-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MRipEQT7KHDJ60YEUAEG2CyNg4/2vYHkHTCDV0Xo8wKexAudShEBKx3kquYzZ5r3 55WTq/inPUHhxGFC1QvbGw== /in/edgar/work/20000814/0000912057-00-036856/0000912057-00-036856.txt : 20000921 0000912057-00-036856.hdr.sgml : 20000921 ACCESSION NUMBER: 0000912057-00-036856 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 33 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTMARK COMMUNICATIONS EUROPE SA CENTRAL INDEX KEY: 0001114418 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: S-1 SEC ACT: SEC FILE NUMBER: 333-43666 FILM NUMBER: 695939 BUSINESS ADDRESS: STREET 1: 4TH FLOOR STREET 2: 1 JAMES STREET, LONDON ENGLAND WIM 5HY BUSINESS PHONE: 442075295000 MAIL ADDRESS: STREET 1: 4TH FLOOR, 1 JAMES STREET STREET 2: LONDON, ENGLAND W1M 5HY S-1 1 s-1.txt FORM S-1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 2000 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ FIRSTMARK COMMUNICATIONS EUROPE S.A. (Exact name of registrant as specified in its charter) LUXEMBOURG 4813 N/A (State or other jurisdiction (Primary Standard (I.R.S. Employer of Industrial Identification Number) incorporation or organization) Classification Code Number)
------------------------------ 3 RUE JEAN PIRET, L-2350, LUXEMBOURG +352 26499800 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------------ FIRSTMARK COMMUNICATIONS INTERNATIONAL L.L.C. 660 MADISON AVENUE 22ND FLOOR NEW YORK, NY 10021 212 699 4400 (Address, including zip code, and telephone number, including area code, of registrant's agent for service) ------------------------------ COPIES TO: TIMOTHY E. PETERSON, ESQ. STEWART M. ROBERTSON, ESQ. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON SULLIVAN & CROMWELL 4 CHISWELL STREET ST. OLAVE'S HOUSE LONDON EC1Y 4UP 9A IRONMONGER LANE +44 20 7972 9600 LONDON EC2V 8EY +44 20 7710 6500
------------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. / / If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / - ------------ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / - ------------ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the registration statement for the same offering. / / - ------------ If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. / / ------------------------------ CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE(2) Class B common stock, $1.50 par value per share(1) $ $225,000,000 AMOUNT OF TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTRATION FEE Class B common stock, $1.50 par value per share(1) $59,400
(1) Includes (i) shares of Class B common stock that are to be offered in the form of shares or American Depositary Shares, (ii) shares of Class B common stock that the Underwriters may purchase in the form of shares or American Depositary Shares to cover over-allotments, if any, and (iii) shares that are to be offered and sold to persons outside the United States but that may be resold from time to time in the United States. The American Depositary Shares (each representing one share of Class B common stock) evidenced by American Depositary Receipts upon deposit of the shares of Class B common stock registered hereby are being registered under a separate registration statement on Form F-6. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933. ------------------------------ THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROSPECTUS (SUBJECT TO COMPLETION) THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. ISSUED AUGUST 11, 2000 [LOGO] SHARES OF CLASS B COMMON STOCK IN THE FORM OF SHARES OR AMERICAN DEPOSITARY SHARES FIRSTMARK COMMUNICATIONS EUROPE S.A. ------------------------ THIS IS AN INITIAL PUBLIC OFFERING OF SHARES OF CLASS B COMMON STOCK OF FIRSTMARK COMMUNICATIONS EUROPE S.A. OF THE SHARES OF CLASS B COMMON STOCK BEING OFFERED, SHARES OF CLASS B COMMON STOCK ARE BEING OFFERED INITIALLY IN THE UNITED STATES AND CANADA BY THE U.S. UNDERWRITERS AND SHARES OF CLASS B COMMON STOCK ARE BEING OFFERED OUTSIDE THE UNITED STATES AND CANADA AND TO INSTITUTIONAL AND RETAIL INVESTORS IN GERMANY BY THE INTERNATIONAL UNDERWRITERS UNDER A SEPARATE PROSPECTUS. THE SHARES OF CLASS B COMMON STOCK OFFERED IN THIS PROSPECTUS WILL BE SOLD IN THE FORM OF REGISTERED SHARES OR, UPON REQUEST IN THE U.S. OFFERING ONLY, IN THE FORM OF AMERICAN DEPOSITARY SHARES. EACH AMERICAN DEPOSITARY SHARE REPRESENTS THE RIGHT TO RECEIVE ONE SHARE OF CLASS B COMMON STOCK. THE AMERICAN DEPOSITARY SHARES WILL BE EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS. ------------------------ PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR THE SHARES OR AMERICAN DEPOSITARY SHARES IN THE UNITED STATES OR ELSEWHERE. FIRSTMARK COMMUNICATIONS EUROPE S.A. CURRENTLY ANTICIPATES THAT THE INITIAL PUBLIC OFFERING PRICE PER SHARE WILL BE BETWEEN [EURO] AND [EURO] , WHICH IS EQUIVALENT TO $ AND $ PER AMERICAN DEPOSITARY SHARE AT AN EXCHANGE RATE OF [EURO]1.00=$ . ------------------------ FIRSTMARK COMMUNICATIONS EUROPE S.A. WILL APPLY TO HAVE THE AMERICAN DEPOSITARY SHARES QUOTED ON THE NASDAQ NATIONAL MARKET UNDER THE SYMBOL "FMRK" AND TO HAVE THE CLASS B COMMON STOCK LISTED ON THE NEUER MARKT SEGMENT OF THE FRANKFURT STOCK EXCHANGE UNDER THE SYMBOL " ". INVESTING IN THE SHARES OR AMERICAN DEPOSITARY SHARES INVOLVES SIGNIFICANT RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 15. ------------------------ PRICE [EURO] A SHARE AND $ AN AMERICAN DEPOSITARY SHARE ------------------------
UNDERWRITING PRICE TO DISCOUNTS AND PROCEEDS TO PUBLIC COMMISSIONS US ------------- ------------- ------------- PER SHARE................................................... [EURO] [EURO] [EURO] PER AMERICAN DEPOSITARY SHARE............................... $ $ $ TOTAL, ASSUMING ALL SALES ARE IN AMERICAN DEPOSITARY SHARES.................................................. $ $ $
FIRSTMARK COMMUNICATIONS EUROPE S.A. HAS GRANTED THE U.S. UNDERWRITERS THE RIGHT TO PURCHASE UP TO AN ADDITIONAL SHARES OR AMERICAN DEPOSITARY SHARES TO COVER OVER-ALLOTMENTS. FIRSTMARK COMMUNICATIONS EUROPE S.A. HAS GRANTED THE INTERNATIONAL UNDERWRITERS A SIMILAR RIGHT TO PURCHASE UP TO AN ADDITIONAL SHARES. THE U.S. AND INTERNATIONAL UNDERWRITERS EXPECT TO DELIVER THE SHARES OR AMERICAN DEPOSITARY SHARES TO PURCHASERS ON OR ABOUT , 2000. THE U.S. SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ JOINT GLOBAL COORDINATORS MORGAN STANLEY DEAN WITTER ABN AMRO ROTHSCHILD --------------------- JOINT LEAD MANAGERS MORGAN STANLEY DEAN WITTER SALOMON SMITH BARNEY [Inside Front Cover Page] Gatefold cover including the company logo with a network map. 2 \ ------------------------ TABLE OF CONTENTS
PAGE -------- FORWARD-LOOKING STATEMENTS............ 4 SUMMARY............................... 7 RISK FACTORS.......................... 15 HOW WE INTEND TO USE THE PROCEEDS OF THIS OFFERING....................... 33 DIVIDEND POLICY....................... 33 DILUTION.............................. 34 CAPITALIZATION........................ 35 SELECTED CONSOLIDATED FINANCIAL DATA................................ 37 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION............... 38 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................... 48 BUSINESS.............................. 58 REGULATION............................ 87 MANAGEMENT............................ 105 CERTAIN RELATIONSHIPS................. 121 SUMMARY OF MATERIAL AGREEMENTS........ 123
PAGE -------- PRINCIPAL SHAREHOLDERS................ 142 DESCRIPTION OF SHARE CAPITAL.......... 146 DESCRIPTION OF AMERICAN DEPOSITARY RECEIPTS............................ 154 SHARES ELIGIBLE FOR FUTURE SALE....... 161 MARKET INFORMATION.................... 162 TAXATION.............................. 164 UNDERWRITERS.......................... 169 VALIDITY OF SECURITIES................ 172 EXPERTS............................... 172 WHERE YOU CAN FIND MORE INFORMATION... 172 SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES................ 173 INFORMATION REQUIRED FOR LISTING ON THE NEUER MARKT SEGMENT OF THE FRANKFURT STOCK EXCHANGE............ 173 INDEX TO FINANCIAL STATEMENTS......... F-1
------------------------ You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell the shares and American Depositary Shares or ADSs only in jurisdictions where offers and sales are permitted. The information contained in this document is accurate only as of the date of this document, regardless of the time of delivery of this prospectus or any sale of the shares and ADSs. In this prospectus "FirstMark," the "company," "we," "us" and "our" refer to FirstMark Communications Europe S.A., any of its majority owned subsidiaries or any of its joint ventures other than its associated company in Portugal. We have not taken any action that would permit a public offering to occur in any jurisdiction other than the United States and Germany. Persons who possess this prospectus should learn about and observe any restrictions as to the offering of the shares and ADSs and the distribution of this prospectus. 3 ------------------------ FORWARD-LOOKING STATEMENTS Forward-looking statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by words such as "may," "will," "should," "expects," "plans," "projects," "anticipates," "believes," "estimates," "predicts," "potential" or other comparable expressions. This prospectus includes forward-looking statements based on our current expectations and projections about future events, including: - economic and business conditions in each of the countries where we operate or plan to operate, - prospects for the global broadband internet industry, - prospects for the European internet industry, - competition, - our business strategy and development plans, - market acceptance of our products and services, - our key personnel, - the availability of capital, - construction of our broadband internet network, - regulatory developments, - future cash sources and requirements, and - when and if we expect to have positive cash flow. These statements are only predictions. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors, including the risks outlined under "Risk Factors." These factors may cause our actual results to differ materially from any forward-looking statement. The risks described in "Risk Factors" are not exhaustive. Other sections of this prospectus may describe additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for us to predict all such risk factors. We cannot assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We are under no duty, and assume no obligation, to update any of the forward-looking statements after the date of this prospectus to conform such statements to actual results. ------------------------ You should rely only on the information contained in this prospectus. We have not authorized anyone to give you any information or to make any representations about the transactions we discuss in this prospectus other than those contained in this prospectus. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities under applicable law. The delivery of this prospectus or the securities offered by this prospectus does not, under any circumstances, mean that there has not been a change in our affairs since the date of this prospectus. It also does not mean that the information in this prospectus is correct after this date. ------------------------ Until , 2000 (25 days after the commencement of this offering), all dealers that buy, sell or trade shares or ADSs, whether or not participating in this offering, may be required to deliver a 4 prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as an underwriter in connection with this offering and with respect to unsold allotments or subscriptions. ------------------------ CERTAIN REGULATORY ISSUES For investors outside the United States and Germany: no action has been or will be taken in any jurisdiction by any underwriter or by us that would permit a public offering of the shares or ADSs or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States and Germany. Persons into whose possession this prospectus comes are required by the underwriters and by us to inform themselves about, and to observe any restrictions as to, the offering of the shares and ADSs and the distribution of this prospectus. The distribution of this document and the offering of the shares and ADSs in the United Kingdom is restricted. This document has not been drawn up in accordance with the United Kingdom's Public Offers of Securities Regulations 1995, as amended (the "POS Regulations"), and a copy has not been delivered to the Registrar of Companies in England and Wales for registration. Accordingly, the shares and ADSs may not be offered or sold in the United Kingdom other than to persons whose ordinary activities involve them in the acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses within the meaning of regulation 7(2)(a) of the POS Regulations or otherwise in circumstances that do not constitute an offer to the public in the United Kingdom. This prospectus is only being distributed in the United Kingdom to persons of the kind described in: (a) Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 (as amended); (b) Article 6 of that Order; or (c) Article 8 of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) (No. 2) Order 1995 or to whom it would otherwise be lawful to distribute it. This prospectus is only directed at such persons in the UK, and it would be imprudent for persons of any other kind to respond to it. PRESENTATION OF FINANCIAL INFORMATION We report our financial statements in U.S. dollars and prepare our financial statements in accordance with generally accepted accounting principles in the United States. We have adopted a fiscal year end of December 31. In this prospectus, except where otherwise indicated, references to: (1) "$" or "U.S. dollars" are to the lawful currency of the United States, (2) "[EURO]" or "euro" are to the single currency at the start of the third stage of European economic and monetary union on January 1, 1999, pursuant to the treaty establishing the European Economic Community, as amended by the treaty on European Union, signed at Maastricht on February 7, 1992, (3) "BEF" are to the lawful currency of Belgium, (4) "CHF" are to the lawful currency of Switzerland, (5) "DM" or "Deutsche Mark" are to the lawful currency of Germany, (6) "FFR" are to the lawful currency of France, (7) "ptas" are to the lawful currency of Spain, and (8) "PTE" are to the lawful currency of Portugal. 5 Our functional currency is the euro. Our financial statements are translated into US dollars, our reporting currency. Assets and liabilities are translated using exchange rates on the respective balance sheet dates. Income and expense items are translated using the average rates of exchange for the periods involved. Material (non US dollar denominated) financial events occurring between quarterly reporting periods are translated into US dollars at the prevailing exchange rate when the event occurred. All information in this prospectus assumes that all existing preferred shares have been converted into either Class A common stock or non-voting junior preferred stock, which conversion is expected to occur on or prior to the consummation of this offering. ------------------------ As a result of this offering, we will be subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended. We intend to furnish to our stockholders annual reports containing audited consolidated financial statements. 6 SUMMARY THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS. THIS SUMMARY IS NOT COMPLETE AND MAY NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS, INCLUDING THE DISCUSSION UNDER "RISK FACTORS" AND THE FINANCIAL DATA AND RELATED NOTES, BEFORE INVESTING IN OUR CLASS B COMMON STOCK. OUR COMPANY We aim to be a rapidly growing broadband internet service provider of business-to-business network, voice, video and data communications, and on-net application/information technology services in Europe. Our strategy is to become one of the first providers of pervasive broadband internet access and on-net business solutions on a pan-European basis to small and medium size businesses. We are building what we believe will be a premier business-to-business broadband internet service in Europe, including: - an end-to-end broadband infrastructure from the source of applications, content and other traffic to the desktop of a business customer, - a pervasive access network using wireless local loop, digital subscriber lines, or DSL, and fiber to provide wide coverage of business customers across Europe, - an extensive, high-capacity optical, internet protocol, fiber backbone for the transport of inter-city traffic, - "solution hotels" available for a range of internet service providers, content providers, application service providers and other providers to connect to the network and a strategy of bundling chosen solutions for end-users, - a set of differentiated products with a focus on data and internet services, - a fully integrated customer relationship management capability across all services, - a wide set of distribution channels including indirect and direct channels, and - a strong local presence across a range of European markets. We refer to our broadband internet platform and the symbiotic interactions among us, providers of content and applications and users of those services as our EUROPEAN BROADBAND INTERNET ECOSYSTEM. OUR PRESENCE AND PROPOSITION Currently, we believe we are the largest holder of wireless local loop licenses and spectrum in western Europe. We are present in seven European countries covering a total population of approximately 153 million. In Germany, we have secured co-location space for the launch of DSL services in over 596 central offices and plan to launch DSL services through over 100 central offices in Germany by the end of this year. We have also leased over 10,000 square meters of space for customer co-location and hosting services. We also operate a leased 3,500 kilometer fiber optic backbone network covering 21 cities in Germany. We have launched our wireless local loop services initially in Germany, Luxembourg and Portugal, which we intend to be followed by Spain, France, Switzerland and Finland. We are in the process of applying for wireless local loop licenses and spectrum in other European countries. To date, we have launched pilot services through our wireless local loop trials in Belgium and France, commenced wireless local loop services to end users in Germany and Luxembourg, and together with Teleweb, commenced wireless local loop services in Portugal. We have signed a nationwide lease in France for existing, unused fiber optic cable, which we call dark fiber, and plan to deploy a 4,800 kilometer fiber optic backbone network covering 16 cities in France. We also plan to sign another 450 kilometer dark fiber lease reaching a further two cities in France and complete the 7 network by the beginning of 2001. We are currently planning to deploy a fiber optic backbone network in major Spanish cities by the middle of 2001. We plan to create a pan-European fiber optic network by interconnecting our national fiber optic networks and by establishing connections with cities in neighboring countries. We plan to develop an end-to-end broadband communications network in all major European countries, consisting of hosting facilities, fiber optic backbones and "last mile" access connections directly to our customers' sites. Traditionally, incumbent telecommunications providers have maintained control of the last mile of telecommunications services through their ownership of the copper telephone lines connecting each business to the telephone network. As deregulation of the last mile continues, we expect to gain access to the last mile through the opportunistic use of multiple access technologies which we believe will enable us to offer cost-effective access technology for our chosen market segment. Although the choice of access technology will depend on our customers' requirements, the applicable regulatory regime and the costs of deploying the specific access technology, in general, we intend to use a combination of wireless local loop technology, using new microwave transmission systems, DSL, using existing copper lines, and local fiber optic links. Using these different access technologies, we intend to provide a full suite of internet, voice, video, data, value-added services and solutions to small and medium size businesses. In addition to targeting small and medium size businesses, we plan to provide a range of network and hosting services for internet service providers (which provide access to the internet), content providers (which provide news, entertainment, resource information and other data), application service providers (which provide software and other computer applications on-line) and alternative or non-incumbent telecommunications carriers. These services will include co-location, managed hosting and distribution of their content and applications to our small and medium size business customers. We intend to enter into strategic partnerships with providers of applications, content and systems integration for the delivery of on-line services to small and medium size businesses. To date, we have begun to develop strategic relationships with companies such as Microsoft, Compaq, Siemens and Nortel Networks. The development of our broadband internet network and services will require significant additional capital to fund capital expenditures, working capital, debt service and cash flow deficits. We are currently exploring various financing sources to meet these capital requirements. OUR BUSINESS STRATEGY We are executing our broadband internet strategy in Europe by implementing the following initiatives: - developing a pan-European network with integrated broadband local access, backbone and hosting, - establishing local operations by hiring local management and forming partnerships with local companies, - building strategic relationships through our local partnerships, sales channel agreements, supplier relationships, application bundling agreements and systems integration agreements, - expanding our addressable market through geographical extension, product and technology expansion, - developing focused and differentiated products and services using simple, turnkey broadband solutions, - implementing a targeted sales and marketing strategy through extensive market research and appropriate product and distribution strategies for a particular customer segment, 8 - emphasizing technology leadership by deploying leading technologies while emphasizing reliability, proven capability and scaleability, and - providing quality service through end-to-end network control and focusing on customer care. We plan to pursue a combination of organic growth, strategic acquisitions, joint ventures and investments in order to enhance the implementation of our business strategy. MANAGEMENT, PARTNERS AND EQUITY SPONSORS We have assembled a management team with extensive experience in building successful telecommunications businesses, including senior management in six countries. Further, we have signed shareholder agreements with leading European companies in five European countries. We have teamed with key local businesses in many countries to aid our obtaining appropriate licenses, to assist in marketing and to provide other strategic assistance. We believe that our strategy of hiring local management and forming local partnerships allows us to acquire assets such as licenses, dark fiber and co-location space more effectively, build up operations more quickly and benefit from the significant installed base of customers and distribution capabilities of our partners. In Belgium, France, Portugal, Spain and the UK we have teamed with local partners to manage the acquisition of wireless local loop licenses and to develop the wireless local loop business in these countries once we are awarded a license. In four of these five countries we hold the largest shareholding in our consortium. In Portugal, the majority shareholder controls the business. Currently, we hold wireless local loop licenses jointly with our local partners in Portugal, Spain and France. In Belgium and the UK, wireless local loop licenses have not yet been awarded. We, together with these strategic partners, jointly control these businesses, except in Portugal. In this prospectus, all discussions relating to the wireless local loop business in any of these five countries refers to these jointly controlled businesses. Timothy Samples, our Chief Executive Officer, and other members of our management have extensive experience in the telecommunications markets. Our management, including our directors, collectively hold 43.0% of our outstanding shares on a fully diluted basis. We also have management with significant experience in many of our proposed countries of operations: in Germany, Dieter Finke; in Spain, Jose Fernandez Lizaran and Luis Rodriguez Lescure; in France, Thierry Mileo and Vincent Teissier; in Luxembourg, Peter Sodermans; in the UK and Switzerland, William Jones; and in Italy, Dario Cassinelli. Our board of directors consists of our founders and co-chairmen, Lynn Forester and Michael J. Price, Timothy Samples, our Chief Executive Officer, and Victor Bischoff, Juan Luis Cebrian, Edward A. Gilhuly, Alan E. Goldberg, Francois Jaclot, David C. Lee, Sir Evelyn de Rothschild, Lawrence B. Sorrel, Barry S. Volpert and Helmut Werner all of whom are representatives of our significant equity investors and/or accomplished European business executives. Our stockholders include FirstMark Holdings L.L.C., Welsh, Carson, Anderson & Stowe, Kohlberg Kravis Roberts & Co., Morgan Stanley Dean Witter Capital Partners, Sandler Capital Management, ABN AMRO Ventures B.V., The Goldman Sachs Group, Inc., World Online, Credit Suisse First Boston, Groupe Arnault, Suez Lyonnaise des Eaux, BNP Paribas, the Rallye-Casino Group and Francarep SA. FirstMark Holdings is one of our largest stockholders and is controlled by our co-chairmen. FirstMark Holdings has a distinguished advisory board, which has provided advice and other assistance in the development of our European operations and will continue to provide assistance to us in the future. Members of FirstMark Holdings' advisory board include Vernon Jordan, Dr. Henry Kissinger, Dr. Nathan Myhrvold, Bert Roberts, Sir Evelyn de Rothschild and Bernard Smedley. 9 FINANCING TO DATE We have raised $661.6 million in equity, including $600 million pursuant to financing agreements entered into on May 30, 2000. In addition, on May 30, 2000, we entered into a ten-year finance loan with Deutsche Bank. The loan is composed of four tranches totaling $445 million ([EURO]480 million). The loan will be used to finance the telecommunication equipment provided by Siemens and other capital expenditures to build out and operate our wireless local loop network in Germany. On January 21, 2000, we entered into a seven-year loan with a consortium of German banks. The loan is composed of a $10.1 million ([EURO]10 million) revolving credit line and a $46.2 million ([EURO]46 million) term loan. The loan will be used to finance the telecommunication equipment provided by Nortel Dasa for our fiber optic backbone network in Germany. ------------------------ We were organized under the laws of Luxembourg in July 1998 as FirstMark Communications Europe S.C.A. and converted to FirstMark Communications Europe S.A. in January 2000. Our principal executive offices in Luxembourg are located at 3, rue Jean Piret, Luxembourg L-2350 and in London are located at One James Street, 4th Floor, London W1U 1DW, United Kingdom. Our telephone number is +352 26499800 in Luxembourg and +44 20 7529 5000 in London. Our website domain is www.firstmark.net. Information contained on our website is not a part of this prospectus, and our reference to our website here is a textual reference only and not an active internet link to our site. 10 SUMMARY OF THE OFFERING Shares offered............................... shares of Class B common stock by us, in the form of shares or, upon request in the United States, ADSs. U.S. offering................................ shares of Class B common stock, in the form of shares or, upon request, ADSs. International offering....................... shares of Class B common stock. Over-allotment option........................ shares of Class B common stock. Shares to be outstanding after the shares, not including the exercise of any offering................................... outstanding options or conversion of Class A common stock and non-voting junior preferred stock into Class B common stock. As of March 31, 2000, we had outstanding options representing shares of Class A common stock upon exercise and we had shares of Class A common stock outstanding. Each share of Class A common stock is convertible into one share of Class B common stock. We also had shares of non-voting junior preferred stock outstanding. Each share of non-voting junior preferred stock is convertible into one share of Class A or Class B common stock subject to adjustment. Class B common stock......................... The shares offered hereby represent our shares of Class B common stock. Holders of Class B common stock are entitled to receive dividends and vote on a share for share basis with the Class A common stock, except holders of Class A common stock have certain preferential rights relating to the nomination of a significant majority of the candidates for election to our board of directors and other significant corporate events. We describe our Class B common stock in more detail in the section titled "Description of Share Capital." The ADSs..................................... For shares sold in the form of ADSs, each ADS represents one share of Class B common stock. Dividend policy.............................. We have never declared or paid dividends, and we do not expect to do so in the foreseeable future.
11 Lock-ups..................................... FirstMark, its executive officers and directors and certain stockholders have generally agreed not to sell any shares or ADSs or securities convertible into, or exchangeable for, shares or ADSs during the 180-day period following the date of this prospectus without the prior consent of the representatives of the U.S. underwriters. Please see ``Underwriters" for a more detailed discussion of this lock-up and the underwriting arrangements for this offering. Use of proceeds.............................. We intend to use the net proceeds received by us from this offering: - to build out our fiber optic network in Germany and to develop fiber optic networks in France and Spain, - to install wireless local loop equipment in Finland, France, Germany, Luxembourg, Portugal, Spain and Switzerland, - to roll out DSL services in Germany, - to acquire new wireless local loop licenses, and - for working capital and other general corporate purposes, including funding operating expenses, acquiring network assets and business development activities throughout Europe. Nasdaq National Market symbol................ "FMRK" for the ADSs. Neuer Markt symbol........................... " " for the Class B common stock.
12 SUMMARY FINANCIAL INFORMATION We present below our summary historical consolidated data as presented under generally accepted accounting principles in the United States. We derived the historical consolidated data for the years ended December 31, 1999 and 1998 from our audited consolidated financial statements which are included elsewhere in this prospectus. We began operations in 1998. We derived the historical consolidated data for the three months ended March 31, 1999 and 2000 from our unaudited consolidated financial statements which are included elsewhere in this prospectus. The results for the most recent three months, which, in the opinion of management, include all adjustments necessary for a fair presentation of the results for the unaudited periods, should not be viewed as indicative of results for the year ending December 31, 2000. The unaudited pro forma consolidated financial information is provided for illustrative purposes only and does not purport to represent what our actual results of operations or financial position would have been had the acquisitions occurred on the dates assumed, nor is it indicative of our future operating results or consolidated financial position. You should read the following tables in conjunction with the consolidated financial statements and related notes thereto and the other financial information contained elsewhere in this prospectus.
UNAUDITED THREE MONTHS ENDED MARCH 31, YEAR ENDED DECEMBER 31, ------------------------ ------------------------ 2000 1999 1999 1998(1) ----------- ---------- ----------- ---------- (U.S. DOLLARS) CONSOLIDATED STATEMENT OF PROFIT AND LOSS DATA: Revenue........................................ 2,518,752 -- 117,409 -- Cost of revenue................................ (1,277,081) -- (69,088) -- ----------- ---------- ----------- ---------- Gross margin................................... 1,241,671 -- 48,321 -- Selling, general and administrative expenses(2).................................. (27,462,490) (1,189,839) (24,678,920) (1,448,201) ----------- ---------- ----------- ---------- Operating loss................................. (26,220,819) (1,189,839) (24,630,599) (1,448,201) Interest expense and other(3).................. (5,467,229) -- (6,732,972) -- Interest income and other...................... 29,651 -- 342,182 -- ----------- ---------- ----------- ---------- Loss before income taxes....................... (31,658,397) (1,189,839) (31,021,389) (1,448,201) ----------- ---------- ----------- ---------- Income taxes................................... (1,945) -- -- -- Minority interest.............................. 597,734 -- 1,031,240 26,884 ----------- ---------- ----------- ---------- Net loss....................................... (31,062,608) (1,189,839) (29,990,149) (1,421,317) =========== ========== =========== ========== STATEMENT OF CASH FLOW DATA: Net cash used in operating activities.......... (21,471,560) (1,022,764) (17,958,336) (1,448,201) Net cash (used in) provided by investing activities................................... (16,822,132) (18,462) 15,371,165 (132,627) Net cash provided by financing activities...... 34,623,066 1,067,368 21,114,254 1,846,206 OTHER FINANCIAL DATA: EBITDA(4)...................................... (22,807,182) (1,181,566) (22,572,939) (1,448,201) Capital expenditures(5)........................ (14,965,591) (18,462) (2,368,901) (152,908)
MARCH 31, 2000 ------------------------------------------- PRO FORMA AS HISTORICAL PRO FORMA(6) ADJUSTED(7) ----------- ------------- ------------- (U.S. DOLLARS) CONSOLIDATED AND PRO FORMA BALANCE SHEET DATA: Cash and cash equivalents(8)......................... 17,887,816 596,887,816 807,512,816 Total assets......................................... 279,692,696 858,692,696 1,069,317,696 Total long-term debt and financing(9)................ 26,381,140 26,381,140 26,381,140 Mandatory redeemable preferred stock................. -- 594,000,000 -- Stockholders' equity................................. 87,560,042 91,353,966 895,978,966
(CONTINUED ON NEXT PAGE) 13 (1) Includes only the period from July 8, 1998 (date of inception) to December 31, 1998. (2) For purposes of this summary financial information, selling, general and administrative expenses include license acquisition costs. (3) For purposes of this summary financial information, interest expense and other includes net exchange loss and equity in net loss of affiliates. (4) EBITDA consists of net loss before depreciation and amortization, amortization of goodwill in consolidation, net interest expense, income taxes and minority interests. EBITDA is a measure commonly used in the telecommunications industry. It is presented to enhance an understanding of our operating results and is not intended to represent cash flow or results of operations for the periods presented. EBITDA is not a measurement under U.S. GAAP of financial performance and may not be similar to EBITDA measures of other companies. (5) Includes only capital expenditures for property and equipment. (6) Gives pro forma effect for the following events that occurred in the period from March 31, 2000 to the date of this prospectus: - issuance of Series F and F-2 convertible preferred shares as part of the $600 million private equity issuance pursuant to agreements entered into on May 30, 2000, - the repayment of our previous credit facility, and - the conversion of a loan received from FirstMark Communications International to equity. (7) Gives pro forma effect to the effectiveness of this initial public offering which includes: - deferred compensation expense resulting from the outstanding stock options under the existing 1999 stock incentive plan becoming exercisable (to the extent vested), - conversion of all existing preferred stock, except Series F-2 convertible preferred stock into Class A common stock, - conversion of all Series F-2 convertible preferred stock into non-voting junior preferred stock, and - the sale of ADSs and shares offered in this offering at an assumed initial public offering price of [EURO] per share and $ per ADS (the mid-point of the price range on the cover page of this prospectus), after deducting the estimated underwriting discounts and commissions and offering expenses payable by us. (8) In the pro forma and pro forma as adjusted columns, $63 million of cash is restricted, pursuant to a pledge agreement, to collateralize our obligations under a performance bond issued in connection with the wireless local loop license award in Spain. (9) Total long-term debt and financing does not reflect the $63 million guaranteed performance bond issued in connection with the Spanish wireless local loop license award. We also have credit facilities which, subject to certain conditions, would permit additional borrowings of $371.4 million. 14 RISK FACTORS You should carefully consider the risks described below as well as the other information in this prospectus, before making a decision to invest in our company. The consequences of any of these and other risks could materially and adversely affect our business, financial condition, prospects and results of future operations. In such case, the trading price of our ADSs and shares could decline, and you may lose all or part of your investment. WE HAVE NO MEANINGFUL OPERATING HISTORY OR REVENUES. We are in an early stage of development and first began offering our services to carrier customers in Germany in January 2000. Consequently, we have no meaningful history of operations on which you can evaluate our performance. We have generated only limited revenues. We plan to expand significantly our operations in Germany and in other European countries in the near term, which is expected to require substantial additional capital expenditures. Consequently, you should consider the risks, expenses, uncertainties and obstacles that we may face in the markets we are entering and our competition when evaluating our prospects. OUR STRATEGY IS UNPROVEN, AND OUR MARKET ASSUMPTIONS MAY BE INCORRECT. We believe that we will be one of the first companies to offer end-to-end broadband internet services in multiple markets in Europe. Wireless local loop services and DSL services have not been widely offered before in many of the markets in which we plan to operate. As a result, our strategy, which is based on our market analysis, has not been validated in practice, and there are no directly comparable companies with meaningful operations and histories on which you can base an evaluation of our prospects. We believe that the combination of our unproven business model and the highly competitive and quickly changing telecommunications market in which we compete makes it difficult to predict the extent to which our planned products and services will achieve market acceptance. To be successful, we must develop and market our products and services to be widely accepted by businesses at profitable prices. We may never be able to deploy our end-to-end broadband internet network as planned, achieve significant market acceptance at favorable pricing, achieve favorable operating results or profitability or generate significant positive cash flow. WE HAVE EXPERIENCED AND EXPECT TO CONTINUE TO EXPERIENCE NEGATIVE OPERATING CASH FLOW AND NET OPERATING LOSSES. From the time we started operations until March 31, 2000, we have had aggregate negative net operating cash flow of approximately $40.9 million and aggregate net operating losses of approximately $52.3 million. We expect to continue to incur significant and increasing negative cash flow and net operating losses as we deploy our network across Europe, gain additional licenses, introduce new services and products, expand our marketing efforts and increase the size and scope of our operations. We cannot be certain that we will achieve, or if achieved we will be able to maintain, positive cash flow or operating profits. The ability to generate positive cash flow and operating profits will depend on a number of factors, including: - our ability to build out our broadband internet network on a timely basis, - our ability to attract customers, - our ability to obtain regulatory approval to develop and expand our broadband internet network, - the uptake and usage levels of our services by our customers at favorable prices, and - our ability to control costs associated with building our network, developing and servicing our customer base and expanding our portfolio of services. 15 You should read "Management's Discussion and Analysis of Financial Condition and Results of Operations" for an additional discussion of our negative cash flow and net operating losses. OUR BROADBAND INTERNET NETWORK MAY NOT BE DEPLOYED ON A TIMELY BASIS. The successful deployment of our broadband internet network is critical to our success. Currently, our network is operating only in Germany, Luxembourg and, through a minority investment, Portugal. We are in the process of expanding the broadband internet network in these countries and developing a broadband internet network in Belgium, Finland, France, the Netherlands, Spain and Switzerland. We plan to expand aggressively in multiple markets in a very short time frame. We do not believe that such a rapid and diverse expansion has been previously attempted. The successful deployment of our network depends on our ability to coordinate simultaneously a number of activities, including among other things: - installing switches and facilities, - acquiring co-location and other leased space, - acquiring long term arrangements to lease dark fiber for our fiber optic backbone network, - obtaining interconnection with other telecommunications providers at beneficial rates, - installing radio transmitters and receivers for wireless local loop connections and acquiring the roof rights necessary for such installations, - installing fiber optic lines for our local loop fiber connections, - obtaining unbundled access to the local loop copper lines for our DSL connections, - designing and installing network management systems and software, and - hiring and integrating additional personnel. Each of these tasks needs to be completed on a timely basis in multiple markets and within expected cost limits. In addition, our ability to develop and build our broadband internet network within budget and on schedule will be affected significantly by potential problems that affect a project of this size and complexity, including: - failure to obtain licenses, permits and other necessary authorizations or consents or failure to obtain them on a timely basis, - failure to meet the build out obligations under our licenses, - delays in the availability of equipment to be installed, - failure of our contractors or equipment suppliers to fulfill performance obligations, and - failure to integrate, or delays in integrating, the many components of our network. Many of the factors integral to the development of our network are beyond our control. We could also face cost overruns, the unavailability of additional capital, strikes, shortages of equipment and personnel, delays in obtaining governmental or other third-party approvals, other construction delays, natural disasters and other casualties, delays in the deployment or delivery of network capacity of others that we have arranged to acquire or have contracted with, and other events that we cannot foresee. Failure to complete these tasks on schedule and on budget in any major market could affect the timing of the roll-out of other portions of our network in such market or any other market and the introduction of new services, hamper our ability to attract customers and decrease our future revenues. 16 WE EXPECT TO INCUR SUBSTANTIAL DEBT WHICH WILL AFFECT OUR OPERATIONS AND LIQUIDITY. We will need to increase significantly our level of indebtedness to fund our business plan. We expect that most of the equipment we purchase will be financed through vendor financing. Our high level of indebtedness will have important consequences, such as: - limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to funding debt service, - limiting our ability to obtain additional financing for working capital, capital expenditures or other purposes, - increasing our vulnerability to adverse economic and industry conditions, - increasing our vulnerability to interest rate increases because borrowings may bear interest at variable rates, and - increasing our vulnerability to competitive pressures, as many of our competitors will be less leveraged than we are. OUR DEBT AGREEMENTS IMPOSE OR WILL IMPOSE OPERATING AND FINANCIAL RESTRICTIONS THAT MAY PREVENT US FROM CAPITALIZING ON BUSINESS OPPORTUNITIES. Our existing debt agreements impose, and future debt agreements likely will impose, significant operating and financial restrictions on us. These restrictions may substantially limit or prohibit us from taking various actions, including: - incurring additional debt, - restricting our ability to receive cash from our operating subsidiaries, - making investments, - paying dividends to our shareholders, - creating liens, - selling assets, - engaging in mergers, consolidations or other business combinations, - repurchasing or redeeming our shares, and - otherwise capitalizing on business opportunities. We have pledged substantially all of our assets in Germany and will also be required to pledge substantially all of our other assets in these financings. Failure to comply with the covenants and restrictions in our financing agreements could trigger defaults under such agreements even if we are able to pay our debt. If such a default were to occur, our creditors may be able to accelerate the repayment of our debt and seize our assets, which would have a material adverse effect on our business. WE WILL NEED ADDITIONAL CAPITAL TO IMPLEMENT OUR BUSINESS PLAN WHICH WE MAY NOT BE ABLE TO OBTAIN OR TO OBTAIN ON FAVORABLE TERMS. WE HAVE SIGNIFICANT CAPITAL EXPENDITURE NEEDS. We currently anticipate that our cash requirements for capital expenditures, working capital, equity contributions in minority interests and operating losses from now through the end of 2001 will be approximately $1.1 billion, including approximately $600 million in capital expenditures associated with the deployment of our broadband internet network. These expenditures are expected to cover completion of the fiber optic backbone network in Germany, costs related to establishing wireless local loop and DSL services in Germany, completion of our 17 planned fiber optic backbone networks in France and Spain and costs related to establishing wireless local loop services in Spain, France, Switzerland, Portugal and Finland. Our business plan is in a formulative state and is subject to change. For example, since the application processes for wireless local loop licenses in some European countries, including in the UK, has not been finalized, we have not taken into account these potential costs in determining our expenditure through the end of 2001. These costs could be significant. Significantly, we may accelerate our plan over the next 18 months to extend our broadband internet network into more countries or to add new services to our planned services. If we do expand or accelerate our business plan, we will likely need significant additional capital prior to the end of 2001 beyond the amounts described above. We will also need capital to fund our planned expansion and operations after 2001 since our goal is to offer our services in up to 18 European countries covering up to 150 cities. The timing and amount of these expenditures is currently uncertain. In the interim, we may utilize the funds then available to begin these expansion efforts. If we are unable to raise needed capital, we may be unable to complete even our currently targeted expansion and projects. THE AMOUNT OF OUR FUTURE CAPITAL EXPENDITURES IS SUBJECT TO MANY FACTORS. Our future capital requirements will depend on: - the rate at which we deploy our broadband internet network, - our success in obtaining additional wireless local loop licenses and the costs of these licenses, - equipment costs and other costs to deploy the broadband internet network, including wireless local loop and digital subscriber line equipment and our management information systems, - the types of services we offer, - staffing levels, - customer growth, - how long we continue to generate negative cash flows and operating losses, - future acquisitions, - competitive conditions, and - regulatory and technological developments. Many of these factors are beyond our control. Our anticipated network roll-out plan is provisional and has been developed from our current market research, projections and assumptions. WE ARE SEEKING SOURCES TO FUND THESE SIGNIFICANT CAPITAL EXPENDITURES, BUT WE MAY NOT BE SUCCESSFUL. We are currently exploring numerous different financing sources to meet our current capital requirements, including additional vendor debt financing, issuance of debt instruments in the public and private markets and additional equity issuances. We cannot be sure that we will be able to raise sufficient funds to meet our business plan. Moreover, any debt financing sources are likely to impose significant restrictions on our business activities and could also require equity enhancements which could be dilutive to our shareholders. Any equity issuances could also be dilutive to our shareholders. If we are unable to raise sufficient capital, we may need to alter significantly our business plan, which could adversely affect our future operating results and impair our ability to reach positive cash flow and profitability. COMPETITION IN THE TELECOMMUNICATIONS MARKET MAY AFFECT OUR ABILITY TO GENERATE POSITIVE CASH FLOW OR NET INCOME OR ACQUIRE CUSTOMERS. We are entering recently liberalized markets in an evolving and highly competitive industry. In each of our markets, we will face competition from existing and new providers of the technologies we provide and other competing technologies. Competition for customers in the telecommunications 18 industry is primarily based on the quality of services offered and price. We must compete effectively in order to meet the assumptions and projections in our business plan. In addition to competition from existing incumbent telecommunications providers and alternative telecommunications carriers, including competing services for wireless local loop and DSL, we expect to face competition from European cable television systems, satellite service providers and other wireless technology operators that are beginning to offer broadband telecommunications services to business customers. Many of these competitors have substantially greater financial, marketing and other resources than we do. These competitors may use various types of wireless and wire-based technologies. We expect our competitors continually to improve their product and service offerings and substantially and continually reduce their prices. If our competitors devote significant resources to developing their businesses in our target markets, such action could have a material adverse effect on our business. Our competitors have been granted licenses in our markets and additional license applications are pending or proposed. We expect other competitors will apply for the same licenses as us in the future. In some situations, we may not be granted a license because it has been granted to one of our competitors. In particular, we expect to face substantial competition for wireless local loop licenses as they are offered in each European country, which if we are able to get such licenses may result in our having to pay a higher price for such licenses and/or agree to more burdensome performance requirements. Initially, we intend to price our services competitively based on our estimates of our customers' budget for telecommunications and information technology services. Our estimates may not be accurate and our customers may not view our services as an adequate replacement for their current telecommunications and information technology needs or as an adequate substitute for products and services offered by our competitors. Prices for data communication services have fallen historically, a trend we expect will continue and likely accelerate. As price-based competition intensifies, as we believe it will, we may be left in an unfavorable competitive position, particularly with our anticipated leveraged capital structure. Significant price reductions for telecommunications services may create substantial pressure on our margins and could have a material adverse effect on our business. WE MAY NOT BE ABLE TO IMPLEMENT OUR PAN-EUROPEAN STRATEGY. We plan to offer our services in most major European countries and expect to obtain benefits from offering our services in multiple countries. Our ability to implement this strategy depends, in part, on our ability to acquire necessary licenses for wireless local loop services and/or regulatory approval to permit DSL services by getting access to the last mile in each of these countries. We may not be able to do this. If we fail to offer services in any of the major European countries or the provision of such services is significantly delayed, we may not achieve our goal of providing pan-European service, which could adversely affect our business plan. WE MAY NOT BE ABLE TO TAKE ADVANTAGE OF EVERY BUSINESS OPPORTUNITY. Our business strategy is ambitious and we have targeted a variety of business opportunities, each of which may involve the expenditure of significant personnel and financial resources. These resources are limited and we will have to prioritize business opportunities and allocate resources among them. We may not be able to fully develop every business opportunity, such as web hosting opportunities, due to the development of other priorities, including wireless local loop and DSL services, and the limited nature of our personnel and financial resources. If we are unable to take advantage of a favorable business opportunity, our business plan could be adversely affected. 19 WE ARE SUBJECT TO SIGNIFICANT REGULATION, AND FUTURE CHANGES IN THE REGULATORY ENVIRONMENT MAY ADVERSELY AFFECT OUR BUSINESS. WE ARE SUBJECT TO EU AND COUNTRY REGULATION. The telecommunications industry in the EU is highly regulated. The regulatory regimes in the EU member states were recently liberalized and the process is still evolving. Our ability to deploy the broadband internet network and provide our proposed services depends to a significant extent on the continued implementation of this liberalized regulatory environment. WE FACE SIGNIFICANT LICENSE CONDITIONS AND COMMITMENTS TO OBTAIN AND RETAIN LICENSES. We need to obtain a license from each country's licensing authority before we can offer wireless local loop service. We have obtained licenses for wireless local loop spectrum in the following European countries: Finland, France, Germany, Luxembourg, Portugal, Spain and Switzerland. Some of these licenses required significant licensing fees or payments. We are in the process of applying for other licenses in several countries, including licenses for additional areas in Germany. Our ability to expand our network coverage and range of services depends on our ability to obtain and retain these licenses. Many of our licenses impose significant conditions on us, including the scope of services to be offered, coverage and extension commitments and timing commitments. In Spain and Switzerland we have provided performance guarantees in connection with such commitments. For a more complete discussion of the conditions and commitments in our licenses, see "Regulation." Failure to comply with these conditions, or any other conditions attached to our licenses, may constitute a breach of that license and result in the license being revoked or fines being imposed. WE MAY NOT BE SUCCESSFUL IN GETTING ADDITIONAL LICENSES. Many of the European countries have not begun granting licenses. Some countries, such as Belgium, have application processes to award licenses. Other countries such as the UK auction or plan to auction off at least some of the licenses. We may not be successful in obtaining the licenses for the areas in which we plan to offer services. Moreover, the costs of acquiring such licenses may be prohibitive. THE LOSS OF A LICENSE OR OTHER REGULATORY CHANGES COULD IMPACT US. The loss of any of our licenses, or a substantial limitation upon the terms of any of our licenses or any change in the regulatory environment in any country where we have a license, could have a material adverse effect on us. Many aspects of the law and regulations applicable to our operations are or will be new and developing. As a result, it will be difficult to determine how regulators will interpret regulations or assess compliance and what, if any, enforcement action they may take. LACK OF A REGULATORY FRAMEWORK IN TARGET COUNTRIES MAY DELAY THE IMPLEMENTATION OF OUR BUSINESS PLAN. Our ability to achieve our business plan requires access to the last mile. Most European countries have not made provisions for requiring competitive access conditions to the last mile. We may be incorrect in our assumptions that the implementation of the liberalization of the telecommunications markets in Europe will continue to occur in the manner anticipated or that we will be allowed to continue to provide and to expand our services across Europe. OUR ABILITY TO BUILD OUR BROADBAND INTERNET NETWORK AND PROVIDE OUR SERVICES DEPENDS ON SECURING AND MAINTAINING LONG TERM AGREEMENTS TO LEASE DARK FIBER. We do not currently own any telecommunications transmission lines. As a result, as we deploy the broadband internet network, we will depend upon long-term leases of dark fiber, which is existing fiber optic cable that is not being used, to deploy our planned fiber optic backbone. We plan to obtain dark fiber from facilities-based telecommunication carriers and other competitors who are currently in the European telecommunications market or may enter it in the future. We may have fixed costs under these lease arrangements, while revenues generated by the utilization of these leases may vary based on traffic volume and pricing. Accordingly, if we are unable to generate sufficient traffic volume over 20 particular routes or are unable to charge appropriate rates for such traffic, we may fail to generate enough revenue to meet the fixed costs associated with our leases. GasLINE, our dark fiber provider in Germany, may terminate our lease without our consent if our GasLINE loan agreement is terminated through our default on interest payments. Our profitability depends in part on our ability to obtain and use long-term leased fiber optic capacity arrangements on a cost-effective basis. WE MUST OBTAIN INTERCONNECTION AGREEMENTS WITH OTHER TELECOMMUNICATION PROVIDERS AND INTERNET TRANSIT AGREEMENTS WITH INTERNET TRANSMISSION PROVIDERS. Interconnection is required to complete transmissions that originate on our broadband internet network but terminate outside our network, or that originate from outside our network and terminate on our network. We will need to secure and maintain interconnection arrangements with telecommunications facilities-based providers in the European countries in which we intend to operate. In addition, we need to enter unbundling arrangements with the national incumbent telecommunication carriers to permit us to offer DSL services over existing copper lines owned or maintained by the local carrier. In March 2000, we entered into an unbundling agreement and an interconnection agreement with Deutsche Telekom. In June 2000, we entered into an interconnection agreement with Enterprise des Postes et Telecommunications, the incumbent operator in Luxembourg. We have commenced negotiations on an interconnection agreement with France Telecom. We intend in the near future to begin negotiating an interconnection agreement with Telefonica in Spain. We may experience difficulties or delays in negotiating and obtaining favorable interconnection or unbundling agreements with the national incumbent telecommunication carriers or other facilities-based providers in the European countries in which we intend to operate or at reasonable costs and on terms and conditions that are acceptable to us. In addition, although EU law mandates that member states ensure that their incumbents' interconnection rates are transparent and cost-oriented, there is little experience of how the in-country regulator will regulate or supervise the national incumbent telecommunication carrier's general interconnection agreements. A material increase in the interconnection charges to us, or the failure of interconnection charges to decline in line with general reductions in telephone service charges, could result in reduced margins for us or an inability to offer telecommunications services at competitive prices. In the EU, the implementation of interconnection has been subject to extensive delays and court challenges. We also need to enter into agreements with internet backbone operators to provide our customers access to the internet from our network. In Germany, we entered into an access agreement with UUnet in April 2000. We will need to enter into similar agreements with internet backbone providers in other countries. We cannot assure you that we will be able to obtain such agreements at all or on a timely basis, at reasonable costs and on terms and conditions that are acceptable to us. OUR USE OF WIRELESS LOCAL LOOP CONNECTIONS IS SUBJECT TO POTENTIAL OPERATING RESTRICTIONS. Our wireless local loop connections currently require clear lines of sight to provide the best service coverage. We may not be able to secure appropriate roof installation rights to ensure such coverage. Our current plan in urban areas is to install radio equipment on rooftops of tall structures. We are trying to obtain roof rights to desirable buildings in our markets, which may require payments in advance whether or not we ultimately exercise these rights. Increasing competition for roof rights may mean that even if we secure such rights, we may not be able to obtain adequate rights on commercially reasonable terms for clear transmission. We may also need to obtain construction, zoning or other governmental permits to install our equipment, which may delay our installations once we have obtained roof rights. We may also experience reception problems due to weather, hills, buildings, trees and foliage. If we fail to obtain sufficient roof rights, we may be unable to reach as many customers as we intend or we may have to employ less cost effective methods to reach these customers. Any of these consequences could prevent us from generating operating revenues or adversely impact our gross margin. 21 We plan to use fixed point to multipoint microwave transmission equipment which has not been widely used before. Moreover, point to multipoint wireless local loop technology is not being deployed in larger commercial applications as we propose to do. Market acceptance of our wireless service may be adversely affected by customer perception of lack of security associated with wireless transmission. In order to provide wireless local loop services, we must install microwave transmission and reception equipment in a manner which attempts to: - maximize the use of the spectrum allocated to us in our license, - avoid radio interference with our equipment or third party equipment, - take into account potential limitations that could occur due to precipitation and climate conditions, and - incorporate the impact of hills, buildings, trees and foliage. Our failure to adequately meet these concerns could impact our quality of service, our capacity and the ability to achieve our business plan. PERCEIVED HEALTH AND SAFETY CONCERNS RELATED TO WIRELESS LOCAL LOOP TECHNOLOGY MAY HAMPER OUR ABILITY TO ATTRACT CUSTOMERS AND SECURE SITES FOR OUR EQUIPMENT. We are aware of the public's perception that there may be health risks associated with the effects of radio waves from wireless local loop transmitter masts and outdoor units. The actual or perceived risks associated with wireless communications equipment could adversely affect us. In some countries, governments are placing limits on where transmitter equipment can be placed. It may be difficult for us to obtain sites for our wireless equipment and there may be reduced demand for our services due to perceived health risks. DEPLOYMENT OF OUR DSL SERVICES MAY BE DELAYED. We plan to utilize DSL as a means of connecting to some of our customers. The deployment of DSL depends on our ability to: - obtain unbundled access to the local loop copper lines for our DSL connections, - obtain sufficient central office co-locations, - have the copper lines prepared to accept DSL services, and - install equipment and facilities. Each of these tasks needs to be completed on a timely basis and within expected cost limits. Delays in the deployment of our DSL services could: - limit the geographic scope of our services, - prevent us from providing services on a cost-effective basis, and - reduce the number of customers that we can attract and the volume of traffic we carry. Failure to complete these tasks on schedule and on budget may affect our ability to reach other customers or may require us to use less cost effective methods to reach customers. This could prevent us from generating operating revenues, adversely impact our gross margins or otherwise materially adversely affect our business. WE DEPEND ON INCUMBENT TELECOMMUNICATION CARRIERS FOR CO-LOCATION AND ACCESS TO COPPER LINES TO CONNECT OUR DSL SERVICES. We must use copper telephone lines controlled by the incumbent telecommunication carriers to provide DSL connections to customers. We also depend on the incumbent telecommunication carriers 22 for co-location and to prepare the copper lines properly for our DSL services. We depend on the incumbent telecommunication carriers to test and maintain the quality of the copper lines that we use. We do not have a history of obtaining access to co-location from incumbent telecommunication carriers. In many cases, we may be unable to obtain access to co-location from the incumbent telecommunication carriers or to gain access at acceptable rates, terms and conditions, including timeliness. We have experienced, and expect to experience in the future, lengthy periods of time between our request for and the actual provision of the co-location space and telephone lines. An inability to obtain adequate and timely access to co-location space or prepare the copper lines properly for our DSL services on acceptable terms and conditions from incumbent telecommunication carriers could have a material and adverse effect on our business. Incumbent telecommunications carriers impose technical standards on DSL providers using their local loop lines. An incumbent carrier may impose technical standards that would force us to make costly technology upgrades to comply with these standards. Significant unanticipated capital expenditures associated with these technology upgrades could have a material adverse effect on us. In addition, technologies deployed on copper telephone lines, such as DSL, have the potential to interfere with other technologies on the copper telephone lines. Interference, or claims of interference, if widespread, could have a material and adverse effect on our business. The procedures to resolve interference issues between incumbent telecommunications carriers and DSL service providers are still being developed. Because we compete with incumbent telecommunication carriers in our markets, they may be reluctant to cooperate with us. The incumbent telecommunication carriers may experience, or claim to experience, a shortage of co-location space. If this occurs, we may not have alternate means of connecting our DSL equipment with the copper lines or connecting our equipment in central offices to our network. We expect to experience rejections of some of our co-location applications on the grounds that no space is available or that all available space has been allocated to our competitors. In addition, the price that the incumbent telecommunications carrier charges for space in any given co-location will vary. The price of some co-location space may make it commercially prohibitive for inclusion in our DSL network. If we are unable to obtain, at economically viable prices, physical co-location space from incumbent telecommunication carriers, we may face delays, additional costs or an inability to provide services in certain locations. Delays in obtaining access to co-location space or the rejection of our applications for co-location could result in delays in, and increased expenses associated with, the rollout of our services, which in turn could have a material and adverse effect on our business. Our dependence on the incumbent operators has caused and could continue to cause us to encounter delays in establishing our networks, provisioning lines and upgrading our services. These delays could adversely affect our relationships with our customers, harm our reputation or could otherwise have a material adverse effect on our business, prospects, financial condition and results of operations. WE MAY BE UNABLE TO EXPAND OUR DSL SERVICES EFFECTIVELY AND PROVIDE HIGH PERFORMANCE TO A SUBSTANTIAL NUMBER OF END USERS. Our ability to connect and manage a substantial number of end users using our planned DSL services at high transmission speeds is still unknown. While peak digital data transmission speeds across our planned DSL network to and from the central office and the end user are expected to exceed 1.5 megabits per second, the actual data transmission speeds over our network could be significantly slower due to: - the type of DSL technology deployed, - the distance an end user is located from a central office, - the configuration of the telecommunications line being used, 23 - the existence of and number of data transmission impediments on the incumbent operator's copper lines, - the gauge of the copper lines, and - the presence and severity of interfering transmissions on nearby lines. WE FACE SIGNIFICANT CHALLENGES IN OPERATING OUR BROADBAND INTERNET NETWORK. We are in the process of deploying our broadband internet network. Once our network is deployed, our success will depend on our ability to operate, manage and maintain the network and to generate and maintain traffic on the network. Successfully managing the broadband internet network, which we expect to be one of the first to employ wireless local loop, DSL and fiber lines in one system, is subject to many risks, including operating and technical problems and regulatory uncertainties. A major equipment failure or natural disaster affecting any of our switching offices or hardware could materially adversely affect our operations. The broadband internet network will be subject to risks that are outside our control, such as risks of damage to software and hardware from fire, power loss, natural disasters and general transmission failures which can be caused by a number of additional factors. Any failure of our network or other systems or hardware that causes significant interruption to our operations could materially affect us. If we have prolonged or significant system failures or our customers have difficulties in accessing or maintaining connection to our network, our relationship with our customers could be threatened, we could seriously damage our reputation, and we could experience customer attrition and financial losses. WE RELY ON THIRD PARTY SUPPLIERS FOR MANY IMPORTANT ASPECTS OF OUR OPERATIONS. We plan to use third parties to perform many key functions of deploying our broadband internet network and to manage the network and our operations. We will evaluate this decision on a country by country basis. Our ability to outsource key functions is particularly critical as we are in the process of hiring personnel for important functions. We may, for example, rely on suppliers, even on an exclusive basis, for: - installation of network switching, routing and transmitting equipment, - the development, implementation and operation of our management information system, - customer care services, such as customer care centers, customer bill preparation and on-site customer equipment installation, and - advertising. We will depend on these and other suppliers, many of whom are critical to our ability to implement our business strategy successfully. Our failure to enter into satisfactory supply agreements or the failure by these suppliers or any others to perform under their agreements with us may impact our ability to grow our business and service our customers, which would have a material adverse effect on our business. WE DEPEND ON OTHER SUPPLIERS FOR MANAGEMENT INFORMATION SYSTEMS WHICH ENABLE US TO PROVIDE KEY CUSTOMER CARE AND BILLING SERVICES THAT WE NEED FOR OUR BUSINESS. We need an effective and flexible system to provide customer billing, customer care functions, accounting and financial statements and other management functions. To produce customer bills efficiently, we will be required to record and process service detail records quickly and accurately for all of the access technologies we intend to deploy. In addition, any such system will be required to provide billing information for both direct services offered by us and indirect services offered by other providers. We require management information systems which will grow as our business expands and change as new technological developments occur. We are outsourcing the design, development and 24 operation and maintenance of the management information systems. However, the provider of these services may not be successful in establishing such systems and once established such systems may not meet our needs. We believe that the successful implementation and integration of new management information systems and back-office support will be important to our growth, as well as our ability to monitor and control costs, to bill customers accurately and in a timely fashion and to achieve operating efficiencies. There may be delays or cost-overruns or other adverse consequences in implementing these systems. Our inability to assume and implement systems, or to integrate new technologies in a timely and cost-effective manner, could negatively impact our ability to service our customers which may cause us to lose existing customers and prevent us from acquiring new ones. This would result in lower than anticipated revenues and could materially and adversely affect our business. WE MAY LOSE OUR EXPECTED EARLY MARKET ADVANTAGE DUE TO DELAYS. Our strategy is to be one of the first operators to provide broadband internet services to small and medium size businesses on a pan-European basis. If we suffer any delay in deploying our network in any country or our competitors deploy networks sooner than we anticipate, we may lose our expected early market advantage, which would affect our future results of operations and cash flow. Delays in the continued deployment of our network could: - limit the geographic scope of our services, - prevent us from providing services on a cost-effective basis, - reduce the number of customers and internet service providers, content providers, application service providers and alternative telecommunications carriers we can attract and the volume of traffic we carry, and - affect our ability to obtain lower cost capacity on other networks by swapping excess capacity or cause us to incur penalties for untimely delivery of promised capacity or could result in termination of our swaps. Any one of these results could prevent or delay us from increasing our operating revenues or could adversely impact gross margins. EUROPEAN USE OF THE INTERNET, ELECTRONIC COMMERCE AND THE DEMAND FOR BANDWIDTH INTENSIVE APPLICATIONS MAY NOT INCREASE AS SUBSTANTIALLY AS WE EXPECT WHICH WOULD LIMIT DEMAND FOR OUR SERVICES. Our business plan assumes that European use of the internet, electronic commerce and other bandwidth intensive applications will increase substantially in the next few years, in a manner similar to the increased use that the United States market has experienced over the past few years. If the use of bandwidth intensive applications in Europe does not increase as anticipated, demand for some of our services, including our internet and bandwidth services, could be substantially lower than we currently anticipate and our ability to generate revenues will be adversely affected. Our expectations are based on our market review and analysis which may prove to be inaccurate. Because there has been a limited history in Europe for the types of services we intend to offer, we have difficulty judging what the customer demand and market acceptance for those services will be. Nevertheless, based upon certain assumptions as to market acceptance of and customer demand for our planned services, we have committed and will continue to commit to: - significant operating expenses, - significant capital investments, and - operating leases, equipment supply contracts and service and financing arrangements. 25 If there is a lower level of overall demand in the European market for our telecommunications services or we fail to attract sufficient customers, our ability to generate revenues will be adversely affected. WE HAVE ENGAGED AND WILL CONTINUE TO ENGAGE IN JOINT VENTURES THAT ARE ACCOMPANIED BY INHERENT RISKS. We have formed joint ventures to apply for wireless local loop licenses in many of the European markets we intend to target, such as France and Spain. In several of these joint ventures, we cannot control operations without cooperation from our local partners. In Spain and France, we hold a minority interest in these ventures and share operational control. In Portugal, we operate through Teleweb, which is controlled by our local partner, Finantel. We may enter into future joint ventures with other companies. All joint ventures are accompanied by risks. These risks include: - the inability to make certain key strategic decisions in those countries without our local partners' consent, - diversion of our resources and management time, - inconsistent economic, business or legal interests or objectives among joint venture partners and between joint venture operations in different countries, - the possibility that a joint venture partner will default in connection with a capital contribution or other obligation, thereby forcing us to fulfill such obligation, and - difficulty maintaining uniform standards, controls, procedures and policies. We discuss our joint venture agreements in more detail in the section titled "Summary of Material Agreements--Joint Venture Agreements." TELECOMMUNICATIONS TECHNOLOGY IS CHANGING RAPIDLY, AND WE MAY FAIL TO RESPOND TO THOSE CHANGES ADEQUATELY OR QUICKLY ENOUGH TO REMAIN COMPETITIVE. The telecommunications industry is subject to rapid and significant changes in technology. Such changes could lead to new products and services that compete with those we offer or plan to offer. Changes could also lead to price decreases in competing products and services to the point where our products and services could become non-competitive. As new technologies develop, we may be placed at a competitive disadvantage and competitive pressures may force us to implement such new technologies at substantial cost. In addition, our competitors may implement new technologies before we are able to, allowing them to provide better services than ours. The effect of technological changes on our businesses cannot be predicted. In the future, we expect to experience competition from new or advanced fixed-line, wireless or satellite technologies, including high-speed wireless optical technology. Even if these factors develop as we anticipate, we may not be able to implement our strategy or be able to respond to such competitive pressures and adopt new technologies on a timely basis or at an acceptable cost. The technologies we plan to use or which we may decide to use in the future may not enjoy customer preference, may not operate as designed or may become obsolete. One or more of these factors could materially and adversely affect our business. WE MAY BE UNABLE TO ATTRACT AND RETAIN THE NECESSARY OPERATIONAL AND OTHER PERSONNEL REQUIRED TO ACHIEVE OUR BUSINESS PLAN. WE DEPEND ON THE EXPERIENCE OF OUR EXECUTIVE OFFICERS AND THE LOCAL KNOWLEDGE OF OUR IN-COUNTRY MANAGEMENT. ANY DIFFICULTY IN RETAINING OUR CURRENT EMPLOYEES WOULD ADVERSELY AFFECT OUR ABILITY TO OPERATE OUR BUSINESS. Our operations are managed by a small number of key executive officers, including our chief executive officer, Timothy Samples. These officers are critical to maintaining relationships with our local partners and suppliers and developing new opportunities for our network and services. In addition, we depend on a limited number of personnel in each country where we are building our 26 network, since they have extensive local knowledge of the industry and experience with the national regulators. The loss of any of these individuals could have a material adverse effect on us. We recently hired a number of our senior management, including our chief executive officer and chief financial officer. We need to hire hundreds of other persons in a short period of time in order to be able to execute our business plan. We are in the process of recruiting a substantial number of new employees, including sales and operational employees. Our success depends on our ability to continue to attract, recruit, integrate and retain these personnel as we grow. Competition for qualified personnel in Europe is intense, and there is generally a limited number of persons with the requisite experience in the internet and telecommunications sectors in which we operate. We may not be able to retain senior management, integrate new managers or recruit qualified personnel in the future. OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY. Our revenue currently depends upon a relatively small number of significant customers and contracts. We are also planning to expand our operations. The loss or addition of one or more of these customers or contracts or difficulties in our expansion plans could cause significant fluctuations in our financial performance. In addition, the significant expenses resulting from the expansion of our network and services are likely to lead to operating results that vary significantly from quarter to quarter. IF WE ARE UNABLE TO IMPROVE AND ADAPT OUR OPERATIONS AND SYSTEMS AS WE GROW, WE COULD LOSE CUSTOMERS AND REVENUES. We expect our business to continue to grow rapidly, which may significantly strain our customer support, sales and marketing, accounting and administrative resources, network operation and management and billing systems. Such a strain on our operational and administrative capabilities could adversely affect the quality of our services and our ability to collect revenues. To manage our growth effectively, we will have to develop our operational support and other back office systems and procedures and appropriate financial systems and controls. We will also have to expand and train our growing employee base to handle the increased volume and complexities of our business. We cannot assure you that we will maintain adequate internal operating, administrative and financial systems, procedures and controls, or obtain, train and adequately manage sufficient personnel to keep pace with our growth, which may result in our inability to grow our business as planned. In addition, if we fail to project traffic volume and routing preferences correctly, or to determine the optimal means of expanding the network, we could lose customers, make inefficient use of the network, have higher costs and lower profit margins. WE FACE MANY DIFFICULTIES AND UNCERTAINTIES IN CONNECTION WITH POTENTIAL ACQUISITIONS, INVESTMENTS AND STRATEGIC ALLIANCES. We may seek to acquire companies or customer bases and businesses from, make investments in or enter into strategic alliances with, other companies. We will encounter risks in these acquisitions, investments or strategic alliances, including: - the difficulty of identifying appropriate strategic transaction candidates in the countries in which we do business or intend to do business, - the difficulty of integrating the operations and personnel of the acquired entities, - the potential disruption to our ongoing business caused by senior management's focus on the strategic transactions, - the inability of management to capitalize on the opportunities presented by acquisitions, investments or strategic alliances, 27 - the failure to maintain uniform standards, controls, procedures and policies and the impairment of employee relations as a result of changes in management and ownership, and - the costs of acquiring and integrating businesses or engaging in other strategic transactions. Because of our limited operating history, we have only limited experience in managing these risks. Other than as discussed in this prospectus, we have no definitive agreement with respect to any acquisition, strategic alliance or investment, although from time to time we have discussions with other companies and assess opportunities on an ongoing basis. WE ARE CONTROLLED BY PARTIES WHOSE INTERESTS MAY NOT BE ALIGNED WITH YOURS. Our existing stockholders which hold Class A common stock will continue to hold a majority of our common stock after this offering. Holders of Class A common stock have the right to nominate for election a substantial majority of the directors to our board. As a result these stockholders will likely control the company even after they no longer control a majority of the shares of Class A and Class B common stock in the aggregate. Moreover, holders of Class A common stock have the right to vote as a class to approve mergers and other significant transactions relating to the company. In addition, pursuant to a stockholders agreement, certain holders of Class A common stock constituting a minority of our outstanding shares will effectively have the right to approve certain transactions including: (1) any consolidation, merger or acquisition of control, (2) any sale of all or substantially all of our assets, (3) any liquidation or dissolution, and (4) any submission or application to acquire any material license, other than the recently announced license in France, involving commitments of more than $20 million individually or more than $100 million in the aggregate. Certain of these rights terminate after specified events. We discuss our Class A and Class B common stock in more detail in the section titled "Description of Share Capital." This effective control of the company may present conflicts of interest between these Class A stockholders and us. They may pursue or cause us to pursue transactions that could enhance their controlling interest, or permit them to realize upon their investment, in a manner that is not in the interests of all stockholders or of non-Class A stockholders. These investors or their affiliates currently have significant investments in other telecommunications companies and may in the future invest in other entities engaged in the telecommunications business, some of which may compete with us. They are under no obligation to bring us any investment or business opportunities of which they are aware, even if opportunities are within our objectives. Conflicts may also arise in the negotiation or enforcement of arrangements we may enter into with entities in which these investors or their affiliates have an interest. THE PAN-EUROPEAN SCOPE OF OUR OPERATIONS MAY ADVERSELY AFFECT OUR BUSINESS. Our strategy is to develop a pan-European broadband internet network and offer our services on a pan-European basis. As we expand our operations into new countries, we may face some additional risks, including: - tariffs and other trade barriers, - restrictions on repatriation of earnings, - problems in collecting accounts receivable, - political risks, - potentially adverse tax consequences of operating in multiple jurisdictions, and - an adverse change in laws, regulation or administrative practices. 28 In addition, we are exposed to fluctuations in foreign currencies, since our revenues, costs, assets and liabilities are denominated in multiple local currencies. Fluctuations in foreign currencies may also make period to period comparisons of our results of operations difficult. WE FACE UNCERTAINTIES AND POTENTIAL HIDDEN COSTS FROM PROSPECTIVE REGULATION OF THE INTERNET. To date, regulations have not materially restricted the provision of internet services in our markets. However, the legal and regulatory environment that pertains to the internet is uncertain and may change. New laws and regulations may be adopted. Existing laws may be applied to the internet and new forms of electronic commerce. New and existing laws may cover issues such as: - sales or other taxes, - user privacy, - pricing controls, - characteristics and quality of products and services, - consumer protection and fraud prevention, - cross-border commerce, - libel and defamation, - copyright, trademark and patent infringement, - other claims based on the nature and content of internet materials, and - encryption. Uncertainty and new regulations could increase our costs and prevent our customers from selling their products and services over the internet using our platforms. It could also slow the growth of the internet significantly. This could delay growth in demand for our internet products and limit the growth of our internet-related revenues. WE ARE A HOLDING COMPANY SUBJECT TO RESTRICTIONS ON PAYMENTS TO US BY OUR SUBSIDIARIES AND JOINT VENTURES. We are a holding company and our only assets, other than the cash proceeds from financings, are shares of our operating subsidiaries and our interests in certain joint ventures. We will rely primarily on interest, loan repayments and other intercompany cash flows from our operating subsidiaries and joint ventures to generate the funds to pay the money we owe. Any future debt we borrow directly will be our obligation alone. The ability of our operating subsidiaries and joint ventures to make funds available to us to pay interest (or premium, if any) on our debt or to repay our debt at maturity or otherwise will depend upon a number of factors, including: - limitations of debt agreements under which our subsidiaries have borrowed money, - our operating subsidiaries' and joint ventures' abilities to generate positive cash flow, - statutory, taxation and other restrictions, - earnings, level of statutory reserves and capitalization, and - the terms and conditions of our various joint venture agreements. Our operating subsidiaries and joint ventures are separate and distinct legal entities and will have no obligation whatsoever to pay amounts due pursuant to our debt or to make funds available to us. 29 In addition, dividends and other payments to us from our operating subsidiaries and joint ventures may have tax consequences that will adversely affect us. WE MAY BE CLASSIFIED AS A PASSIVE FOREIGN INVESTMENT COMPANY FOR U.S. FEDERAL INCOME TAX PURPOSES. If we were to be considered a passive foreign investment company, or PFIC, for U.S. federal income tax purposes some U.S. taxpayers would be subject to a special U.S. federal income tax regime which could result in adverse tax consequences to those U.S. taxpayers. We intend to manage our affairs and the affairs of our subsidiaries so as to avoid or minimize the chances that we will be classified as a PFIC following this offering to the extent consistent with our other business goals and commitments. However, because we will not immediately invest the funds from this offering in active assets and we are likely not eligible for a special exception for ``start-up" companies, it is possible (depending on the rate of utilization of those funds) that we will be a PFIC for the current taxable year. We believe, however, based on our projections that it is unlikely that we would be a PFIC in years after the current taxable year. A further discussion of the PFIC rules and the ``QEF election," which, if timely and effectively made will allow U.S. holders of the Class B common stock or ADSs to avoid the adverse tax consequences of the PFIC rules, can be found under the heading ``Taxation--Certain United States Federal Income Tax Considerations--Passive Foreign Investment Company." THE ABSENCE OF A PRIOR PUBLIC MARKET FOR OUR SHARES OR THE ADSS CREATES UNCERTAINTY IN MARKET PRICE. Prior to this offering, you could not buy or sell our shares publicly. We plan to apply for quotation of the ADSs on the Nasdaq National Market. We also plan to seek to list our Class B common stock on the Neuer Markt segment of the Frankfurt Stock Exchange. However, an active public market for the shares or ADSs may not develop or be sustained after the offering. Moreover, if a market does develop, the market price of our shares or ADSs may decline below the initial public offering price. After the offering, the market price of the shares and ADSs may fluctuate significantly in response to a number of factors, some of which are beyond our control, including: - quarterly variations in our operating results, - changes in financial estimates by securities analysts, - changes in market valuations and the regulatory framework for telecommunications companies, - announcements by us, or our competitors, of significant contracts, acquisitions, strategic partnerships, joint ventures, business combinations, financial results or capital commitments, - loss of a major customer, - adverse relationships with our strategic equity partners and wireless local loop equity partners, - additions or departures of key personnel, and - sales of shares or ADSs. THE POSSIBLE VOLATILITY OF OUR STOCK PRICE COULD ADVERSELY AFFECT OUR SHAREHOLDERS. Historically, the market prices for securities of emerging companies in the telecommunications industry have been highly volatile. In addition, the stock markets have experienced significant price and volume fluctuations that have affected the market prices of equity securities of technology companies, particularly internet and telecommunications companies, and that often have been unrelated to the operating performance of those companies. These broad market fluctuations may adversely affect the market price of our shares or ADSs. Furthermore, following periods of volatility in the market price of a company's securities, shareholders of the company have often instituted securities class action litigation against the company. Any similar litigation against us could result in substantial costs and a 30 diversion of management's attention and resources, which could adversely affect the conduct of our business. INVESTORS IN OUR SHARES AND ADSS WILL INCUR IMMEDIATE DILUTION AND MAY EXPERIENCE FURTHER DILUTION. The initial offering price of our shares and ADSs will be substantially higher than the pro forma net tangible book value per share of the outstanding shares, including the shares represented by the ADSs, immediately after the offering. If you purchase shares or ADSs in this offering, you will incur an immediate and substantial dilution in the pro forma net tangible book value per share or ADS from the price you will have paid for the shares or ADSs. There are also options to purchase shares with exercise prices significantly below the estimated initial public offering price. To the extent such options are exercised, you will experience further dilution. THE SHARES ELIGIBLE FOR PUBLIC SALE AFTER THIS OFFERING COULD ADVERSELY AFFECT OUR STOCK PRICE. After this offering, there will be outstanding shares of Class B common stock on a fully diluted basis (assuming conversion of Class A common stock and non-voting junior preferred stock into Class B common stock), including shares represented by ADSs. If the underwriters exercise their over-allotment option in full, there will be shares of Class B common stock on a fully diluted basis (assuming conversion of Class A common stock and non-voting junior preferred stock into Class B common stock), including shares represented by ADSs, outstanding. Of these shares, the shares sold in this offering will be freely tradable, except for any shares purchased by our "affiliates," as defined in Rule 144 under the Securities Act of 1933. The currently outstanding shares will not be registered shares and may only be resold in compliance with the registration requirements under the Securities Act or pursuant to an exemption therefrom, and following the expiration of any lock-up agreements entered into with the underwriters. All of our directors and executive officers have agreed, and all of our other stockholders have agreed, for a period of 180 days after the date of this prospectus, that they will not, without the prior written consent of the representatives of the underwriters, directly or indirectly, offer to sell, sell or otherwise dispose of any shares. In addition, as of the date of this prospectus, there are outstanding options to purchase shares which become exercisable over a period of time and there are options for shares available for grant. We cannot predict if future sales of our shares or ADSs, or the availability of our shares or our ADSs for sale, will materially adversely affect the market price for our shares or ADSs, as the case may be, or our ability to raise additional capital by offering equity securities. CONVERSION TO THE EURO MAY RESULT IN INCREASED COSTS AND POSSIBLE ACCOUNTING, BILLING AND LOGISTICAL DIFFICULTIES IN OPERATING OUR BUSINESS. Until January 1, 2002, the euro will exist in electronic form only and the participating countries' individual currencies will persist in tangible form as legal tender. During the transition period, we must manage transactions in both the euro and the participating countries' respective individual currencies. There can be no assurance that we will not incur increased operational costs or have to modify or upgrade our information systems in order to respond to possible accounting, billing and other logistical problems resulting from the conversion to the euro. In addition, there can be no assurance that our third-party suppliers and customers will be able to successfully implement the necessary protocols. ENFORCING JUDGMENTS AGAINST US MAY REQUIRE COMPLIANCE WITH NON-U.S. LAW. Most of our assets are located outside the United States. You will need to comply with foreign laws to enforce judgments obtained in a U.S. court against our assets, including foreclosure upon such assets. In addition, it may not be possible for you to effect service of process within the United States upon us, or to enforce U.S. court judgments predicated upon U.S. federal securities law. 31 OUR FORWARD-LOOKING STATEMENTS MAY MATERIALLY DIFFER FROM ACTUAL EVENTS OR RESULTS. This prospectus contains forward-looking statements, which you can generally identify by our use of forward-looking words including "believe," "expect," "intend," "may," "will," "should," "could," "anticipate" or "plan" or the negative or other variations of these terms or comparable terminology, or by discussion of strategies that involve risks and uncertainties. We often use these types of statements when discussing: - our business plans and strategies, - our anticipation of profitability or cash flow from operations, - the development of our business, - the expected market for our services and products, - our anticipated capital expenditures, - changes in regulatory requirements, and - other statements contained in this prospectus regarding matters that are not historical facts. We caution you that these forward-looking statements are only predictions and estimates regarding future events and circumstances. We cannot assure you that we will achieve the future results reflected in these statements. 32 HOW WE INTEND TO USE THE PROCEEDS OF THIS OFFERING We estimate that we will receive net proceeds of approximately $210.6 million from this offering, assuming an initial public offering price of $ per ADS ([EURO] per share of Class B common stock), the mid-point of our estimated price range. If the underwriters fully exercise their over-allotment option, we estimate that we will receive net proceeds of approximately $ million. This estimate is after deducting estimated underwriting discounts, commissions and other fees and expenses payable by us. We intend to use the net proceeds of this offering to execute our business plan, which includes: - approximately $100.0 million in capital expenditures to: - build out our fiber optic backbone network in Germany and to develop fiber optic networks in France and Spain, - install wireless local loop equipment in Finland, France, Germany, Luxembourg, Portugal, Spain and Switzerland, - roll out DSL services in Germany, and - acquire new wireless local loop licenses; and - approximately $110.6 million for working capital and other general corporate purposes, including funding operating expenses, acquiring network assets and business development activities throughout Europe. Although we have no commitments or agreements with respect to any specific future acquisition or strategic investments, we have in the past, currently are having, and expect in the future to have, negotiations regarding possible acquisitions of or investments in businesses involved in the telecommunications and internet business, and, therefore, we may use a portion of the net proceeds of this offering for the acquisition of or investments in businesses which we believe are complementary to our own. We may not successfully complete any acquisitions or investment, or if an acquisition or investment is completed, we may not successfully integrate it into our business. We will retain broad discretion in the use of the net proceeds of this offering. The amounts and timing of our expenditures of the net proceeds will vary depending on a number of factors, including, if and when we are awarded additional licenses, the progress of our network deployment, competitive and technological developments and the rate of growth, if any, of our business. We cannot assure you that the uses will not vary from our current intentions. Pending these uses, we intend to invest the net proceeds from this offering in short-term, interest-bearing instruments. DIVIDEND POLICY We have never declared or paid a cash dividend on our shares and do not anticipate declaring or paying any cash dividends on shares of our common stock in the foreseeable future. We currently intend to retain any future earnings to finance the expansion and development of our business. Subject to the ratification by stockholders at the following general meeting of stockholders, decisions to pay interim dividends may only be made by FirstMark's board of directors. If we were to pay dividends, we would expect to pay them in either U.S. dollars or euro. Any cash dividends payable to holders of shares or ADSs who are nonresidents of Luxembourg would normally be subject to Luxembourg statutory withholding taxes. We describe this withholding tax in more detail in the section titled "Taxation--Certain Luxembourg Tax Considerations." Any future determination with respect to the payment of dividends on our shares will depend upon, among other things, our earnings, capital requirements, the terms of our existing indebtedness, applicable requirements of Luxembourg corporate law and other legal restrictions, general economic conditions and such other factors considered relevant by our board of directors. Our non-voting junior preferred stock has a priority dividend payment. In addition, our ability to pay dividends is restricted under the terms of our debt agreements. 33 DILUTION Our net tangible book value (deficit) as of March 31, 2000 was approximately [EURO] per share or $ per ADS giving effect to the receipt of the proceeds from our recent private equity issuance of $600 million. Net tangible book value (deficit) per share represents the amount of our total tangible assets less our total liabilities, divided by the number of shares outstanding. After giving effect to the receipt of $210.6 million of estimated net proceeds from the sale of shares in the offering and the receipt of $600 million in proceeds from our recent private equity commitment, our pro forma net tangible book value as of March 31, 2000 would have been approximately $ per share or $ per ADS. This represents an immediate increase of [EURO] per share, or $ per ADS, to existing shareholders and an immediate dilution of [EURO] per share, or $ per ADS, to new investors. The following table illustrates this dilution:
PER SHARE PER ADS --------- -------- Assumed initial public offering price.................... [EURO] $ Pro forma net tangible book value (deficit) as of March 31, 2000 after adjustment for our private equity issuance............................................... [EURO] $ Net tangible book value after adjustment for the offering............................................... Dilution in net tangible book value to new investors..... [EURO] $
The foregoing computations assume conversion of the Class A common stock and non-voting junior preferred stock into Class B common stock, and no exercise of any options or warrants or the over-allotment option. As of March 31, 2000, there were outstanding options to purchase an aggregate of shares at exercise prices ranging from [EURO] to [EURO] per share for the options. If all of the foregoing options had been exercised as of March 31, 2000, the net tangible book value at such date would have been [EURO] per share or $ per ADS, and the pro forma net tangible book value after giving effect to the offering would have been [EURO] per share or $ per ADS. This represents an immediate increase of [EURO] per share, or $ per ADS, to existing shareholders and an immediate dilution of [EURO] per share, or $ per ADS, to new investors. For all U.S. dollar calculations, we used an exchange rate of $ per [EURO]1.00. The following table summarizes, as of March 31, 2000, the number of shares purchased, the total consideration paid and the average price per share paid by the existing shareholders and the average price per share and per ADS paid by new investors, before deducting the underwriting discount and the estimated expenses of the offering payable by us:
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE AVERAGE ------------------- ------------------- PRICE PER PRICE PER NUMBER PERCENT AMOUNT PERCENT SHARE ADS -------- -------- -------- -------- --------- --------- (U.S. DOLLARS IN MILLIONS, EXCEPT SHARE AMOUNTS) Existing shareholders (1)................ $ 661.6 [EURO] $ New investors purchasing in this offering............................... --- --- ------- --- Total................................ 100% 100% === === ======= ===
- ------------------------ (1) Assumes receipt of the proceeds from our recent private equity commitment of $600 million. The foregoing data has been computed based upon the estimated number of shares to be outstanding after this offering, assuming no exercise of over-allotment option, and excluding shares reserved for issuance under our share option plan. 34 CAPITALIZATION The following table sets forth our cash position and total capitalization as of March 31, 2000, on an actual basis and as adjusted for certain events described below. You should read this information together with our combined financial statements and the notes to those statements appearing elsewhere in this prospectus.
AS OF MARCH 31, 2000 ----------------------------------------------- PRO FORMA AS ACTUAL PRO FORMA(1) ADJUSTED(2) ----------- ----------------- ------------- (U.S. DOLLARS, EXCEPT SHARE AMOUNTS) Cash and cash equivalents(3)................................ 17,887,816 596,887,816 807,512,816 =========== =========== ============= Total long-term debt and financing(4)....................... 26,381,140 26,381,140 26,381,140 Mandatorily redeemable preferred stock...................... -- 594,000,000 -- Stockholders' equity: Common stock, $1.50 par value: 110,001 shares authorized, 90,001 shares issued and outstanding, actual; 110,001 shares authorized, 90,001 shares issued and outstanding, pro forma; no shares authorized, shares issued and outstanding, pro forma as adjusted...................... 135,002 135,701 135,701 Class A common stock, $1.50 par value: no shares authorized, issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma as adjusted(5)(6)................................. -- -- 181,172 Class B common stock, $1.50 par value: no shares authorized, issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma as adjusted(6)(7)................................. -- -- -- Preferred convertible Series A stock, $1.50 par value: 10,100 shares authorized, 10,015 shares issued and outstanding, actual; 10,100 shares authorized, 10,015 shares issued and outstanding, pro forma; no shares authorized, issued and outstanding, pro forma as adjusted................................................ 15,023 15,023 -- Preferred convertible Series B stock, $1.50 par value: 2,525 shares authorized, 2,525 shares issued and outstanding, actual; 2,525 shares authorized, 2,525 shares issued and outstanding, pro forma; no shares authorized, issued and outstanding, pro forma as adjusted................................................ 3,788 3,788 -- Preferred convertible Series C stock, $1.50 par value: 11,043 shares authorized, 11,043 shares issued and outstanding, actual; 11,043 shares authorized, 11,043 shares issued and outstanding, pro forma; no shares authorized, issued and outstanding, pro forma as adjusted................................................ 16,564 16,564 -- Preferred convertible Series E stock, $1.50 par value: 1,198 shares authorized, 1,198 shares issued and outstanding, actual; 1,198 shares authorized, 1,198 shares issued and outstanding, pro forma; no shares authorized, issued and outstanding, pro forma as adjusted................................................ 1,797 1,797 -- Non-voting junior preferred stock, $1.50 par value: no shares authorized, issued and outstanding, actual and pro forma; shares authorized, shares issued and outstanding, pro forma as adjusted(8)............... -- -- 36,000 Additional paid-in capital................................ 154,161,423 156,309,531 960,754,531 Accumulated deficit....................................... (60,203,354) (58,558,237) (58,558,237) Deferred compensation cost(9)............................. (5,910,904) (5,910,904) (5,910,904) Accumulated other comprehensive loss...................... (659,297) (659,297) (659,297) ----------- ----------- ------------- Total stockholders' equity.............................. 87,560,042 91,353,966 895,978,966 ----------- ----------- ------------- Total capitalization.................................. 113,941,182 711,735,106 922,360,106 =========== =========== =============
(CONTINUED ON NEXT PAGE) 35 (1) Gives pro forma effect to the following events that occurred in the period from March 31, 2000 to the date hereof: - issuance of Series F and F-2 convertible preferred shares as part of the $600 million private equity issuance pursuant to agreements entered into on May 30, 2000, - the repayment of our previous credit facility, and - the conversion of a loan received from FirstMark Communications International to equity. (2) Gives pro forma effect to the effectiveness of this initial public offering which includes: - deferred compensation expenses resulting from the outstanding stock options under the existing 1999 stock incentive plan becoming exercisable (to the extent vested), - conversion of all existing preferred stock except Series F-2 convertible preferred stock into Class A common stock, - conversion of all Series F-2 convertible preferred stock into non-voting junior preferred stock, and - the sale of ADSs and shares offered in this offering at an assumed initial public offering price of [EURO] per share and $ per ADS (the mid-point of the price range on the cover page of this prospectus), after deducting the estimated underwriting discounts and commissions and offering expenses payable by us. (3) In the pro forma and pro forma as adjusted columns, $63 million of cash is restricted, pursuant to a pledge agreement, to collateralize our obligations under a performance bond issued in connection with the Spanish wireless local loop license award in Spain. (4) Total long-term debt and financing does not reflect the $63 million guaranteed performance bonds issued in connection with the Spanish wireless local loop license award. We also have credit facilities which, subject to certain conditions, would permit additional borrowings of up to $371.4 million. (5) Each share of Class A common stock automatically converts into one share of Class B common stock upon transfer to a person that is not a permitted holder. Does not reflect the shares of Class A common stock issuable upon exercise of stock options issued under an existing stock option incentive plan. (6) Additional shares of common stock may become issuable (i) upon exchange if certain rights are exercised by our French and Spanish partners and the lessor of our German dark fiber and (ii) under an incentive agreement with our Luxembourg partner. (7) Since the number of shares of Class B common stock issued in this offering has not been determined, all proceeds are allocated to additional paid-in capital. Once this allocation is determined, part of the proceeds will be allocated to the Class B common stock. Does not reflect shares of Class B common stock that may become issuable under our new stock option incentive plan. (8) Non-voting junior preferred stock converts into either one share of Class A or Class B common stock, subject to adjustment, upon transfer. The preferred stock holders are entitled to a dividend at an annual rate equal to $0.0075 per share. (9) Reflects deferred compensation cost related to shares granted to shareholders and third parties at values lower than fair market value. 36 SELECTED CONSOLIDATED FINANCIAL DATA We present below our selected historical consolidated financial data. We derived the historical consolidated data for the years ended December 31, 1999 and 1998 from our audited consolidated financial statements which have been audited by Arthur Andersen, independent public accountants, and are included elsewhere in this prospectus. We began operations in 1998. We derived the historical consolidated data for the three months ended March 31, 1999 and 2000 from our unaudited consolidated financial statements which are included elsewhere in this prospectus. The results for the most recent three months, which, in the opinion of management, include all adjustments necessary for a fair presentation of the results for the unaudited periods, should not be viewed as indicative of results for the year ending December 31, 2000. The following selected consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements, including the notes related thereto, which are included elsewhere in this prospectus.
UNAUDITED THREE MONTHS ENDED MARCH 31, YEAR ENDED DECEMBER 31, --------------------------------- --------------------------- 2000 1999 1999 1998(1) --------------- --------------- ------------ ------------ (U.S. DOLLARS, EXCEPT SHARE DATA) STATEMENT OF PROFIT AND LOSS DATA: Revenue............................................. 2,518,752 -- 117,409 -- Cost of revenue..................................... (1,277,081) -- (69,088) -- ----------- ----------- ----------- ------------ Gross margin........................................ 1,241,671 -- 48,321 -- Selling, general and administrative expenses(2)..... (27,462,490) (1,189,839) (24,678,920) (1,448,201) ----------- ----------- ----------- ------------ Operating loss...................................... (26,220,819) (1,189,839) (24,630,599) (1,448,201) Other income Interest income and other......................... 29,651 -- 342,182 -- Interest expense and other(3)..................... (5,467,229) -- (6,732,972) -- ----------- ----------- ----------- ------------ Loss before income taxes............................ (31,658,397) (1,189,839) (31,021,389) (1,448,201) Income taxes........................................ (1,945) -- -- -- Minority interest................................... 597,734 -- 1,031,240 26,884 ----------- ----------- ----------- ------------ Net loss............................................ (31,062,608) (1,189,839) (29,990,149) (1,421,317) =========== =========== =========== ============ Net loss per common share basic and diluted................................. (345) (13) (333) (16) =========== =========== =========== ============ Weighted average shares outstanding basic and diluted(4).............................. 90,001 90,001 90,001 90,001 =========== =========== =========== ============ STATEMENT OF CASH FLOW DATA: Net cash used in operating activities............... (21,471,560) (1,022,764) (17,958,336) (1,448,201) Net cash (used in) provided by investing activities........................................ (16,822,132) (18,462) 15,371,165 (132,627) Net cash provided by financing activities........... 34,623,066 1,067,368 21,114,254 1,846,206 OTHER FINANCIAL DATA: EBITDA(5)........................................... (22,807,182) (1,181,566) (22,572,939) (1,448,201) Capital expenditures(6)............................. (14,965,591) (18,462) (2,368,901) (152,908) BALANCE SHEET DATA (AT END OF PERIOD): Cash and cash equivalents........................... 17,887,816 291,520 20,886,790 265,378 Total assets........................................ 279,692,696 506,602 155,844,284 418,286 Long-term debt and financing........................ 26,381,140 -- 27,729,828 -- Stockholders' equity (deficit)...................... 87,560,042 (2,490,437) 99,714,115 (1,300,598)
- ------------------------------ (1) Includes only the period from July 8, 1998 (date of inception) to December 31, 1998. (2) For purposes of this consolidated financial data, selling, general and administrative expenses include license acquisition costs. (3) For purposes of this consolidated financial data, interest expense and other includes net exchange loss and equity in net loss of affiliates. (4) Does not give effect to proposed split of the Class A common stock and the non-voting junior preferred stock. (5) EBITDA stands for earnings before interest, taxes, depreciation and amortization. EBITDA is used by management and certain investors as an indicator of a company's ability to service debt and to satisfy its capital requirements. However, EBITDA is not a measure of financial performance under US GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities, as a measure of liquidity or an alternative to net income as indicators of our operating performance or any other measure of performance derived under generally accepted accounting principles. EBITDA as presented may not be comparable to other similarly titled measures of other companies or to similarly titled measures as calculated under our debt agreements. (6) Includes only capital expenditures for property and equipment. 37 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION The unaudited pro forma consolidated financial information has been prepared to reflect the following transactions: (1) Our acquisition of LambdaNet Communications GmbH on January 24, 2000. This acquisition is reflected in the historic financial statements from November 15, 1999, which is the date on which our controlling stockholder, FirstMark Communications International, acquired the controlling interest in LambdaNet. (2) The issuance of 96,000 shares of Series F convertible preferred shares and 24,000 shares of Series F-2 convertible preferred stock effected through a private equity issuance of $600 million. (3) The repayment of the $50 million Credit Facility with the proceeds of the private equity issuance. (4) The conversion of a loan received from FirstMark Communications International to equity. (5) The effect of this offering is as follows: a. compensation expense to be recorded as a result of stock options to employees, directors and others becoming exercisable upon the effectiveness of this initial public offering; b. the conversion of all existing shares of preferred stock (other than the Series F-2 Convertible Preferred stock) into Class A common stock; c. the conversion of the Series F-2 convertible preferred stock into non-voting junior preferred stock; and d. the sale of ADSs and shares offered in this transaction at an assumed initial public offering price of $ per ADS or [EURO] per share (the mid-point of the price range on the cover page of this prospectus), after deducting the estimated underwriting discounts and commissions and offering expenses payable by us. The unaudited pro forma consolidated statements of profit and loss for the fiscal year ended December 31, 1999 and for the three months ended March 31, 2000 have been prepared to reflect these transactions as if they had taken place on January 1, 1999, except for the acquisition of LambdaNet, which is included in the consolidated statements of profit and loss as if it had occurred on April 21, 1999, the date on which LambdaNet was incorporated. The unaudited pro forma consolidated balance sheet reflects the same transactions as if they had taken place on March 31, 2000. The unaudited pro forma consolidated financial information has been prepared from our unaudited consolidated financial statements for the three months ended March 31, 2000, from our audited consolidated financial statements for the year ended December 31, 1999, and from the audited financial statements of LambdaNet for the period from April 21, 1999 (date of incorporation) to November 15, 1999, the date from which LambdaNet has been reflected in our consolidated financial statements. The unaudited pro forma consolidated financial information is provided for illustrative purposes only. It does not purport to represent what our actual results of operations or financial position would have been had the transactions occurred on the respective dates assumed. It is also not necessarily indicative of our future operating results or consolidated financial position. The unaudited pro forma consolidated financial information should be read in conjunction with "Capitalization," "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and related notes included elsewhere in this prospectus. 38 The pro forma adjustments reflected in the accompanying unaudited pro forma consolidated financial information reflect estimates and assumptions made by our management that it believes to be reasonable. No account has been taken of any possible synergies or cost savings that could have been realized had the acquisition of LambdaNet taken place on the date assumed. Since both entities have incurred substantial losses since incorporation, no tax adjustments have been reflected in the pro forma financial information on the basis that a 100% valuation allowance would be recorded against any tax losses arising and any income would be sheltered by the availability of tax losses brought forward. 39 UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
PRO FORMA ADJUSTMENTS FIRSTMARK LAMBDANET ------------------------------ COMMUNICATIONS COMMUNICATIONS EUROPE S.A. AND GMBH LAMBDANET SUBSIDIARIES FOR THE PERIOD COMMUNICATIONS FOR THE YEAR FROM APRIL 21, GMBH ENDED 1999 TO ACQUISITION CONVERSION OF DECEMBER 31, NOVEMBER 15, ADJUSTMENTS FMCI LOAN 1999 1999 (1) (4) --------------- --------------- -------------- ------------- (U.S. DOLLARS, EXCEPT SHARE AMOUNTS) Revenue............................................. 117,409 Cost of revenue..................................... (69,088) ----------- ----------- ---------- ------- Gross margin........................................ 48,321 Selling, general and administrative expenses........ (24,543,589) (16,802,220) (4,126,888)(d) License acquisition costs........................... (135,331) ----------- ----------- ---------- ------- OPERATING LOSS........................................ (24,630,599) (16,802,220) (4,126,888) -- Interest expense and other.......................... (369,730) 2,384(a) 148,495 Interest income and other........................... 342,182 99,803 (2,384)(a) Exchange loss, net.................................. (429,124) Equity in net loss of affiliates.................... (5,934,118) 4,557,972(b) ----------- ----------- ---------- ------- LOSS.................................................. (31,021,389) (16,702,417) 431,084 148,495 Minority interest..................................... 1,031,240 3,340,483(c) ----------- ----------- ---------- ------- NET LOSS.............................................. (29,990,149) (16,702,417) 3,771,567 148,495 =========== =========== ========== ======= Weighted average number of shares outstanding during the period.......................................... 90,001 Basic and diluted loss per common share(6)............ (333) PRO FORMA ADJUSTMENTS ------------------------ UNAUDITED PRO FORMA FOR THE YEAR ENDED OFFERING DECEMBER 31, SUB TOTAL (5) 1999 ----------- ---------- ------------- (U.S. DOLLARS, EXCEPT SHARE AMOUNTS) Revenue............................................. 117,409 117,409 Cost of revenue..................................... (69,088) (69,088) ----------- -------- ----------- Gross margin........................................ 48,321 48,321 Selling, general and administrative expenses........ (45,472,697) (555,927) (46,028,624) License acquisition costs........................... (135,331) (135,331) ----------- -------- ----------- OPERATING LOSS........................................ (45,559,707) (555,927) (46,115,634) Interest expense and other.......................... (218,851) (218,851) Interest income and other........................... 439,601 439,601 Exchange loss, net.................................. (429,124) (429,124) Equity in net loss of affiliates.................... (1,376,146) (1,376,146) ----------- -------- ----------- LOSS.................................................. (47,144,227) (555,927) (47,700,154) Minority interest..................................... 4,371,723 4,371,723 ----------- -------- ----------- NET LOSS.............................................. (42,772,504) (555,927) (43,328,431) =========== ======== =========== Weighted average number of shares outstanding during the period.......................................... 90,001 Basic and diluted loss per common share(6)............ (481)
40 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AT MARCH 31, 2000
PRO FORMA ADJUSTMENTS FIRSTMARK ------------------------------------------------------------- COMMUNICATIONS EUROPE S.A. AND REPAYMENT OF SUBSIDIARIES PRIVATE THE CREDIT UNAUDITED AT EQUITY ROUND FACILITY OFFERING PRO FORMA AT MARCH 31, 2000 (2) (3) SUB TOTAL (5) MARCH 31, 2000 --------------- ------------- ------------ ----------- ---------------- -------------- (U.S. DOLLARS) ASSETS CURRENT ASSETS: Cash and cash equivalents.... 17,887,816 531,000,000 (15,000,000) 533,887,816 210,625,000 744,512,816 Restricted cash.............. 63,000,000 63,000,000 63,000,000 ----------- ----------- ----------- ----------- ----------- ------------- 17,887,816 594,000,000 (15,000,000) 596,887,816 210,625,000 807,512,816 Accounts receivable-- Trade........................ 2,068,459 2,068,459 2,068,459 From affiliated companies.... 3,776,436 3,776,436 3,776,436 Other........................ 9,831,373 9,831,373 9,831,373 ----------- ----------- ----------- ----------- ----------- ------------- 15,676,268 -- -- 15,676,268 -- 15,676,268 Deferred charges............. 5,972,675 5,972,675 5,972,675 Prepaid expenses and other current assets............. 2,032,451 2,032,451 2,032,451 ----------- ----------- ----------- ----------- ----------- ------------- TOTAL CURRENT ASSETS....... 41,569,210 594,000,000 (15,000,000) 620,569,210 210,625,000 831,194,210 ----------- ----------- ----------- ----------- ----------- ------------- PROPERTY AND EQUIPMENT, AT COST...................... 37,046,323 37,046,323 37,046,323 Less--accumulated depreciation............... (1,549,350) (1,549,350) (1,549,350) ----------- ----------- ----------- ----------- ----------- ------------- 35,496,973 -- -- 35,496,973 -- 35,496,973 ----------- ----------- ----------- ----------- ----------- ------------- INTANGIBLE ASSETS, AT COST Goodwill..................... 76,154,757 76,154,757 76,154,757 Licenses..................... 113,294,443 113,294,443 113,294,443 GasLINE Agreement............ 11,517,201 11,517,201 11,517,201 Other........................ 5,496,091 5,496,091 5,496,091 ----------- ----------- ----------- ----------- ----------- ------------- 206,462,492 -- -- 206,462,492 -- 206,462,492 Less--accumulated depreciation............... (3,835,979) (3,835,979) (3,835,979) ----------- ----------- ----------- ----------- ----------- ------------- 202,626,513 -- -- 202,626,513 -- 202,626,513 ----------- ----------- ----------- ----------- ----------- ------------- -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ------------- TOTAL ASSETS............. 279,692,696 594,000,000 (15,000,000) 858,692,696 210,625,000 1,069,317,696 =========== =========== =========== =========== =========== =============
41 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AT MARCH 31, 2000 (CONTINUED)
PRO FORMA ADJUSTMENTS FIRSTMARK -------------------------------------------- COMMUNICATIONS EUROPE S.A. AND REPAYMENT OF SUBSIDIARIES PRIVATE THE CREDIT CONVERSION OF AT EQUITY ROUND FACILITY FMCI LOAN MARCH 31, 2000 (2) (3) (4) --------------- ------------- ------------ ------------- (U.S. DOLLARS) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable-- Trade........................ 125,784,348 Other........................ 9,424,727 ----------- ----------- ----------- ---------- 135,209,075 -- -- -- Accrued liabilities.............. 7,792,680 (1,463,924) Short term debt.................. 15,000,000 (15,000,000) -- Long-term debt maturing within one year....................... -- ----------- ----------- ----------- ---------- 158,001,755 -- (16,463,924) -- ----------- ----------- ----------- ---------- LONG TERM LIABILITIES: Long-term debt and financing..... 26,381,140 Advances from stockholders....... 2,581,587 (2,330,000) ----------- ----------- ----------- ---------- 28,962,727 -- -- (2,330,000) ----------- ----------- ----------- ---------- TOTAL LIABILITIES............ 186,964,482 -- (16,463,924) (2,330,000) ----------- ----------- ----------- ---------- MINORITY INTEREST.................. 5,168,172 ----------- ----------- ----------- ---------- COMMITMENTS AND CONTINGENCIES MANDATORILY REDEEMABLE PREFERRED STOCK............................ 594,000,000 ----------- ----------- ----------- ---------- STOCKHOLDERS' EQUITY Common stock..................... 135,002 699 Class A common stock, $1.50 par value.......................... -- Class B common stock, $1.50 par value.......................... -- Preferred convertible Series A stock, $1.50 par value......... 15,023 Preferred convertible Series B stock, $1.50 par value......... 3,788 Preferred convertible Series C stock, $1.50 par value......... 16,564 Preferred convertible Series E stock, $1.50 par value......... 1,797 Non-voting junior preferred stock, $1.50 par value......... -- Additional paid-in capital....... 154,161,423 2,148,108 Accumulated deficit.............. (60,203,354) 1,463,924 181,193 Deferred compensation cost....... (5,910,904) Accumulated other comprehensive income......................... (659,297) ----------- ----------- ----------- ---------- TOTAL STOCKHOLDERS' EQUITY... 87,560,042 -- 1,463,924 2,330,000 ----------- ----------- ----------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY....... 279,692,696 594,000,000 (15,000,000) -- =========== =========== =========== ========== PRO FORMA ADJUSTMENTS -------------------------------- UNAUDITED OFFERING PRO FORMA AT SUB TOTAL (5) MARCH 31, 2000 ------------ ----------------- --------------- (U.S. DOLLARS) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable-- Trade........................ 125,784,348 125,784,348 Other........................ 9,424,727 9,424,727 ----------- ------------ ------------- 135,209,075 -- 135,209,075 Accrued liabilities.............. 6,328,756 6,328,756 Short term debt.................. -- -- -- Long-term debt maturing within one year....................... -- -- ----------- ------------ ------------- 141,537,831 -- 141,537,831 ----------- ------------ ------------- LONG TERM LIABILITIES: Long-term debt and financing..... 26,381,140 26,381,140 Advances from stockholders....... 251,587 -- 251,587 ----------- ------------ ------------- 26,632,727 -- 26,632,727 ----------- ------------ ------------- TOTAL LIABILITIES............ 168,170,558 -- 168,170,558 ----------- ------------ ------------- MINORITY INTEREST.................. 5,168,172 5,168,172 ----------- ------------ ------------- COMMITMENTS AND CONTINGENCIES MANDATORILY REDEEMABLE PREFERRED STOCK............................ 594,000,000 (594,000,000) -- ----------- ------------ ------------- STOCKHOLDERS' EQUITY Common stock..................... 135,701 -- 135,701 Class A common stock, $1.50 par value.......................... -- 181,172 181,172 Class B common stock, $1.50 par value.......................... -- -- Preferred convertible Series A stock, $1.50 par value......... 15,023 (15,023) -- Preferred convertible Series B stock, $1.50 par value......... 3,788 (3,788) -- Preferred convertible Series C stock, $1.50 par value......... 16,564 (16,564) -- Preferred convertible Series E stock, $1.50 par value......... 1,797 (1,797) -- Non-voting junior preferred stock, $1.50 par value......... -- 36,000 36,000 Additional paid-in capital....... 156,309,531 804,445,000 960,754,531 Accumulated deficit.............. (58,558,237) (58,558,237) Deferred compensation cost....... (5,910,904) (5,910,904) Accumulated other comprehensive income......................... (659,297) (659,297) ----------- ------------ ------------- TOTAL STOCKHOLDERS' EQUITY... 91,353,966 804,625,000 895,978,966 ----------- ------------ ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY....... 858,692,696 210,625,000 1,069,317,696 =========== ============ =============
42 UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE THREE MONTHS ENDED MARCH 31, 2000
PRO FORMA ADJUSTMENTS FIRSTMARK -------------------------------------------------------- COMMUNICATIONS EUROPE S.A. AND REPAYMENT UNAUDITED SUBSIDIARIES FOR OF THE PRO FORMA FOR THE THREE CREDIT CONVERSION OF THE THREE MONTHS ENDED FACILITY FMCI LOAN OFFERING MONTHS ENDED MARCH 31, 2000 (3) (4) SUB TOTAL (5) MARCH 31, 2000 ---------------- ---------- ------------- ----------- ------------- -------------- (U.S. DOLLARS, EXCEPT SHARE AMOUNTS) Revenue.......................... 2,518,752 2,518,752 2,518,752 Cost of revenue.................. (1,277,081) (1,277,081) (1,277,081) ----------- ----------- ----------- Gross margin..................... 1,241,671 1,241,671 1,241,671 Selling, general and administrative expenses........ (27,163,922) (27,163,922) (1,219,073) (28,382,995) License acquisition costs........ (298,568) (298,568) (298,568) ----------- --------- ------ ----------- ---------- ----------- OPERATING LOSS................... (26,220,819) -- -- (26,220,819) (1,219,073) (27,439,892) Interest expense and other....... (3,306,078) 1,463,924 32,698 (1,809,456) (1,809,456) Interest income and other........ 29,651 29,651 29,651 Exchange loss, net............... (288,268) (288,268) (288,268) Equity in net loss of affiliates..................... (1,872,883) (1,872,883) (1,872,883) ----------- --------- ------ ----------- ---------- ----------- LOSS BEFORE INCOME TAXES......... (31,658,397) 1,463,924 32,698 (30,161,775) (1,219,073) (31,380,848) Income taxes..................... (1,945) (1,945) (1,945) ----------- --------- ------ ----------- ---------- ----------- LOSS AFTER INCOME TAXES (31,660,342) 1,463,924 32,698 (30,163,720) (1,219,073) (31,382,793) Minority interest................ 597,734 597,734 597,734 ----------- --------- ------ ----------- ---------- ----------- NET LOSS......................... (31,062,608) 1,463,924 32,698 (29,565,986) (1,219,073) (30,785,059) =========== ========= ====== =========== ========== =========== Weighted average number of shares outstanding during the period......................... 90,001 90,001 Basic and diluted loss per common share(6)....................... (345) (342)
43 NOTES TO THE PRO FORMA FINANCIAL INFORMATION (1) ACQUISITION ADJUSTMENTS FOR LAMBDANET COMMUNICATIONS GMBH: On April 21, 1999, FirstMark Fiber Holdings LLC, along with the current LambdaNet management team, incorporated LambdaNet with a total contribution of approximately $26,000. FirstMark Fiber Holdings received 80% of the common stock of LambdaNet with LambdaNet management and external consultants receiving the remaining 20%. On July 14, 1999, FirstMark Fiber Holdings subscribed for its proportion of the additional shares as a result of the signing of the GasLINE agreement and paid 100% of the share premium for an aggregate consideration of $33.5 million in cash. In November 1999, the fund investors in FirstMark Fiber Holdings contributed their interest to FirstMark Communications International in exchange for shares in FirstMark Communications International. FirstMark Communications International then controlled 80% of LambdaNet. On January 24, 2000, FirstMark Fiber Holdings contributed its 80% ownership interest in LambdaNet to us in exchange for 9,937 newly issued shares of Series C convertible preferred stock. At the date of this transaction, both we and FirstMark Fiber Holdings were under the common control of FirstMark Communications International. The adjustments included in the pro forma in respect of the above are as follows: a. Elimination of interest in the amount of $2,384 charged by FirstMark on the advances granted to LambdaNet for the period ended November 15, 1999; b. Elimination of an initial equity investment approximating 28% in LambdaNet and the equity in the net loss of LambdaNet for the period from April 21, 1999 to November 15, 1999; c. The recognition of a minority interest of 20% based on the assumption that we owned 80% of LambdaNet since its inception; and d. Amortization of the purchase goodwill in the amount of $4,126,888, which was recorded when LambdaNet was acquired on November 15, 1999 for the period from April 21, 1999 to November 15, 1999. Refer to Note 14 of our consolidated financial statements for the year ended December 31, 1999 appearing elsewhere in this prospectus for further detail on the allocation of the consideration paid for the net assets acquired. (2) ISSUANCES OF SERIES F AND SERIES F-2 CONVERTIBLE PREFERRED SHARES IN THE PRIVATE EQUITY ISSUANCE: a. The adjustment reflects receipt of net proceeds from the private equity issuance, reflecting the issuance of 96,000 shares of Series F convertible preferred stock and 24,000 shares of Series F-2 convertible preferred stock. The aggregate net proceeds were $594 million, including a deduction of $6 million reflecting the direct costs of issuance. The difference between gross and net proceeds received will be accreted over the period to redemption. The shares of the Series F convertible preferred stock are convertible into common stock at any time at the option of the holder and are mandatorily redeemable on June 30, 2007 if they have not yet been converted to common shares. b. On April 7, 2000, FirstMark issued 10,392 shares of Series F-1 convertible preferred stock at a price of $6,062 per share for aggregate proceeds of $63 million in return for obtaining ABN AMRO's commitment for a Spanish performance bond. These 10,392 shares of Series F-1 convertible preferred stock were repurchased and cancelled at par value by FirstMark immediately preceding the private equity issuance. In addition, from the proceeds of the private equity issuance, FirstMark collateralized the Spanish performance bond with a cash deposit of $63 million as reflected in restricted cash. c. On April 27, 2000, FirstMark issued 383 shares of Series E convertible preferred stock at a par value of $1.50 per share in return for ABN AMRO's increase of the Convertible Facility. 44 These 383 shares of Series E convertible preferred stock were cancelled at par value by FirstMark immediately preceding the private equity issuance. As these two transactions do not result in a net effect on the financial statements of FirstMark, they are not reflected in the pro forma information. (3) REPAYMENT OF CREDIT FACILITY: a. As of March 31, 2000, FirstMark had drawn $15 million on the Credit Facility. By June 1, 2000 FirstMark drew the remaining $35 million. With proceeds from the private equity offering, FirstMark fully repaid the $50 million outstanding on the Credit Facility. Consequently, we eliminated the related deferred loan cost in the pro forma balance sheet in the amount of $5,972,675. The immediate write-offs of the deferred loan cost of $5,972,675 is not reflected in the pro forma income statement since it will be classified as an extraordinary item. Interest Expense related to the Credit Facility of $1,463,924 for the period January 19, 2000 (inception of the Credit Facility) through March 31, 2000 has not been eliminated from the pro forma Income Statement. (4) CONVERSION OF FMCI LOAN TO EQUITY: a. On June 16, 2000 FMCI converted its outstanding loan to FirstMark into Class A common stock. As a result, the pro forma reflects the reversal of the related interest expense in the amount of $148,495 and $32,698 for December 31, 1999 and for the three months ended March 31, 2000, respectively. (5) ADJUSTMENTS RESULTING FROM THE EFFECTIVENESS OF THIS INITIAL PUBLIC OFFERING: a. The outstanding stock options under the existing 1999 stock incentive plan become exercisable (to the extent vested) following an initial public offering. Consequently, deferred compensation expense in the amount of $1,775,000 has been calculated and included as a pro forma adjustment. This deferred compensation expense is amortized over the vesting period or 48 months beginning on the employees commencement date resulting in an increase in selling general and administrative expenses of $555,927 and $1,219,073 for the fiscal year ended December 31, 1999 and for the three months ended March 31, 2000, respectively. For the full year ended December 31, 2000 deferred compensation would amount to $11,616,927, December 31, 2001 and 2002; $10,491,625, December 31, 2003; $8,699,156, December 31, 2004; $667,167. The balance sheet at March 31, 2000 reflects this compensation cost. b. All existing shares of preferred stock, including the mandatorily redeemable preferred shares, and except Series F-2 convertible preferred stock, are automatically converted into Class A common stock immediately prior to the close of the initial public offering. c. All shares of Series F-2 convertible preferred stock are automatically converted into non-voting junior preferred stock immediately prior to the close of the initial public offering. d. Proceeds in the amount of $225 million received from this initial public offering adjusted for aggregate transaction fees in the amount of $14.4 million. The adjustments are summarized in the following tables. 45 Unaudited Pro Forma Consolidated Statement of Profit and Loss for the Fiscal Year Ended December 31, 1999
ADJUSTMENTS RESULTING FROM 5.A. 5.B. 5.C. 5.D. THE OFFERING ------------ ------------ ------------ ----------- -------------- US$ US$ US$ US$ US$ ------------ ------------ ------------ ----------- -------------- Selling, general and administrative expenses...... (555,927) (555,927) ------------ ------------ ------------ ----------- ------------ Operating loss...................................... (555,927) -- -- -- (555,927) ------------ ------------ ------------ ----------- ------------ Net loss............................................ (555,927) -- -- -- (555,927) ============ ============ ============ =========== ============
Unaudited Pro Forma Consolidated Statement of Profit and Loss for the Three Months Ended March 31, 2000
ADJUSTMENTS RESULTING FROM 5.A. 5.B. 5.C. 5.D. THE OFFERING ------------ ------------ ------------ ----------- -------------- US$ US$ US$ US$ US$ ------------ ------------ ------------ ----------- -------------- Selling, general and administrative expenses...... (1,219,073) (1,219,073) ------------ ------------ ------------ ----------- ------------ Operating loss...................................... (1,219,073) -- -- -- (1,219,073) ------------ ------------ ------------ ----------- ------------ Net loss............................................ (1,219,073) -- -- -- (1,219,073) ============ ============ ============ =========== ============
Unaudited Pro Forma Consolidated Balance Sheet at March 31, 2000
ADJUSTMENTS RESULTING FROM 5.A. 5.B. 5.C. 5.D. THE OFFERING ------------ ------------ ------------ ------------ -------------- US$ US$ US$ US$ US$ ------------ ------------ ------------ ------------ -------------- ASSETS CURRENT ASSETS: Cash and cash equivalents........................ 210,625,000 210,625,000 ------------ ------------ ------------ ------------ ------------ 210,625,000 210,625,000 ============ ============ ============ ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY MANDATORILY REDEEMABLE PREFERRED STOCK............. (475,200,000) (118,800,000) (594,000,000) ------------ ------------ ------------ ------------ ------------ STOCKHOLDERS' EQUITY Class A common stock............................... 181,172 181,172 Preferred convertible Series A stock (10,100 shares authorized and 10,015 shares issued with par value of $1.50).................................. (15,023) (15,023) Preferred convertible Series B stock (2,525 shares authorized and issued with par value of $1.50)... (3,788) (3,788) Preferred convertible Series C stock (11,043 shares authorized and issued with par value of $1.50)... (16,564) (16,564) Preferred convertible Series E stock (1,198 shares authorized and issued with par value of $1.50)... (1,797) (1,797) Junior preferred stock (24,000 shares authorized and issued with par value of $1.50).............. 36,000 36,000 Additional paid-in capital......................... 475,056,000 118,764,000 210,625,000 804,445,000 ------------ ------------ ------------ ------------ ------------ TOTAL STOCKHOLDERS' EQUITY....................... -- 475,200,000 118,800,000 210,625,000 804,625,000 ------------ ------------ ------------ ------------ ------------ -- (4,800,000) (1,200,000) 210,625,000 204,625,000 ============ ============ ============ ============ ============
46 (6) LOSS PER COMMON SHARE: Loss per share has been calculated to reflect the acquisition of LambdaNet, the conversion of preferred stock to common stock, and the initial public offering. In calculating the loss per share, the following assumptions were made: (a) No account has been taken of the immediate charge of $ to accumulated deficit that will occur when the shares of preferred stock are convertible to common stock because this is a one-off nonrecurring charge. (b) No account has been taken of the shares offered in this offering since all the proceeds will be used for general corporate purposes. See "Use of Proceeds" for further details. 47 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following management's discussion and analysis should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this prospectus. All statements in this section of this prospectus that are not clearly historical in nature are forward-looking. These forward-looking statements are inherently predictive and speculative and no assurance can be given that any such statements will prove to be correct. Actual results and developments may be materially different from those expressed or implied by such statements. OVERVIEW We aim to be a rapidly growing broadband internet services provider of business-to-business network, voice, video and data communications, and on-net, application/information technology services in Europe. Our strategy is to become one of the first providers of pervasive broadband internet access and on-net business solutions on a pan-European basis to small and medium size businesses. We plan to establish broadband communications networks in all major European countries. Currently, we, together with our local partners, hold wireless local loop licenses and spectrum in seven European countries covering a total population of approximately 153 million. In Germany, we have secured co-location space for the launch of DSL services in over 596 central offices and have leased over 10,000 square meters of space for customer co-location and hosting services. We also operate a leased 3,500 km fiber backbone covering 21 cities in Germany. We are launching our broadband internet services initially in Germany (commenced in May 2000), Luxembourg (commenced in May 2000), Portugal (commenced in July 2000), Spain (by end of 2000), Switzerland (by March 2001), France (by mid-2001) and Finland (by end of 2001) and are in the process of applying for wireless local loop services and spectrum in other European countries, including Austria, Denmark and the UK. We have signed a nationwide dark fiber lease and plan to deploy a 4,800 kilometer fiber optic backbone network covering 16 cities in France. We also plan to sign another 450 kilometer dark fiber lease reaching a further two cities in France and complete the network by the beginning of 2001. We are currently planning to deploy a fiber optic backbone network in major Spanish cities by the middle of 2001. We plan to create a pan-European fiber optic network by interconnecting our national fiber optic networks and by establishing connections with cities in neighboring countries. In April 1999, FirstMark Communications International LLC, which is one of our stockholders, and funds managed by Sandler Capital Management incorporated FirstMark Fiber Holdings LLC with FirstMark Communications International owning 35% of FirstMark Fiber Holdings. FirstMark Fiber Holdings and certain members of LambdaNet's management team then formed LambdaNet Communications GmbH to build a fiber optic network in Germany. As a result, FirstMark Fiber Holdings owned 80% of LambdaNet. In November 1999, the fund investors in FirstMark Fiber Holdings contributed their interest to FirstMark Communications International in exchange for shares in FirstMark Communications International. FirstMark Communications International then controlled 80% of LambdaNet, and as a result LambdaNet's financial results have been consolidated with ours for the last two months of 1999 and will be consolidated going forward. In January 2000, FirstMark Communications International contributed its 80% interest in LambdaNet to FirstMark Communications Europe, making LambdaNet one of our subsidiaries. Management of LambdaNet holds the remaining shares. In the first half of 2000, we repurchased 6.6% of the remaining 20% minority interest in LambdaNet from Bernd Jaeger and Stefan Sattler, two of the founding shareholders. 48 FACTORS AFFECTING FUTURE OPERATIONS We recently started our operations with the opening of our fiber optic backbone network in Germany in January 2000, and wireless local loop services in Germany and Luxembourg in May 2000 and in Portugal in July 2000. Our planned rapid expansion of operations will place a significant strain on our management, financial and other resources. Our ability to manage our expansion effectively will depend upon, among other things, monitoring operations, controlling costs, maintaining regulatory compliance, maintaining effective quality controls, significantly expanding our internal management, technical, information and accounting systems, and attracting, assimilating and retaining qualified management and technical personnel. If we are unable to hire and retain staff, expand our facilities, purchase adequate supplies of equipment and deploy and maintain efficient management information systems, customers could experience delays in connection of service and/or lower levels of customer service. Failure to meet the demands of our customers and to manage the expansion of our business and operations would have a material adverse effect on our business, financial condition and results of operations. For further information on some of the risks to our business, see the "Risk Factors" section of this prospectus. We conduct many of our operations through joint ventures and other collaborative efforts and expect to continue to do so in the future. We may have a minority position in some of these entities. As a result, we do not have management control of the operations and the results of operations of these entities may not be fully consolidated with our results of operations for financial reporting purposes. Our proportionate share of these operations will be recorded under "Equity in net income (losses) in affiliates." RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999 REVENUES We generated revenues of $2.5 million in the first quarter of 2000, primarily from capacity sales and co-location services on our fiber optic backbone network in Germany. We had no revenue for the first quarter of 1999. The revenue in the first quarter of 2000 reflects the start-up of our fiber optic backbone network in Germany and we expect revenue will increase as we deploy our operations throughout Europe. We expect to offer products and services that are targeted to be competitively priced and to provide a set of innovative services to our customers, including: - data services, including managed bandwidth services, leased wavelengths and asynchronous transfer mode and internet protocol services, - local, long distance and enhanced voice services, which we expect will enable us to provide a full service communications bundle to our target customers, - internet services, including internet access and bandwidth on demand, - hosting services, including telehousing, web hosting and solution hosting services, and - value added services, including video conferencing, e-fax, firewall, unified messaging platform hosting, intelligent voice networking and virtual private networks. We expect to generate most of our revenue for the next 12 months by offering end-to-end "clear-bandwidth" and co-location services to alternative operators and internet service providers for hosting and transport of data, voice, video and internet services. Most of our revenue will be derived initially from our fiber optic backbone network in Germany. As we expand our services in Germany and in 49 other countries, we expect to generate revenue from a variety of other services, such as broadband access via wireless local loop and DSL. As we develop our network and relationships with application service providers, we expect to increase our revenues from small and medium size businesses. We currently expect that our gross profit margin for sales to small and medium size businesses will be higher than the gross profit margin for sales to alternative telecommunications operators internet service providers and application service providers. We will be operating in highly competitive markets and we expect to price our products and services competitively. As a result, we expect significant downward pressure on the margins that we can generate over time. Our ability to maintain our prices and profit margins will depend in part on our ability to provide a high quality of service to our customers. COST OF SALES Cost of sales amounted to $1.3 million in the first quarter of 2000. Cost of sales primarily consisted of the connection costs from points of presence to customer sites. We had no cost of sales in the first quarter of 1999. We anticipate cost of sales to be significantly higher as we generate additional sales. Cost of sales will primarily consist of the cost of leased lines, the cost to interconnect and terminate traffic with other network providers and the rental cost of the points of presence. We are likely to need to incur expenditures for co-location space, leased lines for DSL services and various telecommunications equipment in advance of sales generated from these activities. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Our selling, general and administrative expenses amounted to $27.2 million for the first quarter of 2000 and $1.2 million for the first quarter of 1999. Selling, general and administrative expenses consisted primarily of personnel and external consultant costs, indirect network costs, depreciation and amortization expenses. First quarter activities in 1999 were focused on the negotiation of contracts and licenses throughout Europe. Over the first quarter of 2000, the main charges are represented by salaries of $9.3 million, external services of $8.3 million consisting primarily of consultancy services, depreciation expenses of $3.4 million, amortization expenses of $2.5 million, indirect network costs of $2.2 million and travel and accommodation expenses of $1.1 million. Selling, general and administrative expenses in the first quarter of 2000 were impacted by increased headcount. The indirect network costs relate primarily to our German fiber optic backbone network. Depreciation expenses include charges relating to depreciation of property and equipment, which consists principally of telecommunications equipment, such as backbone network elements, feeder networks and switch equipment application software. Amortization expenses consisted of $1.8 million of goodwill amortization relating to the acquisition of our interest in LambdaNet and $0.7 million relating to amortization of licenses and other intangible assets. License fees paid for the right to use a particular frequency that are amortized over the lifetime of the licenses are also included in depreciation and amortization. Depreciation and amortization for the first quarter of 1999 was immaterial. We expect depreciation and amortization expense to increase significantly as we continue to deploy our network and, in particular, increased costs of licenses will increase amortization costs. We will need to depreciate or amortize the license acquisition costs and our capital expenditures. 50 We are building up a direct sales force in each country of operations to serve the needs of our target customers and online service providers. During 2000, we expect to build a large sales force in Germany as well as to begin to build a European sales force to handle large accounts. To attract and retain a highly qualified sales force, we intend to offer our sales force, as part of their overall compensation, incentive-based compensation. As our broadband internet network is deployed and made operational, we expect to increase our recruitment for our sales force and significantly increase our marketing expenditures. We expect selling, general and administrative expenses to increase significantly over the next 12 months in parallel with the expansion of our business. LICENSE ACQUISITION COSTS In the first quarter of 2000, we incurred approximately $0.3 million in indirect license acquisition costs, which were not capitalized as part of the Swiss license auction process. There were no indirect license acquisition costs expensed in for the first quarter of 1999. We may incur significant costs to acquire licenses in other countries in the future as they become available. Recently, auctions of telecommunications licenses in Europe have resulted in prices significantly in excess of original expectations as competition for licenses has intensified. INTEREST EXPENSE/INTEREST INCOME Our network development has been primarily funded through capital contributions, shareholders' loans and bank loans. In the first quarter of 2000, interest expense was $3.3 million due to additional borrowings to fund our business plan. There was no interest expense in the first quarter of 1999. Interest income received during the first quarter of 2000 was not significant. There was no interest income in the first quarter of 1999. We expect interest expense to increase substantially as we anticipate funding a large portion of our capital requirements for our business plan from additional borrowings. EXCHANGE GAINS/(LOSSES), NET We realized a net exchange loss of $0.3 million in the first quarter of 2000 and no exchange result for the corresponding period in 1999. This loss is mainly due to the impact of unfavorable U.S. dollar/ euro exchange rate movement on our expenses which are primarily in euro. EQUITY IN NET LOSSES OF AFFILIATES Equity in net losses of affiliates amounted to $1.9 million for the first quarter of 2000, corresponding to our share of the losses in our affiliates in Spain, France, Belgium and Portugal. These losses relate to our license acquisition efforts in these countries as well as the deployment of our network. For the first quarter of 1999, there were no losses from investments in affiliates. We expect to conduct many of our operations through joint ventures and associated companies. As these joint ventures develop their networks, including the acquisition of wireless local loop licenses, we expect their losses and, consequently, our share of their losses to increase. INCOME TAXES There was no material tax expense in the first quarter of 2000. There was no tax expense in the first quarter of 1999. 51 MINORITY INTEREST Minority interest for the first quarter of 2000 amounted to a gain of $0.6 million, representing the minority shareholders' interests in the losses of LambdaNet. We had no minority interest gain or loss in 1999. NET LOSS We generated a net loss of $31.0 million for the first quarter of 2000 and $1.2 million for the first quarter of 1999. The increase in net loss reflected an increase in our activities throughout Europe. We expect to generate significant operating and net losses for the next several years. YEAR ENDED DECEMBER 31, 1999 COMPARED TO THE PERIOD FROM JULY 8, 1998 (DATE OF INCEPTION) TO DECEMBER 31, 1998 REVENUES In 1999, revenues were $0.1 million, which came from Direct Telecom, a Luxembourg company in which we acquired a controlling interest in 1999. We had no revenues in 1998. COST OF SALES Cost of sales, exclusive of depreciation and amortization, was $0.07 million in 1999. We had no costs of sales in 1998. Cost of sales primarily consisted of the cost of interconnection with the incumbent operator in Luxembourg for transfer of our traffic to the final destination, mostly international. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Our selling, general and administrative expenses were $24.5 million in 1999 and $1.4 million in 1998. Selling, general and administrative expenses consisted primarily of personnel and travel costs, external consultants' fees, professional fees and advertising. Throughout 1999, our main activities were focused on developing and deploying our network in Germany and Luxembourg, acquiring licenses in Europe, establishing wireless local loop trials in France and Belgium, hiring management and other key personnel, raising capital, negotiating supplier contracts, developing operating systems and negotiating interconnection agreements. In 1999, depreciation expense was $0.7 million and amortization expense was $1.4 million. We did not record any depreciation or amortization in 1998. LICENSE ACQUISITION COSTS License acquisition costs were $0.1 million in 1999 compared to $0.06 million in 1998. INTEREST EXPENSE/INTEREST INCOME Since our incorporation on July 8, 1998, we have funded our operations primarily through capital contributions, shareholder loans and bank loans. Interest expense was $0.4 million in 1999. We had no interest expense in 1998. We also had interest income of $0.3 million in 1999 with no such income in 1998. This interest income resulted from the temporary investment of funding proceeds prior to their expenditure. 52 EXCHANGE GAINS/(LOSSES), NET In 1999, we had an exchange loss of $0.4 million and no amount for 1998. This loss was mainly due to the impact of the unfavorable U.S. dollars/euro exchange rate movement on our expenses. EQUITY IN NET LOSSES OF AFFILIATES Equity in net losses of affiliates of $5.9 million in 1999 was primarily due to our share of losses in our Spanish joint venture, which was involved in the wireless local loop license application process in Spain. NET LOSS We generated a net loss of $30.0 million in 1999 and $1.4 million in 1998. LIQUIDITY AND CAPITAL RESOURCES We have historically funded our operations from shareholder loans and contributions and bank loans. Through March 31, 2000 we have received $61.6 million in shareholder contributions, $2.6 million in shareholder loans and $40.6 million in bank loans. As of March 31, 2000, we had $17.9 million of cash on hand. On May 30, 2000, we entered into agreements for an additional $600 million in private equity. These commitments have been fully funded. We plan to use these proceeds to fund our rollout and working capital. A portion of these proceeds was used to repay an existing bank loan with an outstanding principal balance of $50.0 million as of May 30, 2000 and to repurchase $62.4 million of existing preferred stock. As a start-up company, we have had very limited revenues to date and have incurred significant expenditures to begin operations and build our broadband internet network in Germany and elsewhere in Europe. Since inception through March 31, 2000, we have had negative operating cash flow from operations of $40.9 million. On May 31, 2000 our subsidiary, FirstMark Communications Deutschland Holdings GmbH, entered into a ten-year credit facility with Deutsche Bank AG, consisting of four tranches, totaling $445 million ([EURO]480 million). The loan will bear interest at EURIBOR plus 350 basis points with an interest margin step down according to the ratio of senior debt to annualized EBITDA of FirstMark Communications Deutschland GmbH. The loan will be used to finance the equipment purchased from Siemens and other capital expenditures for our wireless local loop network in Germany. Siemens has provided the lenders with a four-year guarantee amounting to [EURO]75.0 million and we have agreed to contribute sufficient equity into FirstMark Communications Deutschland to maintain a 3:2 debt-to-equity ratio. On January 21, 2000, we entered into a seven-year finance loan with a consortium of German banks. The loan is composed of a $10.1 million ([EURO]10 million) revolving credit line and a $46.2 million ([EURO]46 million) term loan. The loan will bear interest at EURIBOR plus 375 basis points and an interest margin step down according to the ratio of senior debt to annualized EBITDA of LambdaNet. The loan will be used to finance the telecommunication equipment purchased from Nortel DASA for our fiber optic backbone network in Germany. Nortel DASA has provided the banks with a one-year guarantee amounting to [EURO]23.8 million. LambdaNet has a 10-year $21,025,641 (DM 41,000,000) loan facility with GasLINE. The interest rate for the loan is fixed at 9% per annum, compounded twice a year. The loan is disbursed in ten equal payments throughout the life of the loan. GasLINE may convert the entire loan into shares of LambdaNet provided that LambdaNet is converted into a German stock corporation or there is a change in control on or after July 14, 2003. If LambdaNet is not converted into a German stock corporation by December 31, 2001, the interest rate on the loan will increase to 14% per annum. 53 We have contracted with Nortel DASA Network Systems GmbH & Co.KG, Frankfurt am Main as supplier of transmission equipment to LambdaNet. Under this contract, we have committed to purchase transmission systems equipment and related services for use in Germany amounting to $23,867,000 (DM 46,540,000) over a total period of two years. On April 26, 2000, we signed an agreement to lease two pairs of dark optical fibers in France for a period of 20 years from the date of delivery or the life of the dark fiber if less than 20 years. The total commitment is for an amount of $36,778,766 (FFR 270,794,700). This contract automatically terminates if we do not receive the applicable license or if the license is withdrawn or not renewed. In connection with receiving wireless local loop licences in Spain, our Spanish joint venture made various commitments to the Spanish government relating to the buildout of our planned wireless local loop rollout in Spain. Through a bank, the Spanish joint venture issued a [EURO]184 million performance guarantee to the Spanish government to support its commitments. Each of the partners in the Spanish joint venture, including ourselves, provided back stop guarantees to support this performance guarantee. As a result, we have arranged for a bank to provide a guarantee of [EURO]64.8 million or approximately $63 million. The guarantee is cash collateralized from proceeds received from the issuance to ABN AMRO of our shares of preferred stock. We are currently negotiating vendor financing arrangements to assist in funding a portion of our rollout costs. Commitments for capital expenditures were $37.3 million in 1999, of which $35 million was primarily attributable to the deployment of our fiber optic backbone network in Germany. Capital expenditures were insignificant in 1998. Commitments for capital expenditures, including license fees in Switzerland, were $118.1 million in the first quarter of 2000. The development of our business and deployment and start up of our network has required and is expected to continue to require significant capital to fund capital expenditures, working capital and cash flow deficits. Our principal equipment related needs include the purchase and installation of customer premise equipment, base stations and network switches, leasing transmission capacity, network operations center expenditures and information systems. Additional capital will be required to pay for licenses, corporate overhead and personnel. Actual requirements may vary based upon the timing and success of the deployment of our broadband internet network. We have entered into arrangements with a number of key industrial and financial partners. Pursuant to these agreements, in the future we will be required to make additional capital contributions. If we fail, or are unable, to make such contributions our interest in any such joint venture may be diluted. Moreover, if any of our partners fail to make their share of funding requirements, we may need to make additional unanticipated investments ourselves. We currently anticipate that our cash requirements for capital expenditures, working capital, equity contributions in minority interests and operating losses from now through the end of 2001 will be approximately $1.1 billion, including approximately $600 million in capital expenditures associated with the deployment of our broadband internet network. These expenditures are expected to cover completion of the fiber optic network in Germany and costs relating to establishing wireless local loop and DSL services in Germany, completion of our planned fiber optic backbone networks in France and Spain and establishing wireless local loop services in Spain, France, Switzerland, Portugal and Finland. We believe that the net proceeds of this offering, together with cash on hand and anticipated future debt financings, will be sufficient to finance the deployment of these parts of our broadband internet network, fund operating losses and meet our capital needs until the end of 2001. We are currently exploring numerous different financing sources to meet our current capital requirements, including vendor debt financing, issuance of debt instruments in the public and private markets and additional equity issuances. We cannot be sure that we will be able to raise sufficient funds 54 on acceptable terms to meet our business plan. Moreover, any debt financing sources are likely to impose significant restrictions on our business activities and could also require equity enhancements which could be dilutive to our shareholders. Any equity issuances could also be dilutive to our shareholders. Future financing sources may require us to provide them with pledges over all or substantially all of our assets and may restrict our ability to receive cash from our operating subsidiaries. If we are unable to raise sufficient capital, we may need to alter our business plan significantly, which would adversely effect our future operating results and impact our ability to reach positive cash flow and profitability. Our business plan is in a formulative state and is subject to change. Significantly, we may accelerate our plan over the next 18 months to extend our broadband internet network in more countries or to add new services to our planned services. If we do expand or accelerate our business plan, we will likely need significant additional capital prior to the end of 2001 beyond the amounts described above. We will also need capital to fund our planned expansion and operations after 2001 since we ultimately plan to be able to offer our services in up to 18 European countries covering over 150 cities. The timing and amount of these expenditures is currently uncertain. In the interim we may utilize the funds then available to begin these expansion efforts. If we are unable to raise needed capital, we may be unable to complete even our currently targeted expansion and projects. Since the timing of application processes for certain wireless local loop licenses, including some in the UK, has not been finalized, we have not taken into account these potential licenses acquisition costs in determining our expenditure through the end of 2001. These costs are expected to be significant. Moreover, if, among other things: - our plans change, - our operating losses increase beyond expectation, - license acquisition costs are higher than expected, - our assumptions regarding our funding needs associated with the deployment of our network prove to be inaccurate, - we experience unexpected costs overruns in the deployment of our network, - we experience growth in our business or customer base greater than that which is currently anticipated, or - we experience unanticipated costs or competitive pressures, any funds we raise may prove to be insufficient to meet our cash needs, and we may be required to seek additional capital sooner than anticipated. In such event, we would likely need to seek to raise such additional capital from public or private equity or debt sources. Based on our current business plan, we will need additional capital after 2001, since we do not anticipate generating positive cash flow by the end of 2001. We cannot assure investors that we will be able to raise such capital on terms that are satisfactory to us, if at all. Because the cost of deploying our network and operating our business will depend on a variety of factors, actual costs may vary from our estimates, possibly to a material degree, and such variations are likely to affect how much additional financing will be needed. In addition, the exact amount of our financial needs will depend upon other factors, including the cost to develop our network in each market, the extent of the competition and pricing of telecommunications services, the acceptance of our services and the development of new products. Accordingly, our actual financial needs may significantly exceed the anticipated amounts described above. 55 FOREIGN CURRENCY Although our reporting currency is the U.S. dollar, interest and principal payments on our existing debt primarily are denominated in euro. All of our revenues and most of our operating costs are derived from sales and operations outside the United States and are incurred in a number of different currencies, principally the euro. Accordingly, our functional currency is the euro. Therefore, fluctuations in currency exchange rates may have a significant effect on our results of operation and balance sheet data. The euro has eliminated exchange rate fluctuations among the 11 participating European Union member states. We, however, anticipate that we will incur revenues and operating costs in non-euro denominated currencies, such as the pound sterling and the Swiss franc. Although we do not currently engage in exchange rate hedging strategies, we may in the future attempt to limit foreign exchange exposure by purchasing forward foreign exchange contracts or engaging in other similar hedging strategies. Any reversion from the euro currency system to a system of individual country floating currencies would subject us to increased currency exchange risk. INFLATION We do not believe that inflation will have a material effect on our results of operations. NEW ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," which has been subsequently amended by SFAS No. 137 and SFAS No. 138. This statement establishes accounting and reporting standards for derivatives and derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows of a forecasted transaction, or (c) a hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available-for-sale security, or a foreign-currency-denominated forecasted transaction. The adoption of this standard is effective for the first quarter of our fiscal year ending December 31, 2001. We have not yet completed our analysis of this new accounting standard and, therefore, have not determined whether this standard will have a material effect on our financial statements. In December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101). SAB 101 outlines the SEC's views on applying generally accepted accounting principles to revenue recognition in financial statements. Specifically, the bulletin provides both general and specific guidance as to the periods in which companies should recognize revenues. In addition, SAB 101 also highlights factors to be considered when determining whether to recognize revenues on a gross or net basis. The Group believes that its policies in regards to the recognition of revenues are in compliance with SAB 101. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The main financial risks we face are interest rate risk and foreign exchange risk. We do not currently use derivative instruments to manage our exposure to interest rate changes and foreign exchange rate changes. As of December 31, 1998 we did not have any debt. 56 INTEREST RATE SENSITIVITY Other than the LambdaNet/GasLINE facility, all of our long-term debt bears floating interest rates. Therefore, the fair market value of this debt is sensitive to changes in prevailing interest rates. We run the risk that market rates will increase and the required payments on our outstanding debt will increase in line with the prevailing market rate. We do not currently use interest rate derivative instruments to manage our exposure to interest rate changes. 57 BUSINESS OVERVIEW We aim to be a rapidly growing broadband internet service provider of business-to-business network, voice, video and data communications and on-net application/information technology services in Europe. Our strategy is to become one of the first providers of pervasive broadband internet access and on-net business solutions on a pan-European basis to small and medium size businesses. We plan to build end-to-end broadband communications networks in all major European countries, enabling our customers to transfer data at high speeds, improve access to the internet, conduct a full range of telecommunications activities and utilize broadband information technology solutions. We began operations in Germany with our fiber optic backbone network in January 2000 and are currently expanding our services in Germany and other countries. We believe that small and medium size businesses in Europe, our target customers, will be among the greatest drivers of demand for our services and are presently under-served by incumbent and alternative telecommunications providers. We expect to improve small and medium size businesses' access to and use of information technology through our planned bundled services, which will consist of access to our broadband internet network and related services and applications from other selected service providers. We believe that our broadband internet network will function as a platform to permit providers of content, multimedia, e-commerce, applications and media to interact with our customers. We refer to our broadband internet platform and the symbiotic interactions among us, providers of content and applications and users of those services as our EUROPEAN BROADBAND INTERNET ECOSYSTEM. In addition to targeting small and medium size businesses, we plan to provide a range of network and hosting services for internet service providers (which provide access to the internet), content providers (which provide news, entertainment, resource information and other data), application service providers (which provide software and other computer applications on-line) and alternative telecommunications carriers. These services will include co-location, managed hosting and distribution of their content and applications to our small and medium size business customers. Co-location services will provide managed space for a provider's equipment near our telecommunications switching facilities. Managed hosting will allow providers collaborative or assisted access to our broadband internet network to improve contact with our customers. We refer to this collection of products and services as our "Solution Hotel". We intend to work with these providers to specify, customize and deliver appropriate information technology and telecommunications applications for small and medium size businesses. The following diagram depicts the relationship between providers of services and products and our customers using our proposed broadband internet network. Broadband Internet Ecosystem Diagramatic schematic showing the FirstMark concept of the European Broadband Internet Ecosystem with graphic depictions of a solution hotel building on the left side, end users on the right side and a double headed arrow linking the two. We plan to develop an end-to-end broadband communications network in up to 18 countries, including all major European countries, and over 150 cities. The network in each of these countries will consist of hosting for applications and content providers, a fiber optic backbone and broadband access which connects our backbone directly to our customer's site. We plan to deploy a pan-European fiber optic backbone by connecting our national fiber optic networks to each other. Traditionally, incumbent telecommunications providers have maintained control of the "last mile" of telecommunications services through their ownership of the copper telephone lines connecting each 58 business to the telephone network. We plan to gain access to the last mile through the use of multiple access technologies. Although the choice of the appropriate access technology will depend on our customers' requirements, the applicable regulatory regime and the costs of deploying such access technology, in general, we intend to use: - wireless local loop technology via microwave transmission primarily targeted at small and medium size businesses, - digital subscriber line technology, or DSL, over existing copper lines primarily targeted at small office and home office users, and - fiber optic connections primarily targeted at serving large multinational enterprises. In most of our major markets, we expect to have more than one access technology available. We believe that we will be able to minimize our operational costs because we will control our broadband internet network from end-to-end. We also plan to use our end-to-end network capability to offer the high quality of service supported by superior service level agreements that we believe is required to provide real-time application, content, and hosting services to our customers and to provide a high level of functionality, including: - always-on internet connections at affordable prices, - secure and reliable data and communications services, and - on-demand access to what we believe are the best information technology products. We are currently active in 10 European countries and have plans to expand our services. GERMANY FIBER OPTIC NETWORK - Began service on the 3,500 kilometer 21-city fiber optic network we have leased in January 2000, providing one of the most extensive networks in Germany - Deployed this fiber optic backbone network over an eight-month period in 1999, by using leased dark fiber, which is existing, unused fiber optic cable, and activating this fiber with DWDM technology which increases the amount of information that may be transmitted in one strand of fiber - Leased over 10,000 square meters of space for customer co-location and hosting services in 21 cities - Have over 30 telecommunication service providers as customers, including major international carriers - Selected Nortel as supplier of our backbone transmission equipment, voice switches and routers - Plan to add two cities to our fiber optic backbone network in the second half of 2000 WIRELESS LOCAL LOOP - Began providing services to end users in May 2000 - Received wireless local loop licenses providing a national footprint with significant overlap with our fiber optic network - Deployed an operational field trial of wireless local loop equipment in Saarbrucken, Germany 59 - Selected Siemens and their technology partner Floware Systems Ltd. as our supplier of wireless local loop equipment - Completed extensive market analysis of target customers - Plan to begin commercial wireless local loop services for small and medium size businesses in 10 cities in Germany including Berlin, Essen, Frankfurt, Hamburg, Leipzig and Munich by September 2000 - Plan to be able to offer wireless local loop service under remaining license areas during 2000 and 2001 - Applied for additional wireless local loop licenses DSL SERVICES - Signed unbundling contract with Deutsche Telekom to allow delivery of DSL services - Secured co-location space in over 596 central offices from Deutsche Telekom and have requested co-location space in 237 additional central offices - Plan to launch DSL services by end of 2000 with at least 100 operational co-location sites and expand DSL service during 2001 SPAIN FIBER OPTIC NETWORK - Plan to deploy fiber optic network covering major cities in Spain by middle of 2001 WIRELESS LOCAL LOOP - Formed a consortium with a number of strong Spanish companies whose activities include internet, content and distribution operations - Received a nationwide wireless local loop license through our consortium - Plan to initiate wireless local loop service by end of 2000 FRANCE FIBER OPTIC NETWORK - Signed 4,800 kilometer dark fiber lease covering 16 cities in France - Plan to sign a further 450 kilometer dark fiber lease in France and deploy fiber optic backbone network covering a total of 18 cities by early 2001 - Plan to extend network to cities in neighboring countries and to connect to our existing fiber optic backbone network in Germany WIRELESS LOCAL LOOP - Built a consortium of strong French companies whose activities include utility, cable television, banking, internet content and distribution operations - Received a nationwide wireless local loop license through our consortium 60 - Deployed an operational field trial of Alcatel wireless local loop equipment in Lyon and conducted a pilot program offering internet, voice and video conferencing services to small businesses and civic organizations - Selected Alcatel as our supplier of wireless local loop equipment - Plan to initiate wireless local loop service by early 2001 DSL SERVICES - Applied for a DSL trial license LUXEMBOURG WIRELESS LOCAL LOOP - Received nationwide wireless local loop licenses - Began broadband internet access services via wireless local loop on May 1, 2000 PORTUGAL WIRELESS LOCAL LOOP - Purchased a 35% stake in Teleweb, the leading independent internet service provider in Portugal - Teleweb received a nationwide wireless local loop license - Teleweb began providing wireless local loop services in July 2000 SWITZERLAND WIRELESS LOCAL LOOP - Received wireless local loop licenses to provide services nationwide - Plan to begin wireless local loop service by March 2001 FINLAND WIRELESS LOCAL LOOP - Received regional wireless local loop licenses covering the largest 15 cities in Finland - Plan to begin wireless local loop service by end of 2001 BELGIUM WIRELESS LOCAL LOOP - Deployed an operations field trial of Nortel wireless local loop equipment in Brussels - Formed a partnership with a leading alternative telecommunications operator to apply for wireless local loop licenses and provide wireless local loop service - Waiting for details of license application process 61 UNITED KINGDOM WIRELESS LOCAL LOOP - Formed partnerships with companies in the media and financial services sectors to offer wireless local loop services when these services are permitted under regulations and licenses are obtained - Received details for the 28.8 gigahertz spectrum license application process and are waiting for details for other licenses NETHERLANDS DSL SERVICES - Applied for co-location space in over 200 central offices BUSINESS STRATEGY DEVELOPING A PAN-EUROPEAN NETWORK. While we are initially targeting Germany in developing our broadband internet network, we plan to expand our network across all major European countries as each national regulatory regime opens access to wireless local loop and DSL services and as we secure long-term access to dark fiber networks. We believe that we are gaining valuable experience in building our network in Germany by developing relationships with key suppliers and managing the build-out logistics and operations. We believe that the experience we gain in Germany will help us roll out our planned network in other European countries in a cost effective and timely manner. We also believe that the network infrastructure and systems we are developing in Germany will enable us to save time and costs in other countries as we: - replicate our network operations in other European countries, - install billing and customer relationship management systems which can be implemented in each country, - develop and introduce similar products in each country, and - market our products and services on a local and pan-European basis. ESTABLISHING LOCAL OPERATIONS. Although we plan to be a pan-European service provider, we believe our success will depend on our ability to tailor our strategy to the local markets. As a result, we have hired local management teams in Germany, Spain, UK, Luxembourg, France and Italy with significant telecommunications experience to build our business in each country. We have also teamed with key local businesses as equity participants in many countries to aid us in obtaining appropriate licenses, to assist us in marketing and to provide us with other strategic assistance. As we prepare to develop our broadband internet network in other countries, we intend to hire local management and seek strategic relationships with local partners. We may further expand our local and regional operations through joint ventures and acquisitions when appropriate opportunities arise. EXPANDING TARGET MARKET. We believe that the demand for broadband internet services will grow in Europe. Our target retail customers, small and medium size companies, currently have limited and expensive alternatives to meet their data needs. We believe that by creating an end-to-end network across Europe we will be able to address many of the needs of this customer base. We believe that we can expand our addressable market in the following three ways: - Using three access technologies--wireless local loop, DSL or local fiber optic links--allows us to reach more potential customers on a cost effective basis. - Expanding our network geographically allows us to reach new potential customers. 62 - Expanding our range of services and strategic relationships allows us to be able to capture a greater portion of each customer's total budget for telecommunication and information technology services as well as reach new potential customers. BUILDING STRATEGIC RELATIONSHIPS. We are committed to forming strategic relationships with companies with local knowledge and with key companies in the access, content, application and distribution services and technology sectors. We believe these relationships will assist in developing our business strategy to broaden our scope and quicken the implementation of our business plan. In many of our targeted European markets, we have sought wireless local loop licenses in partnership with key local businesses that not only strengthen our license applications but bring potential access to strategic customers. We have also sought to leverage our supply and other contractual relationships to enhance our business strategy beyond the traditional supply or contractual arrangements. For example, we have begun to develop strategic relationships with application providers, system providers and communications equipment providers, such as Microsoft, Compaq, Nortel and Siemens, in which these companies also agree to assist in developing and marketing our products and services. We believe that our strategic relationships with internet service providers, content providers, application service providers and alternative telecommunications providers will create a platform to enable us to provide our target customers with products and services. This interaction with our strategic partners is a key element of the European broadband internet ecosystem we plan to develop. DEVELOPING FOCUSED AND DIFFERENTIATED PRODUCTS AND SERVICES. We are designing our products and services to appeal to the needs of the small and medium size businesses. We are committed to providing this customer base with a broad range of services. We expect to offer categories of competitively priced products and services, providing a selection of focused and innovative services for our customers. Although some services may become available sooner, we plan to introduce services in the following order as our network comes on line in each country: - Data services, including managed bandwidth services, leased wavelengths and asynchronous transfer mode and internet protocol services, - Local, long distance and enhanced voice services, which will enable us to provide a full service communications bundle to our target customers, - Internet services, including broadband internet access and bandwidth on demand, - Hosting services, including telehousing, web hosting and solution hosting services, and - Value added services, including video conferencing, e-fax, firewall, unified messaging platform hosting, intelligent voice networking and virtual private networks. We believe that our broadband internet network will function as a platform to permit providers of content, multimedia, e-commerce and applications to interact with our customers. Using this platform, we plan to tailor our products and services in response to customer demand and feedback. The development of products in response to customer demand and feedback is a key element of the European broadband internet ecosystem we plan to develop. IMPLEMENTING TARGETED SALES AND MARKETING STRATEGY. In order to attract a community of providers and users to our platform, we are building a two-tiered distribution channel for our sales and marketing efforts. We are building a direct sales force that is aimed at carriers, content providers, internet service providers, application service providers and large corporations. In addition, we are pursuing high-multiplicity channels such as real estate owners with multiple tenants and banks with multiple branches that provide access to multiple end users through a single initial contact. To complement our direct sales efforts, we are planning indirect sales through a number of distribution channels that have a large number of small and medium size business customers. We plan to pursue opportunities in other countries among our local partners to provide us with indirect sales opportunities. 63 In addition, we plan to build two-tiered brands. We plan to build a strong pan-European brand which we can use to attract providers and large corporations and a local brand with tag lines, product descriptions and advertising campaigns tailored to local markets. EMPHASIZING TECHNOLOGY LEADERSHIP. We believe we are building a comprehensive and reliable end-to-end broadband internet network in Europe through a combination of innovative access, transport, hosting, systems and switching technologies. We are flexible in the means by which we provide the end user with access to our broadband internet network because we plan to offer access by deploying wireless local loop, DSL or fiber optic technology depending on economic attractiveness, regulatory restrictions and time-to-market. We were the first to launch wireless local loop pilot services in France and one of the first to sign a broadband wireless contract with a network vendor in Germany. Our leased fiber optic backbone network in Germany connects 21 cities and uses DWDM technology. We believe our fiber optic backbone network will enable us to be among the first providers to offer optical wavelength services in Germany. PROVIDING QUALITY SERVICE. We plan to provide our customers with access to a reliable end-to-end network for their broadband internet communication needs. We believe that our target customers, small and medium size businesses, need access to a broadband internet network to transmit data on a time sensitive and secure basis and have access to the internet to conduct key business transactions. We also believe that software suppliers and other application service providers, if given access to these target customers over a reliable network, will seek to expand their services and products through this network. As a result, we plan to service our customers from their doorsteps to the final destinations for their data in Europe. We believe that by adopting this end-to-end approach we will be better able to control service quality. We plan to test extensively the equipment we plan to use on our network through customer trials to minimize potential service quality problems and delays in the future. We will continue to test our equipment in advance of its deployment as we develop our network across Europe. MARKET OVERVIEW According to the European Information Technology Observatory 2000, a European telecommunications and information technology research firm: - the total market for information and communications technology software and services in western Europe in 1999 in terms of end-user spending was approximately [EURO]256 billion, excluding mobile telephony and cable television services, - Germany, where we currently have operations, was the largest information and communications technology market in western Europe with a size of approximately [EURO]58 billion in 1999, and - in 1999, the size of the information and communications technology market in France was approximately [EURO]46 billion and in Spain was approximately [EURO]16 billion (in each case, excluding mobile telephony and cable services). The following charts illustrate the relative size of the information and communications markets in western Europe and the United States and provide a breakdown of the western European market by country. Note that for comparative purposes mobile telephony and cable television services have been included in the telecommunications carrier services numbers. 64 Western European Information, Communication & Technology Market in 1999 On the left side of the box is a bar chart showing the size of the US v Western European markets in 1999 in (euro)billions. To the right of this is a pie chart splitting the Western European market into major regions by percentage market share. In particular, we believe that western Europe is an attractive market for the following reasons: - SUBSTANTIAL AND GROWING TELECOMMUNICATIONS MARKETS. According to European Information Technology Observatory 2000, the average growth rate of the western European IT services and telecommunications carrier services markets between 1999 and 2001 is forecast to be 12.0% and 7.3%, respectively, compared with 10.3% and 6.5% in the U.S. For comparative purposes, mobile telephony and cable television services have been included in the telecommunications carrier services numbers. - EXPANDING DATA AND INTERNET MARKETS. Growth in the internet and data services will continue to drive the growth of the telecommunications market. According to European Information Technology Observatory 2000, the number of internet users in western Europe is expected to increase over 20% per year between 1998 and 2005. This growth rate represents more than double the US expected growth rate in internet users over the same period. Historical and Projected Numbers of Internet Users in the US and Western Europe Line chart showing the accelerating Western European internet user penetration and its convergence with the US in millions of users. - CONVERGENCE OF THE TELECOMMUNICATIONS AND INFORMATION TECHNOLOGY MARKETS. Digital technologies allow the development of higher capacity infrastructures so that traditional and new communications services may deliver voice, video and data content over the same networks to integrated consumer devices. Telecommunications, media and information technology companies can therefore leverage the flexibility of digital technology to offer services that go beyond their traditional sectors. Together with the gradual disappearance of other barriers to convergence, we believe this will accelerate the development of new services, which in turn we believe will generate demand for more communications and bandwidth required to deliver them. - GENERALLY FAVORABLE REGULATORY ENVIRONMENT. Over the last decade, the European Commission and national governments have taken steps to create a more liberal and competitive environment for telecommunication services in Europe. Although the degree of liberalization is uneven across Europe, every member state has made significant progress towards introducing competition in local telecommunications markets and creating real alternatives to the incumbent operators. In the latest round of deregulation, European countries are allocating new radio spectrum suitable for wireless local loop applications and unbundling the local loop to facilitate DSL deployments. Both of these developments should create competition for the incumbent operator in the last mile. - OPPORTUNITIES IN THE SMALL AND MEDIUM SIZE BUSINESS SEGMENT. We believe that the small and medium size business sector remains one of the largest potential broadband internet communication and information technology services market in western Europe. According to Eurostat, in 1998, small and medium size businesses in western Europe (defined by Eurostat as companies with 0-250 employees) accounted for 65% of the revenues generated by western European companies and 66% of the persons employed by western European companies. However, during the same time, they only accounted for 47% of total spending for information and communications technology products and services. An important factor in narrowing this spending gap is the availability of new mechanisms of delivering information, technology and software, and the falling cost in doing so. 65 NETWORK DESIGN PRINCIPLES In designing our network, we plan to abide by the following principles: - END-TO-END CONTROL OF THE NETWORK. We believe that to provide a high quality broadband service to the customer requires end-to-end control over the network. A network is only as reliable as its weakest link. For example, carriers in Germany who rely on Deutsche Telekom for their backbone can only guarantee a service level to their customers at the service level that Deutsche Telekom guarantees to them. The standard Deutsche Telekom backbone capacity contract stipulates that the link that they provide can be down as much as 131 hours per year. We intend that our standard backbone capacity contract will provide that our network can be down no more than 10 hours per year. By controlling the end-to-end network, we believe that we can deliver high quality service and a broad range of products to our customers. Over time as the use of online, real time applications, such as video conferencing, become more prevalent, our ability to maintain the quality of service of our network will become a more important competitive advantage. - FLEXIBLE ACCESS TECHNOLOGY. We believe that broadband local access connections are the key to providing a complete end-to-end service. Because the pace of deregulation of the telecommunications industry in Europe is so uneven, we intend to pursue a flexible strategy of acquiring and building out our broadband last mile network using either wireless local loop or DSL. In some countries where unbundled access to the incumbent's copper wire for DSL and spectrum to provide wireless local loop service are both available, we intend to use a complementary footprint of both technologies to serve small and medium size businesses efficiently. - NATIONWIDE COVERAGE. We are designing our network to be capable of providing nationwide broadband access. Existing coverage by alternative telecommunication carriers typically targets several large cities in each country. We believe that a broad coverage is necessary to reach our targeted customers, many of whom are geographically dispersed outside of large urban centers. In addition, we believe that our network coverage will be attractive to potential application service providers and internet service providers. - UPGRADABLE. We consider the ability to accommodate future expansion and the ability to upgrade the technology to be key criteria when designing our network and selecting equipment and software suppliers. It is important to us that the equipment and software can be upgraded, that the direction of future improvements is clear and that the vendor has a plan for seamless transition from current technology to the next generation of technology. - RELIABILITY AND REDUNDANCY. We only commercially deploy each component of our network after we have extensively tested the technology and equipment. We have conducted a field trial for point to multipoint wireless local loop technology in Lyon and Brussels. We are currently in the process of conducting a field trial for our voice and data switching network in five cities in Germany. We have designed our network so that there is redundancy, including redundant power supplies, back-up components and alternative pathways. Our backbone network was designed to be self-healing, which means that traffic is automatically rerouted without a service interruption if a fiber optic cable is severed or damaged. THE BROADBAND INTERNET NETWORK We have designed our broadband internet network to allow us to provide both our small and medium size business customers and internet service provider, content provider, application service provider and alternative telecommunications provider customers with high-quality end-to-end broadband services. 66 The following graphic illustrates the architecture of our planned broadband internet platform. Planned Broadband Internet Platform This graphic shows FirstMark's concept of the Broadband Internet Platform with a graphic of a multi-office building on the left connected to a black box denoting a FirstMark backbone POP (point of presence) -- a number of which are linked by a treble ring fiber network so designed (and therefore depicted) for the efficient re-direction of traffic in the event of an outage. The POP on the right side of the ring is connected to the three access technologies; WLL (an antenna graphic), DSL and fiber, which are connected to the FirstMark internet site. This internet site is the Broadband Internet Portal and is the customer interface that is accessible at the enabled businesses which is graphically depicted on the far right of the schematic diagram. This entire network is the Broadband Internet Platform. THE FIRST MILE NETWORK The first mile is any facility where content, applications and voice traffic are transferred onto a backbone network. From these facilities, data is taken across our fiber optic backbone to individual customers. We refer to these facilities as points of presence. At this point of presence, there will be both the first mile facilities and connections to the last mile network. Currently at each of our 21 points of presence located in major cities in Germany, we have approximately 500 square meters of raised floor space that we will provide to other alternative telecommunication carriers, internet service providers, content providers and application service providers to house their equipment and link to our network. This is referred to as a co-location facility. Our alternative telecommunication carrier customers are currently using this space to co-locate their telecom equipment in our points of presence to facilitate access to our network. In order to enable our network to send and receive voice and internet transmissions through other networks, we need to enter into agreements with the incumbent telecommunications carrier and internet carriers in each country where we establish services. We plan to enter into arrangements with selected internet service providers, content providers and application service providers to allow them to access our small and medium size business customer base over our broadband internet network, work with them to deliver targeted products and services to these customers and, if appropriate, bundle their products and services with our own. We refer to this collection of products and services as our "Solution Hotel." Our customers will have access to our "Solution Hotel" through our broadband internet portal. THE BACKBONE NETWORK The backbone network is a high capacity, optical fiber, long distance link that carries communications data among local access points for third party traffic and our customers. The backbone typically connects primarily metropolitan areas because of the high cost associated with building a fiber optic network connection to every potential end-user. Places along the network where voice and data traffic can be added to the backbone are referred to as points of presence. We believe that we have the third most dense backbone network in Germany, based on the number of cities connected, due to an 18-year (10 years with eight additional years at our option) commercial agreement with GasLINE to lease dark fiber connecting 21 cities in Germany. GasLINE is a leading consortium of 15 German gas supply companies that has installed dark fiber along routes of long distance gas pipelines. We plan to assemble groups of dark fiber leases in the countries where we intend to operate and install optical electronic equipment on the dark fiber. When we activate this equipment, information is transmitted through the fiber as light waves and the fiber is said to be "lit". We believe that our strategy of leasing dark fiber and deploying next generation optical electronics is more cost efficient and timely than laying fiber ourselves. 67 Our network in Germany consists of a connection of three rings allowing for the re-direction of traffic in the event of an outage. Our German network, which utilizes DWDM technology, has a current capacity of one terabit per second. DWDM technology allows a provider to separate a beam of light on a single strand of fiber into its component wavelengths so that each wavelength can be used to carry additional information, thereby increasing the information that can be transmitted on a single strand of fiber. At present, our network can support 112 wavelengths at the same time. We plan to replicate our German network in France by the beginning of 2001 and have concluded a dark fiber agreement with Louis Dreyfus Communications S.A. enabling us to deploy a similarly dense intra country network covering 16 cities in France. We plan to sign a further 450 kilometer dark fiber lease and deploy a fiber optic network covering an additional two cities in France. We are currently planning to deploy a fiber optic backbone network in major Spanish cities by the middle of 2001. We plan to create a pan-European fiber optic network by interconnecting our national fiber optic networks and by establishing connections with cities in neighboring countries. THE LAST MILE NETWORK The last mile represents the connection from the point of presence on the backbone to an individual customer. Throughout Europe, most small and medium size business customers receive telecommunication services across the last mile through copper twisted pair wire. This copper connection is owned by the incumbent telephone operator, which may provide access to alternative telecommunications providers if required to under the regulatory regime of that country. This copper network is called the local loop. We plan to build access across the last mile in three ways. - THE WIRELESS LOCAL LOOP. Wireless local loop utilizes radio spectrum to provide broadband services to multiple customers from a single fixed wireless point also referred to as "point to multipoint." When we refer to wireless local loop technology, we mean point to multipoint transmission in particular. Point to multipoint can be deployed and configured efficiently without having to dig up roads to lay fiber or cable. A single fixed wireless base station can service numerous customers providing each customer up to four megabits per second of capacity, which makes the technology relatively low cost to deploy. Typically, the 3.5 gigahertz and 26 gigahertz ranges of the spectrum are being allocated in Europe. The 3.5 gigahertz has a longer range than the 26 gigahertz but provides less capacity. We plan to use a combination of the two technologies where available to us to maximize customer coverage and to ensure sufficient capacity to meet demand. We expect that in our initial deployment phase, there will be no substantial difference between service availability at the two bands. We will offer the same range of products across both bands. We believe that our choice of systems technology will allow for the dynamic allocation of bandwidth which enables greater spectral efficiency and increases base station capacity limits. We plan to deploy wireless local loop on a staged basis and offer broadband internet services initially in 10 cities in Germany including Berlin, Frankfurt, Hamburg, Munich and Stuttgart by September 2000. We will gradually increase our service offerings and expand our customer base in Germany, Portugal and Luxembourg and begin service in Spain, France, Switzerland and Finland through the remainder of 2000 and 2001. The following graphic illustrates the structure of our planned wireless local loop architecture from the backbone point of presence to our customer's premises. 68 [GRAPH] - DSL. Digital subscriber line or DSL is a range of access technology that transforms basic copper infrastructure into "always on" high speed access mechanisms. DSL technology provides broadband services over the existing copper twisted pair wire network of the incumbent telephone service providers. This provides transmission speeds of up to 70 times that of analog dial-up modems. Continuing liberalization of telecommunications regulations allows access to the local loop to connect end users directly to our broadband network--a process commonly known as "unbundling of the local loop". This enables new entrants to take on the customer's entire telecommunications and data needs and facilitates the provision of additional services. Further, by installing DSL technology over the local loop, we can provide broadband services to customers without incurring the considerable investment in infrastructure required by a fiber optic link. We believe the European market is particularly well suited to DSL technology due to the relatively high density of small and medium size businesses in European cities and high gauge copper wire and associated infrastructure used by many of the European incumbent telephone operators in the local loop. The following graphic illustrates the structure of our planned DSL network from the point of presence to our customer's premises. 69 [GRAPH] - FIBER OPTIC CONNECTIONS. A basic fiber optic connection consists of optical fiber deployed in rings with dual paths, which have the capability of routing customer traffic simultaneously in both directions to eliminate loss of service in the event of cable damage. These high capacity fiber networks extend to large buildings, where they are cost efficient to deploy due to the density of customers. 70 The following graphic illustrates the structure of our planned in city fiber network from the point of presence to our customer's premises. [GRAPH] We are in the process of evaluating opportunities to offer in-city fiber optic connections where it is cost-effective to do so. In determining which local access technology to deploy, we consider a number of factors, some of which are presented in the chart below. [GRAPH] MANAGEMENT INFORMATION SYSTEMS In designing our billing, operating, customer care, provisioning, network management and other systems, we have placed significant emphasis on reliability. We have chosen Logica and Ernst & Young as our systems integrators, and one of them will act in this capacity in each country in which we plan to operate. They are responsible for ensuring that each of the elements in our end-to-end network functions smoothly and efficiently with each of the other elements. These two systems integrators were chosen to ensure the availability of sufficient resources at all times to assist us in deploying new networks in Europe and in upgrading our existing network. Logica is currently deploying our management information systems in Germany and Ernst & Young in Spain. We are carefully coordinating these vendors to ensure that all systems are deployed consistently and permit for 71 scalability across the range of services, technologies and areas that we intend to cover. To date, we have chosen Geneva as the software application for our billing system. Geneva software has been deployed by several operators throughout Europe. We have also developed a detailed customer relationship management process. The choice of our systems tools allows us to monitor any contact with the customer closely--ranging from roof right acquisition to the point of sale to maintenance and selling of services. We expect to launch our broadband portal by the end of 2000. We expect that our portal will serve as the single interface for our customers to access our network, our services and our service providers' services. For the back-end of our systems, we are developing a broadband internet toolkit. This toolkit is designed to enable internet service providers, application service providers, content providers, alternative telecommunications carriers and other providers to connect to our network and allow for the seamless transfer of billing and customer record data as well as a set of specifications that the providers will be able to set in order to optimize our broadband internet platform for their specific needs. KEY ASSETS AND OWNERSHIP POSITION We have teamed with key local businesses in many countries to aid us in obtaining appropriate licenses, to assist in marketing and to provide other strategic assistance. As a result, we have in many countries entered into agreements to manage jointly the acquisition of wireless local loop licenses and, when the licenses are awarded, develop the wireless local loop business in that country. In each country where we currently hold a wireless local loop license, with the exception of Portugal, we hold the largest shareholding in our consortium. In this prospectus, all discussion relating to the wireless local loop business in a particular country refers to these jointly controlled businesses. The following table summarizes our key assets and ownership position in each country: 72 NUMBER OF ADDRESSABLE BUSINESS CUSTOMERS(1) COUNTRY KEY ASSETS (000'S) OWNERSHIP PARTNERS Germany - 3,500 kilometer fiber optic lease NA 87% - LambdaNet Germany management (fiber) network covering 21 cities in Germany Germany - Wireless local loop licenses 3,300 100% None covering 36 million people (wireless - Secured co-location space in 596 local loop central offices from Deutsche and DSL) Telekom and have ordered co- location space in 237 additional central offices - 10,000 square meters of space for customer co-location and hosting services Spain - Nationwide wireless local loop 2,300 35% - Promotora de Informaciones, S.A. (wireless local loop) license covering 39 million people or Prisa - Informatica El Corte Ingles, S.A. - Immobiliaria Aztlan, S.A. de C.V. or Telmex - Caja de Ahorros de Salamanca y Soria - Monte de Piedad y Caja de Ahorros de Huelva y Sevilla - Caja de Ahorros Provincial San Fernando de Sevilla y Jerez - Caja de Ahorros y Monte de Piedad de Zaragoza, Aragon y Rioja or Ibercaja - Omega Capital, S.L. - Diario de Burgos, S.A. Portugal - Nationwide wireless local loop 660 35% - Finantel SGPS S.A. (Teleweb) license covering 10 million people - Banco de Investimento Global S.A. - Internet service provider with - IPE Capital-Sociedade de Capital over 70,000 customers de Risco, S.A. France (fiber) - 4,800 kilometer dark fiber lease NA 87% - LambdaNet Germany management covering 18 cities in France France - Nationwide wireless local loop 2,100 34% - Suez Lyonnaise des Eaux (wireless license covering 58 million people - Groupe Arnault S.A. local loop) - Trial license in Lyon - Rallye S.A. - BNP-Paribas group - Ponthieu Ventures Switzerland - Nationwide wireless local loop 280 100% None licenses covering 7 million people Finland - Nationwide wireless local loop 180 100% None licenses covering 2.5 million people Luxembourg - Nationwide wireless local loop 20 100% None licenses covering 0.4 million people Belgium - Trial wireless local loop license NA 50% - Codenet in Brussels covering 10 million people UK NA 79% - Shield Holdings (Guernsey) Limited, a subsidiary of Rothschilds Continuation Holdings AG - HTNM LLC (Hollinger-Telegraph New Media) - Providence Investment Company Limited Netherlands - Applied for co-location space in 490 100% None (DSL) over 200 central offices
(1) Source: extracted from Eurostat 73 GERMANY. On January 2, 2000, we turned on our 21-city fiber optic backbone. This network is based on an 18-year (10 years with eight additional years at our option) dark-fiber lease from a consortium of gas companies known as GasLINE. We currently lease 12 fibers and have installed DWDM equipment on four of the fibers. As demand grows, we expect to light additional fibers with DWDM equipment. We have built co-location space in every FirstMark point of presence throughout Germany. We currently have over 10,000 square meters of space for customer co-location and hosting services. As of May 31, 2000, we were carrying traffic for 30 customers on our fiber optic backbone, including MCI WorldCom. Nortel Networks provides our DWDM equipment. We have selected Nortel Networks as our vendor for data routing equipment and voice switches. This equipment functions as a gateway that automatically routes and terminates data and voice traffic. We intend to deploy broadband last mile access via both wireless local loop and DSL in Germany. We currently have a national footprint of wireless local loop spectrum in the 3.5 gigahertz and 26 gigahertz bands. Our wireless local loop licenses in Germany permit coverage of most major metropolitan areas including Munich, Berlin, Hamburg, Stuttgart and Frankfurt. We have selected Siemens as our wireless local loop technology provider utilizing Floware equipment. Floware, which currently has equipment deployed in 20 sites worldwide, has an arrangement with Siemens under which Floware supplies the software and hardware and Siemens installs and is responsible for it. Siemens will provide us with a full turnkey solution on the wireless local loop installation. We currently have deployed six wireless local loop base stations in Germany. Over the Summer of 2000, we are planning a staged deployment of our initial service offering to small and medium size businesses in Germany. We expect to offer broadband access to the internet through wireless local loop connections in 10 cities in Germany by September of 2000. We intend to expand our geographic coverage and our service offerings in the subsequent months. We have an unbundling agreement with Deutsche Telekom to secure access to its copper connections so that we can deploy DSL. We have selected Nortel as our supplier for our DSL deployment and are currently requesting co-location space in Deutsche Telekom central offices. The process of obtaining co-location space, which Deutsche Telekom is required to provide where available, can take approximately 16 weeks. The co-location space that we obtain will determine where we can install DSL technology. We plan on deploying the first central offices in the fourth quarter of 2000. In March 2000, we completed an interconnection agreement for voice termination with Deutsche Telekom, and in April 2000, we entered into an agreement with UUnet to allow us to provide access to the internet. FRANCE. In August 2000, we and our partners received a nationwide 3.5 gigahertz and 26 gigahertz wireless local license. Currently, we are operating a pilot deployment of Alcatel wireless local loop equipment in Lyon. As part of this pilot, we are providing service to eight end users including a hotel, a school, a library and a UN research center. We entered into a 4,800 kilometer dark fiber lease agreements with Louis Dreyfus Communications S.A. in France in April 2000 covering 18 cities in France. SPAIN. In March 2000, we and our partners received a nationwide 3.5 gigahertz wireless local loop license. We together with our partners are currently planning to deploy a wireless local loop network in all major Spanish cities, including 26 cities by the end of 2000. We are currently planning to deploy a fiber optic backbone network in major Spanish cities by the middle of 2001. LUXEMBOURG. We received a permanent 26 gigahertz wireless local loop license in March 1999 and a permanent 3.5 gigahertz wireless loop license in July 1999. On November 10, 1999, we purchased the majority of Direct Telecom and purchased the remaining interest in January 2000. Direct Telecom, is a 74 least cost routing company with over 160 customers in Luxembourg. As we deploy our wireless local loop network in Luxembourg, we intend to migrate Direct Telecom's customer base to our network. In February 2000, we completed a voice interconnection agreement with Enterprise des Postes et Telecommunications, the incumbent operator in Luxembourg. We launched wireless local loop services on May 1, 2000 and currently have two base stations deployed. PORTUGAL. As part of the wireless local loop application process, we purchased a minority stake in Teleweb, one of the leading independent internet service providers in Portugal. Teleweb also runs one of the most popular portals in Portugal. In November 1999, Teleweb received a nationwide wireless local loop license in the 26 gigahertz band. Teleweb began providing wireless local loop services in July 2000. SWITZERLAND. In March 2000, we were awarded a nationwide 3.5 gigahertz license for wireless local loop services and regional 26 gigahertz licenses covering Basel, Bern, Geneva and Zurich. We intend to begin building these license areas out in early 2001, and we are currently reviewing opportunities to build our backbone network into Switzerland. FINLAND. In April 2000, we received regional 26 gigahertz wireless local loop licenses covering the largest 15 cities. We intend to begin building out our license areas by the end of 2001. BELGIUM. We and our partner are currently operating a pilot deployment of Nortel wireless local loop equipment in Brussels. REGULATION. In each of the above countries, we are subject to various regulatory conditions discussed in greater detail in the regulatory section of this prospectus. FUTURE OPPORTUNITIES. We are exploring opportunities in each of these countries to extend our broadband network to encompass, to the extent described above, wireless local loop service, DSL services and fiber optic connections and the network backbone. Moreover, we are investigating the possibility of providing all or part of these services in other European countries, including the United Kingdom and Italy. PRODUCTS AND SERVICES We plan to offer a range of broadband internet communications services over our network, including voice, video, internet, data, hosting and value-added services. We plan to offer broadband data services initially, followed by low cost telephony services. Bundled solutions will include voice and data communications software services, messaging and other value added services. We intend to work with web based companies to provide affordable and innovative solution bundles to our customers. We have designed our services to be independent of the technology that we use to deliver them to the end user, although there might be technological limitations on a DSL or wireless local loop link compared with a fiber link. We intend to provide the customer with the service package that they require using the most efficient access technology available. We believe that this strategy will allow us to: - maintain and improve margins across our product lines, - bundle services together to gain higher revenue per customer and reduce customer turnover, and - work with content and other web based companies to deliver the next generation of telecommunications and information technology services. 75 We will phase in the introduction of our portfolio of products and services in Germany and other countries as our network is deployed, including data, voice, video, internet, value added and hosting services. DATA SERVICES MANAGED BANDWIDTH SERVICES. We provide "clear" bandwidth leased lines for local, national and international delivery of voice, data or video traffic. This service will be provided to individual businesses at speeds ranging from 512 kilobits per second to eight megabits per second across either a wireless local loop or a DSL connection. Other carriers, internet service providers and large corporations will also be able to purchase capacity from us across our backbone at speeds of 2.5 gigabits per second, 622 megabits per second, 155 megabits per second, or other carrier speeds. LEASED WAVELENGTHS. This product will allow us to provide other carriers with a virtual network by leasing to them an entire optical wavelength on our fiber network with a capacity of 2.5 gigabits per second to 10 gigabits per second. Before the deployment of DWDM technology, these carriers would have had to lease entire strands of fiber. ASYNCHRONOUS TRANSFER MODE (ATM) AND INTERNET PROTOCOL SERVICES. We plan to offer customers the ability to purchase connections, which utilize either ATM or internet protocol technology. Businesses will be able to utilize these services for a number of business specific applications, including connectivity between local sites. VOICE SERVICES We view voice services as an integral part of a complete solution package that we would offer to an individual business. Further, we intend to provide a set of voice-enhanced services, including voicemail, call forwarding, conference calling and messaging. We are planning to offer a variety of fixed line voice services directly to end-users over our broadband access networks. Our network voice switches will support incoming and outgoing local, national and international calls. We will provide both analog and digital voice connections depending on customer requirements. INTERNET SERVICES BROADBAND INTERNET ACCESS. We will offer an "always on" high-speed internet link at a flat rate using a variety of access technologies for end users, and services such as e-mail and domain registration. This service will automatically handle all internet addressing, authentication, authorization and accounting functions. Additionally, we will offer both symmetrical and asymmetrical connections to the internet. A symmetrical link runs at the same speed in both directions while asymetrical connections run faster downstream than upstream. Thus, sending e-mail runs at the same speed as receiving e-mail over a symmetric link while receiving e-mail runs quicker than sending e-mail over an asymmetric link. The following speeds will be available: - Symmetrical connections from 256 kilobits per second to six megabits per second. - Asymmetrical connections from two megabits per second downstream and 192 kilobits per second upstream to six megabits per second downstream and 640 kilobits per second upstream. We also intend to offer high speed symmetric optical connection packages with access speeds from 155 megabits per second up to 2.5 gigabits per second. This type of high speed internet service will be aimed at large multi-office buildings and online service providers. 76 BANDWIDTH ON-DEMAND. This feature will allow customers to request extra committed capacity over an existing link for a specified period of time. For example, a small business who would like to back-up data between two sites every Friday night could request an appropriate increase in bandwidth for the bulk data transfer at the specified time. Configuration will be done through the customer's private web page on our broadband internet portal. HOSTING SERVICES TELEHOUSING. For customers who purchase transport services from us, we will offer the opportunity to co-locate their networking and telecommunications equipment in our telehouses. We will provide raised floor space in buildings with appropriate security, power and temperature control to house computer equipment that is owned and managed by our customers. In addition, we will provide access to high bandwidth transport with various support services for this equipment to ensure reliability. WEB HOSTING. We intend to provide managed servers at our telehouses for the purpose of hosting customer web pages and web sites. The servers will be managed and maintained and will provide support for simple web pages, scripts and web sites with back-end databases. SOLUTION HOSTING. We intend to offer a hosting service with managed support services specifically for a new range of online solution providers, including e-commerce, information technology, messaging, video, and application service providers. We intend to work closely with this new generation of online providers by offering them network connectivity, managed servers and telehousing facilities. In addition, we will bundle these online provider services with our internet services and offer them to our small and medium size business customers. We will also work closely with these online providers to develop new products, drawing on their customer feedback and experience. VALUE-ADDED SERVICES We plan to offer the following value-added services through our broadband internet portal. VIDEO CONFERENCING. This service can be offered on demand. E-FAX. This service will permit our customers to transmit facsimile communications over our broadband internet network. FIREWALL. As part of our internet access services, we intend to offer software safeguards that regulate traffic between our customer's private network and a public network, like the internet. UNIFIED MESSAGING PLATFORM HOSTING. The platform would combine customer exchange and e-mail systems, through which the customer will combine online fax, messaging, video and audio conferencing. INTELLIGENT VOICE NETWORKING. This system is a number-activated switch that routes voice information dependent on predetermined criteria such as time of day or connection delay. VIRTUAL PRIVATE NETWORKS. This service will provide the customer with a secure connection across the public network that simulates an actual dedicated end-to-end leased line connection. For example, businesses could use this service to create a cost effective extranet for online suppliers, remote offices and home offices. Web based companies can use virtual private network services to set up private networks for specific communities of interest among their subscribers or to differentiate service levels. Service options include: - Application or service specific virtual private network--permits the customer to adjust the quality of service level for transmission according to the type of traffic such as video or critical data, - Encrypted virtual private network--provides encryption protection for transfer of sensitive material, 77 - On-demand virtual private network--permits sites to join the virtual private network via our broadband portal. New additions to the virtual private network are authenticated, authorized and accounted for automatically by the network, and - Virtual private network dial-up access--permits mobile workers or home users to dial into a specific virtual private network from any phone line. SALES AND MARKETING CUSTOMERS We are targeting two customer groups: - SMALL AND MEDIUM SIZE BUSINESSES. These typically consist of businesses with one or more locations and between 10 and 500 people. For these customers, we focus on delivering easy-to-use, high quality broadband internet and telecommunications service packages with a simplified rate structure and providing a high level of customer service. - SERVICE PROVIDERS. These are: - local, national and international web-based businesses that provide online services, such as unified messaging, internet procurement, application rental, storage on-demand and e-commerce, - alternative providers of telecommunications, and - internet service providers. For these customers, we provide a range of broadband internet services. We will focus on meeting the detailed and demanding needs of these customers while working with them to sell and market their products jointly. We have conducted extensive surveys and market analysis in Europe in order to understand better our potential customer base and their information technology and telecommunication requirements. We have segmented our customer base according to geographically coded data and our potential customers by: - number of employees, - industry classification, - annual telecommunication and information technology spending, - consumption by product and preference, and - total revenues. This strategy enables us to identify the small and medium size business market opportunity in our planned coverage areas. 78 The map below is a plan view of our technically addressable market in a small part of Berlin. This footprint is generated by combining: - geographical location data to locate potential small and medium size customers, - three-dimensional electronic images of the urban landscape and - radio planning analysis to account for radio interference, line of sight and wireless local loop link capacity issues. [GRAPH] The information that we gather from our surveys and research is further dissected into industry and/or product specific vertical markets with high demand for data services, and is combined with analyses of the competitive environment. We use this analysis to develop our business strategy, including when and where to deploy our network and how to most efficiently direct our marketing efforts. The findings from our surveys and research have been tested against published market reports and through a series of focus group discussions with potential customers. The discussions: - validate our hypotheses about customer expectations with respect to the quality of service, - confirm the likely variations in telecommunication and information technology requirements across our targeted industries, and - identify the customer decision making process and criteria for selection of a telecommunication carrier with respect to price and product bundling. SALES AND MARKETING We are developing a multiple tiered marketing and sales approach, using both a direct sales force and a set of indirect sales channels to target small and medium size businesses. We have designed this approach to minimize the cost of customer acquisition by emphasizing indirect sales channels which we believe are cost effective for targeting small and medium size businesses. We believe that indirect sales 79 channels are more cost effective than direct sales channels for small businesses. They will permit us to leverage off of the customer relationships of existing sales forces with minimal investment. Additionally, we intend to expand our direct sales force devoted to online service providers, application service providers, alternative telecommunications carriers and key accounts. Currently, our direct sales force consists of over 30 people. We intend to compensate both our direct and our indirect sales force, in part, through a commission structure. DIRECT SALES. We are creating our own direct sales force in each country to serve the needs of large businesses, application service providers and online service providers. Key account managers within the direct sales team handle "high-multiplicity" opportunities such as libraries, hotels, banks, retail chains and real estate management companies where one customer may have several sites or multiple end-users at one site. In Germany, we plan to have approximately 60 people on the sales team by the end of 2000. INDIRECT SALES. While we expect most of our revenue in the early stages of our development to come from direct sales activities, we believe a greater proportion of sales will come from indirect channels over the long term. To date we have focused on one specific area, primarily in the equipment/ IT suppliers and systems integrators. Currently, we have cooperative sales and marketing arrangements to promote and resell our services through the direct or indirect channels of leading equipment and information technology suppliers, such as Compaq and Microsoft. CUSTOMER SERVICE We are building a customer relationship management system that will focus on delivering high quality, responsive service to our customers and will emphasize prompt attention to each customer. We believe that this level of service is essential to achieving high satisfaction levels and winning our customers' loyalty. We understand that we need to maximize customer satisfaction and loyalty in order to lower our customer turnover rates, encourage stronger customer referrals and achieve higher rates of completed sales. Our customer relationship management system will include the following elements: - We will make doing business with us easier through an integrated set of tools such as web portals and contact centers that will provide customers with direct access to us from any location, through any media and at any time. - We will tailor our product bundles based on our experience with similarly situated customers and customer feedback. - Each customer will have access to a real time account database and call center available 24 hours a day, seven days a week. - As part of our customer service, we intend to share customer feedback with our application service provider partners to ensure that these application service providers are able to offer appropriate applications to our customers. BUILDING BRANDS We believe that in offering our broadband internet services and the services of our partnered application service providers on a pan-European basis, the reach and scope of our broadband internet platform will set us apart from most of our competitors. We intend to capitalize on this strategy by creating a pan-European brand. We believe that we will be one of the first broadband and information service providers in Europe to do so. We have retained the services of a professional consultant to develop our brand and we are in the process of formulating together a branding campaign to promote our vision for "A Broadband World-TM-". We believe that building a pan-European brand will raise our profile with our target customer groups and potential marketing partners. 80 To complement our single pan-European brand, we are developing on a country by country basis specific advertising campaigns for our services. We have done this so that our local product and service offerings may be presented in a manner that reflects local tastes and circumstances, while strengthening our single company brand. KEY STRATEGIC COMMERCIAL AND EQUITY RELATIONSHIPS We have entered into commercial and strategic relationships that we believe provide valuable technical, marketing and distribution expertise. Some of our commercial and strategic relationships include: ALCATEL CIT. We are currently conducting wireless local loop field trials using Alcatel's point to multipoint broadband radio equipment in Lyon. Alcatel builds next generation networks, delivering integrated voice and data communications equipment. AUDIOCOM S.A. Audicom is the parent company of a group that includes a number of insurance companies and a financial and investment management company. The group has a network of 600 agencies throughout Luxembourg. COMPAQ COMPUTER. In March 2000, we announced a strategic relationship through a letter of intent with Compaq in conjunction with Microsoft to jointly market and develop broadband services in Europe. We intend to deploy Compaq's mission critical "Non Stop-TM-" data center server platforms, integration services and support services in our Solution Hotels. Compaq has a substantial European distribution network. ERNST & YOUNG. We have selected Ernst & Young to design and integrate our billing, operating, customer care, provisioning, network management and other integrated systems in Spain. Ernst & Young is a leading designer of customized software products for system integration. FIRSTMARK HOLDINGS L.L.C. FirstMark Holdings is one of our largest shareholders and is controlled by the co-chairmen of our Board of Directors, Lynn Forester and Michael J. Price. FirstMark Holdings has a distinguished advisory board which provides strategic advice to FirstMark Holdings. Its members are Vernon Jordan (Senior Managing Director, Lazard Freres); Dr. Henry Kissinger (Chairman, Kissinger Associates); Dr. Nathan Myhrvold (Former Chief Technology Officer, Microsoft Corporation); Bert Roberts (Chairman, WorldCom, Inc.); Sir Evelyn de Rothschild (Chairman, NM Rothschild & Sons); and Bernard Smedley (Chairman, CEO & President, Exigent International, Inc.). FLOWARE WIRELESS SYSTEMS LTD. We have selected Floware, together with their technology partner Siemens, as our wireless local loop vendor for our German deployment. Floware Wireless Systems Ltd. develops point to multipoint wireless access systems that enable alternative telecommunication operators to deliver broadband data and voice services to their subscribers. Their WALKair technology we have deployed is currently installed in more than 20 sites worldwide. GASLINE GMBH & CO. KG. In July 1999, we concluded an 18-year (10 years with eight additional years at our option) commercial agreement with GasLINE for leased fiber optic lines over its 3,500 kilometer fiber optic networks linking 21 major German cities. GasLINE is a joint venture involving 15 German gas supply companies, which operate over 30,000 kilometers of long distance gas pipelines. GENEVA TECHNOLOGY LTD. We have chosen Geneva as our preferred billing application and are currently negotiating the terms of the application agreement. Geneva specializes in the development and implementation of billing applications. HU-KOM. In March 2000, we announced the deployment of commercial wireless services through our collaboration with HU-KOM, a city carrier in Hanau, Germany. We are in the process of 81 connecting wireless local loop base stations with HU-KOM's fiber optic network to deploy broadband internet access in the city. LOUIS DREYFUS COMMUNICATIONS. In April 2000, we signed a long-term lease agreement with Louis Dreyfus Communications for 4,800 kilometers of dark fiber covering 16 cities in France. Louis Dreyfus Communications was created in April 1998, as a 100% owned subsidiary of the Paris based Louis Dreyfus conglomerate with activities in general trading, shipping, agricultural and energy commodities and operations in over 40 countries worldwide. LOGICA. We have selected Logica to design our billing, operating, customer care, provisioning, network management and other integrated systems in Germany. Logica is a leading designer of customized software products in the utilities, telecommunications and banking sectors. MICROSOFT. In March 2000, we announced a strategic partnership through a letter of intent with Microsoft in conjunction with Compaq to further develop our Solution Hotel architecture. We intend to offer Microsoft's latest Windows DNA 2000 platform, which supports a wide range of web enabled applications with support services and other back office applications. This will enable online service providers to distribute and cross sell their e-solutions via this internet platform at the Solution Hotel. Microsoft has a substantial European distribution network. NORTEL. In September 1999 we entered into an agreement with Nortel DASA, a joint venture between Nortel Networks and DASA GmbH, as our preferred supplier of transmission DWDM and SDH fiber technology. As part of this transaction, Nortel DASA guaranteed a vendor facility in March 2000. In addition, we entered into a memorandum of understanding to develop next generation optic equipment. In March 2000, we selected Nortel Networks as our vendor to provide data routing equipment and voice switches for our core network in Germany and are currently negotiating the terms of this relationship. SIEMENS AG. In November 1999 we selected Siemens as our preferred wireless access equipment supplier in Germany for which Siemens guaranteed a vendor facility in March 2000. As part of the agreement, Siemens will provide access to their public broadcast exchanges, roof space at their 400 offices in Germany for the deployment of wireless communication equipment base stations. Siemens is a leading engineering and electronic equipment manufacturing conglomerate and is one of Germany's largest companies. VSE NET. In January 2000 we announced the deployment of commercial wireless local loop services through collaboration with VSE Net, the Saarland-based city carrier in Germany. We interconnect wireless local loop base stations with VSE's dense fiber network and have deployed broadband access in the city. In addition, we have entered into joint venture arrangements with a number of key industrial and financial partners in many of the countries in which we operate. Some of these local equity partners include: BELGIUM CODENET. The company is the internet service provider subsidiary of Tractebel. Tractebel, owned by Suez Lyonnaise des Eaux, has a cable business, Coditel, voice and data operations through Codenet and satellite operations through Societe Europeenne des Satellites. UK PROVIDENCE INVESTMENT COMPANY LIMITED. Providence is an investment holding company based in Jersey, Channel Islands. It holds a wide range of investments including those with a specific interest in the technology, communications and electronic sectors. 82 HTNM LLC (HOLLINGER-TELEGRAPH NEW MEDIA). HTNM LLC is a wholly owned subsidiary of Hollinger International Inc. Hollinger International Inc. is a global newspaper publisher with newspapers in the United States, United Kingdom, Canada and Israel. Included among the 77 paid daily newspapers that Hollinger International currently owns are The Daily Telegraph, Chicago Sun-Times, The Jerusalem Post, Ottawa Citizen and National Post. In addition, Hollinger International currently owns 302 non-daily newspapers, as well as magazines and other publications. Hollinger International, through its subsidiaries, has also taken investment positions in various internet-based companies. SHIELD HOLDINGS (GUERNSEY) LIMITED. Shield is a wholly-owned subsidiary of Rothschilds Continuation Holdings AG. FRANCE BNP-PARIBAS GROUP. The BNP-Paribas group is a prominent banking group in western Europe and in France. It has a particularly strong position in the French small and medium size business market and in the French internet banking market with its three operations, BNP.Net, E-Cortal and Banque Directe. In addition, BNP-Paribas has a strong real estate footprint with its banking network throughout France. The BNP-Paribas group has invested primarily through BNP Europe Telecom and Media Fund II, a leading private equity fund, and through two other co-investment vehicles (Natio Vie Developpement 3 and Banexi). PONTHIEU VENTURES. Ponthieu Ventures is a subsidiary of Francarep SA, a financial holding company with investments in the telecommunication, financial, real estate, light industrial, and energy sectors. Francarep SA is majority owned by Paris Orleans, a French public company. GROUPE ARNAULT S.A. The group is the family holding company of Bernard Arnault, which controls Christian Dior and the French luxury and fashion group LVMH. As an active investor in information technology and internet, Mr. Bernard Arnault created in June 1999 Europ@Web, which has a major stake in LibertySurf, a leading ISP. RALLYE S.A. Rallye is a holding company with subsidiaries operating in the retail sectors. Casino, a subsidiary of the group, is one of the largest retailers in France operating nearly 5,000 outlets of which 1,000 are hypermarkets and supermarkets. SUEZ LYONNAISE DES EAUX. Suez Lyonnaise is a major international industrial and utility company with over 200,000 employees operating in the energy, water, waste services and communications sectors. The communications division has three main businesses, M6, a listed commercial television channel, Television Par Satellite and NOOS (formerly Lyonnaise Cable). PORTUGAL BANCO DE INVESTIMENTO GLOBAL S.A. Banco de Investimento Global's core activity is on-line banking including brokerage and asset management services. FINANTEL SGPS S.A. Finantel is a Portuguese holding company with subsidiaries operating in telecommunication services and equipment distribution businesses. The group has a majority shareholding in Teleweb, which is the largest independent internet service provider in Portugal. IPE CAPITAL-SOCIEDADE DE CAPITAL DE RISCO, S.A. IPE is a holding company in which the Portuguese State owns a 49% stake, with interests in telecommunications, information technology, water, recycling and healthcare. 83 SPAIN DIARIO DE BURGOS, S.A. This is a Spanish newspaper group, which has recently diversified into other communications markets through holdings in Burgos Cable Television, TV de Valencia, Vallodolid and Union Iberica Radio. INFORMATICA EL CORTE INGLES, S.A. The group is the largest Spanish retail conglomerate operating over 50 retail outlets throughout Spain. Through its Informatica El Corte Ingles subsidiary the group provides information technology solutions and computer hardware to business and retail consumers. Other substantial operations include activities in the travel, insurance and financial services sectors amongst others. OMEGA CAPITAL, S.L. One of the biggest Spanish investor groups, Omega Capital invests mainly in the technology and telecommunications sectors. Other operations include asset management in the financial securities and property sectors. Currently, the group manages assets of over 180,000 million pesetas. PROMOTORA DE INFORMACIONES, S.A. OR PRISA. Prisa is the leading Spanish media group with interests in El Pais, the largest national Spanish newspaper with a daily circulation of over 435,000 units and Cinco Dias, a business publication with a daily circulation of over 28,000 units. Through Canal + TV channel with over 1.8 million subscribers and Canal Satelite Digital with nearly 900,000 subscribers, the group has a distribution network of 5,559 sales points, access to 500 radio locations throughout Spain, installation teams and operational call centers. Through Proel, a subsidiary dedicated to new information technologies, the Prisa group has just launched an internet portal called INICIA with over 50,000 users. IMMOBILIORIA AZTLAN, S.A. DE S.V. The company is a subsidiary of Telefonos de Mexico, the Mexican incumbent telecommunications operator, which has expanded internationally and is present in Spain. CAJAS. The Cajas are a series of regional Spanish financial services institutions. Caja de Ahorros de Salamanca y Soria, also known as Caja Duero. This savings bank maintains an innovative distribution network throughout its 443 offices with Caja Electronica its internet banking facility and Linea Duero its telephone banking service. The institution operates in the financial services sector with approximately 2,500 employees and approximately 2 million clients. Monte de Piedad y Caja de Ahorros de Huelva y Sevilla. This savings bank launched Telemonte Videotex, a broadcast banking information service in 1990, set up Oficina Telefonica, a telephony banking service in 1994, and more recently offered internet banking facilities to its approximately 700,000 clients. The company has approximately 1,300 employees in 286 offices. Caja de Ahorros Provincial San Fernando de Sevilla y Jerez. This savings bank has approximately 2,000 employees throughout a network of 345 offices and offers telephone and internet banking facilities. Caja de Ahorros y Monte de Piedad de Zaragoza, Aragon y Rioja ("Ibercaja"). Ibercaja has approximately 3,800 employees throughout its 880 offices. The company offers telephone and interactive banking to its approximately 1.7 million clients. COMPETITION The telecommunications industry is highly competitive. Competition in the telecommunications industry is based upon price, customer service, network quality, value-added services and customer relationships. We compete or will compete primarily with the dominant incumbent telecommunications carriers, which generally offer the full range of voice, data and other value-added services and benefit 84 from their history as incumbent providers. The dominant incumbent in each country generally has certain competitive advantages over other operators (including us) due to its established market presence, fully deployed networks, greater resources, and control over its end to end network. We compete or expect to compete with all incumbents in the countries in which we operate, including Deutsche Telekom, France Telecom, Telefonica, Portugal Telecom and SwissCom. We also will compete with all providers who will provide local loop access through wireless local loop and DSL. Access to wireless local loop spectrum and to copper twisted pair wire is a scarce resource and we may not be able to obtain access to either in the markets we wish to enter. In addition, some providers have extensive fiber optic networks in Europe and are expanding their fiber optic networks. We will also compete against other alternative telecommunication providers, including other providers of fiber optic networks and cable companies. In addition to competition from existing incumbent telecommunications providers and alternative telecommunications carriers, including competing services for wireless local loop and DSL, we expect to face competition from European cable television systems, satellite service providers and other wireless technology operators that are beginning to offer broadband telecommunications services to business customers. EMPLOYEES As of June 30, 2000, we had full time employees in the following countries:
COUNTRY EMPLOYEES - ------- --------------------- France...................................................... 27 Germany..................................................... 169 Luxembourg.................................................. 24 United Kingdom.............................................. 120
We believe our relationship with our employees is satisfactory. Our employees are required to sign confidentiality agreements. We plan to expand significantly the number of persons under employment. As of June 30, 2000, our Spanish wireless local loop affiliate had 25 employees and our French wireless local loop affiliate had 15 employees. During 1999, we had an average of one, 46, four and nine full time employees in France, Germany, Luxembourg and the UK, respectively. During 1999, our Spanish wireless local loop affiliate had an average of four full time employees. During 1998, we had an average of three full time employees. PROPERTY Our headquarters in Luxembourg consists of approximately 960 square meters of leased space. Our principal office in London, England consists of approximately 9,700 square feet of leased space. We lease additional space in Maidenhead in England, Hannover, Dresden and Saarbrucken in Germany, Paris and Lyon in France, Luxembourg and Madrid in Spain. In Germany, we have leased over 10,000 square meters of space for customer co-location and hosting services. We do not own any real estate. We believe that our facilities are adequate for our current operations. We expect that we will need additional space as we expand our business and believe that we will be able to obtain space as needed. INTELLECTUAL PROPERTY We hold the register and the trademark "FirstMark-TM-" in the European Union and in Germany. In addition, we have applied to register the trademark "FirstMark-TM-" in Switzerland and the UK. In addition, we have applied to register the trademark "A BROADBAND WORLD-TM-" in Europe with the European Union and in Switzerland. Furthermore, we have applied to register other trademarks in various European countries and with the European Union. Although in the aggregate these trademarks are of importance to us, we do not consider any single trademark or other intellectual property right to 85 be essential to our business. In general, we rely upon our network, quality of service and products and application of our expertise rather than trademarks or proprietary technology in the conduct of our business. We have applied for or secured the right to use numerous broadband and telecommunication web domain names, which we plan to use for marketing or product launch purposes. LEGAL PROCEEDINGS We may be subject to legal or governmental proceedings from time to time in the ordinary course of our business. We are not currently a party to any pending or threatened material legal or governmental proceedings. We are not aware of any legal or arbitration proceedings, pending or threatened, which could have a material adverse effect on our financial position, nor have any such proceedings been initiated in the previous two years. 86 REGULATION The establishment of a broadband internet platform and the provision of broadband internet communications and services in the countries in which we operate and plan to operate is regulated. The scope of regulation varies from country to country, although in some significant respects regulation is harmonized under the regulatory structure of the European Union or EU. All of the countries that are referred to in the regulation section, except Switzerland, are members of the EU. Set forth below is a summary of the regulatory environment in the EU and the principal countries in which we operate or intend to operate in the near future. OVERVIEW National, regional and local laws and regulations governing the provision of telecommunications services differ significantly among the countries in which we currently operate and plan to operate. The interpretation and enforcement of such laws and regulations vary and could limit our ability to provide certain telecommunications services and to establish and operate telecommunications networks in certain markets. It is unclear whether future regulatory, judicial and legislative changes will have a material adverse effect on us, whether regulators or third parties will raise material issues with regard to our compliance with applicable laws and regulations, or whether other regulatory activities will have a material adverse effect on our business, financial condition and results of operations. Under the World Trade Organization Basic Telecommunications Services Agreement, effective as of February 9, 1998, which we refer to as the WTO Agreement, 77 countries have agreed to permit varying degrees of competition from foreign carriers over different time frames. Although many European countries have agreed to make certain changes to open and ensure fair competition in their respective markets, there can be no assurance that countries will honor their commitments in a timely manner, if at all. In addition, since the regulatory frameworks are currently not well established in all countries, it is difficult to anticipate what regulatory requirements we will encounter in carrying out our business plan. Many European countries are currently examining whether and to what extent broadband internet networks, communications and services should be regulated. We cannot predict whether or to what extent broadband internet networks, communications and services may be regulated in the future in Europe. In particular, we cannot predict the way in which the EU or individual member states will regulate these areas, including whether particular broadband internet communications and services will be prohibited or whether a license will be required to provide these services or establish the required networks. EUROPEAN UNION The EU has taken a dual approach to the opening up of telecommunications by requiring the removal of monopoly rights and by harmonizing regulatory rules. The EU Commission liberalization directives required EU member states to open their telecommunications market progressively sector by sector: services (Directive 90/388), satellite equipment and services (Directive 94/46), cable television (Directive 95/51 and 99/64), mobile networks and services (Directive 96/2) and the remaining restrictions to competition (Directive 96/9). The EU Commission began to establish the regulatory framework in 1990 through the adoption of the Open Network Provision Framework Directive (Directive 90/387) requiring each EU member state to establish an independent national regulatory authority. The EU Commission established a framework for market entry rules (EU Licensing Directive 97/13), as well as a framework for inter-operator relations (EU Leased Lines Directive 92/44, as amended by the Amending Leased Lines Directive 97/51, and the EU Interconnection Directive 97/33, as amended by the EU Numbering Directive 98/61). Customer issues, including billing and data protection, were also addressed (EU Amended Voice Telephony Directive 98/10 and the EU Telecommunications Data Protection Directive 97/66). 87 National regulatory authorities focus on operators with significant market power. In particular, in relation to the origination and termination of communications within national networks, operators with significant market power must offer cost oriented rates and standard terms and conditions for those services. In considering whether an operator enjoys significant market power, a national regulatory authority may conclude that a market share of 25% or more is indicative of significant market power, although the national regulatory authority may take into account other factors in reaching its conclusion. Unbundling of the local loop through wireless local loops, DSL or in-city fiber optic connections is not expressly required under EU law. The EU Commission's e-Europe initiative set out its support for unbundling of the "last mile" and indicated a deadline of December 2000 for EU member states to enable the unbundling of the "last mile." In February 2000, the EU Commission published a working document that analyzed the unbundling of the "last mile" and included a proposal for a Commission recommendation. The Commission specifically called upon EU member states to enable full access by alternative operators under costoriented, transparent and non-discriminatory terms and conditions by the end of 2000 to wireless local loop, DSL and fiber optic connections owned or obtained by operators with significant market power. On July 12, 2000, the Commission published a proposed regulation which would give legal effect to the Commission's recommendation for unbundled access in member states by December 31, 2000. If passed, the regulation would be directly enforceable in each member state as if it were part of national law. It also asserts that the EU Amended Voice Telephony Directive requires EU member states to ensure that operators with significant market power meet all reasonable requests for shared access to high frequency spectrum within the "last mile", for example, to provide DSL services. In addition, the EU Commission is currently reviewing existing EU communications law with a view to developing a regulatory framework for the converging communications markets. The EU Commission issued a package of draft proposals relating to the future regulatory framework for electronic communications services in the EU on July 12, 2000 dealing with harmonization, interconnection, licensing, universal service obligations and data processing issues. Although sector-specific regulation will remain in a consolidated and reduced form, the EU Commission would like to use competition law to control the sector, once effective competition has been achieved. While EU directives remain binding on EU member states, the means of implementing directives into national law are at EU member states' discretion. This dual regulatory structure has meant in practice that the implementation, interpretation and enforcement of these EU Commission directives differ significantly among the EU member states. While some EU member states have embraced the liberalization process and achieved a high level of openness, others have delayed the full implementation of the directives and maintain several levels of restrictions on full competition. FINLAND The Telecommunications Market Act, enacted on June 1, 1997, repealed the 1987 Telecommunications Act and opened the entire telecommunications market to competition. The new statute eliminated the requirement to obtain a license to provide services except public mobile network operations. As a result, and consistent with the European Union Licensing Directive, the provision of public telecommunications services and operation of fixed public networks now require only prior notification to Finland's Ministry of Transport and Communications. Other types of services, including resale, switched data transmission and incidental voice and video transmission over data networks, do not require any license or notification and are generally exempt from regulation except for applicable interconnection and technical requirements. In January 1998, a new regulation became effective exempting World Trade Organisation member country operators from the notification requirements for arranging transmission connections to route international telecommunications into Finland. We received a license on April 7, 2000 to provide customers in 12 cities with broadband local access services through wireless local loop technology in the 26 gigahertz bandwidth. We have 88 submitted a license application for further frequencies, as well as the possession and use of radio equipment, and expect to receive a response from Finland's regulatory authority soon. There are no specific regulations relating to unbundling the local loop or DSL in Finland. The use of DSL is not subject to any license. ADSL is the only type of DSL service currently available in Finland. FRANCE REGULATORY FRAMEWORK. The Telecommunications Act of July 26, 1996 requires operators to obtain a L.33-1 infrastructure license for the establishment and operation of public networks and a L.34-1 service license for the provision of public telephone services. Operators establishing and operating a public network and providing public telephone services must obtain a L.33-1/L license, which covers both infrastructure and services. The Telecommunications Regulatory Authority, the French regulatory authority, is responsible for examining applications for these licenses. The minister in charge of telecommunications grants the licenses. WIRELESS LOCAL LOOP. The establishment and operation of wireless local loop services in France requires granting of a L.33-1 infrastructure license and, if necessary, a L.34-1 service license and the allocation of frequencies. Due to the scarcity of frequencies, the allocation of wireless local loop licenses and of the corresponding frequencies is conducted by the French regulatory authority on a competitive basis. On October 19, 1998, we were granted a temporary experimental license and an allocation of frequencies for the city of Lyon. The experimental license expires on the date of allocation of the licenses described in the following paragraph. However, this temporary frequency allocation and experimental license do not grant us any right or priority to obtain any of the licenses described below. The French regulatory authority has launched three calls for tenders to grant the following licenses on a competitive basis: two nationwide licenses, two licenses in each of the 22 metropolitan regions and two licenses in each of the overseas territories. The deadline for submitting applications for these licenses was January 31, 2000. We applied for a nationwide license and 22 regional licenses. The French regulatory authority announced the results of its selection process on July 11, 2000. We have been selected for a nationwide license. The minister in charge of telecommunications signed the license on August 4, 2000. OTHER LICENSES. A license to establish and operate a network open to the public and/or to provide public telephone services may be refused only for one of the following reasons: - on the grounds of law and order or in the interests of national defense and public security, - as a result of technical constraints due to the availability of frequencies, - when the applicant does not have the technical or financial capacity to meet its obligations, or - if the applicant has been sanctioned because of its activities in the telecommunications sectors. On March 21, 2000, we submitted an application for an L.33-1 and L.34-1 license to establish and operate a national fiber network and to provide public telephone services on such network. Our license was granted on June 9, 2000 and published on July 6, 2000. An amendment to the current telecommunications law may be introduced in order to expressly require significant market power operators to give access to the local loop for DSL services for it in the near future. Local loop trials of DSL services were launched in July and we have been granted an experimental DSL license on July 7, 2000 to participate in the experimental phase. INTERCONNECTION. France Telecom, the incumbent dominant operator, is obligated to interconnect with other providers of telecommunications services at cost oriented rates and on nondiscriminatory terms. The interconnection rates charged by France Telecom are subject to the approval of the French regulatory authority. We will be entitled to obtain more favorable interconnection rates from France 89 Telecom because we have been granted the L.33-1 license. We have commenced negotiations on an interconnection agreement with France Telecom. GERMANY REGULATORY FRAMEWORK. The German Telecommunications Act of July 25, 1996 provided for the liberalization of all telecommunications activities by January 1, 1998. Several related ordinances concerning, among other things, license fees, tariff regulations, interconnection, universal service and consumer protection have been passed to complement the German Telecommunication Act. In addition, companies providing telecommunications services may be subject to data protection laws and related regulations. The German telecommunications sector is currently overseen by the Regulatory Authority for Telecommunications and Post, the German regulatory authority. WIRELESS LOCAL LOOP. In 1998 and 1999, we applied for the allocation of wireless local loop frequencies in the 3.5 as well as the 26 gigahertz bandwidth. According to the allocation rules, Germany was divided into approximately 440 regional areas, each of which required a separate application. The frequencies were allocated in two rounds and one supplemental allocation, which differed with respect to the applicable allocation rules. We received 30 licenses in the first round, in which licenses were allocated for those areas in which demand did not exceed the available frequencies. We received 111 licenses in the second round, in which an application for each area was required and licenses for frequencies were allocated competitively. We received six licenses in the third round which has only recently been closed. This third allocation became necessary as a reorganization of the frequency allocation plan had made additional frequencies available in specific areas. Licenses for frequencies in the third round apparently were granted to those applicants that were in a position to operate the allocated spectrum without causing interference with the licenses allocated to competitors. In May 2000, the German regulatory authority announced a fourth round. We are participating in this round. At least one applicant filed a lawsuit against the German regulatory authority's license allocation process in the second round. That lawsuit, however, was withdrawn. While we are not aware of and do not expect additional lawsuits to be filed with respect to the allocation process, we cannot be certain that there will not be additional lawsuits filed in the future, particularly with respect to round three which was not announced publicly by the German regulatory authority. Our licenses are subject to various conditions, including that we: - start commercial services within one year, - cover typically between 90% and 100% of the population within a license coverage area depending on the specific area within a period of three to six years from frequency allocation, and - provide universal services, including voice telephony with ISDN quality, to our customers. In addition, our licenses may be revoked: - if an increase in efficiency is possible due to technical developments, - if we fail to use the frequencies for more than one year after we have received them, - if our operation of the frequencies causes damage, - if the regulatory authority reorganizes the frequency allocation plan, or - if revocation is the only way to prevent substantial damage to the public. OTHER LICENSES. Under the German Telecommunications Act, licenses can be issued for constructing and operating different types of networks, as well as for the provision of services using networks owned or maintained by other operators. We have received a nationwide Class 4 license for the provision of voice telephony services on the basis of self-operated networks and the operation of networks using the wireless local loop frequencies described above. We have also received a national 90 Class 3 license to construct and operate telecommunications lines and facilities for the provision of telecommunications services to the public. Both a Class 4 and a Class 3 license are required for access to the copper local loop maintained by Deutsche Telekom, the incumbent dominant operator. Between 1997 and 2000, the German Ministry and the German regulatory authority issued several decisions on Deutsche Telekom's obligations relating to the interconnection of networks and other forms of network access. Two of these decisions stated that Deutsche Telekom must grant unbundled access to the local loop to its competitors. Deutsche Telekom is required to: - offer the relevant services that it uses internally, including transmission, switching and operational interfaces, where the connection to the copper wire is permitted; and - unbundle its services for special network access, for example, access to the local loop under certain circumstances in such a way that other competitors need not purchase services they do not want. As a result, Deutsche Telekom has been required since December 1997 to grant its competitors unbundled access to the local loop. In connection with the unbundled local loop agreements, Deutsche Telekom submitted proposed tariffs to the German regulatory authority for approval. The regulatory authority rejected these tariffs in March 1998. Deutsche Telekom was asked to submit a new application, taking into account the results of a review of the German regulatory authority. On February 8, 1999, the German regulatory authority ruled on the application and set fees, effective until March 31, 2001, for copper local loop at a price of DM 25.40 per month, excluding value-added tax, one-time installation fees from DM 196.55 to DM 337.17 including installation and a fee for terminating access to two-wire copper line of DM 107.70. Each of these new fees was lower than the fees requested by Deutsche Telekom but higher than the current monthly subscription fee for a basic analog voice service. Some companies affected by this decision, including Deutsche Telekom, have appealed the decision. The orders of the German regulatory authority are enforceable while the case is pending. In March 2000 we entered into an unbundling agreement with Deutsche Telekom in which Deutsche Telekom agreed to offer us unbundled access to their local networks of copper twisted pair wire and access to space in their central offices. We need unbundled access to this copper wire to install our equipment so that we can provide DSL services. We will use the co-location space we have been allocated in Deutsche Telekom's central offices to install, operate and maintain our interconnection equipment. INTERCONNECTION. We entered into an interconnection agreement with Deutsche Telekom in March 2000. We expect to begin providing services in ten cities pursuant to this interconnection agreement in August 2000. As a public network operator, we are entitled to obtain preferential tariffs and conditions from Deutsche Telekom for the origination and termination of communications. If the operator has significant market power, tariffs and tariff-related components are subject to regulation by the German regulatory authority. With respect to international calls, Deutsche Telekom no longer has significant market power. Deutsche Telekom remains a market dominant provider for other fixed public voice telephony services. As an operator of a public telecommunications network, we have an obligation to interconnect with other operators of public telecommunications networks upon request. If we do not reach an agreement on interconnection with the requesting operator, the German regulatory authority may order the parties to reach such an agreement. The German regulatory authority has six weeks, extendable for an additional four weeks, to issue such an order. If the parties come to an agreement within this period, they can abandon the request for an order and the German regulatory authority does not have the power to require another interconnection agreement. If the German regulatory authority orders an interconnection, it must be implemented within three months, unless implementation proves to be 91 impossible on grounds of objective technical reasons. Interconnection agreements to which an operator with significant market power is a party, such as Deutsche Telekom, must be presented to the German regulatory authority. ACCESS CODE. We were granted the access code 010085 by the German regulatory authority in February 1999. Generally, a licensee of an access code must start operations utilizing the access code within six months. Due to the protracted nature of the frequency allocation process and the resulting delay to the start of our operations, our use of the access code has been delayed. Although we have not met the condition for use, we are not aware of any action to revoke the access code. ITALY REGULATORY FRAMEWORK. The telecommunication sector in Italy is regulated by laws and regulations substantially in line with the EU directives in this sector. Many matters have been delegated to the Supervisory Authority, the Italian regulatory authority, which has significant powers of regulating the sector and imposing sanctions. The provision of telecommunication services and the construction of networks require a license from the Italian regulatory authority. However, the provision of telecommunication services other than voice telephony and construction of networks require a simple authorization granted by the same authority. Licenses may be granted for voice telephony or other telephony services. An applicant for a license must provide details of its shareholders, its financial statements, the network, geographic coverage, installation program, market objectives, market forecasts and its technical expertise among other things. An applicant must be a corporation with a fully paid up capital, when the application is filed, equal to at least 10% of the value of the planned investment. The installation of telecommunications networks which pass over or under public land is subject to the granting of a permit for the use of the public land by the municipality concerned. Each municipality has different rules regarding how such permission must be obtained, and negotiations with these municipalities could delay operations in Italy. WIRELESS LOCAL LOOP. The Supervisory Authority is preparing the procedures for the allocation of wireless local loop licenses. The Supervisory Authority has recently completed a consultative process for wireless local loop services. We expect that the procedures will be published by the end of 2000. We plan to apply for wireless local loop licenses when they become available. OTHER LICENSES. ADSL is the only type of DSL service currently available in Italy. Prior to December 1999, there were no specific regulations for DSL. The only provisions applicable to telecommunications services provided by using ADSL technology were the rules in force for any telecommunication service in Italy. On December 21, 1999, the Supervisory Authority granted Telecom Italia, the incumbent dominant operator, a provisional authorization to provide ADSL wholesale services in Italy. The Supervisory Authority imposed certain provisional obligations on Telecom Italia in connection with the supply of ADSL services, which are in addition to the existing obligations imposed on telecommunication service providers. For example: - Telecom Italia must offer ADSL services only to those telecommunication operators to which the Supervisory Authority has granted a license or a general authorization for the provision of telecommunication services in Italy. Such operators may immediately start to provide ADSL services to final users by communicating to the Supervisory Authority the commencement of such activity; - Telecom Italia must supply ADSL services to any operator that makes a request taking into account (i) the economic conditions that it applies to its affiliates and (ii) the economic conditions that Telecom Italia and its affiliates apply to the final users; 92 - the conditions of the offer must allow the operators to supply ADSL services to final users on competitive conditions; and - the Supervisory Authority has also established the main technical requirements which must characterize Telecom Italia's offers. INTERCONNECTION. Generally, each operator of a public telecommunications network is entitled and, if requested by the other operators belonging to the same category, obliged, to negotiate interconnection agreements, subject to certain circumstances. No request for interconnection may be refused without the Italian regulatory authority's consent. Operators with significant market power are subject to more restrictive obligations in negotiating interconnection agreements, for example: - they must observe the principle of non-discrimination with respect to interconnection offered to others, - they must guarantee, in providing the necessary infrastructure, the same quality which characterizes their own services, - they must provide other operators, upon request, all information and technical specifications necessary for the entry into of the interconnection agreement, - they must send the Supervisory Authority copies of any interconnection agreements that they enter into, and - the economic terms of the interconnection agreements must be cost-oriented. The Italian regulatory authority may require amendments to the interconnection agreements entered into by operators. LUXEMBOURG REGULATORY FRAMEWORK. Telecommunications are regulated in Luxembourg by the Law of March 21, 1997 on Telecommunications and various related decrees and decisions. The relevant authority responsible for the telecommunications sector is the "Institut Luxembourgeois des Telecommunications," the Luxembourg regulatory authority. WIRELESS LOCAL LOOP. On February 9, 2000, the Luxembourg regulatory authority announced that it reserved the 3.4-3.6 gigahertz and 24.5-26.5 gigahertz frequency bands for wireless local loop services. Based on this decision, the Institut Luxembougeois des Telecommunications has assigned four channels of 28 megahertz within the 26 gigahertz frequency band for wireless local loop to us. Moreover, we have been granted a 14 megahertz channel in the 3.5 gigahertz frequency band in order to provide national coverage. We were authorized to operate a national wireless local loop network in March 1999. OTHER LICENSES. In general, the provision of telecommunications services, except for voice telephony, only requires prior notice to the Luxembourg regulatory authority. If the Luxembourg regulatory authority does not object to the offering of the telecommunication services within four weeks after receipt of the notification, the operator is authorized to commence services. The operation of fixed and mobile telecommunications networks and the provision of voice telephony services require licenses from the Minister of Communications. Three different types of licenses can be obtained. - A License--a license which allows an operator to operate a network and to provide voice telephony services, - B License--a license which allows an operator to operate a network, which does not include providing voice telephony services, and - C License--a license which allows an operator to provide voice telephony services. 93 We received an A license in April 1999. Licenses are valid for a period of 30 years and may be renewed for successive periods of 10 years. Licenses cannot be transferred from one company to another. In the event of a major change in ownership or control of the license holder, the Minister of Communications must be notified. If the Minister of Communications does not object to the change in ownership or control within two months after the notification, the change in ownership or control will not affect the existing licenses. No regulations relating specifically to unbundling the local loop have been enacted. However, the telecommunications law provides that all operators with significant market power should provide access to their networks based on conditions which are objective, transparent and non-discriminatory and guarantee equal access, which includes the local loop. INTERCONNECTION. According to the telecommunications law, each operator with significant market power is obliged to allow and facilitate interconnection to its network and is obliged to respond to each reasonable request for interconnection. Although the interconnection agreements are subject to negotiations between the relevant parties, the Luxembourg regulatory authority may specify certain terms of the interconnection agreements. Currently, the only operator with significant market power is the "Entreprise des Postes et Telecommunications." We signed an interconnection agreement with the Entreprise des Postes & Telecommunications on June 22, 2000. PORTUGAL REGULATORY FRAMEWORK. The Institute of Communications is the Portuguese regulatory authority. It monitors compliance with authorizations, licenses and permits granted to telecommunications providers in Portugal. The telecommunications sector in Portugal complies with the principal EU directives for this sector. The Basic Law of Telecommunications, enacted on August 1, 1997, provides the legislative framework and the basis for telecommunications regulation in Portugal. This law requires that a basic telecommunications network exists and basic telecommunications services are provided on a universal basis in Portugal. It also requires that operators of public telecommunications networks have an obligation to permit non-discriminatory use of their networks by other operators and service providers. It also prohibits unfair competitive acts and abuse by a network operator or service provider with significant market power. Separate licenses are required to: - provide public fixed telephone services, - establish and/or provide public telecommunications networks, - establish networks or provide services which require the granting of frequencies, and - conduct operations where the operator is subject to universal service obligations, interconnection obligations or duties that derive from having significant market power. No regulations relating to unbundling the local loop have been enacted. LICENSES OF OPERATING COMPANY. On August 17, 1999, we entered into a Partnership Agreement with Finantel SGPS, S.A., Banco de Investimentos Global, S.A. and IPE Capital--Sociedade de Capital de Risco, S.A., through which we acquired 35% of the share capital of Teleweb Comunicacoes Interactivas, S.A., a global telecom operator specialized in internet services, fixed telecommunications services and wireless local loop services, duly licensed in accordance with Portuguese law. In November 1999, Teleweb was awarded a national wireless local loop license in the 24.5-26.5 gigahertz frequency bands. This license was granted for 15 years from the date the license was formalized. The license may be terminated upon the occurrence of certain events, including non-compliance with any of its conditions, suspension of payments and expiration of the term of the license. 94 Teleweb has been authorized to provide public fixed telephone services since 1998. In 1999, Teleweb received a license to provide fixed voice telephone services and Teleweb began to provide services pursuant to this license on January 1, 2000. Teleweb obtained a license to provide public telecommunications networks earlier this year. This license requires that Teleweb negotiate interconnection agreements with other operators, subject to certain circumstances. Teleweb may not refuse interconnection. Each of these three licenses is valid for a period of 15 years. INTERCONNECTION. The Portuguese regulatory authority is establishing the basic framework for interconnection with Portugal Telecom, the incumbent dominant operator, and between other network operators. Portuguese law provides that: - Portugal Telecom is required to establish a form of interconnection agreement and to negotiate interconnection agreements with other network operators, - the Portuguese regulatory authority will determine the main elements of the form of interconnection agreements, - Teleweb must permit non-discriminatory access to its network by other network operators and service providers, and - Teleweb is required to have interconnection rates that are transparent, non-discriminatory and cost-oriented. SPAIN REGULATORY FRAMEWORK. The General Law on Telecommunications, effective as of April 26, 1998, is the primary legislation regulating the Spanish telecommunications market and the provision of telecommunications services in Spain. The Spanish government has enacted decrees and orders relating to, among other issues, licensing, interconnection and numbering and public service obligations (including universal service). The MINISTERIO DE CIENCIA Y TECNOLOGIA shares responsibility for overseeing the telecommunications industry in Spain with the Spanish Telecommunications Commission. The principal role of the MINISTERIO DE CIENCIA Y TECHNOLOGIA in the telecommunications field is to propose or decide policy, to issue the necessary regulations and to sanction operators when necessary. The Spanish Telecommunications Commission is an independent telecommunications regulatory body that supervises the activities of the telecommunications market. The Spanish fixed-line telecommunications market was fully liberalized on December 1, 1998. Pursuant to the General Law on Telecommunications and its implementing legislation, different types of individual licenses are required to construct or operate different networks and to provide different services. This legislation established three categories of individual licenses that permit operators to provide telecommunications services to third parties or to establish or operate a public telecommunications network: - Type A individual licenses provide operators the right to offer fixed-line telephony services to the public, through the use of switch and transmission means, but without having the rights and obligations of holders of Type B and Type C individual licenses with respect to the construction or operation of the network. - Type B individual licenses provide operators the right to offer telephony services to the public by constructing or operating a public telecommunications network. Type B individual licenses include "B1" licenses, for fixed-line telephony services through a fixed-line public network, and "B2" licenses, for mobile telephony services through a ground or satellite mobile public network. - Type C individual licenses permit an operator to construct or operate a public telecommunications network without the license holder providing telephony services to the public. Type C individual licenses include "C1" licenses, when the network does not necessarily require the use of the radio-electric public domain, and "C2" licenses, when the network requires the use of the radio-electric public domain. 95 WIRELESS LOCAL LOOP. On March 8, 2000, we received a Type C2 individual license to construct and operate a nationwide wireless local loop network in the 3.4 to 3.6 gigahertz bandwidth. The C2 license was formalized on April 18, 2000. In June 2000, we applied for a Type C general authorization to provide data transmission services to the public, including internet access, but it has not been granted yet. Under the Type C2 individual license, we enjoy certain rights, including being able to obtain numbering resources, interconnect with public networks, provide leased lines services and occupy private or public property for the construction or operation of our network. As a user of wireless local loop frequencies, generally we have the right to be protected against harmful interferences in the frequencies awarded. The Type C2 individual license is valid for 20 years running from the date the license was formalized and may be extended by prior request to the MINISTERIO DE CIENCIA Y TECNOLOGIA for one 10 year period. The license may not be transferred unless certain statutory requirements are met, including the expiration of the first four years of the license term. The performance of the obligations of our Spanish joint venture is guaranteed by a [EURO]185 million bank guarantee. Our pro-rata share of this guarantee amounts to approximately [EURO]63 million. Under the Type C2 individual license, we must, among other things: - deploy the network covering certain zones of those cities in Spain with more than 200,000 inhabitants within one year from the date the individual license is formalized, - maintain the operation of the network for at least four years from the date when the individual license was granted, - submit the technical specifications to the MINISTERIO DE CIENCIA Y TECNOLOGIA for its approval, prior to starting operation of the network, - offer interconnection and access to our network as well as guarantee, when necessary, interoperability of services, - share infrastructure with other operators when there is a public interest or an environmental reason. If an agreement is not reached by the relevant parties, the Spanish Telecommunications Commission may specify the terms of such agreement, - comply with certain public service obligations, and - fulfill the operator's commitments set forth in our Type C2 individual license application including, among others: - radio coverage and installed access capacity, - frequency planning and co-ordination, - number of covered cities and installed base stations, - service quality and availability (including local and national interconnection availability), billing accuracy and repair time, - nature and availability of service offerings, - maintenance of existing corporate structure, minimum equity contributions and minimum capital expenditures, - pricing structure and volume discounts, and - employment, training and contributions to communities and the national economy. 96 If we do not comply with our license obligations and conditions or commit very serious infringements as defined in the General Law on Telecommunications conditions, the Telecommunications Commission or the relevant administrative body may impose sanctions on us, including fines and termination of the license. If we commit other infringements, we may also be sanctioned. The license may be terminated under certain circumstances, including: - the term has expired, - the technical conditions of our network under our Type C2 individual license are not adjusted to the National Assignment of Frequencies Plan and additional bandwidths cannot be awarded, - the license is revoked due to non-compliance with any of its conditions, and - the occurrence of certain events specified by the Spanish Public Procurement Law, including formal bankruptcy, suspension of payments, expropriation, breach of any key obligations or lack of capacity. OTHER LICENSES. On May 11, 2000, the Spanish Telecommunications Commission granted us a Type A individual license to provide fixed telephony services, available to the public, through the use of switch and transmission means, but without having the rights and obligations of holders of Type B and Type C individual licenses with respect to the construction or operation of the network. We have recently applied for the conversion of our Type A license into a Type B1 license for fixed line telephony services through fixed line public networks. Under the Type A individual license, we are allowed to provide fixed telephony services anywhere within the territory of Spain, as long as we have one point of interconnection in each of the provinces where we intend to provide service. The license is valid for 20 years, and may be extended by prior request to the Spanish Telecommunications Commission for 10 year periods up to a total term of 50 years. Under the Type A individual license, we will have the right, among other things, to: - obtain numbering resources, - offer call by call selection and, as of December 1, 2000, pre-selection, - interconnect with public networks, and - provide an access network to our customers by means of leased lines from public telecommunications network operations. Our obligations under our Type A individual license include, among others, the following: - to commence service within one year from the date the license was granted and to continue such service for at least four years from the grant date, - if we are the customer's selected operator, to transport calls effectively and efficiently, and - to pay an annual fee for assignment of numbering resources. Termination of the Type A license and sanctioning in the event of non-compliance with our obligations and conditions under the Type A license are generally triggered by the same events and have the same consequences as described above for termination and sanctioning under the Type C2 individual license. INDIRECT ACCESS TO LOCAL LOOP THROUGH ADSL TECHNOLOGY. An order approved by the MINISTERIO DE FOMENTO on March 26, 1999 regulates the conditions in which operators of public fixed telephony 97 networks with significant market power will provide indirect access to the local loop through ADSL technology. This order and the relevant standard contract may allow Telefonica, the incumbent dominant operator, to withhold ADSL internet connection services from customers who switch from Telefonica to a different telephony provider. According to the ADSL order, the relationship between dominant operators and authorized operators is governed by a standard contract for the provision of indirect access to the local loop which was approved by the General Secretary for Communications on July 9, 1999. The Government Commission for Economic Affairs is entitled to prescribe temporary fixed, maximum and minimum prices to be charged by Telefonica to authorized operators for the provision of indirect access to the local loop. The Government Commission for Economic Affairs approved the applicable tariffs for the provision of indirect access to the local loop which will be in force until December 31, 2000, unless reviewed before that date. Telefonica is obliged to make available indirect access to the local loop through ADSL technology in its fixed telephony network in a progressive way. The first phase of Telefonica's coverage plan ends on December 31, 2000. INTERCONNECTION. Spanish law requires, as a general rule, the owners of public telecommunications networks to provide interconnection to other public telecommunications networks established in Spain and telephone services available to the public, the terms of which must be specified in an interconnection agreement. Interconnection agreements are subject to Spanish government regulations, including the Interconnection Decree dated July 30, 1998, and to the supervision of the Telecommunications Commission. The Interconnection Decree requires that Telefonica, as the dominant operator in the fixed line telephony market, present a reference interconnection offer to the Spanish Telecommunications Commission containing its proposed price terms. The purpose of the reference interconnection offer is to set out the general conditions and financial terms upon which Telefonica will interconnect with other operators. Interconnection services will be provided through points of interconnection, which are described in an interconnection agreement with Telefonica. The applicable legislation requires that the interconnection prices charged by Telefonica be cost-oriented. In October 1998, the MINISTERIO DE FOMENTO approved Telefonica's reference interconnection offer, with the revisions recommended by the Spanish Telecommunications Commission which included a decrease in the prices proposed by Telefonica. Telefonica has appealed the MINISTERIO DE FOMENTO'S decision to the AUDIENCIA NACIONAL, a Spanish national court. The appeal is still pending. The AUDIENCIA NACIONAL could take more than a year to decide on the merits of the case, but it has refused to suspend the new interconnection rates while the appeal is pending. Telefonica does have the right, however, to appeal the decision of the AUDIENCIA NACIONAL to not suspend the new interconnection rates while the appeal is pending. Telefonica may vary the conditions included in the reference interconnection offer in accordance with applicable law. It is required to provide amendments to the reference interconnection offer annually. The first amendment has already been approved by the Spanish Telecommunications Commission. The interconnection regulations prescribe a maximum four month negotiation period, starting on the date a request for negotiation for an interconnection agreement with Telefonica is made. We intend in the near future to begin negotiating an interconnection agreement with Telefonica. NUMBERING AND OPERATOR SELECTION. In order to provide telecommunications services, operators need to be allocated public numbering resources by the Spanish Telecommunications Commission. The Interconnection Decree addresses operator selection, which refers to the ability of the subscriber to 98 select a given operator for all or certain calls. The operator to be used can be chosen ahead of time or on a call-by-call basis. The operator selected must transport the calls effectively and efficiently. The operator with significant market power (currently Telefonica) is required to set out procedures for the selection of operators before December 1, 2000. Call-by-call selection is already available on long-distance and certain mobile calls. On February 1, 2000, Telefonica was required to allow customer preselection of alternative telecommunication carriers for long-distance and certain mobile calls on all of its digital lines. Telefonica is required to set out procedures, prior to November 15, 2000, for call-by-call selection and preselection in lines connected to digital telephony stations for metropolitan calls. NUMBER PORTABILITY. Under the Interconnection Decree, subscribers will have the right to keep their existing telephone numbers when contracting for the same telecommunications services of a new provider. The General Law on Telecommunications further requires that fixed telecommunications network providers guarantee that existing telephone numbers be maintained and share the costs associated with this service. Number portability is available to fixed telephony service subscribers in certain cases. LICENSE PAYMENTS. Under applicable Spanish regulations, holders of individual licenses and general authorizations are required to make certain payments. Most importantly, they are required to pay an annual fee of 0.15% of gross revenue and, in the event of using the radio-electrical public domain, they have to pay an additional annual fee. TELEPHONY CUSTOMER CHARGES. Telephone operators (other than operators with significant market power) are generally free to fix customer charges. However, the Government Commission for Economic Affairs is entitled to prescribe, on a temporary basis, fixed maximum and/or minimum customer charges, or criteria for their establishment, taking into account the actual costs of the services rendered and the degree of competition existing in the markets. This Commission will also establish the customer charges for the services included in universal service and may also impose temporary surcharges above the interconnection rates in order to contribute to the financing of universal service until a national fund for universal service is established. We could be required to contribute to the financing of universal service. A Royal Decree-Law of October 1999 requires the establishment, with effect from August 1, 2000, of a new regulatory framework of maximum prices for the fixed telephony and leased lines services provided by Telefonica based on a model of maximum limits of annual prices (to be established using as a reference the annual changes in the consumer price index). The MINISTERIO DE ECONOMIA will approve the regulations necessary to implement this framework. ACCESS DEFICIT FUNDING. Telefonica has claimed compensation for the amount of its access network investment that it will now be unable to fully amortize, its "access deficit", under the new price structure, and the relevant authority has specifically indicated that it may recognize this claim. Under such circumstances the Government Commission for Economic Affairs may impose temporary surcharges above the interconnection rates to help fund Telefonica's "access deficit". Should it do so, we could be required to help fund this "access deficit". UNIVERSAL AND COMPULSORY SERVICES, AND PUBLIC SERVICE OBLIGATIONS. The General Law on Telecommunications, coupled with the Universal Service Decree, provides that operators with significant market power (and in certain cases, operators without it) may be requested to provide certain universal services and that all operators may be requested to provide compulsory services and to comply with other public service obligations according to the procedures established in the legislation. The Telecommunications Commission may determine that providing universal service imposes a competitive disadvantage on the telephony operators that provide these services, and that the net cost of these services should be allocated among certain operators. The Decree on Universal Service 99 indicates that a national fund for universal service will be created and that the costs will eventually be allocated among certain operators on the basis of gross revenue. FOREIGN INVESTMENT RESTRICTIONS. Under the General Law on Telecommunications, legal entities or natural persons from an EU member state, or from other countries which have signed a relevant international agreement with Spain, may be granted a telecommunications individual license. Participation by non-EU individuals, legal entities domiciled out of the EU or legal entities having an EU domicile which are directly or indirectly controlled by non-EU individuals or by legal entities domiciled out of the EU in the share capital or assets of companies or other legal entities that hold telecommunications individual licenses may not exceed in the aggregate 25%, unless either such investment is permitted by international agreements executed with Spain or by specific authorization in cases where the non-EU state permits Spanish investments exceeding 25% in similar entities domiciled in such non-EU state. Upon request, the Spanish Government may authorize percentages of participation exceeding 25%. Special provisions may apply to foreign investments in entities carrying out telecommunications activities which entail the use of radio-electric public domain. Because Spain ratified the Fourth Protocol of the WTO General Agreement on Trade of Services (the "Telecoms Annex to GATS"), the approval of the Spanish Government is not required for non-Spanish persons or entities domiciled in a country which is a party to the Telecoms Annex to GATS to directly or indirectly control more than 25% of a licensed operator provided that said operator does not undertake telecommunications activities which are outside of the scope of the Telecoms Annex to GATS. Our current shareholders are exempt from the prohibition in the General Law on Telecommunications on foreign participation in licensed companies because the direct and indirect shareholders of FirstMark Comunicaciones Espana, S.L. are domiciled in countries that are parties to the Telecoms Annex to GATS. SWITZERLAND REGULATORY FRAMEWORK. The Telecommunications Act went into effect on January 1, 1998, together with ordinances containing more detailed regulations pertaining to telecommunications services, frequency management, allocation of numbering resources, terminal equipment and license fees. The Telecommunications Act provides for full liberalization of the Swiss telecommunications market as of January 1, 1998, in a manner broadly similar to that adopted by neighboring EU states, although Switzerland is not a member of the EU. WIRELESS LOCAL LOOP. We successfully bid for a national license to provide wireless local loop services and, for this purpose, to use a frequency block of 28 MHz in the 3.5 gigahertz band. We paid the full bidding price, which was $109.7 million, and the license was issued on June 5, 2000. We also successfully bid for four regional wireless local loop licenses, namely for Geneva, Zurich, Basel and Berne, and final licenses are also scheduled to be issued in summer 2000. We have also registered our interest in an additional four regions. At least one applicant has filed two lawsuits challenging certain procedural aspects of the licensing procedures. While the regulator recently stated that these lawsuits have been withdrawn, there can be no assurance that other lawsuits will not be filed in the future, particularly challenging the orders of the regulator granting the licenses to the successful applicants. According to the invitation to tender, the licenses will contain an obligation to commence commercial services with at least one hub within one year of the granting of the license. Failure to meet this or other obligations under the license or the relevant Swiss legislation could result in various administrative sanctions, including the revocation of the license. In addition, Article 10 of the Swiss 100 Federal Statute on Telecommunications provides that any telecommunications license may be amended if prevailing public interest so requires. OTHER LICENSES. As with any fixed network telecommunications service, a license for the provision of DSL services is only required if the provider operates its own installations to a substantial degree. Otherwise (i.e., if the services are substantially provided over a third party network), a mere notification to the Federal Office of Communications, or "OFCOM", is sufficient. A telecommunications provider offering services which do not involve the use of frequency spectrum such as DSL is entitled to obtain a license for such services. If the provider at issue already holds a Swiss telecommunications license, usually no new license will be issued; rather, the existing license will be amended by adding DSL to the list of services contained in the annex to such license. The time required for the granting of a new fixed net service license is usually two to three months; the mere amendment of an existing license may be accomplished within a shorter period of time. A notification of services by a provider without its own substantial network installations is usually registered and confirmed by OFCOM within three to four weeks. It is currently unclear whether network owners are required to offer unbundled access to their copper wires, in particular on the "last mile", which would be necessary for the offering of DSL services by providers other than the network owner. An interconnection complaint against Swisscom AG, the former incumbent dominant operator which still holds a DE FACTO monopoly in the area of last mile connections, regarding this question is currently pending before the Swiss Communications Commission, or ComCom, the principal regulator of the Swiss telecommunications market. ComCom, which already indicated that it favors unbundled access, is expected to issue a decision sometime in 2000; however, such decision will still be subject to appeal to the Federal Court. INTERCONNECTION. The relevant regulatory rules require each telecommunications service provider offering services which are included in the universal service definition, such as the transmission of speech in real time and data transmission at low transfer rates, to offer interconnection to all other providers of telecommunications services. If a provider is considered to be market-dominant, as is still the case with Swisscom, the incumbent dominant operator, that provider has to offer interconnection at cost-based prices. UNITED KINGDOM REGULATORY FRAMEWORK. The Telecommunications Act of 1984, as amended, provides a licensing and regulatory framework for telecommunications activities in the United Kingdom. The Wireless Telegraphy Act of 1949, as amended by the Wireless Telegraphy Act of 1998, provides a licensing and regulatory framework for the installation and operation of radio equipment in the U.K. The Secretary of State for Trade and Industry at the Department of Trade and Industry, or DTI, is responsible for granting licenses under the Telecommunications Act and the Wireless Telegraphy Act. The Director General of the Office of Telecommunications, or OFTEL, is responsible for enforcing the terms of such Telecommunications Act licenses and the Radiocommunications Agency, an executive agency of DTI, is responsible for administration, allocation, and enforcement of the terms of such Wireless Telegraphy Act licenses. The grant of an individual license to operate a telecommunications network to any applicant will be considered by the DTI and OFTEL who will assess whether the applicant has a reasonable business plan and the necessary financial resources and whether there are no other overriding considerations against the grant of a license. Many telecommunications systems are authorized by class licenses, which give general authority to provide such services, subject to meeting the conditions of the license. The operation of a telecommunication system in the United Kingdom requires a license granted under the Telecommunications Act. Under English law, there are two principal types of licenses, 101 individual licenses and class licenses. In order to provide all of our products and services, we must obtain an individual license authorizing the connection of the systems run under the license to systems outside of the U.K. We will apply for the appropriate individual license prior to the launch of our service in the U.K. WIRELESS LOCAL LOOP. The provision of a wireless local loop network in the U.K. requires a license to run a telecommunication system as well as an individual license to install and operate radio equipment. We plan to apply for frequency licenses in the U.K. when the opportunity arises. In July 1999, the United Kingdom government issued a consultation document entitled "Wireless In the Information Age" dealing with the provision of spectrum for broadband fixed wireless access. The document dealt with the two frequencies that appeared to them to offer the greatest opportunities for new services, i.e. 40.5-43.5 gigahertz and 27.5-29.5 gigahertz. As a result of this consultation document, the government announced in January 2000 that it will be making radio spectrum licenses available for broadband fixed wireless services in two releases. We have been informed that the 28 gigahertz license will be released, by auction, in September 2000. This license, because of the limited bandwidth, may be more suitable for small business use. Details of the license package and format are due to be announced shortly. The Radiocommunications Agency has stated that the 40 gigahertz license is likely to be released, at the earliest, in late October or early November 2000. The government will undergo a consultation to decide whether an auction or competitive process is more appropriate to award the license, and indeed when the license should be awarded. They are not certain, due to technical and planning issues involved, whether it is sensible to award this license at this time, and question whether the industry is ready for this frequency to be awarded. Due to the large amount of bandwidth, this license will probably be for residential use. In November 1999, the United Kingdom government issued a consultation document on 3.4 gigahertz fixed wireless access spectrum. The consultation document was issued as a result of the existing holder of the spectrum going into receivership. Since such holder owned both the 3.4 and some 10 gigahertz spectrum, these licenses were returned to the government. A consultation is due on the 10 gigahertz spectrum and this is expected later this summer. The 3.4 gigahertz spectrum is a Ministry of Defense spectrum to which the Radiocommunications Agency (a government body) has negotiated civil access. This spectrum will most likely be awarded by way of a competitive process. It is uncertain when the 10 gigahertz spectrum will be awarded. The Radiocommunications Agency states that the government intends to award both of these licenses by the end of December 2000. The 3.4 gigahertz license is intended to be awarded on a national basis (covering England, Wales and Scotland). The 10 gigahertz license is not envisaged to cover Scotland, although the position may change. Notwithstanding the bandwidth constraints, the government does not intend to restrict the type of service provided within the 3.4 gigahertz spectrum. This will be made more clear when the "explanatory memorandum" is issued, which is expected later this summer. OTHER LICENSES. The type of license required for the use of a fiber network will depend on the nature of the services to be provided and how they are provided. A company which uses fiber capacity leased from a licensed third party to provide telecommunications services may do so under a telecommunications services class license provided that the services are not provided to more than 20 premises. The provision of DSL as a technology would not, in itself, impose any licensing requirements in addition to those that would otherwise apply in relation to the service providers system. Following an industry consultation last year, OFTEL has directed British Telecommunications plc, the incumbent dominant operator, referred to as BT, to permit other operators access to its copper 102 local network for the purpose of providing higher bandwidth services. OFTEL has determined that this access is to be provided by requiring BT to: - introduce DSL technology in the United Kingdom on a phased basis determined at its own discretion and provide other operators with access to DSL services on terms which do not unfairly discriminate between operators; and - make its copper local network available to other operators (at a cost-based price) and allow them to install their own DSL equipment in BT's exchanges so as to provide DSL services to their customers. The first option involves lower investment costs for the operator. Pursuant to the second option, operators need to build out their networks to all the exchanges from which they intend to provide services. This option allows operators to introduce new technologies without having to wait for BT to introduce them; however, it would involve higher investment costs for the operator. BT has already launched a range of wholesale DSL services available to service providers to re-sell (aimed at residential customers and small businesses). As of the end of June 2000, these services are available in Belfast, Edinburgh, Glasgow, Newcastle, Leeds, Manchester, Birmingham, Coventry, Cambridge, Milton Keynes, Cardiff and London. OFTEL has determined that BT must make its copper local network available to other operators and allow them to install their own DSL equipment as soon as is reasonably practicable, but no later than the end of July 2001. OFTEL and the United Kingdom government are encouraging BT to implement unbundling by the end of 2000. The implementation of this involves a number of key stages against which a timetable has evolved as follows: - BT began trials of DSL services with 14 operators in January 2000 - With effect from August 8, 2000, BT's licence was amended to require it to provide access to its local loop and related services - On August 2, 2000, BT released information on the availability of co-location space in its exchanges together with the terms and conditions applicable to co-location, external tie-circuits and other relevant services - Applicants for co-location, external tie-circuits and other relevant services can be submitted to BT from September 1, 2000 - Applications made to BT up to December 2000 are expected to be met by BT by June 2001 at the latest with unbundled loops to be made available by July 2001 INTERCONNECTION. The EU Interconnection Directive (1997) required member states to implement a regulatory regime which requires certain operators to provide interconnection services to other qualifying operators. In the U.K., operators who are deemed by OFTEL to have interconnection status have the right to interconnect to the extent reasonably necessary for the provision of its services with other operators with the same status. Operators with market influence (being a position of strength in a relevant market), including in respect of some services BT, are prohibited from exercising undue discrimination between operators in the provision of interconnection services. As a result, BT generally provides interconnection services under standard terms and conditions. If qualifying operators are unable to reach agreement on the terms of interconnection, the matter may be referred by either party to OFTEL which has the power to determine and impose interconnection conditions, such as interconnection rates. 103 OTHER COUNTRIES We may operate in a number of countries, including Austria, Denmark, Ireland and the Netherlands. WIRELESS LOCAL LOOP. - In Austria, we plan to submit an application for licenses for frequencies and frequency blocks for the operation of wireless local loop networks. The allocation of frequencies and frequency blocks will be determined by auction. - We plan to apply for wireless local loop frequencies in Denmark. Applications for wireless local loop frequencies in Denmark must be submitted before September 2000 and it is expected that licenses will be issued in December 2000. - We intend to apply for a license to operate wireless local loop networks in Ireland when frequencies become available. - A license is required for the acquisition of wireless local loop frequencies in the Netherlands. We expect that an auction for Dutch frequencies will take place in the autumn of 2000. DSL. - In Austria, we received a license for the public offer of leased lines by means of an owner-operated fixed network on December 20, 1999. On July 2, 1999, the Austrian regulatory authority set forth the general terms and conditions for interconnection with Telekom Austria AG, the incumbent dominant operator in Austria. - In Denmark, the provision of public telecommunications services and the operation of fixed public networks does not require a license. - We may apply for a general telecommunications license (to provide telecommunications networks and services, including voice telephony, to the general public) in Ireland. - In the Netherlands, all public services that do not require the use of frequencies, including the installation and provision of public telecommunications networks, may be provided pursuant to registration. We are preparing our registration for DSL, which will be sent to the Dutch regulatory authority. 104 MANAGEMENT DIRECTORS AND EXECUTIVE OFFICERS Our directors, executive officers and other significant employees are set forth below. Officers are appointed by our board of directors and serve at its discretion.
NAME AGE POSITION - ---- -------- ------------------------------------------ Lynn Forester............................. 46 Co-Chairman of the Board of Directors (non-executive) Michael J. Price.......................... 43 Co-Chairman of the Board of Directors (non-executive) Timothy Samples........................... 42 Chief Executive Officer and Director Donal Byrne............................... 34 Chief Marketing Officer Keith Cornell............................. 43 Senior Vice President of Business Development Raj K. De Datta........................... 25 Senior Vice President of Strategic Development Dieter Finke.............................. 46 Executive Vice President; Executive Vice President of LambdaNet and Chief Executive Officer and President of FirstMark Germany Robert Koenig............................. 51 Senior Vice President and Chief Financial Officer Michael Taylor............................ 44 Senior Vice President and General Counsel Victor Bischoff........................... 53 Director Juan Luis Cebrian......................... 55 Director Edward A. Gilhuly......................... 40 Director Alan E. Goldberg.......................... 45 Director Francois Jaclot........................... 50 Director David C. Lee.............................. 34 Director Sir Evelyn de Rothschild.................. 68 Director Lawrence B. Sorrel........................ 41 Director Barry S. Volpert.......................... 40 Director Helmut Werner............................. 63 Director
LYNN FORESTER. Ms. Forester has served as a director of the company or its predecessor since July 1998. She also served as Co-Chief Executive Officer of the company since 1998 until the appointment of Tim Samples as Chief Executive Officer in February 2000. She now acts as Co-Chairman of the board of directors. She has also served as Co-Chief Executive Officer of FirstMark Communications International L.L.C. since June 1998 and as Chief Executive Officer of FirstMark Holdings, Inc. since 1984. Ms. Forester served as Chairman and Chief Executive Officer of TPI Communications International, Inc. from 1989 to December 1994. Ms. Forester served as an Executive Vice President for Development for Metromedia Telecommunications Inc. from 1985 to 1989. Ms. Forester served as an Associate with Simpson, Thacher & Bartlett from 1980 to 1984. In 1993, Ms. Forester was appointed 105 by President Clinton to the U.S. National Information Infrastructure Advisory Council, and in 1994 was elected a Global Leader of Tomorrow by the Davos World Economic Forum. She currently serves as a director of Next Level Communications, Inc. From February 1995 to January 2000, Ms. Forester was a director of General Instrument Corporation and its predecessors, and from March 1997 to July 1999 she was a director of Gulfstream Aerospace Corporation. MICHAEL J. PRICE. Mr. Price has served as a director of the company or its predecessor since July 1998. He also served as Co-Chief Executive Officer of the company until the appointment of Tim Samples as Chief Executive Officer in February 2000. He now acts as Co-Chairman of the board of directors. He has also served as Co-Chief Executive Officer of FirstMark Communications International L.L.C. since June 1998. Mr. Price founded and served as head of the Telecommunication and Technology Group of Lazard Freres from 1987 to 1998. Mr. Price also served on the Banking Committee, the Principal Oversight Committee and the Venture Capital Committee at Lazard. Mr. Price served as an Associate at Morgan Stanley from 1984 to 1987 and as an analyst at Morgan Stanley from 1979 to 1981. Mr. Price was a founding investor in Firefly, Inc. and Avidia Systems, personalization software and ADSL solutions providers. He currently sits on the boards of Amdocs Limited, SpectraSite Communications, Inc., and People PC, Inc. TIMOTHY SAMPLES. Mr. Samples has served as our Chief Executive Officer, President since February 2000 and a director since April 2000. Mr. Samples served as Managing Director of One2One from September 1997 to February 2000. Mr. Samples held the position of Vice President of Domestic Wireless Operations and Investments for US West Media Group (MediaOne) from June 1996. Prior to this, Mr. Samples was Vice President and General Manager of the southwest region of US West NewVector. DONAL BYRNE. Mr. Byrne has served as Chief Marketing Officer since September 1999. Prior to joining FirstMark Communications Europe, Mr. Byrne was Senior Vice President of Corporate Marketing for Fore Systems. Mr. Byrne was the Co-Founder and Vice President of Marketing and Production Management for Berkeley Networks, a start-up company specializing in high speed IP switching from 1996 to 1998. Prior to this, Mr. Bryne worked for Bay Networks as the Chief Architect for the Enterprise Business Unit. KEITH CORNELL. Mr. Cornell has served as Senior Vice President of Business Development since September 1999. Prior to joining FirstMark Communications Europe, Mr. Cornell was Vice President of International Operations for AirTouch Europe. Mr. Cornell served on the board of Europolitan from 1997 to 1998. Mr. Cornell held the position of Managing Director, Corporate Development for AirTouch Communications, where he was responsible for corporate development activities in Europe, India, and in 1997, the AirTouch Band B License Applications in Brazil. RAJ K. DE DATTA. Mr. De Datta has served as Senior Vice President of Strategic Development since April 1998. Prior to joining our company, Mr. De Datta served as an investment banker at Lazard Freres & Co. in the Global Telecommunications and Technology Group. During 1995, Mr. De Datta served as a hardware systems design engineer with AT&T Bell Labs designing mid-sized PBXs. DR. DIETER FINKE. Dr. Finke has served as Executive Vice President of FirstMark, Executive Vice President of LambdaNet and Chief Executive Officer and President of FirstMark Germany. Dr. Finke held the position of Chief Executive Officer of LambdaNet Communications GmbH from its formation in April 1999 to November 1999. Dr. Finke held the position of Managing Director at HanseNet Transportnetz Gesellschaft (HTG), Hamburg from 1998 to 1999. Dr. Finke served as Director of Network Build at o.tel.o Communications from 1997 to 1998. Between 1995 and 1997 Dr. Finke served as Director of Transport Network at o.tel.o. From 1986 to 1995 Dr. Finke served as a Collaborator at Philips Kommunikations Industrie (PKI) from 1986 to 1995. In his last few years at PKI, Dr. Finke served as Director of Product Management where he was responsible for the specification, launching and supply of all PDH and SDH equipment. 106 ROBERT KOENIG. Mr. Koenig has served as Senior Vice President and Chief Financial Officer since April 2000. Prior to joining FirstMark Communications Europe, Mr. Koenig served as Chief Financial Officer of One2One from May 1997 to March 2000 during which time he served on the boards of One2One and Virgin Mobile. Prior to this, Mr. Koenig served as Chief Financial Officer of US WEST NewVector and as Executive Director of US WEST Communications. MICHAEL TAYLOR. Mr. Taylor has served as Senior Vice President and General Counsel since April 1999. Prior to joining FirstMark Communications Europe, Mr. Taylor was Deputy General Counsel for ICO Global Communications, a global satellite mobile service provider. Mr. Taylor had been Director of Legal Affairs in ACC Long Distance Ltd., the first operator to receive an International Simple Resale license in the UK, and he held a high-level post in Mercury Communications, BT's main competitor in Britain. VICTOR BISCHOFF. Mr. Bischoff has served as a director of the company since May 2000. He has served as a member of and the chairman of the World Online supervisory board since September 1999. Mr. Bischoff is a member of the board of directors of the Citco Group and vice-chairman of the board of directors of BB Biotech AG in Schaffhausen. Mr. Bischoff served as vice-president of Citibank N.A. from 1980 to 1986. He was Chief Financial Officer of Sandoz AG in Basel from 1987 to 1993. He is part of the executive board of Sandoz Fondation de Famille. JUAN LUIS CEBRIAN. Mr. Cebrian has served as a director of the company since June 2000. He serves as Chief Executive Officer of Grupo PRISA, Spain's extensive media organization and owner of the country's largest newspaper, El Pais, and largest radio network, SER. In 1996, he received the Medal for Freedom of Speech from the Franklin Delano Roosevelt Four Freedoms Foundation of New York and a Medal of Honor from the University of Missouri. Mr. Cebrian was Chairman of the International Press Institute from May 1986 to May 1988. EDWARD A. GILHULY. Mr. Gilhuly has served as a director of the company since June 2000. He has been an executive of KKR since 1986 and is Managing Director of Kohlberg Kravis Roberts & Co Ltd., KKR's London based affiliate. Mr. Gilhuly is a member of the board of directors of Owens-Illinois, Inc., Layne Christensen Company, Medcath Inc., Wincor Nixdorf GmbH & Co., Tenovis Holding GmbH and Wengen Acquisition PLC. ALAN E. GOLDBERG. Mr. Goldberg has served as a director of the company since June 2000. He serves as Chairman and Chief Executive Officer of Morgan Stanley Dean Witter Private Equity, the private equity business of Morgan Stanley Dean Witter & Co., and its affiliate Morgan Stanley Dean Witter Capital Partners. He has been a Managing Director of Morgan Stanley & Co. Incorporated since January 1988. Mr. Goldberg also serves as a director of Allegiance Telecom Inc., Catalytica, Inc., Equant N.V., Smurfit-Stone Container Corporation and several privately held companies. He was elected vice president in 1984 and in July 1984 participated in the formation of Morgan Stanley's private equity business. Mr. Goldberg joined Morgan Stanley Dean Witter in 1979. FRANCOIS JACLOT. Mr. Jaclot has served as a director of the company since May 2000. He serves as Vice Chairman of the Executive Board of Suez Lyonnaise des Eaux. He has been a member of the Executive Board since 1997. He is Director of Societe Generale de Belgique, GTM, Sita, TPS, M6, Paris Premiere, Coflcem and Suez Industrie. He is chairman of FirstMark Communications France and of Lyonnaise Communications. In 1996, he was Executive Vice President of Compagnie de Suez. From 1994 to 1996, he served as managing partner of Demachy Worms & Compagnie. He was as Executive Vice President of Lafarge Coppee Group from 1987 to 1994, Chief Executive Officer of Lafarge Corporation (North America) from 1988 to 1991 and Executive Vice President and Chief Financial Officer of Lafarge Coppee from 1990 to 1994. During 1982 to 1987, Mr. Jaclot held several positions with Credit National including advisor to senior management and Senior Vice President in charge of the Equity department. Before joining Credit National, Mr. Jaclot served in the French Ministry of Finance acting as an inspector of Finances from 1978 to 1982. 107 DAVID C. LEE. Mr. Lee has served as a director of the company since January 2000. He has been a Managing Director of Sandler Capital Management since 1999. Prior to joining Sandler Capital, he was a Managing Director at Lazard Freres & Co. LLC, where he worked on a range of advisory and financial assignments with a special emphasis in the communications sector. Mr. Lee is a director of Young Broadcasting Inc., Telscape International Inc., Infocrossing, Inc. and Jobline International AB, and several privately held companies. SIR EVELYN DE ROTHSCHILD. Sir Evelyn de Rothschild has served as a director of the company since January 2000. He is a director of NM Rothschild & Sons Limited, of which he has been chairman since July 1976. He is also a director of The Telegraph plc. LAWRENCE B. SORREL. Mr. Sorrel has served as a director of the company since June 2000. He is a General Partner of Welsh, Carson, Anderson & Stowe (WCAS), having joined WCAS in 1998, and is a managing member or general partner of the respective sole general partners of Welsh, Carson, Anderson & Stowe VIII and IX, L.P.s and other associated investment partnerships. Prior to joining WCAS, Mr. Sorrel spent 12 years at Morgan Stanley Dean Witter & Co. where he was a Managing Director and senior executive in its private equity investment business. Mr. Sorrel is Chairman of the board of directors of SpectraSite Holdings, and is a director of Select Medical Corp., Emmis Communications, Westminster Healthcare Ltd., Valor Telecommunications, LLC, Winstar Communications and CFW Communications. BARRY S. VOLPERT. Mr. Volpert has served as a director of the company since June 2000. He is a Managing Director of Goldman Sachs International and is head of the Merchant Banking Division in Europe and head of Principal Investment Area in Asia. The Merchant Banking Division is the firm's exclusive investment vehicle for long-term private equity investments in companies and real estate worldwide. Mr. Volpert is a member of the Investment Committee and Whitehall Real Estate Investment Committee, which oversees all of the firm's corporate and real estate funds. He joined Goldman, Sachs & Co. in 1986 in New York, became a Vice President in 1990 and was elected a General Partner in 1994 and a Managing Director in 1996. He has spent his entire career at Goldman Sachs in the private equity business. In addition to his current responsibilities, he has been responsible for the firm's investments in distressed securities, distressed real estate and mezzanine investments over the past 11 years. He transferred to London in November 1997. Mr. Volpert serves as a director of Elifin S.A., IDB Holdings Corp., Rockefeller Center Properties, Inc., Trillium Investments G.P. Ltd., Westminster Healthcare Ltd. and Wincor-Nixdorf. HELMUT WERNER. Mr. Werner has served as a director of the company since May 2000. He is Chairman of the Supervisory Board of the EXPO 2000 Hannover GmbH. He is also Chairman of the Supervisory Board of mg technologies ag as well as member of the Supervisory Boards of Alcatel (Paris), BASF AG, Ernst & Young Deutsche Allgemeine Treuhand AG WPGes, Gerling-Konzern Versicherungs-Betellungs AG and Aktiebolaget SKF in Sweden. Mr. Werner was appointed Deputy President of Mercedez-Benz AG in 1989 and served as Chairman of the Board of Management from May 1993 to February 1997. He was a member of the Board of Management of Continental Gummi-Werke AG, Hanover from 1979 to 1981 and Chairman of the company from 1982 to 1987. Mr. Werner served on the Board of Management of Daimler-Benz AG from November 1987 to February 1997 and was the European General Product Manager of Uniroyal GmbH from 1970 to 1979. The directors will be grouped into three separate classes. The first group of directors will serve for three years, the second group will serve for four years and the third group will serve for five years. After the initial term, the directors will have terms of three years. The directors set forth above have not yet been allocated to any group. The procedure for nomination and agreements between the existing stockholders on the nominations is described in "Summary of Material Agreements--Stockholders Agreement" and "Description of Share Capital." 108 KEY EMPLOYEES The following are additional key employees of our company: GERMANY: See biography of Dr. Dieter Finke above. FRANCE: THIERRY MILEO. Mr. Mileo has held the position of Chief Executive Officer of FirstMark Communications France since November 1999. Prior to joining FirstMark, Mr. Mileo was Telecommunications Market Manager of ATOS. Previously he joined the Bouygues Group in 1995 where he served as Director of Strategy and External Affairs at Bouygues Telecom. Between 1993 and 1994 he was Adviser to the French Minister of Communications, and from 1992 to 1993 he served as Deputy Director in charge of International and Industrial Affairs in the Post and Telecommunications Ministry. Between 1994 and 1996, Mr. Mileo also chaired the Information Society Committee at the French Prime Minister's Economic Planning Commission. VINCENT TEISSIER. Mr. Teissier has served as Managing Director of LambdaNet Communications France since January 2000. Mr. Teissier held the position of Product Manager and Interconnection Manager at 9 Telecom between 1997 and 1999. From 1995 to 1997, Mr. Teissier held the position of Technical Manager for the Transport Network at o.tel.o. Between 1992 and 1995, Mr. Teissier served as Product Manager for transport networks at Philips Kommunikations Industrie (PKI). SPAIN: JOSE FERNANDEZ LIZARAN. Mr. Fernandez Lizaran has held the position of Managing Director General of FirstMark Communications Spain since July 16, 1999. Between 1996 and 1999, Mr. Fernandez Lizaran served as General Manager of Ericsson Radio in Spain. In 1995, Mr. Fernandez Lizaran founded Informatica y Telecomunicaciones, developing various projects for operators, distributors and manufacturers. Between 1991 and 1995, Mr. Fernandez Lizaran served as General Manager of the Cometa Project. From 1985 Mr. Fernandez Lizaran held the position of Commercial Director of IBM Spain and prior to this he held various positions within IBM Europe. LUIS RODRIGUEZ LESCURE. Mr. Rodriguez Lescure has held the position of Chief Operations Officer of FirstMark Communications Spain since July 16, 1999. Prior to joining FirstMark, Mr. Rodriguez Lescure served as Director of Planning for Retevision Voice and Data Services, responsible for designing and developing Retevision's network, systems, international link up and marketing projects. Between 1998 and 1999, Mr. Rodriguez Lescure took part in a number of telecommunication projects as an independent consultant. LUXEMBOURG: PETER SODERMANS. Mr. Sodermans has served as Managing Director of FirstMark Communications Luxembourg since November 1999. In 1998, Mr. Sodermans founded Direct Telecom, a Luxembourg-based independent voice-traffic telecoms operator. In November 1999, we purchased a controlling interest in Direct Telecom. Between 1995 and 1998, Mr. Sodermans held the position of regional Sales Manager of Swatch Telecom for the Benelux countries. UNITED KINGDOM AND SWITZERLAND: WILLIAM JONES. Mr. Jones has served as Chief Executive Officer of FirstMark UK and interim Chief Executive Officer for FirstMark Switzerland since April 2000. Prior to joining FirstMark, he was Managing Director of MCI International (UK), Director of Western European Operations of Motorola 109 Cellular Infrastructure Group, and had a series of senior management positions with Cable and Wireless plc globally and Plessey plc. Mr. Jones has been a director of telecommunications businesses in 14 countries, and has managed businesses in over 10 countries and on a pan-European basis. ITALY: DARIO CASSINELLI. Mr. Cassinelli has held the position of Managing Director for FirstMark Communications Italia since August 2000. Prior to joining FirstMark Italy, Mr. Cassinelli was a private consultant with various telecommunications and internet technology companies since the second half of 1999. He was Managing Director and General Manager of Compaq Computer, Milan from 1997 until the second half of 1999. Between 1995 and 1997, Mr. Cassinelli served as Regional Managing Director of Cabletion Systems, Milan. COMMITTEES OF THE BOARD Prior to this offering, we will establish an Audit and Risk Management Committee, all of the members of which will be non-employee directors. The committee members will be independent as required under the Nasdaq listing rules. The Audit and Risk Management Committee will be responsible for recommending to our board of directors the engagement of our independent auditors and reviewing with our independent auditors the conduct and results of the audits, our internal accounting controls, audit practices and the professional services furnished by our independent auditors. In addition, we will establish an Executive Committee which will exercise all authority of the board of directors in the day-to-day management of the company between meetings of the board of directors. The board of directors will also delegate to the Executive Committee authority to approve other matters within prescribed limits. We also plan to establish a Compensation Committee. Among other responsibilities, our Compensation Committee will be responsible for the general compensation plans and policies of the company and will review and approve all compensation agreements for senior officers. EXECUTIVE COMPENSATION The table below summarizes information concerning the compensation we paid during the year ended December 31, 1999 to our former Co-Chief Executive Officers, Chief Executive Officer and the four other most highly paid executive officers who earned more than $100,000 during such period. 110 SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION ------------------------------------- AWARDS ALL OTHER OTHER ANNUAL SECURITIES UNDERLYING COMPENSATION NAME AND PRINCIPAL POSITION SALARY ($) BONUS ($) COMPENSATION OPTIONS/SARS (#) ($) - --------------------------- ---------- --------- ------------ ---------------------- ------------ Lynn Forester--former Co- Chief Executive Officer(1)............... -- -- -- -- Michael J. Price--former Co-Chief Executive Officer(1)............... -- -- -- -- Timothy Samples--Chief Executive Officer........ -- -- -- -- Raj K. De Datta--Senior Vice President of Strategic Development(2)........... -- -- -- -- Dieter Finke--Executive Vice President(3)........ 215,578 -- -- -- Michael Taylor--Senior Vice President and General Counsel.................. 124,000 28,170 -- --
- ------------------------ (1) Lynn Forester and Michael J. Price acted as Co-Chief Executive Officers prior to the appointment of Timothy Samples in February 2000. Upon Mr. Samples' appointment, Ms. Forester and Mr. Price remained as co-chairmen of the board of directors but are no longer acting after that date as executive officers of the company. Neither Ms. Forester nor Mr. Price received a salary from the company or any of its subsidiaries. Pursuant to an arrangement between the company and FirstMark Communications International LLC, which is indirectly controlled jointly by Ms. Forester and Mr. Price, FirstMark Communications International provided certain corporate advisory services to the company on a cost plus basis. For 1999, these payments aggregated to $1.86 million. (2) Raj K. De Datta receives a salary from FirstMark Holdings LLC, an indirect stockholder of the company. Mr. De Datta provides services to the company pursuant to the services agreement discussed above in Note 1. In 1999, the company indirectly reimbursed FirstMark Holdings for $163,770, reflecting an allocation of his salary and benefits. (3) $114,130 of the compensation earned by Dieter Finke for 1999 was deferred until 2000. OPTION GRANTS IN FISCAL 1999 The following table sets forth information regarding options to purchase shares granted during the year ended December 31, 1999 to each of the named executive officers, including the potential realizable value over the term of the options, based on assumed, annually compounded rates of share value appreciation. These assumed rates of appreciation comply with the rules of the Securities and Exchange Commission and do not represent our estimate of future share prices. Actual gains, if any, on share option exercises will depend on the future performance of our shares. The 1999 plan authorizes our board of directors to grant options at an exercise price equal to or below the fair market value of 111 our shares on the date of grant. No share appreciation rights were granted to these individuals during the year.
INDIVIDUAL GRANTS POTENTIAL REALIZABLE ------------------------------------------------------ VALUE AT NUMBER PERCENT OF ASSUMED ANNUAL RATES OF OF SECURITIES TOTAL OPTIONS SHARE PRICE APPRECIATION FOR UNDERLYING GRANTED TO EXERCISE OPTION TERM OPTIONS EMPLOYEES PRICE EXPIRATION ----------------------------- NAME GRANTED IN 1999 ($/SHARE) DATE 5% 10% - ---- ------------- ------------- --------- ---------- ------------- ------------- $ $ $ Lynn Forester.................... -- -- -- -- -- -- Michael J. Price................. -- -- -- -- -- -- Timothy Samples.................. -- -- -- -- -- -- Raj K. De Datta.................. -- -- -- -- -- -- Dieter Finke..................... -- -- -- -- -- -- Michael Taylor................... 1.8% 4/19/09 6 11 6.7% 4/19/09 30,250 60,500
AGGREGATE OPTION EXERCISES IN 1999 AND FISCAL YEAR-END OPTION VALUES The table below sets forth information concerning the number and hypothetical value of unexercised in-the-money options held by the named executive officers as of , 2000. This table is presented solely for purposes of complying with the SEC rules and does not necessarily reflect the amounts the optionees will actually receive upon any sale of the shares acquired upon exercise of the options. There was no public market for the shares as of , 2000. The values of the unexercised in-the-money options at , 2000 have been calculated using a price of $ per share, the fair market value of the shares as of , 2000, as determined by the board of directors on the basis of its assessment of our prospects, financial condition and results of operations as of that date, less the aggregate exercise price.
NUMBER OF SECURITIES VALUE OF UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT FISCAL YEAR-END OPTIONS AT FISCAL YEAR-END --------------------------- --------------------------- NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE - ---- ----------- ------------- ----------- ------------- $ $ Lynn Forester.................................. -- -- -- -- Michael J. Price............................... -- -- -- -- Timothy Samples................................ -- -- -- -- Raj K. De Datta................................ -- -- -- -- Dieter Finke................................... -- -- -- -- Michael Taylor................................. 429,333 715,555
THE 1999 STOCK OPTION PLAN The following is a summary description of the 1999 Stock Option Plan. This summary description is qualified in its entirety by the plan. On December 1, 1999, we adopted the 1999 Stock Option Plan. Since this plan was adopted, options over shares of our common stock with a par value of $1.50 have been granted to eligible employees. No new options will be granted under this plan, and any future option grants will be made under a new stock option plan as described below. All of our subsidiaries' directors and employees have been eligible to be granted options at the discretion of the board of directors. In the majority of cases, the vesting terms have provided for options to vest cumulatively over a four year period, with 1/16 of the grant vesting at the end of each 112 three month period over the three year period following the first anniversary of the date the option holder commenced employment with us or one of our subsidiaries. Options will not normally be exercisable until the first to occur of a sale or a public offering. On a sale, accelerated vesting will apply so that options may be exercised in full. Alternatively, option holders may be required to surrender their existing options in consideration of the grant to them of new and equivalent rights over shares in the acquiring company. On a public offering, vesting will continue to be determined according to the original vesting terms. In connection with a public offering, the board of directors may require option holders to enter into lock-up provisions under which, during a defined period, they will be bound not to sell, lend, charge, grant any options for the purchase of or otherwise dispose of the shares acquired on exercise of their options. Exercise in circumstances other than on a sale or a public offering is only permitted at the discretion of the board of directors. The board of directors may require the option holder to enter into repurchase rights in favor of the company if such early exercise is sanctioned. No occasions of early exercise have arisen to date. Options will lapse on the first to occur of the following main events: (a) the tenth anniversary of the date of grant, (b) the interruption or termination of an option holder's period of service, (c) any breach by an option holder of confidentiality and post termination covenants under his/her employment agreement, (d) 30 days after the occurrence of a sale, (e) the bankruptcy of the option holder, (f) death of the option holder, and (g) the date specified by the company in the event of early exercise due to a sale or a public offering. In compliance with the stockholders' agreement, no option may be granted on any date if the aggregate number of shares to be issued upon its exercised, when aggregated with the number of shares then issued and the number of shares capable of being issued, would exceed 23,188 (subject to adjustment for changes in capitalization). On the occurrence of any relevant capital event, including a capitalisation issue, or any sub-division, reduction or consolidation of our issued share capital, options may be adjusted by the board of directors to ensure they retain their original value to the option holder. The board of directors shall administer this plan acting on our behalf, and the board of director's decisions on all disputes shall be final. The board of directors may amend the terms of this plan at any time, provided that except with the approval of the members of the company in general meeting, no amendment to the material advantage of option holders may be made. Also, no amendment may be made which would adversely affect the subsisting rights or option holders unless approved by a 75% majority of them as a class. Option holders will be required to indemnify any group company in respect of any tax or social security liability arising on the exercise of their options, and shall enter into appropriate arrangements for the making of tax withholdings according to the applicable tax laws. 113 THE 2000 STOCK OPTION PLAN On 2000, we adopted the 2000 Stock Option Plan. The 2000 Stock Option Plan provides for the granting of stock options to our or our subsidiaries' employees, officers, consultants and directors. The following is a summary description of the 2000 Stock Option Plan. This summary description is qualified in its entirety by the plan which is filed as an exhibit to this registration statement, of which this prospectus is a part. OVERVIEW The 2000 Stock Option Plan provides eligible individuals with an opportunity to purchase shares of our common stock. The purpose of the plan is to attract and retain the best available personnel and to incentivize them to promote the success of our business. ADMINISTRATION The 2000 Stock Option Plan will be administered by the board of directors of the company or a committee of independent directors appointed by the board. Generally, the board of directors or the committee will: - select those persons to whom options will be granted, and - determine the terms and conditions of options, including the purchase price per share and the vesting provisions. SHARES SUBJECT TO THE 2000 STOCK OPTION PLAN The maximum number of shares available for the granting of options under the 2000 Stock Option Plan is , as adjusted for stock splits and other changes in capitalization (as that term is defined in the 2000 Stock Option Plan). The maximum number of shares that may be granted to each eligible individual in any calendar year is , as adjusted for stock splits and other changes in capitalization. If an option expires, is surrendered pursuant to an option exchange program, or is otherwise terminated without having been exercised in full, the shares allocated to the expired, surrendered or otherwise terminated option may again become available for grant or sale under the 2000 Stock Option Plan. The per share exercise price of any option will be fixed by the board of directors or committee at the time the option is granted. The per share exercise price of any stock option may be less than 100% of the fair market value on the date the option is granted. Each option is exercisable at such dates and in such installments as determined by the board of directors or committee. Each option will be for a term determined by the board of directors or committee, but no longer than 10 years. Options will not be transferable except by will, the laws of descent or distribution, pursuant to a domestic relations order or if the stock option agreement between the company and the relevant option holder provides, to members of the option holder's immediate family, to trusts solely for the benefit of such immediate family member and to partnerships in which such family members and/or trusts are the only partners. The purchase price for shares acquired pursuant to the exercise of an option must be paid in full at the same time as the option is exercised. The purchase price may be paid in cash, or as otherwise specified in the terms of the grant. 114 TERMINATION OF EMPLOYMENT Each stock option agreement will set forth the terms and conditions applicable to the option upon termination of the option holder's employment. In the absence of a specified time in the stock option agreement, all vested options shall remain exercisable for three months following the option holder's termination. If the option holder does not exercise his or her option in the specified time, the option shall terminate. INCOME TAX WITHHOLDING When an option holder recognizes taxable income in connection with the receipt of shares under the 2000 Stock Option Plan, the option holder must pay us an amount equal to any taxes and other amounts as may be required by law to be withheld by us prior to the issuance of shares. If permitted by the terms of the stock option grant in satisfaction of the obligation to pay withholding taxes, the option holder may elect to have withheld a portion of the shares then issuable to him or her having an aggregate fair market value equal to the withholding taxes. ADJUSTMENT UPON CHANGE IN CAPITALIZATION In the event of a change in capitalization, there will be an adjustment to the maximum number and class of shares or other stock or securities with respect to which options may be granted under the 2000 Stock Option Plan to any eligible individual in any calendar year and the number and class of shares or other stock or securities which are subject to outstanding options and the purchase price covered by each outstanding option. MULTIPLE AGREEMENTS The terms of each option may differ from other options granted under the 2000 Stock Option Plan at the same time, or at some other time. The terms of each option granted under the 2000 Stock Option Plan will be set forth in an agreement between the company and the option holder. AMENDMENT AND TERMINATION The 2000 Stock Option Plan terminates on the day preceding the tenth anniversary of its adoption. The board may at any time and from time to time amend, alter, suspend or terminate the plan. However, no such amendment, alteration, suspension or termination may adversely alter any outstanding options without the consent of the option holder. In addition, amendments may require shareholder approval to the extent necessary under applicable law. 115 EMPLOYMENT AGREEMENTS Some of our executive officers have employment contracts with FirstMark Communications Services Europe Limited, our wholly owned subsidiary which is referred to as Services Ltd. in this prospectus. Services Ltd. will assign these executive officers to act in their various capacities with FirstMark as part of the service arrangements between Services Ltd. and FirstMark. TIMOTHY SAMPLES On May 11, 2000, Services Ltd., our wholly owned subsidiary, entered into an employment agreement with Timothy Samples to serve as President and Chief Executive Officer of Services Ltd., which commenced on February 2, 2000. Mr. Samples' agreement continues year to year, provided that Services Ltd. or Mr. Samples may terminate at any time by giving the other party six months' written notice. Pursuant to the agreement, Mr. Samples will receive an annual base salary of L200,000 and an annual bonus targeted to be 100% of Mr. Samples' base salary. The agreement provides that if Services Ltd. terminates Mr. Samples without "cause," or Mr. Samples terminates for "good reason" within three years from May 11, 2000, Services Ltd. will pay Mr. Samples one year's base pay and a bonus equal to the prior year's bonus, or if there is no prior year bonus, an amount equal to 100% of Mr. Samples' base salary. If within two years after a "change in control" Mr. Samples is terminated without "cause" or he terminates for "good reason" Services Ltd. will pay Mr. Samples two years base pay and two years bonus. The bonus component of the severance payment after a change in control will be equal to the greater of the prior year's bonus or Mr. Samples' greatest bonus paid in any of the last three years prior to the year in which the change in control occurs. For purposes of Mr. Samples' employment agreement and stock option agreement, a change in control generally occurs where any person or entity becomes the beneficial owner of equity interests representing more than 50% of the voting power of all outstanding equity securities of FirstMark, FirstMark consummates a merger which results in the stockholders of FirstMark immediately prior to the merger ceasing to own equity interests representing more than 50% of the voting power of all outstanding equity securities of the resulting or surviving entity or its parent entity, or FirstMark sells all or substantially all of its consolidated assets. Pursuant to the agreement, Mr. Samples agreed that for a period of 12 months after termination he would not: - be engaged as a director, officer, employee or consultant in any concern which directly or indirectly, is in competition with any aspects of Services Ltd.'s business in any jurisdiction in which Services Ltd. operates, or intends to operate or apply for a wireless local loop or DSL license, - solicit or entice away any person who is or was, at the date of Mr. Samples' termination, employed by Services Ltd. who is in a senior managerial, technical, supervisory sales or marketing capacity, or - solicit any customer of Services Ltd. to terminate or modify adversely its business relationship with Services Ltd. If Mr. Samples should become ill or incapacitated, subject to providing satisfactory medical evidence, Services Ltd. will continue to pay his salary. If Mr. Samples' absences aggregate to 16 weeks in any 52 consecutive weeks, Services Ltd. may terminate his employment by written notice within 28 days of the end of the 16 weeks and will pay Mr. Samples a sum equal to one year's salary from the date of termination reduced by the amount of any statutory sick pay payable to him. 116 On May 11, 2000, FirstMark entered into a stock option agreement with Mr. Samples for services rendered to us granting Mr. Samples: - options to purchase 1,136 shares of common stock at an exercise price of $4,401 per share, - options to purchase 1,136 shares of common stock at an exercise price of $8,803 per share, - options to purchase 1,136 shares of common stock at an exercise price of $26,408 per share, and - options to purchase 1,136 shares of common stock at an exercise price of $44,014 per share. 20% of these stock options vest on February 2, 2001, and a further 20% vest on that date in each subsequent year until 2005, provided Mr. Samples remains employed by Services Ltd. In the event Services Ltd. terminates Mr. Samples without "cause" or Mr. Samples terminates for good reason: - on or before two years from February 2, 2000, an additional 40% of the aggregate number of options originally granted will become vested, - after two years, but prior to four years from February 2, 2000, 80% of the aggregate number of options originally granted will be vested, or - on or after four years from February 2, 2000, 100% of the aggregate number of options originally granted will be vested. An option is only exercisable on: - the occurrence of, or with our consent, immediately prior to the occurrence of a change in control, in which event vesting of the right to exercise the option will be accelerated so it can be exercised in full, and - the occurrence of an initial public offering, in which event vesting of the right to exercise the option will continue according to the original vesting schedule. If an acquiring company obtains effective majority voting control of FirstMark, all or a portion of the options will be surrendered by Mr. Samples in consideration of the grant to him of new options. The terms of the new options issued will reflect the terms set forth in the agreement. A change in control will not affect the rights of Mr. Samples to exercise options, and any new options obtained will immediately and fully vest. The options lapse and cease to be exercisable on the first of the following events to occur: - the 10th anniversary of the date of the grant, - 90 days after the termination of Mr. Samples' employment with Services Ltd. other than for "cause" or good reason, or by reason of his death or disability, or two years after termination in the case of a termination for "good reason" following a change in control or termination other than for "cause" after a change in control, - the termination of Mr. Samples' employment with Services Ltd., by Services Ltd. for "cause" or by Mr. Samples without "good reason", - the date specified by FirstMark in the event of the early exercise of the option, or - one year after the termination of employment with Services Ltd. by reason of the death or disability of Mr. Samples. On May 11, 2000, we loaned Mr. Samples $1,000,000 with the principal balance to be paid in five annual payments in the amount of $200,000, with the first installment payment due and payable on February 2, 2001, and each of the next four installment payments due and payable on each succeeding February 2. The promissory note does not bear interest. All amounts are due and payable immediately 117 in the event that Mr. Samples is terminated by Services Ltd. for cause or terminates his employment other than for "good reason," or, subject to "forgiveness," one year after termination of employment for any other reason. If Mr. Samples continues to be President and Chief Executive Officer of Services Ltd., we will forgive the installment payment due and payable and treat the forgiveness as compensation to Mr. Samples. Upon a change in control, we will forgive any remaining installment payments and treat the forgiveness as compensation to Mr. Samples. ROBERT KOENIG On April 1, 2000, Services Ltd. entered into an employment agreement with Mr. Koenig to serve as Chief Financial Officer of Services Ltd. The agreement continues year to year, or until Mr. Koenig reaches 60 years of age, provided, that Services Ltd. or Mr. Koenig may terminate at any time by giving the other party twelve months' written notice. Pursuant to the agreement, Mr. Koenig will receive an annual base salary of L150,000, and is eligible for a bonus of up to 50% of his salary. On April 1, 2000, Mr. Koenig received options to purchase 615 shares of common stock at a subscription price of $5,000 per share. The grant and exercise of the stock options is subject to, and governed by, the 1999 stock option plan. The stock options will vest in equal 1/16 amounts every three months over a period of four years from the date of the agreement. Mr. Koenig has also agreed to a 12 month non-compete and non-solicitation with Services Ltd. and associated companies. He has also agreed to a confidentiality clause which prohibits him from disclosing confidential business information without our permission. This restriction lasts for an indefinite period after termination of employment. On April 1, 2000, we loaned $500,000 to Mr. Koenig with the principal balance to be paid in five annual payments in the amount of $100,000, with the first installment payment due and payable on April 1, 2001, and each of the next four installment payments due and payable on each succeeding April 1. All amounts are due and payable immediately in the event that Mr. Koenig is terminated by Services Ltd. for "cause" or terminates his employment other than for "good reason", or, subject to "forgiveness," one year after termination of employment for any other reason. If Mr. Koenig continues to be Chief Financial Officer of Services Ltd., we will forgive the installment payment due and payable and treat the forgiveness as compensation to Mr. Koenig. The promissory note will bear interest at a rate per annum equal to 6% compounded annually. MICHAEL TAYLOR On April 19, 1999, FirstMark entered into an employment agreement with Michael Taylor to serve as Vice President and General Counsel. This agreement was assigned to Services Ltd. The agreement continues year to year, provided that Services Ltd. or Mr. Taylor may terminate at any time by giving the other party three months' written notice. Pursuant to the agreement, Mr. Taylor received an annual base salary of L110,000 and annualized bonus of L25,000 for 1999 pro rated from April 19, 1999 to December 31, 1999. After December 31, 1999 he will receive an annual salary of L131,000 and no bonus. Mr. Taylor received an option to subscribe for 75 shares of our common stock at a subscription price per share of $1.50, and 275 shares of Class A common stock at a subscription price per share of $2,200. The option is exercisable in accordance with the terms of the stock option plan. The stock options will vest in equal 1/16 amounts every three months over a period of four years from April 19, 2000. 118 Mr. Taylor is subject to a 12 month non-compete provision which prohibits him from working for a competitor company and a non-solicitation provision which prohibits him from hiring any of our customers or our employees for a period of 12 months. He has also agreed to a confidentiality clause which prohibits him from disclosing confidential business information without our permission. This restriction lasts for an indefinite period after termination of employment. KEITH CORNELL On September 27, 1999, Services Ltd. entered into an employment agreement with Mr. Cornell to serve as Senior Vice President of Business Development of Services Ltd. Mr. Cornell's employment will continue for a fixed period of 24 months from September 27, 1999 and, thereafter may terminate at any time by giving the other party 12 months' written notice. Mr. Cornell's employment may be terminated by the company for gross misconduct or upon payment in full of all amounts payable to Mr. Cornell for the lifetime of the agreement. Pursuant to the agreement, Mr. Cornell will receive an annual base salary of [EURO]200,000. Mr. Cornell is entitled to receive a reimbursement of relocation cost of up to L20,000. Mr. Cornell received an option to subscribe for 150 shares of our Class A common stock at a subscription price of $1.50 per share, and options to subscribe for 650 shares of Class A common stock at $2,200 per share. The option is exercisable in accordance with the terms of the 1999 stock option plan. The first stock options will vest in equal 1/8 amounts every three months over a two-year period from September 27, 1999, and the grant of second set of stock options will vest in equal 1/16 amounts every three months over a period of four years from September 27, 1999. Mr. Cornell is subject to a 12 month non-compete provision which prohibits him from working for a competitor company and a non-solicitation provision which prohibits him from hiring any of our suppliers, customers or our employees for a period of 12 months. He has also agreed to a confidentiality clause which prohibits him from disclosing confidential business information without our permission. This restriction lasts for an indefinite period after termination of employment. The agreement terminates upon Mr. Cornell reaching 60 years of age. DONAL BYRNE On September 13, 1999, FirstMark entered into an employment agreement with Mr. Byrne to serve as Senior Vice President of Marketing and Strategy. Mr. Byrne will receive an annual base salary of [EURO]200,000. Mr. Byrne received an option to subscribe for 400 shares of our Class A common stock at a subscription price of $1.50 per share, and options to subscribe for 650 shares of Class A common stock at a subscription price of $2,200 per share. The grant of stock options are subject to, and governed by the stock option plan. The first set of stock options will vest in equal 1/8 amounts every three months over a period of two years from September 13, 1999, and the second set of stock options will vest in equal 1/16 amounts every three months over a period of four years from September 13, 1999. Within one year from September 13, 1999, at our discretion, Mr. Byrne will be considered for a further grant to purchase 500 shares of common stock at the then current market value. Mr. Byrne is subject to a non-compete provision which restricts his ability to work for a competitor company in a senior position for a specified time. During the first year of Mr. Byrne's employment, the non-compete lasts for 12 months following termination and decreases as he is employed with us for longer periods. This non-compete clause does not apply if there has been a change in control or if Mr. Byrne's employment was terminated without cause. Mr. Byrne is also subject to a non-solicitation provision which prohibits him from hiring any of our suppliers, customers or our employees. This 119 restriction lasts for the same period as the non-compete provision. Mr. Byrne has also agreed to a confidentiality clause which prohibits him from disclosing confidential business information without our permission. This restriction lasts for an indefinite period after termination of employment. RAJ K. DE DATTA On June 29, 1999 and effective as of June 29, 1998, FirstMark Holdings L.L.C. entered into an employment agreement with Mr. De Datta to serve as Senior Vice President of Strategic Development for the period commencing on June 29, 1998 and ending on April 1, 2002. Pursuant to the agreement, Mr. De Datta will receive an annual base salary of $200,000. Mr. De Datta is subject to a non-compete agreement which prohibits him from working for a competitor company, either as an employee or consultant, or engaging in any business which competes in our field for a period of two years after he is no longer employed with us. Mr. De Datta is also subject to a non-solicitation provision which prohibits him from hiring or otherwise interfering with any of our employees for the same period as the non-compete provision. Mr. De Datta has also agreed to a confidentiality clause which prohibits him from disclosing confidential business information without our permission. This restriction lasts for an indefinite period after termination of employment. Under the services agreement, FirstMark Communications International also agreed that for so long as he is employed by FirstMark Communications International or any of its affiliates, FirstMark Communications International will make Mr. De Datta available to serve as an executive of the company. Mr. De Datta's annual salary and bonus is included in the expenses taken into account for purposes of payments to FirstMark Communications International under the services agreement. DR. DIETER FINKE On April 30, 1999, FirstMark entered into a Managing Director Agreement with Dr. Dieter Finke to provide services to LambdaNet, formerly known as CCG Carriers' Carrier Gesellschaft mbH. Dr. Finke's employment term is for five years and may be terminated by either party earlier with the notice period provided by law. Pursuant to the agreement, Dr. Finke serves as chief managing director and will receive an annual fixed gross income of [EURO]200,000, with a minimum annual increase of 5% per year, and an annual variable bonus of up to DM 60,000 pro rata payable by March 1 of the year after the end of the year to which it relates. In addition, Dr. Finke will be provided with a car. Dr. Finke is entitled to participate in any other employee benefit programs maintained for similarly situated employees. Dr. Finke is obligated to comply with the confidentiality agreement and to keep confidential all business matters and business secrets. The agreement terminates upon Dr. Finke reaching 65 years of age. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Prior to the establishment of the Compensation Committee, compensation decisions were made by the board of directors, including Ms. Forester and Mr. Price, executive officers of FirstMark. After its establishment, the Compensation Committee will generally be responsible for executive compensation decisions. No executive officer of FirstMark will serve as a director or member of the Compensation Committee of any other entity whose executive officers serve as a director or member of our Compensation Committee. COMPENSATION OF DIRECTORS We will reimburse members of the board for their reasonable out-of-pocket expenses incurred in connection with attending board meetings. In addition, we maintain directors' and officers' liability insurance. Members of the board of directors may receive grants of stock options, but do not receive any cash compensation for serving as directors. 120 CERTAIN RELATIONSHIPS From time to time, our employees provide services to companies that are affiliated companies and employees of affiliated companies provide services to us. We receive compensation from and pay compensation to these companies, as applicable, based on an allocation of that employee's costs. For 1998 and 1999 these amounts were de minimus. Prior to April 1, 2000, we reimbursed FirstMark Communications International, one of our largest shareholders, for services provided to us on a cost plus basis. For 1999, these payments aggregated $1.86 million. On June 15, 2000, we entered into a services agreement with FirstMark Communications International LLC, an indirect stockholder of the company, that governs services provided by Lynn Forester and Michael J. Price, our co-chairmen of the board of directors, Raj K. De Datta, one of our executive officers, and other individuals to us from April 1, 2000. Ms. Forester and Mr. Price control FirstMark Communications International. FirstMark Communications International provides certain corporate advisory services to the company and receives a monthly fee of $750,000, which is intended to compensate FirstMark Communications International for expenses fairly and reasonably incurred on behalf of us and our subsidiaries plus a profit margin consistent with margins charged within the FirstMark group for intercompany services (expected to be approximately 7.5%). On or prior to April 1 of each year, there will be an annual review of the actual expenses of FirstMark Communications International and an adjustment will be made to determine whether the payments received by FirstMark Communications International for the preceding 12-month period were greater or less than the actual costs incurred by FirstMark Communications International that are allocable to services to us and our subsidiaries, plus the appropriate margin. The agreement terminates on March 31, 2003 but will be automatically extended each year for an additional year if written notice is not given by either party 90 days before the end of the term. FirstMark Communications International currently pays each of Ms. Forester and Mr. Price an annual salary of $500,000, which is included in the expenses taken into account for purposes of payments to FirstMark Communications International under the services agreement. Under the services agreement, we indemnify FirstMark Communications International and its officers, directors, employees and agents in connection with actions or proceedings arising out of the agreement. Ms. Forester and Mr. Price receive no other salary or remuneration from us. Ms. Forester and Mr. Price have each entered into non-competition agreements with us. Under the agreements, until the second anniversary of either of them no longer being an affiliate or an executive officer of an affiliate to the company, each of them has agreed directly or indirectly, not to engage in any business that competes with any business or line of business of any member of our affiliated group in Europe or interfere with or otherwise disrupt the relationship between us and any vendor, supplier or client; provided, however, that this shall not prohibit either of them from merely owning (x) up to 5% of the equity securities of one or more publicly traded companies, (y) up to 10% of the equity securities of one or more privately-held companies, or (z) any equity securities received upon the merger, consolidation or sale of the company (or our successor) or any entity through which either of them directly or indirectly holds an equity interest in the company (or our successor) or any disposition of equity securities of any of the foregoing entities, in each case to the extent that such merger, consolidation, sale or other disposition is permitted under the stockholders agreement. Moreover, during this period, neither of Ms. Forester or Mr. Price may hire directly or indirectly any person who, to their knowledge, was an officer of the company or our subsidiaries (or of FirstMark Holdings if such officer has performed substantial services for us) within 180 days prior to the time such officer was hired by either Ms. Forester or Mr. Price. On March 31, 2000, we entered into an agreement with FirstMark Communications Latin America L.L.C. for the provision of certain advisory services in connection with the development of our respective telecommunications businesses in Europe and Latin America. FirstMark Holdings LLC, an 121 indirect shareholder of ours, holds a controlling interest in FirstMark Latin America. Under the agreement, each of us has agreed to provide: - services related to the implementation of technical, scientific and engineering systems, - financial, legal, administrative, marketing and regulatory support services, and - advisory services based on our respective relationships with customers, suppliers, consultants and regulatory bodies. All requests for services are subject to the prior approval of a committee of the board of directors of the company requested to provide such services. Neither of us is required to provide any services where this committee determines it is contrary to the best interests of the relevant company. We and FirstMark Latin America will invoice each other for the fair market value of these services. The agreement will terminate after five years unless terminated by for cause or in the event of a change in control of either company. From time to time we have borrowed from our stockholders to finance our operations. As of March 31, 2000, the outstanding amount under these loans totaled $2,581,587. In May 2000, we issued 466 shares of Series F convertible preferred stock to FirstMark Communications International L.L.C., one of our largest stockholders, in cancellation of $2,330,000 in loans held by FirstMark Communications International. We and FirstMark Communications International anticipate entering into an agreement under which FirstMark Communications International will acknowledge our right to the trademark "FirstMark" and other related trademarks in Europe and we will acknowledge their right to these trademarks outside of Europe. 122 SUMMARY OF MATERIAL AGREEMENTS STOCKHOLDERS AGREEMENT The following summarizes the stockholders agreement among most of our existing stockholders which is being amended prior to this offering. VETO RIGHTS. Under the stockholders agreement, the stockholders that are party to the stockholders agreement have agreed that a majority of the shares held among the group of investors referred to in this section as lead investors and consisting of Welsh, Carson, Anderson & Stowe, Kohlberg Kravis Roberts & Co., Morgan Stanley Dean Witter Capital Partners, Goldman Sachs, ABN AMRO, and a group of French investors, including Suez Lyonnaise Des Eaux, S.A., Montaigne Participations et Gestion, S.A., Francarep, S.A., BNP Europe Telecom and Media Fund II L.P. and Natio Vie Developpement 3, FCPR must provide their written consent before the following actions may take place (1) the consolidation, merger or acquisition of control of FirstMark, any sale of all or substantially all of our assets and any liquidation or dissolution of FirstMark, and (2) any submission or application by us to obtain or acquire a material license, other than the existing application in France, involving more than $20 million in build out requirements, license fees or performance bond obligations in any individual case, or more than $100 million in the aggregate. The right to approve transactions in paragraph (1) above expires on the earlier of May 30, 2004 or the first date the lead investors have realized aggregate net cash proceeds in respect of their shares equal to the price paid for such shares. The right to approve transactions in paragraph (2) above expires on the earlier of the second anniversary of the consummation of this offering or the date on which we have raised an aggregate of $500 million in net aggregate proceeds of long term high yield debt and/or equity capital, including the proceeds of this offering. TAG ALONG RIGHTS. If FirstMark Communications International L.L.C., FirstMark Communications International II L.L.C. and FirstMark Holdings L.L.C. or any of their permitted transferees (the "FirstMark Stockholders") proposes to sell, transfer or otherwise dispose any of our shares in a private, off-market transaction to a nonaffiliate, then the other stockholders who are parties to the stockholders' agreement have a right to participate in this transaction on a proportional basis. If any of the lead investors or their permitted transferees propose to sell, transfer or dispose any of our securities held by it in a private, off-market transaction to a nonaffiliate, the other lead investors will have the right to participate in this transaction on a proportional basis. After the lead investors have realized net cash (or equivalent) proceeds from the transfer of equity securities, other than to permitted transferees, equal to at least 50 percent of the purchase price of equity securities purchased from us (approximately $207.9 million), if any of the lead investors proposes to sell, transfer or otherwise dispose of any of our securities in a private, off-market transaction to a nonaffiliate, then FirstMark Communications International and its affiliates will have the right to participate in this transaction on a proportional basis. RESTRICTIONS ON TRANSFER. Subject to certain exceptions, until the second anniversary of the date of the consummation of this offering, none of FirstMark, FirstMark Holdings, the FirstMark Stockholders, Lynn Forester, Michael J. Price or any of their permitted transferees may - sell, transfer or otherwise dispose, directly or indirectly, any of our shares, - directly or indirectly effect the sale of FirstMark Holdings, FirstMark Communications International or any other entity through which Ms. Forester, Mr. Price or their permitted transferees indirectly or directly own an equity interest of FirstMark, 123 - directly or indirectly authorize or effect a disposal of all or substantially all of the assets of FirstMark Holdings, FirstMark Communications International or any other entity through which Ms. Forester, Mr. Price or their permitted transferees indirectly or directly own an equity interest of FirstMark, - voluntarily liquidate, dissolve or wind up its affairs, or - effect a public offering of securities of FirstMark Holdings, FirstMark Communications International or any other entity through which Ms. Forester, Mr. Price or their permitted transferees indirectly or directly own an equity interest of FirstMark. If Lynn Forester, Michael J. Price, their permitted transferees or any entity through which Ms. Forester or Mr. Price beneficially own any of our equity securities receives a cash or noncash dividend with respect to direct or indirect equity interests of FirstMark held by such individuals or entities as a result of a merger, consolidation, recapitalization, sale of equity interests other than in connection with certain financings, sale of assets, extraordinary dividend, redemption, repurchase of equity interests or similar transaction, then Ms. Forester and Mr. Price will offer to the lead investors the opportunity to participate in this transaction on the same economic terms as Ms. Forester, Mr. Price or their relevant affiliate in proportion to their equity interest in FirstMark. BOARD NOMINEES. The stockholders who are party to the stockholders agreement have agreed with the company that the company will nominate persons designated by the stockholders for election as directors. These nominees would then be up for election at the general stockholders' meeting together with any other nominees. These stockholders have agreed that the FirstMark Shareholders will designate six nominees. Each of Welsh, Carson, Anderson & Stowe, Kohlberg Kravis Roberts, Morgan Stanley Dean Witter Capital Partners, Goldman Sachs, Sandler Capital Partners, World Online and the French investors will designate one nominee to the board of directors. This agreement is subject to specific ownership thresholds being maintained by these stockholders. ADDITIONAL INVESTMENTS. We have agreed to provide the lead investors with the opportunity to purchase shares of our common stock in a private placement at the time of this offering at this offering price. Lead investors that participate will be entitled to purchase in aggregate an amount not to exceed 20 percent of the number of shares offered in this offering plus the number of shares in the private placement. REGISTRATION RIGHTS AGREEMENT We have agreed to register the shares of the stockholders who are a party to the stockholders agreement with the Securities and Exchange Commission upon written request, subject to certain restrictions and limitations. In addition, upon the written request of any of these shareholders, we have agreed to include their shares in future registration statements with respect to offerings of our securities unless the inclusion of such shares would affect the marketability of the offering in the opinion of the managing underwriter. In connection with these registration statements, we have agreed to indemnify the selling stockholders for certain losses other than those losses arising out of information provided by such stockholders. JOINT VENTURE AGREEMENTS PARTNERS AGREEMENT DATED NOVEMBER 18, 1999 BETWEEN THE PARTNERS OF FIRSTMARK COMUNICACIONES ESPANA, S.L. ("FIRSTMARK SPAIN") We formed a joint venture, FirstMark Spain, to construct, deploy, market and operate a telecommunications local-loop access system in Spain. FirstMark Spain was awarded licenses to conduct wireless local loop services on April 18, 2000. We currently hold a 35% ownership interest in FirstMark Spain. The other partners hold the following ownership interests: 124 - Promotora de Informaciones ("Prisa") owns 17.5%, - Inmobiliaria Aztlan ("Telmex") owns 17.5%, - Informatica El Corte Ingles ("Corte Ingles") owns 12.02%, - Omega Capital owns 5%, - Diario de Burgos owns 1.49%, - Caja de Ahorros de Salamanca y Soria (Grupo Duero) owns 3.99%, - Caja de Ahorros y Monte de Piedad de Zaragoza, Aragon y Rioja (Ibercaja) owns 2.5%, - Caja de Ahorros Provincial San Fernando de Sevilla y Jerez owns 2.5%, and - Monte de Piedad y Caja de Ahorros de Huelva y Sevilla owns 2.5%. The partners agreement sets forth the following principal provisions which govern the relationship among the parties. CAPITAL CONTRIBUTIONS. To the extent the joint venture is financed through capital contributions, the partners have agreed to contribute such capital pro rata to their respective ownership interest in FirstMark Spain. Failure of any partner to contribute any required additional capital shall result in the pro rata dilution of the shares held by such partner. PREEMPTIVE RIGHTS. Each of the partners has a preferential subscription right to purchase new shares issued by FirstMark Spain to maintain its proportionate interest. This right may be waived for certain issuances, including in connection with a public offering of FirstMark or FirstMark Spain. GOVERNANCE. There are twelve members on the board of directors. FirstMark has the right to elect four directors so long as we hold at least 5% of the shares. A majority of the directors present or represented shall constitute a quorum at all meetings of the board of directors. Resolutions affecting FirstMark Spain are adopted by a majority vote of the partners present or represented and/or by approval of a majority of the board of directors. Some resolutions, however, require the approval of FirstMark, Prisa, Telmex and Corte Ingles, and the directors elected by each of them, so long as each of these partners hold at least 5% of the share capital of FirstMark Spain. In addition, some resolutions, such as a waiver of the preferential subscription right, an increase in capital stock of FirstMark Spain, the transfer of stock to an affiliate or a distribution of dividends, require the vote of at least 70% of the voting capital and/or the approval of 66% of the directors. These resolutions include the waiver of preferential subscription rights, increase of FirstMark Spain's share capital or distribution of dividends. EXCHANGE RIGHTS. The partners have a right to exchange their interests in FirstMark Spain for shares of our common stock in connection with this offering, in connection with a sale of 50% of our outstanding common stock or after November 18, 2004. The number of shares of our common stock issuable upon the exchange is set forth in a formula based on the progress of FirstMark Spain relative to our overall progress. Based on discussions with these partners, we do not expect that our partners will elect to exchange their interests in connection with an initial public offering completed in 2000. TRANSFER RESTRICTIONS. Transfers of interests in FirstMark Spain are subject to restrictions, including: - no transfers within one year from the date of awarding our licenses; - no transfers within two to four years from the date of awarding our licenses without consent of the relevant Spanish authorities, except for transfers to other partners which do not exceed 15% of FirstMark Spain's capital; and - transfers to third parties are subject to the prior offer of such shares to FirstMark and to the other partners upon FirstMark's refusal. 125 SHAREHOLDERS AGREEMENT DATED JANUARY 21, 2000 BETWEEN THE SHAREHOLDERS OF FIRSTMARK COMMUNICATIONS FRANCE SAS ("FIRSTMARK FRANCE") We have formed a subsidiary, FirstMark France, which was thereafter converted into a joint venture, to construct, deploy, market and operate a telecommunications local-loop access system in France. We hold a 34% ownership interest in FirstMark France. The other shareholders hold the following ownership interests: - Suez Lyonnaise des Eaux owns 18%, - Groupe Arnault owns 18%, - Rallye owns 10%, - Ponthieu Ventures owns 10%, and - Banque Pour L'Expansion Industrielle, BNP Europe Telecom and Media Fund II L.P., and Natio Vie Developpement, FCPR collectively own 10%. The shareholders agreement sets forth the following principal provisions which govern the relationship among shareholders. CAPITAL CONTRIBUTIONS. To the extent the joint venture is financed through capital contributions, the shareholders have agreed to contribute such capital pro rata to their respective ownership interest in FirstMark France, not to exceed [EURO] 250 million on an aggregate basis. If a shareholder fails to contribute its share of required capital contributions, the other shareholders may acquire all or any portion of the shares of such shareholder. The shareholders may decide to increase the capital contributions required to an amount over and above [EURO] 250 million with the objection or abstention of no more than one member of the board of directors. Failure of any shareholder to contribute additional capital contributions over [EURO] 250 million shall result in the pro rata dilution of the shares held by this shareholder. PREEMPTIVE RIGHTS. Each of the shareholders has a preferential subscription right to purchase new shares issued by FirstMark France to maintain its proportionate interest. This right is waivable for issuances such as for new shareholders. GOVERNANCE. There are eleven members on the board of directors. FirstMark has the right to elect four directors so long as it owns more than 20% but no greater than 34% of the shares. The number of directors FirstMark may elect will decrease if our ownership interest falls below 20% and increase if our ownership interest rises above 34%. Two-thirds of the directors present or represented shall constitute a quorum at all board meetings. Resolutions affecting FirstMark France are adopted by a majority vote of the directors present or represented. Resolutions of the meeting of shareholders which by law require a qualified majority, however, shall be adopted by a proposal of the directors with the objection or abstention of a maximum of two members of the board of directors. In addition, some resolutions may not be approved unless passed by the objection or abstention of a maximum of two, or one, director(s), as specified in the shareholders agreement, including the incurrence of debt by FirstMark France greater than [EURO]10 million or the termination or modification of any license or technical agreement where FirstMark France is a party. 126 TRANSFER RESTRICTIONS. The shareholders may not transfer any of their shares or interests in FirstMark France prior to FirstMark France's obtaining a license. Transfers after receiving a license are subject to restrictions, including: - no transfers within thirty months from the date of awarding of the earliest license; - no transfers within five years from the date of awarding of the earliest licenses, except for transfers to other shareholders that do not exceed 50% of the transferring shareholder's initial participation in the share capital of FirstMark France and which do not exceed 5% of FirstMark France's capital; - transfers to third parties are subject to the prior offer of such shares to FirstMark and to the other shareholders upon FirstMark's refusal; and - transfers by FirstMark to any third parties are subject to a tag-along provision giving other shareholders the right to offer a proportionate amount of their shares in such transfer. VOLUNTARY CONVERSION. Upon notice by FirstMark to the shareholders of the execution of an agreement for the sale of any shares of FirstMark which would result in the failure of the current shareholders of FirstMark to continue directly or indirectly to control FirstMark, the shareholders have the option to exchange all of their shares in FirstMark France for a number of shares of common equity securities of FirstMark, based on the fair market value of FirstMark and FirstMark France at the date of the exercise of the option to exchange the shares. In a sale pursuant to the foregoing provision, a shareholder who exchanged their shares in FirstMark France for shares of FirstMark shall have a tag-along right on the same financial terms as us in respect of all their FirstMark shares. If FirstMark does give notice of the execution of an agreement for the sale of its shares (including in connection with this offering), within five years of the granting of the earliest award of any of the licenses, each shareholder shall have the option to exchange all of their shares in FirstMark France for shares of FirstMark or require that FirstMark purchase all of their shares of FirstMark France. The shareholders must give FirstMark thirty days written notice of its election to either convert its shares or require repurchase of the shares by FirstMark. The FirstMark France shares may be exchanged or repurchased based on the fair market value of FirstMark and FirstMark France at the date of the exercise of the option to either exchange or require repurchase of the shares. ADDITIONAL AGREEMENT. The FirstMark France shareholders have entered into an agreement with Lynn Forester and Michael J. Price, the controlling shareholders of FirstMark, whereby Ms. Forester and Mr. Price agreed to refrain from taking certain actions with respect to FirstMark prior to FirstMark commencing, or making provisions for, the exchange, or repurchase by FirstMark, of the shares held by the FirstMark France shareholders. These restrictions include: - the sale of FirstMark; - distributions to the common shareholders of FirstMark; - transfer of Ms. Forester's or Mr. Price's interests in FirstMark; and - restrictions on the ability of Ms. Forester or Mr. Price to engage in, or associate with, businesses providing services similar to the services provided by FirstMark. SHAREHOLDERS AGREEMENT DATED MARCH 9, 2000 BETWEEN THE SHAREHOLDERS OF TELEWEB, COMUNICACOES INTERACTIVAS ("TELEWEB") We have entered into a shareholders agreement with Finantel. In connection with this agreement we, together with the other shareholders, plan to construct, deploy, market and operate a telecommunications local loop access system in Portugal. We hold a 35% ownership interest in Teleweb, the company formed to own and operate this business. The other shareholders hold the following ownership interests: Finantel owns 55%, Banco de Investimento Global ("BIG") owns 5% and IPE 127 Capital owns 5%. As of March 9, 2000 the shareholders owe Finantel an aggregate amount of PTE 868,938,837 for their respective shares of Teleweb. Each shareholder owes the following individual amounts: FirstMark owes PTE 675,841,317; BIG owes PTE 96,548,760 and IPE Capital owes PTE 96,548,760. These amounts are due on the earlier of (1) December 31, 2001, (2) the date of conversion of the shares of Teleweb into shares of FirstMark or shares of Finantel or (3) an initial public offering of FirstMark, in accordance with the shareholders agreement. The shareholders agreement sets forth the following principal provisions which govern the relationship among shareholders. CAPITAL CONTRIBUTIONS. Finantel and FirstMark have agreed to contribute their proportionate share of any capital contributions required for the business of Teleweb up to the aggregate amount of [EURO] 5 million. Failure of Finantel or FirstMark to contribute any required additional capital will result in the pro rata dilution of their shares. GOVERNANCE. There are seven members on the board of directors. Finantel has the right to elect four directors, FirstMark has the right to elect two directors and BIG and IPE Capital together have the right to elect one director. A majority of the directors present or represented shall constitute a quorum at all meetings of the board of directors. Resolutions affecting Teleweb are adopted by a majority vote of the directors present or represented. However, some resolutions relating to the business of Teleweb require the approval of four-fifths of the directors present or represented. Certain decisions of the shareholders taken at a general meeting shall be subject to a vote of three-fourths of the shareholders, including the annual approval of Teleweb's business plan and the incurrence of any debt not provided for in the business plan greater than [EURO]4 million or 20% of the costs of Teleweb. In addition, decisions regarding the merger, spin-off, transformation or dissolution of Teleweb, or certain amendments to Teleweb's bylaws, require the vote of all the shareholders. TRANSFER RESTRICTIONS. The Teleweb shares are subject to transfer restrictions, including: - no transfers shall be made until the amounts due to Finantel have been fully paid; - transfers to third parties are subject to the prior offer of such shares to the other shareholders; and - any transfer by FirstMark or Finantel representing 5% or more of the share capital of Teleweb shall be subject to the right of BIG and IPE Capital to offer a proportionate number of their respective shares in such transfer. SHAREHOLDERS AGREEMENT DATED MARCH 25, 1999 BETWEEN THE SHAREHOLDERS OF FIRSTMARK COMMUNICATIONS BELGIUM SPRL ("FIRSTMARK BELGIUM") We have formed a joint venture to deploy, market and operate a telecommunications local loop access system in Belgium. We hold a 50% ownership interest in FirstMark Belgium. We share control of FirstMark Belgium with Codenet. The shareholders agreement sets forth the following provisions which govern the relationship between FirstMark and Codenet. CAPITAL CONTRIBUTIONS. FirstMark Belgium's capital is expected to be increased to the following levels: (1) BEF 562,300,000 by December 31, 2000; (2) BEF 955,700,000 by December 31, 2001; (3) BEF 1,157,400,000 by December 2002; and (4) BEF 1,242,000,000 by December 31, 2003. To the extent the joint venture is financed through capital contributions, FirstMark and Codenet agree to contribute such capital in proportion to their respective ownership percentage in FirstMark Belgium. Failure of FirstMark or Codenet to contribute any required additional capital shall result in the pro rata dilution of their shares accordingly. 128 CORPORATE GOVERNANCE. There are six members on the board of directors. FirstMark and Codenet each have the right to elect three directors. Four directors shall constitute a quorum at all meetings of the board of directors. Resolutions affecting FirstMark Belgium are adopted by a majority vote of the directors present or represented. All major decisions require the approval of the directors and the joint signature of at least one director elected by each of the shareholders. Major decisions include equity investments in other entities, disposition of the assets of FirstMark Belgium, and the incurrence of indebtedness in excess of amounts approved by the board of directors. TRANSFER RESTRICTIONS. The FirstMark Belgium shares are subject to transfer restrictions, including: - no transfers within one year of the shareholders agreement, except with the prior consent of the other shareholder; - transfers to third parties are subject to the prior offer of such shares to the other shareholder; and - transfers by a shareholder to any third parties are subject to the right of the other shareholder to offer a proportionate amount of their shares in such transfer. SHAREHOLDERS AGREEMENT DATED NOVEMBER 19, 1998 BETWEEN THE SHAREHOLDERS OF FIRSTMARK COMMUNICATIONS LUXEMBOURG SARL ("FIRSTMARK LUXEMBOURG") Pursuant to the shareholder's agreement entered into on November 19, 1998 with Audiocom, we granted Audiocom the option to exchange its shares of FirstMark Luxembourg for shares of FirstMark, prior to an initial public offering of common equity securities of FirstMark. Audiocom has elected to exercise the option to exchange its shares. Pursuant to a letter agreement dated June 26, 2000, we agreed to issue 541 shares of FirstMark to Audiocom in exchange for its shares in FirstMark Luxembourg. The number of FirstMark shares issued to Audiocom shall be adjusted for any stock split, stock combination, stock dividend or other recapitalization. In addition, the number of FirstMark shares issued to Audiocom shall also be adjusted in the event the actual revenues of FirstMark Luxembourg for the year ended December 31, 2001 exceeds, or is less than, the forecasted revenues for the year ended December 21, 2001 in the business plan for FirstMark Luxembourg. SHAREHOLDERS AGREEMENTS BETWEEN THE SHAREHOLDERS OF FIRSTMARK COMMUNICATIONS LIMITED ("FIRSTMARK UK") We formed a majority owned subsidiary, FirstMark UK, to design, deploy, market and operate a telecommunications local-loop access system in the United Kingdom. We entered into shareholder agreements with each of Shield Holdings (Guernsey) Limited ("Shield"), Hollinger-Telegraph New Media Limited ("Telegraph") and Providence Investment Company Limited ("Providence"). We hold a 79% ownership interest in FirstMark UK. The other shareholders hold the following ownership interests: - Shield owns 10%, - Telegraph owns 10%, and - Providence owns 1%. The shareholders agreements set forth the following principal provisions which govern the relationship among shareholders. CAPITAL CONTRIBUTIONS. To the extent FirstMark UK is financed through capital contributions, the shareholders have agreed to contribute such capital, through the subscription of additional shares of 129 the same class of shares held by them, proportionate to their respective ownership percentage in FirstMark UK. Failure of any shareholder to contribute any required additional capital shall result in the pro rata dilution of the number of shares held by such shareholder. PREEMPTIVE RIGHTS. Each of the shareholders has a preferential subscription right to purchase new shares issued by FirstMark UK to maintain its proportionate interest. This right may be waived for certain types of issuance. GOVERNANCE. There are six members on the board of directors. FirstMark has the right to elect four of the six directors. Three directors shall constitute a quorum at all meetings of the board of directors which shall include at least one director elected by FirstMark and two directors elected by any shareholder who either holds at least 5% of the issued equity shares or has invested $5 million in FirstMark UK or FirstMark. Resolutions affecting FirstMark UK are adopted by a majority vote of the directors present or represented. However, whenever a shareholder owns 5% or more of the share capital in FirstMark UK, or has invested $5 million in FirstMark UK or FirstMark, the consent of the director appointed by such shareholder is required on some matters relating to the business of FirstMark UK, including any material change in FirstMark UK's business plan or any issuance of stock, except for an employee compensation plan. In addition, the shareholders may adopt resolutions by a majority vote of the shares entitled to vote at the meeting of the shareholders. TRANSFER RESTRICTIONS. The shares held by FirstMark may be sold and transferred to any party without restrictions. However, once FirstMark UK has been issued a license, if FirstMark transfers up to 50% of its shares, FirstMark shall offer the other shareholders the right to sell a proportionate number of their shares in connection with such transfer. If after FirstMark UK has been issued a license, FirstMark transfers 51% or more of its shares, the other shareholders shall have the right to transfer all of their shares as part of such transfer. The shares held by the other shareholders are subject to restrictions, including: - transfers to third parties are subject to the prior offer of such shares to FirstMark; and - if FirstMark transfers all of its shares to a third party, the other shareholders may be required to sell all of their shares to the third party. 130 OTHER MATERIAL AGREEMENTS THE [EURO]480 MILLION SYNDICATED CREDIT FACILITY Principal terms of the senior secured credit facility dated May 31, 2000 between FirstMark Communications Deutschland Holdings GmbH ("FirstMark Germany Holdings") as borrower, FirstMark Communications Deutschland GmbH ("FirstMark Germany") as guarantor, Deutsche Bank AG as arranger and fronting bank, Deutsche Bank Luxembourg S.A. as facility agent and security agent and the banks named therein as lenders are described below. The funding under this credit facility is subject to a number of conditions, and we cannot assure you that these conditions will be satisfied. THE CREDIT FACILITY The credit facility is a senior secured credit facility that will provide loans in an aggregate principal amount of up to [EURO]480,000,000. The facility is structured in four tranches. Tranche A is sub-divided into three sub-tranches: Tranche A1 is a [EURO]75,000,000 term loan, Tranche A2 is a [EURO]25,000,000 term loan and Tranche A3 is a [EURO]35,000,000 term loan. Each sub-tranche under Tranche A is available from the date on which the conditions precedent in the agreement have been satisfied or waived until May 31, 2002. Tranche B is a [EURO]85,000,000 term loan which, subject to the Tranche A facility having become available, is available from the date on which the annualized revenue of the relevant companies is equal to at least [EURO]40,000,000 until the earlier of the date falling two years after such date and May 31, 2004. Tranche C is a [EURO]195,000,000 term loan which, subject to the Tranche A facility having become available, is available until the earlier of the date falling 18 months after the date on which Tranche A becomes available and May 31, 2005. Tranche D is a [EURO]65,000,000 revolving working capital facility which includes a [EURO]25,000,000 guarantee facility. Both advances and guarantees under Tranche D are issued by Deutsche Bank as fronting bank. Tranche D is available until the day on which the last repayment of Tranche B and the last repayment of Tranche C is required to be made under the credit facility. USE OF CREDIT FACILITY PROCEEDS Each of Tranche A1 and Tranche A2 are to be used to finance the payment of invoices under a contract between Siemens AG and FirstMark Germany for the supply of equipment, software and services in Germany by Siemens. Tranche A3 is to be used to finance the payments under a core network contract to be entered into between FirstMark Germany and Nortel Networks plc. Tranche B is to be used for funding capital expenditures of FirstMark Germany in Germany. Tranche C is to be used for the prepayment of Tranche A and (up to a specified maximum amount) for funding capital expenditures of FirstMark Germany in Germany. Tranche D is to be used to meet the working capital and guarantee requirements of FirstMark Germany Holdings. AVAILABILITY TESTS The Tranche A facility will only become available once certain specified conditions precedent have been satisfied. Tranches B, C and D of the credit facility will only become available once Tranche A has become available. 131 In addition, the availability of Tranches B, C and D is limited as follows: Amounts under the Tranche B facility will become available by reference to an annualized revenue test. At the time of advance of any amount under Tranche B, in relation to the three month period to which the most recently delivered financial statements relate, the maximum amount of the Tranche B facility available for drawing is equal to 75% of the annualised revenue for that period. The maximum amount of the Tranche C facility and the Tranche D facility available for drawing at any time is equal to the amount by which the annualized EBITDA of FirstMark Germany Holdings and its subsidiaries on that date multiplied by five exceeds total indebtedness of FirstMark Germany Holdings and its subsidiaries after deducting the amount outstanding under Tranche A. Until the Tranche A loan has been prepaid in full using the proceeds of Tranche C, no more than [EURO]5,000,000 may be drawn under the Tranche C facility during any calendar month in order to fund capital expenditures. INTEREST RATES Borrowings under the credit facility will bear interest at a rate per annum equal to EURIBOR plus the applicable margin and mandatory costs. The applicable margin will initially be: (a) 2.87% for Tranche A1; (b) 5.4% for Tranche A2; and (c) 3.5% for Tranche A3. In respect of Tranches B, C and D, the margin will depend on the ratio of senior debt to annualized EBITDA of FirstMark Germany Holdings and its subsidiaries but will range between 3.5% (when the ratio is greater than 5:1) and 1.25% (when the ratio is less than 2:1). The default rate under the credit facility is 2% above the otherwise applicable rate. PREPAYMENTS, REPAYMENT, CANCELLATION Borrowings and commitments under the credit facility will be subject to a mandatory prepayment every six months (commencing after the first repayment date in respect of Tranche B and Tranche C) comprising: (a) an amount equal to 50% of excess cash flow for the previous two quarters; (b) certain insurance proceeds; and (c) 100% of the net proceeds of the disposal of material assets but only to the extent such proceeds are not reinvested within six months. These mandatory prepayments are applied pro rata across the facilities and reduce each loan and the relevant commitments in reverse chronological order. In addition, one month after each financial quarter the borrower is required to prepay any amounts which were drawn down under Tranche A and used to fund VAT on any invoices under the Siemens contract and the Nortel contract. The amount prepaid in this case is used to reduce the relevant Tranche A facility. Voluntary prepayment of the loans is permitted in whole or in part (subject to minimum amounts) pro rata across the facilities and will reduce each loan and the relevant commitments in reverse chronological order, save that FirstMark Germany Holdings may request that any prepayment be applied first to prepay all or part of an advance under Tranche D. 132 If it has not been repaid earlier from the proceeds of Tranche C, the Tranche A loan is to be repaid in a bullet payment on May 31, 2004. The amortization schedule for Tranche B and Tranche C commences on the last day of the third quarter after the end of the Tranche C availability period and ends five years later. Each of Tranche B and Tranche C is to be repaid in ten equal semi-annual instalments. The working capital facility will be repaid in one payment (and all guarantees issued under Tranche D cancelled) on the day on which the last repayment of Tranche B and the last repayment of Tranche C is required to be made under the credit facility. FirstMark Germany Holdings may cancel the whole or any part of any facility at any time (subject to minimum amounts) provided that it can satisfy the lenders that FirstMark Germany will be able to pay all outstanding and future invoices under any supply contracts. GUARANTEES FirstMark Germany guarantees the obligations of FirstMark Germany Holdings under the credit facility. In return for the payment of a fee by FirstMark Germany Holdings, Siemens AG will guarantee the payment obligations of FirstMark Germany Holdings under Tranche A1 and Nortel will guarantee the payment obligations of FirstMark Germany Holdings under Tranche A3. SECURITY The obligations of FirstMark Germany Holdings under the credit facility will be secured by: (a) a pledge over the entire issued share capital of FirstMark Germany Holdings; (b) a pledge over the entire issued share capital of FirstMark Germany; and (c) an assignment of all receivables of FirstMark Germany and FirstMark Germany Holdings (which receivables will be paid into bank accounts pledged in favor of the security agent). The lenders are entitled to require FirstMark Germany and/or FirstMark Germany Holdings to grant fixed security over any asset whose value exceeds [EURO]1,000,000. CONDITIONS The first drawing under the credit facility is subject to satisfaction of conditions precedent, including: (a) conditions customary for financings of this nature; (b) (in respect of Tranches A1 and A2 only), execution of the Siemens contract and the Siemens guarantee; (c) (in respect of Tranche A3 only), execution of the Nortel contract and the Nortel guarantee; (d) satisfactory insurance policies in place; (e) lenders satisfied with the business plan of the relevant companies; (f) evidence of the release of existing security over the shares in FirstMark Germany; and (g) execution of security documents and approval by the lenders of various project documents including the service level agreement between FirstMark Germany Holdings and FirstMark Germany, interconnection agreements with Deutsche Telekom and MCI Worldcom and the bandwidth lease agreement with Deutsche Telekom. 133 Subsequent drawings are subject to satisfaction of conditions precedent customary for financings of this nature. As of the date of this prospectus, FirstMark Germany has not drawn any amounts under this credit facility. REPRESENTATIONS AND WARRANTIES The credit facility contains representations and warranties customarily found in credit agreements for similar financings. FINANCIAL COVENANTS The credit facility contains financial covenants requiring compliance with a senior debt leverage ratio and various other tests at successive three-monthly intervals as follows: (a) ratio of senior debt to annualized EBITDA (from December 31, 2003); (b) ratio of EBITDA to interest expense (from December 31, 2003); (c) ratio of EBITDA to debt service (from June 30, 2005); (d) minimum annualized revenue (from March 31, 2001); and (e) minimum annualized EBITDA (from March 31, 2001). Each of the tests set out above is varied each subsequent quarter as set out in the credit facility. OTHER COVENANTS The credit facility includes other covenants customarily found in similar financings, including: (a) no encumbrances other than permitted encumbrances as described below; (b) no indebtedness other than permitted indebtedness as described below; (c) no distributions other than permitted distributions as described below; (d) not to carry on any business other than the "Business" as defined in the facility; and (e) all inter-company debt subordinated. PERMITTED ENCUMBRANCES Neither FirstMark Germany Holdings nor any of its subsidiaries may create or permit to subsist any encumbrance other than: (a) encumbrances created under the credit facility documents or Siemens contract; (b) encumbrances which arise by operation of law and in the normal course of trading; (c) retention of title arrangements under supply contracts; (d) other encumbrances where the amount secured by such encumbrance does not exceed [EURO]50,000 or the aggregate amount secured by all such encumbrances does not exceed [EURO]500,000; and (e) rights of set-off agreed by FirstMark Germany Holdings or any of its subsidiaries with their bankers in the ordinary course of business. 134 PERMITTED INDEBTEDNESS Neither FirstMark Germany Holdings nor any of its subsidiaries shall incur any indebtedness other than: (a) under any credit facility document or the project documents set out in the agreement; (b) subordinated debt (including shareholder debt); (c) with the consent of the lenders; and (d) indebtedness incurred in the normal course of business provided that the aggregate amount of such indebtedness does not exceed the greater of [EURO]500,000 or 2% of the aggregate amount drawn and outstanding under the facilities. PERMITTED DISTRIBUTIONS No relevant company shall pay any dividends to FirstMark or any payments of interest or principal on subordinated debt other than (a) on or after the date of each bi-annual mandatory prepayment under the credit facility provided that the amount paid does not exceed 50% of excess cash flow for the immediately preceding six month period or (b) with the consent of the lenders. EVENTS OF DEFAULT The credit facility includes standard events of default including, subject to certain exceptions and thresholds, non-compliance with any of the following by FirstMark Germany Holdings and, where appropriate, the guarantors: (a) default in the payment of principal and interest; (b) cross-default in payment of other indebtedness; (c) incorrect representations and warranties; (d) default in the observance or performance of any of the covenants included in the credit facility documentation; (e) certain events of bankruptcy or insolvency; (f) the failure of the credit facility documents or any provision of the documents, the guarantees, security documents or any related documents to be in full force and effect; (g) breach or termination or repudiation of any material contract; (h) material adverse effect as defined in the facility; (i) material adverse change in the business of FirstMark Germany Holdings and its subsidiaries taken as a whole; (j) cessation of business by the borrower group; and (k) change of control of FirstMark Germany Holdings or any of its subsidiaries, including FirstMark Germany. FEES AND EXPENSES The borrower is to pay commitment fees in an amount equal to 0.75% per annum on the undrawn portion of Tranches B, C and D during their respective availability periods. Additionally, the borrower is to pay various fees and costs in connection with the credit facility, including an up-front fee and an agency fee. 135 THE [EURO]56 MILLION BANK CREDIT FACILITY Principal terms of the senior secured credit facility dated January 21, 2000 between LambdaNet and Bayerische Hypo-und Vereinsbank Aktiengesellschaft, Dresdner Bank AG, and Kreditanstalt fur Wiederaufbau are described below. The funding under this credit facility is subject to a number of conditions, and we cannot assure you that these conditions will be satisfied. THE CREDIT FACILITY. The credit facility is a senior secured credit facility that will provide loans in an aggregate principal amount of up to [EURO]56 million. The facility is structured in two tranches. Tranche A is a [EURO]10 million revolving loan that will run until November 30, 2006. Tranche B is a [EURO]46 million term loan that will run until December 31, 2001. USE OF CREDIT FACILITY PROCEEDS. The proceeds of the credit facility may be used for the purpose of financing investments by LambdaNet and its corresponding expenditure, including to meet working capital requirements. Tranche A shall be used for intermediate financing and working capital. Tranche B shall be used to finance LambdaNet's initial network architecture and for purchasing components from Nortel DASA pursuant to a supply agreement with Nortel DASA and for extended investments in accordance with LambdaNet's current business plan, if necessary. AVAILABILITY TESTS. Up to [EURO]6 million shall be available under Tranche A as long as the amount available under Tranche B is below [EURO]40 million. As soon as the amount available under Tranche B reaches or exceeds [EURO]40 million, the amount available under Tranche A increases to [EURO]10 million. Once LambdaNet has concluded qualified purchasing agreements (as defined in the credit facility) with an aggregate value of at least [EURO]7,500,000, up to [EURO]40,000,000 will be made available under Tranche B. Once LambdaNet has concluded qualified purchasing agreements with an aggregate vaue of at least [EURO]20,000,000, an additional [EURO]6,000,000 will be made available under Tranche B. INTEREST RATES. Borrowings under the credit facility will bear interest at a rate per annum equal to EURIBOR plus the applicable margin and mandatory costs. The applicable margin will depend on the senior debt to annualized EBITDA ratio but will range between 3.75% (when such ratio is greater than 6:1) and 1.75% (when such ratio is less than 2.5:1). The default rate under the credit facility is 1.5% above the otherwise applicable rate. REPAYMENT. The repayment structure for the loan consists of ten semi-annual installments calculated according to annual repayment percentages beginning at 10% for 2002 and increasing to 27.5% by 2006. LambdaNet has the option to repay Tranche B partially or in total at the end of each interest period. Tranche A must be fully repaid at the end of year 2006. Borrowings and commitments under Tranche B will be subject to a mandatory prepayment at the end of each interest period of at least: (a) 50% of excess cash flow, and (b) 100% of the income from an investment or sale of any asset which exceeds [EURO]500,000 but only to the extent such proceeds are not reinvested within three months. These mandatory prepayments reduce Tranche B and the relevant commitments in inverse order of maturity. GUARANTY. Nortel DASA will guarantee the payment obligations of LambdaNet under Tranche B to an amount up to [EURO]23.8 million, which is the value of the supplies and services purchased under the supply agreement. 136 SECURITY. The obligations of LambdaNet under the credit facility will be secured by: (a) an assignment of all present and future claims from insurance policies, project contracts permits, purchase contracts and patents, (b) a transfer of all plant and machinery unencumbered by the rights of third parties, (c) a pledge of the shares of LambdaNet, (d) the guarantee from Nortel DASA, and (e) the subordination by GasLINE of any claims arising out of the GasLINE Loan Agreement. CONDITIONS. The credit facility is subject to satisfaction of conditions precedent, including: (a) the maintenance by LambdaNet of satisfactory insurance policies, (b) the satisfaction of the lenders with the business plan of LambdaNet, and (c) compliance by LambdaNet with each of the financial covenants specified in the credit facility. REPRESENTATIONS AND WARRANTIES. The credit facility contains representations and warranties customarily found in credit agreements for similar financings. FINANCIAL COVENANTS. The credit facility contains financial covenants requiring compliance with various ratios in respect of successive three-month periods as follows: (a) accumulated turnover, (b) minimum annualized EBITDA, (c) ratio of senior debt to annualized EBITDA (from June 30, 2001), and (d) debt service coverage ratio, (e) minimum interest coverage ratio, and (f) ratio of senior debt to equity. PERMITTED DISTRIBUTIONS. LambdaNet shall do everything in its legal power not to effect any profit distributions or other payments to its shareholders or under subordinated loans until June 30, 2003 (with the exception of the GasLINE agreement). Following such date, profit distributions or payments from excess cash flow shall be permitted provided that the ratio of senior debt to annualized EBITDA falls below 2:1 for at least six consecutive months and does not rise above this level again after the corresponding profit distributions or payments. EVENTS OF DEFAULT. The credit facility includes standard events of default, including: (a) default in the payment of principal and interest, (b) cross-default in the payment of other indebtedness, (c) breach of warranties or representations, (d) default in the observance or performance of any of the covenants included in the credit facility, (e) certain events of bankruptcy or insolvency, (f) repudiation of the guarantee, the security documents or any related documents, (g) breach, termination or repudiation of any essential project agreement, and (h) material adverse changes in the financial situation of LambdaNet. 137 FEES AND EXPENSES. LambdaNet is required to pay commitment fees in an amount equal to 0.875% per annum on the undrawn portions of Tranche A and Tranche B during their respective availability periods. Additionally, LambdaNet is required to pay various fees and costs in connection with the credit facility, including an up-front fee, an underwriting fee and a structuring fee. SPANISH BOND Principal terms of the Spanish Bond by and among us, FirstMark Spain, and a group of Spanish financial institutions, including Caja de Ahorros Provincial San Fernando de Sevilla y Jerez ("Caja San Fernando"), Monte de Piedad y Caja de Ahorros de Huelva y Sevilla ("El Monte"), Caja de Ahorros de Salamanca y Soria ("Caja Duero"), Caja de Ahorros y Monte de Piedad de Zaragoza Aragon y Rioja ("Ibercaja"), Sociedad Espanola de Banca de Negocios, S.A., ("EBN Bank"), Caja de Ahorros del Mediterranneo ("CAM"), Caja de Ahorros y Monte de Piedad de Baleares ("Sa Nostra"), and Montes de Piedad y Caja de Ahorros de Ronda, Cadiz, Almeria, Malaga y Antequera ("Unicaja", and together with Caja San Fernando, El Monte, Caja Duero, Ibercaja, EBN Bank, CAM and Sa Nostra, referred to as the guarantor entities), Inmobiliaria Aztlan Sociedad Anonima de Capital Variable ("Inmobiliaria"), Promotora de Informaciones, S.A. ("Promotora"), Informatica del Corte Ingles, S.A. ("Informatica"), Omega Capital, S.L. ("Omega"), Caja Duero, Ibercaja, Caja San Fernando, El Monte, and Diario de Burgos, S.A. ("Diario", and together with FMCE, Inmobiliaria, Promotora, Informatica, Omega, Caja Duero, Ibercaja, Caja San Fernando and El Monte, referred to as the warrantors) and Fonsagrada, S.L. ("Fonsagrada"), dated as of April 7, 2000, are described below. THE GUARANTEES. The guarantor entities have agreed to guarantee the obligations of FirstMark Spain to the Spanish Ministry of Public Works with respect to its C-2 individual license in an aggregate amount of ptas 30,621,500,000, ([EURO]184,038,921.54), through the delivery and deposit of 51 endorsements to the Spanish Ministry of Public Works. The purpose of the endorsements is to guarantee the obligations assumed by FirstMark Spain in relation to the grant of its C2 individual license. The individual licenses were awarded for the establishment and use of fixed public radio access in the 3.4 to 3.6 gigahertz waveband. THE WARRANTIES. Each of the equity owners of FirstMark Spain jointly guarantees to the guarantor entities all of the obligations contained under the surety bond under the same terms and conditions and time periods agreed. Each of the equity owners is liable only for its proportionate percentage of any obligation under the surety bond and for specified maximum amounts. Our maximum obligation is ptas 10,717,525,000 and our percentage is 35%. PAYMENT AND INTEREST. If the guarantor entities make a payment of their obligations under the surety bonds, FirstMark Spain shall be bound to pay to the guarantor entities the total amount paid by such guarantor with any accrued interest and expenses. Outstanding amounts bear interest at the three-month variable EURIBOR rate plus 2.5%. RELEASE OF SURETY BOND. The guarantor entities are entitled to demand that FirstMark Spain release their surety bond, within a period of 15 working days after receiving notification, provided that one of the following circumstances has taken place: - the breach of any obligation assumed by FirstMark Spain or the other warrantors in the contract; - the termination, suspension, voiding, expropriation, expiration, or resolution of the award of the C2 license granted to FirstMark Spain; - any information provided by FirstMark Spain or the other warrantors is found to be inaccurate or false; 138 - any filing for the suspension of payments, discharge or stay of debt or bankruptcy of FirstMark Spain or any of the warrantors (or, if bankruptcy proceedings are initiated by a third party, where a judge has declared such bankruptcy); and - any of the circumstances referred to in section 1843 of the Spanish Civil Code. If upon such request FirstMark Spain fails to release the guarantor entities from the surety bond, it must deposit with the guarantor entities, in cash or shares, an amount equal to the entire outstanding guarantee. FirstMark Spain must also pledge the cash or shares deposited in favor of the guarantor entities, guaranteeing any obligations arising from such guarantees. In the event that FirstMark Spain fails to deposit the amounts required, the warrantors must do so. COMMISSIONS. The guarantor entities shall receive the following commissions from FirstMark Spain: - a commission of 0.25% on ptas 30,621,500,000; - a quarterly risk commission of 0.125% that accrues daily, commencing on the day of the issuing of the first endorsement, on the total amount that is secured; - a management fee of 0.15% on ptas 30,621,500,000; and - an agency commission of ptas 1,000,000 each year, or part thereof, while the endorsements are in force. GASLINE DARK FIBER LEASE AND LOAN AGREEMENT LambdaNet entered into a contract with GasLINE GmbH & Co. KG on July 14, 1999 pursuant to which GasLINE agreed to provide LambdaNet with dark fiber capacity by leasing to us four fiber lines in its existing fiber network with the option to lease a further eight lines before the end of 2001. GasLINE has also agreed to allow LambdaNet to use its premises along the routes of the fiber lines to store communications equipment. LambdaNet is required (subject to the loan agreement with GasLINE described below) to pay GasLINE DM 5,250,000 per year for the use of the four fiber lines initially provided and will be required to pay a further DM 1,700,000 per year for the use of the additional eight optional lines. In addition, LambdaNet also pays an annual administration charge of DM 850,000, to be increased to DM 900,000 if it exercises its option for the use of the additional eight optional lines, and DM 15,000 for the use of GasLINE's facilities along the routes of the fiber line. The term of the GasLINE fiber lease is 10 years, which may be extended for an additional eight years if LambdaNet provides written notice at least 12 months prior to the end of the term. GasLINE has granted LambdaNet the right to use its premises along the routes of the fiber lines for five years, and this may be extended for a further five years if the agreement has not been terminated by written notice at least 12 months prior to the end of the term. In connection with the GasLINE fiber lease, we entered into a loan agreement for a term of ten years on July 14, 1999. The loan agreement provides that GasLINE will loan LambdaNet a total of DM 41 million in 10 annual installments of DM 4.1 million, which are offset against the payments to be made by LambdaNet under the GasLINE fiber lease. The loan bears interest at a rate of 9 percent. per annum and matures on September 30, 2010. If the loan agreement is terminated, GasLINE has the right to terminate the fiber lease within 6 months. The loan agreement may be terminated for cause, including the non-payment of interest. Under the loan agreement, GasLINE has the right to convert the whole of the loan into shares of LambdaNet if LambdaNet is converted into a German stock corporation or if there is a direct or 139 indirect change of control of LambdaNet. GasLINE may exercise the right of conversion on or after the earlier of July 14, 2003, the date that LambdaNet's shares are listed or the date that there is a change of control. If any direct or indirect parent of LambdaNet goes public in Europe, GasLINE has the right to convert the loan amount in shares of the parent company at the issue price. We believe that the loan may be convertible into our common stock in connection with this offering. LOUIS DREYFUS COMMUNICATIONS DARK FIBER LEASE LambdaNet Communications S.A.S., a subsidiary of LambdaNet, entered into a contract with Louis Dreyfus Communications S.A. on April 26, 2000 pursuant to which Louis Dreyfus Communications agreed to lease us two pairs of dark fiber lines and to provide us with lease space for our equipment along the 4,800 kilometer fiber optic network that it is developing in France. Under this contract, Louis Dreyfus Communications has committed to providing us sections of the dark fiber lines on a schedule of dates. If any section of the dark fiber lines is not available three weeks beyond the scheduled date, we are entitled to receive penalties. If a section is delayed more than 12 weeks, we can terminate the contract. The contract term is the earlier of 20 years from the date on which the last section of dark fiber line is commissioned or until the last section of dark fiber line ceases to be in service. The contract may be terminated if the fiber deteriorates below agreed-upon specifications. For the first 10 years of the contract, Louis Dreyfus Communications has agreed to repair and replace the dark fiber lines at their expense. Thereafter, we will be required to pay a fee for any repairs or replacement carried out by Louis Dreyfus Communications. The term for the leased space is also 20 years, but it terminates earlier if the fiber lease contract is terminated. In a separate agreement, we have agreed to provide financial support to LambdaNet Communications' obligations under this fiber lease contract. NORTEL DASA BACKBONE NETWORK EQUIPMENT CONTRACT On September 21, 1999 LambdaNet entered into a contract with Nortel DASA Network Systems GmbH & Co. KG, a joint venture between Nortel Networks and DASA GmbH, pursuant to which Nortel DASA agreed to supply and install and maintain SDH and DWDM transmission technology for use in our fiber optic backbone network in Germany. Under this contract, Nortel DASA is committed to make available developments in its products and services over the period of the contract, subject to penalties in cases of delay in providing such developments. In addition, Nortel DASA is subject to contractual penalties for failure to meet delivery and installation deadlines and repair requirements set forth in the contract. In February 2000 LambdaNet and Nortel Networks entered into an agreement pursuant to which Nortel Networks agreed to provide transmission equipment for our fiber optic backbone networks in other European countries on similar terms as the agreement entered into with Nortel DASA. SIEMENS WIRELESS LOCAL LOOP EQUIPMENT CONTRACT We entered into an agreement with Siemens AG on May 16, 2000 for deployment of wireless local loop equipment in Germany and other specified European countries. Under the agreement, Siemens: - is responsible for the design, development, supply, installation, integration and testing of wireless local loop transmission and management systems and services, - has granted us permission to use its sites in Germany to install base stations and other equipment, 140 - will use all reasonable efforts to fulfill orders for equipment placed by us with its affiliates outside Germany, - will provide certain technical and maintenance support after the equipment has been delivered and accepted by us, and - has agreed to market our products in those markets where we have placed purchase orders for their equipment. We will submit purchase orders for these systems and services on a market by market basis. After May 16, 2001, we will be able to select any other supplier for those German markets as long as Siemens has the opportunity to better or match their terms. The term of the agreement is five years, which is automatically extended for an additional year unless the agreement is terminated by either party with at least two months' notice. In addition to customary termination provisions, including for change of control, Siemens may terminate for material breach of the related vendor financing facilities. 141 PRINCIPAL SHAREHOLDERS The following table presents information regarding the beneficial ownership of our shares before and after this offering, by - each person who is known to us to beneficially own more than 5% of our outstanding shares; - each of our directors and named executive officers; and - all of our directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC, and generally includes voting or investment power with respect to securities. We believe based on information provided to us that all persons listed below have sole voting and investment power with respect to their shares, except as otherwise indicated and to the extent authority is shared by spouses under applicable law. A person is deemed to be the beneficial owner of securities that can be acquired within 60 days from the date of this prospectus through the exercise of any option, warrant or right. Shares subject to options, warrants or rights that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the ownership percentage of the person holding such options, warrants or rights, but are not deemed outstanding for computing the ownership percentage of any other person. NUMBER OF NUMBER OF SHARES OF SHARES NON-VOTING OF CLASS A JUNIOR TOTAL NUMBER PERCENTAGE OWNED COMMON STOCK PREFERRED STOCK OF SHARES ------------------- BENEFICIALLY BENEFICIALLY BENEFICIALLY BEFORE AFTER OWNED(1) OWNED(2) OWNED(3) OFFERING OFFERING --------------- --------------- --------------- -------- -------- DIRECTORS & EXECUTIVE OFFICERS: Lynn Forester(4)(20)......... 42.7% Michael J. Price(4)(20)...... 42.7% Timothy Samples.............. * Donal Byrne(5)............... * Keith Cornell(6)............. * Raj K. De Datta(7)........... * Dieter Finke(8).............. * Robert Koenig................ * Michael Taylor(9)............ * Victor Bischoff(10).......... * Juan Luis Cebrian(11)........ * Edward A. Gilhuly(12)........ * Alan E. Goldberg(13)......... * Francois Jaclot(14).......... * David C. Lee(15)............. * Sir Evelyn de Rothschild(16)............. * Lawrence B. Sorrel(17)....... * Barry S. Volpert(18)......... * Helmut Werner(19)............ * All directors and executive officers as a group (19 persons)................... 42.8%
142 NUMBER OF NUMBER OF SHARES OF SHARES NON-VOTING OF CLASS A JUNIOR TOTAL NUMBER PERCENTAGE OWNED COMMON STOCK PREFERRED STOCK OF SHARES ------------------- BENEFICIALLY BENEFICIALLY BENEFICIALLY BEFORE AFTER OWNED(1) OWNED(2) OWNED(3) OFFERING OFFERING --------------- --------------- --------------- -------- -------- 5% SHAREHOLDERS ABN AMRO Ventures B.V........ 5.0% Benake L.P.(4)............... 42.7% FirstMark Holdings LLC(4)(20)................. 42.7% The Goldman Sachs Group, Inc.(21)................... 5.1% Heaton Holdings L.P.(4)...... 42.7% Alberta Partnerships(22)..... 8.5% Morgan Stanley Dean Witter Capital Partners IV L.P.(23)................ 7.6% Sandler Capital(20)(24)...... 8.3% Welsh, Carson, Anderson & Stowe VIII, L.P.(25)....... 7.2% Welsh, Carson, Anderson & Stowe IX, L.P.(26)......... 7.2%
- ------------------------ * Less than one percent. (1) Gives effect to the conversion of all existing series of our preferred stock (other than the Series F-2 convertible preferred shares) into Class A common stock on a one for one basis. Also gives effect to a to one stock split of the Class A common stock and non-voting junior preferred stock. (2) Gives effect to the conversion of the Series F-2 convertible preferred shares into non-voting junior preferred stock on a one for one basis. (3) Gives effect to (1) full conversion of the non-voting junior preferred stock into Class A or Class B common stock and (2) the full conversion of Class A common stock into Class B common stock. Each share of Class A common stock is convertible into one share of Class B common stock. Upon certain transfers, each share of non-voting junior preferred stock so transferred shall be automatically converted into one share of Class B common stock, subject to adjustments. (4) Ms. Lynn Forester, co-chairman of the Board of Directors, is the general partner of Benake L.P., a Delaware limited partnership. Mr. Michael J. Price, co-chairman of the Board of Directors, is the general partner of Heaton Holdings L.P., a Delaware limited partnership. Benake L.P. and Heaton Holdings L.P. are the joint managers of FirstMark Holdings L.L.C., a Delaware limited liability company. Ms. Forester and certain other family interests are the limited partners of Benake L.P. Mr. Price and certain other family interests are the limited partners of Heaton Holdings L.P. (5) Includes shares subject to options which are currently exercisable or exercisable within 60 days. (6) Includes shares subject to options which are currently exercisable or exercisable within 60 days. (7) Mr. De Datta holds approximately 1% of the shares of FirstMark Holdings L.L.C. (8) Dr. Finke holds over 6% of the shares of LambdaNet GmbH. (9) Includes shares subject to options which are currently exercisable or exercisable within 60 days. 143 (10) Does not include the shares of Class A common stock held by World Online, for which he serves as a member and the chairman of the supervisory board. (11) Mr. Cebrian holds an option for shares of Class A common stock. (12) Does not include the shares of Class A common stock held by Alberta Partnerships, the ultimate controlling entity of which he is a shareholder. (13) Does not include the shares of Class A common stock held by Morgan Stanley Dean Witter Capital Partners, for which he serves as Chairman and Chief Executive Officer. (14) Does not include the shares of Class A common stock held by Suez Lyonnaise des Eaux, for which he serves as Vice Chairman of the Executive Board. Mr. Jaclot holds an option for shares of Class A common stock. (15) Does not include the shares of Class A common stock held by Sandler Capital Management, for which he serves as a Managing Director. (16) Sir Evelyn de Rothschild holds an option for shares of Class A common stock. (17) Does not include the shares of Class A common stock held by Welsh, Carson, Anderson & Stowe, for which he serves as a General Partner. (18) Does not include the shares of Class A common stock held by certain affiliates of The Goldman Sachs Group, Inc., for which he serves as a Managing Director. (19) Mr. Werner holds an option for shares of Class A common stock. (20) FirstMark Holdings LLC holds its interest through FirstMark Communications International LLC, FirstMark Communications International II LLC and FirstMark Fiber Holdings LLC. Sandler Capital holds most of its interest in the company's capital stock through FirstMark Holdings LLC and FirstMark Fiber Holdings LLC. Sandler Capital has the right to exchange this interest into Class A common stock. If Sandler Capital exchanged its interest in full, FirstMark Holdings LLC would own 36.6% of our common stock before the offering and of our common stock after the offering. (21) Represents shares of Class A common stock owned by certain investment partnerships of which affiliates of The Goldman Sachs Group, Inc. ("GSG") are the general partner, managing general partner or investment manager. Includes shares held of record by GS Capital Partners III, L.P., shares held on record by GS Capital Partners III Offshore, L.P., shares held of record by Goldman, Sachs & Co. Verwaltungs GmbH, shares held of record by Stone Street Fund 2000, L.P., and shares held of record by Bridge Street Special Opportunities Fund 2000, L.P. GSG disclaims beneficial ownership of the shares owned by such investment partnerships to the extent attributable to partnership interests therein held by persons other than GSG and its affiliates. Each of such investment partnerships shares voting and investment power with certain of its respective affiliates. Barry Volpert is a Managing Director of Goldman Sachs International, an indirect wholly owned subsidiary of GSG. Mr. Volpert disclaims beneficial ownership of shares except to the extent of his pecuniary interest therein, if any. (22) Represents shares of Class A common stock owned by Alberta (European Fund), Limited Partnership and Alberta (1996 Fund), Limited Partnership, respectively, which are ultimately controlled by KKR Europe Limited and KKR 1996 Overseas, Limited, respectively, of which Mssrs. Henry R. Kravis, George R. Roberts, Robert I. MacDonnell, Paul E. Raether, Michael W. Michelson, Michael T. Tokarz, James H. Greene, Jr., Perry Golkin, Scott M. Stuart, Edward A. Gilhuly and Todd A. Fisher are shareholders. Such individuals may be deemed to share beneficial ownership of the shares shown as beneficially owned by each of Alberta (European 144 Fund), Limited Partnership and Alberta (1996 Fund) Limited Partnership, respectively. Such individuals disclaim beneficial ownership of any such shares. (23) The general partner of Morgan Stanley Dean Witter Capital Partners IV, L.P. and the member of the general partner of Morgan Stanley Dean Witter Capital Partners IV, L.P. are wholly owned subsidiaries of Morgan Stanley Dean Witter & Co., the parent of Morgan Stanley & Co. Incorporated. Does not include shares held by certain funds affiliated with Morgan Stanley Dean Witter Capital Partners IV L.P. (24) Most of Sandler Capital's interest is held indirectly. See Note 17 above. (25) Does not include shares held by certain individuals and partnerships affiliated with Welsh, Carson, Anderson & Stowe VIII, L.P. (26) Does not include shares held by certain individuals and partnerships affiliated with Welsh, Carson, Anderson & Stowe IX, L.P. 145 DESCRIPTION OF SHARE CAPITAL SET FORTH BELOW IS A SUMMARY OF CERTAIN INFORMATION CONCERNING OUR SHARE CAPITAL AND CERTAIN MATERIAL PROVISIONS OF OUR AMENDED ARTICLES OF INCORPORATION TO BE PUT IN PLACE PRIOR TO THE COMPLETION OF THIS OFFERING AND LUXEMBOURG LAW ON COMMERCIAL COMPANIES IN EFFECT AS OF THE DATE OF THIS PROSPECTUS. THIS SUMMARY CONTAINS INFORMATION THAT WE CONSIDER TO BE MATERIAL REGARDING OUR SHARE CAPITAL, BUT IT DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO OUR ARTICLES OF INCORPORATION AND THE LUXEMBOURG LAW ON COMMERCIAL COMPANIES. Immediately prior to completion of this offering, we will have outstanding shares of Class A common stock and shares of non-voting junior preferred stock with a par value of $1.50, all of which have been paid in full, representing a subscribed capital amount of $ . Our total authorized capital, including the outstanding subscribed capital, is set at $ , consisting of a total of shares of Class A common stock, shares of Class B common stock and shares of non-voting junior preferred stock, each having a par value of $1.50. Following completion of this offering our issued share capital will consist of shares of Class A common stock and shares of Class B common stock (not including additional shares of Class A common stock issuable upon exercise of options held by our directors and employees) and shares of non-voting junior preferred stock. MEETINGS OF STOCKHOLDERS Meetings of stockholders may be either ordinary or extraordinary. At ordinary meetings, which do not require a quorum, stockholders can decide on most matters, but they cannot decide matters that entail a modification of our articles of incorporation. Only at extraordinary meetings, for which more stringent quorum and majority conditions apply, can stockholders modify our articles of incorporation. Among other things, a merger, liquidation or transformation of FirstMark into another form of company, increases (unless decided by the board of directors within the limits of the authorized capital) or decreases of share capital or issuance of a new class of shares would all require modification of the articles. A quorum of 50% and a vote of two-thirds of the shares present or represented are required to amend our articles of incorporation. If the quorum is not achieved, however, then a second meeting may be called, at which no quorum is required. Furthermore, Luxembourg law provides that where there is more than one class of shares, as there will be following completion of this offering, and the resolution of the general meeting is such as to change the respective rights of any class, the resolution must, in order to be valid, fulfil the conditions as to attendance and majority described above with respect to each class the rights of which are being changed. The annual general meeting of our stockholders shall be held, in accordance with Luxembourg law, in Luxembourg at our registered office, or at such other place in Luxembourg as may be specified in the notice of meeting, on of each year at p.m. If such day is not a business day in the city of Luxembourg, the annual general meeting shall be held on the next following business day. This annual general stockholders' meeting is an ordinary meeting. Annual general stockholders' meetings usually have on their agenda the approval of the annual accounts and related issues, such as approval of the management report prepared by the board and of the report of the statutory auditor, and the use of profits shown on the balance sheet, including the distribution of dividends. Stockholders' meetings shall be convened by the board of directors, pursuant to a notice containing the agenda under the form of announcements which must be published twice with a minimum interval of eight calendar days between publications, and at least eight calendar days prior to the meeting, in the Luxembourg official gazette and in a Luxembourg newspaper. 146 VOTING AND QUORUM REQUIREMENTS Except for the shares of non-voting junior preferred stock, which shall not be entitled to any voting rights other than those rights described below, and certain rights attaching to shares of Class A common stock as described below, all of our shares will have equal voting powers and all of them are and will continue to be in registered form. Matters brought before ordinary stockholders' meetings must receive a majority of the votes cast to pass. Extraordinary meetings, which are required to amend our articles of incorporation, require a quorum of at least half of the outstanding shares and may only act with a vote of two-thirds of the shares present. If the quorum condition is not fulfilled, however, a second meeting with the same agenda may be called, for which the same two-thirds majority condition applies but for which no quorum is required. For purposes of Luxembourg law, a "change of nationality" of FirstMark would require approval by all the stockholders. Such a "change of nationality" would typically consist of a permanent transfer of its registered office outside of Luxembourg, but would not include a merger with a non-Luxembourg company in which the non-Luxembourg company survives. An increase of any obligations of stockholders set forth in our articles of incorporation would also require approval of all stockholders. Notwithstanding any provisions contained within our articles of incorporation to the contrary, the approval of a majority of the holders of shares of Class A common stock, voting as a separate class, shall be required for any of the following matters: - a "change of control" which means (i) any sale, lease, exchange or other transfer of all or substantially all of the property, assets or business of the company or of the company and its subsidiaries taken as a whole, (ii) any liquidation, dissolution or winding up of the company, (iii) any merger or consolidation to which the company is a party and pursuant to which either (x) the holders of the voting securities of the company immediately prior thereto own less than 51% of the outstanding voting securities of the surviving entity immediately following such transaction or (y) the holders of the voting securities of the company immediately prior thereto do not have the ability to elect a majority of the members of the board of directors (or persons performing similar functions) of the surviving entity immediately following such transaction, or (iv) any person or group (as such term is used in Section 13(d) of the U.S. Securities Exchange Act of 1934) of persons, shall either (x) beneficially own (as defined in Rule 13d-3 under the Exchange Act) securities of the company representing 50% or more of the voting securities of the company then outstanding or (y) have the ability to elect a majority of the members of the board of directors (or persons performing similar functions) of the surviving entity. For purposes of the sentence above, "voting securities" shall mean securities, the holders of which are ordinarily entitled to elect the members of the board of directors (or persons performing similar functions); - any amendment of our articles of incorporation which adversely affects, violates or conflicts with any of the rights of holders of the shares of Class A common stock; and - any issuance in a transaction or series of related transactions of equity securities representing 20% or more of the outstanding shares of Class A common stock, Class B common stock or non-voting junior preferred stock, except through the authorized share capital as currently provided in our articles of incorporation. The holders of non-voting junior preferred stock generally do not have a right to vote but shall be entitled to vote in every general meeting called upon to deal with the following matters: - the issue of new shares carrying preferential rights; 147 - the determination of preferential cumulative dividend attaching to the non-voting junior preferred stock; - changes to the right of conversion of the non-voting junior preferred stock into ordinary shares; - the reduction of our capital; - any change of our corporate object; - the issue of convertible bonds; - the dissolution of FirstMark before its term; and - the transformation of FirstMark into a company of another legal form. Where, despite the existence of profits available for that purpose, the preferential cumulative dividends have not been paid in their entirety for any reason whatsoever for a period of two successive financial years and until such time as all cumulative dividends shall have been received in full, the holders of non-voting junior preferred stock shall also have the same voting rights as the holders of all classes of common stock at all meetings. DIRECTORS POWERS OF THE BOARD. Our board has wide powers to perform all acts necessary or desirable for accomplishing our aims. Our board may delegate daily management to one or more directors, officers, executives, employees or other persons, provided that any delegation to a member of the board has been previously authorized by the stockholders at a general meeting. APPOINTMENT AND REMOVAL OF DIRECTORS. Our articles provide that directors are elected by both Class A and Class B stockholders voting together at a general meeting for a maximum term of three years (except for the initial terms as described below), except in case of a vacancy where the board may provisionally appoint a director to fill such a vacancy until the next general meeting. Directors may be re-elected indefinitely for further terms of up to three years. Initially the board of directors will have 13 members. The holders of shares of Class B common stock shall propose three of the nominees for directors, one for each of Class I, Class II and Class III, as described below. The holders of shares of Class A common stock shall propose the remaining nominees for directors to the general meeting of stockholders. In case one or several nominees are not elected at the general meeting of stockholders, the class of shares that proposed such nominee shall be obligated to propose another candidate. Our board of directors shall be divided into three classes as nearly equal in size as is practicable, hereby designated as Class I, Class II and Class III. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted in the general meeting of stockholders. At the third annual meeting of stockholders following the date hereof, the term of office of the Class I directors shall expire, and Class I directors shall be elected for a full term of three years. At the fourth annual meeting of stockholders following the date hereof, the term of office of the Class II directors shall expire, and Class II directors shall be elected for a full term of three years. At the fifth annual meeting of stockholders following the date hereof, the term of office of the Class III directors shall expire, and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. If the number of directors changes, any newly created directorship or decrease in directorships shall be so apportioned among the classes as to make all classes as nearly equal in number as is practicable. There are no restrictions in our articles of incorporation or under Luxembourg law as to nationality, residence or professional qualifications for directors. There is no age limit nor are directors 148 required to retire by rotation, except as explained above. Directors may be removed, at any time with or without cause, at any ordinary stockholders' meeting by simple majority of the shares voting. LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF DIRECTORS. Under Luxembourg law, civil liability of directors both to the company and to third parties is generally considered to be a matter of public policy. It is possible that Luxembourg courts would declare void an explicit or even implicit contractual limitation on any director's liability to FirstMark. FirstMark, however, can validly agree to indemnify the directors against the consequences of liability actions brought by third parties, including stockholders if such stockholders have personally suffered damage which is independent of and distinct from the damage caused to FirstMark. The articles contain such an agreement. Our board of directors can deliberate or act validly only if at least the majority of its members are present or represented. Resolutions shall be approved if taken by a majority of the votes of the members present or represented at such meeting. The general meeting of stockholders shall determine the remuneration (if any) of the board of directors. The board of directors shall be convened by its co-chairman (or chairman as may be decided by the board of directors) or by any two directors. OFFICERS Under Luxembourg law, an employee of FirstMark can only be liable to FirstMark for damages brought about by his or her willful acts or gross negligence. Any arrangement providing for the indemnification of officers against claims of FirstMark would be contrary to public policy. Employees are liable to third parties under general tort law and may enter into arrangements with FirstMark providing for indemnification against third party claims. Under Luxembourg law, an indemnification arrangement can never cover a willful act or gross negligence. DIVIDENDS Any dividends will be payable to holders of both Class A and Class B common stock on an equal basis. Dividends may only be paid out of our distributable profits and unrestricted reserves as shown in our audited accounts for the most recently completed financial year, which would consist of the profit (if any) for such year and retained earnings from prior years after deduction for losses carried over from prior years and reserves required by law or the articles. The Luxembourg law on companies requires FirstMark, in priority to the payment of dividends, to set up a reserve equal to 10% of the subscribed capital by allocating yearly at least 5% of its profits to the reserve account until it reaches the 10% threshold. Since FirstMark has not had profits through December 31, 1999, it has not allocated any amount to the reserve account to date. Under Luxembourg law, our board of directors may pay interim dividends because the articles of incorporation contain a specific provision to that effect. However, formal and substantive requirements have to be met in order for FirstMark to pay interim dividends. These include a requirement that we prepare financial statements showing that funds are available for distribution. The amount of such distribution may not exceed the profits earned by FirstMark since the end of the last financial year for which the annual accounts have been approved by the general stockholders' meeting plus retained earnings and withdrawals from unrestricted reserves and minus carried-forward losses and amounts to be mandatorily paid to a reserve account. No interim dividends may be paid out during the first six months of the company's accounting year nor before the approval of the annual accounts of the previous accounting year by a general shareholders' meeting. 149 Our statutory auditor must verify whether the conditions for the payment of interim dividends are fulfilled. If an interim dividend exceeds the dividend set by the shareholders at the annual ordinary stockholders' meeting, the excess is deemed an advance payment of the next dividend. Dividends may be paid in U.S. dollars or in any other currency determined by our board of directors or in shares or otherwise as the board may determine in accordance with Luxembourg law. Payment of any dividends will be made to holders of shares at their addresses in the register maintained by or on our behalf. We have never declared or paid any dividends and do not expect to do so in the foreseeable future. Nonresidents of Luxembourg who hold shares or ADSs may be subject to Luxembourg statutory withholding tax in respect of any cash dividends paid. See "Taxation--Certain Luxembourg Tax Considerations." In addition to any rights to participate in distributions, each share of non-voting junior preferred stock, in preference to the shares of Class A common stock and Class B common stock as to payment of dividends, shall be entitled to receive, when, as and if declared, cumulative dividends at an annual rate equal to $0.0075 per share of non-voting junior preferred stock as long as such share of non-voting junior preferred stock remains outstanding. CAPITAL INCREASES; PRE-EMPTIVE RIGHTS Pursuant to our articles of incorporation, our board of directors has been authorized without reserving to the existing stockholders a preferential right of subscription to issue further shares so as to bring total capital up to the total authorized capital in whole or in part from time to time. The authorization lapses five years after the publication in the Luxembourg official gazette of the grant of authorization, which occurred in 2000, and may be renewed by stockholder vote at an extraordinary meeting. We intend to issue additional shares of Class A common stock and Class B common stock, including issuances from authorized capital, from time to time to directors and employees of our group as provided in our 1999 share option plan and under our new stock option plan. Within the limits of the authorized share capital, the board of directors may issue warrants, options or any other securities convertible or exchangeable into equity securities of the company giving the holder a right to subscribe for one or more shares, and determine the conditions under which such warrant, option or other convertible or exchangeable security will be issued, including and without limitation the subscription price to be paid for the shares upon the exercise of such warrant, option or other convertible or exchangeable security, subject to the requirement contained in article 26-5(1) of the law of August 10, 1915 on commercial companies, as amended, that shares may not be issued below their par value as well as the price to be paid in consideration of such warrant, option or other convertible or exchangeable security, if any. The board of directors may impose conditions on the exercise of such warrant, option or other convertible or exchangeable security as it in its discretion may determine, including restrictions, if any, as to the disposal of the shares issued upon the exercise of such warrant, option or other convertible or exchangeable security. Each time the board of directors shall act to render effective the increase of capital or the conversion of Class A common stock into Class B common stock and non-voting junior preferred stock into Class A common stock, as authorized, our articles of association shall be amended to reflect such action and the board of directors shall take or authorize any person to take any necessary steps for the purpose of obtaining execution and publication of such amendment. In connection with this authorization to increase the capital and in compliance with Article 32-3(5) of the law of August 10, 1915 on commercial companies, as amended, our board of directors is 150 authorized to waive or to limit the preferential subscription rights of the existing stockholders with respect to the authorized increase in share capital referred to above. The subscribed capital and the authorized capital of FirstMark may be increased or reduced by the stockholders at a stockholders' meeting under the same quorum and majority requirements applicable to an amendment of the articles. The board may issue shares of Class A common stock and Class B common stock (up to the amount authorized by the articles) without stockholder approval, and, if so decided by the board, existing stockholders will have no pre-emptive rights in connection with such issuance. Holders of shares outstanding prior to this offering will have no pre-emptive rights in connection with this offering. In the event that pre-emptive rights are not disallowed by the board, all stockholders will be notified of the period during which pre-emptive rights may be exercised, as determined by the board. Under Luxembourg law, this period must be at least 30 days. Pre-emptive rights are transferable and may be sold, prior to exercise. LIQUIDATION RIGHTS Our stockholders may dissolve FirstMark by resolution of the general meeting of stockholders. If such dissolution were to occur, FirstMark would then be liquidated, and after payment of its debts or consignment of the sums necessary to pay such debts, the stockholders (except for the holders of non-voting junior preferred stock, who are preferred as described below) would be entitled to the remaining assets of FirstMark, in proportion to their holdings. Upon the occurrence of a liquidation, the holders of shares of non-voting junior preferred stock shall be entitled, up to their contribution in the share capital of the company, to receive all assets of the company available for distribution in priority to any other holders of shares of Class A common stock or shares of Class B common stock until each such holder has received an amount equal to its contribution. The holders of shares of Class A common stock and Class B common stock shall then be entitled, up to their contribution, to receive all assets of the company available for distribution, until each such holder of shares has received an amount equal to its contribution. After all the holders of shares have received amounts equal to their contributions, then each of the holders of all share classes will be entitled to receive all the remaining assets of the company pro rata. FORM, TRANSFER AND CONVERSION OF SHARES As a general matter under Luxembourg law, shares may be issued in registered or bearer form, at the option of the stockholder, except that shares underlying the ADSs quoted on the Nasdaq National Market are available in registered form only. Shares which have not been fully paid up must be in registered form. Registration of the shares may be evidenced at the holder's option in certificates representing one or more shares. The shares of Class B common stock sold in this offering will be in registered global form and will be delivered into the custody of Clearstream Banking AG, Frankfurt am Main, or Clearstream, Frankfurt. Clearstream, Frankfurt will be registered in our share register as the sole stockholder for the shares sold in this offering. Beneficial interests in the shares can be transferred in accordance with the rules and regulations of Clearstream, Frankfurt. The shares are also expected to be accepted for clearance through Clearstream, Frankfurt, Euroclear and Clearstream Banking, societe anonyme, or Clearstream, Luxembourg. The shares may be credited at the option of investors either to a German bank's Clearstream, Frankfurt account or to the accounts of participants with Euroclear or Clearstream, Luxembourg. The ADSs quoted on the Nasdaq National Market will be delivered against payment in U.S. dollars through The Depository Trust Company's book-entry facilities. The shares to be listed on the Neuer Markt segment of the Frankfurt Stock Exchange will be delivered in book-entry form against 151 payment in euro through Clearstream, Frankfurt's, Euroclear's and Clearstream Luxembourg's book entry facilities. Transfers of registered shares require either (i) an inscription of the transfer in the share register of FirstMark signed by the transferor and the transferee or their respective agents or (ii) a notification of the transfer by the transferor or the transferee to FirstMark which in turn must record such transfer in the share register maintained by it or on its behalf. FirstMark or its registrar may also enter the transfer in the register on the basis of correspondence or other documents that establish the existence of an agreement between the transferor and the transferee. It is generally held that contractual restrictions on the transfer of shares are legal provided they do not render the shares inalienable for a prolonged period of time. Currently, our articles of incorporation provide that, if our board of directors determines that a proposed transfer of shares would violate a restriction on transfer agreed to by the owner of such shares or its predecessor in interest and brought to the attention of our board of directors, our board may refuse to record such transfer in our share register (with a provision that such refusal will not result in a situation where a stockholder is forced to continue to hold shares for an extended period of time). PERMITTED TRANSFERS OF CLASS A COMMON STOCK AND NON-VOTING JUNIOR PREFERRED STOCK. No holder of record of Class A common stock or non-voting junior preferred stock may transfer, and we may not register the transfer of shares of Class A common stock or non-voting junior preferred stock, whether by sale, assignment, gift, bequest, appointment or otherwise, except to a permitted transferee or as otherwise described below. For these purposes a permitted transferee includes; - existing holders that are natural persons, their spouse, any lineal descendant of a grandparent of this holder and any spouse of such a lineal descendant, - the trustee of a trust principally for the benefit of this holder and other holders and their permitted transferees, - charitable organizations, - any entity owned or controlled by this holder and his affiliates or other holders and their permitted transferees and affiliates, - the executor, administrator, personal representative or guardian of the estate of this holder, or - any trust, limited liability company, partnership or any other legal entity that is an existing holder, any owner or beneficiary of such legal entity and any permitted transferee of any person that transferred shares to such legal entity and any permitted transferee of such transferee or any other holder and his permitted transferees. A Class A holder or holder of non-voting junior preferred stock may pledge his shares of Class A common stock or non-voting junior preferred stock (as the case may be) pursuant to a bona fide pledge of these shares as collateral security for indebtedness due to the pledgee, provided that these shares shall not be transferred to or registered in the name of the pledgee and shall remain subject to the transfer restrictions in our articles of incorporation. In the event of foreclosure or other similar action of the pledgee, these shares of Class A common stock or non-voting junior preferred stock (as the case may be) may only be transferred to a permitted transferee of the pledgor or any other holder or his permitted transferee or converted into shares of Class B common stock. Any transfer of shares of Class A common stock or non-voting junior preferred stock not permitted under our articles of incorporation shall result in the conversion of the transferee's shares of Class A common stock or non-voting junior preferred stock into shares of Class B common stock, effective the date on which the transfer is registered in the register of the stockholders. 152 CONVERSION OF CLASS A COMMON STOCK. Subject to certain terms and conditions, each share of Class A common stock shall be convertible at any time at the option of the holder into one share of Class B common stock. At any time when the outstanding shares of Class A common stock represent less than 10% of the total number of shares of all existing classes then outstanding, then each outstanding share of Class A common stock shall be converted into one share of Class B common stock as of the close of business on the date upon which the company receives notice or later date set forth in the notice. CONVERSION OF NON-VOTING JUNIOR PREFERRED STOCK. Subject to certain terms and conditions, each share of non-voting junior preferred stock shall be convertible at any time at the option of the holder into one share of Class A common stock. REPURCHASING OF SHARES. (1) Under Luxembourg law, the company may acquire its own shares either itself or through a person acting in his own name but on the company's behalf subject to the following conditions: - the authorization to acquire shares shall be given by the general shareholders' meeting, which shall determine the terms and conditions of the proposed acquisition and in particular the maximum number of shares to be acquired, the duration of the period for which the authorization is given (which may not exceed 18 months) and, in the case of acquisition for value, the maximum and minimum consideration; - the nominal value or, in the absence thereof, the accounting par value of the shares acquired, including shares previously acquired by the company and held by it in its portfolio as well as the shares acquired by a person acting in its own name but on behalf of the company, may not exceed 10% of the subscribed capital; - the acquisitions must not have the effect of reducing the net assets below the aggregate of the subscribed capital and the reserves which may not be distributed under law or the articles; and - only fully paid-up shares may be included in the transaction. (2) Where the acquisition of the company's own shares is necessary in order to prevent serious and imminent harm to the company, the first bullet under paragraph (1) above shall not apply. In such a case, at the next general shareholders' meeting the board of directors must disclose the reasons for and the purpose of the acquisitions made, the number and nominal values, or in absence thereof, the accounting par value, of the shares acquired, the proportion of the subscribed capital which they represent and the consideration paid for them. (3) The first bullet under paragraph (1) shall likewise not apply in the case of shares acquired by either the company itself or by a person acting in his own name but on behalf of the company for the distribution of such shares to the employees of the company. The distribution of any shares must take place within 12 months from the date of their acquisition. STATUTORY AUDITORS. Our affairs and financial situation including particularly our books and accounts shall be supervised by one or more statutory auditors, which may be stockholders or not. The general meeting of stockholders shall appoint the statutory auditors, and shall determine their number, remuneration and term of office, which may not exceed six years. 153 DESCRIPTION OF AMERICAN DEPOSITARY RECEIPTS The following is a summary of the deposit agreement. Because it is a summary, it does not contain all the information that may be important to you. For more complete information, you should read the entire deposit agreement and the ADR. You can read a copy of the deposit agreement which is filed as an exhibit to the registration statement of which this prospectus forms a part. You may also copy the deposit agreement, which is located at the SEC's Public Reference Room at 450 Fifth Street, N.W. Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-0330. Bankers Trust Company, as our depositary, will issue ADRs. Each ADR will represent an ownership interest in one share of Class B common stock (or the right to receive one share of Class B common stock) which we will deposit with the custodian in Germany under the deposit agreement among ourselves, the depositary and yourself as a holder or beneficial owner of an ADR. Each ADR will also represent securities, cash or other property deposited with the depositary but not distributed to ADR holders. The depositary's office is located at Four Albany Street, New York, New York 10006. You may hold ADRs either directly or indirectly through your broker or other financial institution. If you hold ADRs directly, you are an ADR holder. This description assumes you hold your ADRs directly. If you hold ADRs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADR holders described in this section. You should consult with your broker or financial institution to find out what those procedures are. Because the depositary will actually own the shares, you must rely on it to exercise the rights of a stockholder. The obligations of the depositary are set out in the deposit agreement. The deposit agreement and ADRs are governed by New York law. SHARE DIVIDENDS AND OTHER DISTRIBUTIONS HOW WILL YOU RECEIVE DIVIDENDS AND OTHER DISTRIBUTIONS ON THE SHARES? The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on shares or other deposited securities. You will receive these distributions in proportion to the number of shares underlying your ADR. - CASH. The depositary will convert cash distributions we pay on the shares into U.S. dollars if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States on a reasonable basis. Before making a distribution, the depositary will deduct (1) its expenses in converting and transferring cash, including obtaining the approval of a government authority therefor, and (2) any taxes withheld. IF THE EXCHANGE RATES FLUCTUATE DURING A TIME WHEN THE DEPOSITARY CANNOT CONVERT THE CURRENCY, YOU MAY LOSE SOME OR ALL OF THE VALUE OF THE DISTRIBUTION. - SHARES. The depositary will distribute new ADRs representing any shares we distribute as a dividend or free distribution if we furnish the depositary promptly with satisfactory evidence that it is legal to do so. If the depositary does not distribute new ADRs, each ADR will represent its proportionate interest in any additional shares we distribute. The depositary will only distribute whole ADRs. It will sell shares which would require it to issue a fractional ADR and distribute the net proceeds in the same way as it does with cash. - RIGHTS. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary will make these rights available to you in the manner it deems best, in its own discretion but after consulting us, to the extent that we first furnish the depositary with satisfactory evidence that it is legal to do so. If we do not furnish this evidence and it is practical to sell the rights, the depositary will sell the rights and distribute the U.S. dollar 154 proceeds in the same way as it does with cash. If the depositary determines that it is lawful to make such rights available to only certain ADR holders but not to others, the depositary may distribute the rights to any holders to whom it determines the distribution is lawful in proportion to the number of shares underlying such holder's ADRs. In the event the depositary would otherwise not distribute the rights, if you request the distribution of warrants or other instruments in order to exercise the rights to which you are entitled, the depositary will make such rights available to you upon written notice from us that we have elected to permit such rights to be executed. The depositary will not distribute rights to ADR holders unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act with respect to a distribution to ADR holders or are registered under the provisions of such act. The depositary may allow rights that are not distributed or not sold to lapse. IN THAT CASE, YOU WILL RECEIVE NO VALUE FOR THEM. - IF THE DEPOSITARY MAKES RIGHTS AVAILABLE TO YOU, IT WILL EXERCISE THE RIGHTS AND PURCHASE THE SHARES ON YOUR BEHALF. The depositary will then deposit the shares and issue ADRs to you. It will only exercise rights if you pay the exercise price and any other charges the rights require you to pay. U.S. securities laws may restrict the sale, deposit, cancellation and transfer of the ADRs issued after exercise. For example, you may not be able to trade the ADRs freely in the United States. In this case, you would not be permitted to purchase such securities or otherwise exercise such rights and the depositary would, to the extent possible, dispose of such rights for your account as provided in the deposit agreement. YOU HAVE NO ASSURANCE THAT YOU WILL BE ABLE TO EXERCISE RIGHTS ON THE SAME TERMS AND CONDITIONS AS THE HOLDERS OF ORDINARY SHARES. - OTHER DISTRIBUTIONS. The depositary will send to you anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary will adopt a method it thinks equitable and practicable for the purpose of effecting such distribution, including distributing, from the sale of what we distributed, any net proceeds to you in U.S. dollars, in the same way as it does with cash. To the extent the depositary decides any distribution to you is not practical, it may make any other distribution it believes is practical, including distributions of foreign currency, securities or property. It may retain any of the same as deposited securities, without paying interest on or investing it. Each ADR will represent the additional distribution received by the depositary. YOU HAVE NO ASSURANCE FROM THE DEPOSITARY THAT THEY WILL BE ABLE TO EFFECT ANY CURRENCY CONVERSION OR TO SELL ANY DISTRIBUTED PROPERTY, RIGHTS OR OTHER SECURITIES TIMELY OR AT A SPECIFIED RATE OR PRICE. RECORD DATE Whenever: - any cash dividend or cash distribution is to become payable or any distribution other than cash is to be made, - rights are to be issued, - the depositary finds it necessary or convenient in connection with the giving of any notice, solicitation of any consent or any other matter, - the depositary receives notice of any meeting of holders of shares or other deposited securities, or - for any reason the depositary causes a change in the number of shares that are represented by each ADR, 155 the depositary will fix a record date as close as practicable to the record date fixed by us with respect to the shares, for determining which holders of ADRs are: - entitled to receive such dividend, distribution, rights or the net proceeds of the sale thereof, - entitled to give instructions for the exercise of voting rights at any meeting, - entitled to act in respect of any other matter, for determining the date on or after which each ADR will represent a changed number of our shares, as the case may be. DEPOSIT, WITHDRAWAL AND CANCELLATION HOW DOES THE DEPOSITARY ISSUE ADRS? The depositary will issue ADRs if you or your broker deposit shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADRs in the names you request and will deliver ADRs at its office to the persons you request. HOW DO ADR HOLDERS WITHDRAW AN ADR AND OBTAIN SHARES? You may turn in your ADRs at the depositary's office. Upon payment of fees and expenses and of any taxes or charges, the depositary will deliver (1) the underlying shares to an account designated by you with Electronic Book-Entry Settlement System and any other securities, property and cash to you or as ordered by you or (2) at your risk, expense and request, the depositary will deliver any deposited securities, property or cash to which the holder is then entitled at its office. The depositary will not accept for surrender an ADR representing less than one share of Class B common stock. If you surrender an ADR representing other than a whole number of shares, it will deliver to you (1) the appropriate whole number of shares and (2) a new ADR representing any remaining fractional share. VOTING RIGHTS HOW DO YOU VOTE? You may instruct the depositary to vote the shares underlying your ADRs. Upon our request, the depositary will notify you of the upcoming vote and arrange to deliver our voting materials to you. The materials will (1) describe the matters to be voted on and (2) explain how you, on a certain date, may instruct the depositary to vote the shares or other deposited securities underlying your ADRs as you direct. For instructions to be valid, the depositary must receive them on or before the date specified. The depositary will try, as practical, subject to the provisions of and governing the underlying shares or other deposited securities, to vote or have its agents vote the shares or other deposited securities as you instruct. The depositary will only vote or attempt to vote as you instruct. We can not assure you that you will receive from the depositary the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. THIS MEANS THAT YOU MAY NOT BE ABLE TO EXERCISE YOUR RIGHT TO VOTE AND THERE MAY BE NOTHING YOU CAN DO IF YOUR SHARES ARE NOT VOTED AS YOU REQUESTED. 156 FEES AND EXPENSES
ADR HOLDERS MUST PAY: FOR: - --------------------- -------------------------------------------------------- $5.00 per 100 ADRs (or portion thereof)..... - Each issuance of an ADR, including as a result of a distribution of shares or rights or the reclassification of deposited securities or any recapitalization, reorganization, merger or consolidation or sale of assets. - Each withdrawal of an ADR A fee of $1.50 per receipt.................. - Any combination or split-up of receipts Register or transfer fees................... - Transfer and registration of shares on any applicable register payable by you when you deposit or withdraw shares $2.00 per 100 ADRs (or portion thereof)..... - Any cash distribution. Expense of the depositary................... - Conversion of foreign currency to U.S. dollars Expenses of the depositary.................. - Cable, telex and facsimile transmission expenses Taxes and other governmental charges the depositary or the custodian have to pay on any ADR, or share underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxes........................... - As necessary
PAYMENT OF TAXES You have to pay any taxes payable by or on behalf of the depositary or the custodian with respect to the ADRs, other deposited securities or any distribution thereon to the depositary. Until you pay such taxes, the depositary may refuse to effect a registration, registration of transfer, split-up, combination or withdrawal of the deposited securities. The depositary may deduct the amount of any taxes owed from any payments to you. It may also sell deposited securities or property, other than cash, by public or private sale, to pay any taxes owed. You will remain liable if the proceeds of the sale are not enough to pay the taxes. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADRs to reflect the sale and will pay to you any proceeds, or send to you any cash or other property, remaining after it has paid the taxes. The depositary or the custodian will remit to the relevant governmental authority any amounts required to be withheld by either of them in connection with a distribution. We will similarly remit any amounts so owed by us. RECLASSIFICATIONS, RECAPITALIZATIONS AND MERGERS If we: - change the nominal or par value of our shares, - reclassify, split up or consolidate any of the deposited securities, or 157 - recapitalize, reorganize, merge, consolidate, sell all or substantially all of our assets, or take any similar action, then: - the cash, shares or other securities received by the depositary will become deposited securities. Each ADR will automatically represent its equal share of the new deposited securities; and - the depositary may also issue new ADRs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities. REPORTS We will furnish to the depositary and the custodian summaries in English or English-language versions of any reports, notices and other communications that we generally transmit to holders of our shares or other deposited securities. The depositary will make the items listed above available for your inspection at its corporate trust office and at the office of the custodian. Upon our request, the depositary will promptly mail to you such notices, reports and communications, which we generally make available to the holders of our shares and other deposited securities, and will make a copy of such notices, reports and communications available to you for inspection at its corporate trust office. AMENDMENT AND TERMINATION HOW MAY THE DEPOSIT AGREEMENT BE AMENDED? We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If the amendment imposes or increases fees or charges, except for taxes and other governmental charges or certain expenses of the depositary, or prejudices an important right of ADR holders, it will only become effective 30 days after the depositary notifies you of the amendment. AT THE TIME AN AMENDMENT BECOMES EFFECTIVE, YOU ARE CONSIDERED, BY CONTINUING TO HOLD YOUR ADR, TO AGREE TO THE AMENDMENT AND TO BE BOUND BY THE ADRS AND THE DEPOSIT AGREEMENT AS AMENDED. No amendment will impair your right to surrender your ADR and receive the underlying securities and all money and other property, if any, to which your ADR entitles you. If a governmental body adopts new laws, regulations or rules which require the deposit agreement or ADR to be amended, we and the depositary may make the necessary amendment, which could take effect before you receive notice thereof. HOW MAY THE DEPOSIT AGREEMENT BE TERMINATED? The depositary will terminate the deposit agreement if we ask it to do so. The depositary may also terminate the deposit agreement at its own initiative. If we terminate the deposit agreement, you must be given 30 days notice of such termination. If the depositary terminates the deposit agreement, you must be given 90 days notice of such termination. After termination, the depositary will be required to do only the following under the deposit agreement: (1) collect and hold distributions on the deposited securities, (2) sell rights and other property, as provided in the deposit agreement and (3) deliver shares and other deposited securities upon the cancellation of the ADRs. At any time after one year from the termination date, the depositary may sell any remaining deposited securities by public or private sale. After the expiration of one year from the date of expiration, the depositary may sell any deposited securities it then holds and may hold, uninvested, the money it received on the sale, as well as any other cash it is holding under the deposit agreement for the pro rata benefit of the ADR holders that have not surrendered their 158 ADRs. It has no liability for interest. After making such sale, the depositary's only obligations will be to account for the money and other cash and its obligations with respect to indemnification. LIMITATIONS ON OBLIGATIONS AND LIABILITY TO ADR HOLDERS LIMITS ON OUR OBLIGATIONS AND THE OBLIGATIONS OF THE DEPOSITARY; LIMITS ON LIABILITY TO HOLDERS OF ADRS The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary: - are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, - are not liable if either of us is prevented or delayed by law or circumstances beyond our control from performing our obligations under the deposit agreement, - are not liable if either of us exercises discretion permitted under the deposit agreement, - have no obligation to become involved in a lawsuit or other proceeding related to the ADRs or the deposit agreement on your behalf or any other party, unless it has been provided an indemnity, - may rely upon any document we believe in good faith to be genuine and to have been signed or presented by the proper party, - will not be liable for any action or inaction while relying on advice or information from legal counsel, other advisor, yourself or anyone else competent to give advice or information, and - will not be responsible for failing to carry out instructions to vote securities or for the manner in which same are voted or the effect of the vote. The depositary may own and deal in our securities and in ADRs. In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances. REQUIREMENTS FOR DEPOSITARY ACTIONS Before the depositary will issue or register transfer of an ADR, make a distribution on an ADR or permit withdrawal of shares, the depositary may require: - payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities, - production of satisfactory proof of the identity and genuineness of any signature or other information it deems necessary, and - compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents. The depositary may refuse to deliver, transfer, or register transfers of ADRs generally when our transfer books or the transfer books of the depositary are closed or at any time if we or the depositary think it advisable to do so. YOUR RIGHT TO RECEIVE THE SHARES UNDERLYING YOUR ADRS You have the right to cancel your ADRs and withdraw the underlying shares at any time except: 159 - when temporary delays arise because: (1) the depositary or we has/have closed its/our transfer books; (2) the transfer of shares is blocked to permit voting at a stockholder's meeting; or (3) we are paying a dividend on the shares, - when you or other ADR holders seeking to withdraw shares owe money to pay fees, taxes and similar charges, and - when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADRs or to the withdrawal of shares or other deposited securities. This right to withdrawal may not be limited by any other provisions of the deposit agreement. PRE-RELEASE OF ADRS In certain circumstances, subject to the provisions of the deposit agreement, the depositary may issue ADRs before deposit of the underlying shares. This is called a pre-release of the ADRs. A pre-release is closed out as soon as the underlying shares are delivered to the depositary. The depositary may pre-release ADRs only under the following conditions: (1) before or at the time of the pre-release, the person to whom the pre-release is being made must represent to the depositary in writing that it or its customer owns the shares or ADRs to be deposited; (2) the owner of the shares or ADRs must (a) assign its beneficial ownership interest in the shares or ADRs to the depositary for the benefit of the ADR holders and (b) agree not to take any action with respect to such shares or ADRs that is inconsistent with this transfer of beneficial ownership; (3) the pre-released ADRs must be fully collateralized with cash or other property the depositary deems appropriate, held by the depositary for your benefit; and (4) the depositary must be able to close out the pre-release on not more than five (5) business days' notice. In addition, the depositary will limit the number of ADRs that may be outstanding at any time as a result of pre-release to not more than 30% of all ADRs, although the depositary may disregard the limit from time to time if it deems appropriate and may change such limit for purposes of general application. 160 SHARES ELIGIBLE FOR FUTURE SALE Upon the completion of this offering, there will be shares of Class B common stock of FirstMark outstanding (assuming no exercise of the underwriters' over-allotment option), of which shares of Class B common stock to be sold in the offering, whether in the form of shares or ADSs, will be freely tradeable without restriction by persons other than "affiliates" of FirstMark. The remaining shares will be deemed "restricted" securities within the meaning of the U.S. Securities Act, and, as such, may not be sold within the United States in the absence of registration under the U.S. Securities Act or an exemption therefrom, including the exemptions contained in Rule 144. In general, under Rule 144 as currently in effect, a person (or persons whose shares are required to be aggregated) who has been deemed to have owned shares of an issuer for at least one year, including an "affiliate," is entitled to sell, within any three-month period, a number of shares that does not exceed the greater of 1% of the then outstanding number of shares of such class (approximately shares after the offering) or the average weekly trading volume in composite trading in all national securities exchanges during the four calendar weeks preceding the filing of the required notice of such sale. A person (or persons whose shares are required to be aggregated) who is not deemed an affiliate of an issuer at the time of the sale and for at least three months prior to the sale and who has owned shares for at least two years is entitled to sell such shares under Rule 144 without regard to the volume limitations described above. Affiliates continue to be subject to such limitations. As defined in Rule 144, an "affiliate" of an issuer is a person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such issuer. Many of our existing shareholders have the right to require us to file a registration statement after the offering and the lock-up referred to below to permit them to sell their shares. Each of FirstMark, its executive officers and directors, and all other existing shareholders of FirstMark, have agreed that, without the prior written consent of the underwriters, it will not, for a period of 180 days from the date of this prospectus, subject to certain exceptions described under "Underwriters": - offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of FirstMark or any securities convertible into or exercisable or exchangeable for shares of FirstMark; or - enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the shares of FirstMark, whether any such transaction described above is to be settled by delivery of shares of FirstMark or such other securities, in cash or otherwise, for a period of 180 days after the date of this prospectus. See "Underwriters." In addition, under the rules of the Neuer Markt segment of the Frankfurt Stock Exchange, the shareholders have undertaken not to offer or sell shares, directly or indirectly, in an exchange or off-exchange transaction, within a period of six months from the date of admission of the shares to the Neuer Markt. Prior to the offering, there has been no established market for the shares or ADSs, and no predictions can be made about the effect, if any, that future sales of shares or ADSs or the availability of such shares for sale would have on the market price prevailing from time to time. Sales of substantial amounts of shares or ADSs in the public market, or the perception that such sales could occur, may have an adverse impact on the market price for the shares and the ADSs and on the ability of FirstMark to raise capital through an offering of its equity securities. 161 MARKET INFORMATION Prior to the offering, there has been no public market for the shares or the ADSs. We have applied to have the ADSs approved for quotation on the Nasdaq National Market and to have the shares of Class B common stock approved for listing on the Neuer Markt of the Frankfurt Stock Exchange. THE FRANKFURT STOCK EXCHANGE AND THE NEUER MARKT The Frankfurt Stock Exchange is the most significant of the eight German stock exchanges and accounted for approximately 86.2% of the turnover in exchange-traded shares in Germany in 1999. The aggregate annual turnover of the Frankfurt Stock Exchange in 1999 of approximately [EURO]4.08 billion, based on the Frankfurt Stock Exchange's practice of separately recording the sale and purchase components involved in any trade for both equity and debt instruments, made it the fourth largest stock exchange in the world behind the New York, London and Tokyo Stock Exchanges in terms of turnover. As of December 31, 1999, the shares of 3,265 corporations, including 2,554 foreign corporations, were traded on the official regulated market (including the Neuer Markt) and the regulated unofficial market of the Frankfurt Stock Exchange. The Neuer Markt segment of the Frankfurt Stock Exchange is a new trading segment that was launched in March 1997. It is designed for innovative, small to mid-size companies in high growth industries that have an international orientation and that are willing to provide active investor relations. Issuers are requested to provide investors on an ongoing basis with information such as annual and quarterly reports, including cash flow statements, and a corporation action timetable. TRADING ON THE NEUER MARKT Trading of shares listed on the Neuer Markt takes place simultaneously on the floor of the stock exchange as well as via the system Xetra (Exchange electronic trading). Electronic trading via Xetra takes place on every business day between 9:00 a.m. and 5:30 p.m., Frankfurt time. The Frankfurt Stock Exchange has recently adopted a resolution to extend trading hours until 8:00 p.m., beginning in summer 2000. Trading within the Xetra system is done by banks and securities dealers who have been admitted to trading on at least one of Germany's stock exchanges. Xetra is integrated into the Frankfurt Stock Exchange and is subject to its rules and regulations. Markets in listed securities are generally of the auction type, but listed securities also change hands in inter-bank dealer markets off the Frankfurt Stock Exchange. Price formation is determined by open bid by state-appointed specialists (AMTLICHE MAKLER) who are themselves exchange members, but who do not, as a rule, deal with the public. Prices of currently traded securities are displayed continuously during trading hours. At the half-way point of each trading day, a single standard quotation is determined for all shares. The members' association of the Frankfurt Stock Exchange publishes a daily list of prices which contains the standard prices of all traded securities, as well as their highest and lowest quotations during the past year. Transactions on the Frankfurt Stock Exchange, including transactions within the Xetra system, are settled on the second business day following trading. Transactions off the Frankfurt Stock Exchange for large volumes or if one of the parties is foreign are generally also settled on the second business day following trading, unless the parties have agreed upon a different date. According to the conditions of German banks for securities trading (SONDERBEDINGUNGEN FUR WERTPAPIERGESCHAFTE), customers' orders to buy or sell listed securities must be executed on a stock exchange, unless the customer instructs otherwise. Trading can be suspended by the Frankfurt Stock Exchange if orderly stock exchange trading is temporarily endangered or if a suspension is in the public interest. 162 A specific feature of the Neuer Markt segment of the Frankfurt Stock Exchange is the introduction of the obligatory designated sponsor, I.E., an entity admitted for trading at the Frankfurt Stock Exchange which provides additional liquidity by quoting prices for the buying and selling of shares on request. Each issuer on the Neuer Markt of the Frankfurt Stock Exchange has to nominate at least two designated sponsors which will not only ensure that there is sufficient liquidity for its shares, but also serve as consultants on all stock market related matters for the issuer. Trading on German stock exchanges is regulated by, among others, the Federal Supervisory Office for Securities Trading (BUNDESAUFSICHTSAMT FUR DEN WERTPAPIERHANDEL). GENERAL INFORMATION RELATING TO NEUER MARKT LISTING In connection with this offering, we will apply for the admission of the entirety of our issued and outstanding shares of Class B common stock to the regulated market with trading on the Neuer Markt segment of the Frankfurt Stock Exchange. We currently expect that the admission will take place on , 2000. The first day on which the offered shares of Class B common stock will be quoted on the Neuer Markt is currently anticipated to be , 2000. 163 TAXATION CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS The following discussion summarizes certain U.S. federal income tax consequences of the acquisition, ownership and disposition of common shares or ADSs, which we collectively refer to in this discussion as shares, to U.S. Holders (as defined below). The discussion is based upon provisions of the U.S. Internal Revenue Code of 1986, as amended, known as the Code, its legislative history, judicial authority, current administrative rulings and practice, and existing and proposed Treasury regulations, all as in effect and existing on the date of this prospectus. Legislative, judicial or administrative changes or interpretations may be forthcoming that could alter or modify the conclusions set forth below, possibly on a retroactive basis. This discussion assumes that any share is or will be held as a capital asset (as defined in Section 1221 of the Code) by the holders of the share. This discussion applies only to a person who is an initial holder or other beneficial owner of shares purchased pursuant to this offering and who is for U.S. federal income tax purposes - a citizen or resident of the United States, - a corporation or partnership created or organized in or under the laws of the United States, any State of the United States or the District of Columbia, - an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source, or - a trust if, in general, a court within the United States is able to exercise primary supervision over the administration of such trust and one or more U.S. persons has the authority to control all substantial decisions of such trust (a "U.S. Holder"). Non-U.S. Holders are advised to consult their own tax advisors regarding the tax considerations incident to the acquisition, ownership and disposition of shares. In addition, this discussion does not purport to deal with all aspects of U.S. federal income taxation that might be relevant to other particular holders in light of their personal investment circumstances or status, nor does it discuss the U.S. federal income tax consequences to certain types of holders that may be subject to special rules under the U.S. federal income tax laws, such as - persons owning (or treated as owning) 10% or more of the total combined voting power of FirstMark, - financial institutions, - insurance companies, - real estate investment trusts, - dealers in securities or foreign currency, - traders in securities, - tax-exempt organizations, - foreign corporations or nonresident alien individuals, - U.S. expatriates, - persons that hold shares that are a hedge against, or that are hedged against, currency risk or that are part of a straddle or conversion transaction, or - persons whose functional currency is not the U.S. dollar. 164 In addition, this discussion does not address alternative minimum tax consequences or the indirect effects on the holders of equity interests in the holder of shares. The effect of any applicable state, local or foreign tax laws is not discussed. THE FOLLOWING DISCUSSION IS FOR GENERAL INFORMATION ONLY. EACH PURCHASER IS URGED TO CONSULT WITH ITS OWN TAX ADVISORS TO DETERMINE THE IMPACT OF THE PURCHASER'S PERSONAL TAX SITUATION ON THE ANTICIPATED TAX CONSEQUENCES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF SHARES. GENERAL For purposes of the Code, holders of ADSs will be treated as the beneficial owners of the common shares represented by those ADSs. Exchanges of ADSs for the Class B common stock and Class B common stock for ADSs will be tax free for purposes of the Code. TREATMENT OF DISTRIBUTION FirstMark has not paid any dividends on its shares and does not intend to pay dividends in the foreseeable future. See "Dividend Policy". However, if you receive a dividend on shares, generally, you will be required to include such distribution (including any withholding taxes imposed on such distribution) in gross income as ordinary income to the extent such distribution is paid from the current or accumulated earnings and profits of FirstMark as determined under U.S. federal income tax principles. Distributions in excess of the earnings and profits of FirstMark generally will first be treated, for U.S. federal income tax purposes, as a nontaxable return of capital to the extent of your basis in the shares and then as gain from the sale or exchange of a capital asset. Dividends paid in euros will be includible in your income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day the dividends are received which, in the case of ADSs, will be the date the dividends are received by the depositary. If the depositary converts the euros into dollars on the day it receives them, U.S. Holders of ADSs generally should not recognize foreign currency gain or loss in respect of dividend income. Dividends received on shares by U.S. corporate shareholders will not be eligible for the corporate dividends received deduction. You will be entitled to claim a foreign tax credit with respect to income received from FirstMark only for foreign taxes (such as withholding taxes), if any, imposed on dividends paid to you, and not for taxes, if any, imposed on FirstMark or on any entity in which FirstMark has made an investment. Distributions to you from FirstMark that are treated as dividends generally will be classified as foreign source passive income (or, for U.S. Holders that are "financial service entities" as defined in the Treasury Regulations, financial service income). The rules relating to foreign tax credits are extremely complex, and you should consult your own tax advisor with regard to the availability of a foreign tax credit and the application of the foreign tax credit to your particular situation. SALE OR EXCHANGES OF THE SHARES With certain exceptions, gain or loss realized on the sale or exchange of shares will be treated as U.S. source capital gain or loss in an amount equal to the difference between your adjusted basis in the shares and the amount realized on the sale or exchange (or, if the amount realized is denominated in foreign currency, the U.S. dollar equivalent of the foreign currency determined at the spot rate on the date of sale or exchange). This capital gain or loss will be long-term capital gain or loss if you have held the shares for more than one year at the time of the sale or exchange. FOREIGN PERSONAL HOLDING COMPANY In general, if FirstMark or any of its foreign corporate subsidiaries were to be classified as a foreign personal holding company ("FPHC"), and you own or are deemed to own FirstMark's stock or 165 the stock of one of its foreign subsidiaries on the last day of its taxable year, you would be treated as receiving a dividend at the end of the taxable year of FirstMark or that subsidiary in an amount equal to your pro rata share of the undistributed foreign personal holding company income (generally, taxable income with certain adjustments) of FirstMark or that subsidiary. This income would be taxable to you as a dividend, even if no cash dividend were actually paid. You generally would not be subject to tax under these rules if you dispose of all of your shares prior to the last of day of FirstMark's taxable year. If FirstMark were treated as an FPHC, U.S. Holders who acquire shares from decedents would, in some circumstances, be denied the step-up of the income tax basis for those shares to fair market value at the date of death which would otherwise have been available and instead would have a tax basis equal to the lower of the fair market value or the decedent's basis. A foreign corporation will be classified as an FPHC if (1) five or fewer individuals, who are U.S. citizens or residents, directly or indirectly (taking into account ownership attribution rules), own more than 50% of the corporation's stock (measured either by voting power or value) (the "stockholder test") and (2) at least 60% of the corporation's gross income (regardless of source), as specifically adjusted, is from certain passive sources (the "income test"). After a corporation becomes an FPHC, the income test percentage for each subsequent taxable year is reduced to 50%. For purposes of the income test, FirstMark and each of its subsidiaries, other than subsidiaries treated for U.S. tax purposes as a branch or pass-through entity, are considered separately. Five or fewer individuals who are U.S. citizens or residents currently may be treated as owning more than 50% of the voting power of the outstanding shares of FirstMark and its foreign corporate subsidiaries for purposes of the FPHC rules, and FirstMark believes that the stockholder test may be met on a going forward basis. During its current fiscal year, FirstMark will have interest income from the temporary investment of funds from this offering and earlier private equity investments and will have only limited amounts of gross income from operations. Accordingly, FirstMark, and possibly one or more of its subsidiaries, may be an FPHC. Nevertheless, FirstMark believes that if it or any of its subsidiaries is an FPHC for the current fiscal year, its undistributed foreign personal holding company income would be small and FirstMark intends to manage its affairs and the affairs of the subsidiaries for the current fiscal year and any subsequent fiscal year in which FirstMark or any subsidiary may be an FPHC so as to attempt to avoid or minimize having income imputed to U.S. shareholders under these rules, to the extent such management of its affairs is consistent with its other business goals and commitments. PASSIVE FOREIGN INVESTMENT COMPANY In general, FirstMark will be a "passive foreign investment company" ("PFIC") if either (1) 75% or more of its gross income constitutes "passive income," or (2) 50% or more of the average value (for the current year, tax basis) of its assets produce passive income or are held for the production of passive income. Passive income generally includes, among other things, dividends, interest, certain rents and royalties and any gain from the sale or exchange of property that produces any of these types of income or that produce no income and net gains from certain commodity and foreign currency transactions. The Internal Revenue Service takes the position that cash and cash equivalents, including the working capital of an operating business, are passive assets. For purposes of these tests, if FirstMark owns at least 25% by value of the stock of another corporation, it is considered to have directly received its proportionate share of the gross income of the other corporation and to directly own its proportionate share of the assets of the other corporation. FirstMark intends to manage its affairs and the affairs of its subsidiaries so as to avoid or minimize the chances that FirstMark will be classified as a PFIC following this offering, to the extent consistent with its other business goals and commitments. However, because FirstMark will not immediately invest the funds from this offering in active assets and it is likely not eligible for a special exception for "start-up" companies, it is possible 166 (depending on the rate of utilization of those funds) that FirstMark will be a PFIC for the current fiscal year. If FirstMark becomes a PFIC for any taxable year, you (whether you own shares directly or indirectly) may be subject to reporting requirements and a special tax and interest charge upon a sale or other disposition of those shares, or upon the receipt of certain distributions from FirstMark, unless you elect to include in your income your pro rata share of the ordinary earnings and net capital gain of FirstMark or, under some circumstances, on the difference between the fair market value and the adjusted basis of such shares as described below. In addition, if FirstMark is or becomes a PFIC for any taxable year in your holding period, it generally will remain a PFIC for all subsequent taxable years with respect to you if you do not make a timely QEF election, discussed below. The special tax is computed by assuming that the gain, if any, with respect to the shares was earned ratably over each day in your period of ownership (or certain portions thereof). The portion allocable to the taxable year of the disposition is taxed as ordinary income. The portion allocable to each taxable year prior to the taxable year of the disposition (with certain exceptions) is taxed as ordinary income at the maximum marginal tax rate applicable for each such taxable year. An interest charge is imposed on the amount of the special tax in each such prior year that is deemed to arise from the allocation of the gain to such prior year and is charged at the applicable rates imposed on underpayments of U.S. federal income tax for the period commencing on the due date of the tax return for each prior period and ending on the due date of the tax return for the year of the gain. These rules would also apply to the receipt of an "excess distribution" with respect to shares. In general, a shareholder of a PFIC is treated as having received an excess distribution to the extent that the amount of the distribution is more than 125% of the average annual distributions with respect to its shares during the three preceding taxable years (or, if shorter, period during which the shareholder held the shares). If FirstMark were a PFIC, U.S. Holders who acquire shares from decedents could be denied the step-up of the income tax basis for such shares which would otherwise have been available. Under certain circumstances, a shareholder of a corporation which is a PFIC may elect to treat the PFIC as a "qualified electing fund" (a "QEF"), in which case the electing shareholder would generally not be subject to the special tax rules discussed above. Instead, the electing shareholder would include in its income each taxable year for which the corporation is a PFIC (1) as ordinary income, a pro rata share of the PFIC's ordinary earnings and (2) as long-term capital gain, a pro rata share of the PFIC's net capital gain, whether or not distributed. Moreover, FirstMark believes, based on projections, that it is unlikely that it would be a PFIC in years after the current taxable year and, as discussed above, if you make a QEF election for the current taxable year, you would not be required to include any imputed amounts in income as a result of making the election for later taxable years for which FirstMark is not a PFIC. If FirstMark determines that it is a PFIC, FirstMark will provide the requisite information to a shareholder upon reasonable request of such shareholder to enable such shareholder to make the "QEF" election. If applicable, the rules pertaining to an FPHC, discussed above, generally override those pertaining to a PFIC with respect to which a "QEF" election is in effect. As an alternative election, a mark-to-market election may be made by a U.S. person who owns marketable stock in a PFIC at the close of such person's taxable year. An electing U.S. Holder would, in general, include as ordinary income in each taxable year an amount equal to the increase, if any, in value of its shares for that year (measured at the close of the U.S. Holder's taxable year) and would be allowed a deduction for any decrease in the value of its shares for that year, but only to the extent of previously included mark-to-market income. The mark-to-market election is made with respect to marketable stock in a PFIC on a shareholder-by-shareholder basis and, once made, can only be revoked with the consent of the IRS. Under Treasury regulations published on January 25, 2000, the term "marketable stock" includes stock of a PFIC that is "regularly traded" on a qualified exchange or other 167 market. For these purposes, a class of stock is regularly traded on a qualified exchange or other market for any calendar year during which such class of stock is traded (other than in DE MINIMIS quantities) on at least 15 days during each calendar quarter. It is expected that the shares will be treated as marketable stock for these purposes, but no assurances can be given. YOU SHOULD CONSULT YOUR OWN TAX ADVISERS AS TO THE EFFECT OF THE PFIC RULES (INCLUDING THE PROPOSED REGULATIONS) ON THE OWNERSHIP, SALE OR OTHER DISPOSITION OF THE SHARES. INFORMATION REPORTING AND BACKUP WITHHOLDING In general, information reporting requirements and a 31% backup withholding tax may apply to the payment of dividends on shares and the proceeds of certain sales of shares in respect of U.S. Holders. Backup withholding will not apply if the holder (1) is a corporation or other exempt recipient or (2) complies with the applicable backup withholding requirements. Any amounts, withheld under the backup withholding rules will be allocated as a credit against such U.S. Holder's U.S. federal income tax liability and may entitle such U.S. Holder to a refund, provided the required information is furnished to the IRS. Treasury regulations, generally effective for payments made after December 31, 2000, modify certain of the certification requirements for backup withholding. It is possible that FirstMark and other withholding agents may request a new withholding exemption certification from holders in order to qualify for continued exemption from backup withholding under Treasury Regulations when they become effective. CERTAIN LUXEMBOURG TAX CONSIDERATIONS THE FOLLOWING DISCUSSION IS FOR GENERAL INFORMATION ONLY. EACH PURCHASER IS STRONGLY URGED TO CONSULT WITH ITS OWN TAX CONSULTANTS TO DETERMINE POSSIBLE LUXEMBOURG TAX CONSEQUENCES OF A PURCHASE OF SHARES. The following summary outlines certain Luxembourg tax consequences to persons who are nonresidents of Luxembourg and who do not have a permanent establishment in Luxembourg ("Non-Resident Holders") with respect to the ownership and disposition of shares. It does not examine tax consequences to residents or to some extent, former residents. COMMON STOCK Non-Resident Holders of shares are not liable for Luxembourg tax on capital gains on any such shares; PROVIDED, HOWEVER, that if they hold more than 25% of the share capital of FirstMark, they are subject to tax on capital gains on the disposal of shares held for not more than six months. Dividends paid on shares to Non-Resident Holders are subject to a withholding tax of 25%. Under certain circumstances, European Union Non-Resident Holders may benefit from an exemption of withholding tax. Reductions of the withholding rate may also be provided by tax treaties. In the case of the current treaty between Luxembourg and the United States, the withholding tax is reduced to 7.5% or less, and in the new proposed treaty the rate will be reduced to 15% or less, PROVIDED that the holder is entitled to claim treaty benefits. A non-resident holder of shares is not liable to inheritance tax except if the deceased holder was a resident of Luxembourg at the time of death. The issuance of shares will trigger the levy of a capital duty payable by FirstMark of 1% of the subscription price. 168 UNDERWRITERS Under the terms and subject to the conditions contained in the U.S. underwriting agreement dated , 2000, each U.S. underwriter named below, for whom Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc. are serving as representatives, has severally agreed to purchase, and FirstMark has agreed to sell to them, the number of shares indicated in the table below:
NUMBER OF NAME SHARES - ---- --------- Morgan Stanley & Co. Incorporated........................... Salomon Smith Barney Inc.................................... -------- Total................................................... ========
The U.S. underwriting agreement provides that the obligations of the several U.S. underwriters to pay for and accept delivery of the shares offered by this prospectus are subject to certain conditions, including the conditions that no stop order suspending the effectiveness of the registration statement is in effect and no proceedings for such purpose are pending before or threatened by the Securities and Exchange Commission and that there has been no material adverse change or any development involving a prospective material adverse change in the condition, financial or otherwise, or in the earnings, business or operations of FirstMark and its subsidiaries, taken as a whole, from that set forth in the registration statement. The U.S. underwriters are obligated to take and pay for all of the shares offered by this prospectus, other than those covered by the over-allotment option described below, if any shares are taken. Pursuant to the U.S. underwriting agreement, FirstMark has granted to the U.S. underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of shares, which may be in the form of shares or ADSs, at the initial public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The U.S. underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares and ADSs offered by this prospectus. To the extent the underwriters exercise this option, each U.S. underwriter will become obligated, subject to conditions, to purchase approximately the same percentage of such additional shares as the number listed next to the U.S. underwriter's name in the preceding table bears to the total number of shares offered by the U.S. underwriters by this prospectus. FirstMark has also entered into an international underwriting agreement with ABN AMRO Rothschild, Morgan Stanley & Co. International Limited and Salomon Brothers International Limited, as representatives of the international underwriters named in the international underwriting agreement, providing for the offering and sale of shares in connection with the international offering. The lead managers for the international offering are ABN AMRO Rothschild, Morgan Stanley & Co. International Limited and Salomon Brothers International Limited. FirstMark has granted to the international underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional shares solely for the purpose of covering over-allotments, if any. Morgan Stanley & Co. International Limited and ABN AMRO Rothschild are acting as joint global coordinators for FirstMark in connection with the combined U.S. and international offering. To provide for the coordination of their activities, the U.S. underwriters and the international underwriters have entered into an intersyndicate agreement which provides, among other things, that the U.S. underwriters and the international underwriters may purchase and sell among each other such 169 number of shares as is mutually agreed upon among the U.S. representatives and the international representatives. To the extent there are sales among the U.S. underwriters and the international underwriters pursuant to the intersyndicate agreement, the number of shares or ADSs initially available for sale by the U.S. underwriters and the number of shares initially available for sale by the international underwriters may be more or less than the numbers appearing on the cover page of this prospectus. Except as permitted by the intersyndicate agreement, the price of any ADSs or shares so sold will be the initial public offering price, less an amount not greater than the selling concession. Pursuant to the intersyndicate agreement, as part of the distribution of the ADSs and shares the U.S. underwriters will offer and sell ADSs and shares, directly or indirectly, only in the United States and Canada and the international underwriters will offer and sell shares, directly or indirectly, only outside the United States and Canada and to institutional and retail investors in Germany. For these purposes, an offer or sale is considered to be made in a country if it is made to any individual resident in such country or to any corporation, partnership, pension, profit-sharing or other trust or other entity, including any such entity constituting an investment advisor acting with discretionary authority, whose office most directly involved with the purchase is located in such country. "United States" means the United States of America, its territories, its possessions and all areas subject to its jurisdiction. This prospectus may be used by the U.S. underwriters and dealers in connection with offers and sales of the ADSs and shares in the United States and Canada. No action has been or will be taken in any jurisdiction by FirstMark or any underwriter that would permit an offering to the general public of the shares offered by this prospectus in any jurisdiction other than the United States and Germany. Shares and ADSs sold by the U.S. underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares or ADSs sold by the U.S. underwriters to securities dealers may be sold at a discount of up to [EURO] per share or $ per ADS from the initial public offering price. Any such securities dealers may resell any share purchased from the U.S. underwriters to certain other brokers or dealers at a discount of up to [EURO] per share or $ per ADS from the initial public offering price. If all the shares or ADSs are not sold at the initial public offering price, the U.S. representatives may change the offering price and the other selling terms. The U.S. underwriters have informed FirstMark that they do not intend sales to discretionary accounts to exceed five percent of the total number of shares offered by them. The following table shows the per share price to the public, the total underwriting discounts and commissions to be paid to the U.S. underwriters by FirstMark, and the total proceeds to FirstMark if the U.S. underwriters' over-allotment option is exercised in full:
U.S. DOLLARS* EURO ------------- -------- Per share price to the public........................... Total U.S. underwriters discounts and commissions....... Total proceeds to FirstMark.............................
- ------------------------ * translated at an exchange rate of [EURO]1.00=$ . FirstMark has agreed with the U.S. underwriters that, without the prior written consent of the global coordinators, it will not, during the period ending 180 days after the date of this prospectus: - offer, pledge, sell, contract to sell any option or contract to purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares or ADSs of FirstMark or any securities convertible into or exercisable or exchangeable for such shares or ADSs, or 170 - enter into any swap or other arrangement that transfers to another, in whole or in part, the economic consequences of ownership of the shares, whether any such transaction described above is to be settled by delivery of shares or other such securities, in cash or otherwise. These restrictions do not apply to shares issued in this offering or pursuant to our existing share option plan and employment arrangements. In order to facilitate the offering of the shares, the U.S. and/or international underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the shares. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreements, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. As an additional means of facilitating the offering, the underwriters may bid for, and purchase, shares in the open market to stabilize the price of the shares. The underwriting syndicate may also reclaim selling concessions allowed to an underwriter or a dealer for distributing the shares in the offering, if the syndicate repurchases previously distributed shares to cover syndicate short positions or to stabilize the price of the shares. These activities may raise or maintain the market price of the shares above independent market levels or prevent or retard a decline in the market price of the shares. The underwriters are not required to engage in these activities, and may end any of these activities at any time. FirstMark estimates that its share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $ million. Morgan Stanley Dean Witter Capital Partners IV, L.P. and certain other funds affiliated with Morgan Stanley & Co. Incorporated, hold shares of Class A common stock or 8.5% of FirstMark. Application has been made for the listing of the shares on the Neuer Markt segment of the Frankfurt Stock Exchange under the symbol " ", and for quotation of the ADSs on the Nasdaq National Market under the symbol "FMRK". From time to time in the ordinary course of their respective businesses, one or more of the U.S. underwriters and their affiliates may engage in the future in commercial and/or investment banking transactions with us and our affiliates. FirstMark and the U.S. underwriters have agreed to indemnify each other against some liabilities, including liabilities under the Securities Act. PRICING OF THE OFFERING Prior to the offering, there will be no public market for the shares. The initial public offering price will be determined by negotiations between FirstMark and the U.S. and international underwriters. Among the factors that will be considered in determining the initial public offering price are the future prospects of FirstMark and its industry in general, sales, earnings and certain other financial and operating information of FirstMark in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to those of FirstMark. 171 VALIDITY OF SECURITIES Arendt & Medernach, our Luxembourg counsel, will pass upon the validity of the shares. Fried, Frank, Harris, Shriver & Jacobson, our U.S. counsel, will pass upon certain legal matters. Sullivan & Cromwell, U.S. counsel for the underwriters, will pass upon the validity of the ADSs, and Elvinger, Hoss & Prussen, Luxembourg counsel for the underwriters, will pass upon certain legal matters. A partnership in which partners of Fried, Frank, Harris, Shriver & Jacobson are partners is a shareholder of the company and FirstMark Communications International. EXPERTS The consolidated financial statements of FirstMark and subsidiaries as of December 31, 1998 and 1999 and for the period ended December 31, 1998 and the year ended December 31, 1999 included herein and in the registration statement have been audited by Arthur Andersen, independent public accountants as indicated in their reports with respect thereto and are included herein, in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. The consolidated financial statements of LambdaNet Communications GmbH as of November 15, 1999 and for the period from April 21, 1999 (Date of inception) to November 15, 1999 included herein and in the registration statement have been audited by Arthur Andersen, independent public accountants as indicated in their reports with respect thereto and are included herein, in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. WHERE YOU CAN FIND MORE INFORMATION We are subject to the reporting requirements of the Securities Exchange Act of 1934 and, accordingly, file annual and quarterly and other information with the United States Securities and Exchange Commission. We are also subject to the Exchange Act rules regarding the content and furnishing of proxy statements to shareholders. You may read and copy at prescribed rates any reports, statements and other information we file at the Commission's public reference rooms located at: Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. You may also obtain information about us from the following regional offices of the Commission: 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New York 10048. Please call 1-800-SEC-0330 in the United States for further information on the public reference rooms. Our filings will also be available to the public from commercial document retrieval services and at the web site maintained by the Commission at http://www.sec.gov. When the ADSs begin trading on the Nasdaq National Market, copies of the information we file with the Commission may also be read at the offices of the National Association of Securities Dealers at 1735 K Street, N.W., Washington, D.C. 20006. We have agreed to furnish copies of these reports to the depositary promptly after they have been filed with the Commission. Our financial statements included in such reports will be prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP for short, will express all amounts in euro and will also indicate the appropriate amounts in United States dollars in accordance with the rules of the Commission. We have filed a registration statement on Form S-1 to register with the Commission the shares and ADSs being offered by this prospectus. This prospectus is part of that registration statement. As allowed by the Commission's rules, this prospectus does not contain all of the information you can find in the registration statement or the exhibits to the registration statement. You should read the registration statement for further information with respect to the shares and ADSs. 172 SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES We are a Luxembourg company and substantially all of our assets are located outside the United States. In addition, certain members of our management and board of directors are residents of countries other than the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce in the United States against such persons or us judgments of courts of the United States predicated upon civil liabilities under the United States federal securities laws. We have been advised by our Luxembourg counsel, Arendt & Medernach, that since there is no treaty between the United States and Luxembourg providing for the reciprocal recognition and enforcement of judgments, United States judgments are not enforceable in Luxembourg. However, a final judgment for the payment of money obtained in a United States court, which is not subject to appeal or any other means of contestation and is enforceable in the United States, would in principle be upheld by a Luxembourg court of competent jurisdiction when asked to render a judgment in accordance with such final judgment by a United States court, without substantive re-examination of the merits of the subject matter thereof; provided that such judgment has been rendered by a court of competent jurisdiction, in accordance with rules of proper procedure, that it has not been rendered in proceedings of a penal or revenue nature and that its content and possible enforcement are not contrary to public policy or public order of Luxembourg. Notwithstanding the foregoing, there can be no assurance that United States investors will be able to enforce against us, or members of our management or board of directors or certain experts named herein who are residents of Luxembourg or other countries outside the United States, any judgments in civil and commercial matters, including judgments under the federal securities laws. In addition, there is doubt as to whether a Luxembourg court would impose civil liability on us or on the members of our management or board of directors in an original action predicated solely upon the federal securities laws of the United States brought in a court of competent jurisdiction in Luxembourg against us or such members. INFORMATION REQUIRED FOR LISTING ON THE NEUER MARKT SEGMENT OF THE FRANKFURT STOCK EXCHANGE CAPITAL EXPENDITURES AND INVESTMENTS We invested approximately $2.5 million from our inception on July 8, 1998 to December 31, 1999 in equipment and office related equipment. During the first quarter of 2000, we invested approximately $15.0 primarily in the initial roll out of our German fiber optic backbone network. Future expenditures are expected to cover completion of the fiber optic backbone network in Germany and costs relating to establishing wireless local loop and DSL services in Germany, completion of our planned fiber optic backbone networks in France and Spain and establishing wireless local loop services in Spain, France, Switzerland, Portugal and Finland. We believe that the net proceeds of this offering, together with cash on hand and anticipated future debt financings, will be sufficient to finance the deployment of these parts of our broadband internet network, fund operating losses and meet our capital needs until the end of 2001. 173 SUBSIDIARY INFORMATION The following is a chart showing the subsidiaries or affiliates in which we own, directly or indirectly, shares with a book value that amounts to at least 10% of our stated capital or contributes to at least 10% of our net income. AS OF DECEMBER 31, 1999
SUBSCRIBED AND PAID IN NAME OF SUBSIDIARY--REGISTERED SEAT COUNTRY CURRENCY OWNERSHIP BOOK VALUE CAPITAL NET LOSS - ----------------------------------- -------- -------- --------- ---------- ----------- ---------- (EURO) LambdaNet Communications GmbH, Hannover..................... Germany euro 80% 25,578,186 32,025,200 (6,447,014)
ADDITIONAL CORPORATE INFORMATION FORMATION AND PURPOSE The company was incorporated under the name FirstMark Communications Europe S.C.A. on July 8, 1998 under the laws of the Grand-Duchy of Luxembourg as a "SOCIETE EN COMMANDITE PAR ACTIONS", which is a legal partnership that includes a general partner, who assumes an unlimited liability (FirstMark Communications International II LLC) and limited partners (FirstMark Communications International LLC), who assume limited liability. On January 19, 2000, the company was converted into a "SOCIETE ANONYME" and changed its name to FirstMark Communications Europe S. A. When the Company was converted into a "SOCIETE ANONYME" the general partner was removed and the limited partners continued to hold their shares. The company has its seat in Luxembourg and is registered in the Luxembourg commercial register under number R.C.B. 65 610. The Company is governed by Luxembourg law. Pursuant to Article 3 of its articles of association, the company's objectives are: "The Company shall have as its business purpose the holding of participations, in any form whatsoever, in Luxembourg companies and foreign companies, the acquisition by purchase, subscription, or in any other manner as well as the transfer by sale, exchange or otherwise of stock, bonds, debentures, notes and other securities of any kind, and the ownership, administration, development and management of its portfolio. The Company may carry on directly any commercial, industrial and financial activity or maintain a commercial establishment open to the public. The Company may participate in the establishment and development of any financial, industrial or commercial enterprises in Luxembourg and abroad and may render them every assistance whether by ways of loans, guarantees or otherwise. The Company may borrow in any form and proceed to the issuance of bonds. The Company may further guarantee, grant loans or otherwise assist the companies in which it holds a direct or indirect participation or which form part of the same group of companies as the Company. In general, it may take any controlling and supervisory measures and carry out any operation which the Company may deem useful for the accomplishment and development of its purposes. The duration of the Company is not limited to a specific time period. The Company can be dissolved by resolution of the General Shareholders' Meeting, if the special requirements under Luxembourg law for amendments of the Articles of Association are met." The fiscal year of the company runs from January 1 to December 31 of each year. 174 DEVELOPMENT OF SHARE CAPITAL SINCE INCORPORATION Since our formation on July 8, 1998, we have issued and sold the following unregistered securities: On July 8, 1998, we were formed as FirstMark Communications Europe SCA, a legal partnership with a capital of $40,000 consisting of 1 registered unlimited liability share, par value $1,000, issued to FirstMark Communications International II LLC and 39 registered limited liability shares, par value of $1,000, issued to FirstMark Communications International LLC. On May 21, 1999, we replaced 1 registered unlimited liability share, par value $1,000 issued to FirstMark Communications International II LLC with 1 registered unlimited liability share, par value $1.50. We also replaced 39 registered limited liability shares, par value of $1,000, issued to FirstMark Communications International LLC with 26,000 shares of common stock, par value $1.50 per share, and further increased its share capital by the issuance of 64,000 shares of common stock, par value $1.50 per share, to FirstMark Communications International LLC. On May 21, 1999, pursuant to a subscription agreement, we agreed to issue an aggregate of 10,015 shares of Series A convertible preferred stock, par value $1.50 per share, to a private investor. Under the subscription agreement, we issued to the investor 10,000 shares of Series A convertible preferred stock. In August and October 1999, we issued the remaining 15 shares of Series A convertible preferred stock to the investor on January 19, 2000. On January 24, 2000, in connection with a credit facilities agreement between the registrant and ABN AMRO Ventures B.V., we issued 1,198 share of Series E convertible preferred stock, par value $1.50 per share, to ABN AMRO Ventures B.V. On January 24, 2000, pursuant to a subscription agreement, we issued 2,272 shares of Series B convertible preferred stock, par value $1.50 per share, to a private investor. On January 24, 2000, pursuant to a private investor's exercise of its preemptive rights under the registrant's stockholders agreement, we issued 253 shares of Series B convertible preferred stock, par value $1.50 per share, and 1,106 shares of Series C convertible preferred stock, par value $1.50 per share. On January 24, 2000, pursuant to a contribution agreement, we issued 9,937 shares of Series C convertible preferred stock, par value $1.50 per share, to FirstMark Fiber Holdings LLC in exchange for FirstMark Fiber Holdings LLC's 80% ownership interest in LambdaNet Communications GmbH. On April 7, 2000, pursuant to a subscription agreement, the registrant issued 10,392 shares of Series F-1 convertible preferred stock, par value $1.50 per share, to ABN AMRO Ventures B.V. On June 15, 2000, we repurchased these shares as described below. On April 27, 2000, we issued 383 shares of Series E convertible preferred stock, par value $1.50 per share, to ABN AMRO Ventures B.V. For a limited time, we have a call right to acquire all 383 shares of Series E convertible preferred stock at an exercise price of $1.50 per share. In connection with the issuance of shares of Series E convertible preferred stock, we exercised this call right as described below. On June 15, 2000, we repurchased these shares as described below. One June 15, 2000, pursuant to a sale and transfer agreement with ABN AMRO Ventures B.V., we repurchased 10,392 shares of Series F-1 convertible preferred stock, par value $1.50 per share, belonging to ABN AMRO Ventures B.V. and 383 shares of Series E convertible preferred stock, par value $1.50 per share. These shares were subsequently reissued pursuant to a subscription agreement with certain private investors. On June 15 and July 18, 2000, pursuant to a subscription agreement, we issued 96,000 shares of Series F convertible preferred stock, par value $1.50 per share, and 24,000 shares of Series F-2 convertible preferred stock, par value $1.50 per share, to a group of private investors. 175 On June 15, 2000, pursuant to a contribution agreement, we issued 466 shares of common stock, par value $1.50 per share, to FirstMark Communications International LLC. On June 26, 2000, pursuant to a letter agreement, we committed and became obligated to issue, subject to certain adjustments contained in the letter, approximately 541 shares of common stock, par value $1.50 per share, to Audiocom S.A. Immediately prior to this offering we had no shares of Class B common stock outstanding, so that following the issue of new shares of Class B common stock in this offering, we will have shares of Class B common stock issued and outstanding and another shares of Class B common stock authorized, but not issued. Immediately prior to this offering we had shares of Class A common stock outstanding and another shares of Class A common stock authorized, but not issued. Immediately prior to this offering we had shares of non-voting junior preferred stock outstanding and another shares of non-voting junior preferred stock authorized, but not issued. RECENT DEVELOPMENTS AND OUTLOOK From our inception in July 1998 until March 31, 2000 we have earned total sales revenues of $2.5 million and grown into a company with over 160 full time employees. The first three months of 2000 reflected the substantial growth we have undergone since inception. We anticipate revenues for 2000 to be significantly higher than 1999 as a result of capacity sales and co-location services on our fiber optic backbone network in Germany. We expect to generate most of our revenue for the next 12 months by offering end-to-end "clear-bandwidth" and co-location services to alternative operators and internet service providers for hosting and transport of data, voice, video and internet services. Most of our revenue will be derived initially from our fiber optic backbone network in Germany. As we expand services in Germany and in other countries, we expect to generate revenue from a variety of other services, such as broadband access via wireless local loop and DSL. We anticipate cost of sales to be significantly higher as we generate additional sales. Cost of sales will primarily consist of the cost of leased lines, the cost to interconnect and terminate traffic with other network providers and the rental cost of the points of presence. We are likely to need to incur expenditures for co-location space, leased lines for DSL services and various telecommunications equipment in advance of sales generated from these activities. We recently started our operations with the opening of our fiber optic backbone network in Germany in January 2000, and wireless local loop services in Germany and Luxembourg in May 2000 and in Portugal in July 2000. Our planned rapid expansion of operations will place a significant strain on our management, financial and other resources. Our ability to manage its expansion effectively will depend upon, among other things, monitoring operations, controlling costs, maintaining regulatory compliance, maintaining effective quality controls, significantly expanding our internal management, technical, information and accounting systems, and attracting, assimilating and retaining qualified management and technical personnel. If we are unable to hire and retain staff, expand our facilities, purchase adequate supplies of equipment and deploy and maintain efficient management information systems, customers could experience delays in connection of service and/or of lower level of customer service. Failure to meet the demands of our customers and to manage the expansion of our business and operations would have a material adverse effect on our business, financial condition and results of operations. For further information on some of the risk to our business, see the "Risk Factors" section of this prospectus. 176 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE -------- UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2000: Consolidated Balance Sheets................................. F-2 Consolidated Statements of Profit and Loss.................. F-4 Consolidated Statements of Changes in Shareholders' Equity.................................................... F-5 Consolidated Statements of Cash Flows....................... F-6 Notes to Unaudited Consolidated Financial Statements........ F-7 AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE PERIOD FROM JULY 8, 1998 (DATE OF INCEPTION) TO DECEMBER 31, 1998: Report of Independent Auditors.............................. F-16 Consolidated Balance Sheets................................. F-17 Consolidated Statements of Profit and Loss.................. F-19 Consolidated Statements of Changes in Stockholders' Equity.................................................... F-20 Consolidated Statements of Cash Flows....................... F-21 Notes to Audited Consolidated Financial Statements.......... F-22 AUDITED FINANCIAL STATEMENTS OF LAMBDANET COMMUNICATIONS GMBH FOR THE PERIOD FROM APRIL 21, 1999 (DATE OF INCEPTION) TO NOVEMBER 15, 1999 Report of Independent Auditors.............................. F-49 Balance Sheet............................................... F-50 Statement of Profit and Loss................................ F-52 Statement of Change in Equity............................... F-53 Statement of Cash Flows..................................... F-54 Notes to the Audited Financial Statements of LambdaNet...... F-55
F-1 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2000 AND DECEMBER 31, 1999
MARCH 31, 2000 DECEMBER 31, NOTES (UNAUDITED) 1999 -------- ------------ ------------ US$ US$ ASSETS CURRENT ASSETS: Cash and cash equivalents................................. 17,887,816 20,886,790 Accounts receivable-- Trade, net of allowance of $29,451 and nil respectively.......................................... 2,068,459 68,759 From affiliated companies............................... 3,776,436 553,078 Other................................................... 9,831,373 7,838,804 ------------ ----------- 15,676,268 8,460,641 Deferred costs............................................ 5 5,972,675 -- Prepaid expenses and other current assets................. 2,032,451 799,728 ------------ ----------- TOTAL CURRENT ASSETS.................................... 41,569,210 30,147,159 ------------ ----------- PROPERTY AND EQUIPMENT, AT COST............................. 37,046,323 35,339,456 Less--accumulated depreciation............................ (1,549,350) (690,894) ------------ ----------- 35,496,973 34,648,562 ------------ ----------- INTANGIBLE ASSETS, AT COST: Goodwill.................................................. 4 76,154,757 73,275,606 Licenses.................................................. 4 113,294,443 6,219,407 GasLINE Agreement......................................... 11,517,201 11,517,201 Other..................................................... 5,496,091 1,398,851 ------------ ----------- 206,462,492 92,411,065 Less--accumulated amortization............................ (3,835,979) (1,366,766) ------------ ----------- 202,626,513 91,044,299 ------------ ----------- INVESTMENTS Affiliated companies...................................... -- 4,264 ------------ ----------- -- 4,264 ------------ ----------- TOTAL ASSETS................................................ 279,692,696 155,844,284 ============ =========== The accompanying notes are an integral part of these financial statements.
F-2 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) AS OF MARCH 31, 2000 AND DECEMBER 31, 1999
MARCH 31, 2000 DECEMBER 31, NOTES (UNAUDITED) 1999 -------- ------------ ------------ US$ US$ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable-- Trade................................................... 4 125,784,348 8,548,689 Other................................................... 9,424,727 3,612,361 ------------ ----------- 135,209,075 12,161,050 Accrued liabilities....................................... 7,792,680 5,946,099 Short term debt........................................... 5 15,000,000 -- Long term debt maturing within one year................... -- 225,034 ------------ ----------- 158,001,755 18,332,183 LONG TERM LIABILITIES: Long term debt and financing.............................. 5 26,381,140 27,729,828 Advances from stockholders................................ 2,581,587 2,607,903 ------------ ----------- 28,962,727 30,337,731 ------------ ----------- TOTAL LIABILITIES....................................... 186,964,482 48,669,914 ------------ ----------- MINORITY INTEREST........................................... 5,168,172 7,460,255 ------------ ----------- COMMITMENTS AND CONTINGENCIES............................... 6 STOCKHOLDERS' EQUITY: Common stock (110,001 shares authorized, 90,001 shares issued with par value of $1.50)......................... 135,002 135,002 Preferred convertible Series A stock (10,100 shares authorized, 10,015 shares issued with par value of $1.50).................................................. 15,023 15,000 Preferred convertible Series B stock (2,525 shares authorized and issued with par value of $1.50).......... 3,788 -- Preferred convertible Series C stock (11,043 shares authorized and issued with par value of $1.50).......... 16,564 14,905 Preferred convertible Series E stock (1,198 shares authorized and issued with par value of $1.50).......... 1,797 -- Additional paid-in capital................................ 154,161,423 140,127,144 Accumulated deficit....................................... (60,203,354) (31,237,293) Deferred compensation cost................................ (5,910,904) (9,149,630) Accumulated other comprehensive loss...................... (659,297) (191,013) ------------ ----------- TOTAL STOCKHOLDERS' EQUITY.............................. 87,560,042 99,714,115 ------------ ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.............. 279,692,696 155,844,284 ============ ===========
The accompanying notes are an integral part of these financial statements. F-3 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF PROFIT AND LOSS FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
THREE MONTHS ENDED THREE MONTHS ENDED MARCH 31, 2000 MARCH 31, 1999 NOTES (UNAUDITED) (UNAUDITED) -------- ------------------ ------------------ US$ US$ Revenue............................................. 2,518,752 -- Cost of revenue..................................... (1,277,081) -- ----------- ---------- Gross margin........................................ 1,241,671 -- Selling, general and administrative expenses........ (27,163,922) (1,189,839) License acquisition costs........................... (298,568) -- ----------- ---------- Operating loss.................................... (26,220,819) (1,189,839) ----------- ---------- Interest expense and other.......................... (3,306,078) -- Interest income and other........................... 29,651 -- Exchange loss, net.................................. (288,268) -- Equity in net loss of affiliates.................... (1,872,883) -- ----------- ---------- Loss before income taxes.......................... (31,658,397) (1,189,839) ----------- ---------- Income taxes........................................ (1,945) -- ----------- ---------- Loss after income taxes............................. (31,660,342) (1,189,839) Minority interest................................... 597,734 -- ----------- ---------- Net loss.......................................... (31,062,608) (1,189,839) =========== ========== Weighted average number of shares outstanding during the period............................... 90,001 90,001 Basic and diluted loss per common share........... (345) (13)
The accompanying notes are an integral part of these financial statements. F-4 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD ENDED MARCH 31, 2000
NUMBER OF NUMBER OF PREFERRED ADDITIONAL COMMON SHARES CONVERTIBLE SHARES COMMON PREFERRED PAID IN DEFERRED OUTSTANDING OUTSTANDING STOCK STOCK CAPITAL COMPENSATION --------------- ------------------- -------- --------- ----------- ------------ US$ US$ US$ US$ Balance as of December 31, 1999..................... 90,001 19,937 135,002 29,905 140,127,144 (9,149,630) Stock issuance of January 24, 2000: Convertible preferred Series A stock............................... 15 23 Convertible perferred Series B stock............................... 2,525 3,788 5,584,060 Convertible preferred Series C stock............................... 1,106 1,659 2,568,140 Convertible preferred Series E stock............................... 1,198 1,797 5,988,203 Exchange of stock options............... (106,124) Gain arising on stock issuance by French subsidiary............................ Amortization of compensation cost....... 3,238,726 Charge to equity........................ Comprehensive loss --loss for the period................. --other comprehensive loss............ - Currency translation adjustment..... Total comprehensive loss................ ------ ------ ------- ------ ----------- ----------- Balance as of March 31, 2000 (Unaudited)........................... 90,001 24,781 135,002 37,172 154,161,423 (5,910,904) ====== ====== ======= ====== =========== =========== ACCUMULATED OTHER ACCUMULATED COMPREHENSIVE DEFICIT LOSS TOTAL ----------- ------------- ----------- US$ US$ US$ Balance as of December 31, 1999..................... (31,237,293) (191,013) 99,714,115 Stock issuance of January 24, 2000: Convertible preferred Series A stock............................... 23 Convertible perferred Series B stock............................... 5,587,848 Convertible preferred Series C stock............................... 2,569,799 Convertible preferred Series E stock............................... 5,990,000 Exchange of stock options............... (106,124) Gain arising on stock issuance by French subsidiary............................ 2,139,892 2,139,892 Amortization of compensation cost....... 3,238,726 Charge to equity........................ (43,345) (43,345) Comprehensive loss --loss for the period................. (31,062,608) (31,062,608) --other comprehensive loss............ - Currency translation adjustment..... (468,284) (468,284) Total comprehensive loss................ (31,530,892) ----------- ---------- ----------- Balance as of March 31, 2000 (Unaudited)........................... (60,203,354) (659,297) 87,560,042 =========== ========== ===========
The accompanying notes are an integral part of these financial statements. F-5 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
THREE MONTHS THREE MONTHS ENDED ENDED MARCH 31, MARCH 31, 2000 1999 NOTES (UNAUDITED) (UNAUDITED) -------- ------------ ------------ US$ US$ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss.................................................. (31,062,608) (1,189,839) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization........................... 3,413,637 8,273 Provision for losses on accounts receivable............. 29,451 -- Non cash compensation costs............................. 3,238,726 -- Loss applicable to minority interest.................... (597,734) -- Equity in net loss of affiliates........................ 1,872,883 -- Gain on stock issuance by French subsidiary............. 2,139,892 -- Charge to equity........................................ (43,345) -- Changes in operating assets and liabilities-- --(Increase) in accounts receivable..................... (7,245,078) -- --(Increase) in prepaid expenses and other current assets................................................ (1,217,195) -- --Increase in accounts payable.......................... 6,153,230 158,802 --Increase in accrued liabilities....................... 1,846,581 -- ----------- ---------- Net cash used in operating activities................. (21,471,560) (1,022,764) ----------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment........................ (14,965,591) (18,462) Purchase of licenses and other intangible assets.......... (1,856,541) -- ----------- ---------- Net cash used in investing activities................. (16,822,132) (18,462) ----------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of share capital................... 8,159,466 -- Proceeds from short-term debt............................. 15,000,000 -- Proceeds from long-term debt.............................. 11,463,600 -- Proceeds from long-term debt from stockholders............ -- 1,067,368 ----------- ---------- Net cash provided by financing activities............. 34,623,066 1,067,368 ----------- ---------- (Decrease) Increase in cash and cash equivalents.......... (3,670,626) 26,142 Effect of exchange rate changes on cash................... 671,652 -- Cash and cash equivalents at beginning of the period...... 20,886,790 265,378 ----------- ---------- Cash and cash equivalents at end of the period........ 17,887,816 291,520 =========== ========== Supplemental disclosure of cash flow information: Cash paid for interest.................................... 104,577 -- Cash paid for income taxes................................ -- --
The accompanying notes are an integral part of these financial statements. F-6 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2000 1. ORGANIZATION FirstMark Communications Europe S.A. (the "Company" or "FirstMark") was incorporated on July 8, 1998 under the laws of the Grand-Duchy of Luxembourg under the name FirstMark Communications Europe S.C.A. as a "Societe en Commandite par Actions". On January 19, 2000 the Company was converted into a "Societe Anonyme" and changed its name to FirstMark Communications Europe S.A. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The interim consolidated financial statements of FirstMark Communications Europe S.A. and subsidiaries (the "Group" or the "Company") are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States and Securities and Exchange Commission ("SEC") regulations for interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements reflect all adjustments (of a normal and recurring nature) which are necessary to present fairly the financial position, results of operations and cash flows for the interim periods. The financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 1999 and 1998 presented elsewhere in this prospectus. The results for the three month period ended March 31, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. Until December 31, 1999, the Group qualified as a development stage company and presented its financial statements as such. Since January 2000, the Group has generated sufficient revenues to no longer qualify as a development stage company as of March 31, 2000. The Group mainly operates in one reportable industry segment, telecommunications services throughout Europe. RECENT ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities," which has been subsequently amended by SFAS No. 137 and SFAS No. 138. This statement establishes accounting and reporting standards for derivatives and derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows of a forecasted transaction, or (c) a hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available-for-sale security, or a foreign-currency-denominated forecasted transaction. The adoption of this standard is effective for the first quarter of our fiscal year ending December 31, 2001. We have not yet completed our analysis of this new accounting standard and, therefore, have not determined whether this standard will have a material effect on our financial statements. In December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101). SAB 101 outlines the F-7 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF MARCH 31, 2000 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) SEC's views on applying generally accepted accounting principles to revenue recognition in financial statements. Specifically, the bulletin provides both general and specific guidance as to the periods in which companies should recognize revenues. In addition, SAB 101 also highlights factors to be considered when determining whether to recognize revenues on a gross or net basis. The Group believes that its policies in regards to the recognition of revenues are in compliance with SAB 101. 3. EARNINGS (LOSS) PER COMMON SHARE Earnings (Loss) per common share are comprised as follows:
THREE MONTHS THREE MONTHS ENDED MARCH 31, ENDED MARCH 31, 2000 1999 --------------- --------------- Net loss....................................... $(31,062,608) $(1,189,839) ============ =========== Weighted average number of shares outstanding during the period............................ 90,001 90,001 ============ =========== Weighted average number of diluted shares outstanding during the period................ 90,001 90,001 ============ =========== Basic and diluted loss per common share........ $ (345) $ (13) ============ ===========
As of March 31, 2000, the Group had 9,725 stock options (1999--nil) on the Company's share capital and 3.75 percent of LambdaNet's nominal capital under the option plan, which were not included in the computation of diluted earnings per share, because to do so would have been anti-dilutive for the periods presented. 4. INVESTING ACTIVITIES In January 2000, the Company entered into a shareholders' agreement with several partners granting them equity interests in FirstMark Communications France S.ar.l., and reducing the Company's ownership from 100 percent to 34 percent. The Company recognized a gain on the dilution in the amount of $2,139,892, which was recorded in stockholders' equity as a gain arising from stock issuance by subsidiaries. Under this shareholders' agreement, the partners have the right to convert their shares of stock into the Company's common stock at the time the Company files a registration statement in the United States for an initial public offering of common stock. They also have the option under certain circumstances to exchange their shares in the French subsidiary for common equity securities of the company on a fair market value basis. LambdaNet owns a class 3 license in Germany which enables it to operate as a carriers' carrier beginning January 1, 2000. The Company started operations on January 2, 2000 and has since been generating revenues. On January 31, 2000, the Group submitted, through a joint venture, its final bid for a license in France. F-8 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF MARCH 31, 2000 4. INVESTING ACTIVITIES (CONTINUED) In February 2000, the Group purchased an additional 3.325 percent of LambdaNet previously held by an external consultant for a total cash consideration of DM 8,312,500 ($4,192,742). The excess of the purchase price over the fair value of the net identifiable assets amounts to $2,904,316 and has been recorded as goodwill. Such goodwill is amortized on a straight-line basis over a period of 15 years. In addition to the cash consideration, the seller received the right to purchase shares of common stock in FirstMark Communications Europe S.A. up to a maximum of DM 1,800,000 at a price equal to the price per share paid by third party investors in the next round of equity financing raised by the Company. This right expires on December 31, 2000. During the three month period ended March 31, 2000, the Group incorporated wholly owned subsidiaries in Finland, Italy and Denmark. As of March 31, 2000, these companies are dormant. In March 2000, the Group received, through a joint venture, a license to operate a wireless local loop service in Spain. In March 2000, the Group received, through an auction process, licenses to operate wireless local loop services in Switzerland for a total consideration of $109,970,909. These licenses are payable to the Swiss regulatory authorities by June 30, 2000. 5. FINANCIAL INSTRUMENTS Financial instruments are primarily cash and cash equivalent, time deposits, investments and accounts receivable. On March 15, 2000, the company has been granted warrants to purchase 5,066 ordinary shares of Floware Wireless Systems Ltd. a private company. The warrants are accounted for at their original cost of $nil to the Company. 6. DEBT AND FINANCING On January 19, 2000, the Group finalized a one-year $50 million convertible bridge loan facility (the "Convertible Facility") and, upon expiration of the one year period, an optional $50 million working capital facility for two years, for the initial purpose of financing the Company's expansion of its broadband wireless telecommunication network, and thereafter for the working capital requirements of the Company. Under the Convertible Facility, the Group is required to maintain certain covenants which include, among others, a limitation on the use of proceeds, a limitation on the Group's indebtedness outside of the Convertible Facility, and a limitation on the investments of the Group. In addition, the maximum Total Senior Leverage Ratio of the Group, which is defined in the Credit Facility Agreement as the ratio of the sum of the total outstanding advances from the Credit Facility and any other senior indebtedness of the Group to the total amount of contributed equity capital of the Group, must not exceed 2.50 to 1.00 at any time. The interest rate for the Convertible Facility is 15 percent per annum, compounded quarterly. The interest rate for the Working Capital Facility is LIBOR (for the advances denominated in USD or in an optional currency) or EURIBOR plus 3.5 percent (for the advances denominated in euro). F-9 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF MARCH 31, 2000 6. DEBT AND FINANCING (CONTINUED) The Company agreed to pay the lender a commitment fee of 2 percent per annum for unused funds for the Convertible Facility and a commitment fee of 1.5 percent per annum for unused funds for the Working Capital Facility. The Company has the option either to repay the loan with interest and fees in cash at any time on or before maturity, or to convert the amounts outstanding under the Convertible Facility into Series D Convertible Preferred Stock at maturity. If the Company is in default, the lender has the option to convert at any time all or any part of the loan outstanding under the Convertible Facility into Convertible Preferred Stock including interest and fees. The Company has pledged all shares of capital stock as collateral for the Convertible Facility. In addition, all shares, securities, monies or property representing a dividend or similar return of capital as well as all intercompany demand notes have been pledged to the lender. In connection with the agreement, the lender received 1,198 Series E Convertible Preferred Stock for a nominal price. The lender will be entitled to Series E Convertible Preferred Stock representing an additional 1 percent if the loan is not repaid by June 30, 2000, and Series E Convertible Preferred Stock representing a further 1 percent if the Company or an affiliate has not completed an initial public offering by December 31, 2001. Each Series E Convertible Preferred Stock has no liquidation preference as long as there are no shares of the Series D Convertible Preferred Stock issued and outstanding. If shares of Series D Convertible Preferred Stock are issued, each share of Series E Convertible Preferred Stock will then be converted into one share of Series D Convertible Preferred Stock and will therefore have a liquidation preference equal to the product of the Series D preference amount and a fraction consisting of a numerator equal to the number of shares of common stock to which a Series E Convertible Preferred Stock may be converted, and a denominator consisting of the number of shares of common stock to which Series D Convertible Preferred Stock may be converted. The fair value of the shares issued as of January 19, 2000 amounts to $5,988,203 and has been recorded as arrangement for the facility in deferred costs. This amount is amortized using the straight line method over the term of the financing. The amortization for the period ended March 31, 2000 amounts to $1,164,373 and has been recorded as interest expense. As of March 31, 2000, the Company has drawn $15,000,000 against the Convertible Facility. On January 21, 2000 the Group finalized a facility agreement of $56.3 million (euro 56 million), consisting of $46.2 million (euro 46 million) supplier guaranteed loan (the "Supplier Guaranteed Loan") and a revolving facility (the "Revolving Facility") of $10.1 million (euro 10 million). The purpose of the facility agreement is to secure the initial rollout of LambdaNet's transmission network and to finance the start-up losses. As of March 31, 2000, $11.4 million (euro 12.0 million) were drawn from this facility. Both the Supplier Guaranteed Loan and the Revolving Facility bear interest at EURIBOR plus 3.75 percent to 1.75 percent, depending on the senior debt to EBITDA ratio. The commitment fee for unused funds is 0.875 percent per annum. F-10 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF MARCH 31, 2000 6. DEBT AND FINANCING (CONTINUED) The Company has agreed to the following repayment structure for the loan, payable in two installments per year: 2002........................................................ 10.0% 2003........................................................ 15.0% 2004........................................................ 22.5% 2005........................................................ 25.0% 2006........................................................ 27.5% ------ 100.00% ======
Additionally the Company has the option to repay the supplier guaranteed loan partially or in total at the end of each interest period. The Revolving Facility is to be fully repaid at the end of 2006. 7. RELATED PARTY AGREEMENTS On March 31, 2000, we entered into an agreement with FirstMark Communications Latin America L.L.C. for the provision of certain advisory services in connection with the development of our respective telecommunications businesses in Europe and Latin America. FirstMark Holdings LLC, an indirect shareholder of ours, holds a controlling interest in FirstMark Latin America. Under the agreement, each of us has agreed to provide: - services related to the implementation of technical, scientific and engineering systems, - financial, legal, administrative, marketing and regulatory support services, and - advisory services based on our relationships with customers, suppliers, consultants and regulatory bodies. Under the agreement FirstMark Latin America and the Company will invoice each other for the fair market value of these services. The agreement will terminate after five years unless terminated by for cause or in the event of a change in control of either company. 8. COMMITMENTS AND CONTINGENCIES The Company and its subsidiaries are contingently liable with respect to lawsuits and other matters that arise in the normal course of business. Management is of the opinion that while it is impossible to ascertain the ultimate legal and financial liability with respect to these contingencies, the ultimate outcome of these contingencies is not anticipated to have a material effect on the Group's financial position and operations. OPERATIONAL ENVIRONMENT Through its various subsidiaries, the Group will enter into interconnect agreements with several local incumbent operators. Interconnect rates are regulated by various regulatory bodies within the subsidiaries' countries of operation. Periodically, interconnect agreements are disputed with the local F-11 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF MARCH 31, 2000 8. COMMITMENTS AND CONTINGENCIES (CONTINUED) incumbent operators and are typically resolved by regulatory rulings. The outcome of any such dispute could negatively impact the Group's gross margin. DIVIDENDS The ability of the Company to make dividend payments is subject to, among other things, the terms of the indebtedness, local legal restrictions, shareholders' agreements and the ability to repatriate funds from FirstMark's various operations. 9. SUBSEQUENT EVENTS STOCKHOLDERS' EQUITY In April 2000, ABN AMRO committed to invest $62,996,304 in consideration for preferred equity securities in the Company. This amount serves as collateral for a bank guarantee that the Group has provided to guarantee network rollout costs in Spain. The Company had the right to repurchase these securities from ABN AMRO, which was exercised in May 2000 after raising $600 million through private equity financing. In April 2000, the lender increased the Convertible Facility described in Note 5 to $66,000,000 in order to provide the Company with a guarantee in the amount of $16,000,000 to be given to the Swiss government in the context of the Swiss auctions. As consideration for providing this additional credit, the Company issued 383 shares of Series E Convertible Preferred Stock to the benefit of the lender. Provided that the Company does not draw upon the addition $16,000,000 Convertible Facility, the Company has the right to purchase these securities from the lender at par value. In May 2000, the Group finalized a $600 million private equity offer issuing 96,000 shares of series F convertible preferred stock and 24,000 shares of series F-2 convertible preferred stock. The shares of series F convertible preferred stock are convertible into common stock at any time at the option of the holder and are mandatorily redeemable on June 30, 2007 if they have not yet been converted to common stock. In connection with the private equity offer, the Group repaid the $50 million outstanding on the ABN Amro Convertible Facility and converted a loan received from FirstMark Communications International to equity. In June 2000, the Company agreed to issue, subject to certain adjustments, approximately 541 shares of common stock to Audicom in return for their 25 percent holding in FirstMark Communications Luxembourg. The number of FirstMark shares issued to Audiocom shall be adjusted for any stock split, stock combination, stock dividend or other recapitalization. The Company has filed a registration statement in connection with an initial public offering of its shares of Class B common stock. It is anticipated that upon consummation of the initial public offering the Company will (1) file new articles of incorporation, which will provide for all existing shareholders to receive Class A common stock for their existing common stock, and (2) issue shares of Class B common stock. The shares of Class A common stock will be able to nominate a majority of the directors for election by all shareholders and will have the right to vote as a class to approve mergers and other corporate transactions. F-12 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF MARCH 31, 2000 9. SUBSEQUENT EVENTS (CONTINUED) The Company will also undertake to a stock split of its shares, which will be effective immediately prior to the consummation of the initial public offering. All existing shares of preferred stock will be converted into Class A common stock or non-voting junior preferred stock. The Company's existing stock option plan will be closed for future issuances immediately following the initial public offering. The Company will enter into a new stock option plan which will become effective upon the initial public offering. LICENCES AND OPERATIONS Since April 2000, the Group incorporated wholly-owned subsidiaries for its fiber optic backbone services in Belgium, Spain, and the UK. The Group also incorporated wholly-owned subsidiaries for its wireless local loop service in Germany and Poland. In April 2000, the Group received a licence to possess and operate fixed wireless access system radio transmitters in Finland. In April 2000, LambdaNet Communications SAS, a wholly owned subsidiary of LambdaNet Communications GmbH incorporated in January 2000, signed a leasing agreement with Louis Dreyfus Communications S.A. by which LambdaNet Communications SAS (the lessee) agreed to lease two pairs of dark optical fibers for a period of 20 years from the date of delivery from Louis Dreyfus Communications S.A. (the lessor). The total commitment is for an amount of $36,778,766 (FRF 270,794,700) which is payable as follows: - 15 percent on the date of signature of the lease agreement - 45 percent on the date of commencement of operations - 40 percent six months after the date of the commencement of operations This agreement is guaranteed by the Company. In May 2000, the Company entered into an eighteen year 876 km dark fiber lease with Global Connect linking Rostak with Hamburg. The monthly base fee amounts to [EURO]68,862 ($63,883) and includes maintenance. In June 2000, the Group purchased an additional 3.325 percent of LambdaNet previously held by an external consultant for a total cash consideration of DM8,312,500 ($3,930,207). In June 2000, we entered into a services agreement with FirstMark Communications International LLC, a stockholder of the company, for services provided to us as of April 1, 2000 by Lynn Forester and Michael J. Price, our co-chairmen of the board of directors, Raj K. De Datta, one of our executive officers, and other individuals. Ms. Forester and Mr. Price control FirstMark Communications International. FirstMark Communications International provides certain corporate advisory services to the company and under this services agreement will receive a monthly fee of $750,000, which is intended to compensate FirstMark Communications International for expenses fairly and reasonably incurred on behalf of us and our subsidiaries plus a profit margin consistent with margins charged within the FirstMark Group for intercompany services (expected to be approximately 7.5%). On or F-13 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF MARCH 31, 2000 9. SUBSEQUENT EVENTS (CONTINUED) prior to April 1 of each year, there will be an annual review of the actual expenses of FirstMark Communications International and an adjustment will be made to determine whether the payments received by FirstMark Communications International for the preceding 12-month period were greater or less than the actual costs incurred by FirstMark Communications International that are allocable to services to us and our subsidiaries, plus the appropriate margin. Any balance due from FirstMark Communications International to the company or from the company to FirstMark Communications International as a result of this review shall be paid to the other within ten days of such determination. The agreement terminates on March 31, 2003 but will be automatically extended each year for an additional year if written notice is not given by either party 90 days before the end of the term. In August 2000, FirstMark Communications France received a national license to operate fixed wireless access system radio transmitters in France. There are success fees due to certain industrial partners and consultants that are still under negotiation but are expected to be approximately [EURO]2.5 million ($2.3 million) and payable before December 31, 2000. DEBT AND FINANCING In May 2000 the Company entered into a ten-year credit facility with Deutsche Bank AG, consisting of four tranches, totaling $445 million ([EURO]480 million). The loan will bear interest at EURIBOR plus 350 basis points with an interest margin step down according to the ratio of senior debt to EBITDA of FirstMark Communications Deutschland GmbH. The credit facility contains financial covenants requiring compliance with a senior debt leverage ratio and various other tests at successive three-monthly intervals as follows: (a) ratio of senior debt to annualized EBITDA (from December 31, 2003); (b) ratio of EBITDA to interest expense (from December 31, 2003); (c) ratio of EBITDA to debt service (from June 30, 2005); (d) minimum annualized revenue (from March 31, 2001); and (e) minimum annualized EBITDA (from March 31, 2001). Each of the tests set out above is varied each subsequent quarter as set out in the credit facility. The credit facility includes other covenants customarily found in similar financings, including: (a) no encumbrances other than permitted encumbrances; (b) no indebtedness other than permitted indebtedness; (c) no distributions other than permitted distributions; (d) not to carry on any business other than the "Business" as defined in the facility; and (e) all inter-company debt subordinated. F-14 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF MARCH 31, 2000 9. SUBSEQUENT EVENTS (CONTINUED) EMPLOYMENT AGREEMENT In March 2000 the Board of Directors of the Company proposed an employment agreement to its newly appointed President and Chief Executive Officer (CEO). This agreement was finalized and approved by both parties on April 28, 2000, and provides for, among other things, an annual base salary amount plus a target bonus in the amount of 100% of his base salary. In addition, the Company entered into a Stock Option agreement with the President and CEO providing for, among other things, the grant of options to purchase 4,544 shares of common stock of the Company. The Company also entered into a promissory note with the President and CEO in the amount of $1,000,000 due in five annual installments, together with any accrued and unpaid interest. F-15 REPORT OF INDEPENDENT AUDITORS To the Stockholders and the Board of Directors of FirstMark Communications Europe S.A.: We have audited the accompanying consolidated balance sheets of FirstMark Communications Europe S.A. and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of profit and loss, changes in stockholders' equity, and cash flows for the year ended December 31, 1999, for the period from July 8, 1998 (date of inception) to December 31, 1998 and for the accumulated period from July 8, 1998 to December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of FirstMark Communications Europe S.A. and subsidiaries as of December 31, 1999 and 1998, and the results of their operations and their cash flows for the year ended December 31, 1999, for the period from July 8, 1998 (date of inception) to December 31, 1998 and for the accumulated period from July 8, 1998 to December 31, 1999 in conformity with accounting principles generally accepted in the United States. ARTHUR ANDERSEN Independent Auditors Luxembourg, Grand Duchy of Luxembourg--April 28, 2000 F-16 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1999 AND 1998
NOTES 1999 1998 -------- ----------- ---------- US$ US$ ASSETS CURRENT ASSETS: Cash and cash equivalents................................. 20,886,790 265,378 Accounts receivable-- Trade................................................... 68,759 -- From affiliated companies............................... 553,078 -- Other................................................... 6 7,838,804 -- ----------- ---------- 8,460,641 -- Prepaid expenses and other current assets................. 799,728 -- ----------- ---------- TOTAL CURRENT ASSETS.................................. 30,147,159 265,378 ----------- ---------- PROPERTY AND EQUIPMENT, AT COST............................. 4 35,339,456 152,908 Less--accumulated depreciation............................ (690,894) -- ----------- ---------- 34,648,562 152,908 ----------- ---------- INTANGIBLE ASSETS, AT COST: 5 Goodwill.................................................. 73,275,606 -- Licenses.................................................. 6,219,407 -- GasLINE Agreement......................................... 11,517,201 -- Other 1,398,851 -- ----------- ---------- 92,411,065 -- ----------- ---------- Less--accumulated amortization............................ (1,366,766) -- ----------- ---------- 91,044,299 -- ----------- ---------- INVESTMENTS................................................. -- Affiliated companies...................................... 4,264 -- ----------- ---------- 4,264 -- ----------- ---------- TOTAL ASSETS.......................................... 155,844,284 418,286 =========== ==========
The accompanying notes are an integral part of these financial statements. F-17 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998
NOTES 1999 1998 -------- ----------- ---------- US$ US$ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable-- Trade................................................... 8,548,689 -- Other................................................... 8 3,612,361 -- ----------- ---------- 12,161,050 -- Accrued liabilities....................................... 5,946,099 -- Long-term debt maturing within one year................... 225,034 -- ----------- ---------- 18,332,183 -- ----------- ---------- LONG-TERM LIABILITIES: Long-term debt and financing............................ 9 27,729,828 -- Advances from stockholders.............................. 10 2,607,903 1,725,487 ----------- ---------- 30,337,731 1,725,487 ----------- ---------- TOTAL LIABILITIES..................................... 48,669,914 1,725,487 ----------- ---------- MINORITY INTEREST........................................... 7,460,255 (6,603) ----------- ---------- COMMITMENTS AND CONTINGENCIES............................... 15 STOCKHOLDERS' EQUITY:....................................... 7 Common stock (102,001 shares authorized, 90,001 shares issued with par value of $1.50--1998: 40 shares authorized and issued with par value of $1,000, subscribed with 37.5% paid-in).......................... 135,002 40,000 Preferred convertible Series A stock (10,000 shares authorized and issued with par value of $1.50).......... 15,000 -- Preferred convertible Series C stock (9,937 shares authorized and issued with par value of $1.50).......... 14,905 -- Stock subscription receivables............................ -- (25,000) Additional paid-in capital................................ 140,127,144 -- Deficit accumulated during the development stage.......... (31,237,293) (1,315,598) Deferred compensation cost................................ (9,149,630) -- Accumulated other comprehensive loss...................... (191,013) -- ----------- ---------- TOTAL STOCKHOLDERS' EQUITY.............................. 99,714,115 (1,300,598) ----------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............ 155,844,284 418,286 =========== ==========
The accompanying notes are an integral part of these financial statements. F-18 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF PROFIT AND LOSS FOR THE YEAR ENDED DECEMBER 31, 1999, FOR THE PERIOD FROM JULY 8, 1998 (DATE OF INCEPTION) TO DECEMBER 31, 1998 AND FOR THE ACCUMULATED PERIOD FROM JULY 8, 1998 TO DECEMBER 31, 1999
ACCUMULATED FROM JULY 8, 1998 FROM JULY 8, 1998 TO DECEMBER 31, TO DECEMBER 31, NOTES 1999 1999 1998 ----------- ---------------- ----------- ----------------- US$ US$ US$ Revenue.............................. 117,409 117,409 -- Cost of revenue...................... (69,088) (69,088) -- ----------- ----------- ---------- Gross margin......................... 48,321 48,321 -- Selling, general and administrative expenses........................... 4,5, (25,932,290) (24,543,589) (1,388,701) 10,11 License acquisition costs............ (194,831) (135,331) (59,500) ----------- ----------- ---------- Operating loss................... (26,078,800) (24,630,599) (1,448,201) ----------- ----------- ---------- Interest expense and other........... (369,730) (369,730) -- Interest income and other............ 342,182 342,182 -- Exchange loss, net................... (429,124) (429,124) -- Equity in net loss of affiliates..... (5,934,118) (5,934,118) -- ----------- ----------- ---------- Loss............................. (32,469,590) (31,021,389) (1,448,201) ----------- ----------- ---------- Minority interest................ 1,058,124 1,031,240 26,884 ----------- ----------- ---------- Net loss......................... (31,411,466) (29,990,149) (1,421,317) =========== =========== ========== Weighted average number of shares outstanding during the period......................... 17 90,001 90,001 90,001 Basic and diluted loss per common share.......................... 17 (349) (333) (16)
The accompanying notes are an integral part of these financial statements. F-19 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 1999 AND FOR THE PERIOD FROM JULY 8, 1998 (DATE OF INCEPTION) TO DECEMBER 31, 1998
NUMBER OF COMMON NUMBER OF PREFERRED STOCK SHARES CONVERTIBLE SHARES COMMON PREFERRED SUBSCRIPTION ADDITIONAL OUTSTANDING OUTSTANDING STOCK STOCK RECEIVABLES PAID-IN CAPITAL ------------ ------------------- -------- --------- ------------ --------------- US$ US$ US$ US$ Stock issued on July 8, 1998....................... 40 -- 40,000 -- (25,000) -- Gain arising on stock issuance by Luxembourg subsidiary................. -- -- -- -- -- -- Comprehensive loss - loss for the period...... -- -- -- -- -- -- ------ ------ ------- ------ ------- ----------- Balance as of December 31, 1998....................... 40 -- 40,000 -- (25,000) -- Convertible preferred Series C stock issued in exchange for LambdaNet (note 1)..... 449 673 6,819 Stock conversion on May 21, 1999: - --Cancellation of previous stock...................... (40) (40,000) 25,000 - --Issuance of Common Stock (note 7a).................. 26,001 39,002 373 - --Issuance of Common Stock (note 7a).................. 64,000 96,000 Issuance of Convertible preferred Series A......... 10,000 15,000 4,985,000 Additional contribution from stockholders............... 15,000,000 Convertible preferred Series C stock issued in exchange for LambdaNet (note 1)..... 3,029 4,544 11,771,193 Gain arising on stock issuance by UK Subsidiary (note 7c).................. Gain arising on stock issuance by Luxembourg subsidiary (note 7c)....... Convertible preferred Series C stock issued in exchange for LambdaNet (note 1)..... 6,459 9,688 97,665,054 Stock appreciation rights (LambdaNet)................ 10,698,705 Amortization of compensation cost (LambdaNet)........... Charge to equity (note 7c)... Comprehensive loss --Loss for the year........ --Other comprehensive loss..................... - currency translation adjustment............. ------ ------ ------- ------ ------- ----------- Total comprehensive loss... ------ ------ ------- ------ ------- ----------- Balance as of December 31, 1999....................... 90,001 19,937 135,002 29,905 -- 140,127,144 DEFICIT ACCUMULATED DURING THE ACCUMULATED OTHER DEFERRED DEVELOPMENT COMPREHENSIVE COMPENSATION STAGE LOSS TOTAL ------------ ---------------- ----------------- ----------- US$ US$ US$ US$ Stock issued on July 8, 1998....................... -- -- -- 15,000 Gain arising on stock issuance by Luxembourg subsidiary................. -- 105,719 -- 105,719 Comprehensive loss - loss for the period...... -- (1,421,317) -- (1,421,317) ----------- ----------- -------- ----------- Balance as of December 31, 1998....................... -- (1,315,598) -- (1,300,598) Convertible preferred Series C stock issued in exchange for LambdaNet (note 1)..... 7,492 Stock conversion on May 21, 1999: - --Cancellation of previous stock...................... (15,000) - --Issuance of Common Stock (note 7a).................. 39,375 - --Issuance of Common Stock (note 7a).................. 96,000 Issuance of Convertible preferred Series A......... 5,000,000 Additional contribution from stockholders............... 15,000,000 Convertible preferred Series C stock issued in exchange for LambdaNet (note 1)..... 11,775,737 Gain arising on stock issuance by UK Subsidiary (note 7c).................. 69,300 69,300 Gain arising on stock issuance by Luxembourg subsidiary (note 7c)....... 92,163 92,163 Convertible preferred Series C stock issued in exchange for LambdaNet (note 1)..... 97,674,742 Stock appreciation rights (LambdaNet)................ (10,698,705) -- Amortization of compensation cost (LambdaNet)........... 1,549,075 1,549,075 Charge to equity (note 7c)... (93,009) (93,009) Comprehensive loss --Loss for the year........ (29,990,149) (29,990,149) --Other comprehensive loss..................... - currency translation adjustment............. (191,013) (191,013) ----------- ----------- -------- ----------- Total comprehensive loss... (30,181,162) ----------- ----------- -------- ----------- Balance as of December 31, 1999....................... (9,149,630) (31,237,293) (191,013) 99,714,115
The accompanying notes are an integral part of these financial statements. F-20 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1999, FOR THE PERIOD FROM JULY 8, 1998 (DATE OF INCEPTION) TO DECEMBER 31, 1998 AND FOR THE ACCUMULATED PERIOD FROM JULY 8, 1998 TO DECEMBER 31, 1999
ACCUMULATED FROM JULY 8, 1998 FROM JULY 8, 1998 TO DECEMBER 31, TO DECEMBER 31, NOTES 1999 1999 1998 -------- ----------------- ------------ ----------------- US$ US$ US$ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss........................................... (31,411,466) (29,990,149) (1,421,317) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization.................... 2,057,660 2,057,660 -- Loss applicable to minority interest............. (1,058,124) (1,031,240) (26,884) Equity in net loss of affiliates................. 5,934,118 5,934,118 -- Charge to equity................................. (93,009) (93,009) -- Non cash compensation cost....................... 1,549,075 1,549,075 -- Changes in operating assets and liabilities- --(Increase) in accounts receivable.............. (6,546,882) (6,546,882) -- --(Increase) in prepaid expenses and other current assets................................. (275,134) (275,134) -- --Increase in accounts payable................... 5,579,473 5,579,473 -- --Increase in accrued liabilities................ 4,857,752 4,857,752 -- ------------ ------------ ----------- Net cash used in operating activities.......... (19,406,537) (17,958,336) (1,448,201) ------------ ------------ ----------- CASH FLOWS FROM INVESTING ACTIVITIES: 14 Purchase of property and equipment................. (2,521,809) (2,368,901) (152,908) Purchase of controlling interest in LambdaNet, net of cash acquired............................. 27,862,153 27,862,153 -- Purchase of other subsidiaries, joint ventures and associates, net of cash acquired................. (1,893,198) (1,893,198) -- Proceeds from sale of minority interest............ 236,993 216,712 20,281 Purchase of licenses and other intangible assets... (8,445,601) (8,445,601) -- ------------ ------------ ----------- Net cash provided by (used in) investing activities..................................... 15,238,538 15,371,165 (132,627) ------------ ------------ ----------- CASH FLOWS FROM FINANCING ACTIVITIES: 14 New receipts from stockholders..................... 267,182 161,463 105,719 Proceeds from issuance of stock.................... 20,135,375 20,120,375 15,000 Proceeds from long-term debt from stockholders..... 2,557,903 832,416 1,725,487 ------------ ------------ ----------- Net cash provided by financing activities........ 22,960,460 21,114,254 1,846,206 ------------ ------------ ----------- Increase in cash and cash equivalents.............. 18,792,461 18,527,083 265,378 Effect of exchange rate changes on cash............ 2,094,329 2,094,329 -- Cash and cash equivalents at beginning of the period........................................... -- 265,378 -- ------------ ------------ ----------- Cash and cash equivalents at end of the period... 20,886,790 20,886,790 265,378 ============ ============ ===========
The accompanying notes are an integral part of these financial statements. F-21 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998 ALL AMOUNTS IN US DOLLARS 1. ORGANIZATION GENERAL ORGANIZATION FirstMark Communications Europe S.A. (the "Company" or "FirstMark") was incorporated on July 8, 1998 under the laws of the Grand-Duchy of Luxembourg as a "Societe en Commandite par Actions," which is a legal partnership between a General Partner (FirstMark Communications International II LLC) assuming an unlimited liability, and Limited Partners (FirstMark Communications International LLC) assuming limited liability. Partners are issued stock in the partnership. On January 19, 2000, the Company was converted into a "Societe Anonyme" and changed its name to FirstMark Communications Europe S.A. When the Company was converted into a "Societe Anonyme" the General Partner was removed and the Limited Partners continued to hold their stock. Due to the subsequent conversion of the Company into a "Societe Anonyme" and the continuity of the Limited Partners as stockholders, the equity section of the balance sheet has been labeled as "Stockholders' equity." As of December 31, 1999, the majority stockholder of the Company is FirstMark Communications International LLC, a limited liability company formed under the laws of the State of Delaware. The Company is registered in Luxembourg under the number R.C. B 65 610 and has its registered office at 3, rue Jean Piret, L-2350 Luxembourg. The Company and its subsidiaries (the "Group") plan to become one of the first providers of pervasive broadband internet access and on-net business solutions on a pan-European basis to small and medium size enterprises. The Group plans for its network to use wireless local loop, DSL and fiber to provide coverage of business customers across Europe. During 1999, the Group either directly or through joint ventures, obtained wireless local loop licenses in Germany, Luxembourg and Portugal, where it started to develop telecom infrastructure. In March 2000, the Group, either directly or through joint ventures, obtained further wireless local loop licenses in Spain and Switzerland. The Group, either directly or through joint ventures, is currently bidding for licenses in France. As of December 31, 1999, most Group companies have not yet started operations. The Group companies are start-up ventures with limited histories. The Group has experienced significant start-up losses and at December 31, 1999, has an accumulated deficit of $31,237,293 (1998: $1,315,598). The Group has significant funding requirements to finance capital expenditures and operating and marketing costs in order to develop its business in accordance with management's plans. Management does not expect the business to generate positive cash flows from operations for a considerable period of time. The Group currently has limited external debt facilities (notes 9 and 18) and will need to secure further debt or equity financing to continue to develop the business. The ability to raise financing will depend on a number of factors, including technology, regulations and subscriber base developments, and there can be no assurance that the Group will be able to secure such financing. The Company is making additional preliminary investments and pursuing telecommunication licensing opportunities in various countries. There can be no assurance that the Group will be successful in acquiring such licenses or in converting experimental licenses into fully operational license agreements. F-22 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 1. ORGANIZATION (CONTINUED) REORGANIZATION OF COMPANIES UNDER COMMON CONTROL On April 16, 1999, FirstMark Communications International LLC, the controlling stockholder of FirstMark Communications Europe S.A., along with private investors, incorporated FirstMark Fiber Holdings LLC. FirstMark Communications International LLC received 35 percent of the ownership interests in FirstMark Fiber Holdings LLC and accounted for this investment under the equity method. On April 21, 1999, FirstMark Fiber Holdings LLC, along with the current LambdaNet management team, incorporated LambdaNet Communications GmbH ("LambdaNet") with a total contribution of approximately $26,000. FirstMark Fiber Holdings LLC received 80 percent of the common stock of LambdaNet with LambdaNet management and external consultants receiving the remaining 20 percent. Following the signing of the GasLINE agreement (note 15) on July 14, 1999, FirstMark Fiber Holdings LLC subscribed for its proportion of the additional stocks and paid 100 percent of the share premium for an aggregate consideration of $33.5 million in cash. On November 15, 1999, the private investors exchanged their 65 percent ownership interest in FirstMark Fiber Holdings LLC for common stock of FirstMark Communications International LLC. This resulted in FirstMark Fiber Holdings LLC becoming a 100 percent owned subsidiary of FirstMark Communications International LLC. This transaction has been accounted for under the purchase method of accounting by FirstMark Communications International LLC and the excess of consideration given over the fair value of net assets acquired amounting to $72,762,818 has been recorded as goodwill. On January 24, 2000, FirstMark Fiber Holdings LLC contributed its 80 percent ownership interest in LambdaNet to FirstMark Communications Europe S.A. in exchange for 9,937 Convertible Preferred Series C Stock newly issued by the Company (note 18). At the date of this transaction, both FirstMark Fiber Holdings LLC and the Company were under the common control of FirstMark Communications International LLC. Accordingly, the transaction has been effected based on historical cost in a manner similar to that in pooling-of-interest accounting. Because this is considered a reorganization of companies under common control, the financial statements of LambdaNet have been fully consolidated in the financial statements since November 15, 1999, the date when FirstMark Fiber Holdings LLC and the Company came under common control. For the period up to November 15, 1999, the financial statements reflect the 28 percent effective interest in LambdaNet controlled by FirstMark Fiber Holdings LLC using the equity method of accounting. Because this transaction is considered a transfer between companies under common control, the goodwill recorded by FirstMark Communications International LLC on November 15, 1999, as mentioned above, has been pushed down to the Company as of that date (note 5). Since FirstMark Fiber Holdings LLC increased its investment in LambdaNet in three separate transactions, the statement of changes in stockholders' equity reflects three separate issuances of convertible preferred Series C stock as follows:
NUMBER OF CONVERTIBLE DATE PREFERRED SERIES C SHARES AGGREGATE CONSIDERATION (US$) - ---- ------------------------- ----------------------------- April 21, 1999................. 449 7,492 July 14, 1999.................. 3,029 11,775,737 November 15, 1999.............. 6,459 97,674,742 ----- ----------- Total.......................... 9,937 109,457,971 ===== ===========
F-23 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements of the Group are presented in US dollars ("US$") in conformity with generally accepted accounting principles in the United States ("US GAAP"). These consolidated accounts are not prepared for the purposes of statutory filing. As the Group is devoting substantially all of its efforts to establishing a new business and as principal operations have not yet commenced, the Group qualifies as a development stage company and is presenting its financial statements as such. The Group had no significant operating income as of December 31, 1999 and accumulated start-up losses as of December 31, 1999 total $31,411,466. The financial statements are prepared in accordance with the following significant consolidation and accounting policies: A) USE OF ESTIMATES The preparation of the financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accounts and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. B) BASIS OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in the consolidation. When cumulative losses applicable to minority interests exceed the minority's interest in the subsidiary's capital, the excess is charged against the majority interest and is not reflected as an asset except when the minority shareholders have a binding obligation to make good such losses. Subsequent profits earned by the subsidiary under such circumstances that are applicable to the minority interests are allocated to the majority interest to the extent minority losses have been previously absorbed. Investments in joint ventures that are jointly controlled and associate companies in which the Company has a significant influence, are accounted for by the equity method. The Group discontinues applying the equity method when the investment is reduced to zero. However, the Group provides for additional charges when it is committed, legally or otherwise, to provide further financial support to the investee. Long term investments of less than 20 percent ownership in unquoted securities are accounted for under the cost method. C) GAINS AND LOSSES ARISING ON SALE OF STOCK BY A SUBSIDIARY The difference between the consideration received by a subsidiary for the sale of its stock and the reduction in the share of net assets owned by the group is charged/credited directly to stockholders' equity. F-24 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) D) PROPERTY AND EQUIPMENT Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. All repairs and maintenance expenditures are expensed as incurred. Maximum estimated useful lives are: Buildings & improvements............. 40 years or life of lease, if less Networks............................. 5 to 10 years Other................................ 2 to 7 years
Construction in progress consists of the cost of labor and other direct costs associated with property and equipment being constructed by the Group. Significant costs directly associated with the establishment of new networks are recorded as construction in progress in tangible fixed assets in the consolidated balance sheets. Such costs are primarily related to engineering and design work for the installation of the network and systems integral to its operation. Prior to the commencement of the operations of telecommunication networks, the depreciation of these networks is recorded in general and administrative expenses. This expense will be recorded as cost of sales at the time the networks become operational. E) GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL The excess of the cost of an acquisition over the Company's interest in the fair value of the net identifiable assets acquired at the date of the transaction is recorded as goodwill and recognized as an asset in the balance sheet. Goodwill is amortized using the straight-line basis over periods of up to 15 years. Management considers that these amortization periods best reflect the anticipated future benefits to the Group. LICENSES The Group operates in an industry that is subject to changes in competition, regulation, technology and subscriber base evolution. In addition, the terms of the licenses, are subject to periodic review for, among other things, rate making, frequency allocation and technical standards. Licenses held, subject to certain conditions, are renewable and are generally non-exclusive. FirstMark does not currently expect any of the Group's operations to be required to cease due to license reviews and renewals. Under the terms of the respective licenses, the Group companies are entitled to enter into interconnection agreements with operators of both landline and other wireless systems. Licenses are acquired through acquisitions from third parties, by application to local telecommunications regulators and auctions. Licenses that have been purchased for a fixed fee over a finite life are capitalized and amortized on a straight-line basis over the life of the license. OTHER INTANGIBLE ASSETS Other intangible assets include software purchased from third party suppliers, which are amortized using the straight-line basis over periods of up to 5 years. F-25 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Other intangible assets also include upfront costs incurred with independent third parties by the Company on its own behalf in consummating the GasLINE Agreement (note 15), which have been deferred and are being amortized on a straight-line basis over 10 years, being the term of the GasLINE Agreement. F) REVENUE RECOGNITION The Group records revenues for telecommunications services at the time of customer usage. Service discounts and incentives are accounted for as a reduction of revenues when granted. G) CASH EQUIVALENTS Highly liquid investments with an original maturity of three months or less when purchased are considered to be cash equivalents. The Company also considers all highly liquid temporary cash investments that are readily convertible to cash to be cash equivalents. H) CAPITALIZATION OF INTEREST Interest on financing is recognized as an expense in the period in which it is incurred except when directly associated with tangible assets in the course of construction or with licensing costs. Such interest costs are capitalized and included as part of the cost of the underlying asset. The capitalization rate used to calculate the amount of interest to capitalize is either (a) the interest rate on the finance being used to directly finance the construction of the asset or (b) the weighted average of the borrowing costs applicable to the borrowings of the joint venture or subsidiary which is constructing the asset, after excluding any finance being used to directly finance other projects. I) LICENSE ACQUISITION COSTS Costs incurred in relation to the acquisition of licenses are expensed when incurred due to the fact that the outcome of such application processes is subject to, among other things, competition, regulation or to the outcome of an auction or selection process, and is therefore not certain. J) FOREIGN CURRENCY TRANSLATION In the financial statements of Group companies, transactions denominated in foreign currencies are recorded in the local currency at the actual exchange rate existing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the year-end are reported at the exchange rates prevailing at the year-end. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss in the consolidated statements of profit and loss. K) TRANSLATION OF FINANCIAL STATEMENTS DENOMINATED IN FOREIGN CURRENCIES The functional currency of the Company is the euro. The functional currency of individual Group Companies (note 3) is the respective local currency. F-26 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) The financial statements of Group companies are translated into US dollars, the Group's reporting currency. Assets and liabilities are translated using exchange rates on the respective balance sheet dates. Income and expense items are translated using the average rates of exchange for the periods involved. The resulting translation adjustments are recorded in stockholders' equity. Cumulative translation adjustments are recognized as income or expense upon disposal of operations. The following is a table of the principal currency translation rates to the US dollar:
1999 1999 1998 1998 AVERAGE PERIOD-END AVERAGE PERIOD-END COUNTRY CURRENCY RATE RATE RATE RATE - ------- --------------------------- -------- ---------- -------- ---------- Austria.................... Austrian Schilling 12.91 13.70 -- -- Belgium.................... Belgium Franc 37.85 40.16 36.26 34.35 Euro....................... Euro 0.94 1.00 -- -- France..................... French Franc 6.15 6.53 5.76 5.62 Germany.................... German Mark 1.84 1.95 1.72 1.67 Luxembourg................. Luxembourg Franc 37.85 40.16 36.26 34.35 Portugal................... Portuguese Escudo 187.97 199.60 -- -- Spain...................... Spanish Peseta 156.01 165.56 -- -- Switzerland................ Swiss Franc 1.50 1.60 -- -- The Netherlands............ Dutch Guilder 2.07 2.19 -- -- United Kingdom............. Great Britain Pound 0.62 0.62 0.60 0.60
FirstMark seeks to reduce its foreign currency exposure through a policy of matching, as far as possible, assets and liabilities denominated in foreign currencies. In some cases, FirstMark may borrow in US dollars because it is either advantageous for joint ventures and subsidiaries to incur debt obligations in US dollars or because US dollar-denominated borrowing is the only funding source available to a Group company. In these circumstances, FirstMark has currently decided to accept the remaining currency risk associated with the financing of its operations. L) TAXATION The Group companies are subject to taxation in the countries in which they operate. Corporate tax, including deferred taxation where appropriate, is applied at the applicable current rates on their taxable profits. Deferred income taxes are determined using the asset and liability method whereby the future expected consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements are recognized as deferred tax assets and liabilities. Deferred tax assets are recognized subject to a valuation allowance to reduce the amount to that which is more likely than not to be realized. M) EARNINGS (LOSS) PER COMMON SHARE Basic earnings (loss) per common share is based on the net profit (loss) after taxes divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing the net income attributable to the shareholders by the sum of the weighted average number of dilutive potential ordinary shares. F-27 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) N) CONCENTRATION OF CREDIT RISK Financial instruments, which potentially subject the Group to concentrations of credit risk are primarily cash and cash equivalents. The counterparties to the agreements relating to the Group's cash and cash equivalents are significant financial institutions; accordingly, management does not believe there is a significant risk of non-performance by these counterparties. O) LEASES Operating lease rentals are charged to the profit and loss account on a straight-line basis over the life of the lease. Assets held under finance leases are capitalized and depreciated over the shorter of the life of the lease or the life of the asset. The related liability is included in debt and other financing and the implied interest charge is allocated to the profit and loss account over the lease term using the effective interest rate method. P) STOCK BASED COMPENSATION The Group accounts for stock based compensation issued to employees in accordance with the intrinsic value method under APB Opinion 25. Where options are issued to acquire a fixed number of stocks with a fixed exercise price the intrinsic value measured at the grant date is amortized over the vesting period of the options. Such plans are referred to as "fixed plans." Where either the number of stocks under option or the exercise price is not known at the grant date, the expense is recalculated based on the intrinsic value at each balance sheet date and the expense is recognized over the vesting period. Such plans are referred to as "variable plans." The Company has provided pro forma disclosures of net loss as if the fair value method prescribed by Statement of Financial Accounting Standards (SFAS) N DEG.123 "Accounting for Stock Based Compensation" had been adopted. Options issued to non-employees are accounted for in accordance with the fair value method under SFAS N(o)123. This requires the use of an option pricing model, for example the Black-Scholes model, to determine the fair value of the option. The measurement date is the earlier of either of the following: 1. The date at which a commitment for performance by the counterparty to earn the equity instrument is reached (a "performance commitment"); or 2. The date at which the counterparty's performance is complete. Q) IMPAIRMENT OF LONG-LIVED ASSETS The recoverability of the Group's assets, including its intangible assets, is subject to the future profitability of the Group's operations and the evolution of the business in accordance with its plans. In evaluating the recoverability of its assets, the value and future benefits of the Group's operations are periodically reviewed by management based on technological, regulatory and market conditions. When certain operational and financial factors indicate an impairment of value, the Group evaluates the carrying value of property and equipment as well as other long-lived assets, including licenses, in relation to the operating performance, and future undiscounted cash flows of the underlying assets. When indicated, the impairment losses are measured based on the difference between the estimated F-28 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) fair value and the carrying amount of the asset. Management's estimates of fair value are based on prices of similar assets and the result of valuation techniques to the extent available in the circumstances. These include net present values of expected future cash flows and valuations based on market transactions in similar circumstances. For new product launches where no comparable market information is available, management bases its view on recoverability primarily on cash flow forecasts. In addition to evaluation of possible impairment to the long-lived assets' carrying value, the foregoing analysis also evaluates the appropriateness of the estimated useful lives of the long-lived assets. Management believes that the carrying value of its assets is recoverable against future operating results. R) AMOUNTS DUE FROM AFFILIATED COMPANIES In the ordinary course of business, the Company advances cash to fund the development of the infrastructure of the joint ventures and associate companies. During consolidation of the Group's financial statements, these amounts are not eliminated and are classified as amounts due from affiliated companies. S) TENANCY EXPENSES According to certain tenancy agreements, the Group is obliged to restore properties to their original state at the end of the periods of these agreements. The Group accrues for these costs on a straight-line basis over the terms of the agreements. T) DEFERRED COSTS Deferred costs comprise direct costs incurred with securing bank financing. They are capitalized and amortized over the life of the financing. U) RECENT ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," which has been subsequently amended by SFAS No. 137. This statement establishes accounting and reporting standards for derivatives and derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows of a forecasted transaction, or (c) a hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available-for-sale security, or a foreign-currency-denominated forecasted transaction. The adoption of this standard is effective for the first quarter of our fiscal year ending December 31, 2001. We have not yet completed our analysis of this new accounting standard and, therefore, have not determined whether this standard will have a material effect on our financial statements. In December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101). SAB 101 outlines the F-29 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) SEC's views on applying generally accepted accounting principles to revenue recognition in financial statements. Specifically, the bulletin provides both general and specific guidance as to the periods in which companies should recognize revenues. In addition, SAB 101 also highlights factors to be considered when determining whether to recognize revenues on a gross or net basis. The Group believes that its policies in regards to the recognition of revenues are in compliance with SAB 101. F-30 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 3. GROUP COMPANIES The main Group companies included in the consolidated financial statements are the following:
HOLDING AS OF HOLDING AS OF NAME OF THE COMPANY COUNTRY DEC. 31, 1999 DEC. 31, 1998 - ------------------- ------- ------------- ------------- % % A) SUBSIDIARIES FirstMark Communications Luxembourg, S.a Luxembourg r.l............................................ 75 85.4 FirstMark Communications Deutschland, GmbH..... Germany 100 100 FirstMark Communications France, S.a r.l....... France 100 100 FirstMark Communications Services Europe United Kingdom Ltd............................................ 100 -- Direct Telecom S.A............................. Luxembourg 75 -- FirstMark Communications Austria GmbH.......... Austria 100 -- FirstMark Communications Switzerland GmbH...... Switzerland 100 -- FirstMark Communications Netherlands B.V....... The Netherlands 100 -- FirstMark Communications, Ltd.................. United Kingdom 79 100 FirstMark Communications Netz GmbH............. Germany 100 -- LambdaNet Communications GmbH.................. Germany 80 -- B) JOINT VENTURES FirstMark Communications Belgium, S.p.r.l...... Belgium 50 100 FirstMark Communicaciones Espana S.L........... Spain 35 -- C) ASSOCIATE COMPANIES Teleweb Comunicacoes Interactivas S.A.......... Portugal 35 --
The following table represents the pro forma effects of the business combination with LambdaNet (note 1) as if it had occurred as of January 1, 1999.
(UNAUDITED) ----------- US $ Sales......................................... 117,409 ----------- Net loss...................................... (42,920,999) ----------- Loss per share................................ (477) -----------
Further details relating to the acquisition of LambdaNet are explained in notes 1 and 14. F-31 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 4. PROPERTY AND EQUIPMENT Property and equipment consist of the following:
1999 1998 ---------- -------- US $ US $ Networks............................................... 17,192,509 -- Construction in progress............................... 5,233,110 -- Other.................................................. 12,913,837 152,908 ---------- ------- 35,339,456 152,908 ---------- ------- LESS Accumulated depreciation............................... (690,894) -- ---------- ------- 34,648,562 152,908 ========== ======= Cost of leased assets included in the above............ 41,689 -- ========== =======
The depreciation charge for the year ended December 31, 1999, amounts to $690,894 (1998: nil) and is included in general and administrative expenses. As of December 31, 1999 and 1998, no interest has been capitalized. 5. INTANGIBLE ASSETS Intangible assets consist of the following:
1999 1998 ---------- -------- US $ US $ Goodwill (1) (2)....................................... 73,275,606 -- Licenses............................................... 6,219,407 -- GasLINE Agreement (3).................................. 11,517,201 -- Other.................................................. 1,398,851 -- ---------- ------- 92,411,065 -- ========== ======= LESS Accumulated amortization............................... (1,366,766) -- ---------- ------- 91,044,299 -- ========== =======
- ------------------------ (1) In October 1999, the Group purchased, through FirstMark Communications Luxembourg S.a r.l., Direct Telecom S.A. for a total cash consideration of DM 800,000. The excess of the purchase price over the fair value of the net identifiable assets amounts to $512,788 and has been recorded as goodwill. Such goodwill is amortized on a straight-line basis over a period of 15 years. (2) As a result of the transfer of assets between companies under common control described in note 1, goodwill of $72,762,818 has been pushed down to the Company from FirstMark Communications International LLC. (3) This amount reflects the success fee incurred by the Group on consummating the GasLINE Agreement as described in notes 12 and 15. These costs have been deferred and are amortized on a straight-line basis over 10 years. F-32 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 5. INTANGIBLE ASSETS (CONTINUED) The amortization charge of intangible assets for the year ended December 31, 1999 amounts to $1,366,766 (1998: nil) and is included in general and administrative expenses. 6. OTHER ACCOUNTS RECEIVABLE Other accounts receivable include an amount of $7,269,172 representing value added tax receivables from various European governments and $569,632 representing other miscellaneous receivables. 7. STOCKHOLDERS' EQUITY A) COMMON STOCK, PREFERRED STOCK AND ADDITIONAL PAID-IN CAPITAL On July 8, 1998, the Company was incorporated with a share capital of $40,000 consisting of 1 registered unlimited liability share and 39 registered limited liability shares, at a par value of $1,000 each. Out of the subscribed share capital, an amount of $25,000 was unpaid as of December 31, 1998 and has been recorded as a deduction from the stockholders' equity. On May 21, 1999, the 40 outstanding shares with a par value of $1,000 each were replaced respectively by one registered unlimited liability share, 26,000 common shares with a par value of $1.50 and an additional paid-in capital of $373.50. On the same day, the share capital was increased by the issuance of 64,000 common shares with a par value of $1.50. The effect of these transactions has been retroactively restated in the calculation of EPS for all periods presented (Note 17). Also on May 21, 1999, World Online International B.V. ("World Online"), a company incorporated under the laws of the Netherlands, signed a Subscription Agreement (the "Subscription Agreement") with the stockholders of the Company. Under the Subscription Agreement, World Online committed, among other things, to invest $20,000,000 into the Company under certain conditions, with an initial equity investment of $5,000,000 received by the Company in May 1999 in exchange for the issuance of 10,000 Series A Convertible Preferred Stock. Series A Convertible Preferred Stock is a new class of stock created with a par value of $1.50 and a credit to the additional paid-in capital of $4,985,000. In August and October 1999, World Online contributed the remaining committed additional paid-in capital totaling $15,000,000 to the Company. As of December 31, 1999, common and preferred stock reflect the reorganization of companies under common control described in note 1 and are summarized as follows:
NUMBER NUMBER OF PAR VALUE OF SHARES SHARES TOTAL DESCRIPTION (US$) AUTHORIZED OUTSTANDING (US$) - ----------- --------- ---------- ----------- --------- Registered Unlimited Liability Stock.............. 1.50 1 1 1.50 Common Stock...................................... 1.50 102,000 90,000 135,000 Series A Convertible Preferred Stock (i).......... 1.50 10,000 10,000 15,000 Series C Convertible Preferred Stock (ii)......... 1.50 9,937 9,937 14,905.50 ------- ------- --------- 121,938 109,938 164,907 ======= ======= =========
- ------------------------ (i) Each Series A share may be converted into one common share of the Company or any successor security at any time at the option of its holder without charge, fee, premium or payment of any kind. Series A shares have rights and obligations similar to common shares except, that each F-33 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 7. STOCKHOLDERS' EQUITY (CONTINUED) Series A share shall have a liquidation preference equal to one hundred percent of the World Online International B.V. initial investment (corresponding to $2,000 per share), less any distributions to or proceeds received by the holder thereof with respect to such Series A shares from the Company prior to the liquidation event. (ii) The issuance of Series C Convertible Preferred Stocks was made as part of the transaction accounted for as a reorganization of entities under common control as described in note 1. Each Series C share may be converted into one common share in the Company or any successor security at any time at the option of its holder without charge, fee, premium or payment of any kind. Series C shares have rights and obligations similar to common shares except that each Series C share shall have a liquidation preference equal to one hundred percent of the FirstMark Fiber Holdings LLC initial investment (corresponding to $2,351.60 per share), less any distributions to or proceeds received by the holder thereof with respect to such Series C shares from the Company prior to the liquidation event. B) CONVERSION RIGHTS In a number of the countries where the Group has legal entities, the other shareholders have the right to exchange their ownership in the legal entity for the Company's Common shares as described below: - In November 1998, the Company entered into a shareholders' agreement with several partners in respect of FirstMark Communications Luxembourg Sarl, reducing the Company's ownership in two stages, initially to 85.4 percent, then to 75 percent. Under this agreement, at the time the Company files a registration statement in the United States for an initial public offering of common stock, or at the time more than 50 percent of the Company's outstanding common stock is sold, the partners have the right to exchange their shares for the Company's common stock based on a formula which compares the Luxembourg entity's revenues and licensed territory to the revenues and licensed territory of the Company. - In March 1999, the Company finalized its shareholders' agreement with its partner in FirstMark Communications Belgium Sprl, its Belgian joint venture giving the Company a 50 percent ownership. Under this agreement, at the time the Company files a registration statement in the United States or in any other jurisdiction for an initial public offering of common stock, the partner has the right to exchange its shares for the Company's common stock based on a formula which compares the Belgian entity's revenues and licensed territory to the revenues and licensed territory of the Company. - In October 1999, the Company entered into shareholders' agreements with several partners in respect of FirstMark Communications Limited, its UK subsidiary, reducing the Company's ownership to 79 percent. Under this agreement, at the time the Company files a registration statement in the United States for an initial public offering of common stock, the partners have the right to exchange their shares for the Company's common stock based on a formula which compares the UK entity's revenues and licensed territory to the revenues and licensed territory of the Company. - In November 1999, the Company entered into shareholders' agreement with several partners in respect of FirstMark Communicaciones Espana SL, its Spanish joint venture, reducing the Company's ownership to 35 percent. Under this agreement, at the time the Company files a F-34 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 7. STOCKHOLDERS' EQUITY (CONTINUED) registration statement in the United States for an initial public offering of common stock, or 30 days after the fifth anniversary of the date of the shareholders' agreement, the partners have the right to exchange their shares for the Company's common stock based on a formula which compares the Spanish entity's revenues and licensed territory to the revenues and licensed territory of the Company. Since the number of shares to be issued by the Company in connection with the above agreements depends upon the application of a formula to the various entities and the Company's own stocks at the date of conversion, it is not possible to determine the number of potentially dilutive securities to be issued. C) ACCUMULATED DEFICIT GAIN ARISING ON STOCK ISSUANCE BY SUBSIDIARIES In connection with its Shareholders' Agreement, FirstMark Communications Luxembourg S.a r.l. issued new shares to a third party. The transaction diluted the Company's ownership in FirstMark Communications Luxembourg S.a r.l. from 100 percent to 85.4 percent in a first stage in 1998 and to 75 percent in a second stage in 1999. The Company recognized a gain on the dilution, which was recorded as gain arising on stock issuance by subsidiaries in the stockholders' equity for a total amount of $105,719 for the first dilution in 1998 and of $92,163 for the second dilution in 1999. In connection with its Shareholders' Agreement, FirstMark Communications Ltd. issued new shares to third parties in 1999. The transaction diluted the Company's ownership in FirstMark Communications Ltd. from 100 percent to 79 percent. The Company recognized a gain on the dilution, which was recorded as gain arising on stock issuance by subsidiaries in the stockholders' equity for a total amount of $69,300. CHARGE TO EQUITY As mentioned under note 10, FirstMark Communications International LLC recharges to the Company the costs incurred on its behalf, including a mark-up. A mark-up of $93,009 for the year ended December 31, 1999 (1998--nil) has been recorded in general and administrative expenses, and has consequently been included in deficit accumulated during the development stage. D) LEGAL RESERVE On an annual basis, if the Company reports a net profit for the year, Luxembourg law requires appropriation of an amount equal to at least 5 percent of the annual net income to a legal reserve until such reserve equals 10 percent of the issued share capital. This reserve is not available for dividend distributions. F-35 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 8. OTHER ACCOUNTS PAYABLE Other accounts payable consist of the following:
1999 1998 --------- -------- US $ US $ Capital expenditures.............................. 2,261,474 -- Value added taxes payable......................... 1,319,997 -- Social security payables.......................... 30,890 -- --------- ----- 3,612,361 -- ========= =====
9. DEBT AND FINANCING On December 31, 1999, the Group had a short-term payable of $27,729,828 to a supplier of equipment, which has been refinanced on January 21, 2000 with a long-term debt as described in note 18. As of December 31, 1999 and 1998, the Group does not have any other significant external debt financing. During these periods the Group has financed its development through equity investments (note 7). Significant external debt financing has started to be secured in 2000, as described in note 18. 10. RELATED PARTY TRANSACTIONS As of December 31, 1999, the Group companies have received advances from the Company's shareholders in the total amount of $2,607,903 (1998-$1,725,487), bearing interest from 5 percent to 6.03 percent, which approximates market rates for the applicable currency at the time of the advances. FirstMark Communications International LLC, the majority shareholder of the Company is rendering services to Group companies. For the year ended December 31, 1999, the charge related to these services was $1,860,189 (1998: nil) and is recorded in general and administrative expenses. 11. PERSONNEL CHARGES The following personnel charges are included in general and administrative expenses:
1999 1998 --------- -------- US $ US $ Wages and salaries............................... 2,525,809 74,939 Social charges................................... 283,216 12,176 Other personnel charges.......................... 3,734,521 -- --------- ------ 6,543,546 87,115 ========= ======
Other personal charges mainly include compensation costs detailed in note 12. The average number of permanent employees during 1999 was 63 (1998 - 3). During 1999 and 1998, no payment was made to any Director of any Group company for services rendered to the Group. The Group does not have any pension or post retirement plan arrangements. F-36 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 12. STOCK-BASED COMPENSATION A) 1999 STOCK INCENTIVE PLAN In December 1999, the Company adopted a stock option plan (the "1999 Plan"). Under the 1999 Plan, certain employees and directors were granted options to purchase the Company's common stock. The number of options granted was based on a formula that corresponded to the employee's compensation. The exercise price of the options granted is below the estimated fair value at the grant date. Generally, all the options granted under the 1999 Plan vest cumulatively over 1/16 of the stocks at the expiry of each three month period following the date of grant and expire ten years from the date of grant. Options are not exercisable until the earlier of a sale or an initial public offering of the Company. As such an event did not occur as of December 31, 1999, no compensation cost has been recorded in the financial statement as of that date. As of December 31, 1999, an additional 6,385 shares have been authorized for granting under the 1999 Plan. A summary of the Company's stock options as of December 31, 1999, and changes during the year then ended is as follows:
1999 -------------------------------- NUMBER OF WEIGHTED AVERAGE OPTIONS EXERCISE PRICE (US$) --------- -------------------- Outstanding at beginning of year................. -- -- Granted.......................................... 5,615 2,369 Outstanding at year-end.......................... 5,615 2,369 ===== ===== Exercisable at year-end.......................... -- -- ----- -----
The following table summarizes information at December 31, 1999 about outstanding stock options, which have been issued to officers and employees of the Group: OPTIONS OUTSTANDING
EXERCISE PRICES NUMBER OUTSTANDING AT AVERAGE REMAINING LIFE (US$) DEC. 31, 1999 (IN YEARS) --------------- --------------------- ---------------------- 0 650 9.92 2,200 4,115 9.92 5,000 850 9.92 ------ ----- TOTAL 5,615 9.92 ====== =====
The weighted average fair value of options granted in the year ended December 31, 1999, are set out in the following table and have been estimated using the Black-Scholes option-pricing model. The F-37 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 12. STOCK-BASED COMPENSATION (CONTINUED) following assumptions were used: dividend yield of 0 percent expected volatility of 70 percent, risk-free interest rate of 6.19 percent and expected life of 4 years.
DECEMBER 31, 1999 --------------------------------------- WEIGHTED AVERAGE WEIGHTED AVERAGE EXERCISE PRICE COMPARED TO MARKET PRICE AS OF GRANT DATE FAIR VALUE (US$) EXERCISE PRICE (US$) - -------------------------------------------------------- ---------------- -------------------- Equals............................................ 2,876 5,000 Exceeds........................................... -- -- Is less than...................................... 3,911 1,900 All options....................................... 3,755 2,369 ----- -----
B) STOCK APPRECIATION RIGHTS ISSUED TO LAMBDANET EMPLOYEES On August 17, 1999, the Company granted, at nominal value, shares to a trust whose beneficiaries are employees and management of LambdaNet. At the end of six years, or after one year if the employees' contracts are terminated by LambdaNet, the trust will make cash payments to the employees equal to the appreciation in the market value of the shares. Accordingly, the Company has accounted for these as stock appreciation rights, based on the fair value of the shares at each balance sheet date, over a one-year period. As of December 31, 1999, the total estimated compensation cost amounts to $10,698,705 and is recorded as an expense ratably over the one year period. For the period ended December 31, 1999, the Company recorded a compensation cost of $1,549,075 related to the stock appreciation rights. C) LAMBDANET SHARE COMPENSATION PLANS As disclosed in note 2, LambdaNet has been accounted for under the equity method from its inception in April 1999 to November 15, 1999. From that date, LambdaNet is fully consolidated in the financial statements. SHARES ISSUED TO EMPLOYEES AND THIRD PARTIES AT BELOW DEEMED FAIR VALUE Certain shareholders were not required to pay fair value for the shares issued by LambdaNet on July 14, 1999. The difference between the fair value of the shares issued to an employee of LambdaNet and the amount paid, or $9,749,419, has been recognized as compensation expense. The shares issued to external consultants were issued to them below fair value in exchange for their securing the agreement with GasLINE. Accordingly, the difference between the fair value of these shares and the amount paid of $10,815,891 has been recorded as an intangible asset (note 5) and will be amortized over ten years, being the term of GasLINE agreement. The amortization will start as of January 2, 2000 which is the date that the GasLINE network is available for use. OPTIONS ISSUED TO EMPLOYEES AND THIRD PARTIES At the same time as the share issuance on July 14, 1999, LambdaNet granted options to certain of its management and to external consultants with an exercise price determined using the formula described below: - At the grant date the exercise price was euro 1,125 ($1,161) per share. F-38 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 12. STOCK-BASED COMPENSATION (CONTINUED) - If the nominal capital of LambdaNet is increased and the new capital is distributed to the shareholders without compensation or against payment of only the nominal value, the exercise price is reduced by applying the factor euro 200,000 (the nominal capital on the grant date) divided by the new nominal amount of share capital. The options vest over a period of five years and are exercisable over a period of five years. The options may be exercised in parts. Since the exercise price is not known at the grant date these options have been accounted for as variable plans under APB Opinion 25 for management and SFAS 123 for external consultants. Accordingly, the compensation cost arising on these options is remeasured at each balance sheet date. The compensation cost arising from the options issued to management is recognised over the vesting period. During the period from November 15, 1999 to December 31, 1999 no compensation cost was recognised for these options since the exercise price was in excess of the fair value of the shares at December 31, 1999. The compensation expense arising on the options awarded to the external consultants has been determined using the Black-Scholes model with the following assumptions: risk-free interest rate of 6.19 percent; dividend yield of 0 percent; expected volatility of 70 percent and an expected life of 5 years. Since the options were issued to the consultants in exchange for their securing the GasLINE agreement, the expense of $701,310 has been capitalized as part of intangible assets (see note 5). A summary of the status of the LambdaNet share option plans, as of December 31, 1999, including both management and external consultants and changes during the period then ended is presented below:
SHARE OF NOMINAL CAPITAL WEIGHTED AVERAGE UNDER OPTION PLAN EXERCISE PRICE ------------------------ ---------------- US$ US$ Outstanding at the beginning of the period................................. -- -- Granted.................................. 7,779 8,707,500 ----- --------- Outstanding at the end of the period..... 7,779 8,705,500 ===== =========
No options were exercisable at period-end and the average remaining contractual life was 4 years 9 months. D) OTHER NON-CASH COMPENSATION In order to provide an incentive to the managers of the Group's operating companies, the Company has agreed to issue to management a certain number of shares of common stock in their respective subsidiary companies when certain specific targets are achieved (for example, when the particular subsidiary is awarded a license to operate in that country). Compensation expenses, measured as the fair value of the subsidiary shares granted, will be recorded when the performance condition is satisfied. For the year ended December 31, 1999, no such shares were granted and therefore, the Company recorded no related compensation expense. F-39 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 12. STOCK-BASED COMPENSATION (CONTINUED) E) PRO FORMA DISCLOSURES REQUIRED BY SFAS 123 The Group accounts for stock options granted to employees under APB Opinion N(o)25. Had compensation costs been determined in accordance with SFAS N(o)123, the charge to income for 1999 would have been $439,216 and the net loss and loss per share would have been reduced to the following pro forma amounts for 1999.
1999 ----------- US $ Net loss As reported................................... (29,990,149) Pro forma..................................... (30,429,365) Loss per share As reported................................... (448) Pro forma (basic and fully diluted)........... (454)
F-40 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 13. TAXES For the years ended December 31, 1999 and 1998, the Company did not record any charge for income taxes. The tax effects of significant items comprising the Group's net deferred income tax asset/liability as of December 31, 1999 and 1998, are as follows:
1999 1998 ---------- -------- US $ US $ Deferred income tax assets: Tax credit carryforwards.................................. 143,635 -- Net operating and other loss carryforwards................ 8,558,614 532,283 ---------- -------- Total deferred income tax assets............................ 8,702,249 532,283 Valuation allowance......................................... (8,702,249) (532,283) ---------- -------- Deferred income tax assets, net of allowance................ -- -- Deferred income tax liabilities: Differences between book and tax basis of assets and liabilities............................................... -- -- ---------- -------- Net deferred income tax asset/liability -- -- ========== ========
Net operating and other loss carryforwards have expiry periods depending on their jurisdiction as follows:
1999 1998 ---------- --------- US $ US $ Between one and five years............ 2,147,322 -- Between six and ten years............. 1,078,133 -- Unlimited period...................... 17,462,065 1,421,317 ---------- --------- 20,687,520 1,421,317 ========== =========
For tax purposes $20,687,520 (1998: $1,421,317) of these net operating and other loss carryforwards are not anticipated to be used within expiry periods. Realization of the Group's deferred tax asset is dependent on the ability of the Company, its subsidiaries and its joint ventures to generate sufficient taxable income to utilize reversing temporary differences and carryforwards within the carryforward periods. In view of the start-up phase that the Company is currently in, a 100 percent valuation allowance has been established. The operations incurring losses operate in tax jurisdictions with rates ranging from 20 percent to 53 percent (1998: 30 percent to 45 percent). There are currently no operations generating profit. A reconciliation between the statutory rate and the effective tax rate is as follows:
1999 1998 -------- -------- % % Statutory tax rate.................................. 37.45 37.45 Effect of tax rates in foreign jurisdictions........ 4.56 -- Effect of valuation allowance....................... (42.01) (37.45) ------ ------ Effective tax rate.................................. -- -- ====== ======
F-41 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 14. STATEMENT OF CASH FLOWS INFORMATION Supplemental disclosures of cash flows information are as follows:
1999 1998 ----------- -------- US$ US$ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid............................................. 369,730 -- Income tax................................................ -- -- ----------- -- SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Non cash capital expenditures............................. 27,729,828 -- ----------- -- SUPPLEMENTAL SCHEDULE OF ACQUISITION OF SUBSIDIARIES, JOINT VENTURES AND AFFILIATES: ACQUISITION OF LAMBDANET (NOTE 1): Current assets acquired..................................... 30,300,506 -- Tangible assets acquired.................................... 7,082,076 -- Intangible assets acquired.................................. 11,975,227 -- Liabilities assumed......................................... (7,950,871) -- ----------- -- Net assets.................................................. 41,406,938 -- Less minority interest...................................... (8,281,388) -- Less carrying value of equity investment at date of acquisition............................................... (11,593,942) -- ----------- -- Net assets acquired......................................... 21,531,608 -- Goodwill.................................................... 72,762,818 -- ----------- -- Total consideration through stock issuance (non cash)....... 94,294,426 -- ----------- -- Cash acquired............................................... 27,862,153 -- ----------- -- OTHER ACQUISITIONS (NOTE 3): Assets acquired............................................. 73,495 -- Liabilities assumed......................................... (163,751) -- ----------- -- Net assets acquired......................................... (90,256) -- Equity investments acquired................................. 1,470,666 -- Goodwill.................................................... 512,788 -- ----------- -- Total purchase price........................................ 1,893,198 -- Less cash acquired.......................................... -- -- ----------- -- Net cash paid............................................... 1,893,198 -- ----------- --
15. COMMITMENTS AND CONTINGENCIES The Company and its subsidiaries are contingently liable with respect to lawsuits and other matters that arise in the normal course of business. Management is of the opinion that while it is impossible to ascertain the ultimate legal and financial liability with respect to these contingencies, the ultimate outcome of these contingencies is not anticipated to have a material effect on the Group's financial position and operations. F-42 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 15. COMMITMENTS AND CONTINGENCIES (CONTINUED) CAPITAL COMMITMENTS The Group has contracted with Nortel Dasa Network Systems GmbH&Co.KG, Frankfurt am Main ("Nortel Dasa") as supplier of transmission equipment to LambdaNet. Under this contract, the Group has committed to purchase equipment for points of presence in Germany amounting to $23,867,000 (DM 46,540,000) over a total period of two years. Nortel Dasa is responsible for delivery, installation and commissioning of this Dense Wave Division Multiplex (DWDM) equipment for the deployment of the LambdaNet broadband services. The Company is reliant on the ability of Nortel Dasa to deliver these services appropriately. LEASE COMMITMENTS On July 14, 1999, LambdaNet contracted with GasLINE Telekommunikationsnetzgesellshaft deutscher Gasversorgungsunternehmen mbH & Co. KG ("GasLINE") to utilize their lightwave conductors and system technology spaces for a period of 10 years (the "GasLINE Agreement"). The total commitment is for an amount of $31,282,051 (DM 61,000,000) and may be extended on the existing terms for an additional period of 8 years at the Company's option. This agreement is effective at the time the facilities to be set up by GasLINE are in place. On December 31, 1999, these facilities are not yet in place. The commitment resulting from this agreement has been recorded as an operating lease commitment. In connection with the foregoing agreement LambdaNet finalized a 10-year $21,025,641 (DM 41,000,000) loan facility with GasLINE. The interest rate for the loan is fixed at 9 percent per annum, compounded twice a year as of April 1st and October 1st. The repayable installment per annum is fixed at $2,102,564 (DM 4,100,000). GasLINE may convert the entire loan into shares of LambdaNet provided that LambdaNet is converted into a German stock company ("Aktiengesellschaft") by June 30, 2001. OPERATING LEASES:
1999 1998 ---------- -------- US $ US $ Minimum lease commitments Within: 1 year........................................ 556,618 65,000 Between: 1-2 years..................................... 7,806,420 -- 2-3 years..................................... 5,925,933 -- 3-4 years..................................... 5,660,196 -- 4-5 years..................................... 5,622,723 -- After: 5 years....................................... 31,662,173 -- ---------- ------ Total................................................... 57,234,063 65,000 ========== ======
Operating lease expense of $772,046 was recorded in 1999 (1998: nil). The estimated costs for removing improvements at point of presence under the tenancy agreements (note 2s) amounts to $4,837,000. The Group accrues for these costs on a straight-line basis over the terms of the agreements. F-43 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 15. COMMITMENTS AND CONTINGENCIES (CONTINUED) FINANCE LEASES:
1999 1998 -------- -------- US $ US $ Finance lease repayments Within: 1 year............................................ 9,199 -- Between: 1-2 years......................................... 9,759 -- 2-3 years......................................... 9,759 -- 3-4 years......................................... 9,759 -- 4-5 years......................................... 8,732 -- After: 5 years........................................... -- -- ------ ------ Total....................................................... 47,208 -- ====== ======
The finance leases are comprised mainly of lease agreements relating to transportation vehicles used by the Group. OPERATIONAL ENVIRONMENT Through its various subsidiaries, the Group will enter into interconnect agreements with several local incumbent operators. Interconnect rates are regulated by various regulatory bodies within the subsidiaries' countries of operation. Periodically, interconnect agreements are disputed with the local incumbent operators and are typically resolved by regulatory rulings. The outcome of such disputes could negatively impact the Group's gross margin. See also notes 1, 2e and 2q for further description of the operational environment. DIVIDENDS The ability of the Company to make dividend payments is subject to, among other things, the terms of the indebtedness, local legal restrictions, shareholders' agreements and the ability to repatriate funds from FirstMark's various operations. 16. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of financial instruments classified as current assets or liabilities, including cash and cash equivalents, short-term investments, accounts receivable, and accounts payable and accrued expenses approximate carrying value, principally because of the short maturity of these items. The fair values of capital lease obligations approximate carrying value based on their effective interest rates compared to current market rates. F-44 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 17. EARNINGS (LOSS) PER COMMON SHARE Earnings (Loss) per common share is comprised as follows:
1999 1998 ----------- ---------- Net loss ($)................................................ (29,990,149) (1,421,317) =========== ========== Weighted average number of shares outstanding during the period (see Note 7)....................................... 90,001 90,001 =========== ========== Effect of dilutive securities............................... -- -- Weighted average number of diluted shares outstanding during the period................................................ 90,001 90,001 =========== ========== Basic and diluted loss per common share ($)................. (333) (16) =========== ==========
As of December 31, 1999, the Group had 5,615 stock options (1998--nil) on the Company's share capital and 3.75 percent of LambdaNet's nominal capital under the option plan, which were not included in the computation of diluted earnings per share, because to do so would have been anti-dilutive for the periods presented. 18. SUBSEQUENT EVENTS STOCKHOLDERS' EQUITY On January 19, 2000, the Company was converted into a "Societe Anonyme" and the articles of incorporation were amended. On January 24, 2000, FirstMark Fiber Holdings LLC, an affiliated company, contributed its 80 percent participation in LambdaNet Communications GmbH to the Company in exchange for 9,937 Series C Convertible Preferred shares issued by the Company (note 1). Following this transaction and a further capital increase of $7,266 representing the issuance of 4,844 stocks (15 Series A Convertible Preferred shares, 2,525 Series B Convertible Preferred shares, 1,106 Series C Convertible Preferred shares, 1,198 Series E Convertible Preferred shares) which occurred on the same date, the subscribed share capital of the Company amounts to $172,173 and is composed as follows:
NUMBER OF STOCKS DESCRIPTION PAR VALUE OUTSTANDING TOTAL (US$) - ----------- --------- ---------------- ----------- Common Stock............................................. 1.50 90,001 135,001.50 Series A Convertible Preferred Stock..................... 1.50 10,015 15,022.50 Series B Convertible Preferred Stock..................... 1.50 2,525 3,787.50 Series C Convertible Preferred Stock..................... 1.50 11,043 16,564.50 Series E Convertible Preferred Stock..................... 1.50 1,198 1,797.00 ---------- 172,173.00 ==========
In January 2000, the Company entered into a shareholders' agreement with several partners granting them equity interests in FirstMark Communications France S.ar.l. and reducing the Company's ownership from 100 percent to 34 percent. Under this shareholders' agreement, the partners have the right to convert their shares for the Company's common stock at the time the Company files a registration statement in the United States for an initial public offering of common stock. They also F-45 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 18. SUBSEQUENT EVENTS (CONTINUED) have the option under certain circumstances to exchange their shares in the French subsidiary for common equity securities of the company on a fair market value basis. On April 7, 2000, ABN AMRO committed to invest $62,996,304 in consideration for preferred equity securities in the Company. This amount serves as collateral for a bank guarantee that the Group has provided to guarantee network rollout costs in Spain. The Company has the right to repurchase these securities from ABN AMRO. LICENSES AND OPERATIONS On December 17, 1999, LambdaNet was awarded a class 3 license in Germany that enables it to operate as a carriers' carrier beginning January 1, 2000. The Company started operations on January 2, 2000 and has since been generating revenues. Since January 1, 2000, the Group incorporated wholly-owned subsidiaries in Finland, Italy and Denmark. As of today, these companies are dormant. On January 31, 2000, the Group submitted, through a joint venture, its final bid for a license in France. In February 2000, the Group purchased an additional 3.325 percent of LambdaNet previously held by an external consultant for a total cash consideration of DM 8,312,500 ($4,192,742). The excess of the purchase price over the fair value of the net identifiable assets amounts to $2,904,316 and has been recorded as goodwill. Such goodwill is amortized on a straight-line basis over a period of 15 years. In addition to the cash consideration, the seller received right to purchase shares of common stock in FirstMark Communications Europe S.A. up to a maximum of DM 1,800,000 at a price equal to the price per share paid by third party investors in the next round of equity financing raised by the Company. This right expires on December 31, 2000. In March 2000, the Group received, through a joint venture, a license to operate a wireless local loop service in Spain. In March and April 2000, the Group received, through an auction process, five licenses to operate wireless local loop services in Switzerland for a total consideration of $109,970,909. These licenses are payable to the Swiss regulatory authorities by June 30, 2000. On April 7, 2000 the Group received a license to possess and operate fixed wireless access system radio transmitters in Finland. DEBT FINANCING On January 19, 2000, the Group finalized a one-year $50 million convertible bridge loan facility (the "Convertible Facility") and, upon expiration of the one year period, an optional $50 million working capital facility (the "Working Capital Facility") for two years, for the initial purpose of financing the Company's expansion of its broadband wireless telecommunication network, and thereafter for the working capital requirements of the Company. F-46 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 18. SUBSEQUENT EVENTS (CONTINUED) The interest rate for the Convertible Facility is 15 percent per annum, compounded quarterly. The interest rate for the Working Capital Facility is LIBOR (for the advances denominated in US Dollars or in an optional currency) or EURIBOR, plus 3.5 percent (for the advances denominated in euro). The Company agreed to pay the lender a commitment fee of 2 percent for unused funds for the Convertible Facility and a commitment fee of 1.5 percent per annum for unused funds for the Working Capital Facility. The Company has the option either to repay the loan with interest and fees in cash at any time on or before maturity, or to convert the amounts outstanding under the Convertible Facility into Series D Convertible Preferred Stock at maturity. If the Company is in default, the lender has the option to convert at any time all or any part of the loan outstanding under the Convertible Facility into Convertible Preferred Stock, with interest and fees. The Company has pledged all shares of capital stock as collateral for the facility. In addition all shares, securities, monies or property representing a dividend or similar return of capital as well as all intercompany demand notes have been pledged to the lender. In connection with the agreement, the lender received 1,198 shares of Series E Convertible Preferred Stock for a nominal price. The lender will be entitled to Series E Convertible Preferred Stock representing an additional 1 percent if the loan is not repaid by June 30, 2000, and Series E Convertible Preferred Stock representing a further 1 percent if the Company or an affiliate has not completed an initial public offering by December 31, 2001. Each Series E Convertible Preferred share has no liquidation preference as long as there are no shares of Series D Convertible Preferred Stock issued and outstanding. If shares of Series D Convertible Preferred Stock are issued, each share of Series E Convertible Preferred Stock will then be converted into one share of Series D Convertible Preferred Stock and will therefore have a liquidation preference equal to the product of the Series D preference amount and a fraction consisting of a numerator equal to the number of shares of common stock to which a Series E Convertible Preferred Stock may be converted and a denominator consisting of the number of shares of common stock to which Series D Convertible Preferred Stock may be converted. On April 27, 2000, the lender increased the Convertible Facility to $66,000,000 in order to provide the Company with a guarantee in the amount of $16,000,000 to be given to the Swiss government in the context of the Swiss auctions. As consideration for providing this additional credit, the Company issued 383 shares of series E Convertible Preferred Stock for the benefit of the lender. Provided that the Company does not draw upon the additional $16,000,000 Convertible Facility, the Company has the right to repurchase these securities from the lender at par value. On January 21, 2000 the Group finalized a facility agreement of $56.3 million (euro 56 million), consisting of a $46.2 million (euro 46 million) supplier guaranteed loan (the "Supplier Guaranteed Loan") and a revolving facility (the "Revolving Facility") of $10.1 million (euro 10 million). The purpose of the facility agreement is to secure the initial rollout of LambdaNet's transmission network and to finance the start-up losses. Both the Supplier Guaranteed Loan and the Revolving Facility bear interest at EURIBOR plus 3.75 percent to 1.75 percent, depending on the senior debt to EBITDA ratio. The commitment fee for unused funds is 0.875 percent per annum. F-47 FIRSTMARK COMMUNICATIONS EUROPE S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) AS OF DECEMBER 31, 1999 AND 1998 18. SUBSEQUENT EVENTS (CONTINUED) The Company has agreed to the following repayment structure for the loan, payable in two installments per year: 2002........................................................ 10.0% 2003........................................................ 15.0% 2004........................................................ 22.5% 2005........................................................ 25.0% 2006........................................................ 27.5% ------- 100.00% =======
Additionally, the Company has the option to repay the supplier guaranteed loan partially or in total at the end of each interest period. The Revolving Facility has to be fully repaid at the end of year 2006. COMMITMENTS On April 26, 2000, LambdaNet Communications SAS, a wholly-owned subsidiary of LambdaNet Communications GmbH incorporated in January 2000, signed a leasing agreement with Louis Dreyfus Communications S.A. by which LambdaNet Communications SAS (the lessee) agreed to lease two pairs of dark optical fibers for a period of 20 years from the date of delivery from Louis Dreyfus Communications S.A (the lessor). The total commitment is for an amount of $36,778,766 (FFR 270,794,700) which is payable as follows: - 15 percent on the date of signature of the lease agreement - 45 percent on the date of commencement of operations - 40 percent six months after the date of the commencement of operations This agreement is guaranteed by the Company. EMPLOYMENT AGREEMENT On March 27, 2000 the Board of Directors of the Company proposed an employment agreement to its newly appointed President and Chief Executive Officer (CEO). This agreement was finalized and approved by both parties on April 28, 2000, and provides for, among other things, an annual base salary amount plus a target bonus in the amount of 100 percent of his base salary. In addition, the Company entered into a Stock Option agreement with the President and CEO providing for, among other things, the grant of options to purchase 4,544 shares of common stock of the Company. The Company also entered into a promissory note with the President and CEO in the amount of $1,000,000 due on February 2, 2005, together with any accrued and unpaid interest. F-48 REPORT OF THE INDEPENDENT AUDITORS To the Shareholders and the Board of Directors of LambdaNet Communications GmbH: We have audited the accompanying balance sheet of LambdaNet Communications GmbH as of November 15, 1999, and the related statements of income, changes in equity, and cash flows for the period from April 21, 1999 (date of inception) to November 15, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of LambdaNet Communications GmbH as of November 15, 1999, and the results of its operations and its cash flows for the period from April 21, 1999 (date of inception) to November 15, 1999 in conformity with accounting principles generally accepted in the United States. ARTHUR ANDERSEN Independent Auditors Hannover, Germany--April 28, 2000 F-49 LAMBDANET COMMUNICATIONS GMBH, HANNOVER BALANCE SHEET AS OF NOVEMBER 15, 1999
NOVEMBER 15, NOTES 1999 -------- ------------ US$ ASSETS - ------------------------------------------------------------------------------------- CURRENT ASSETS: Cash and cash equivalents................................. 27,862,153 Accounts receivable-- Other................................................... 1,913,760 ----------- 29,775,913 Prepaid expenses and other current Assets................... 524,594 ----------- TOTAL CURRENT ASSETS.................................. 30,300,507 ----------- PROPERTY AND EQUIPMENT, AT COST............................. 4 7,180,993 Less--accumulated depreciation............................ (98,917) ----------- 7,082,076 ----------- INTANGIBLE ASSETS, AT COST.................................. 5 11,989,198 Less--accumulated amortization............................ (13,971) ----------- 11,975,227 ----------- TOTAL ASSETS.......................................... 49,357,810 ===========
The accompanying notes are an integral part of these financial statements. F-50 LAMBDANET COMMUNICATIONS GMBH, HANNOVER BALANCE SHEET (CONTINUED) AS OF NOVEMBER 15, 1999
NOVEMBER 15, NOTES 1999 -------- ------------ US$ LIABILITIES AND EQUITY - ------------------------------------------------------------------------------------- CURRENT LIABILITIES: Accounts payable-- Trade................................................... 523,293 To affiliated companies................................. 6 6,082,580 Other................................................... 256,651 ----------- 6,862,524 Accrued liabilities....................................... 1,088,348 ----------- 7,950,872 ----------- TOTAL LIABILITIES..................................... 7,950,872 ----------- COMMITMENTS AND CONTINGENCIES............................... 12 EQUITY:..................................................... 7 Nominal Capital........................................... 207,455 Additional paid in capital................................ 68,456,810 Deferred compensation cost................................ (10,697,705) Deficit accumulated during the development stage.......... (16,702,417) Currency translation adjustment........................... 142,795 ----------- TOTAL EQUITY.......................................... 41,406,938 ----------- TOTAL LIABILITIES AND EQUITY........................ 49,357,810 ===========
The accompanying notes are an integral part of these financial statements. F-51 LAMBDANET COMMUNICATIONS GMBH, HANNOVER STATEMENT OF PROFIT AND LOSS FOR THE PERIOD FROM APRIL 21, 1999 (INCEPTION DATE) TO NOVEMBER 15, 1999
FROM APRIL 21, 1999 TO NOVEMBER 15, NOTES 1999 ----- -------------- US$ General and administrative expenses......................... (16,802,220) ----------- Operating loss............................................ (16,802,220) ----------- Interest income............................................. 4,252 Other income................................................ 95,551 ----------- Net loss.................................................. (16,702,417) ===========
The accompanying notes are an integral part of these financial statements. F-52 LAMBDANET COMMUNICATIONS GMBH, HANNOVER STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM APRIL 21, 1999 (INCEPTION DATE) TO NOVEMBER 15, 1999
DEFICIT ACCUMULATED ADDITIONAL DURING THE CURRENCY NOMINAL PAID IN DEFERRED DEVELOPMENT TRANSLATION EQUITY CAPITAL COMPENSATION STAGE ADJUSTMENT TOTAL -------- ---------- ------------ ------------ ----------- ----------- US$ US$ US$ US$ US$ US$ Issuance of shares on April 21, 1999.......................... 26,212 -- -- -- -- 26,212 Issuance of shares on July 14, 1999.......................... 181,243 33,334,439 -- -- -- 33,515,682 Share based Compensation........ -- 35,122,371 -- -- -- 35,122,371 Deferred Compensation........... -- -- (14,263,607) -- -- (14,263,607) Amortization of Compensation cost.......................... -- -- 3,565,902 -- -- 3,565,902 Loss for the period............. -- -- -- (16,702,417) -- (16,702,417) Other comprehensive income...... -- -- -- -- 142,795 142,795 ------- ---------- ----------- ----------- ------- ----------- Balance as of November 15, 1999.......................... 207,455 68,456,810 (10,697,705) (16,702,417) 142,795 41,406,938 ======= ========== =========== =========== ======= ===========
The accompanying notes are an integral part of these financial statements. F-53 LAMBDANET COMMUNICATIONS GMBH, HANNOVER STATEMENT OF CASH FLOWS FOR THE PERIOD FROM APRIL 21, 1999 (INCEPTION DATE) TO NOVEMBER 15, 1999
FROM APRIL 21, 1999 TO NOVEMBER 15, 1999 -------------- US$ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss.................................................. (16,702,417) Adjustments to reconcile net loss to net cash provided by operating activities-- Write-down of assets.................................... 11,497 Depreciation and amortization........................... 115,159 Non cash compensation cost.............................. 13,316,280 Unrealized holding gains on cash equivalents............ (91,329) --(Increase) in prepaid expenses and other current assets................................................ (2,487,410) --Increase in accounts payable.......................... 795,635 --Increase in accrued liabilities....................... 1,110,244 --Increase in liabilities to affiliated companies....... 6,204,952 ----------- Net cash provided by operating activities............. 2,272,611 ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment........................ (7,224,556) Purchase of intangible assets............................. (467,240) ----------- Net cash used in investing activities................. (7,691,796) ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from nominal capital............................. 207,455 Proceeds from additional paid in capital.................. 33,334,439 ----------- Net cash provided by financing activities................. 33,541,894 ----------- Increase in cash and cash equivalents..................... 28,122,709 Effect of foreign exchange rate changes on cash........... (260,556) Cash and cash equivalents at beginning of the period.... -- ----------- Cash and cash equivalents at end of the period.......... 27,862,153 ===========
The accompanying notes are an integral part of these financial statements. F-54 LAMBDANET COMMUNICATIONS GMBH, HANNOVER NOTES TO THE FINANCIAL STATEMENTS AS OF NOVEMBER 15, 1999 1. ORGANIZATION AND NATURE OF OPERATIONS LambdaNet Communications GmbH ("LambdaNet", "LNC" or "the Company") was incorporated on April 21, 1999 under German law as Carriers' Carrier GmbH (CCG). CCG was registered in Hannover, Germany under registration number HRB57818. On October 1, 1999 CCG was renamed LambdaNet Communications GmbH (LNC) and moved its headquarter from Karlsruher Strae 2 to Gunther-Wagner-Allee 13 in Hannover, the current address. The Company intends to become a market leader for broadband services across Europe, starting in Germany, taking advantage of the recent deregulation of the telecommunication industry. The German network operation started on January 2, 2000. The Company sells broadband and wavelength services in the range of 2 Mbit/s to 10 Gbit/s. LNC's target customer segment include alternative telecommunication operators, large corporates, Internet service providers and application service providers. On July 14, 1999, LambdaNet contracted with GasLINE Telekommunikationsnetzgesellshaft deutscher Gasversorgungsunternehmen mbH & Co. KG ("GasLINE") to utilize their lightwave conductors and system technology spaces for a period of 10 years ("the GasLINE Agreement"). The total commitment is for an amount of $32,166,210 (DM 61,000,000) and may be extended on the existing terms for an additional period of 8 years at the Company's option. This agreement is effective at the time the facilities to be set up by GasLINE are in place. On November 15, 1999, these facilities are not yet in place. In connection with the foregoing agreement LambdaNet finalized a 10-year $21,619,940 (DM 41,000,000) loan facility with GasLINE. The interest rate for the loan is fixed at 9% per annum, compounded twice a year as of April 1st and October 1st. The repayable installment per annum is fixed at $2,161,994 (DM 4,100,000). GasLINE may convert the entire loan into shares of LambdaNet provided that LambdaNet is converted into a German stock company ("Aktiengesellschaft") by June 30, 2001. 2. DEVELOPMENT STAGE ENTERPRISE The Company is a start up venture with a limited history. It reported operating losses in the period from inception until November 15, 1999 of $16,702,417. The Company has significant funding requirements to finance capital expenditure, operating and marketing costs in order to develop its business in accordance with management's plans. Management does not expect the business to generate positive cash flows from operations for a considerable period of time. The Company currently has limited external debt facilities (note 14) and will need to secure further debt or equity finance to continue to develop the business. The ability to raise finance will depend on a number of factors, including technology, regulations and subscriber base developments, and there can be no assurance that the Company will be able to secure such finance. The Company is making additional preliminary investments and pursuing telecommunication licensing opportunities in various countries. There can be no assurance that the Company will be successful in acquiring such licenses or in converting experimental licenses into fully operational license agreements. By July 1999, the Company hired most of the management team and as of November 15, 1999 the Company employed 68 people. As of November 15, 1999 the Company had issued share capital for an aggregate cash consideration of $33.5 million. In order to finance the potential growth, LNC negotiated a Facility F-55 LAMBDANET COMMUNICATIONS GMBH, HANNOVER NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) AS OF NOVEMBER 15, 1999 2. DEVELOPMENT STAGE ENTERPRISE (CONTINUED) Agreement with a Bank Consortium for euro 56 million ($57.8 million), which was signed on January 21, 2000 (note 14). The Company submitted the license application for its class 3 license to the regulation office in Germany (Regulierungsbehorde fur Telekommunikation und Post--RegTP) on July 20, 1999 and was awarded the license on December 17, 1999. In order to achieve operational status as of January 2, 2000, the Company signed supplier contracts with Nortel Dasa Network Systems GmbH&Co.KG, Frankfurt am Main ("Nortel Dasa") (note 12) and GasLINE to build point's of presence, install and test the network by year end 1999. The Company has served customers since January 2, 2000. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Company are presented in conformity with Generally Accepted Accounting Principles in the United States ("US GAAP"). These financial accounts are not prepared for the purpose of statutory filing. As the Company is devoting substantially all of its efforts to establishing a new business and as principal operations have not yet commenced, the Company qualifies as a development stage company and is presenting its financial statements as such. It had no significant operating income as of November 15, 1999. The accumulated start-up losses amount to $16,702,417 as of November 15, 1999. The financial statements are prepared in accordance with the following significant accounting policies: A) USE OF ESTIMATES The preparation of the financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accounts and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. B) PROPERTY AND EQUIPMENT Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. All repairs and maintenance expenditure is expensed as it occurs. Maximum estimated useful lives are: Buildings & improvements....................... 40 years or life of lease if less Networks....................................... 5 to 10 years Other.......................................... 2 to 7 years
Construction in progress consists of costs directly attributable to property and equipment being constructed by the Company. Significant costs directly associated to the establishment of new networks are recorded as construction in progress in tangible fixed assets in the balance sheet. Such costs are primarily related to engineering and design work for the installation of the network and systems integral to its operation. The amortization of these costs commences on the date that the network is available for use. Prior to F-56 LAMBDANET COMMUNICATIONS GMBH, HANNOVER NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) AS OF NOVEMBER 15, 1999 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) the commencement of the operations of telecommunication networks, the depreciation of these networks is recorded in general and administrative expenses. This expenses will be recorded as cost of sales at the time the networks become operational. C) INTANGIBLE ASSETS LICENSES Licenses are acquired by applications to the local telecommunications regulator. Licenses which have been purchased for a fixed fee over a finite life are capitalized and amortized on a straight line basis over the useful life of the license. The Company operates in an industry that is subject to changes in competition, regulation, technology and subscriber base evolution. In addition, the terms of the license which have been awarded for an unlimited period of time are subject to periodic review for, amongst other things, frequency allocation and technical standards. Licenses held, subject to certain conditions, are generally non-exclusive. The Company does not currently expect any of its operations to be required to cease due to license reviews. Costs incurred in connection with the application for licenses are expensed when incurred due to the fact that the outcome of such application processes is subject to, amongst other things, regulation and is therefore not certain. OTHER INTANGIBLE ASSETS Other intangible assets include software purchased from third party suppliers, which are amortized using the straight-line basis over periods of up to 5 years. Other intangible assets also include upfront costs incurred with independent third parties by the Company on its own behalf in consummating the GasLINE Agreement (note 13), which have been deferred and are being amortized on a straight-line basis over 10 years, being the term of the GasLINE Agreement. D) REVENUE RECOGNITION The Company records revenues for telecommunications services at the time of customer usage. Service discounts and incentives are accounted for as a reduction of revenues when granted. E) CASH EQUIVALENTS Highly liquid investments with an original maturity of three months or less when purchased are considered to be cash equivalents. The Company also considers all highly liquid temporary cash investments that are readily convertible to cash to be cash equivalents. F) CAPITALIZATION OF INTEREST Interest on financing is recognized as an expense in the period in which it is incurred except when directly associated with tangible assets in the course of construction or with licensing costs. Such interest costs are capitalized and included as part of the cost of the underlying asset. The capitalization rate used to calculate the amount of interest to capitalize is either (a) the interest rate on the finance being used to directly finance the construction of the asset or (b) the weighted average of the F-57 LAMBDANET COMMUNICATIONS GMBH, HANNOVER NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) AS OF NOVEMBER 15, 1999 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) borrowing costs applicable to the borrowings of the joint venture or subsidiary which is constructing the asset, after excluding any finance being used to directly finance other projects. G) FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION The Company's functional currency is the Deutsche Mark (DM). Transactions denominated in other foreign currencies are translated to Deutsche Marks at the exchange rate existing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the year-end are reported at the exchange rates prevailing at the year-end. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss in the consolidated statement of profit and loss. The financial statements are translated into US dollars ($ or US$), the Company's reporting currency. Assets and liabilities are translated using exchange rates at the balance sheet date. Income and expense items are translated using the average rates of exchange for the periods involved. Equity is translated using the historical exchange rate. The resulting translation adjustments are recorded as a separate component of equity. The currency translation average and period end rates from the Deutsche Mark to the US Dollar are respectively 1 US Dollar = 1.89640 DM and 1 US Dollar = 1.85900 DM for the period from April 21, 1999 to November 15, 1999. H) TAXATION The Company is subject to taxation in Germany. Corporate tax, including deferred taxation, is applied at the applicable current rates on their taxable profits. Deferred income taxes are determined using the asset and liability method whereby the future expected consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements are recognized as deferred tax assets and liabilities. Deferred tax assets are recognized subject to a valuation allowance to reduce the amount to that which is more likely than not to be realized. I) CONCENTRATION OF CREDIT RISK Financial instruments, which potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The counterparties to the agreements relating to the Company's cash and cash equivalents are significant financial institutions; accordingly, management does not believe there is a significant risk of non-performance by these counterparties. J) LEASES Operating lease rentals are charged to the profit and loss account on a straight-line basis over the life of the lease. Assets held under finance leases are capitalized and depreciated over the shorter of the life of the lease or the life of the assets. The related liability is included in debt and other financing and the implied interest charge is allocated to the profit and loss account over the lease term using the effective interest rate method. Direct costs incurred in obtaining a lease agreement are capitalized and amortized on a straight line basis over the term of the lease. F-58 LAMBDANET COMMUNICATIONS GMBH, HANNOVER NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) AS OF NOVEMBER 15, 1999 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) K) IMPAIRMENT OF LONG-LIVED ASSETS The recoverability of long-lived assets, including its intangible assets, is subject to the future profitability of the Company's operations and the evolution of the business in accordance with its plans. In evaluating the recoverability of its assets, the value and future benefits of the Company's operations are periodically reviewed by management based on technological, regulatory and market conditions. When certain operational and financial factors indicate an impairment of value, the Company evaluates the carrying value of property, plant and equipment as well as other long-lived assets, including licenses, in relation to the operating performance, and future undiscounted cash flows of the underlying assets. When indicated, the impairment losses are measured based on the difference between the estimated fair value and the carrying amount of the asset. Management's estimates of fair value are based on prices of similar assets and the result of valuation techniques to the extent available in the circumstances. These include net present values of expected future cash flows and valuations based on market transactions in similar circumstances. For new product launches where no comparable market information is available, management bases its view on recoverability primarily on cash flow forecasts. In addition to evaluation of possible impairment to the long-lived assets, carrying value, the foregoing analysis also evaluates the appropriateness of the estimated useful lives of the long-lived assets. Management believes that the carrying value of its assets is recoverable against future operating results. L) TENANCY EXPENSES According to the tenancy agreements for the points of presence (pop's) the Company is obliged to restore properties to their original state at the end of the periods of these agreements. The Company accrues for these costs on a straight-line basis over the terms of the agreements. M) SHARE BASED COMPENSATIONS The Company accounts for share based compensation issued to employees in accordance with the intrinsic value method under APB Opinion 25. Where options are issued over a fixed number of shares with a fixed exercise price the intrinsic value measured at the grant date is amortized over the vesting period of the options. Such plans are referred to as "fixed plans". Where either the number of shares under option or the exercise price is not known at the grant date the expense is recalculated based on the intrinsic value at each balance sheet date and the expense is recognized over the vesting period. Such plans are referred to as "variable plans". The Company has provided proforma disclosures of net loss as if the fair value method prescribed by SFAS N(o) 123 "Accounting for Stock Based Compensation" had been adopted. Options issued to non-employees are accounted for in accordance with the fair value method under SFAS N(o)123. This requires the use of an option-pricing model, for example the Black Sholes model, to determine the fair value of the option. The measurement date is the earlier of either of the following: 1. The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a "performance commitment") or 2. The date at which the counterpart's performance is complete. Where a principal shareholder i.e., one owning more than 10% of the Company's shares, issues share based compensation to the Company's employees or its suppliers such arrangements are F-59 LAMBDANET COMMUNICATIONS GMBH, HANNOVER NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) AS OF NOVEMBER 15, 1999 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) accounted for as if entered into by the Company with a corresponding credit to additional paid in capital. N) CONTRIBUTIONS TO BUILDING COSTS The Company makes contributions to certain building costs of several customers within the framework of overall agreements with such customers to provide services. These contributions are capitalized and amortized on a straight-line basis over the term of the corresponding contracts. O) NEW ACCOUNTING PRONOUNCEMENTS Statements of Financial Accounting Standards (SFAS) N(o)133, "Accounting for Derivative Instruments and Hedging Activities" was issued in June 1998 and requires companies to recognize all derivative instruments as assets or liabilities in the balance sheet and to measure those instruments at fair value. SFAS N(o)137 extends the effective date to all fiscal years beginning after June 15, 2000. The Company believes that the adoption of accounting treatments under this standard will not require significant changes to its current accounting policies and will not have a significant impact on its financial statements. In December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101). SAB 101 outlines the SEC's views on applying generally accepted accounting principles to revenue recognition in financial statements. Specifically, the bulletin provides both general and specific guidance as to the periods in which companies should recognize revenues. In addition, SAB 101 also highlights factors to be considered when determining whether to recognize revenues on a gross or net basis. The Group believes that its policies in regards to the recognition of revenues are in compliance with SAB 101. 4. PROPERTY AND EQUIPMENT The movements in the year were as follows:
1999 --------- COST Networks.................................................... 403,255 Construction in progress.................................... 5,852,158 Other....................................................... 925,580 --------- 7,180,993 ========= LESS Accumulated depreciation.................................... (98,917) --------- 7,082,076 =========
As of November 15, 1999, no interest has been capitalized. F-60 LAMBDANET COMMUNICATIONS GMBH, HANNOVER NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) AS OF NOVEMBER 15, 1999 5. INTANGIBLE ASSETS The movements in the year were as follows:
1999 ---------- COST GasLINE agreement (1)....................................... 11,517,201 Other....................................................... 471,997 ---------- 11,989,198 ========== LESS Accumulated amortization.................................... (13,971) ---------- 11,975,227 ==========
- ------------------------ (1) This amount reflects the success fee incurred by the Company on consumating the GasLINE Agreement as described in notes 1, 11 end 12. These cost have been deferred and are amortized on a straight-line basis over 10 years. 6. CURRENT LIABILITIES TO AFFILIATED COMPANIES The current liabilities to affiliated companies arose from an overpayment of a part of the capital premium in an amount of $5,827,062 of FirstMark Fiber Holding, L.L.C. This amount was repaid by the Company on November 24, 1999. This residual amount results from an amount payable to FirstMark Communications Europe S.A. in relation to services rendered as described in note 8. 7. EQUITY A) NOMINAL CAPITAL The Company was incorporated on April 21, 1999, with a nominal capital of Euro 25,200.00 ($26,212). Pursuant to a shareholder resolution dated April 21, 1999 the nominal capital was increased by Euro 174,800 ($181,243) on July 14, 1999 following the signature of the GasLINE Agreement (note 1). As part of this capital increase, FirstMark Fiber Holdings, L.L.C., the majority shareholder, paid an aggregate capital premium of euro 32,000,000 ($33,334,439). The other shareholders were not required to pay any capital premium. The difference of $9,749,419 between the fair value of the shares issued to employees of the Company, and the amount paid by them has been recognized as compensation expense (note 11). The other beneficiaries of this transaction are consultants external to the Company (note 11). B) ULTIMATE PARENT COMPANY The ultimate parent company is the FirstMark Holdings, LLC, a company incorporated in the state of Delaware. F-61 LAMBDANET COMMUNICATIONS GMBH, HANNOVER NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) AS OF NOVEMBER 15, 1999 8. RELATED PARTY TRANSACTIONS The Company received services from FirstMark Communications Europe S.A. For the period ended November 15, 1999, the charge related to these services amounts to $248,894. As described in note 11c) FirstMark Communications Europe S.A. transferred part of its interest in the Company to an employee trust the beneficiaries of which were employees of the Company. 9. PERSONNEL CHARGES The following personnel charges are included in general and administrative expenses, selling expenses and cost of sales:
1999 ---------- US$ ---------- Wages and salaries.......................................... 1,408,411 Social security............................................. 177,597 Compensation costs.......................................... 14,382,752 ---------- 15,968,760 ==========
The average number of permanent employees during the year was 43. The Company does not have any pension or post retirement plan arrangements. 10. TAXES German trade tax on income is levied on a company's taxable income adjusted for certain revenues which are not taxable for trade tax purposes and for certain expenses which are not deductible for trade tax purposes. The trade tax rate is dependent on the municipalities in which the company operates. The applicable trade tax rate was approximately 18.7% for the year 1999. Trade tax is deductible for corporate income tax purposes. Corporate income tax in Germany is levied at 40% for retained profits and at 30% on profits distributed after deduction of trade tax. Additionally a solidarity surcharge of 5.5% is added to the corporate income tax. The effective tax rate for 1999 is as follows:
1999 -------- Corporate income tax........................................ 32.5% Trade tax on income......................................... 18.7% Solidarity surcharge........................................ 1.8% ---- 53.0% ====
F-62 LAMBDANET COMMUNICATIONS GMBH, HANNOVER NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) AS OF NOVEMBER 15, 1999 10. TAXES (CONTINUED) Temporary differences, which gave rise to deferred tax assets and liabilities at November 15, 1999 were as follows:
1999 ---------- US$ Deferred tax assets Tax losses carried forward................................ 1,872,062 Accrual for restoration costs............................. 26,855 ---------- 1,898,917 Valuation allowance......................................... (1,794,366) ---------- Deferred tax liabilities.................................... 104,551 Deferred charges related to a loan........................ (104,551) ---------- Net deferred tax assets, net of allowance................... -- ----------
The deferred taxes are calculated using a tax rate of 53%. A valuation allowance is provided for the full amount against the deferred tax assets because the Company is still in its start up phase and has incurred losses since inception. Due to incurred losses, the Company did not record any charge for income taxes for the period ended November 15, 1999. The difference between income tax provided in the financial statements and the expected income tax benefit at statutory rates is reconciled as follows:
1999 -------- % Expected income tax benefit at the German Statutory rate of 53%....................................................... 53 --- Tax effect of permanent and other differences: Valuation allowance....................................... (11) Non-deductible expenses................................... (42) --- Total income tax benefit.................................... -- ===
The non-deductible expenses are mainly resulting from the compensation costs (note 11). As of November 15, 1999 the Company has total tax loss carryforwards of $3,532,192. There is neither limitation in time nor amount related to the future deduction of this loss for tax purposes. For the period ended November 15, 1999, the Company did not pay any income taxes. 11. SHARE BASED COMPENSATION A) SHARES ISSUED TO EMPLOYEES AND THIRD PARTIES AT BELOW DEEMED FAIR VALUE As described in note 7a certain shareholders were not required to pay fair value for the shares issued on July 14, 1999. The difference ($9,749,419) between the fair value of the shares issued to an employee of the Company, and the amount paid has been recognized as compensation expense. F-63 LAMBDANET COMMUNICATIONS GMBH, HANNOVER NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) AS OF NOVEMBER 15, 1999 11. SHARE BASED COMPENSATION (CONTINUED) The shares issued to external consultants were issued to them at below fair value in exchange for their securing the agreement with GasLINE described in note 1. Accordingly, the difference between the fair value of these shares and the amount paid of $10,815,891 has been recorded as an intangible asset and will be amortized over ten years, being the term of GasLINE agreement. The amortization will start as of January 2, 2000 which is the date that the GasLINE network is available for use. B) OPTIONS ISSUED TO EMPLOYEE AND THIRD PARTIES At the same time as the share issuance on July 14, 1999, the Company granted options to certain of its management and to external consultants with an exercise price determined using the formula described below: - At the grant date the exercise price was euro 1,125 ($1,161) per share. - If the nominal capital of the Company is increased and the new capital is distributed to the shareholders without compensation or against payment of only the nominal value, the exercise price is reduced by applying the factor Euro 200,000 (the nominal capital on the grant date) divided by the new raised amount of share capital. The options vest over a period of five years and are exercisable in parts over a period of five years. Since the exercise price is not known at the grant date these options have been accounted for as variable plans under APB Opinion 25. Accordingly, the compensation cost arising on these options is remeasured for management and SFAS 123 for external consultant at each balance sheet date. The compensation cost arising from the options issued to management is recognised over the vesting period of five years. In the period ended November 15, 1999 no compensation cost was recognised for these options since the exercise price was in excess of the fair value of the shares at November 15, 1999. The compensation expense arising on the options awarded to the external consultants has been determined using the Black Sholes model with the following assumptions: risk free interest rate of 6.19%, dividend yield of 0%; expected volatility of 70% and an expected life of 5 years. Since the options were issued to the consultants in exchange for their securing the GasLINE agreement the expense of $701,310 has been capitalised as part of intangible assets (see note 3). A summary of the status of the Company's share option plans including both management and external consultants as of November 15, 1999 and changes during period then ended is presented below:
SHARE OF NOMINAL CAPITAL UNDER WEIGHTED AVERAGE OPTION PLAN EXERCISE PRICE ---------------- ---------------- $ $ Outstanding at the beginning of the period.................................... -- -- Granted..................................... 7,779 8,707,500 ----- --------- Outstanding at the end of the period........ 7,779 8,705,500 ===== =========
F-64 LAMBDANET COMMUNICATIONS GMBH, HANNOVER NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) AS OF NOVEMBER 15, 1999 11. SHARE BASED COMPENSATION (CONTINUED) No options were exercisable at period end and the average remaining contractual life was 4 years 9 months. C) SHARE APPRECIATION RIGHTS GRANTED BY PRINCIPAL SHAREHOLDERS On August 17, 1999 the Company's principal shareholder at that time, FirstMark Fiber Holdings LLC, transferred part of its shares in the Company to a trust whose beneficiaries are the Company's employees and management. At the end of six years, or after one year if the Company terminates the employees' contracts, the trust will make a cash payment to the employees equal to the appreciation in the market value of the shares. Accordingly, the Company has accounted for these as share appreciation rights, based on the fair value of the shares at each balance sheet date, over a one-year period. For the period ended November 15, 1999, the Company recorded a compensation cost of $3,566,861 in respect of this arrangement. D) PROFORMA DISCLOSURES REQUIRED BY SFAS 123 The Company applies APB Opinion 25 and related Interpretations in accounting for its share based plans. Had compensation cost for the Company's share based compensation plans been determined based on the fair value at the grant dates for awards under those plans consistent with the method of FASB Statement 123, the charge to income for the period would have been $303,639 and the net loss would have been reduced to the pro forma amounts indicated below: Net loss: As reported........................................... $16,702,417 Proforma.............................................. $17,006,056
12. COMMITMENTS AND CONTINGENCIES The Company is contingently liable with respect to lawsuits and other matters that arise in the normal course of business. Management is of the opinion that while it is impossible to ascertain the ultimate legal and financial liability with respect to these contingencies, the ultimate outcome of these contingencies is not anticipated to have a material effect on the Company's financial position and operations. CAPITAL COMMITMENTS The Company has contracted with Nortel Dasa as supplier of transmission equipment to LambdaNet. Under this contract, the Company has committed to purchase equipment for points of presence in Germany amounting to $24,541,000 (DM 46,540,000) over a total period of two years. Nortel Dasa is responsible for delivery, installation and commissioning of such Dense Wave Division Multiplex equipment for the deployment of the LambdaNet broadband services. The Company is reliant on the ability of Nortel Dasa to deliver these services appropriately. LEASE COMMITMENTS On July 14, 1999 (note 1), LambdaNet contracted with GasLINE to utilize their lightwave conductors and system technology spaces for a period of 10 years. The total commitment is for an amount of $32,166,209 (DM 61,000,000) and may be extended on the existing terms for an additional F-65 LAMBDANET COMMUNICATIONS GMBH, HANNOVER NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) AS OF NOVEMBER 15, 1999 12. COMMITMENTS AND CONTINGENCIES (CONTINUED) period of 8 years at the Company's option. This agreement is effective at the time the facilities to be set up by GasLINE are in place. On November 15, 1999, these facilities are not yet in place. The commitment resulting from this agreement has been recorded as an operating lease commitment. In connection with the foregoing agreement LambdaNet finalized a 10-year $21,619,911 (DM 41,000,000) loan facility with GasLINE. The interest rate for the loan is fixed at 9% per annum, compounded twice a year as of April 1st and October 1st. The repayable installment per annum is fixed at $2,161,991 (DM 4,100,000). GasLINE may convert the entire loan into shares of LambdaNet provided that LambdaNet is converted into a German stock company ("Aktiengesellschaft") by June 30, 2001. OPERATING LEASES:
1999 ---------- Minimum lease commitments Within: 1 year................................................ 5,492,000 Between: 1-2 years............................................. 5,559,000 2-3 years............................................. 5,559,000 3-4 years............................................. 5,559,000 4-5 years............................................. 5,559,000 After: 5 years............................................... 26,786,000 ---------- Total........................................................... 54,514,000 ==========
Operating lease expense was approximately $290,000 in the period ended November 15, 1999. The estimated costs for removing improvements at point of presence under the tenancy agreements (note 2) amount to $4,837,000. The Company accrues for these costs on a straight-line basis over the terms of the agreements. FINANCE LEASES:
1999 ------ Finance lease repayments Within: 1 year................................................... 10,000 Between: 1-2 years................................................ 10,000 2-3 years................................................ 10,000 3-4 years................................................ 9,000 ------ Total 39,000 ======
The finance leases are comprised mainly of lease agreements relating to transportation vehicles used by the Company. 13. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of financial instruments classified as current assets or liabilities, including cash and cash equivalents, short term investments, accounts receivable and accounts payable and accrued expenses approximate carrying value, principally because of the short maturity of these items. F-66 LAMBDANET COMMUNICATIONS GMBH, HANNOVER NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) AS OF NOVEMBER 15, 1999 13. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED) The fair value of capital lease obligations approximate the carrying value based on their effective interest rates compared to current market rates. 14. SUBSEQUENT EVENTS A) LICENSES AND OPERATIONS On December 17, 1999, the Company was awarded a class 3 license which enables the Company to operate as a carriers' carrier. The Company started operations on January 2, 2000 and is generating revenue. B) SUBSIDIARIES On January 19, 2000 the Company founded a subsidiary, LambdaNet Communications France ("LNCF"), in France, located 1, Boulevard Vivier Merle, 69003 Lyon. C) FUNDING On January 21, 2000 the Company finalized a facility agreement of $56.3 million (euro 56 million), consisting of $46.2 million (euro 46 million) supplier guaranteed loan and a revolving facility of $10.1 million (euro 10 million) (working capital facility). The purpose of the facility is to secure the initial roll out of LambdaNet's transmission network and to finance the start-up losses. Both the supplier guaranteed loan and the working capital facility bear interest at EURIBOR plus 3.75% to 1.75%, depending on the senior debt to EBITDA ratio. The commitment fee for unused funds is 0.875% per annum. The Company has agreed to the following repayment structure for the loan, payable in two installments per year: 2002........................................................ 10.0% 2003........................................................ 15.0% 2004........................................................ 22.5% 2005........................................................ 25.0% 2006........................................................ 27.5% ------- 100.00% =======
Additionally the Company has the option to repay the supplier guaranteed loan partially or in total at the end of each interest period. The working capital facility has to be fully repaid at the end of year 2006. D) COMMITMENTS On April 26, 2000, LambdaNet Communications SAS, a wholly owned subsidiary incorporated in January 2000 signed a leasing agreement with Louis Dreyfus Communications S.A. by which LambdaNet Communications SAS (the lessee) is leasing two pairs of dark optical fibers for a period of F-67 LAMBDANET COMMUNICATIONS GMBH, HANNOVER NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) AS OF NOVEMBER 15, 1999 14. SUBSEQUENT EVENTS (CONTINUED) 20 years from the date of delivery from Louis Dreyfus Communications S.A (the lessor). The total commitment is for an amount of $36,778,766 (FFR 270,794,700) which is payable as follows: - 15% on the date of signature of the lease agreement - 45% on the date of commencement of operations - 40% six months after the date of the commencement of operations This agreement is guaranteed by FirstMark Communications Europe S.A. F-68 [LOGO] THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE SUCH OFFER OR SALE IS NOT PERMITTED. ALTERNATIVE PAGE FOR INTERNATIONAL OFFERING INTERNATIONAL PROSPECTUS (SUBJECT TO COMPLETION) ISSUED AUGUST 11, 2000 [LOGO] SHARES OF CLASS B COMMON STOCK IN THE FORM OF SHARES OR AMERICAN DEPOSITARY SHARES FIRSTMARK COMMUNICATIONS EUROPE S.A. ------------------------ THIS IS AN INITIAL PUBLIC OFFERING OF SHARES OF CLASS B COMMON STOCK OF FIRSTMARK COMMUNICATIONS EUROPE S.A. OF THE SHARES OF CLASS B COMMON STOCK BEING OFFERED, SHARES OF CLASS B COMMON STOCK ARE BEING OFFERED OUTSIDE THE UNITED STATES AND CANADA AND TO INSTITUTIONAL AND RETAIL INVESTORS IN GERMANY BY THE INTERNATIONAL UNDERWRITERS AND SHARES OF CLASS B COMMON STOCK ARE BEING OFFERED INITIALLY IN THE UNITED STATES AND CANADA BY THE U.S. UNDERWRITERS UNDER A SEPARATE PROSPECTUS. THE SHARES OF CLASS B COMMON STOCK OFFERED IN THIS PROSPECTUS WILL BE SOLD IN THE FORM OF REGISTERED SHARES. UPON REQUEST, THE SHARES OF CLASS B COMMON STOCK OFFERED IN THE UNITED STATES MAY BE SOLD IN THE FORM OF AMERICAN DEPOSITARY SHARES. EACH AMERICAN DEPOSITARY SHARE REPRESENTS THE RIGHT TO RECEIVE ONE SHARE OF CLASS B COMMON STOCK. THE AMERICAN DEPOSITARY SHARES WILL BE EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS. ------------------------ PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR THE SHARES OR AMERICAN DEPOSITARY SHARES. FIRSTMARK COMMUNICATIONS EUROPE S.A. CURRENTLY ANTICIPATES THAT THE INITIAL PUBLIC OFFERING PRICE PER SHARE WILL BE BETWEEN [EURO] AND [EURO] , WHICH IS EQUIVALENT TO $ AND $ PER AMERICAN DEPOSITARY SHARE AT AN EXCHANGE RATE OF [EURO]1.00=$ . ------------------------ FIRSTMARK COMMUNICATIONS EUROPE S.A. WILL APPLY TO HAVE THE CLASS B COMMON STOCK LISTED ON THE NEUER MARKT SEGMENT OF THE FRANKFURT STOCK EXCHANGE UNDER THE SYMBOL " " AND TO HAVE THE AMERICAN DEPOSITARY SHARES QUOTED ON THE NASDAQ NATIONAL MARKET UNDER THE SYMBOL "FMRK". INVESTING IN THE SHARES AND AMERICAN DEPOSITARY SHARES INVOLVES SIGNIFICANT RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 15. ------------------------ PRICE [EURO] A SHARE AND $ AN AMERICAN DEPOSITARY SHARE ------------------------ FIRSTMARK COMMUNICATIONS EUROPE S.A. HAS GRANTED THE INTERNATIONAL UNDERWRITERS THE RIGHT TO PURCHASE UP TO AN ADDITIONAL SHARES TO COVER OVER-ALLOTMENTS. FIRSTMARK COMMUNICATIONS EUROPE S.A. HAS GRANTED THE U.S. UNDERWRITERS A SIMILAR RIGHT TO PURCHASE UP TO AN ADDITIONAL SHARES OR AMERICAN DEPOSITARY SHARES. THE INTERNATIONAL AND U.S. UNDERWRITERS EXPECT TO DELIVER THE SHARES OR AMERICAN DEPOSITARY SHARES TO PURCHASERS ON OR ABOUT , 2000. ------------------------ JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS MORGAN STANLEY DEAN WITTER ABN AMRO ROTHSCHILD --------------------- JOINT LEAD MANAGERS ABN AMRO ROTHSCHILD MORGAN STANLEY DEAN WITTER SCHRODER SALOMON SMITH BARNEY GENERAL INFORMATION Schroder is a trademark of Schroders Holdings plc and is used under license by Salomon Brothers International Limited. UNDERWRITERS Under the terms and subject to the conditions contained in the international underwriting agreement dated , 2000 each international underwriter named below, for whom ABN AMRO Rothschild, Morgan Stanley & Co. International Limited and Salomon Brothers International Limited are serving as representatives, has severally agreed to purchase, and FirstMark has agreed to sell to them, the number of shares indicated in the table below:
NUMBER OF NAME SHARES - ---- --------- ABN AMRO Rothschild......................................... Morgan Stanley & Co. International Limited.................. Salomon Brothers International Limited...................... -------- Total................................................... ========
The international underwriting agreement provides that the obligations of the several international underwriters to pay for and accept delivery of the shares offered by this prospectus are subject to certain other conditions including the conditions that no stop order suspending the effectiveness of the registration statement filed with the U.S. Securities and Exchange Commission is in effect and no proceedings for such purpose are pending before or threatened by the U.S. Securities and Exchange Commission and that there has been no material adverse change or any development involving a prospective material adverse change in the condition, financial or otherwise, or in the earnings, business or operations of FirstMark and its subsidiaries, taken as a whole, from that set forth in the registration statement. The international underwriters are obligated to take and pay for all of the shares offered by this prospectus, other than those covered by the over-allotment option described below, if any shares are taken. Pursuant to the international underwriting agreement, FirstMark has granted to the international underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of shares at the initial public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The international underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares offered by this prospectus. To the extent the underwriters exercise this option, each international underwriter will become obligated, subject to conditions, to purchase approximately the same percentage of such additional shares as the number listed next to the international underwriter's name in the preceding table bears to the total number of shares offered by the international underwriters by this prospectus. FirstMark has also entered into a U.S. underwriting agreement with Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc., as representatives of the U.S. underwriters named in the U.S. underwriting agreement providing for the offering and sale of shares or ADSs in connection with the U.S. offering. The lead managers for the U.S. offering are Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc. FirstMark has granted to the U.S. underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional shares or ADSs solely for the purpose of covering over-allotments, if any. Morgan Stanley & Co. International Limited and ABN AMRO Rothschild are acting as joint global coordinators for FirstMark in connection with the combined international and U.S. offering. To provide for the coordination of their activities, the international underwriters and the U.S. underwriters have entered into an intersyndicate agreement which provides, among other things, that the international underwriters and the U.S. underwriters may purchase and sell among each other such number of shares as is mutually agreed upon among the international representatives and the U.S. representatives. To the extent there are sales among the international underwriters and the U.S. underwriters pursuant to the intersyndicate agreement, the number of shares initially available for sale by the international underwriters and the number of shares or ADSs initially available for sale by the U.S. underwriters may be more or less than the numbers appearing on the cover page of this prospectus. Except as permitted by the intersyndicate agreement, the price of any shares or ADSs so sold will be the initial public offering price, less an amount not greater than the selling concession. Pursuant to the intersyndicate agreement, as part of the distribution of the shares the international underwriters will offer and sell shares, directly or indirectly, only outside the United States and Canada and to institutional and retail investors in Germany and the U.S. underwriters will offer and sell ADSs and shares, directly or indirectly, only in the United States and Canada. For these purposes, an offer or sale is considered to be made in a country if it is made to any individual resident in such country or to any corporation, partnership, pension, profit-sharing or other trust or other entity, including any such entity constituting an investment advisor acting with discretionary authority, whole office most directly involved with the purchase is located in such country. "United States" means the United States of America, its territories, its possessions and all areas subject to its jurisdiction. This international prospectus may be used by the international underwriters and dealers in connection with offers and sales of the shares outside the United States and Canada. Shares sold by the international underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this international prospectus. Any shares sold by the international underwriters to securities dealers may be sold at a discount of up to [EURO] per share from the initial public offering price. Any such securities dealers may resell any share purchased from the international underwriters to certain other brokers or dealers at a discount of up to [EURO] per share from the initial public offering price. If all the shares are not sold at the initial public offering price, the international representatives may change the offering price and other selling terms. Under the terms and subject to the conditions of the international underwriting agreement, each international underwriter has agreed that: - it has not offered or sold and, prior to the date six months after the issue of the shares, will not offer or sell any shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances that have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; - it has complied, and will comply with, all applicable provisions of the Financial Services Act 1986 of Great Britain with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom; and - it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issuance of the shares to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 (as amended) of Great Britain or is a person to whom the document may lawfully be issued or passed on. Each international underwriter has acknowledged and agreed that the shares have not been registered under the Securities and Exchange Law of Japan and are not being offered or sold and may not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan, except (1) pursuant to an exemption from the registration requirements of the Securities and Exchange Law of Japan and (2) in compliance with any other applicable requirements of Japanese law. As part of the international offering, ABN AMRO Rothschild, Morgan Stanley & Co. International Limited and Salomon Brothers International Limited only may offer shares in Japan to a list of 49 offerees in accordance with the above provisions. The ordinary shares may not be offered or sold in The Netherlands, as part of their initial distribution or as part of any re-offering, and this international prospectus and any documents in respect of the international offering may not be distributed or circulated in The Netherlands, other than to individuals or legal entities who or which trade in securities in the conduct of a business or a profession or as a result thereof. No action has been or will be taken in any jurisdiction other than the United States or Germany that would permit a public offering of the shares or the possession, circulation or distribution of this international prospectus in any jurisdiction where action for that purpose is required. Accordingly, the shares may not be offered or sold, directly or indirectly, and neither this international prospectus nor any other offering material or advertisements in connection with the shares may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction. The international underwriters have informed FirstMark that they do not intend sales to discretionary accounts to exceed five percent of the total number of shares offered by them. The following table shows the per share price to the public, the total underwriting discounts and commissions to be paid to the international underwriters by FirstMark, and the total proceeds to FirstMark if the international underwriters' over-allotment option is exercised in full:
U.S. DOLLARS* EURO ---------------- -------- Per share price to the public..................... Total international underwriters discounts and commissions..................................... Total proceeds to FirstMark.......................
- ------------------------ * translated at an exchange rate of [EURO]1.00 to $ . FirstMark has agreed with the international underwriters that, without the prior written consent of the global coordinators, it will not, during the period ending 180 days after the date of this prospectus: - offer, pledge, sell, contract to sell any option or contract to purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of FirstMark or any securities convertible into or exercisable or exchangeable for such shares, or - enter into any swap or other arrangement that transfers, to another in whole or in part, the economic consequences of ownership of the shares, whether any such transaction described above is to be settled by delivery of shares or other such securities, in cash or otherwise. These restrictions do not apply to shares issued in this offering or pursuant to our existing share option plan and employment arrangements. In order to facilitate the offering of the common stock, the international underwriters and/or U.S. underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the shares. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreements creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. As an additional means of facilitating the offering, the underwriters may bid for, and purchase, shares in the open market to stabilize the price of the shares. The underwriting syndicate may also reclaim selling concessions allowed to an underwriter or a dealer for distributing the shares in the offering, if the syndicate repurchases previously distributed shares to cover syndicate short positions or to stabilize the price of the shares. These activities may raise or maintain the market price of the shares above independent market levels or prevent or retard a decline in the market price of the shares. The underwriters are not required to engage in these activities, and may end any of these activities at any time. FirstMark estimates that its share of the total expenses of the offering excluding underwriting discounts and commissions will be approximately $ million. The international underwriters have the following shareholdings in FirstMark: - ABN AMRO Ventures B.V., an affilate of ABN AMRO Rothschild holds shares of Class A common stock or 5.0% of FirstMark. - Morgan Stanley Dean Witter Capital Partners IV, L.P. and certain other funds affiliated with Morgan Stanley & Co. International Limited hold shares of Class A common stock or 8.5% of FirstMark. In addition, ABN AMRO Rothschild and its affiliates have provided FirstMark with senior bank financing and performance guarantees in the past. From time to time in the ordinary course of their respective businesses, one or more of the international underwriters may engage in the future in other commercial and/or investment banking transactions with FirstMark or its affiliates. Applications have been made for the listing of the shares on the Neuer Markt segment of the Frankfurt Stock Exchange under the symbol `` ", and for quotation of the ADSs on the Nasdaq National Market under the symbol ``FMRK". FirstMark and the international underwriters have agreed to indemnify each other against some liabilities, including liabilities under the Securities Act. PRICING OF THE OFFERING Prior to the offering, there will be no public market for the shares. The initial public offering price will be determined by negotiations between FirstMark and the U.S. and international underwriters. Among the factors that will be considered in determining the initial public offering price are the future prospects of FirstMark and its industry in general, sales, earnings and certain other financial and operating information of the company in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to those of FirstMark. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth expenses and costs payable by FirstMark (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the securities described in this registration statement. All amounts are estimated except for the Securities and Exchange Commission's registration fee and the National Association of Securities Dealers' filing fee.
AMOUNT ----------- Registration fee under Securities Act....................... $ 59,400 NASD filing fee............................................. 23,000 The Nasdaq National Market fees............................. * Neuer Markt fees............................................ * Legal fees and expenses..................................... * Blue sky fees and expenses.................................. * Accounting fees and expenses................................ * Printing and engraving expenses............................. * Registrar and transfer agent fees........................... * Miscellaneous expenses...................................... * ----------- Total................................................... $ * ===========
- ------------------------ * To be filed by amendment. ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Our articles of incorporation provide for indemnification of directors and officers to the full extent provided by Luxembourg law. We have obtained insurance policies insuring our directors and officers and those of our subsidiaries against certain liabilities they may incur in their capacity as directors and officers. Under these policies, the insurer, on behalf of FirstMark, may also pay amounts for which FirstMark has granted indemnification to the directors or officers. Additionally, reference is made to the underwriting agreements filed as Exhibits 1.1 and 1.2 to this registration statement, which provides for indemnification by the underwriters of FirstMark, its directors and officers who sign the registration statement and persons who control FirstMark, under certain circumstances. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES. Since the registrant's formation on July 8, 1998, the registrant has issued and sold the following unregistered securities: 1. On July 8, 1998, the registrant was formed as FirstMark Communications Europe SCA, a legal partnership with a capital of $40,000 consisting of 1 registered unlimited liability share, par value $1,000, issued to FirstMark Communications International II LLC and 39 registered limited liability shares, par value of $1,000, issued to FirstMark Communications International LLC. The sale was conducted pursuant to an exemption from the U.S. Securities Act pursuant to Section 4(2) thereof. II-1 2. On May 21, 1999, the registrant replaced 1 registered unlimited liability share, par value $1,000 issued to FirstMark Communications International II LLC with 1 registered unlimited liability share, par value $1.50. The registrant also replaced 39 registered limited liability shares, par value of $1,000, issued to FirstMark Communications International LLC with 26,000 shares of common stock, par value $1.50 per share, and further increased its share capital by the issuance of 64,000 shares of common stock, par value $1.50 per share, to FirstMark Communications International LLC. The sale was conducted pursuant to an exemption from the U.S. Securities Act pursuant to Section 4(2) thereof and Section 3(c)(a) thereof. 3. On May 21, 1999, pursuant to a subscription agreement, the registrant agreed to issue an aggregate of 10,015 shares of Series A convertible preferred stock, par value $1.50 per share, to a private investor. Under the subscription agreement, the registrant issued to the investor 10,000 shares of Series A convertible preferred stock. In August and October 1999, the registrant issued the remaining 15 shares of Series A convertible preferred stock to the investor on January 19, 2000. The shares were issued in accordance with Regulation S of the U.S. Securities Act. 4. On January 24, 2000, in connection with a credit facilities agreement between the registrant and ABN AMRO Ventures B.V., the registrant issued 1,198 share of Series E convertible preferred stock, par value $1.50 per share, to ABN AMRO Ventures B.V. The shares were issued in accordance with Regulation S of the U.S. Securities Act. 5. On January 24, 2000, pursuant to a subscription agreement, the registrant issued 2,272 shares of Series B convertible preferred stock, par value $1.50 per share, to a private investor. The sale was conducted pursuant to an exemption from the U.S. Securities Act pursuant to Section 4(2) thereof. 6. On January 24, 2000, pursuant to a private investor's exercise of its preemptive rights under the registrant's stockholders agreement, the registrant issued 253 shares of Series B convertible preferred stock, par value $1.50 per share, and 1,106 shares of Series C convertible preferred stock, par value $1.50 per share. The shares were issued in accordance with Regulation S of the U.S. Securities Act. 7. On January 24, 2000, pursuant to a contribution agreement, the registrant issued 9,937 shares of Series C convertible preferred stock, par value $1.50 per share, to FirstMark Fiber Holdings LLC in exchange for FirstMark Fiber Holdings LLC's 80% ownership interest in LambdaNet Communications GmbH. The exchange was conducted pursuant to an exemption from the U.S. Securities Act pursuant to Section 4(2) thereof. 8. On April 7, 2000, pursuant to a subscription agreement, the registrant issued 10,392 shares of Series F-1 convertible preferred stock, par value $1.50 per share, to ABN AMRO Ventures B.V. The shares were issued in accordance with Regulation S of the U.S. Securities Act. On June 15, 2000, the registrant repurchased these shares as described below. 9. On April 27, 2000, the registrant issued 383 shares of Series E convertible preferred stock, par value $1.50 per share, to ABN AMRO Ventures B.V. For a limited time, the registrant has a call right to acquire all 383 shares of Series E convertible preferred stock at an exercise price of $1.50 per share. The options were granted in accordance with Regulation S of the U.S. Securities Act. In connection with the issuance of shares of Series E convertible preferred stock, the registrant exercised this call right as described below. On June 15, 2000, the registrant repurchased these shares as described below. 10. On June 15, 2000, pursuant to a sale and transfer agreement with ABN AMRO Ventures B.V., the registrant repurchased 10,392 shares of Series F-1 convertible preferred stock, par value II-2 $1.50 per share, belonging to ABN AMRO Ventures B.V. and 383 shares of Series E convertible preferred stock, par value $1.50 per share. These shares were subsequently reissued pursuant to a subscription agreement with certain private investors. The shares were issued in accordance with Regulation S of the U.S. Securities Act. 11. On June 15 and July 18, 2000, pursuant to a subscription agreement, the registrant issued 96,000 shares of Series F convertible preferred stock, par value $1.50 per share, and 24,000 shares of Series F-2 convertible preferred stock, par value $1.50 per share, to a group of private investors. The sale was conducted pursuant to an exemption from the U.S. Securities Act pursuant to Section 4(2) thereunder and in accordance with Regulation S. 12. On June 15, 2000, pursuant to a contribution agreement, the registrant issued 466 shares of common stock, par value $1.50 per share, to FirstMark Communications International LLC. The shares were issued pursuant to an exemption from the U.S. Securities Act pursuant to Section 4(2) thereof. 13. On June 26, 2000, pursuant to a letter agreement, the registrant committed and became obligated to issue, subject to certain adjustments contained in the letter, approximately 541 shares of common stock, par value $1.50 per share, to Audiocom S.A. The exchange is expected to be conducted pursuant to an exemption from the U.S. Securities Act pursuant to Regulation S thereof. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. The following documents are filed as exhibits to this registration statement:
EXHIBIT NO. DESCRIPTION ------- ----------- 1.1 Form of U.S. Underwriting Agreement.* 1.2 Form of International Underwriting Agreement.* 3.1 Form of Amended Articles of Incorporation of FirstMark Communications Europe S.A.* 4.1 Specimen Certificate representing the Class B Common Stock.* 4.2 Form of Depositary Agreement among FirstMark Communications Europe S.A., Bankers Trust Company (as Depositary) and Registered Holders and Beneficial Owners of American Depositary Receipts issued thereunder.* 5.1 Opinion of Arendt & Medernach as to the legality of the shares of Common Stock registered hereunder.* 10.1 Form of Fourth Amended and Restated Stockholders Agreement by and among FirstMark Communications Europe S.A., FirstMark Communications International L.L.C., FirstMark Communications International II L.L.C., FirstMark Fiber Holdings L.L.C. and Other Investors Signatory thereto.* 10.2 1999 Stock Option Plan.* 10.3 2000 Stock Option Plan.* 10.4 Shareholders Agreement among the Shareholders of FirstMark Communications France SAS, dated as of January 21, 2000. 10.5 Partners Agreement between the Partners of FirstMark Communications Espana, S.L., dated November 18, 1999. 10.6 Credit Agreement between LambdaNet Communications GmbH, Hanover and Bayerische Hypo- und Vereinsbank Aktiengesellschaft, Munich, dated January 21, 2000.
II-3 10.7 Euro 480 Million Multi-Tranche Senior Facility Agreement between FirstMark Communications Deutschland Holdings GmbH (as borrower), FirstMark Communications Deutschland GmbH (as guarantor), Deutsche Bank AG (as arranger and fronting bank), Deutsche Bank Luxembourg S.A. (as facility agent), Deutsche Bank Luxembourg S.A. (as security agent), and each Financial Institutions Listed therein, dated May 2000; Supplemental Agreement dated May 2000; Equity Commitment Undertaking dated May 2000; and Amendment Agreement dated 2000. 10.8 ABN-AMRO Bank's Guarantee for FirstMark Communications Espana, S.L., dated April 7, 2000. 10.9 Commercial Contract of Counter Guaranteee and Disclosure of Security Bond between FirstMark Communications Europe and the other parties named therein, dated April 7, 2000. 10.10 Contract on the Usage of Optical Waveguides and Technical Systems Premises between Carriers' Carrier Gesellschaft mbH and GasLine GmbH & Co. KG, dated July 14, 1999. Application to be filed with the Securities and Exchange Commission, pursuant to Rule 406 of the Securities Act of 1933, as amended, for confidential treatment of certain portions of this exhibit. 10.11 Loan Contract and Convertible Bond between CCG Carriers' Carrier GmbH, FirstMark Fiber Holdings L.L.C., LambdaNet Communications Mitarbeiter GbR, and GasLINE Telekommunikationsnetzgesellschaft, dated July 14, 1999. 10.12 Connection Service Agreement between Louis Dreyfus Communications S.A. and LambdaNet Communications France SAS, dated April 26, 2000. Application to be filed with the Securities and Exchange Commission, pursuant to Rule 406 of the Securities Act of 1933, as amended, for confidential treatment of certain portions of this exhibit. 10.13 Contract for Access to Subscriber's Line between FirstMark Communications Deutschland GmbH and Deutsche Telekom AG, dated November 19, 1999. 10.14 Interconnection Contract between FirstMark Communications Deutschland GmbH and Deutsche Telekom AG, dated March 29, 2000. Application to be filed with the Securities and Exchange Commission, pursuant to Rule 406 of the Securities Act of 1933, as amended, for confidential treatment of certain portions of this exhibit. 10.15 Agreement regulating the Provision of and Transferring Control over Carrier Fixed Links for the FirstMark Network between FirstMark Communications Deutschland GmbH and Deutsche Telekom AG, dated April 6, 2000. 10.16 Skeleton Contract between Carriers' Carrier Gesellschaft mbH and Nortel DASA Network Systems GmbH & Co. KG for Purchase of Transmission Systems and Related Services, dated September 21, 1999. Application to be filed with the Securities and Exchange Commission, pursuant to Rule 406 of the Securities Act of 1933, as amended, for confidential treatment of certain portions of this exhibit. 10.17 Framework Agreement between LambdaNet Communications Gesellschaft mbH and Nortel Networks plc, dated April 12, 2000. Application to be filed with the Securities and Exchange Commission, pursuant to Rule 406 of the Securities Act of 1933, as amended, for confidential treatment of certain portions of this exhibit. 10.18 European Agreement between FirstMark Communications Europe SA and Siemens AG, dated May 16, 2000; PMP Contract between FirstMark Communications Deutschland GmbH and Siemens Aktiengesellschaft, dated May 25, 2000. Application to be filed with the Securities and Exchange Commission, pursuant to Rule 406 of the Securities Act of 1933, as amended, for confidential treatment of certain portions of this exhibit. 10.19 Services Agreement between FirstMark Communications International L.L.C. and FirstMark Communications Europe S.A., executed as of June 15, 2000. 10.20 Services Agreement between FirstMark Communications Europe S.A. and FirstMark Communications Latin American L.L.C., made on March 31, 2000.
II-4 10.21 Employment Contract between FirstMark Europe Ltd. and Timothy A. Samples, made on May 11, 2000. 10.22 Promissory Note between Timothy A. Samples and FirstMark Communications Europe SA for $1,000,000, dated May 11, 2000. 10.23 Stock Option Agreement between FirstMark Communications Europe SA and Timothy A. Samples, dated May 11, 2000. 10.24 Employment Contract between FirstMark Europe Ltd. and Bob Koenig, made on April 5, 2000. 10.25 Promissory Note between Bob Koenig and FirstMark Communications Europe SA for $500,000, dated April 5, 2000. 10.26 Employment Contract between FirstMark Europe SCA and Michael J. Taylor, made on April 19, 1999. 10.27 Employment Contract between FirstMark Europe Ltd. and Keith Cornell, made on October 13, 1999. 10.28 Employment Contract between FirstMark Europe SCA and Donal Byrne, made on September 13, 1999. 10.29 Employment Contract between FirstMark Europe SCA and Dr. Dieter Finke, made on April 30, 1999. 10.30 License Class 3 for the Operation of Infrastructure for Offering Telecommunications Services to the public by the Licensee or Third Parties. 10.31 License Class 4 for Voice Telephony based on Self-Operating Telecommunciations Networks. 10.32 Granting of Spanish C2 Licenses by the Spanish Ministry of Development and Infrastructure, dated March 8, 2000. 10.33 Trademark Agreement between FirstMark Holdings L.L.C. and FirstMark Communications Europe S.A., dated , 2000.* 11.1 Statement re computation of earnings per share.* 21.1 Subsidiaries of the registrant. 23.1 Consent of Arthur Andersen. 23.2 Consent of Arthur Andersen. 23.3 Consent of Arendt & Madernach (included in exhibit 5.1).* 24.1 Power of Attorney (included on signature page). 27 Financial Data Schedule.*
- ------------------------ *To be filed by amendment. ITEM 17. UNDERTAKINGS. Insofar as indemnification for liabilities arising under the U.S. Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 The undersigned registrant hereby undertakes that: (1) It will provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. (2) For purposes of determining any liability under the U.S. Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the U.S. Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (3) For the purpose of determining any liability under the U.S. Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on August 11, 2000. FIRSTMARK COMMUNICATIONS EUROPE S.A. BY: /S/ TIMOTHY SAMPLES ----------------------------------------- Timothy Samples CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Samples, Robert Koenig, Donal Byrne and Raj De Datta, and each of them, his true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and any registration statement related to the offering contemplated by this registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as might or could be done in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. II-7 Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ LYNN FORESTER Co-Chairman of Board of ------------------------------------------- Directors August 11, 2000 Lynn Forester /s/ MICHAEL PRICE Co-Chairman of Board of ------------------------------------------- Directors August 11, 2000 Michael Price /s/ TIMOTHY SAMPLES Chief Executive Officer ------------------------------------------- (Principal Executive August 11, 2000 Timothy Samples Officer) and Director /s/ ROBERT KOENIG Chief Financial Officer ------------------------------------------- (Principal Financial August 11, 2000 Robert Koenig Officer) /s/ VICTOR BISCHOFF Director ------------------------------------------- August 11, 2000 Victor Bischoff /s/ JUAN LUIS CEBRIAN Director ------------------------------------------- August 11, 2000 Juan Luis Cebrian /s/ EDWARD A. GILHULY Director ------------------------------------------- August 11, 2000 Edward A. Gilhuly Director ------------------------------------------- , 2000 Alan E. Goldberg /s/ FRANCOIS JACLOT Director ------------------------------------------- August 11, 2000 Francois Jaclot /s/ DAVID LEE Director ------------------------------------------- August 11, 2000 David Lee /s/ SIR EVELYN DE ROTHSCHILD Director ------------------------------------------- August 11, 2000 Sir Evelyn de Rothschild /s/ LAWRENCE B. SORREL Director ------------------------------------------- August 11, 2000 Lawrence B. Sorrel /s/ BARRY S. VOLPERT Director ------------------------------------------- August 11, 2000 Barry S. Volpert /s/ HELMUT WERNER Director ------------------------------------------- August 11, 2000 Helmut Werner
II-8 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ------- ----------- 1.1 Form of U.S. Underwriting Agreement.* 1.2 Form of International Underwriting Agreement.* 3.1 Form of Amended Articles of Incorporation of FirstMark Communications Europe S.A.* 4.1 Specimen Certificate representing the Class B Common Stock.* 4.2 Form of Depositary Agreement among FirstMark Communications Europe S.A., Bankers Trust Company (as Depositary) and Registered Holders and Beneficial Owners of American Depositary Receipts issued thereunder.* 5.1 Opinion of Arendt & Medernach as to the legality of the shares of Common Stock registered hereunder.* 10.1 Form of Fourth Amended and Restated Stockholders Agreement by and among FirstMark Communications Europe S.A., FirstMark Communications International L.L.C., FirstMark Communications International II L.L.C., FirstMark Fiber Holdings L.L.C. and Other Investors Signatory thereto.* 10.2 1999 Stock Option Plan.* 10.3 2000 Stock Option Plan.* 10.4 Shareholders Agreement among the Shareholders of FirstMark Communications France SAS, dated as of January 21, 2000. 10.5 Partners Agreement between the Partners of FirstMark Communications Espana, S.L., dated November 18, 1999. 10.6 Credit Agreement between LambdaNet Communications GmbH, Hanover and Bayerische Hypo- und Vereinsbank Aktiengesellschaft, Munich, dated January 21, 2000. 10.7 Euro 480 Million Multi-Tranche Senior Facility Agreement between FirstMark Communications Deutschland Holdings GmbH (as borrower), FirstMark Communications Deutschland GmbH (as guarantor), Deutsche Bank AG (as arranger and fronting bank), Deutsche Bank Luxembourg S.A. (as facility agent), Deutsche Bank Luxembourg S.A. (as security agent), and each Financial Institutions Listed therein, dated May 2000; Supplemental Agreement dated May 2000; Equity Commitment Undertaking dated May 2000; and Amendment Agreement dated 2000. 10.8 ABN-AMRO Bank's Guarantee for FirstMark Communications Espana, S.L., dated April 7, 2000. 10.9 Commercial Contract of Counter Guaranteee and Disclosure of Security Bond between FirstMark Communications Europe and the other parties named therein, dated April 7, 2000. 10.10 Contract on the Usage of Optical Waveguides and Technical Systems Premises between Carriers' Carrier Gesellschaft mbH and GasLine GmbH & Co. KG, dated July 14, 1999. Application to be filed with the Securities and Exchange Commission, pursuant to Rule 406 of the Securities Act of 1933, as amended, for confidential treatment of certain portions of this exhibit. 10.11 Loan Contract and Convertible Bond between CCG Carriers' Carrier GmbH, FirstMark Fiber Holdings L.L.C., LambdaNet Communications Mitarbeiter GbR, and GasLINE Telekommunikationsnetzgesellschaft, dated July 14, 1999. 10.12 Connection Service Agreement between Louis Dreyfus Communications S.A. and LambdaNet Communications France SAS, dated April 26, 2000. Application to be filed with the Securities and Exchange Commission, pursuant to Rule 406 of the Securities Act of 1933, as amended, for confidential treatment of certain portions of this exhibit. 10.13 Contract for Access to Subscriber's Line between FirstMark Communications Deutschland GmbH and Deutsche Telekom AG, dated November 19, 1999.
10.14 Interconnection Contract between FirstMark Communications Deutschland GmbH and Deutsche Telekom AG, dated March 29, 2000. Application to be filed with the Securities and Exchange Commission, pursuant to Rule 406 of the Securities Act of 1933, as amended, for confidential treatment of certain portions of this exhibit. 10.15 Agreement regulating the Provision of and Transferring Control over Carrier Fixed Links for the FirstMark Network between FirstMark Communications Deutschland GmbH and Deutsche Telekom AG, dated April 6, 2000. 10.16 Skeleton Contract between Carriers' Carrier Gesellschaft mbH and Nortel DASA Network Systems GmbH & Co. KG for Purchase of Transmission Systems and Related Services, dated September 21, 1999. Application to be filed with the Securities and Exchange Commission, pursuant to Rule 406 of the Securities Act of 1933, as amended, for confidential treatment of certain portions of this exhibit. 10.17 Framework Agreement between LambdaNet Communications Gesellschaft mbH and Nortel Networks plc, dated April 12, 2000. Application to be filed with the Securities and Exchange Commission, pursuant to Rule 406 of the Securities Act of 1933, as amended, for confidential treatment of certain portions of this exhibit. 10.18 European Agreement between FirstMark Communications Europe SA and Siemens AG, dated May 16, 2000; PMP Contract between FirstMark Communications Deutschland GmbH and Siemens Aktiengesellschaft, dated May 25, 2000. Application to be filed with the Securities and Exchange Commission, pursuant to Rule 406 of the Securities Act of 1933, as amended, for confidential treatment of certain portions of this exhibit. 10.19 Services Agreement between FirstMark Communications International L.L.C. and FirstMark Communications Europe S.A., executed as of June 15, 2000. 10.20 Services Agreement between FirstMark Communications Europe S.A. and FirstMark Communications Latin American L.L.C., made on March 31, 2000. 10.21 Employment Contract between FirstMark Europe Ltd. and Timothy A. Samples, made on May 11, 2000. 10.22 Promissory Note between Timothy A. Samples and FirstMark Communications Europe SA for $1,000,000, dated May 11, 2000. 10.23 Stock Option Agreement between FirstMark Communications Europe SA and Timothy A. Samples, dated May 11, 2000. 10.24 Employment Contract between FirstMark Europe Ltd. and Bob Koenig, made on April 5, 2000. 10.25 Promissory Note between Bob Koenig and FirstMark Communications Europe SA for $500,000, dated April 5, 2000. 10.26 Employment Contract between FirstMark Europe SCA and Michael J. Taylor, made on April 19, 1999. 10.27 Employment Contract between FirstMark Europe Ltd. and Keith Cornell, made on October 13, 1999. 10.28 Employment Contract between FirstMark Europe SCA and Donal Byrne, made on September 13, 1999. 10.29 Employment Contract between FirstMark Europe SCA and Dr. Dieter Finke, made on April 30, 1999. 10.30 License Class 3 for the Operation of Infrastructure for Offering Telecommunications Services to the public by the Licensee or Third Parties. 10.31 License Class 4 for Voice Telephony based on Self-Operating Telecommunciations Networks. 10.32 Granting of Spanish C2 Licenses by the Spanish Ministry of Development and Infrastructure, dated March 8, 2000. 10.33 Trademark Agreement between FirstMark Holdings L.L.C. and FirstMark Communications Europe S.A., dated , 2000.* 11.1 Statement re computation of earnings per share.* 21.1 Subsidiaries of the registrant.
23.1 Consent of Arthur Andersen. 23.2 Consent of Arthur Andersen. 23.3 Consent of Arendt & Madernach (included in exhibit 5.1).* 24.1 Power of Attorney (included on signature page). 27 Financial Data Schedule.*
- ------------------------ *To be filed by amendment. EX-10.4 2 ex-10_4.txt EXHIBIT 10.4 Exhibit 10.4 SHAREHOLDERS AGREEMENT AMONG THE SHAREHOLDERS OF FIRSTMARK COMMUNICATIONS FRANCE SAS In Paris, as of 21 January 2000 BETWEEN (a) THE ONE PARTY, FIRSTMARK COMMUNICATIONS EUROPE, S.A., a Company validly incorporated and existing under and pursuant to the laws of Luxembourg, with registered address in Rue de Jean Monet, 6, L-2180, Luxembourg, and entered in the Companies Register under number B65610 (hereinafter, "FMCE"). FMCE is represented in this act by Mr. Keith Arthur Cornell, of legal age, with Passport number 054773566, with professional address in Russell Square House, 10-12, Russell Square, London WC1B 5HB, United Kingdom, in his capacity as attorney of the same. (b) THE OTHER PARTY, SUEZ LYONNAISE DES EAUX, a SOCIETE ANONYME with share capital of 1,970,199,490 Euros whose head-office is at 72 avenue de la Liberte, 92000 Nanterre, and registered at the Commercial and Corporate Registry of Nanterre under number B 542 062 559 (hereinafter "AAA"). AAA is represented by Mr. Patrick Lefort, duly authorized. -1- (c) THE OTHER PARTY, GROUPE ARNAULT S.A., a SOCIETE ANONYME with share capital of 317,045,600 Francs whose head-office is at 41, avenue Montaigne, 75008 Paris, and registered at the Commercial and Corporate Registry of Paris under number B 887 180 867 (hereinafter "BBB"). BBB is represented in this act by Nicolas Bazire, duly authorized. (d) THE OTHER PARTY, RALLYE S.A., a SOCIETE ANONYME with share capital of 557,319,600 Francs, whose head-office is at 83, rue du Faubourg Saint-Honore, 75008 Paris, and registered at the Commercial and Corporate Registry of Paris under number B 054 500 574 (hereinafter "CCC") CCC is represented in this act by Mr. Michel Savart, duly authorized. (e) THE OTHER PARTY, PONTHIEU VENTURES, a SOCIETE ANONYME with share capital of 3,040,380 Euros, whose head-office is at 50 avenue des Champs-Elysees, 75008 Paris, and registered at the Commercial and Corporate Registry of Paris under number B 382 304 350 (hereinafter "DDD") DDD is represented in this act by Mr. Michel Savart, duly authorized. (f) THE OTHER PARTY, BANQUE POUR L'EXPANSION INDUSTRIELLE SA (Banexi SA), a SOCIETE ANONYME with a share capital of 95,775,456 euros, whose head office is at 1, Boulevard Haussmann, 75009 Paris, and registered at the Commercial and Corporate Registry of Paris under number B 552 108 011, represented by Jean-Jacques Bertrand, duly empowered, for the purposes hereof. BNP EUROPE TELECOM AND MEDIA FUND II L.P. (BNP ETMF II L.P.), represented by its General Partner, General Business Finance and Investment Ltd (GBFI Ltd), a limited -2- liability company residing at Grand Cayman (Cayman Islands) c/o Maples and Calder, P/O BOX 309, Ugland House South Church Street and registered under number 89453, represented by Jean-Jacques Bertrand, duly empowered, for the purposes hereof. NATIO VIE DEVELOPPEMENT (NVD), FCPR managed by the management company BNP Private Equity SA, SOCIETE ANONYME with a share capital of 3,000,000 euros whose head office is at 12, rue Chauchat, 75009 Paris, and registered at the Commercial and Corporate Registry of Paris under number B 348 541 145, represented by Jean-Jacques Bertrand, duly empowered for the purposes hereof. BANEXI S.A., BNP ETMF II L.P. and NVD hereinafter together referred to as "EEE". EEE is represented in this act by Mr. Jean-Jacques Bertrand, duly authorized. FMCE, AAA, BBB, CCC, DDD, and EEE may likewise be referred to individually herein as a "PARTY" or "SHAREHOLDER" and jointly as the "PARTIES" or "Shareholders"; And FMCF, a French company incorporated under the legal form of a SOCIETE A RESPONSABILITE LIMITEE on July 27, 1998, and converted into the legal form of a SOCIETE PAR ACTIONS SIMPLIFIEE pursuant to a decision of the sole partner thereof made on January 13, 2000, entered in the Lyon Companies Register under the number 419 678 826, with registered address in Lyon, 69003, 1 Boulevard Vivier Merle, (hereinafter, "FMCF"). THEY DECLARE I. That up to the date of this Agreement FMCE is the sole shareholder of the company FMCF, a French company incorporated under the legal form of a SOCIETE A RESPONSABILITE LIMITEE on July 27, 1998, and has been converted into the legal form of a SOCIETE PAR ACTIONS SIMPLIFIEE pursuant to a decision of the sole partner thereof made on January 13, 2000, entered in the Lyon Companies Register under the number 419 678 826, with registered address in Lyon, 69003, 1 Boulevard Vivier Merle. II. The business purpose of FMCF is (i) the construction, deployment, marketing and operation of telecommunications local-loop access networks and systems in France utilising broadband wireless local loop technology, ADSL, and any other broadband local access technology, (ii) the application for and obtaining of all necessary licenses, -3- approvals and permits in relation to the foregoing; (iii) the leasing of sites for the operation of the business described in (i) above; (iv) the provision and marketing of information and telecommunication services, including without limitation voice telephony, video, data and Internet services and (v) the training and development of employees and consultants in relation to the foregoing (hereinafter, the "BUSINESS OF FMCF") and FMCF is and will be as long as this Shareholders Agreement is in force the sole vehicle for the access business of FMCE and its Affiliates in France. III. That as part of its strategy of implementation of the Business of FMCF: (i) FMCF has been granted: (i.1) a license to establish and operate an experimental public local radio loop network and to provide a public telephone service issued by the French Minister in charge of telecommunications under articles L33-1 and L34-1 of the Post and Telecommunication Code, dated October 19, 1998 (published in the "JOURNAL OFFICIEL DE LA REPUBLIQUE FRANCAISE" dated November 8, 1998) and modified by an "ARRETE" dated November 26, 1999 (published in the "JOURNAL OFFICIEL DE LA REPUBLIQUE FRANCAISE" dated December 23, 1999); (i.2) an allocation of frequencies in the 27,5 - 29,5 GHz frequency band for a local radio loop experimentation by decision nDEG.98-1012 of the French Telecommunications Regulatory Authority ("ART") dated December 4, 1998, extended by Decision nDEG.99-1164 dated December 24, 1999. IV. That the French Secretary of State for Industry has published a notice on November 30, 1999 launching, on proposal of the ART, separate public calls for tenders for awarding licenses related to: (i) local radio loop networks in the 3,5 GHz and 26 GHz frequency band across the metropolitan territory, (ii) local radio loop networks in the 26 GHz frequency band in each of the regions of the metropolitan territory, (iii) local radio loop networks in the overseas territories, and, consequently, the Parties have decided that FMCF should formulate the -4- appropriate tenders, in the calls described in (i) and (ii) above for a national license and a maximum of 22 regional licenses, excluding the tender for overseas territories, and present whatever documents that might be necessary and/or required by the relevant bidding conditions, with the aim of it being awarded the said licenses in any of the competitions described in (i) and (ii) above (hereinafter, the "TENDERS"). V. That the Parties acknowledge the possibilities for expansion of their own businesses and of the Business of FMCF in France that any future collaboration between them could entail, and in this regard they share the view that their respective activities could be strengthened by sharing their infrastructure, technology, business experience, human potential and other resources on appropriate economic terms. VI. That the Parties are interested in actively participating in the French telecommunications sector and in this regard they have entered into the capital of FMCF in the terms and conditions set out in this Shareholders Agreement and that all of the Parties are interested in implementing and developing the Business Plan of FMCF as defined in Clause II 5 (ix) h) below. A sample summary of the entire Business Plan is attached as SCHEDULE 1. The Parties reciprocally acknowledge the sufficient capacity of the others in this act and they agree to enter into the capital of FMCF in accordance with the following. -5- CLAUSES I. OBJECT OF THIS AGREEMENT 1. The object of this Agreement consists of establishing: (i) the terms and conditions under which each of the Parties hereby enters into the capital of FMCF; and (ii) the bases and scope of collaboration by the Parties so that FMCF might successfully: (ii.1) - be awarded a national license for establishment and operation of a public network for broadband radio access (3,5 and 26 GHz), the provision of public telephone service and the frequency allocation connected to it; or some numbers of - 22 regional licenses for the establishment and operation of a public network for broadband radio access in the band in 26 GHz, the provision of public telephone service and the frequency allocation connected to it, hereinafter, the "LICENSES"; and (ii.2) develop its strategy of implementation in France and achieve its immediate aim of becoming a leading company in the sector. 2. For the purpose of exercising any Shareholders rights to representation on the Board of Directors or any other corporate organs, the shares held by any Affiliate (as defined in Clause II 10.4 hereinbelow) of a Party and/or by any investment fund referred to in Clause II 10.4 which is managed or advised by such Party or any Affiliate of such Party, shall be considered to be held by a single shareholder. 3. The Parties hereby agree that FMCF shall be converted from A SOCIETE PAR ACTIONS SIMPLIFIEE into a SOCIETE ANONYME at the earliest opportunity. -6- II. INCORPORATION OF THE PARTIES INTO THE CAPITAL OF FMCF 1. SUBSCRIPTION OF CAPITAL INCREASE OF FMCF FMCE has agreed, as the sole shareholder of FMCF, to vote the necessary resolutions by FMCF ("FMCF'S RESOLUTION") at the latest on 31 January 2000 : (i) to increase the capital of FMCF up to 1,000,000 Euros in order for Parties to subscribe for it (the "INITIAL CAPITAL PRICE"); (ii) to elect the Directors in accordance with Clause II 5. 2. FUNDING 2(a) Funding Commitments The Parties shall subscribe for and fully pay the capital increase in FMCF on the date hereof, in the following proportions and shall sign a letter of financial undertaking to be delivered to the ART in connection with the Tenders complying with the model attached as SCHEDULE II.2 (A) of this Agreement committing themselves to contribute the needed capital of FMCF and provide the needed shareholder funding to FMCF: ------------------------------------------------------------ SHAREHOLDER % OF CAPITAL IN FMCF AFTER INCREASE ------------------------------------------------------------ ------------------------------------------------------------ FMCE 34% ------------------------------------------------------------ ------------------------------------------------------------ AAA 18% ------------------------------------------------------------ ------------------------------------------------------------ BBB 18% ------------------------------------------------------------ ------------------------------------------------------------ CCC 10% ------------------------------------------------------------ ------------------------------------------------------------ DDD 10% ------------------------------------------------------------ ------------------------------------------------------------ EEE 10% ------------------------------------------------------------ -7- 2 (b) Initial Funding FMCE represents and warrants that the statement of income and expenditures attached hereto as SCHEDULE II.2 (B) shows all expenditures actually incurred on behalf of FMCF until 31 December 1999 and all expenses expected to be incurred on behalf of FMCF until 31 July 2000 (together the "INITIAL EXPENSES") as part of the budgeted pre-license costs until the date on which the Licenses are definitively awarded. FMCE further represents and warrants that no expenses or liabilities have been incurred on behalf of FMCF, other than those referred to in the previous paragraph, and that there exist no actual or potential liabilities (including liabilities for unpaid taxes or social contributions, or liabilities arising from any actual, pending or threatened litigation) other than the Initial Expenses. Based on the said representations and warranties of FMCE, the Parties hereby undertake to provide funding to FMCF in the amount of 5,000,000 Euros (including their contribution of 1,000,000 Euros to the capital of FMCF referred to above) for the purpose of funding the Initial Expenses. The Parties have agreed that the amount of the Initial Expenses incurred on behalf of FMCF and to be covered by the initial funding provided by the Parties to FMCF (including the initial capital contribution of 1,000,000 Euros), shall not exceed 5,000,000 Euros. Any excess of actual Initial Expenses over such amount shall be entirely funded by FMCE and FMCF shall have no liability therefor. 2 (c) Additional Funding The Parties acknowledge that, in order to finance the Business of FMCF, additional funding of FMCF to the capital subscribed by each Party will be required. Accordingly, the Parties agree that to the extent that FMCF determines (in accordance with the terms hereof) that the Business of FMCF should be financed through capital and other cash contributions from the Shareholders, the Parties will contribute such capital and cash contributions pro rata with their respective holdings in FMCF, subject to the following: (i) such a resolution being agreed to in a Shareholders Meeting on a proposal from the Board of Directors adopted with the objection or abstention of a maximum of 1 member of the Board; and -8- (ii) subject to the provisions of (iii) below, in an aggregate amount, based on the number of licenses actually granted to FMCF, not to exceed 250 million EUROS (such amount representing the portion of the financing requirements of FMCF to be funded by FMCF's shareholders if FMCF is awarded a national license, in accordance with the Business Plan), and in such cases the Parties shall make their contributions within sixty (60) days of the call for such contribution being made by FMCF. Where in the case of any capital contribution decided on by FMCF which does not involve the aggregate capital and other shareholder contributions of the Parties exceeding 250 million Euros, any Party fails to contribute its proportionate share of such contribution, within sixty (60) days of the call for such contribution being made by FMCF (a "Defaulting Party"), then (i) such Defaulting Party shall have a further period of fifteen (15) days (the "Additional Period") within which to make its contribution, together with interest thereon for the period from the date on which the call is made by FMCF at 10% per annum and (ii) where the Defaulting Party has not made its contribution as aforesaid within the Additional Period, all Parties which have contributed their proportionate share of such contribution ("Non-Defaulting Parties") shall, notwithstanding anything to the contrary in Clauses II 10.1 and II 10.2, be entitled on first demand, made within sixty (60) days from the end of the Additional Period, to acquire all or any portion of the shares of a Defaulting Party in FMCF at a price equal to the lesser of the nominal value and the book value of such shares. Each Non-Defaulting Party shall be entitled to acquire that portion of a Defaulting Party's shares that is equal to the ratio which such Non-Defaulting Party's shares in FMCF represents with respect to the total shares in FMCF held by all Non-Defaulting Parties. Where any Non-Defaulting Party does not exercise its rights hereunder to the full extent thereof, any available shares of any Defaulting Party may be acquired by any other Non-Defaulting Party ("Acquiring Non-Defaulting Party") pro rata with respect to the shares held by all Acquiring Non-Defaulting Parties in FMCF, until all Defaulting Parties' shares which any Non-Defaulting Party wishes to acquire have been acquired. (iii)the Parties may decide to increase the capital contributions required from the Parties over and above 250 million Euros provided that the Parties do so by means of a resolution being agreed in a Shareholders Meeting on a proposal from the Board of Directors adopted with the objection or abstention of maximum 1 -9- member of the Board. If after the aggregate capital and other shareholder contributions, including all shareholder advances on current account, of the Parties to FMCF have reached 250 million Euros any Party decides not to make its any additional contributions voted by FMCF in accordance herewith, the participation of such Party in FMCF will be diluted accordingly based on a valuation of FMCF which is the greater of (i) the aggregate of all capital and cash contributions made by the Parties to FMCF, and (ii) the fair market value of FMCF as determined by an expert. 3. PREFERENTIAL SUBSCRIPTION RIGHTS Each Shareholder shall have a preferential subscription right to purchase such new participations as FMCF may from time to time issue. The Parties agree to not unreasonably oppose their waiver of such preferential rights and therefore allow the entry in the capital of FMCF of a new shareholder, in the event of the issuance of options or securities, as compensation to employees (provided, such compensation does not exceed 10% of the issued and outstanding fully diluted share capital after giving effect to such issuance), exercisable for, common stock and provided the Shareholders Meeting, approves a resolution in this sense on a proposal from the Board of Directors adopted with the objection or abstention of a maximum of 1 member of the Board. 4. SHAREHOLDERS MEETINGS: QUORA AND MAJORITIES (i) The quorum to validly hold any Meeting of Shareholders shall be that provided by law. (ii) Notice for Meetings of Shareholders, procedures for resolutions at such meetings and any other necessary rules with respect thereto shall be as provided in FMCF's Articles of Association or by law ("LOI NDEG.66-537 DU 24 JUILLET 1966 SUR LES SOCIETES COMMERCIAlES"), (hereinafter, the "LAW"). (iii) Shareholders shall be entitled to exercise their rights to vote by proxy at Meetings of Shareholders as provided by the Law. (iv) Whenever FMCF, the Shareholders Meeting, or the Board of Directors is -10- required to take or refrain from taking an action under this Agreement, the Parties hereby undertake to cause the relevant corporate body of FMCF to cause FMCF to take or refrain from taking all such actions. (v) Resolutions of the Meetings of Shareholders which by Law require a qualified majority shall only be adopted on a proposal of the Board of Directors adopted with the objection or abstention of maximum 2 members of the Board. 5. BOARD OF DIRECTORS: APPOINTMENT OF MEMBERS, QUORA AND MAJORITIES (i) FMCF shall have a Board of Directors (hereinafter, the "BOARD") consisting initially of eleven (11) directors, (hereinafter each individually, a "DIRECTOR" and collectively, the "DIRECTORS"). (ii) Based on the shareholding set out in Clause II 2(a) above, FMCE shall be entitled to nominate 4 Directors, AAA and BBB shall each be entitled to nominate 2 Directors and CCC, DDD and EEE shall each be entitled to nominate 1 Director. For so long as FMCE has a percentage participation of more than 20% but no greater than 34% it shall be entitled to designate 4 Directors, if its percentage participation is more than 15% but no greater than 20% it shall be entitled to designate 3 Directors ; if its percentage participation is more than 10% but no greater than 15% it shall be entitled to designate 2 Directors ; if its percentage participation is 5% or more but no greater than 10%, it shall be entitled to 1 Director. FMCE shall be entitled to designate an additional Director for each additional 9% participation it holds over and above 34%. All members of the Board not designated by FMCE shall be agreed and designated exclusively by the other Parties, provided that each such other Shareholder shall in all cases be entitled to designate 1 Director if it has a percentage participation of at least 5%. (iii) Directors may at any time be removed, without compensation, with or without cause, by the Shareholders Meeting provided that the Directors appointed to replace the removed Directors shall be designated by the Party which designated the removed Director or its successor. (iv) The term of office of a Director shall be three (3) years. Directors shall be eligible to serve successive terms. If at any time a Shareholder ceases to be entitled pursuant to the -11- provisions hereof to be represented by the number of Directors which represent such Shareholder on the Board, the necessary number of Directors designated by such Shareholder shall immediately resign so that following such resignation(s) the Shareholder shall only be represented by the number of Directors to which it is entitled. (v) The Board shall select one Director as Chairman who shall act as such at meetings of the Board and Meetings of Shareholders. Such Director shall in all cases be counted as an FMCE designated Director for the purpose of FMCE's entitlement to Board representation hereunder. (vi) Meetings of the Board shall take place at such times as may be required by Law or as requested by the Chairman or three (3) Directors, with a minimum of one each calendar quarter (such regular meetings to be held with at least 15 days prior notice) at such place, within or out of France, as shall be specified by the Chairman. For all other meetings and unless otherwise agreed in writing by all the Directors, at least five (5) day's prior notice in writing shall be given, which notice shall indicate the agenda to be considered at the meeting. (vii) In order to have a quorum at meetings of the Board at least two thirds (2/3) of the members of the Board must be present or represented. (viii) Directors shall be entitled to participate and exercise their rights to vote in the meetings of the Board, either by attending the meetings in person or by proxy to another Director. Each Director, including the Chairman, shall have one vote. (ix) Save as otherwise provided in this Agreement, any questions arising at any meeting of the Board shall be decided by a majority of votes of the Directors present or represented. Where any provision of this Agreement provides that the approval of a specific number of Directors is required for a measure to be adopted or approved, the number shall be calculated taking into account the Directors present or represented at the relevant meeting. The Board shall take the following actions or pass resolutions in respect of any of the matters listed below if and only if there is an objection or abstention of a maximum of 2 members of the Board: a) the granting of credits, loans or any other financing to third parties, that exceeds the limits or amounts previously established and approved by the Board; -12- b) the entering into any deed or transaction that has as an objective the guarantee of debts or liabilities in charge of any person or assume the obligation to indemnify any other person of any liability or obligation in which it may incur; c) the purchase, sale, lease or encumbrance of real estate through sale agreements or in any other manner, or the entering into, altering or modifying the terms or any lease or other contract concerning real estate and that such amount exceeds the limits previously established and approved by the Board; d) the entering into, transferring, modifying, cancelling or termination of any license agreement, technical assistance agreement, technical or administrative services agreement or any other similar agreements in which FMCF is a party; e) the incurring by FMCF of any borrowing or any other indebtedness or liability in the nature of borrowing which in aggregate exceed 10 million EUROS in any one year provided always that such indebtedness or liability is outside the scope of the Business Plan or exceeds the limits previously established by the Board; f) the creation of any mortgage, charge or other encumbrance over any asset of FMCF and the giving of any guarantee by FMCF other than in the ordinary course of business; g) the disposal (including the lease to a third party) or acquisition of assets or the making of capital or operating expenditures by FMCF in any financial year, in an aggregate annual amount, or with an aggregate book value, market value or sale value, computed on an annual basis, in excess of 5 Million Euros or which would exceed by at least 5 % the corresponding amounts approved in the Business Plan. h) the approval and amendment or substitution of FMCF's business plan (as approved by the Parties on the date hereof and that will be presented for each of the Licenses, the "BUSINESS PLAN"). For the purposes of this Agreement, Business Plan shall mean FMCF's 5-year base financial model with respect to the national license and those of the twenty-two (22) regional licenses referred to in Recital IV above awarded to FMCF, as agreed and approved by the Parties, and to be reviewed and approved annually or as required by material and unforeseen changes in the Business of FMCF. Such Business Plan shall comprise a financial plan setting out cash flow charts, income and expenses statements, balance sheet, profit and loss forecasts and financing proposals using capital or borrowings, it being understood that any change in the Business Plan must not alter the financial commitments undertaken by the Parties or, as the case may be, their respective direct or indirect shareholders and given to the ART in connection with the Tenders; -13- i) the making of any interconnection or other agreements with long distance operators where the value of any such contract or the total annual value of such contracts is at least five million (5,000,000) Euros; j) the declaration or distribution of any dividend or other payment out of the distributable profits of FMCF; k) the incurring by FMCF of any borrowing or any other indebtedness or liability in the nature of borrowing which in aggregate would exceed by at least 5 % the corresponding amounts approved in the Business Plan; l) the instigation or settlement of any litigation or arbitration proceedings by FMCF where the amount claimed exceeds 1 million EUROS; m) the election of the General Manager as defined in Clause II 7. (x) The Board shall take the actions or pass the resolutions in respect of any of the matters listed below if and only if there is an objection or abstention of a maximum of 1 member of the Board: a) the acceptance of any substantial amendments to the terms or conditions of any of the Licenses; b) the execution, amendment, termination or waiver of any provision of any agreement made by FMCF with any of the Parties (or any Affiliate of any Party), or Liberty Surf or with FMCE or with an Affiliate of FMCE or an Affiliate of FMCI or FirstMark Holdings or with, directly or indirectly, any director, officer, employee, inspector of FMCF or FMCE or with relatives of the Parties (or any of their Affiliates) or any other company in which directly or indirectly such Parties (or any of their Affiliates), directors, officers, employees, inspectors or relatives participate (such Parties being hereunder referred to as "INVOLVED PARTIES"); In any decision of the Board involving approval of a contract referred to in paragraph b) above, the Directors designated by the Involved Party or Parties shall not take part in the vote. c) the reimbursement of expenses related to Clause 9 (i) of this Agreement; d) the entry of any new shareholder (whether as a result of an increase in capital, a Transfer or otherwise) except where any other specific provisions of this Agreement governing the entry of such shareholder apply and except in the case of entry of shareholders pursuant to the operation of stock option plan approved pursuant to Clause II 3, provided that where such proposed new shareholder is presented for approval by FMCE in the context of a Transfer by FMCE to such proposed new shareholder and such new shareholder is not accepted, the Parties -14- which rejected such proposed new shareholder shall be obliged within 15 days of the non acceptance of such new shareholder to purchase the interest which such new shareholder would have acquired from FMCE, on the same terms and conditions as those agreed between FMCE and such proposed new shareholder and notified to the Board. "Affiliate" as used in the present Agreement shall have the meaning ascribed thereto in Clause II 10.4 hereinbelow. The foregoing restrictions shall terminate upon an initial public offering of equity securities of FMCF. 6. BOARD COMMITTEES The Board shall form from their members the following subcommittees: 6.1 COMPENSATION COMMITTEE (i) The Compensation Committee shall be responsible for providing recommendations to the Board for all significant human resources activities, and shall be consulted by the General Manager (as defined in Clause II 7 below) in the terms stated in such Clause, for any proposal to the Board in connection with compensation to employees or consultants including without limitation fringe benefits, stock or other form of equity or participation, the fixing of the Directors' compensation, as the case may be, together with the compensation of the senior executives and of any employee of FMCF whose emoluments exceed 100,000 EUROS; (ii) The Compensation Committee shall be comprised of five (5) Directors, one (1) appointed by FMCE, one (1) appointed by AAA, one (1) appointed by BBB and two (2) appointed collectively by CCC, DDD and EEE. (iii) Recommendations of the Compensation Committee shall be approved by a majority of votes of the Compensation Committee Members present or represented by proxy by another Compensation Committee Member. -15- 6.2 AUDIT COMMITTEE (i) The Audit Committee shall be responsible for: - reviewing and proposing to the Board any contract to be entered into by FMCF for an amount exceeding 5 million EUROS; - reviewing and proposing to the Board the formalization, ratification, variation, termination, repudiation or performance of (or the setting of consideration or issuing of approvals under) any contract between FMCF and any Involved Party; - carrying out and/or reviewing the results of internal audits; - reviewing the quarterly reports before presentation to the Parties; - proposing to the Shareholders Meetings or Board Meetings, whichever is competent, INTER ALIA: * the appointment of external auditors which initially the Parties agree to be Arthur Andersen; * a change of the tax year; * the distribution of dividends or amounts on account of dividends; * the application by FMCF for suspension of payments or bankruptcy, and the proposal for the approval of arrangements in the course of such proceedings; * the taking of any action, transaction or event which differs materially from or conflicts materially with the Business Plan; * the taking of any action, transaction or event or series of similar actions, transactions or events different from or in conflict with FMCF's budget in a total amount, over a financial year, of or in excess of 5% of the budget; * the taking of any action, transaction or event which may have a materially adverse effect on the financial performance, or which would cause unreasonable detriment to the public standing and reputation of FMCF; - reviewing any proposal by the management to make any variation to the FMCF annual budget (or the adoption of a new budget), FMCF's Business Plan (or the adoption of any new Business Plan, or the renewal of the Business Plan). (ii) The Audit Committee shall be represented by six (6) Directors. One (1) member shall be appointed by FMCE, one (1) by AAA, one (1) by BBB one (1) -16- by CCC, one (1) by DDD and one (1) by EEE. (iii) Recommendations and proposals of the Audit Committee shall be approved by a majority of votes of the Audit Committee members present or represented by proxy by another Audit Committee member. 7. GENERAL MANAGER (i) FMCF shall be managed on a day to day basis by the General Manager, who shall not act as a MANDATAIRE SOCIAL, according to French law, and who will consult his business decisions with the Chairman, the Compensation Committee, the Audit Committee and/or the Board as appropriate. (ii) The General Manager shall be elected by the Board, by the majority as set out in Clause II 5 (ix) and with the prior approval of FMCE. The General Manager may at any time be removed, with or without cause, by the Board, by a simple majority of the Board or by the unanimous vote of all Board members (other than those appointed by FMCE). (iii) The period of election of the General Manager shall be determined by the Board. The period of election of the General Manager shall not exceed five (5) years and shall expire when his successor is elected, provided that if no period is fixed by the Board, the period of election of the General Manager shall automatically be five (5) years. The General Manager shall be eligible to serve successive periods. (iv) The General Manager will act as a senior executive employee of FMCF with limited powers of attorney as decided by the Board from time to time and pursuant to a senior executive agreement. 8. ACCOUNTING (i) The accounting period of FMCF shall be the twelve-month period commencing the 1st day of January and ending on the 31st day of December. (ii) A balance sheet, a profit and loss statement and a cash flow statement shall be submitted by FMCF to each Party on an annual basis, with enough time for the -17- Parties to review them and in any event within ninety (90) days after the end of each fiscal year. Such statements shall be audited at the expense of FMCF by Arthur Andersen or such other auditor as may subsequently be appointed from time to time, as FMCF's auditors. (iii) FMCF shall deliver to each Party monthly unaudited financial statements (including profit and loss, balance sheet and cash flow statements) within thirty (30) days after the end of each period with comparisons to the prior year and budget for that period. (iv) FMCF shall submit to each Party quarterly and annual management projections, the 5-year Business Plan and annual budgets prior to the start of each calendar year. (v) Any Party shall have the right to inspect or arrange for independent audits to be carried out in respect of the books and records of FMCF upon reasonable notice and during the regular business hours of FMCF. The audited balance sheet as of 30 November 1999 of FMCF is attached as SCHEDULE 2. The provisions of paragraphs (ii), (iii) and (iv) shall inure to the benefit of each Party as long as such Party owns at least 2% of the shares of FMCF. -18- 9. REIMBURSEMENT OF EXPENSES (i) The Parties agree to cause FMCF to reimburse each Party for all reasonable and documented costs and expenses incurred by such Party or any of its Affiliates (and Liberty Surf) in respect of works carried out in relation to the business and operations of FMCF in accordance with the provisions of Clause II 5 (x) provided such costs and expenses have been budgeted and expressly approved by the Board of FMCF prior to incurring in the same and are determined on an arm's length basis. Each Party shall submit quarterly statements to FMCF for reimbursement, and such reimbursement shall be made by FMCF within thirty (30) days after receipt of such quarterly statements so long as such statements do not exceed the initially approved budget. (ii) FMCF shall not reimburse to the Parties any other costs or expenses different to those expressly referred to in Clause II 9 (i) above. Consequently, each Party shall support all costs and expenses in which it incurs except for those referred to in Clause II 9 (i) above. 10. TRANSFER OF PARTICIPATIONS The Parties agree, as a personal and binding obligation, that they will take any and all actions required under corporate or contractual rules to allow for timely and strict compliance with the terms of this Clause. The Parties declare that they have full knowledge of certain restrictions to participations in the share capital and voting rights in companies to which licenses have been granted, according to French telecommunications regulations. In addition, the Parties have the full knowledge that any modification of the respective participation of each shareholder of FMCF shall be subject to a prior notification of such modification to the relevant French authority in order for the authority to be able to verify the consistency of such modification with the terms and conditions of the Licenses. The Parties agree to fully comply with all regulations applicable to transfer of participations. 10.1 RESTRICTIONS ON THE TRANSFER OF PARTICIPATIONS -19- (i) Unless otherwise expressly approved by all of the other Parties, no Party may Transfer (as defined below) any participations or any interest or right therein prior to the obtention by FMCF of any of the Licenses, and thereafter except in compliance with the terms and conditions of this Agreement, including without limitation, satisfaction of the following conditions: a) no Transfer shall be made other than pursuant to a written BONA FIDE firm and unconditional offer by a third party to acquire any or all of the participations by means of a Transfer from a Party (hereinafter, the "THIRD PARTY OFFER"); b) no Transfer shall be made where the transferring Party and transferee agree in connection therewith that the transferor shall exercise any residual powers in respect of the participations so transferred; and c) the transferee, whether or not such transferee is an Affiliate of the transferor or any Party, must sign a document pursuant to which it becomes subject to, and bound by, the obligations of the transferring Party under this Agreement, including, but not limited to, all of the restrictions on transferability of such participations. (ii) Any Transfer in contravention of any of the provisions of this Clause shall be void and of no effect, and the Parties agree that they shall always cause their representatives in the governing bodies of FMCF to take any action conducive to rejecting or not recognizing said Transfer. (iii) The Parties recognize that Transfers of their shares are subject to restrictions during the period commencing on the date of the submission to the ART and ending five (5) years following the award to FMCF of the earliest to be awarded of the Licenses as follows: as from the date of submission of the application for the Licenses, but subject to a Party's right at all times to transfer its participations to Affiliates, or otherwise as set out in Clause II 10.4 and to the exercise of the right of Non Defaulting Parties as set out in Clause II 2c(ii), no Party may transfer any participations of FMCF or any interest or right therein until the date falling thirty (30) months from the date of awarding of the earliest of the Licenses and for the subsequent period of thirty (30) months, subject to certain exemptions set out in Clause II 11(viii), no Party may transfer any participations of FMCF or any interest or right therein unless (i) such transfer is to another of the -20- Parties, (ii) such transfer(s) do(es) not exceed 50% of the Transferring Shareholder's initial participation in the share capital of FMCF as mentioned in Clause II 2 (a), and (iii) for a total percentage within this thirty (30) month period which, in respect of each Party, shall not exceed 5% of FMCF capital. The Parties agree that in order to carry out any transfer between two Parties during such thirty (30) month period, they shall address prior notification to the relevant French authorities. For the purpose of this Agreement, Transfer means, in respect of a participation, any sale, conveyance, assignment, exchange or other transfer of a participation, whether voluntary or involuntary, but excluding any indirect sale or transfer pursuant to a merger or consolidation of or sale of a majority or more of the equity interests in a Party, except where the primary purpose of such merger, consolidation or sale of equity interests is to circumvent the restrictions of this Clause. 10.2 RIGHT OF FIRST REFUSAL (i) Except in the case of a transfer pursuant to Clause II 10.4 below and Clause II 2 c (ii) above and provided that at the relevant time FMCE is the principal shareholder of FMCF, if a Party other than FMCE (hereinafter the "TRANSFERRING SHAREHOLDER") desires to Transfer any or all of its participations to any person (a "THIRD PARTY"), it shall promptly give to FMCE written notice thereof. Such notice shall be accompanied by a true and complete copy of the Third Party Offer and an offer in writing from the Transferring Shareholder first to sell such participations to FMCE (hereinafter the "SHAREHOLDER OFFER"). FMCE shall have a thirty (30) day period to accept or reject the Shareholder Offer in its entirety. In case of acceptance of the Shareholder Offer the Parties hereby undertake to perform any and all actions required to allow FMCE to acquire the participations included in the Shareholder Offer, including, without limitation, waiving any first refusal right to which, pursuant to French law or FMCF's by-laws, they might be entitled. Should FMCE reject the Shareholder Offer, it shall give written notice of such rejection to the Transferring Shareholder and to FMCF and, in such case, the Transferring Shareholder shall offer the Shareholder Offer to the rest of the Parties, including FMCE, in proportion to their stake in the capital of FMCF. -21- (ii) FMCF shall immediately inform the rest of the Parties of the Shareholder Offer and the rest of the Parties may accept, in proportion to their stake in FMCF, or reject the Shareholder Offer within thirty (30) days from the receipt thereof. If the Shareholder Offer is not accepted by a Party by means of a notice in writing delivered to the Transferring Shareholder within the aforementioned period, it shall be deemed to have been rejected by such Party, in which case the Transferring Shareholder shall inform in writing the rest of the Parties who have accepted the Shareholder Offer who shall have the right to increase the amount of participations to which they were entitled by another notice (the "Notice") in writing delivered to the Transferring Shareholder within a new thirty (30) day period from receipt of such notice from the Transferring Shareholder. Where the demand for participations pursuant to the Notices exceeds the available participations, each Party having delivered a Notice shall have the right to acquire that proportion of available participations that is equal to the proportion that such Party's participations bears to the aggregate of participations held by all Parties who have delivered a Notice. (iii) Acceptance of the Shareholder Offer: a) If any or all of the Parties (other than the Transferring Shareholder) accept the Shareholder Offer, they shall pay a purchase price per participation subject to the Shareholder Offer equal to the purchase price per participation (or cash equivalent thereof) set forth in the Third Party Offer. b) Purchase by the Parties and Transfer by the Transferring Shareholder of the participations shall occur on a mutually agreeable date, time and place within thirty (30) days following acceptance of the Shareholder Offer by the relevant Parties, or such later date on which any governmental approvals required for such purchase and Transfer have been obtained, it being understood that the Transferring Shareholder shall take all actions and make all filings necessary in connection with any required governmental approvals. c) The Parties shall, at their election, pay for the participations at the time of purchase or pursuant to the same terms and conditions contained in the Third Party Offer. -22- (iv) Following expiration of the periods mentioned in paragraph (ii), if the Shareholder Offer has not been totally accepted, the Transferring Shareholder may Transfer all the participations which are the subject of the Third Party Offer to the Third Party at the same terms and conditions as those contained in the Third Party Offer, provided that if within thirty (30) days after the expiration of the periods referred to in paragraph (ii), the Transfer has not occurred, the Transferring Shareholder shall follow the procedure set out in paragraphs (i) to (iv) of this Clause II 10.2 prior to any Transfer thereof. 10.3 EFFECT OF TRANSFER In the event of a Transfer of participations, the transferee shall, automatically from the moment of such Transfer, be subject to, and bound by, the obligations of the Transferring Shareholder under this Agreement, including, but not limited to, all of the restrictions on transferability of such participations, and upon the execution and delivery by such transferee of a written adhesion to this Agreement, such transferee shall have and assume all of the rights of the Transferring Shareholder relating to the participations so transferred. 10.4 INTRA-GROUP TRANSFER OF PARTICIPATIONS 10.4.1 Except as provided for in Clause II 10.4.2, any Party shall be entitled to Transfer, subject to notification to the relevant French authorities, any or all of the participations held by it to any Affiliate as defined below provided that the following conditions are met: (i) the Affiliate shall become a party to this Agreement as any condition of any such transfer; (ii) if the Affiliate ceases, during the term of this Agreement, to be an Affiliate of such Party, the participation of such Affiliate shall, at such time, be acquired by such Party or any Affiliate of such Party; -23- "Affiliate" shall mean, with respect to any Party: - any legal person in which such Party holds directly or indirectly more than 50 % of the share capital or voting rights, or - any legal person which holds directly or indirectly more than 50 % of the share capital or voting rights in such Party, or - any legal person in which more than 50 % of the share capital or voting rights are held directly or indirectly by a legal person referred to in the immediately preceding paragraph. provided however that CCC shall be entitled to transfer without any restriction other than those required following the notification to the French authority, up to ten (10%) per cent of CCC's participation to one or more persons who are, at the date hereof, employees of CCC or of any Affiliate of CCC. 10.4.2 In addition to the provisions of Clause II 10.4.1 (i) BBB, DDD and EEE shall be entitled to transfer, without any restriction other than those required following the notification to the relevant French authorities, any participation to any investment fund which is managed or advised by BBB, DDD or EEE or any Affiliate of BBB, DDD or EEE respectively, (ii) BBB shall, in addition, be entitled to transfer without any restriction other than those required following the notification to the relevant French authorities a total participation not exceeding 25% of its participation as set out in Clause II-2(a) to Liberty Surf as long as BBB or an Affiliate of BBB continues to own a substantial percentage of the share capital and voting rights of Liberty Surf ,provided that, in any case, Kingfisher shall not be entitled (even if it is at the relevant time an Affiliate of Liberty Surf) to become a shareholder of FMCF unless it receives the prior approval of the Board of Directors by unanimous vote. 10.4.3 Any transfer made in accordance with Clauses II-10.4.1 or II-10.4.2 are subject to the prior condition that the transferee signs an adhesion contract to this Agreement undertaking to be bound by it to the same extent as the Transferring Shareholder would have been bound had the transfer not been effected. -24- 10.5 TAG-ALONG RIGHT (i) Except in the case of a Transfer pursuant to Clause II-10.4 above, if FMCE desires to transfer any or all of its participations to any person (a "THIRD PARTY"), it shall promptly give the other Parties written notice thereof. Such notice shall be accompanied by a true and complete copy of the Third Party Offer and a written, firm and unconditional undertaking from the Third Party (hereinafter the "TAG-ALONG OFFER") to purchase, on the same terms and conditions as those contained in the Third Party Offer, a number of participations held by other Party that bears the same proportion to the number of participations held by such Party on a fully diluted basis as the number of participations proposed to be transferred by FMCE bears to the number of participations held by FMCE on a fully diluted basis; provided however, that in the event that (i) at any time and for any reason, FMCE wishes to Transfer any participations in FMCF and as a result of such transfer, the total participation of FMCE in FMCF would be less than 20 %, or FMCE would cease to be the largest shareholder in FMCF or (ii) FMCE holds more than 50% of the participations in FMCF and desires to Transfer any participations in FMCF to a Third Party, and as a result of such transfer, FMCE would no longer have more than 50% of the shares of FMCF, then in either of such cases the Tag-Along Offer shall be for all of the participations held by the other Parties. Each such other Party may accept or, reject the Tag-Along Offer within thirty (30) days from the receipt of written notice of the Tag-Along Offer. If the Tag-Along Offer is not accepted by the notice in writing delivered to FMCE and the Third Party within the aforementioned period, it shall be deemed to have been rejected. (ii) Acceptance of the Tag-Along Offer: (a) If a Party (the "Accepting Party") accepts the Tag-Along Offer, the Third Party shall pay a purchase price per participation for the participations sold by such Party equal to the purchase price per participation set forth in the Third Party Offer. (b) Purchase by the Third Party and transfer by the Accepting Party shall occur at the time and place of closing of the sale of participations by FMCE pursuant to the Third Party Offer or, if later, at the registered office of FMCF on a mutually agreeable date -25- and time within thirty (30) days following acceptance of the Tag-Along Offer by the Accepting Party. (c) The Third Party shall pay for the participations as provided in the Third Party Offer, at the latest, at the time of the purchase pursuant to the preceding clause (b). 10.6 NO OTHER RESTRICTIONS Provided that all applicable conditions set forth in this Clause have been complied with, no Party shall oppose or in any other way obstruct, any Transfer of another Shareholder's participations. 10.7 Notwithstanding any other provision of this Clause 10, the restrictions in sub Clauses II-10.1, II-10.2 and II-10.5 shall not apply to any pledge of participations or any interests and right therein in connection with a BONA FIDE financing transaction or any foreclosure upon such pledge by or on behalf of the secured party or parties, provided always that in any such financing transaction and that in any documentation evidencing such transaction it be so stated, the rights of the foreclosing creditor are subject the right of first refusal of FMCE as set out in Clause II-10.2 or to the approval right of the other Parties under the provisions of Clause II-5 (x) d. 11. VOLUNTARY CONVERSION AND LIQUIDITY RIGHTS FMCE accords the other Parties hereto, the following conversion and liquidity rights in consideration of their investment in FMCF: (i) Prior to filing in the United States of America a registration statement under the Securities Act of 1933 of the United States of America, as amended (or similar document under the laws of another jurisdiction), for an initial public offering of common equity securities (hereinafter, an "IPO") of FMCE or its successor or any direct or indirect holding company for shares of FMCE or such successor or any affiliate of FMCE (hereinafter, the "ISSUER"), the Issuer will deliver to the Parties a notice (hereinafter, the "IPO NOTICE") of its intention to effect an IPO. The IPO Notice will include the Issuer's good faith estimate of the anticipated gross proceeds to the Issuer and the anticipated per share offering price for the IPO. Upon receipt by the Parties of an IPO Notice each Party shall be entitled to -26- exercise the Conversion Option as described below. (ii) Upon execution of one or more agreements for the Transfer (as hereinabove defined) (hereinafter, a "SALE") of any shares in the Issuer as a result of which the Issuer would at any time cease to be controlled directly or indirectly by the shareholders who at the date hereof control the Issuer directly or indirectly (hereinafter, a "SALE AGREEMENT"), the Issuer shall deliver to the Parties a notice (hereinafter, the "SALE NOTICE") of the execution of the Sale Agreement. Upon receipt by the Parties of a Sale Notice, each Party shall be entitled to exercise the Conversion Option as described below. The Sale Notice will include the consideration per share to be received by the Issuer pursuant to the Sale Agreement and other material terms of the Sale Agreement, and, in such case, and provided a Party has exercised its Conversion Option pursuant to the terms of this Clause II-11, such Party shall have a tag-along right on the same financial terms in respect of all of its shares in the Issuer resulting from such conversion, to be exercised on the same terms and conditions, MUTATIS MUTANDIS, as those set out in Clause II-10.5. (iii)If no IPO Notice or Sale Notice has previously been delivered to the Parties, by notice in writing to the Issuer at any time within 30 days after the fifth anniversary of the earliest award of any of the Licenses (hereinafter, the "FIVE YEAR OPTION"), each Party shall have a Conversion Option and a Put Option as described below. (iv) For the purposes hereof, the "CONVERSION OPTION" is the option to exchange, based on the Fair Market Values of the Issuer and FMCF at the date of the exercise of the Conversion Option , all, but not less than all, of the respective participations of the Parties for a number of shares of common equity securities of the Issuer in accordance with the modalities set out in (vi) below and subject to the provisions of subparagraph (vii) (b) below and the Put Option is the right of a Party , to obtain that the Issuer purchase all but not less than all of such Party's shares in FMCF for a price payable in cash, based on the Fair Market Value of FMCF at the date of exercise of the Put Option , and calculated in accordance with the modalities set out in (vii) below and subject to the provisions of subparagraph (vii) (b) below. Each of the Parties may exercise the Conversion Option or the Put Option for their respective participations at any time within the above referred period of thirty (30) -27- days, independently of whether the rest of the Parties exercise the Conversion Option or the Put Option for their participations. (v) The only Parties that may exercise the Conversion Option or Put Option will be those in respect of which the Issuer receives written notice of the intention of each of them to exercise (hereinafter, a "CONVERSION/PUT NOTICE") within 15 days of receipt of an IPO Notice or Sale Notice or within 30 days after the fifth anniversary of the date of the earliest award of any of the Licenses (hereinafter, the "CONVERTING/PUTTING PARTIES"). An election to exercise the Conversion or Put Option by any Party shall be irrevocable, provided that any of the Converting Parties may revoke their Conversion/Put Notice (i) in the case of an IPO, if the IPO is not consummated within 4 months from the date of the IPO Notice, or the gross proceeds to the Issuer and the price per common share are not at least 80% of the respective minimum amounts referenced in the IPO Notice and (ii) in the case of a Sale, if the Sale is not consummated within nine months from the date of the Sale Notice. (vi) The Parties hereby agree that the common shares received by the Parties pursuant to the exercise of the Conversion Option as a result of the IPO Notice may be subject to certain restrictions upon the issuance of the shares by the Issuer imposed solely by the underwriters thereof or applicable law. Such restrictions will be the same for the Parties, FirstMark Holdings L.L.C. (hereinafter, "HOLDINGS") and any subsidiaries of Holdings which own shares of capital stock of the Issuer, provided that nothing in this Agreement is intended to restrict the Parties ability to sell common shares of the Issuer following the date that is two years after the consummation of the IPO or Sale unless a subsequent public offering constrains Holdings' ability to sell common shares of the Issuer, in which event the Parties will agree to such further restrictions for up to six months. (vii)Within thirty (30) days after the delivery by the last of the Parties of the Conversion Notice, (i) the Converting Party, if there is only one, shall select and, if there are several Converting Parties, the Converting Parties shall jointly select, one appraiser and (ii) the Issuer shall appoint another (hereinafter, the "APPRAISERS"), selected from among the leading international investment banks, and FMCF shall use its best efforts to provide the Appraisers with all relevant information in a timely manner. -28- (a) Within sixty (60) days after the delivery by each of the Parties of the Conversion Notice, the Converting Parties shall deliver to the Issuer, their Appraiser's written estimate of the Fair Market Value of the Issuer and the Fair Market Value of FMCF and the Issuer shall deliver to the Converting Parties its Appraiser's written estimate of the Fair Market Value of the Issuer and the Fair Market Value of FMCF assuming in all cases referred to in this paragraph (vii) that both the Issuer and FMCF are listed companies. (b) The Fair Market Value of the Issuer and the Fair Market Value of FMCF shall be determined in accordance with the following rules: - should the estimates of both Appraisers be the same figure for the Fair Market Value of the Issuer and the same figure for the Fair Market Value of FMCF, such figures shall be selected as the Fair Market Values; - should the estimates of both Appraisers differ by no more than 10% in respect of the Fair Market Value of the Issuer, or the Fair Market Value of FMCF, as the case may be, the average figure of such two estimates shall be selected as the Fair Market Value; - should the estimates of both Appraisers differ by more than 10% in respect of the Fair Market Value of the Issuer, or the Fair Market Value of FMCF, as the case may be, a third appraiser (hereinafter, the "THIRD APPRAISER") shall be jointly appointed by the Appraisers. Such Third Appraiser shall be selected from among the leading international investment banks. The Third Appraiser shall, within thirty (30) days after its appointment, deliver to the Converting Parties, the Issuer and the Appraisers its written estimate of the Fair Market Value of the Issuer or the Fair Market Value of FMCF, as the case may be; - should the estimate of the Third Appraiser exceed the higher of the estimates of the Appraisers, such higher estimate of the Appraisers shall be selected as the Fair Market Value; - should the estimate of the Third Appraiser be lower than the lowest of the estimates of the Appraisers, such lower estimate of the Appraisers shall be selected as the Fair Market Value; or - should the estimate of the Third Appraiser be a figure between those of the estimates of the Appraisers, the estimate of the Third Appraiser shall be selected as the Fair Market Value. -29- (c) The Converting Parties shall be deemed to have hereby engaged and agreed to pay equally the fees and expenses of the Appraiser appointed jointly by them. The Issuer shall pay the fees and expenses of its Appraiser and the Converting Parties and the Issuer shall pay equally (50-50) the fees and expenses of the Third Appraiser. (d) The failure by the Converting Parties or by the Issuer to appoint their respective Appraisers, or the failure by any of the Appraisers to deliver their written estimates of the Fair Market Value on the periods referred to in (b) above, shall imply that the estimate delivered by the other Appraiser shall be selected as the Fair Market Value. (e) The failure by any of the Appraisers to appoint the Third Appraiser on the period referred to in (b) above, shall imply that the estimate delivered by the other Appraiser shall be selected as the Fair Market Value. The Fair Market Value determined in accordance with the foregoing procedure shall be binding on the Parties in all events and for all purposes. (viii) Should an IPO occur prior to the elapse of the period ending thirty (30) months after the date of the earliest awarding of the Licenses, as referred to in Clause II-10.1 (iii) the number of shares of the Issuer to be received as a result of the exercise of the Conversion Option pursuant to this Clause shall be determined in accordance with the provisions of Clause II-11 (vii) at the time on which the IPO is effectively carried out. However, the Parties shall not be entitled to convert effectively their shares in FMCF until such thirty (30) month period has elapsed. The Parties agree that in case of exercise of the Conversion Option within or after the initial thirty (30) month period as referred to in Clause II-10.1 (iii), the restrictions to transfer of participations within the second subsequent thirty (30) month period as referred to in Clause II-10.1 (iii) shall not apply; it being understood that the exercise of the Conversion Option and the effective completion of the conversion may not alter the financial commitments undertaken by the Parties. III. SCOPE OF COLLABORATION OF THE PARTIES 12. SUPPORT FOR FMCF -30- The Parties will use their best efforts to collaborate in the bidding procedures that FMCF might take part in, playing an active role in the preparation of the tenders to be presented therein and in the monitoring of them until the award(s) is made and, very particularly, in everything to do with the Tenders and the obtaining of the License(s). 13. PHASE PRIOR TO THE AWARDING OF THE LICENSES From the date of this Agreement up to the date on which any of the Licenses is awarded, and notwithstanding the general collaboration commitment set down in Clause 12 above, the Parties will use their best efforts on appropriate economic terms in particular, though without this constituting any limitation, to: (i) collaborate actively with FMCF and with its advisers in preparing the Tenders and in gathering together and producing whatsoever documents and/or material that might be required by the French Administration; (ii) provide their assistance and support in whatsoever steps that FMCF might need to carry out before the competent authorities for the obtaining of the Licenses; (iii) place at the disposal of FMCF the technical and human means, infrastructure, technology and other resources required by FMCF so that it might attain its immediate objective of being awarded the Licenses. (iv) to provide as Shareholders of FMCF, in a due form and time, all the documentation that will be necessary to obtain the Licenses. -31- 14. PHASE SUBSEQUENT TO THE AWARDING OF THE LICENSES If FMCF is finally awarded any of the Licenses, and notwithstanding the general collaboration commitment set down in Clause III-12 above, the Parties will use their best efforts on appropriate economic terms, and subject to any constraints which may result from any agreements or commitments which may have been made by any Party or any Affiliate of any Party, in particular, though without this constituting any limitation, to: (i) collaborate actively in the "TIME TO MARKET" strategies of FMCF, that is, the launching on the market of the various products and services of FMCF in order to accelerate and cut down as much as possible the time for the proper implementation of those products and services and the start-up of the Business of FMCF; (ii) collaborate actively in the strategies of operation, marketing and distribution of the wireless local-loop products and services provided by FMCF at any moment. 15. PROVISIONS APPLICABLE TO THE FRENCH PARTIES For the purposes hereof, the expression "FRENCH PARTIES" shall mean AAA, BBB, CCC, DDD, EEE, and any of their Affiliates and any party covered by Clause II-10.4.2. The following provisions shall apply to French Parties to the exclusion of any other provisions applicable to the shareholders of FMCF: a) From the date hereof until final decisions have been made by the French authorities in respect of the WLL licenses which are the object of the ART Invitation (the "Application Period"), none of the French Parties will participate directly as an investor in any group or consortium, other than the FMCF, which is responding to the ART Invitation (an "ALTERNATIVE CONSORTIUM"), provided however that such undertaking shall cease to be effective should FMCF not make a bid for at least one national WLL -32- license or at least 10 regional WLL licenses in response to the ART Invitation; b) Any French Party shall be entitled to invest in any entity other than FMCF, which provides any form of broadband activity (whether by WLL or by any other method or methods) in France (an "ALTERNATIVE PROVIDER"), provided however that (i) if FMCF is awarded a national WLL license, no individual (natural person) who represents a French Party on the Board of Directors, of FMCF shall be on the Board of Directors, whether as a member or as the permanent representative of a member, of any Alternative Provider which is also the holder of a national or a regional WLL license and (ii) if FMCF is awarded one or more regional WLL licenses, no individual (natural person) who represents a French Party on the board of directors of FMCF shall be on the board of directors, whether as a member or a permanent representative of a member, of any Alternative Provider which holds a WLL license in any region for which a WLL license is awarded to and is exploited by FMCF except with the agreement of FMCF and (iii) it shall not hold any interest greater than thirty-four (34%) per cent (or, if less, any interest which, pursuant to a shareholders' agreement, accords it blocking rights at shareholders' meetings) in any entity other than FMCF whose principal activity is the provision of WLL services in France (a "COMPETITOR ENTITY"), and (iv) it shall from time to time provide FMCF with information on the extent of its investment in any Competitor Entity. c) Except and only to the extent specifically prohibited or limited by the operation of paragraphs a) and b) above, nothing in the present Agreement shall be interpreted as limiting in any manner the right of any French Party to make any financial investment at any time in any entity whatsoever. 16. COMMERCIAL CO-OPERATION FMCF and FMCE shall supply products and provide services at pricing conditions applying the Most Favoured Nation Clause across Europe, to any Party or any of its Affiliates and also toLiberty Surf. -33- IV. MISCELLANEOUS 17. CONFIDENTIALITY 17.1 CONFIDENTIAL INFORMATION For the purposes of this Agreement, Confidential Information means any information relating to the Business of FMCE, FirstMark Holdings FMCF or entities in which FMCE is the largest shareholder disclosed to the Parties or their representatives orally, in writing or other tangible or intangible form including, without limitation, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, samples, flow charts, computer programs, diskettes, marketing plans, financial plans, business plans, names of customers or suppliers and other technical, financial or business information. Confidential Information shall not include any information that: (i) was known by the Parties free of any obligation to keep it confidential prior to its disclosure by FMCE or FMCF; (ii) is independently developed by the Parties other than in connection with this Agreement and the transactions contemplated hereby; (iii) is publicly available when received or which later becomes so available through no fault of the Parties, but only from the date that such information becomes so available; or (iv) was disclosed to the Parties by a third party who, to the Parties' knowledge after due inquiry, is not prohibited from disclosing such information by virtue of a nondisclosure obligation to FMCE or FMCF. 17.2 CONFIDENTIALITY Each of the Parties shall use any Confidential Information obtained by it only in connection with its investment in FMCF. Each of the Parties shall hold the Confidential Information in confidence and shall disclose the Confidential Information only to their -34- respective employees, agents and contractors who have a need to know such information to accomplish this purpose and who have agreed to be bound by the terms and conditions of this Clause. None of the Parties shall disclose the Confidential Information to any other person without the prior written consent of FMCE or FMCF, as the case may be. Each of the Parties shall require their employees, agents and contractors to use the same degree of care to protect the confidentiality of the Confidential Information as they use with respect to similar information of the respective Party. Any disclosure of Confidential Information of direct relevance to FMCE such as business plans, operations, strategies (including but not limited to marketing, pricing or financing strategies) relating to FMCE wireless local-loop and other related activities shall require the prior written consent of FMCE. 17.3 UNAUTHORIED DISCLOSURE If any of the Parties becomes aware of any unauthorised disclosure, loss or misuse of the Confidential Information, they shall promptly notify FMCE or FMCF, as the case may be. 17.4 DISCLOSURE REQUIRED BY LAW If any of the Parties is required to disclose the Confidential Information (as defined in Clause II-17.1 above) by a competent judicial or administrative body pursuant to applicable law or regulation, they shall promptly notify FMCE or FMCF, as the case may be, so that FMCE or FMCF, as the case may be, may seek a protective order or other appropriate remedy. In the event that no such protective order or other remedy is obtained, the relevant Party shall furnish only that portion of the Confidential Information that it is advised by counsel is legally required and shall exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information. -35- 17.5 NO RIGHTS OR LICENSES This Agreement does not give any of the Parties any rights by license or otherwise to any of the Confidential Information. 17.6 SURVIVAL The Parties' obligations under this Clause shall remain in full force and effect for a period of one (1) year after the date of termination of this Agreement. 17.7 RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION On a written request from FMCE or FMCF, as the case may be, should it be in relation to Confidential Information relating to FMCE as described in 17.2 above, and, in any event, on termination of this Agreement, each of the Parties shall promptly and at their own expense either return to FMCF or to FMCE as instructed, or destroy the Confidential Information (including all copies thereof), depending on the instructions of FMCE or FMCF, as the case may be, except as otherwise required by applicable law. 17.8 REMEDIES Each of the Parties acknowledges that the breach or threatened breach of this Clause may result in irreparable injury to FMCF and/or FMCE and that, in addition to its other remedies, FMCF and/or FMCE shall be entitled to injunctive relief to restrain any actual or threatened breach of this Agreement. Each of the Parties hereby waives any requirement for the posting of a bond or other security in connection with the granting to FMCF or FMCE of such injunctive relief. 18. COMMUNICATION POLICY The Shareholders agree that no public announcement by the Shareholders regarding the project contemplated herein, will occur without the express and unanimous approval of the Shareholders. Such provision shall be enforced until official announcement by ART of the WLL Licenses. Such policy shall also be communicated to the management team by the -36- Chairman. 19. REPRESENTATIONS AND WARRANTIES Each Party represents and warrants as follows: (i) the Party is a company duly organised and validly existing under the laws of its jurisdiction of incorporation, with full powers to carry out the business which it carries out and proposes to carry out for the purposes of this Agreement; (ii) the Party has the full legal right, power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder; (iii) this Agreement has been duly authorised, executed and delivered by the Party and the obligations of the Party contained therein constitute valid and legally binding obligations of the Party, enforceable against the Party in accordance with their terms; (iv) the execution, delivery and performance of this Agreement and the compliance with its terms does not, and shall not result in a violation of the Party's charter or of any provision contained in any other agreement or instrument to which the Party is a party or by which the Party or any of its assets are affected or any statute, law, rule, regulation, judgement, award, decree or order applicable to the Party or any of its assets; and (v) no consent, approval or authorisation of, or declaration, filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained by the Party, in connection with the execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, save for the declarations to be filed by the non-French resident Parties with the relevant French foreign investment authorities. Each Party warrants to the other Parties that each of such representations is true and correct in all material respects as of the date of this Agreement and that none of them omits any matter the omission of which makes any of such representations misleading. -37- FMCE represents and warrants that as of the date hereof, FirstMark Holdings LLC is not subject to any restrictions on the transfer of Participations it holds indirectly in FMCF, which would or could prevent or impair FMCE's ability to fully and completely perform all its obligations pursuant to this Agreement. 20. TERM AND TERMINATION 20.1 TERM This Agreement shall continue in effect until: (i) the termination by any Party, if none of the Licenses has been awarded to FMCF by December 31, 2000, in which case the Agreement shall terminate for that Party and shall continue to be valid and binding between the remaining Parties; or (ii) automatically in respect of that Party (or its affiliate) which ceases to own any participations, in which case the Agreement shall continue to be valid and binding between the remaining Parties. Notwithstanding the foregoing, the provisions relating to Confidentiality (Clause IV-17), Exclusivity and Non-competition (Clause III-15) , shall remain in effect for the term specified therein. 20.2 EFFECT OF TERMINATION The termination of this Agreement shall not in any way operate to impair or destroy any of the rights or remedies of any Party, or to relieve any Party of its obligations to comply with any of the provisions of this Agreement, which shall have accrued prior to the effective date of termination. -38- 21. INDEMNIFICATION 21.1 LIMITATION ON PARTIES' LIABILITY Except as required by applicable law, the debts, obligations and liabilities of FMCF, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of FMCF, and none of the Parties, Directors or officers of FMCF shall be obligated personally for any such debt, obligation or liability of FMCF solely by reason of being a shareholder, director, officer or participating in the management of FMCF. The failure of FMCF to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under applicable law or this Agreement shall not be grounds for imposing personal liability on the Parties for liabilities of FMCF. 21.2 SURVIVAL The provisions of this Clause IV-21 shall survive the termination of this Agreement and the dissolution and liquidation of FMCF. 22. ASSIGNMENT This Agreement shall be binding and shall operate for the benefit of the Parties and their respective beneficiaries and assignees. Notwithstanding the above, except as provided for in Clause II-10.4 above, the contractual position (rights and obligations) of each of the signatory Parties to this Agreement shall not be able to be assigned to a third party without prior express consent in writing from the signatory Parties to it that are not affected by the assignment of contractual position that it is wished to carry out. An exception to the above is made for the case of assignments of contractual position made by signatory Parties to this Agreement in favor of Affiliates, according to the definition of this contained in Clause II-10.4 above. The efficacy of assignments of contractual position made by the signatory Parties to this Agreement in conformity with the provisions contained in this Clause shall in all -39- cases be subject to the express written acceptance from the assignee of the terms and conditions set down herein. 23. ENTIRE AGREEMENT This Agreement, together with the documents referred to herein and the Schedules hereto, constitutes the entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior understandings and negotiations between them, whether written or oral. 24. PARTIAL NULLITY If any provision of this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions set forth herein shall not in any way be affected or impaired; provided, however, that in such case the Parties agree to use their best efforts to achieve the purpose of the invalid provision through a new, legally valid and enforceable provision. 25. NOTICES Any notice, instruction or other communication to be given under this Agreement to a Party shall be in writing. Such notice, instruction or communication shall be deemed to have been duly given when it shall be delivered by hand or sent by airmail, telex or facsimile to the Party to which it is required or permitted to be given at such Party's address specified below or at such other address as such Party shall have designated by notice to the Party giving such notice, instruction or other communication. -40- For FMCE: To the attention of: General Counsel 6, rue Jean Monnet L-1218 Luxembourg Fax: +(352) 22 99 99 54 99 To FirstMark Communications International LLC 660 Madison Avenue, 22nd Floor New York, NY 10021 Fax: (212) 699-4301 For AAA: To the attention of: Patrick Lefort 1 rue d'Astorg 75008 Paris Fax: 01 40 06 66 33 For BBB: To the attention of: Nicolas Bazire 41 avenue Montaigne 75008 Paris Fax: 01 44 13 21 34 For CCC: To the attention of: Michel Savart 83 rue du Faubourg Saint-Honore 75008 Paris Fax: 01 43 59 07 22 For DDD: To the attention of: Pierre Alain Latinier 50 avenue des Champs-Elysees 75008 paris Fax: 01 45 63 85 28 -41- For EEE: - Banque pour l'expansion industrielle 12 rue Chauchat 75009 Paris Fax : 01 40 14 98 82 To the attention of: Jean-Jacques Bertrand - BNP Private Equity 12 rue Chauchat 75009 Paris To the attention of: Jean-Jacques Bertrand - BNP EUROPE TELECOM and MEDIA FUND 2, LP (EMTF 2, LP CICB Financial Street Georgetown, P/O Box 694, Grand Cayman Cayman Islands, British West Indies Fax : 00 1 345 945 2639 To the attention of Shawna Morehouse 26. HEADINGS The headings to the covenants and Clauses of this Agreement have been included strictly for reasons of convenience and they in no way affect or prejudice the interpretation of the content of them. 27. ENGLISH LANGUAGE This Agreement has been executed in the English language and if any translation is made hereof, the English version only shall bind the Parties hereto. All documents to be furnished or communications to be given or made under this Agreement shall be in the English language or, if in another language, shall be accompanied by a translation into English duly certified, which translation shall be the -42- governing version between the Parties. 28. GOVERNING LAW AND RESOLUTION OF DISPUTES This Agreement will be governed by the laws of France without giving effect to principles of conflicts of laws that would result in application of the law of another jurisdiction. Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or invalidity thereof, shall be settled by the Parties within the thirty (30) day period following the receipt by the last one of parties of a written notice pointing out the existence of such dispute, controversy, claim, breach, termination or invalidity. Should the parties not reach an agreement in the thirty (30) day period referred to above, the Parties agree to submit the relevant issue to arbitration. The arbitration shall be in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce, except that in the event of any conflict between those rules and any arbitration provisions of this Agreement, the provisions of this Agreement shall govern. There shall be three arbitrators appointed by the Geneva, Switzerland office of the International Chamber of Commerce in accordance with said Rules. The arbitration, including the making of the award, shall take place in Geneva, Switzerland. The arbitration shall be conducted in the English language and the award, and the reasons supporting it, shall be written in English. All decisions of the arbitral tribunal shall be final and binding on the Parties and may be entered against them in a court of competent jurisdiction. When affixing the cost of arbitration in its award, any costs, fees or taxes incidental to enforcing the arbitral award shall, to the maximum extent permitted by law, be borne by the Party resisting such enforcement. AND AS PROOF OF CONFORMITY with the foregoing, the Parties sign this Agreement along with its Schedules, in 10riginals and for a sole effect, in the place and on the date stated in the heading. FIRSTMARK COMMUNICATIONS EUROPE, -43- S.C.A. BY: /s/ Keith Arthur Cornell - ------------------------------- SIGNED: MR KEITH ARTHUR CORNELL SUEZ-LYONNAISE DES EAUX FIRSMARK COMMUNICATIONS BY: FRANCE SAS BY: /s/ /s/ - ------------------------------- ------------------------------- SIGNED: SIGNED: GROUPE ARNAULT SA BANEXI SA BY: BY: /s/ /s/ - ----------------------------- ------------------------------- SIGNED: SIGNED: RALLYE SA BNP EUROPE TELECOM AND MEDIA FUND II L.P. BY: BY: /s/ /s/ - ---------------------------------- ------------------------------- SIGNED: SIGNED: PONTHIEU VENTURES SA NATIO VIE DEVELOPPEMENT BY: BY: /s/ /s/ - --------------------------------- ------------------------------- SIGNED: SIGNED: -44- EX-10.5 3 ex-10_5.txt EXHIBIT 10.5 Exhibit 10.5 PARTNERS AGREEMENT BETWEEN THE PARTNERS OF FIRSTMARK COMUNICACIONES ESPANA, S.L. In Madrid, on 18 November, 1999 BETWEEN A) THE ONE PARTY, FIRSTMARK COMMUNICATIONS EUROPE, S.C.A., a Company validly incorporated and existing under and pursuant to the laws of Luxembourg, with registered address in Rue de Jean Monet, 6, L-2180, Luxembourg, and entered in the Companies Register under number B65610 (hereinafter, "FMCE"). FMCE is represented in this act by Mr Keith Arthur Cornell, of legal age, with Passport number 054773566, with professional address in Russell Square House, 10-12, Russell Square, London WC1B 5HB, United Kingdom, in his capacity as attorney of the same. B) THE OTHER PARTY, PROMOTORA DE INFORMACIONES, S.A., a Spanish Company incorporated for an indefinite period by means of a public deed executed before Felipe Gomez-Acebo Santos, Notary of Madrid, on 18 January 1972 with number 119 of his protocol, with registered address in Madrid-28013, Gran Via, 32 and with C.I.F. (Tax Identification Licence) number A-28297059 (hereinafter, "PRISA"). PRISA is represented in this act by Mr Ignacio Santillana del Barrio, of legal age, with D.N.I number 15160375-V, with professional address in Madrid, Gran Via 32, in his capacity as attorney of the same. C) THE OTHER PARTY, INMOBILIARIA AZTLAN, S.A. DE C.V., a company incorporated for an definite period by means of a public deed executed before Francisco de P. Morales Junior, Notary 19 of Mexico City, on 14 October 1954, with number 26.543 of his protocol, with registered address in Mexico City (hereinafter, "AZTLAN"). AZTLAN is a Party to this Agreement in its capacity as wholly and indirectly owned subsidiary of TELEFONOS DE MEXICO, S.A. DE C.V. AZTLAN is represented in this act by Mr Keith Arthur Cornell, of legal age, in his capacity as attorney of the same. D) THE OTHER PARTY, INFORMATICA EL CORTE INGLES, S.A, Spanish Company incorporated for an indefinite period under the name of INFOSPA, S.A. by means of a public deed executed before Mr Aurelio Escribano Gozalo, Notary of Madrid, on 12 July 1983 with number 1,500 of his protocol, with registered address in Madrid, c/Hermosilla 112 and with C.I.F. number A-28/855260 (hereinafter, "CORTE INGLES"). CORTE INGLES is represented in this act by Mr Florencio Lasaga Munarriz, of legal age, with D.N.I number 15.820.025-G, with address for the purposes of this agreement in Madrid, c/Nunez de Balboa 73, in his capacity as Managing Director of the same. For the purposes of this agreement, FMCE, PRISA, AZTLAN and CORTE INGLES may be referred to jointly as the "FOUNDING PARTNERS". E) THE OTHER PARTY, OMEGA CAPITAL, S.L., Spanish Company incorporated for an indefinite period by means of a public deed executed before Mr Carlos Gascon Huidobro, Notary of Madrid, on 27 May 1994, with registered address in P(0) de la Castellana, 31, 28046 Madrid and with C.I.F. number B-80932445 (hereinafter, "OMEGA "). OMEGA is represented in this act by Mr Mario Fernandez Pena, of legal age, with D.N.I number 105525-R, with address for the purposes of this agreement at P(0) de la Castellana, 31, 28046 Madrid, in his capacity as attorney of the same. F) THE OTHER PARTY, DIARIO DE BURGOS, S.A., Spanish Company incorporated by means of a public deed executed before Mr Ursino Vitoria Burgoa, who was Notary of Burgos, on 14 September 1959, with registered address in c/ San Pedro de Cardena 34, 09002 Burgos, and with C.I.F. number A-09002387 (hereinafter, "DIARIO DE BURGOS"). DIARIO DE BURGOS is represented in this act by Mr Jesus Angel Bueno Ordonez, of legal age, with D.N.I number 13.094.464-N, with address for the purposes of this agreement at c/ San Pedro de Cardena 34, 09002 Burgos, in his capacity as attorney of the same. G) THE OTHER PARTY, CAJA DE AHORROS DE SALAMANCA Y SORIA (GRUPO DUERO), Spanish Company incorporated by means of a public deed executed before Mr Julio Rodriguez Garcia, Notary of Salamanca, on 11 May 1991 with number 1619 of his protocol, with registered address in Plaza de los Bandos, 15-17, Salamanca and with C.I.F. number G 37244191 (hereinafter, "CAJA DUERO"). CAJA DUERO is represented in this act by Mr Dativo Martin Jimenez, of legal age, with D.N.I number 6.490.013, with address for the purposes of this agreement at Paseo de la Castellana, 167, 28046 Madrid, in his capacity as attorney of the same. -2- H) THE OTHER PARTY, CAJA DE AHORROS Y MONTE DE PIEDAD DE ZARAGOZA, ARAGON Y RIOJA (IBERCAJA), incorporated by the REAL SOCIEDAD ECONOMICA ARAGONESA DE AMIGOS DEL PAIS, approved by Royal Order of 28 January 1873. It began its activities on 28 May 1876 and is registered in the REGISTRO ESPECIAL DE CAJAS DE AHORRO POPULAR, with number 51 in folio 31, by Royal Order of 13 December 1930, with registered address in Zaragoza, Plaza Basilio Paraiso, 2 and with C.I.F. number G 50000652 (hereinafter, "IBERCAJA"). IBERCAJA is represented in this act by Mr Miguel Angel Navarro Garcia, of legal age, with D.N.I number 17.818.887, with address for the purposes of this agreement at Zaragoza, Plaza Basilio Paraiso, 2, in his capacity as attorney of the same. I) THE OTHER PARTY, CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ, Spanish Company incorporated for an indefinite period by means of a public deed executed before Mr Antonio Ojeda Escobar, Notary of Sevilla, on 23 April 1993 with number 1142 of his protocol, with registered address in Sevilla, Plaza de San Francisco 1, and with C.I.F. number G-41/000167 (hereinafter, "CAJA SAN FERNANDO"). CAJA SAN FERNANDO is represented in this act by Mr Manuel Pinar Parias, of legal age, with D.N.I number 27.884.219-P, with address for the purposes of this agreement at Plaza de San Francisco 1, Sevilla, in his capacity as attorney of the same. J) THE OTHER PARTY, MONTE DE PIEDAD Y CAJA DE AHORROS DE HUELVA Y SEVILLA, Spanish Company incorporated for an indefinite period by means of a public deed executed before Mr Rafael Lena Fernandez, Notary of Sevilla, on 25 June 1990, with registered address in Sevilla, Plaza de Villasis 2, and with C.I.F. number G-41/402819 (hereinafter, "EL MONTE"). EL MONTE is represented in this act by Mr Juan Jose Garcia Munoz, of legal age, with D.N.I number 50.822.922, with address for the purposes of this agreement at Plaza de Villasis 2, Sevilla in his capacity as attorney of the same. CAJA DUERO, IBERCAJA, CAJA SAN FERNANDO, EL MONTE shall together be referred to hereinafter as the "CAJAS". FMCE, PRISA, AZTLAN, CORTE INGLES, OMEGA , DIARIO DE BURGOS, CAJA DUERO, IBERCAJA, CAJA SAN FERNANDO and EL MONTE may likewise be referred to individually herein as the "PARTY" and jointly as the "PARTIES". THEY DECLARE I. That up to the date of this agreement FMCE and PRISA were the sole partners of the company FIRSTMARK COMUNICACIONES ESPANA, S.L., a Spanish Company -3- incorporated for an indefinite period by means of a public deed executed by Mr Xavier Roca Ferrer, Notary of Barcelona, on 3 March 1999, with number 655 of his protocol, with registered address in Madrid-28046, Paseo de la Castellana, 110, planta 12, and with C.I.F. number B-61912069 (hereinafter, "FMCS"). II. The business purpose of FMCS is (i) the construction, deployment, marketing and operation of telecommunications local-loop access systems in Spain, including, without limitation, broadband wireless local loop technology; (ii) the application for and obtaining of all necessary licenses, approvals and permits in relation to the foregoing; (iii) the leasing of sites for the operation of the business described in (i) above; (iv) the training and development of employees and consultants in relation to the foregoing; and (v) the development and exploitation of content in Spain (hereinafter, the "BUSINESS OF FMCS"). III. That as part of its strategy of implementation of the Business of FMCS, FMCS: (i) Presented to the Secretariat General of Communications of the Ministry of Development ("MINISTERIO DE FOMENTO"), last 12 August 1999: (i.1) an application for a type C2 individual licence for the implementation and operation of a public network for broadband radio access (26 GHz) and the concession of radio-electric public domain annexed to it by virtue of the Resolution of the Secretary General of Communications, the announcement of which was published in the "BOLETIN OFICIAL DEL ESTADO" (STATE OFFICIAL GAZETTE) number 166, dated 13 July 1999; along with (i.2) an application relating to type C general authorisations for the rendering of interconnection services for local area networks, "FRAME RELAY", access to the Internet and service for lines suitable for leasing both to operators and to end users. (ii) It likewise presented to the Secretariat General of Communications of the Ministry of Development, last 13 September 1999: (ii.1) an application for a type C2 individual licence for the implementation and operation of a public network in the band from 3.4 to 3.6 GHz and the concession of radio-electric public domain annexed to it by virtue of the Resolution of the Secretary General of Communications, the announcement of which was published in the "BOLETIN OFICIAL DEL ESTADO" (STATE OFFICIAL GAZETTE) number 166, dated 13 July 1999; along with (ii.2) an application relating to type C general authorisations for the rendering of interconnection services for local area networks, "FRAME RELAY", access to the Internet and service for lines suitable for leasing both to operators and to end users. -4- IV. That the Spanish Administration have decided on 9 October 1999 to hold separate public tender competitions for awarding the licences described in declarations III.(i.1) and III.(ii.1) and the concession of radio-electric public domain annexed to them, and consequently the Founding Partners have the firm intention that FMCS should formulate the appropriate tenders and present whatsoever documents that might be necessary and/or required by the relevant bidding conditions, with the aim of it being awarded one of the said licences in either or in both of the competitions (hereinafter, the "TENDERS") This notwithstanding, the Founding Partners, pursuant to Clause II.5 (x) hereunder, shall be entitled to decide from time to time to withdraw FMCS from either of the competitions for the awarding of the Licences (as defined below), should they deem it beneficial for the best interest of FMCS. V. That the Parties acknowledge the possibilities for expansion of their own businesses and of the Business of FMCS in Spain that any future collaboration between them could entail, and in this regard they agree that their respective activities could be strengthened by sharing their infrastructures, technology, business experience, human potential and other resources. VI. That the Parties are interested in actively participating in the Spanish telecommunications sector and in this regard they wish to enter into the capital of FMCS in the terms and conditions set out in this Partners Agreement and that FMCE and PRISA are likewise interested in inviting the Parties to enter into the capital of FMCS under the terms to be stated hereinafter, and that all of the Parties are interested in implementing and developing the Business Plan of FMCS as defined in Clause 5(xii) a) below, a sample summary of which is attached hereto as Schedule 1. The entire Business Plan will be available should the Parties so desire. VII. That the Parties intend to transform FMCS into limited liability company ("SOCIEDAD ANONIMA") as soon as possible. VIII. The Parties reciprocally acknowledge the sufficient capacity of the others in this act and they agree to enter into the capital of FMCS in accordance with the following CLAUSES I. OBJECT OF THIS AGREEMENT The object of this Agreement consists of establishing: (i) the terms and conditions under which each of the Parties hereby enters into the capital of FMCS; and (ii) the bases and scope of collaboration by the Parties so that FMCS might successfully: (ii.1) achieve its immediate objective of being awarded: -5- - a licence for the implementation and operation of a public network for broadband radio access (26 GHz) and the concession of public domain annexed to it; and/or of - a licence for the implementation and operation of a public network for radio access in the band from 3.4 to 3.6 GHz and the concession of public domain annexed to it, hereinafter, the "LICENCES"; and (ii.2) develop its strategy of implementation in Spain and achieve its immediate aim of becoming a leading company in the sector. II. INCORPORATION OF THE PARTIES INTO THE CAPITAL OF FMCS 1. SUBSCRIPTION OF CAPITAL INCREASE OF FMCS On the date hereof, FMCE and PRISA have agreed in a Partners' Meeting resolution to increase the capital of FMCS up to 2,484,960 EUROS, and simultaneously have waived their preferential subscription right to such capital increase, in order for the rest of the Parties to subscribe for it. On the date hereof, the Parties have subscribed for and totally paid up the capital in FMCS in the following proportions:
- ---------------------------------------------------------------------------------------------------- PARTNER N(0) OF PARTICIPATIONS NOMINAL VALUE % OF CAPITAL IN FMCS EUROS AFTER INCREASE - ---------------------------------------------------------------------------------------------------- FMCE 748 749,496 35% - ---------------------------------------------------------------------------------------------------- PRISA 404 404,808 17.5% - ---------------------------------------------------------------------------------------------------- AZTLAN 434 434,868 17.5% - ---------------------------------------------------------------------------------------------------- CORTE INGLES 298 298,596 12.02% - ---------------------------------------------------------------------------------------------------- OMEGA 124 124,248 5% - ---------------------------------------------------------------------------------------------------- CAJA DUERO 99 99,198 3.99% - ---------------------------------------------------------------------------------------------------- IBERCAJA 62 62,124 2.5% - ---------------------------------------------------------------------------------------------------- CAJA SAN 62 62,124 2.5% FERNANDO - ---------------------------------------------------------------------------------------------------- EL MONTE 62 62,124 2.5% - ---------------------------------------------------------------------------------------------------- DIARIO DE BURGOS 37 37,074 1.49% - ----------------------------------------------------------------------------------------------------
2. ADDITIONAL FUNDING The Parties acknowledge that, in order to finance the Business of FMCS, additional funding of FMCS to the capital subscribed by each Party will be required. Accordingly, the Parties agree that to the extent that FMCS determines that the Business of FMCS should be financed through capital contributions, the Parties will contribute such capital pro rata with their respective holdings in FMCS, subject to the following: -6- (i) such a resolution being agreed in Partners Meeting in accordance with the provisions of Clause 4.(vii) below; and (ii) in an aggregate amount not to exceed 240 million EUROS. The Parties agree that they will take all actions required under Spanish law to reflect such contributions as additional equity contributions to FMCS. If any Party fails to make its required additional contributions, its holding in FMCS will be diluted accordingly (i.e., the percentage of capital in FMCS held by the non-contributing Party prior to the additional capital call shall be reduced as a consequence of such Party's decision not to subscribe for the additional capital contribution agreed). Should a dilution occur in the context of the Partners meeting having approved a capital increase and having excluded the Parties from their preferential subscription right, such additional capital contribution will be made at a value per participation not less than the real value as provided for in article 159 of the Spanish Companies Act ("LEY DE SOCIEDADES ANONIMAS"). 3. PREFERENTIAL SUBSCRIPTION RIGHTS Each Partner shall have a preferential subscription right to purchase such new participations as FMCS may from time to time issue. The Parties agree to waive such preferential rights and therefore allow the entrance in the capital of FMCS of a new Partner, in the event of the issuance of participations or rights, options or securities exercisable for, exchangeable for or convertible into participations in the circumstances set out below and provided the Partners Meeting, in accordance with the provisions of Clause 4.(vii) below, approves a resolution in this sense and provided that article 159 of the Spanish Companies Act ("LEY DE SOCIEDADES ANONIMAS") is complied with and all the Founding Partners have agreed: (i) as compensation to employees or consultants, provided, such compensation does not exceed 15% of the issued and outstanding participations after giving effect to such issuance; (ii) in connection with any BONA FIDE financing transactions with FMCS' lessors, lenders or customers, in the aggregate not to exceed 5 million EUROS if such transactions have previously been approved by the Board of Directors; (iii) in connection with a public offering of FMCS or of FMCE, once the voluntary conversion has been made pursuant to Clause 11; (iv) in payment of the purchase price of any assets or business; or (v) upon exercise or conversion of any right, option or security exercisable for, exchangeable for or convertible into participations which is referred to in paragraphs (i) through (iv) above. -7- Such preferential subscription right shall be exercisable in the respective ratio which the number of fully diluted participations held by each Party at the time of such issue bears to the total number of participations held by all Parties at such time on a fully diluted basis. 4. PARTNERS MEETINGS: QUORA AND MAJORITIES (i) The quorum to validly hold any Meeting of Partners shall be not less than 75% in first call and 70% in second call of the issued participations. (ii) Notice for Meetings of Partners, procedures for resolutions at such meetings and any other necessary rules with respect thereto shall be as prescribed in FMCS' Charter or in the law ("LEY DE SOCIEDADES DE RESPONSABILIDAD LIMITADA"), (hereinafter, the "LAW"). (iii) Partners shall be entitled to exercise their rights to vote by proxy at Meetings of Partners as provided by the Law. (iv) Whenever FMCS, the Meeting of Partners, or the Board of Directors is required to take or refrain from taking an action under this Agreement, the Parties hereby undertake to cause the relevant corporate body of FMCS to cause FMCS to take or refrain from taking all such actions. (v) Except for the majorities set forth below, Resolutions of the Meetings of Partners shall be as adopted by the majority of votes present or represented in the Meeting. (vi) The Meeting of Partners shall not take any of the following actions without the prior approval of FMCE, PRISA, AZTLAN and CORTE INGLES for so long as such Parties each own at least 5% of the participations in FMCS: a) any change in the Business of FMCS as described in Declaration II herein; b) any public financing of debt securities through the Spanish securities markets or any other debt financing in excess of 50 million EUROS other than loans from the Parties; c) the issuance of any participations or preferred stock including without limitation those for employee stock option plans or similar benefits, either bonus or phantom stock; d) the amendment or repeal of any provision of FMCS' Charter; e) the entering, transporting, modifying, cancelling or finishing any agreement in which FMCS is a party together with, directly or indirectly, its directors, officers, employees, inspectors or Parties, including without limitation, agreements between FMCS directly or indirectly with -8- relatives of the Parties or any other company in which directly or indirectly such Parties, directors, officers, employees, inspectors or relatives participate; f) the granting of credits, loans or any other financing to third parties, that exceeds the limits or amounts previously established and approved by the Board; g) the entering into any act or operation that has as an objective the guarantee of debts or liabilities in charge of any person or assume the obligation to indemnify any other person of any liability or obligation in which it may incur; h) the purchase, sale, lease or encumbrance of real estate through sale agreements or in any other manner, or the entering into, altering or modifying the terms or any lease or other contract concerning real estate and that such amount exceeds the limits previously established and approved by the Board; i) the entering into, transferring, modifying, cancelling or termination of any license agreement, technical assistance agreement, technical or administrative services agreement or any other similar agreements in which FMCS is a party; j) the incorporation of a new subsidiary of FMCS or the acquisition, disposition or closing of any regular operation establishment of FMCS or the formation, acquisition, dissolution or sale of or participation in whatever form in any interest in any other enterprise including the increase or decrease in the capital of any other company and the resolution of any other matters that affect the interest or participation of FMCS in other companies; k) any action by FMCS which is beyond the scope of the Business of FMCS or beyond what has previously been authorised by the Board; l) the incurring by FMCS of any borrowing or any other indebtedness or liability in the nature of borrowing which in aggregate exceed 5 million EUROS in any one year provided always that such indebtedness or liability is outside the scope of the Business Plan (as defined in Clause 5 (xii) a) below); m) the creation of any mortgage, charge or other encumbrance over any asset of FMCS and the giving of any guarantee by FMCS other than in the ordinary course of business; n) the appointment of new auditors of FMCS different from Arthur Andersen; -9- o) any proposal related to Clause 3 of this Agreement. (vii) Additionally to the provisions of paragraph (vi) above, the Meeting of Partners shall not take any of the following actions without the favourable vote of 70% of capital in first call and 67% of capital in second call: a) waiver by the Parties of the preferential subscription right for the purposes of the circumstances referred to in Clause 3 above; b) the variation of FMCS' Charter including but no limited to the increase of capital stock of FMCS; c) the declaration or distribution of any dividend or other payment out of the distributable profits of FMCS; d) the disposal (including the lease to a third party) or acquisition or capital expenditure by FMCS in any financial year of assets with a book value, market value or sale value in excess of 5 million EUROS, provided always that such disposal or acquisition is outside the scope of the Business Plan (as defined in Clause 5 (xii) a) below); e) the taking of steps to wind up or dissolve FMCS; f) the incurring by FMCS of any borrowing or any other indebtedness or liability in the nature of borrowing which in aggregate exceed 5 million EUROS in any one year provided always that such indebtedness or liability is outside the scope of the Business Plan (as defined in Clause 5 (xii) a) below); g) the creation of any mortgage, charge or other encumbrance over any asset of FMCS and the giving of any guarantee by FMCS other than in the ordinary course of business; h) the entering into by FMCS of any contract or arrangement outside the ordinary course of trading or otherwise than at arm's length (which includes any contract or arrangement with a Party's manager or employee, or a connected person); i) the listing or the taking of steps to list FMCS or the public offering of equity securities of FMCS; the Partners Meeting may only approve this action with the majorities required pursuant to this paragraph (vii) if such 70% or 67% favourable vote (as the case may be) include the positive vote of FMCE, so long as FMCE owns at least 5% of the participations in FMCS; j) the transfer by any Party of any or all of its participations to an Affiliate as described in Clause 10.6 below; k) any action by FMCS which is beyond the scope of the Business of FMCS or beyond what has previously been authorised by the Board; The foregoing restrictions of paragraphs (vi) and (vii) shall terminate upon an initial public offering of equity securities of FMCS or any successors thereto or upon an -10- initial public offering of equity securities of FMCE or any successors thereto, provided always that all Parties have exercised their voluntary conversion rights referred to in Clause 11 below. If this is not the case, the restrictions of paragraphs (vi) and (vii) shall remain in force upon an initial public offering of equity securities of FMCE. 5. BOARD OF DIRECTORS: APPOINTMENT OF MEMBERS, QUORA AND MAJORITIES (i) FMCS shall have a Board of Directors (hereinafter, the "BOARD") consisting of twelve (12) directors (hereinafter each individually, the "DIRECTOR" and collectively, the "DIRECTORS"). (ii) Directors shall be elected at the Meeting of Parties in accordance with the provisions of Clause 4 (vii) above, from candidates nominated by the Partners. For so long as FMCE, PRISA, AZTLAN and CORTE INGLES each own at least 5% of the participations, FMCE shall be entitled to nominate four (4) candidates for the position of Director, PRISA shall be entitled to nominate two (2) candidates for the position of Director, AZTLAN shall be entitled to nominate two (2) candidates for the position of Director. CORTE INGLES shall be entitled to nominate one (1) candidate for the position of Director, OMEGA shall be entitled to nominate one (1) candidate for the position of Director and the Cajas shall together be entitled to nominate a total of two (2) candidates for the position of Director. The Parties agree to vote their respective participations at each Meeting of Partners for the purpose of electing Directors to elect the respective nominees of the Parties. Directors may at any time be removed, without compensation, with or without cause, by the Meeting of Partners provided that the Directors appointed to replace the removed Directors shall be designated by the Party that nominated the removed Director or its successor. (iii) Upon transformation of FMCS into a limited liability company ("SOCIEDAD ANONIMA"), FMCS shall have a new Board of Directors (hereinafter, the "NEW BOARD") consisting of fifteen (15) directors (hereinafter each individually, the "NEW DIRECTOR" and collectively, the "NEW DIRECTORS"). New Directors shall be elected at the Meeting of Shareholders in accordance with the provisions of Clause II.4 (vii) above, from candidates nominated by the Partners. For so long as FMCE, PRISA, AZTLAN, and CORTE INGLES each own at least 5% of the shares, FMCE shall be entitled to nominate five (5) candidates for the position of New Director, PRISA shall be entitled to nominate three (3) candidates for the position of New Director, AZTLAN shall be entitled to nominate two (2) candidates for the position of New Director. CORTE INGLES shall be entitled to nominate two (2) candidates for the position of New Director, OMEGA shall be entitled to nominate one (1) candidate for the position of New Director and the Cajas shall together be entitled to nominate a total of two (2) candidates for the position of New Director. The Parties agree to vote their respective shares at each Meeting of Shareholders for the purpose of electing New Directors to elect the respective nominees of the Parties. New Directors may at any time be removed, without compensation, with or without cause, by the Meeting of Shareholders provided that the New Directors appointed to replace the -11- removed New Directors shall be designated by the Party that nominated the removed New Director or its successor. References in this agreement to the Board, the Director or Directors, shall be deemed to also be referred to the New Board, the New Director or New Directors, as appropriate. (iv) The term of office of a Director shall be three (3) years. Directors shall be eligible to serve successive terms. (v) The Board shall select one Director as President who shall act as such at meetings of the Board and Meetings of Partners, and a Company Secretary, who shall also act as such at meetings of the Board and Meetings of Partners and who will not need to be a Director. A Vice President and a Vice-Secretary may also be selected by the Board in the same form as the selection for President and Secretary, respectively, for the purposes of substituting them in their absence. (vi) Meetings of the Board shall take place at such times as may be required by Law or as requested by the President or three (3) Directors, with a minimum of twice a year, at such place, within or out of Spain, as shall be specified by the President. Unless otherwise agreed in writing by all the Directors, at least five (5) day's prior notice in writing shall be given of each meeting of the Board, which notice shall indicate the agenda to be considered at the meeting. (vii) In order to have a quorum at meetings of the Board the following will be required: - If the Board is composed of an even number of Directors, the quorum will be that number of Directors divided by 2, plus 1; - If the Board is composed by an odd number of Directors, the quorum will be that number of Directors divided by 2, and rounded up to the nearest integer number. (viii) Directors shall be entitled to participate and exercise their rights to vote in the meetings of the Board, either by attending the meetings in person or by proxy to another Director. Each Director, including the President, shall have one vote. (ix) Any action by the Board may be taken by written consent IN LIEU of a meeting, provided such consent is signed by half plus one of the total number of Directors and provided that all Directors have received prior notice of such action by written consent and agreed to hold the meeting in writing. (x) Subject to paragraphs (xi) and (xii) below, any questions arising at any meeting of the Board shall be decided by a majority of votes of the Directors present or represented. (xi) The Board shall not take any of the following actions or pass resolutions in respect of the same without the prior approval of the Directors appointed by FMCE, PRISA, AZTLAN and CORTE INGLES for so long as such Parties each own at least 5% of the participations: -12- a) any fundamental change in the Business of FMCS; b) the execution of any agreement with a third party to provide content over FMCS' network on terms better than those offered to any of the Parties wherever such Party also provides substantially similar content; c) the execution, amendment, termination or waiver of any provision of any agreement with an affiliate of FMCE or of any of the execution of any transaction with an affiliate of FMCE or of any of the Parties (other than all such agreements and transactions done at arms length and approved by the Board); d) the entering, transporting, modifying, cancelling or finishing any agreement in which FMCS is a party together with, directly or indirectly, its directors, officers, employees, inspectors or Parties, including without limitation, agreements between FMCS directly or indirectly with relatives of the Parties or any other company in which directly or indirectly such Parties, directors, officers, employees, inspectors or relatives participate; e) the granting of credits, loans or any other financing to third parties, that exceeds the limits or amounts previously established and approved by the Board; f) the entering into any act or operation that has as an objective the guarantee of debts or liabilities in charge of any person or assume the obligation to indemnify any other person of any liability or obligation in which it may incur; g) the purchase, sale, lease or encumbrance of real estate through sale agreements or in any other manner, or the entering into, altering or modifying the terms or any lease or other contract concerning real estate and that such amount exceeds the limits previously established and approved by the Board; h) the entering into, transferring, modifying, cancelling or termination of any license agreement, technical assistance agreement, technical or administrative services agreement or any other similar agreements in which FMCS is a party; i) the incorporation of a new subsidiary of FMCS or the acquisition, disposition or closing of any regular operation establishment of FMCS or the formation, acquisition, dissolution or sale of or participation in whatever form in any interest in any other enterprise including the increase or decrease in the capital of any other company and the resolution of any other matters that affect the interest or participation of FMCS in other companies; j) the incurring by FMCS of any borrowing or any other indebtedness or liability in the nature of borrowing which in aggregate exceed 10 million EUROS in any one year provided always that such indebtedness or liability is outside the scope of the Business Plan or exceeds the limits previously established by the Board; -13- k) the creation of any mortgage, charge or other encumbrance over any asset of FMCS and the giving of any guarantee by FMCS other than in the ordinary course of business; l) any action by FMCS which is beyond the scope of the Business of FMCS or beyond what has previously been authorised by the Board; m) any proposal related to Clause 3 of this Agreement. (xii) Additionally to the provisions of paragraph (xi) above, the Board shall not take any actions or pass resolutions in respect of the same without the prior approval of eight (8) of the twelve (12) Directors of FMCS unless the Board is composed at the moment of passing any of the resolutions referred to below, of a number of Directors below twelve (12), in which case the percentage of votes required for the Board to take the following actions or to pass the following resolutions shall be 66% of the total number of Directors composing the Board at the time of taking the following actions or passing the following resolutions: a) the approval of FMCS' business plan (as approved by the Board on the date hereof and that will be presented for each of the Licences, the "BUSINESS PLAN"). For the purposes of this Agreement, Business Plan shall mean FMCS' 5-year base financial model as agreed and approved by the Parties and to be reviewed annually or as required by material and unforeseen changes in the Business of FMCS. A sample summary of the Business Plan is attached hereto as Schedule 1. The entire Business Plan will be available should the Parties so desire. Such Business Plan shall comprise a financial plan setting out cash flow charts, income and expenses statements, balance sheet, profit and loss forecasts and financing proposals using capital or borrowings; b) the declaration or distribution of any dividend or other payment out of the distributable profits of FMCS; c) the disposal (including the lease to a third party) or acquisition or capital expenditure FMCS in any financial year of assets with a book value, market value or sale value in excess of 5 million EUROS, provided always that such disposal or acquisition is outside the scope of the Business Plan; d) the incurring by FMCS of any borrowing or any other indebtedness or liability in the nature of borrowing which in aggregate exceed 10 million EUROS in any one year provided always that such indebtedness or liability is outside the scope of the Business Plan or exceeds the limits previously established by the Board; e) the creation of any mortgage, charge or other encumbrance over any asset of FMCS and the giving of any guarantee by FMCS other than in the ordinary course of business; f) the entering into by FMCS of any contract or arrangement outside the ordinary course of trading or otherwise than at arm's length (which includes any contract or arrangement with a Party's manager or employee or a connected person); -14- g) the instigation or settlement of any litigation or arbitration proceedings by FMCS when the amount claimed exceeds 1 million EUROS; h) the execution and delivery to the government of Spain of any license application to provide wireless local loop services as well as the withdrawal from any license application process; i) the execution of any agreement with a third party to provide content over FMCS' network on terms better than those offered to any of the Parties wherever such Party also provides substantially similar content; j) the execution, amendment, termination or waiver of any provision of any agreement with an affiliate of FMCE or of any of the execution of any transaction with an affiliate of FMCE or of any of the Parties; k) the provision of guarantees by each of the Parties as may be required or necessary in order for FMCS to obtain the Licences. Upon transformation of FMCS into a limited liability company ("SOCIEDAD ANONIMA"), additionally to the provisions of paragraph (xii) above, the New Board shall not take any actions or pass resolutions in respect of the same without the prior approval of ten (10) of the fifteen (15) New Directors of FMCS unless the New Board is composed at the moment of passing any of the resolutions referred to in (a) to (k) above, of a number of New Directors below fifteen (15), in which case the percentage of votes required for the New Board to take the actions or pass the resolutions mentioned in (a) to (k) above shall be 66% of the total number of New Directors composing the New Board at the time of taking said actions or passing said resolutions. The foregoing restrictions shall terminate upon an initial public offering of equity securities of FMCS or any successors thereto or upon an initial public offering of equity securities of FMCE or any successors thereto, provided always that all Parties have exercised their voluntary conversion rights referred to in Clause 11 below. If this is not the case, the restrictions of paragraphs (xi) and (xii) shall remain in force upon an initial public offering of equity securities of FMCE. 6. BOARD COMMITTEES The Board shall form from their members the following subcommittees: 6.1 EXECUTIVE COMMITTEE (i) Except for those actions expressly reserved to the Audit Committee pursuant to Clause 6.3(i) below, the Executive Committee shall have full powers delegated from the Board and will be responsible for the day to day running of FMCS. (ii) The Executive Committee shall be comprised of seven (7) Directors, two (2) appointed by FMCE, two (2) appointed by PRISA, one (1) appointed by AZTLAN, one (1) appointed by CORTE INGLES and one (1) appointed jointly by the Cajas. On the second year from the execution of this Agreement and during the term of such second year, AZTLAN shall be entitled to request that -15- one (1) additional Director of AZTLAN is appointed to the Executive Committee in which case PRISA shall reduce the number of Directors to one (1). After the elapse of the second year PRISA will appoint two (2) Directors for the term of such third year, after which AZTLAN will be again entitled to make the same request of two (2) Directors which will imply PRISA reducing the number of Directors to one (1). This mechanism will be a right for AZTLAN on every alternate year while this Agreement is in force and AZTLAN holds at least 5% of the capital in FMCS. (iii) The Executive Committee shall be entitled to vote on all types of resolutions relating to the day to day Business of FMCS, and expressly on the appointment and removal of the General Manager and the Chief Operating Officer, and on the approval of the annual budget of FMCS. Notwithstanding the above, the Executive Committee will not be entitled to vote on all those actions or resolutions relating to the same and defined in Clause 5(xi) and 5(xii) above, which shall be reserved exclusively to the meetings of the Board of Directors. (iv) Resolutions of the Executive Committee shall be approved by a majority of votes of the Executive Committee Members present or represented by proxy by another Executive Committee Member. (v) In all that has not been expressly referred to in this Clause 6.1, the Executive Committee shall be governed by the rules set forth for the Board in Clause 5 above and in FMCS' Charter. 6.2 RESOURCE COMMITTEE (i) The Resource Committee shall be responsible for providing recommendations to the Board for all significant finance, human resources and budgetary activities, and shall be consulted by the General Manager (as defined in Clause 7 below) in the terms stated in such Clause, including without limitation any proposal to the Board in connection with compensation to employees or consultants through stock or other form of equity or participation. (ii) The Resource Committee shall be comprised of five (5) Directors, one (1) appointed by FMCE, one (1) appointed by PRISA, one (1) appointed by AZTLAN, one (1) appointed by CORTE INGLES and one (1) appointed jointly by the Cajas. (iii) Resolutions of the Resource Committee shall be approved by a majority of votes of the Resource Committee Members present or represented by proxy by another Resource Committee Member. (iv) In all that has not been expressly referred to in this Clause 6.2, the Resource Committee shall be governed by the rules set forth for the Board in Clause 5 above and in FMCS' Charter. -16- 6.3 AUDIT COMMITTEE (i) The Audit Committee shall be responsible for: - authorising any contract to be entered into by FMCS for an amount exceeding 5 million EUROS; - authorising the formalisation, ratification, variation, termination, repudiation or performance of (or the setting of consideration or issuing of approvals under) any contract between FMCS and any Party or any Party's related party; - carrying out and/or reviewing the results of internal audits; - reviewing the quarterly reports before presentation to the Parties; - proposing to the Partners Meetings or Board, whichever is competent, INTER ALIA: * the appointment of external auditors which initially the Parties agree to be Arthur Andersen; * a change of the tax year; * the distribution of dividends or amounts on account of dividends; * the fixing of the Directors' remuneration, as the case may be, together with the remuneration of the senior executives and of any employee of FMCS whose emoluments exceed 100,000 EUROS; * the application by FMCS for suspension of payments or bankruptcy, and the proposal for the approval of arrangements in the course of such proceedings; * the taking of any action, transaction or event which differs materially from or conflicts materially with the Business Plan; * the taking of any action, transaction or event or series of similar actions, transactions or events different from or in conflict with FMCS' budget in a total amount, over a financial year, of or in excess of 5% of the budget; * the taking of any action, transaction or event which may have a materially adverse effect on the financial performance, or which would cause unreasonable detriment to the public standing and reputation of FMCS; - proposing any variation to FMCS' annual budget (or the adoption of a new budget), FMCS' Business Plan (or the adoption of a any new Business Plan, or the renewal of the Business Plan); - carrying out any other task which the Board might from time to time consider appropriate to have delegated to the Audit Committee. -17- (ii) The Audit Committee shall be represented by five (5) Directors, three (3) of which can not be members of the Executive Committee. One (1) member shall be appointed by FMCE, one (1) by PRISA, one (1) by AZTLAN, one (1) by CORTE INGLES and one (1) appointed jointly by the Cajas. (iii) Resolutions of the Audit Committee shall be approved by a majority of votes of the Audit Committee Members present or represented by proxy by another Audit Committee Member. (iv) In all that has not been expressly referred to in this Clause 6.3, the Audit Committee shall be governed by the rules set forth for the Board in Clause 5 above and in FMCS' Charter. 7. GENERAL MANAGER (i) FMCS shall be managed on a day to day basis by the General Manager, who will receive instructions directly from the Board and the Executive Committee, and who will consult his business decisions with the Resource Committee. (ii) The General Manager shall be elected by the Executive Committee, by a majority of the votes in accordance with Clause 5.(xii). The General Manager may at any time be removed and replaced, with or without cause, by the Executive Committee. (iii) The period of employment of the General Manager shall be determined by the Executive Committee. The period of employment of the General Manager shall not exceed five (5) years and shall expire when his successor is elected, provided that if no period is fixed by the Executive Committee, the period of employment of the General Manager shall automatically be five (5) years. The General Manager shall be eligible to serve successive periods. (iv) The General Manager will act as a senior executive employee of FMCS with limited powers of attorney as decided by the Executive Committee from time to time and pursuant to a senior executive agreement. 8. ACCOUNTING (i) The accounting period of FMCS shall be the twelve-month period commencing the 1st day of January and ending on the 31st day of December. However, FMCS' first fiscal year commenced on the day of its incorporation and shall end on December 31, 1999. (ii) A balance sheet and a profit and loss statement shall be submitted by FMCS to each Party on an annual basis, with enough time for the Parties to review them and in any event within ninety (90) days after the end of each fiscal year. Such statements shall be audited at the expense of FMCS by Arthur Andersen which has been agreed by the Parties that will be designated as FMCS auditors, or -18- another accounting firm designated by the Meeting of Partners in accordance with international accounting standards. (iii) FMCS shall deliver to each Party quarterly unaudited financial statements within thirty (30) days after the end of each period with comparisons to the prior year and budget for that period. (iv) FMCS shall submit to each Party quarterly and annual management projections, the 5-year Business Plan and annual budgets prior to the start of each calendar year. (v) The Founding Partners shall have the right to inspect or arrange for audits to be carried out in respect of the books and records of FMCS upon reasonable notice and during the regular business hours of FMCS. The balance sheet and the profit & loss account as of 30 October 1999 of FMCS is attached as Schedule 2. The provisions of paragraphs (ii), (iii) and (iv) shall terminate with respect to each of the Parties upon the earlier of (i) a conversion of their respective participations into FMCE participations or (ii) such time when such Party ceases to own at least 1% of the participations, provided that thereafter such Party shall receive copies of publicly filed periodic reports and financial statements of FMCS. 9. REIMBURSEMENT OF EXPENSES (i) All expenses incurred by FMCS in the preparation of the applications indicated in Declarations III (i.1) and III (ii.1) herein as well as in the Tenders will be paid by the Parties pro rata with their respective holdings in FMCS, prior to FMCS filing the applications to obtain the Licences provided however that such expenses may not exceed in any case 2,484,460 Euros. For such purposes among others, the Parties will fund FMCS pursuant to Clause II.1 above. (ii) The Parties agree to cause FMCS to reimburse each Party for all reasonable and documented costs and expenses incurred by such Party or any of its affiliates in respect of works carried out in relation to the business and operations of FMCS provided such costs and expenses have been budgeted and expressly approved by the Executive Committee of FMCS prior to incurring in the same and are determined on a arm's length basis. Each Party shall submit quarterly statements to FMCS for reimbursement, and such reimbursement shall be made by FMCS within thirty (30) days after receipt of such quarterly statements so long as such statements do not exceed the initially approved budget. (iii) FMCS shall not reimburse to the Parties any other costs or expenses different to those expressly referred to in 9 (ii) above. Consequently, each Party shall support all costs and expenses in which it incurs except for those referred to in 9(ii) above. -19- The budget summary and the undertakings assumed by FMCS are attached as Annex 3. 10. TRANSFER OF PARTICIPATIONS The Parties agree, as a personal and binding obligation, that they will take any and all actions required under corporate or contractual rules to allow for timely and strict compliance with the terms of this Clause. The Parties similarly agree that anything to the contrary in FMCS' Charter will be amended and that in any event, the provisions of this Clause shall prevail. 10.1 RESTRICTIONS ON THE TRANSFER OF PARTICIPATIONS (i) Unless otherwise expressly approved by all of the other Parties, no Party may Transfer (as defined below) any participations or any interest or right therein prior to the obtention by FMCS of either or both of the Licenses, and thereafter except in compliance with the terms and conditions of this Agreement, including without limitation, satisfaction of the following conditions: a) no Transfer shall be made other than pursuant to a written BONA FIDE offer by a third party to acquire any or all of the participations by means of a Transfer from a Party (hereinafter, the "THIRD PARTY OFFER"); b) no Transfer shall be made where the transferring Party and transferee agree in connection therewith that the transferor shall exercise any residual powers in the participations so transferred; and c) the transferee must agree to become subject to, and bound by, the obligations of the transferring Party under this Agreement, including, but not limited to, all of the restrictions on transferability of such participations. (ii) Any Transfer in contravention of any of the provisions of this Clause shall be void and of no effect, and the Parties agree that they shall always cause their representatives in the governing bodies of FMCS to take any action conducive to reject or not recognise said Transfer. (iii) In any event and as from the date of submission of the application for the Licences, no Party may transfer any participations of FMCS or any interest or right therein during the period of one (1) year from the date of awarding of any of the Licences and for the subsequent period of three (3) years, no Party may transfer any participations of FMCS or any interest or right therein unless such transfer is to another of the Parties and for a total percentage for such two Parties below 15% of FMCS capital. The Parties agree that in order to carry out any transfer between two Parties which exceed 15% of the capital of FMCS during such three (3) year period, they shall obtain prior authorisation from the relevant Spanish authorities. -20- For the purpose of this Agreement, Transfer means, in respect of a participation, any actual, attempted or purported sale, conveyance, assignment or other transfer of a participation, whether voluntary or involuntary, including any indirect sale or transfer pursuant to a merger or consolidation of or sale of a majority or more of the equity interests in a Party, but only if the primary purpose of such merger, consolidation or sale of equity interests is to circumvent the restrictions of this Clause. 10.2 RIGHT OF FIRST REFUSAL (i) Except in the case of a transfer pursuant to Clause 10.4 below, if a Party (hereinafter the "TRANSFERRING PARTNER") desires to Transfer any or all of its participations to any person (a "THIRD PARTY"), it shall promptly give to FMCE written notice thereof. Such notice shall be accompanied by a true and complete copy of the Third Party Offer and an offer in writing from the Transferring Partner first to sell such participations to FMCE (hereinafter the "PARTNER OFFER"). FMCE shall have a thirty (30) day period to accept or reject the Partner Offer. In case of acceptance of the Partner Offer the Parties hereby undertake to perform any and all actions required to allow FMCE to acquire the participations included in the Partner Offer, including, without limitation waiving any first refusal right to which, pursuant to Spanish law or FMCS's by-laws, they might be entitled. Should FMCE reject the Partner Offer, it shall give written notice of such rejection to the Transferring Partner and to FMCS so that the Transferring Partner may offer the Partner Offer to the rest of the Parties, including FMCE, in proportion to their stake in the capital of FMCS. (ii) FMCS shall immediately inform the rest of the Parties of the Partner Offer and the rest of the Parties may accept, in proportion to their stake in FMCS, or reject the Partner Offer within thirty (30) days from the receipt thereof. If the Partner Offer is not accepted by a notice in writing delivered to the Transferring Partner within the aforementioned period, it shall be deemed to have been rejected, in which case the Transferring Partner shall inform in writing the rest of the Parties who have accepted the Partner Offer who shall have the right to accept to increase the amount of participations to which they were entitled by another notice in writing delivered to the Transferring Partner within a new thirty (30) day period from receipt of such notice from the Transferring Partner. (iii) Acceptance of the Partner Offer: a) If any or all of the Parties (other than the Transferring Partner) accept the Partner Offer, they shall pay a purchase price per participation subject to the Partner Offer equal to the purchase price per participation (or cash equivalent thereof) set forth in the Third Party Offer. b) Purchase by the Parties and Transfer by the Transferring Partner of the participations shall occur on a mutually agreeable date, time and place within thirty (30) days following acceptance of the Partner Offer by -21- the relevant Parties, or such later date on which any governmental approvals required for such purchase and Transfer have been obtained, it being understood that the Transferring Partner shall take all actions and make all filings necessary in connection with any required governmental approvals. c) The Parties shall, at their election, pay for the participations at the time of purchase or pursuant to the same terms and conditions contained in the Third Party Offer. (iv) Following expiration of the periods mentioned in paragraph (ii), if the Partner Offer has not been totally accepted, the Transferring Partner may Transfer the participations not purchased by the rest of the Parties to the Third Party, provided that if the Transfer does not occur on the terms and conditions contained in the Third Party Offer or within thirty (30) days after the expiration of the periods referred to in paragraph (ii), the Transferring Partner shall follow the procedure set out in paragraphs (i) to (iv) of this Clause 10.2 prior to any Transfer thereof. 10.3 EFFECT OF TRANSFER In the event of a Transfer of participations, the transferee shall be subject to, and bound by, the obligations of the Transferring Partner under this Agreement, including, but not limited to, all of the restrictions on transferability of such participations, and upon the execution and delivery by such transferee of a written adhesion to this Agreement, such transferee shall have and assume all of the rights of the Transferring Partner relating to the participations so transferred. Should a Transfer take place without the transferee having executed a written adhesion to this Agreement, the Transferring Partner shall remain liable for any breach by the transferee of the terms and conditions and obligations set forth in this Agreement 10.4 INTRA-GROUP TRANSFER OF PARTICIPATIONS Subject to the commitment to permanency in the capital of FMCS set forth in Clause 10.1 (iii) above, any Party shall be entitled to propose to the rest of the Parties the transfer of any or all of the participations held by it to any affiliate as described below (hereinafter an "AFFILIATE") provided that the following conditions are met: (i) the transferee must be an Affiliate that is wholly owned and controlled by the Transferring Partner or which wholly owns and controls the Transferring Partner; (ii) the transferee must be an Affiliate over which the Transferring Partner undertakes to retain full ownership and control for as long as this Agreement shall remain in force, or an Affiliate which undertakes to retain full ownership and control over the Transferring Partner for as long as this Agreement shall remain in force; -22- (iii) the Transferring Partner assumes joint and several liability with the transferee vis-a-vis the rest of the Parties for the strict compliance by the said transferee of this Agreement; (iv) the proposed transfer is notified by the Transferring Partner in writing to the rest of the Parties prior to its execution and said transfer is approved by Parties in a Partners Meeting with the majorities set forth in Clause 4(vii) above; (v) the transferee signs an adhesion contract to this Agreement undertaking to be bound by it to the same extent as the Transferring Partner would have been bound had the transfer not been effected. 10.5 NO OTHER RESTRICTIONS Provided that all applicable conditions set forth in this Clause have been complied with, no Party shall oppose or in any other way obstruct, any Transfer of another Partner's participations. 11. VOLUNTARY CONVERSION Prior to filing in the United States of America a registration statement under the Securities Act of 1933 of the United States of America, as amended (or similar document under the laws of another jurisdiction), for an initial public offering of common equity securities (hereinafter, an "IPO") of FMCE or its successor or any holding company for shares of FMCE or such successor (hereinafter, the "ISSUER"), the Issuer will deliver to the Parties a notice (hereinafter, the "IPO NOTICE") of its intention to effect an IPO. The IPO Notice will include the Issuer's good faith estimate of the anticipated gross proceeds to the Issuer and the anticipated per share offering price for the IPO. Upon execution of an agreement for the sale (hereinafter, a "SALE") of more than 50% of the outstanding common stock of the Issuer (hereinafter, a "SALE AGREEMENT"), the Issuer shall deliver to the Parties a notice (hereinafter, the "SALE NOTICE") of its execution of the Sale Agreement. The Sale Notice will include the consideration per share to be received by the Issuer pursuant to the Sale Agreement and other material terms of the Sale Agreement. Subject to the terms of this Clause 11, (i) upon receipt by the Parties of an IPO Notice, (ii) upon receipt by the Parties of a Sale Notice or (iii) if no IPO Notice or Sale Notice has previously been delivered to the Parties, by notice in writing to the Issuer at any time within 30 days after the fifth anniversary of the date of this Agreement (hereinafter, the "FIVE YEAR OPTION"), the Parties shall have the option to exchange (hereinafter, the "CONVERSION OPTION") all, but not less than all, of their respective participations for a number of shares of common equity securities of the Issuer computed per the Conversion Formula set forth in subparagraph (b) and subject to the provisions of subparagraph (c) below. Each of the Parties may exercise the Conversion Option for their respective participations at any time within the above referred period -23- of thirty (30) days, independently whether the rest of the Parties exercise the Conversion Option for their participations. The only Parties that may exercise the Conversion Option will be those in respect of which the Issuer receives written notice of the intention of each of them to exercise (hereinafter, a "CONVERSION NOTICE") within 15 days of receipt of an IPO Notice or Sale Notice or within 30 days after the fifth anniversary of the date of this Agreement (hereinafter, the "CONVERTING PARTIES"). An election to exercise the Conversion Option by any Party shall be irrevocable, provided that any of the Converting Parties may revoke their Conversion Notice (i) in the case of an IPO, if the IPO is not consummated within 4 months from the date of the IPO Notice, or the gross proceeds to the Issuer and the price per common share are not at least 80% of the respective minimum amounts referenced in the IPO Notice and (ii) in the case of a Sale, if the Sale is not consummated within nine months from the date of the Sale Notice. (i) the Parties hereby agree that the common shares received by the Parties pursuant to the exercise of the Conversion Option will be subject to the same restrictions (including restrictions on transfer), as are applicable to FirstMark Holdings L.L.C. (hereinafter, "HOLDINGS") and any subsidiaries of Holdings which own shares of capital stock of the Issuer (whether such restrictions are imposed by the Issuer, its underwriters or applicable law); provided that nothing in this Agreement is intended to restrict the Parties ability to sell common shares of the Issuer following the date that is two years after the consummation of the IPO or Sale unless a subsequent public offering constrains Holdings' ability to sell common shares of the Issuer, in which event the Parties will agree to such further restrictions for up to six months. (ii) The number of shares of the Issuer which shall be issued to each of the Parties shall be computed in accordance with the formula (hereinafter, the "CONVERSION FORMULA") given below. Such formula assumes that the Issuer is engaged solely in the wireless local loop business. In the event that the Issuer is not engaged solely in the wireless local loop business, the Parties agree to adjust the Conversion Formula as appropriate: ES= S% X ((VR X RS)+ (VP X PS) - (DS - CS)) --------------------------------------- PPS Where VR = 0.6 X EVE --------- RE and VP = 0.4 X EVE ------------ PE ES: Number of shares of the Issuer to be received by each of the Parties as a result of exercise of the Conversion Option in exchange for their participations in FMCS. -24- S%: Each of the Parties' Ownership Percentage of FMCS at the time of exercise. VR: Value of Revenue (as defined in the formula above). RS: Either (i) in the event that any of the Issuer's subsidiaries has negative EBITDA for the fiscal year prior to the delivery of the Conversion Notice, revenue of FMCS based upon the latest audited financial statements prepared prior to the date on which the Parties notify the Issuer of their intention to exercise the Conversion Option, or (ii) in the event all of the Issuer's subsidiaries have positive EBITDA for the fiscal year prior to the delivery of the Conversion Notice, EBITDA of FMCS based upon the latest audited financial statements prepared prior to the date on which the Parties notify the Issuer of their intention to exercise the Conversion Option. VP: Value of Population (as defined in the formula above). PS: 40 million (i.e., current population of Spain -39,669,394- rounded up to the nearest million). DS: Amount of outstanding indebtedness of FMCS for borrowed money (including capitalised lease obligations) and the aggregate liquidation preference of outstanding preferred equity interests of FMCS at the date of the Conversion. CS: Cash and cash equivalents of FMCS at the date of the Conversion. EVE: Enterprise value of FMCE calculated as: EE + DE - CE. PPS: Price per common share of the Issuer (i) in the IPO, (ii) in the Sale or (iii) valued at Fair Market Value as determined by the valuation procedure in paragraph d. below in the case of an exercise of the Five Year Option, whichever of (i), (ii) and (iii) is applicable. RE: Either (i) in the event that any of the Issuer's subsidiaries has negative EBITDA for the fiscal year prior to the delivery of the Conversion Notice, revenue of the Issuer based upon the latest audited financial statements prepared prior to the date on which each of the Parties notify the Issuer of their intention to exercise the Conversion Option, or (ii) in the event all of the Issuer's subsidiaries have positive EBITDA for the fiscal year prior to the delivery of the Conversion Notice, EBITDA of the Issuer based upon the latest audited financial statements prepared prior to the date on which each of the Parties notify the Issuer of their intention to exercise the Conversion Option. PE: Population of the geographic area covered by the Issuer's licenses, or licenses held by any operating subsidiaries of the Issuer in which the -25- Issuer has an equity stake multiplied by the Issuer's percentage equity interest, as per the latest censuses conducted by each of the governments of jurisdictions in which the Issuer or its subsidiaries have a license at the date on which each of the Parties notify the Issuer of their intention to exercise the Conversion Option. For the purposes of the Spanish population, the figure referred to in paragraph PS above shall apply. EE: Equity value of the Issuer based upon the PPS in the IPO or Sale or the Fair Market Value on a pro forma basis, including any outstanding stock options, warrants and convertible securities, the exercise or conversion price of which is less than the PPS, excluding shares issuable upon exercise of the Conversion Option.) DE: Outstanding indebtedness for borrowed money (including capitalised lease obligations) and the aggregate liquidation preference of outstanding preferred stock of the Issuer and its subsidiaries (excluding convertible preferred stock of the Issuer the conversion price of which is less than the PPS) at the date of the Conversion. CE: Cash and cash equivalents of the Issuer at the date of the Conversion (including the Issuer's proportionate share of intercompany advances to FMCS and its subsidiaries and the aggregate exercise price of any outstanding stock options and warrants, the exercise price of which is less than the PPS) it being understood that the proceeds of the IPO, if applicable, do not constitute cash or cash equivalents. All calculations for the Issuer include the Issuer's proportionate share of revenues, EBITDA (earnings before interest, taxes, depreciation and amortisation), population, indebtedness for borrowed money, preferred stock obligations and cash and cash equivalents of non-wholly owned subsidiaries, before giving effect to the exercise of the Conversion Option. (iii) (a) The conversion contemplated by the Conversion Option shall take place as applicable (x) simultaneously with the consummation of the IPO, (y) simultaneously with the Closing of the transactions contemplated by the Issuer Sale Agreement or (z) in the case of the Five Year Option, within 30 days of agreement upon or determination of the Fair Market Value, as the case may be. (b) Each of the Parties shall expressly represent and warrant that the Participations are duly authorised, validly issued, fully paid and non-assessable Participations of FMCS and that they are free and clear of any contractual lien, charge, pledge, encumbrance or other contractual security interest. -26- (iv) (a) In the event any of the Parties exercise the Five Year Option, and the Issuer and such Party cannot within thirty (30) days agrees upon the Fair Market Value, the Fair Market Value shall be determined in accordance with the procedure provided below based upon the hypothetical trading value of FMCE assuming that the Shares of FMCE were publicly traded. (b) Within thirty (30) days after the delivery by the last of the Parties of the Conversion Notice, (i) the Converting Parties shall jointly select one appraiser and (ii) the Issuer shall appoint another (hereinafter, the "APPRAISERS"). (c) Within sixty (60) days after the delivery by each of the Parties of the Conversion Notice, the Converting Parties shall deliver to the Issuer, their Appraiser's written estimate of the Fair Market Value and the Issuer shall deliver to the Converting Parties its Appraiser's written estimate of the Fair Market Value. (d) The Fair Market Value shall be determined in accordance with the following rules: - should the estimates of both Appraisers be the same figure, such figure shall be selected as the Fair Market Value; - should the estimates of both Appraisers differ in no more than 10%, the average figure of such two estimates shall be selected as the Fair Market Value; - should the estimates of both Appraisers differ in more than 10%, a third appraiser (hereinafter, the "THIRD APPRAISER") shall be jointly appointed by the Appraisers. The Third Appraiser shall, within thirty (30) days after its appointment, deliver to the Converting Parties, the Issuer and the Appraisers its written estimate of the Fair Market Value; - should the estimate of the Third Appraiser exceed the higher of the estimates of the Appraisers, such higher estimate of the Appraisers shall be selected as the Fair Market Value; - should the estimate of the Third Appraiser be lower than the lowest of the estimates of the Appraisers, such lower estimate of the Appraisers shall be selected as the Fair Market Value; or - should the estimate of the Third Appraiser be a figure between those of the estimates of the Appraisers, the estimate of the Third Appraiser shall be selected as the Fair Market Value. (e) The Converting Parties shall be deemed to have hereby engaged and agreed to pay equally the fees and expenses of the Appraiser appointed jointly by them. The Issuer shall pay the fees and expenses of its -27- Appraiser and the Converting Parties and the Issuer shall pay equally (50-50) the fees and expenses of the Third Appraiser. (f) The failure by the Converting Parties or by the Issuer to appoint their respective Appraisers, or the failure by any of the Appraisers to deliver their written estimates of the Fair Market Value on the periods referred to in (d) above, shall imply that the estimate delivered by the other Appraiser shall be selected as the Fair Market Value. (g) The failure by any of the Appraisers to appoint the Third Appraiser on the period referred to in (d) above, shall imply that the estimate delivered by the other Appraiser shall be selected as the Fair Market Value The Fair Market Value determined in accordance with the foregoing procedure shall be binding on the Parties in all events and for all purposes. (v) After the later of (i) the date of exercise and consummation of each of the Parties' Conversion Option and (ii) the expiration of nine months from the date of an IPO and subject to the restriction contemplated by paragraph a. above, the Issuer shall, if requested by any of the Converting Parties in writing, as expeditiously as possible prepare and file up to one registration statement under the Securities Act of the United States of America (or other applicable securities laws) if such registration is necessary in order to permit the sale or other disposition of any or all securities that have been acquired by any of the Converting Parties pursuant to the Conversion Option; and the Issuer shall use commercially reasonable efforts to qualify such securities under applicable securities laws. Each of the Parties agree to use reasonable best efforts to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis. The Issuer shall use reasonable best efforts to cause such registration statement to become effective, to obtain all consents or waivers of other parties which are required therefor, and to keep such registration statement effective for such period not in excess of 90 calendar days from the day such registration statement first becomes effective as may be reasonably necessary to effect such sale or other disposition. The obligations of the Issuer to file a registration statement and to maintain its effectiveness may be (i) postponed until the expiration of a period of 180 days from the effective date of the most recent registration of common equity securities of the Issuer (other than a registration relating to employee benefit plans or any merger or acquisition transaction), or (ii) suspended for one or more periods of time not exceeding 180 calendar days with respect to any registration statement if the Board of Directors of the Issuer shall have determined that the filing of such registration statement or the maintenance of its effectiveness would require disclosure of non-public information that would materially and adversely affect the Issuer or would interfere with a planned merger, sale of material assets, recapitalisation or other significant corporate -28- action (other than the issuance of equity securities). Any registration postponed or suspended under this paragraph shall not be counted for purposes of the rights of the Parties under this paragraph unless and until such registration statement has become effective and remained effective for the lesser of 90 days and the period necessary for the Parties to effect the sale of all shares covered thereto. Any registration statement prepared and filed under this paragraph, and any sale covered thereby, shall be at the Issuer's expense except for underwriting discounts or commissions and brokers' fees and fees of legal counsel to each of the Converting Parties, which shall be borne solely by each of them, respectively. The Parties undertake to provide in writing all information reasonably requested by FMCE for inclusion in any registration statement to be filed hereunder. If, during the time periods referred to in the first sentence of this Clause, FMCE effects a registration under the Securities Act of the United States of America or any other applicable legislation, of FMCE's equity securities for its own account or for any other of its stockholders (other than on a registration relating to employee benefit plans or any merger or acquisition transaction), it shall allow each of the Parties the right to participate in such registration; provided that, if the managing underwriters of such offering advise FMCE that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering on a commercially reasonable basis, priority shall be given, first, to the securities intended to be included therein by FMCE for its own account or for the account of the stockholders requesting such registration and, thereafter, second, FMCE shall include the securities requested to be included therein by each of the Converting Parties pro rata with any other securities included in such registration. In connection with any registration pursuant to this Clause, the Parties and FMCE shall provide each other and any underwriter of the offering with customary representations, warranties, covenants, indemnification, and contribution in connection with such registration. (vi) Should an IPO occur prior to the elapse of the first year period from the date on which FMCS submits the applications of both Licences the number of shares to be converted pursuant to this Clause shall be determined in accordance with the conversion formula calculated at the time on which the IPO is effectively carried out. However, the Parties shall not be entitled to convert their shares in FMCS until such one (1) year period has elapsed. III. SCOPE OF COLLABORATION OF THE PARTIES 12. SUPPORT FOR FMCS The Parties undertake to collaborate in the bidding procedures that FMCS might take part in, playing an active role in the preparation of the tenders to be presented therein and in the monitoring of them until the award is made and, very particularly, in everything to do with the Tenders and the obtaining of either or both of the Licences. -29- 13. PHASE PRIOR TO THE AWARDING OF THE LICENCES From the date of this Agreement up to the date on which each of the Licences is awarded, and notwithstanding the general collaboration commitment set down in Clause 12 above, the Parties undertake in particular, though without this constituting any limitation, to: (i) collaborate actively with FMCS and with its advisers in preparing the Tenders and in gathering together and producing whatsoever documents and/or material that might be required by the Spanish Administration; (ii) provide their assistance and support in whatsoever steps that FMCS might need to carry out before the competent authorities for the obtaining of the Licences; (iii) place at the disposal of FMCS the technical and human means, infrastructure, technology and other resources required by FMCS so that it might attain its immediate objective of being awarded the Licences; (iv) to provide as Partners of FMCS, in a due form and time, all the documentation that will be necessary to obtain the Licenses and which is listed in Schedule 4 to this Agreement. 14. PHASE SUBSEQUENT TO THE AWARDING OF THE LICENCES If FMCS is finally awarded either of the Licences, or both, and notwithstanding the general collaboration commitment set down in Clause 12 above, the Parties undertake in particular, though without this constituting any limitation, to: (i) collaborate actively in the "TIME TO MARKET" strategies of FMCS, that is, the launching on the market of the various products and services of FMCS in order to accelerate and cut down as much as possible the time for the proper implementation of those products and services and the start-up of the Business of FMCS; (ii) collaborate actively in the strategies of operation, marketing and distribution of the wireless local-loop products and services provided by FMCS at any moment. -30- 15. INCORPORATION OF FUTURE PARTNERS The Parties hereby declare that if they consider it beneficial for their own interests and for those of FMCS, the Parties shall study the possible incorporation of other Partners into the capital of FMCS (hereinafter, the "FUTURE PARTNERS") which shall be materialised if approved by the Partners Meeting with the majorities set forth in Clause 4 (vii) above, in which majorities should be included the vote of all of the Founding Partners, only if the future Partner is to subscribe for new participations, by means of signing: (i) an adhesion contract binding the Future Partners to the present Agreement; and (ii) whatsoever public and/or private documents that might be necessary for formalising the taking of a stake by the Future Partners in the capital of FMCS by the percentages that are agreed. 16. EXCLUSIVITY AND NON-COMPETITION For the purposes of this Clause, "Permitted Activities" shall mean any specific action not prohibited pursuant to this Clause 16. Additionally, for the purposes of this Clause "Wireless Local-Loop" shall refer to any fixed communication local loop access network utilising radio frequency falling in 3.5, 26 and 28 frequency bands. 16.1 EXCLUSIVITY AND NON-COMPETITION (i) Except for Permitted Activities, each of the Parties undertakes for so long as each of them hold, directly or indirectly, participations in FMCS, and for one (1) year after the date in which each of them ceases to hold such participations, not to, directly or indirectly, enter into or hold conversations, negotiations or agreements for acquiring any equity shareholding in persons or bodies that render or might be interested in rendering Wireless Local-Loop services in Spain, or which might frustrate the purpose of this present Agreement or the obtention by FMCS of either or both of the Licences, unless it is with the express prior agreement of the remaining Parties or allowed pursuant to Clause 16.1 (iii) e). (ii) In particular, during the life of this Agreement, the Parties are obliged not to participate, whether directly or indirectly, in any consortium or any other form of business collaboration that might be interested in presenting a competing tender to any of the Wireless Local-Loop Tenders. (iii) Additionally, each of the Parties undertake, for so long as each of them hold directly or indirectly participations in FMCS, and for one (1) year after the date in which each of them ceases to hold such participations: a) not to be engaged in any other Wireless Local-Loop activities in Spain in competition with those conducted by FMCS; or -31- b) not to induce or attempt to induce any supplier or customer of FMCS to terminate or vary the terms of its business relationship with FMCS in a manner adverse to FMCS; or c) not to induce, or attempt to induce, any officer or employee of FMCS to leave his employment with FMCS, with a detrimental result to FMCS; or d) not to be engaged in any activity which implies a direct holding of any amount in the capital of any company that owns or has applied to a wireless local-loop licence in Spain, including but not limited to licences relating to 26, 3.5 and 28 GHz; or e) not to be engaged in any activity which implies an indirect holding of a stake over 5% in the capital of any company competing in wireless local-loop in Spain. (iv) Notwithstanding the provisions of this Clause 16.1, any of the Parties will be entitled to be engaged, participate or acquire an interest in, or become connected with any business opportunity that could otherwise fall within the scope of the prohibitions of this Clause 16, provided always that such Party shall have made such business opportunity available to the Board of FMCS by written notice describing the business opportunity in reasonable detail and the Board shall have notified such Party in writing within thirty (30) business days of receipt of such notice that it does not wish to pursue such business opportunity, or having notified to such Party its interest in pursuing such business opportunity, does not effectively take any action for these purposes in the term of six (6) months from the date of such notification to the relevant Party. (v) Should any of the Parties perform any of the prohibited activities referred to in paragraph (iv) above without fulfilling the conditions referred to therein or should any of the Parties breach in any way the non competition undertakings included in this Clause 16, the relevant Party shall be obliged to sell its participations in FMCS to the rest of the Parties in accordance with the provisions of Clause 10 at the Fair Market Value calculated in accordance with Clause 11 (iv) above. Additionally the Parties hereby agree that the breach by any Party of any of the undertakings contained in this Clause shall imply the assumption and payment by such breaching Party of all costs that may be derived from the negotiation with the relevant Spanish authorities and from the execution of the guarantees that the Spanish authorities may require as well as to the enforcement of the same in order to make effective the transfer of the participations of the breaching Party to the rest of the Parties. -32- Moreover, breach by any Party of the undertakings assumed in this Clause shall entail a penalty consisting of payment to the remaining Parties of a sum up to 100 million EUROS, but in any event not higher than the value of the equity interest of each Party in FMCS. This sum shall be distributed amongst the non-breaching Parties in proportion to the number of participations in FMCS owned by each. The penalty referred to above shall be applied for each breach committed by a Party of the obligations assumed in this Clause. Notwithstanding the foregoing, should a breach of the Agreement by any Party cause loss to any Party or several Parties greater than the part of the penalty payable to it or them, such Party or Parties shall be entitled to require from the Party in breach indemnity for the damages directly and actually suffered by it or them. (vi) Each of the Parties acknowledges that the provisions of this Clause are no more extensive than is reasonable to protect FMCS' legitimate interests. If any court shall determine that the scope of this Clause is broader than is enforceable, the Parties agree that this Clause shall be deemed modified to be only so broad as shall be enforceable. (vii) For the purposes of this Clause, the Parties agree that the non-competition undertakings shall bind each of them and the companies within the group of companies to which each them belong. 16.2 INDEPENDENT CONTRACTORS None of the Parties shall create obligations, accept commitments, act as a representative, contractor or agent of the remaining Parties or of FMCS, nor shall it operate on behalf of the former or of the latter, without written consent from the remaining Parties or from FMCS giving confirmation of such an agreement. IV. MISCELLANEOUS 17. CONFIDENTIALITY 17.1 CONFIDENTIAL INFORMATION For the purposes of this Agreement, Confidential Information means any information relating to the Business of FMCE or any of its affiliates including FMCS disclosed to the Parties or their representatives orally, in writing or other tangible or intangible form including, without limitation, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, samples, flow charts, computer programs, diskettes, marketing plans, financial plans, business plans, names of customers or suppliers and other technical, financial or business information. Confidential Information shall not include any information that: -33- (i) was known by the Parties free of any obligation to keep it confidential prior to its disclosure by FMCE, its affiliates or representatives; (ii) is independently developed by the Parties other than in connection with this Agreement and the transactions contemplated hereby; (iii) is publicly available when received or which later becomes so available through no fault of the Parties, but only from the date that such information becomes so available; or (iv) was disclosed to the Parties by a third party who, to the Parties' knowledge after due inquiry, is not prohibited from disclosing such information by virtue of a nondisclosure obligation to FMCE or any of its affiliates. 17.2 CONFIDENTIALITY Each of the Parties shall use any Confidential Information obtained by it only in connection with its investment in FMCS. Each of the Parties shall hold the Confidential Information in confidence and shall disclose the Confidential Information only to their respective employees, agents and contractors who have a need to know such information to accomplish this purpose and who have agreed to be bound by the terms and conditions of this Clause. None of the Parties shall disclose the Confidential Information to any other person without the Founding Partners' prior written consent. Each of the Parties shall require their employees, agents and contractors to use the same degree of care to protect the confidentiality of the Confidential Information as they use with respect to similar information of the respective Party. Any disclosure of Confidential Information of direct relevance to FMCE such as business plans, operations, strategies (including but not limited to marketing, pricing or financing strategies) relating to FMCE wireless local-loop and other related activities shall require the prior written consent of FMCE. 17.3 UNAUTHORISED DISCLOSURE If any of the Parties becomes aware of any unauthorised disclosure, loss or misuse of the Confidential Information, they shall promptly notify the Founding Partners. 17.4 DISCLOSURE REQUIRED BY LAW If any of the Parties is required to disclose the Confidential Information (as defined in Clause 17.1 above) by a competent judicial or administrative body pursuant to applicable law or regulation, they shall promptly notify the Founding Partners or FMCE if it is Confidential Information relating to FMCE as described in 17.2 above, so that the Founding Partners or FMCE, as the case may be, may seek a protective order or other appropriate remedy. In the event that no such protective order or other remedy is obtained, the relevant Party shall furnish only that portion of the Confidential Information that it is advised by counsel is legally required and shall exercise all -34- reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information. 17.5 NO RIGHTS OR LICENSES This Agreement does not give any of the Parties any rights by license or otherwise to any of the Confidential Information. 17.6 DURATION AND TERMINATION The Parties' obligations under this Clause shall remain in full force and effect for a period of three (3) years after the date of termination of this Agreement. 17.7 RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION On a written request from any of the Founding Partners or from FMCE should it be in relation to Confidential Information relating to FMCE as described in 17.2 above, and, in any event, on termination of this Agreement, each of the Parties shall promptly and at their own expense either return to FMCS or to FMCE as instructed, or destroy the Confidential Information (including all copies thereof), depending on the instructions of the Founding Partners or FMCE, as the case may be, except as otherwise required by applicable law. 17.8 REMEDIES Each of the Parties acknowledges that the breach or threatened breach of this Clause may result in irreparable injury to FMCS and/or FMCE and that, in addition to its other remedies, FMCS and/or FMCE shall be entitled to injunctive relief to restrain any actual or threatened breach of this Agreement. Each of the Parties hereby waives any requirement for the posting of a bond or other security in connection with the granting to FMCS or FMCE of such injunctive relief. 18. REPRESENTATIONS AND WARRANTIES Each Party represents and warrants as follows: (i) the Party is a company duly organised and validly existing under the laws of its jurisdiction of incorporation, with full powers to carry out the business which it carries out and proposes to carry out for the purposes of this Agreement; (ii) the Party has the full legal right, power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder; (iii) this Agreement has been duly authorised, executed and delivered by the Party and the obligations of the Party contained therein constitute valid and legally binding obligations of the Party, enforceable against the Party in accordance with their terms; -35- (iv) the execution, delivery and performance of this Agreement and the compliance with its terms does not, and shall not result in a violation of the Party's charter or of any provision contained in any other agreement or instrument to which the Party is a party or by which the Party or any of its assets are affected or any statute, law, rule, regulation, judgement, award, decree or order applicable to the Party or any of its assets; and (v) no consent, approval or authorisation of, or declaration, filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained by the Party, in connection with the execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, save for the declarations to be filed by the non-Spanish resident Parties with the relevant Spanish foreign investment authorities. Each Party warrants to the other Parties that each of such representations is true and correct in all material respects as of the date of this Agreement and that none of them omits any matter the omission of which makes any of such representations misleading. FMCE represents and warrants that as of the date hereof, Holdings is not subject to any restrictions on the transfer of Participations it holds indirectly in FMCS. 19. TERM AND TERMINATION 19.1 TERM This Agreement shall continue in effect until: (i) the agreement of 70% of the equity interest in FMCS to terminate; (ii) the termination by any Party, if none of the Licenses has been awarded to FMCS by December 31, 2000, in which case the Agreement shall terminate for that Party and shall continue to be valid and binding between the remaining Parties; or (iii) automatically in respect of that Party (or its affiliate) which ceases to own any participations, in which case the Agreement shall continue to be valid and binding between the remaining Parties. Notwithstanding the foregoing, the provisions relating to Confidentiality (Clause 17), Exclusivity and Non-competition (Clause 16) and those of Clause 19.3 below, shall remain in effect for the term specified therein. 19.2 EFFECT OF TERMINATION The termination of this Agreement shall not in any way operate to impair or destroy any of the rights or remedies of any Party, or to relieve any Party of its obligations to -36- comply with any of the provisions of this Agreement, which shall have accrued prior to the effective date of termination. 19.3 LIQUIDATION Upon termination pursuant to Clause 19.1 (i) above, the Partners will take the necessary actions to cause FMCS to be dissolved and liquidated. 20. INDEMNIFICATION 20.1 LIMITATION ON PARTIES' LIABILITY Except as required by applicable law, the debts, obligations and liabilities of FMCS, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of FMCS, and none of the Parties, Directors or officers of FMCS shall be obligated personally for any such debt, obligation or liability of FMCS solely by reason of being a partner, director, officer or participating in the management of FMCS. The failure of FMCS to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under applicable law or this Agreement shall not be grounds for imposing personal liability on the Parties for liabilities of FMCS. 20.2 SURVIVAL The provisions of this Clause 20 shall survive the termination of this Agreement and the dissolution and liquidation of FMCS. 21. ASSIGNMENT This Agreement shall be binding and shall operate for the benefit of the Parties and their respective beneficiaries and assignees. Notwithstanding the above, except as provided for in section 10.4 above, the contractual position (rights and obligations) of each of the signatory Parties to this Agreement shall not be able to be assigned to a third party without prior express consent in writing from the signatory Parties to it that are not affected by the assignment of contractual position that it is wished to carry out. An exception to the above is made for the case of assignments of contractual position made by signatory Parties to this Agreement in favour of Affiliates, according to the definition of this contained in Clause 10.4 above. The efficacy of assignments of contractual position made by the signatory Parties to this Agreement in conformity with the provisions contained in this Clause shall in all cases be subject to the express written acceptance from the assignee of the terms and conditions set down herein. 22. ENTIRE AGREEMENT -37- This Agreement, together with the documents referred to herein and the Schedules hereto, constitutes the entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior understandings and negotiations between them, whether written or oral. 23. PARTIAL NULLITY If any provision of this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions set forth herein shall not in any way be affected or impaired; provided, however, that in such case the Parties agree to use their best efforts to achieve the purpose of the invalid provision through a new, legally valid and enforceable provision. 24. NOTICES Any notice, instruction or other communication to be given under this Agreement to a Party shall be in writing. Such notice, instruction or communication shall be deemed to have been duly given when it shall be delivered by hand or sent by airmail, telex or facsimile to the Party to which it is required or permitted to be given at such Party's address specified below or at such other address as such Party shall have designated by notice to the Party giving such notice, instruction or other communication. For FMCE: To the attention of: General Counsel 6, rue Jean Monnet L-1218 Luxembourg FAX: +(352) 22 99 99 54 99 To FirstMark Communications International LLC 660 Madison Avenue, 22nd Floor New York, NY 10021 FAX: (212) 699-4301 For PRISA: To the attention of: Eduardo Diez Hochleitner Promotora de Informaciones, S.A. Gran Via 32 28013 Madrid FAX: 34 91 330 1036 For AZTLAN: To the attention of: Adolfo Cerezo Perez Inmobiliaria Aztlan, S.A. de C.V. Parque Via n(0) 190, piso 10 -38- Colonia Cuahutemoc Mexico 06599, Distrito Federal Fax: (525) 255 15 76 For CORTE INGLES: To the attention of: Lorenzo Lasaga Munarriz C/ Hermosilla, 112 28009 Madrid FAX: 91 309 11 67 For OMEGA: To the attention of: D. Mario Fernandez Pena C/ P(0) de la Castellana, 31 280046 Madrid FAX: 91 319 57 33 For DIARIO DE BURGOS To the attention of: Antonio Mendez Pozo C/ San Pedro de Cardena, 34 09002 Burgos FAX: 947 27 55 33 For CAJA DUERO: To the attention of: Dativo Martin Jimenez C/ Plaza de los Bandos, 15-17 37002 Salamanca FAX: 91 571 24 23 For IBERCAJA: To the attention of: Miguel Angel Navarro Garcia C/ Plaza Basilio Paraiso, 2 50008 Zaragoza FAX: 976 21 76 03 For CAJA SAN FERNANDO: To the attention of: D. Manuel Pinar Parias C/ Plaza de San Francisco, 1 41004 Sevilla FAX: 95 459 72 31 -39- For EL MONTE: To the attention of: Juan Jose Garcia Munoz C/ Plaza de Villasis, 2 41003 Sevilla FAX: 95 450 24 58 25. HEADINGS The headings to the covenants and Clauses of this Agreement have been included strictly for reasons of convenience and they in no way affect or prejudice the interpretation of the content of them. 26. ENGLISH LANGUAGE This Agreement has been executed in English language. A translation into Spanish is attached hereto as Schedule 5 only for information and clarification purposes as the Parties expressly agree that the English version shall always prevail. All documents to be furnished or communications to be given or made under this Agreement shall be in the English language or, if in another language, shall be accompanied by a translation into English duly certified, which translation shall be the governing version between the Parties. 27. GOVERNING LAW AND RESOLUTION OF DISPUTES This Agreement will be governed by the laws of Spain without giving effect to principles of conflicts of laws that would result in application of the law of another jurisdiction. Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or invalidity thereof, shall be settled by the Parties within the thirty (30) day period following the receipt by the last one of parties of a written notice pointing out the existence of such dispute, controversy, claim, breach, termination or invalidity. Should the parties not reach an agreement in the thirty (30) day period referred to above, the Parties agree to submit the relevant issue to arbitration. The arbitration shall be in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce, except that in the event of any conflict between those rules and any arbitration provisions of this Agreement, the provisions of this Agreement shall govern. There shall be three arbitrators appointed by the Geneva, Switzerland office of the International Chamber of Commerce in accordance with said Rules. The arbitration, including the making of the award, shall take place in Geneva, Switzerland. The arbitration shall be conducted in the English language and the award, and the reasons supporting it, shall be written in English. -40- All decisions of the arbitral tribunal shall be final and binding on the Parties and may be entered against them in a court of competent jurisdiction. When affixing the cost of arbitration in its award, any costs, fees or taxes incidental to enforcing the arbitral award shall, to the maximum extent permitted by law, be borne by the Party resisting such enforcement. AND AS PROOF OF CONFORMITY with the foregoing, the Parties sign this agreement along with its Schedules, in nine originals and for a sole effect, in the place and on the date stated in the heading. FIRSTMARK COMMUNICATIONS EUROPE, S.C.A. BY: /s/ Keith Arthur Cornell - ----------------------------- SIGNED: MR KEITH ARTHUR CORNELL PROMOTORA DE INFORMACIONES, S.A. BY: /s/ Ignacio Santillana - -------------------------- SIGNED: MR IGNACIO SANTILLANA AZTLAN CAJA DUERO BY: BY: /s/ Keith Arthur Cornell /s/ Dativo Martin Jimenez - ----------------------------- ------------------------------- SIGNED: MR KEITH ARTHUR CORNELL SIGNED: MR. DATIVO MARTIN JIMENEZ INFORMATICA EL CORTE INGLES IBERCAJA BY: BY: /s/ Florencio Lasaga Munarriz /s/ Miguel A. Navarro Garcia - ---------------------------------- --------------------------------- SIGNED: MR FLORENCIO LASAGA MUNARRIZ SIGNED: MR. MIGUEL A. NAVARRO GARCIA OMEGA CAPITAL, S.L. CAJA SAN FERNANDO BY: BY: -41- /s/ Mario Fernandez Pena /s/ Manuel Pinar Parias - ------------------------------ ------------------------------- SIGNED: MR MARIO FERNANDEZ PENA SIGNED: MR. MANUEL PINAR PARIAS DIARIO DE BURGOS EL MONTE BY: BY: /s/ Jesus Angel Bueno Ordonez /s/ Juan Jose Garcia Munoz - --------------------------------- ------------------------------- SIGNED: JESUS ANGEL BUENO ORDONEZ SIGNED: MR JUAN JOSE GARCIA MUNOZ -42- SCHEDULE 1 SUMMARY OF FMCS BUSINESS PLAN SCHEDULE 2 BALANCE SHEET AND PROFIT AND LOSS ACCOUNT OF FMCS AS OF 30 OCTOBER 1999 SCHEDULE 3 SUMMARY OF BUDGETS AND UNDERTAKINGS ASSUMED BY FMCS SCHEDULE 4 DOCUMENTATION TO BE SUBMITTED BY FIRSTMARK COMUNICACIONES ESPANA, S.L.'S PARTNERS 1. Copy of the passport or identity card pertaining to the representative of the partner which must be duly legitimated by a Spanish Notary Public. 2. Formal commitment undertaken by the partner for the purpose of accrediting the economic, financial, technical or professional solvency of FirstMark Comunicaciones Espana, S.L. which must be duly legitimated by a Spanish Notary Public. 2.1 Power of attorney accrediting the capacity of the signatory of the commitment referred to in point 2 above. Should the power of attorney not be granted before a Spanish Notary Public, the power will have to be translated into Spanish and notarised and apostilled to be effective in Spain. 3. Financial Statements, should its publication be mandatory in the country where the company is incorporated. 4. Report issued by a financial entity evidencing the economic and financial solvency of the shareholder, which must be duly legitimated by a Notary Public. 4.1 Power of attorney accrediting the capacity of the signatory of the Report referred to in point 4 above. Should the power of attorney not be granted before a Spanish Notary Public, the power will have to be translated into Spanish and notarised and apostilled to be effective in Spain. 5. Declaration about the global volume of business and services carried out by the partner for the last three fiscal years, which must be duly legitimated by a Notary Public. 5.1 Power of attorney accrediting the capacity of the signatory of the declaration referred to in point 5 above. Should the power of attorney not be granted before a Spanish Notary Public, the power will have to be translated into Spanish and notarised and apostilled to be effective in Spain. 6. Evidence of technical and professional solvency. Evidence should be provided by means of submitting the following documents: a) Professional and academic certificates of the company's directors and management staff and, in particular, those pertaining to the employees responsible for the implementation and development of the service. b) A statement indicating the average number of employees and management staff per annum, for the last three years. c) A list of the main services carried out in the last three years, including the amounts and beneficiaries thereof. d) A statement regarding the research and development resources available to the company. Please note that the signature of the person executing the documentation listed in this point 6 must be duly notarised before a Notary Public, and the power of attorney setting forth the signatory's capacity (if a foreign power of attorney is entailed, this power must be translated into Spanish, legalised and apostilled) should be attached thereto. ALL OF THESE DOCUMENTS MUST BE SUBMITTED IN DUPLICATE COPIES, BEARING IN MIND THAT ANY DOCUMENT DRAFTED IN A FOREIGN LANGUAGE MUST BE ACCOMPANIED BY A SWORN TRANSLATION INTO SPANISH. EX-10.6 4 ex-10_6.txt EXHIBIT 10.6 Exhibit 10.6 THE BASIC PROJECT CREDIT AGREEMENT - hereinafter referred to as the "CREDIT AGREEMENT" - dated January 21, 2000 between LAMBDANET COMMUNICATIONS GMBH, HANNOVER - hereinafter referred to as "LAMBDANET" or "BORROWER" - and BAYERISCHE HYPO- UND VEREINSBANK AKTIENGESELLSCHAFT, MUNICH DRESDNER BANK AG, FRANKFURT AM MAIN AND KREDITANSTALT FUR WIEDERAUFBAU, FRANKFURT AM MAIN - hereinafter referred to as "the ARRANGERS" or "BANKS", each individual one referred to as "the ARRANGER" or "BANK", Dresdner Bank AG also referred to as "the HANDLING BANK" Bayerische Hypo- und Vereinsbank AG also referred to as "the LEADER OF THE COLLATERAL POOL" LAMBDANET CREDIT AGREEMENT page 2 of the agreement dated January 21, 2000
TABLE OF CONTENTS: Preamble 4 Definitions 7 1. Extending Credit 11 2. Its Purpose 12 3. Using the Loans and Their Availability 13 4. The Conditions 18 5. Outlays 21 6. Remunerations 22 7. Term 23 8. Repayment 24 9. Delay in Performance 27 10. Collateral 28 11. The Project Account 30 12. Imposed Conditions 31 13. The Prerequisites for Paying Out 39 14. Possibilities for Termination / Withdrawal 41 15. Subparticipation/Transfer (Syndication) 44 16. Final Provisions 45 Signatures 48 Appendix 1: An Example of a Calculation 50 Appendix 2: The Business Plan 54
LAMBDANET CREDIT AGREEMENT page 3 of the agreement dated January 21, 2000
Appendix 3: Guaranty 56 Appendix 4: The Formal Obligation of the Shareholders 57 Appendix 5: The Requirements for Payment 58
LAMBDANET CREDIT AGREEMENT page 4 of the agreement dated January 21, 2000 PREAMBLE LAMBDANET is a German telecommunications company that was recently set up on April 21, 1999 under the name "Carriers' Carrier Gesellschaft GmbH" and that has its headquarters in 30177 Hannover, Gunther-Wagner-Alle 13, registered at the Hannover Commercial Register under HRB 57818. This company changed its name to LambdaNet Communications GmbH on October 1, 1999. The shareholders are - - FirstMark Communications Europe S.A., 6 rue St. Jean Monnet, 2180 Luxemburg (that is primarily held by FirstMark Communications International LLC with its headquarters in 660 Madison Avenue, 10021 New York, United States) and that acquired the business shares from the original shareholder FirstMark Fiber Holdings, L.L.C., Corporate Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States pursuant to the transfer agreement of the notary public Dr. Gerhard Pilger, Frankfurt am Main, dated January 19, 2000 - - Dieter Finke, engineer, born on January 28, 1954, residing in Neuer Kamp 20, 29336 Nienhagen, - - Dr. Bernd Jager, born on June 10, 1963, residing in Wilhelm-Levensen-Strasse 18, 53115 Bonn, - - Dr. Stefan Sattler, born on June 20, 1965, residing in Heideweg 41, 53332 Bornheim and - - LambdaNet Communications Mitarbeiter GbR LAMBDANET has been furnished with equity capital amounting to 32,200,000 Euros since November 1, 1999. In the framework of the liberalisation of the European telecommunications market, LAMBDANET is planning to build up a pan-European network for furnishing telecommunications services. In the first stage, LAMBDANET will be building and operating up a glass-fibre network in Germany measuring 3,200 kilometres where 21 cities will be connected with one another. For this purpose, already laid blank fibre capacities (what are known as "dark fibres") of Gasline GmbH & Co. KG ("GASLINE"), Huttropstrasse 60 in Essen will be rented on long-term basis for 10 years (with an option for Lambdanet to extend the agreement for another 8 years) pursuant to the "Agreement on Using Waveguides and System Equipment Spaces" between Lambdanet and Gasline dated July 14, 1999. The optical and electronic components of the network shall be supplied by NORTEL DASA pursuant to the turnkey general contractor agreement dated September 21, 1999 between Lambdanet and Nortel DASA Network Systems GmbH & Co. KG with its headquarters in Hahnstrasse 37 - 39, 60528 Frankfurt am Main (hereinafter referred to as "NORTEL DASA") for 46,539,974 German Marks. Lambdanet shall undertake configuring the network itself. The network is planned for operation by January 1, 2000. In this process, we are primarily intending to offer these products and services to other telephone companies and Internet service providers ("Carriers' Carrier" business) that do not have their own infrastructure or that would like to extend their capacities in this fashion. LAMBDANET is offering the following products at the moment: LAMBDANET CREDIT AGREEMENT page 5 of the agreement dated January 21, 2000 - - "managed bandwidth", meaning that the customer purchases a certain transmission capacity (generally STM-1 (this is the standard for bit-rate transmissions of 155 megabits per second) or higher) between two or several connecting points (what are known as "points of presence") between his network and Lambdanet's network. Here, Lambdanet guarantees the availability of this capacity on these routers based upon certain service level agreements (SLA's). The customer's transmission is brought up to the point of presence with Lambdanet and fed into the transportation network with Lambdanet's equipment. - - "wavelengths", meaning that the customer purchases the exclusive right of using a certain wavelength on certain routes. The carrier only provides the photonic equipment such as laser equipment, amplifier units or other hardware required for transporting data. All of the routers (SDH component parts) come from the purchaser of the wavelength. This means that the customer will have its "own" exclusive virtual fibre branch de-facto at significantly lower costs than "genuine" blank fibre capacities. - - "co-location", meaning providing areas for installing / operating the customer's component parts at each of Lambdanet's point of presence. These areas are generally standardised in "racks" (standardised sizes for switchboxes). The customer is provided with the power supply, air conditioning, 24-hour access and being in the immediate area of the points of presence. The following loan serves the purpose of financing the project of LAMBDANET described above. The banks shall make the availability of portions of the overall loan dependant upon LAMBDANET's initial success. There is agreement on quantifying this initial market success by means of purchase contracts. The total loan shall be paid back from the cash flow earned from the project. The cash flow shall be forecast in the Business Plan dated November 12, 1999 (Version 6.9) as per Appendix 2 of the Credit Agreement. LAMBDANET CREDIT AGREEMENT page 6 of the agreement dated January 21, 2000 DEFINITIONS ANNUALISED EBITA means EBITA multiplied by 2 GUARANTOR is NORTEL DASA and/or a third party that the ARRANGERS accept BUSINESS PLAN means the 5-year projections for the PROJECT passed by the management in each case and submitted to the lenders including the profit and loss account, the balance sheet, the cash flow forecast and strategic planning with an appropriate degree of details for implementing these projects. CASH FLOW AVAILABLE FOR SERVICING THE DEBT means the consolidated profit for the year/not loss for the year (the net income) of the BORROWER in the last 6-month period of time plus (i) lowering the working capital without taking the liquid funds into consideration during this period of time (ii) interest and other financial expenditures payable towards the TOTAL DEBT during this period of time (iii) depreciation during this period of time, and (iv) drawing on the equity-like contribution during this period of time. minus (i) increases in the working capital without including the liquid funds during this period of time and (ii) investment expenditures that were made during this period of time. EBITA (EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION) means the net turnover for the last 6-month period of time in each case minus the working capital before the BORROWER's extraordinary income/expenditures, interest income/expenditures, taxes and depreciation. EQUITY-LIKE CONTRIBUTIONS are calculated as the total of the capital paid in (subscribed capital plus capital reserves), secondary partner's loans and/or other secondary loans and deferred payments under the GASLINE LOAN AGREEMENT, presuming that the former is unambiguously of a secondary nature. The capitalised amount shall be included up to a maximum 12.3 thousand million German Marks until the convertible bond is exercised. EXCESS CASH FLOW means the CASH FLOW AVAILABLE FOR SERVICING THE DEBT minus the SENIOR DEBT SERVICE for the last 6-month period of time in each case. FIELD ACCEPTANCE means that the liquidating bank has a confirmation from the BORROWER (FIELD ACCEPTANCE CERTIFICATE) on field acceptance as settled in the additional agreement dated December 12, 1999 on the NORTEL DASA AGREEMENT. GASLINE means GasLINE Telekommunikationsgesellschaft deutscher Gasversorgungs-unternehmen mbH & Co. KG, Huttropstrasse 60, Essen. GASLINE LOAN AGREEMENT means the loan agreement and convertible bond dated July 14, 1999, notary's document register 99/00147 of the notary public Hans-Friedrich Kreyer in Bochum between Lambdanet and GasLINE. LAMBDANET CREDIT AGREEMENT page 7 of the agreement dated January 21, 2000 GASLINE LIGHTWAVE AGREEMENT means the agreement on using the optical waveguides and system equipment rooms dated July 14, 1999 between LAMBDANET and GASLINE. GASLINE AGREEMENTS means the GASLINE LIGHTWAVE AGREEMENT and the GASLINE LOAN AGREEMENT. GROUP means FirstMark Fiber Holdings LLC or FirstMark Communications Europe S.A. if the business shares are effectively transferred pursuant to the contract dated January 19, 2000 before the notary public Dr. Pilger, including associated companies in the intendment of Sections 15 ff. of Aktiengesetz (the German Stock Corporation Act) and LAMBDANET. ACCUMULATED TURNOVER means the total accumulated net turnover of the BORROWER from usual business activities from the time of setting up the company to each test date less the expenditures for the capacity in the local loop area purchased on behalf of the customer. NETWORK ACCEPTANCE means that the liquidating bank has a confirmation from the BORROWER (NETWORK ACCEPTANCE CERTIFICATE) that all of the PROJECT's technical specifications are met (as agreed upon in the NORTEL DASA AGREEMENT). NORTEL DASA AGREEMENT is the schedule-bound general contractor agreement amounting to 46,539,974 German Marks concluded on September 21, 1999 between NORTEL DASA and the BORROWER and each of the additional and supplementary agreements accepted by the lenders, especially the additional agreement dated December 31, 1999. DEBT SERVICE COVERAGE RATIO means the CASH FLOW AVAILABLE FOR DEBT SERVICE divided by SENIOR DEBT SERVICE for the next 6 months. PROJECT means the BORROWER building up and operating a glass-fibre network in Germany measuring 3,200 kilometres where 21 cities will be connected with one another as well as providing and marketing products and services for this purpose including the products and services mentioned in the preamble. PROJECT AGREEMENTS include all of the essential agreements of LAMBDANET in connection with building, installing, putting into service, operating, insuring and maintaining the PROJECT, especially the GASLINE AGREEMENTS, the NORTEL DASA AGREEMENT and other supply contracts with a volume of Euro 2,500,000, use agreements for glass fibres with third parties, telecommunications licenses, interconnection agreements, service contracts with a volume of over Euro 500,000, all of the permits required for implementing the PROJECT and the purchasing contracts and insurance policies; the assignment agreement with NORTEL DASA and the Fee and Undertaking Letter issued by NORTEL DASA. QUALIFIED PURCHASING AGREEMENT: a purchasing agreement that is concluded becomes a qualified purchasing agreement after the contracting party examines it through bank reference with the net contractual value (including the installation fee) and this has a positive outcome for the next 12 months after signing the purchasing agreement, however no later than to the first possible date of termination. Should a qualified purchasing agreement be terminated ahead of time or the contracting party be in arrears with his obligations to pay, the contractual value shall not be reported in the further calculation. LAMBDANET CREDIT AGREEMENT page 8 of the agreement dated January 21, 2000 SENIOR DEBT means all of the outstanding amounts under TRANCHES A and B on each effective date plus the BORROWER's other collateralised or non-collateralised liabilities (indebtedness) that rank pari passu to this CREDIT AGREEMENT including any obligations from interest and currency securing transactions. SENIOR DEBT SERVICE means the total of interest expenditures, other financial expenditures and obligatory amortisation for the SENIOR DEBT. TOTAL DEBT means the total consolidated indebtedness of the BORROWER on each effective date. INTEREST COVER RATIO means EBITA divided by the total of interest expenditures and financial expenditures for the TOTAL DEBT for the next 6 months. LAMBDANET CREDIT AGREEMENT page 9 of the agreement dated January 21, 2000 1. EXTENDING CREDIT 1.1 The BANKS extend a loan facility amounting to EURO 56,000,000 (in words: FIFTY-SIX million Euros) to the BORROWER. 1.2 A part of this amount shall be made available amounting to as much as EURO 10,000,000 (in words: TEN million Euros) as a revolving Euro loan (hereinafter referred to as "TRANCHE A") 1.3 A part of this amount shall be made available amounting to EURO 46,000,000 (in words: FORTY-SIX million Euros) as a non-revolving Euro loan (hereinafter referred to as "TRANCHE B") 1.4 TRANCHE A and TRANCHE B together shall be hereinafter designated as "LOANS". LAMBDANET CREDIT AGREEMENT page 10 of the agreement dated January 21, 2000 2. ITS PURPOSE 2.1 The amounts paid out under the LOANS shall exclusively serve the purpose of financing investments and the corresponding expenditures including the requirements for working capital in connection with the PROJECT of the BORROWER pursuant to the BUSINESS PLAN presented as a summary in Appendix 2. Deviations within the individual items that are more than an accumulated EURO 500,000 shall require the consent in writing of the BANKS. 2.2 In this process, TRANCHE A shall be used for the requirements of intermediate financing and working capital. TRANCHE B shall serve the purpose of financing the initial network configuration by purchasing components from NORTEL DASA pursuant to the NORTEL DASA AGREEMENT, the operative initial losses in accordance with the BUSINESS PLAN dated November 12, 1999 pursuant to Appendix 2 and, if necessary, for extended investments in accordance with each current BUSINESS PLAN. LAMBDANET CREDIT AGREEMENT page 11 of the agreement dated January 21, 2000 3. USING THE LOANS AND THEIR AVAILABILITY 3.1 The BORROWER may only claim the LOANS for the first time 3 BANK WORKING DAYS after complying with all of the prerequisites for pay-out pursuant to Number 13 of the agreement hereto and pursuant to the specification of the subsequent conditions. The LIQUIDATING BANK shall confirm without delay that the prerequisites for pay-out specified in Number 13 of the agreement hereto have been complied with in writing. 3.2 The period of time of paying out TRANCHE A shall run until November 30, 2006. The period of time of payments for funds drawn under TRANCHE B shall run to December 31, 2001 in the absence of other stipulations in the following. The remaining amount from TRANCHE B that is not claimed at this point in time shall become forfeited. 3.3 THE MAXIMUM AMOUNT AVAILABLE UNDER TRANCHE A IN EACH CASE 3.3.1 Euro 6,000,000 shall be available under TRANCHE A as long as the availability covered by the agreement under TRANCHE B is below Euro 40,000,000, meaning that QUALIFIED PURCHASING AGREEMENTS amounting to under Euro 20,000,000 have been submitted. 3.3.2 As soon as the availability covered by the agreement under TRANCHE B reaches or exceeds Euro 40,000,000, meaning that QUALIFIED PURCHASING AGREEMENTS amounting to at least Euro 20,000,000 have been submitted, the availability under TRANCHE A increases to Euro 10,000,000. 3.4 THE AVAILABILITY UNDER TRANCHE B The amount available under TRANCHE B shall be calculated from the total of the available amount covered by the agreement and the available amount covered by the guaranty as follows: 3.4.1 THE AMOUNT AVAILABLE THAT IS COVERED BY GUARANTY UNDER TRANCHE B: As soon as TRANCHE A is claimed at Euro 6,000,000 for the first time and the maximum amount of guaranty of NORTEL DASA specified in Number 13 is effective, amounts up to the value of the supplies and services furnished based upon the NORTEL DASA AGREEMENT as the GUARANTOR and BORROWER as it was confirmed it in writing to the LIQUIDATING BANK shall be available to a maximum of Euro 23,000,000. Provided that NETWORK ACCEPTANCE has taken place and the NETWORK ACCEPTANCE CERTIFICATE was submitted to the banks, the available amount covered by the guaranty shall be finally reduced in accordance with the available amount covered by the agreement increasing as a result of further QUALIFIED PURCHASING AGREEMENTS being concluded as soon as the available amount under Trance B reaches or exceeds a total of Euro 40,000,000 (refer to Appendix 1). LAMBDANET CREDIT AGREEMENT page 12 of the agreement dated January 21, 2000 3.4.2 THE AMOUNT COVERED BY AGREEMENT THAT IS AVAILABLE UNDER TRANCHE B: 3.4.2.1 A further maximum of Euro 17,000,000 beyond the amount specified under 3.3.1, i.e. a total of Euro 40,000,000, shall be available under TRANCHE B as soon as it is permissible to claim Euro 15,000,000 in accordance with the following calculation on the pay-out date for funds drawn (meaning there are QUALIFIED PURCHASING AGREEMENTS amounting to Euro 7,500,000) at the amount resulting from the following calculation: (also refer to Appendix 1): The total of the net contractual values (including the installation fee) of QUALIFIED PURCHASING AGREEMENTS x a factor of 2. 3.4.2.2 A further maximum of Euro 6,000,000 shall be available under TRANCHE B when it is permissible to claim Euro 40,000,000 and more because QUALIFIED PURCHASING AGREEMENTS have been submitted in accordance with the calculation under Number 3.4.2.1 of the agreement hereto. The prerequisite of this is the fact that QUALIFIED PURCHASING AGREEMENTS have been submitted with a net contractual value (including the installation fee) of more than Euro 20,000,000. 3.4.2.3 The maximum amount available covered by the agreement under TRANCHE B shall be reduced after the availability of claims covered by guaranty under TRANCHE B expire as of June 15, 2000 by the amount of the claim covered by guaranty as defined in Number 4.2 of the agreement hereto. 3.4.2.4 The maximum available amount covered by the agreement under TRANCHE B shall be tested by the LIQUIDATING BANK within three bank working days after the QUALIFIED PURCHASE CONTRACTS have been submitted, however ascertained at a maximum of twice per calendar month. The LIQUIDATING BANK shall inform the BORROWER, the GUARANTOR and the BANKS of the result of ascertaining this and the maximum available amount covered by the agreement that results from this without delay in writing. The division of availability established by the LIQUIDATING BANK shall continue to apply until the next ascertainment and shall be recognised as binding by the BORROWER, the GUARANTOR and the BANKS subject to obvious errors. 3.5 The BORROWER shall submit a request for payment in writing to the LIQUIDATING BANK before drawing funds each time or before later prolongations no later than by 10 o'clock Frankfurt time on the fourth BANK WORKING DAY before the desired date of claiming using the sample made available by the BANKS and attached in Appendix 6. It has to have the following minimum content: - the amount to be called up - the desired date of claim within the period of payment pursuant to Numbers 3.2 and 3.4 of the agreement hereto that is on a BANK WORKING DAY pursuant to Number 3.11 of the agreement hereto, - the desired period of locking interest and the desired partial amount pursuant to the specifications of Numbers 3.6 and 3.7 of the agreement hereto that have to be chosen in such a fashion that the amount of obligatory amortisation due on each effective date pursuant to Number 8 of the agreement hereto is covered by the amount of one or several drawings that are due on this day, LAMBDANET CREDIT AGREEMENT page 13 of the agreement dated January 21, 2000 - the purpose (funds that are not intended for the requirements of working capital have to be documented by submitting invoices from amounts of Euro 100,000 upwards) and the desired tranche that it is supposed to be drawn under. If the BORROWER does not provide information on the period of locking interest, provides it late or incompletely, the further claim shall be made as a Euro loan with a period of locking interest of 3 months reserving ourselves the right in the regulation in Numbers 3.6 and 3.11 of the agreement hereto. However, if an amount of obligatory amortisation was due within four months since the end of the current interest period, it shall be made with a period of locking interest that ends with the date of payment due of the amount of obligatory amortisation. A request for payment may not be revoked and it shall constitute the BORROWER's duty of acceptance. 3.6 The BORROWER may claim TRANCHE B as a Euro loan with periods of locking interest (hereinafter referred to as the "PERIOD OF LOCKING INTEREST") of 1, 2, 3 or 6 months in a maximum of 20 partial amounts. PERIODS OF LOCKING INTEREST that deviate from this shall only be possible with the consent of the LIQUIDATING BANK. The partial amounts may not fall below a minimum amount of Euro 2,000,000 and have to be whole-number multiples of Euro 500,000. At least 10 BANK WORKING DAYS have to be between two dates of claiming. The first PERIOD OF LOCKING INTEREST shall begin on the first date claiming and shall end on the last day of the PERIOD OF LOCKING INTEREST. Each subsequent PERIOD OF LOCKING INTEREST shall begin with the expiration of the previous PERIOD OF LOCKING INTEREST. Notwithstanding the statements above, the first PERIOD OF LOCKING INTEREST shall expire under TRANCHE B for all claims (with the exception of the first claim) on the same day as the current PERIOD OF LOCKING INTEREST for all of the previous claims. These claims shall then be consolidated on the last day of this PERIOD OF LOCKING INTEREST in each case and shall be treated as one claim. 3.7 The BORROWER may claim Euro loans under TRANCHE A with PERIODS OF LOCKING INTEREST of 1, 2, 3 and 6 months. PERIODS OF LOCKING INTEREST that deviate from this shall only be possible with the consent of the LIQUIDATING BANK. The partial amounts may not fall below a minimum amount of Euro 500,000 and have to be whole-number multiples of 100,000. 3.8 Euro loans shall be extended under the proviso of the availability of the corresponding funds on the Euro market. If it is not possible to use it as a Euro loan, it shall be claimed pursuant to the specifications of the agreements to be made between the BORROWER and LIQUIDATING BANK in this case. 3.9 It shall not be possible to re-extend the borrowed funds of Tranche B. Tranche A may be used on a revolving basis. 3.10 The LOANS shall be posted to the account 1 024 061 (pay number of the BORROWER at the LIQUIDATING BANK) of the BORROWER with the LIQUIDATING BANK, Friedrichshafen branch office, bank code number 651 800 05. The LIQUIDATING BANK shall notify the BORROWER of the corresponding sub-accounts for TRANCHE A and TRANCHE B separately. LAMBDANET CREDIT AGREEMENT page 14 of the agreement dated January 21, 2000 3.11 BANK WORKING DAYS in the intendment of the agreement hereto shall be days when banks are open in Munich and Frankfurt and when the European payment system TARGET is available for fulfilling payments in EUROS. If the last day of a PERIOD OF LOCKING INTEREST does not fall upon a BANK WORKING DAY, the PERIOD OF LOCKING INTEREST shall end on the subsequent BANK WORKING DAY. If this day fell upon the next calendar month, the PERIOD OF LOCKING INTEREST shall end as early as on the previous BANK WORKING DAY. LAMBDANET CREDIT AGREEMENT page 15 of the agreement dated January 21, 2000 4. THE CONDITIONS 4.1 An interest rate based upon EURIBOR shall be agreed upon for claiming TRANCHE A plus the applicable margin pursuant to Number 4.3 of the agreement hereto. 4.2 An interest rate shall be agreed upon for claims on TRANCHE B covered by guaranty based upon EURIBOR plus a margin of 1.00% p.a. An interest rate shall be agreed upon for claims on TRANCHE B covered by the agreement (as defined in the following) based upon EURIBOR plus the applicable margin pursuant to Number 4.3. Regardless of whether QUALIFIED PURCHASING AGREEMENTS have been submitted, claims under TRANCHE B to an amount of the value of the supplies and services from the NORTEL DASA CONTRACT confirmed by the GUARANTOR and BORROWER for the purpose of the agreement hereto, however no more than amounting to Euro 23,000,000 with the proviso of the regulation below, shall be deemed as claims covered by guaranty. Presuming that NETWORK ACCEPTANCE has taken place and a NETWORK ACCEPTANCE CERTIFICATE has been submitted to the banks, the amount of the claims covered by guaranty shall be reduced as soon as the total of the amounts available under TRANCHE B reach Euro 40,000,000 by the amount that it exceeds Euro 40,000,000 pursuant to the calculation presented in Number 3.4.2.1 based upon QUALIFIED PURCHASING AGREEMENTS being submitted on a date of ascertaining that has to be before June 30, 2000 (hereinafter referred to as "claims covered by guaranty"). To the extent that claims under TRANCHE B shall be not deemed as claims covered by guaranty, they shall be deemed as claims covered by the agreement (hereinafter referred to as "claims covered by the agreement"). The conditions settled in Clause 4 shall also apply independent of the duration of each PERIOD OF LOCKING INTEREST from the next BANK WORKING DAY following a date of ascertaining pursuant to Number 3.4.2.4. The LIQUIDATING BANK shall notify the BORROWER, the GUARANTOR and the BANKS of the amounts of the claims covered by guaranty and covered by the agreement together with the notification pursuant to Number 3.4.2.4 of the agreement hereto. 4.3 The applicable margin (hereinafter referred to as the "applicable margin") for claims of TRANCHE A and claims covered by the agreement of TRANCHE B shall be ascertained as follows depending upon the ratio of the "senior debt: EBITA": SENIOR DEBT: EBITA applicable margin ------------------ negative or above 6.00 x 3.75% p.a. 4.50 - 6.00 x 3.50% p.a. 3.50 - 4.49 x 3.25% p.a. 2.50 - 3.49 x 2.75% p.a. below 2.50 x 1.75% p.a. The applicable margin for claims covered by the agreement may be reduced up to a maximum of 0.35% points during the entire period of credit extension per calendar half-year. Under the proviso of the regulation in Number 4.2, it shall apply from the LAMBDANET CREDIT AGREEMENT page 15 of the agreement dated January 21, 2000 next day of locking interest after submitting the appropriate monthly or quarterly report to the LIQUIDATING BANK. 4.4 EURIBOR designates the average interest rate stated as a per annum interest rate that is ascertained based upon listings of leading banks on the European Interbank EURO market for borrowing money in Euros for a period of time that corresponds to each PERIOD OF LOCKING INTEREST and that is published 2 BANK WORKING DAYS before the beginning of each PERIOD OF LOCKING INTEREST at about 11 o'clock Brussels time on page 248 of the Bridge Telerate Service. 4.5 If an appropriate interbank rate is not published on this day, the interbank rate shall be calculated for the appropriate interest period as the arithmetic mean rounded to the next 1/16% of the interest rates per annum that is announced to the BANKS at about 11 o'clock Frankfurt time 2 BANK WORKING DAYS before the first day of each PERIOD OF LOCKING INTEREST by three large-scale banks for large-scale banks to borrow money at a German bank place amounting to each claim in German Marks for the duration of each interest period. 4.6 If the BANKS have only been submitted designations from two large-scale banks, the interbank rate shall be announced based upon the designations of these two large-scale banks. If there are not designations from at least two large-scale banks available, the interest rate for the appropriate interest period shall consist of the margin pursuant to Number 4.1 of the agreement hereto and the actual re-financing costs of the BANKS for amounts that correspond to the amount, currency and interest period of each claim. 4.7 The interest shall be paid at the end of a PERIOD OF LOCKING INTEREST with PERIODS OF LOCKING INTEREST of up to three to four months, otherwise quarterly retroactively. The interest and the loan commitment fee shall be calculated in accordance with the Euro interest method on the basis of a 360-day year (365/360 or 366/360 days). 4.8 The loan commitment fee for the LOANS shall be 0.875% per annum for the borrowed funds committed, but not claimed, beginning on the day of signing the credit AGREEMENT. The loan commitment fee shall be calculated decursively on a quarterly basis and called in from the project account product Number 3.10 of the LIQUIDATING BANK. LAMBDANET CREDIT AGREEMENT page 17 of the agreement dated January 21, 2000 5. OUTLAYS The BORROWER has to reimburse the BANKS all costs and other expenditures that they incur or are incurred (especially external rights, consultation and examination costs) in connection with negotiating, concluding, implementing and syndicating the agreement hereto or the claims based upon this for the BANKS because of consulting external offices. To the extent that costs and expenditures are incurred above Euro 10,000 for individual measures such as appointing external experts or over Euro 150,000 altogether, the prior consent of the BORROWER shall be obtained for this or further measures. LAMBDANET CREDIT AGREEMENT page 18 of the agreement dated January 21, 2000 6. REMUNERATIONS The BANKS shall receive a one-time remuneration for - - structuring (a structuring fee/arranging fee) - - underwriting (an underwriting fee) and - - syndicating (the up-front fee). Beyond this, an annual remuneration shall accrue for handling LOANS and administrating collateral that shall be payable to the LIQUIDATING BANK or the COLLATERAL POOL LEADER. The amount of these remunerations shall be established in a separate remuneration letter. One-time remuneration shall be payable within 30 days after signing the agreement hereto. The annual remuneration shall also be payable within 30 days after signing the agreement hereto for the first year and afterwards in accordance with the remuneration letter. LAMBDANET CREDIT AGREEMENT page 19 of the agreement dated January 21, 2000 7. TERM The LOANS shall have a term to DECEMBER 31, 2006. LAMBDANET CREDIT AGREEMENT page 20 of the agreement dated January 21, 2000 8. REPAYMENT 8.1 OBLIGATORY AMORTISATION All of the amortisation specified in Number 8.1 shall be OBLIGATORY AMORTISATION. 8.1.1 TRANCHE B shall be amortised in 10 semi-annual rates, for the first time on JUNE 30, 2002. The amount of the semi-annual rates shall be ascertained by the repayment percentages of the outstanding amount of TRANCHE B as per December 31, 2001 specified in the following:
June 30, 2002 5.00% December 31, 2002 5.00% June 30, 2003 7.50% December 31, 2003 7.50% June 30, 2004 11.25% December 31, 2004 11.25% June 30, 2005 12.50% December 31, 2005 12.50% June 30, 2006 13.75% December 31, 2006 13.75%
8.1.2 Claims covered by guaranty under TRANCHE B and calculated pursuant to the specification of Number 4.2 of the agreement hereto shall be paid back on June 15, 2000 in addition to the amortisation mentioned above pursuant to Number 8.1.1. 8.1.3 TRANCHE A claimed shall be amortised no later than at the end of the term. 8.1.4 If the amount available under TRANCHE B is reduced in retrospect as a result of QUALIFIED PURCHASING AGREEMENTS not being applicable and if funds are drawn that exceed this reduced amount available, the amounts that exceed the available amount shall be paid back within 30 days after the QUALIFIED PURCHASING AGREEMENTS not being applicable unless the amount available is raised within the period of time mentioned above by submitting new QUALIFIED PURCHASING AGREEMENTS to at least the amount that also covers the amount exceeded. 8.2 If a day of repayment falls upon a day that is NOT a BANK WORKING DAY pursuant to Number 3.11 of the agreement hereto, the subsequent BANK WORKING DAY LAMBDANET CREDIT AGREEMENT page 21 of the agreement dated January 21, 2000 shall be the day of repayment unless this day falls upon the next calendar month. Then the day of repayment is the next previous BANK WORKING DAY. The term of the LOANS shall be extended or shortened correspondingly. 8.3 The BORROWER shall ensure with the selection of the PERIODS OF LOCKING INTEREST and the amount of the claim that the last day or its amount agrees with the date of payment due of the OBLIGATORY AMORTISATION. Otherwise, he shall be owe the BANKS compensation for prepayment. 8.4 Apart from the OBLIGATORY AMORTISATION pursuant to Number 8.1, voluntary special amortisation shall also be possible amounting to whole-number multiples of Euro 1 million on TRANCHE B towards the end of a PERIOD OF LOCKING INTEREST. The BORROWER shall notify the LIQUIDATING BANK of voluntary special amortisation ten BANK WORKING DAYS before amortisation in writing. They shall be set off against the outstanding OBLIGATORY AMORTISATION of TRANCHE B that was due last. 8.5 Apart from amortisation pursuant to Number 8.1, the following OBLIGATORY AMORTISATION (hereinafter referred to as "OBLIGATORY SPECIAL AMORTISATION") shall be paid on TRANCHE B: a) OBLIGATORY SPECIAL AMORTISATION amounting to 100% of the income from a purchase of an investment or asset after June 30, 2000 over an accumulated value of more than Euro 500,000 that is not reinvested in the project again within 3 months. b) OBLIGATORY SPECIAL AMORTISATION amounting to 50% of the EXCESS CASH FLOW. The EXCESS CASH FLOW shall be used as a basis on a quarterly basis for the first time on December 31, 2001 to ascertain whether OBLIGATORY SPECIAL AMORTISATION shall be paid from EXCESS CASH FLOW. The OBLIGATORY SPECIAL AMORTISATION shall no longer be applicable as soon as the reference number of the "consolidated SENIOR DEBT to the consolidated ANNUALISED EBITA" falls below 1.0 to 1.0 and remains under this value afterwards on three consecutive quarterly effective dates pursuant to Number 12.4.3. The OBLIGATORY SPECIAL AMORTISATION shall be paid at the end of the current PERIOD OF LOCKING INTEREST. They shall be set off against the outstanding OBLIGATORY AMORTISATION due last. All of the OBLIGATORY SPECIAL AMORTISATION has to be made in a minimum amount of Euro 200,000 and make up a whole-number multiple of Euro 100,000. To the extent that it falls below the minimum amount, the obligation for special amortisation shall no longer apply. LAMBDANET CREDIT AGREEMENT page 22 of the agreement dated January 21, 2000 9. DELAY IN PERFORMANCE Should the BORROWER come wholly or partly into arrears with his obligations to pay from the agreement hereto or the BANKS terminate pursuant to Number 14 of the agreement hereto because of delay in performance, the BANKS shall be entitled to assert an interest rate amounting to the interest rate settled under Number 4.1 plus 1.5% per annum for the period of time from the delay in performance until the amounts are received as damage caused by delayed performance. The claim to replacing further damage shall remain unaffected by this. The BORROWER shall be at liberty to prove that there is lesser damage. LAMBDANET CREDIT AGREEMENT page 23 of the agreement dated January 21, 2000 10. COLLATERAL The LOANS shall collateralised as follows: 10.1 ASSIGNMENT OF A CLAIM FOR SECURITY Assigning all present and future claims from - all insurance policies in connection with the project, especially from fire insurance, insurance against breakdown of machinery, liability and loss-of-profit insurance that has or is to be taken out (whereby these insurance policies shall be taken out with policies and well-known insurance companies that the BANKS approve). If necessary, the BANKS shall be entered as preferred recipients. - all essential PROJECT CONTRACTS including the appendix, addenda, supplemental, modifying, additional, succeeding or other agreements, especially the NORTEL DASA CONTRACT, the GASLINE CONTRACTS, the Fee and Undertaking Letter and the Assignment Agreement with NORTEL DASA. - all permits, approvals and concessions that are necessary for erecting and operating the PROJECT to the extent that they can be assigned. Otherwise, the authorisation for utilisation shall be assigned to the extent that this is legally permissible. - all purchase contracts concluded or still to be concluded with third parties including the appendix, addenda, supplemental, modifying, additional, succeeding or other agreements. - that Lambdanet is or will be entitled to based upon registered patents. LAMBDANET CREDIT AGREEMENT page 24 of the agreement dated January 21, 2000 10.2 TRANSFER OF PROPERTY BY WAY OF RECEIPT 10.2.1 Transfer of space by way of receipt of all plants and machines on the rented pieces of real estate of Bayernfonds Immobiliengesellschaft mbH & Co. KG, the building Hannover Forum in Pelikan Viertel KG, Innere Wiener Strasse 17, 81667 Munich, unencumbered from the rights of third parties with the exception of reservations of title and landlord's liens. 10.2.2 Transfer of space by way of receipt of all plants in the present locations free of the rights of third parties with the exception of reservations of title and landlord's liens. 10.3 ATTACHMENT 10.3.1 Attaching all present and future claims from the project accounts specified in Number 11. 10.3.2 Attaching all business interests of LAMBDANET while the shareholders waive rights of recourse towards the company in case of utilisation. 10.4 GUARANTY The maximum amount guaranty on a maximum of Euro 23,800,000 from NORTEL DASA payable upon first demand pursuant to Appendix 4. 10.5 FORMAL OBLIGATION OF THE SHAREHOLDERS IN FAVOUR OF THE BANKS Sponsors undertaking pursuant to Appendix 5 of the agreement hereto by FirstMark Communications International, Inc. and FirstMark Fiber Holdings LLC or FirstMark Communications Europe S.A. if the business shares are effectively transferred pursuant to the contract dated January 19, 2000 before the notary public Dr. Pilger. 10.6 SUBORDINATION DECLARATION - GASLINE giving up the position of priority with demands from the GASLINE LOAN AGREEMENT LAMBDANET CREDIT AGREEMENT page 25 of the agreement dated January 21, 2000 11. THE PROJECT ACCOUNT The BORROWER shall ensure that all payments to him are made to a project account to be set up at the LIQUIDATING BANK. The BORROWER shall only issue orders for payment in such a fashion that payment is made in the following order, whereby the LIQUIDATING BANK does not have to carry out orders that deviate from this: - current operating costs and taxes, - maintenance costs that ensure current operation, - interest on this loan, and - amortising this loan pursuant to Number 8. LAMBDANET CREDIT AGREEMENT page 26 of the agreement dated January 21, 2000 12. IMPOSED CONDITIONS 12.1 INFORMATION ON CORPORATE DEVELOPMENT The BORROWER has to submit the following documents to the LIQUIDATING BANK during the term of the LOANS: 12.1.1 The BORROWER shall submit his annual financial statement including the appendix and the annual report no later than 120 days after the end of each fiscal year. The BORROWER shall have the annual financial statement audited by a balance sheet auditor acceptable to the BANKS at the request of the BANKS and hand over the audit report to the LIQUIDATING BANK. The BORROWER shall issue the BANKS appropriate amount of all information upon request that the BANKS consider necessary for assessing the economic relations of the BORROWER. The BORROWER shall apply the principle for corporations in accordance with commercial law when preparing the statements. 12.1.2 The BORROWER shall submit statements beginning with the month of January 2000 ON A MONTHLY BASIS and from January 2001 ON A QUARTERLY BASIS IN WRITING including the BORROWER's profit and loss account, balance sheet and cash flow statement as well as information on his liquidity situation (the amount of the line claimed, cash on hand) including a comparison of the actual figures in relation to the plan figures of each BUSINESS PLAN and an explanation of the deviations. This information shall be submitted to the LIQUIDATING BANK no later than 15 working days and from January 2001 no later than one month after the end of the month. 12.1.3 The BORROWER shall submit the signed and updated BUSINESS PLAN for the BORROWER for the coming 5 fiscal years 30 days before beginning a new fiscal year, for the first time on December 1, 2000. 12.1.4 The BORROWER shall pass on the minutes of all general meetings of shareholders of the BORROWER and their resolutions to the LIQUIDATING BANK without delay. 12.1.5 The BORROWER shall submit a short report tailor-made to the needs of the BANKS on the course of sales & distribution, the purchase contracts concluded including the contracting party, the amount payable, the duration and other peculiarities, the network status, technical availability, operational readiness, the turnover achieved, the operating costs and all other reference numbers pursuant to Number 12.4 and all extraordinary business transactions of the corresponding period of time under report on a monthly basis until December of 2000 within 15 working days after the end of the month and on a quarterly basis from January of 2001 within one month after the end of the quarter. Beyond this, the LIQUIDATING BANK shall be notified of all extraordinary business transactions and significant technical malfunctions within one week. Correcting the malfunctions, the costs involved in correcting the malfunctions, the corresponding time required and other consequences that this has upon the operation of the PROJECT shall also be presented. The BANKS shall have the right to demand an appropriate adjustment of the report to their needs typical for a bank at any time. LAMBDANET CREDIT AGREEMENT page 27 of the agreement dated January 21, 2000 12.2 CORPORATE MEASURES REQUIRING INFORMATION The BORROWER shall instruct the LIQUIDATING BANK in writing on the measures listed in the following during the term of the LOANS and in this process it shall explain whether and how these measures affect and will affect the risk positions of the BANKS: 12.2.1 The intention to claim loans or re-borrowing loan liabilities beyond the existing credit line and credit lines, even of liabilities similar to loans, with the exception of credit rent to an amount of Euro 300,000 and the usual supplier loans. 12.2.2 The intention of EXTENDING A LOAN or assuming guaranties or guarantees or ASSUMING similar OBLIGATIONS to the extent that they exceed the amount of Euro 300,000 altogether. 12.2.3 The intention of MAKING AVAILABLE existing or future assets as COLLATERAL to other creditors. The reservations of title, landlord's liens and General Terms and Conditions rights of lien usual for the industry shall be excepted. 12.2.4 The BORROWER's intention of ACQUIRING COMPANIES and STARTING UP BUSINESSES, directly or through subsidiaries or second-tier subsidiaries or third parties or transformations, no matter what type if they exceed a purchase price or equity capital share of Euro 2,000,000. 12.2.5 The intention of making essentially new ASSETS and FINANCIAL INVESTMENTS that exceed a value of Euro 500,000 and that are not contained in the BUSINESS PLAN of November 12, 1999 pursuant to Appendix 2. 12.2.6 The intention of MAKING CHANGES IN THE GROUP OF SHAREHOLDERS of the BORROWER and its parent company. This shall also apply to changes in the interest ratios within the existing group of shareholders. This shall not apply to the planned consolidation of Sandler Capital at FirstMark International and changes based upon on the stock option plan for the employees of the BORROWER amounting to 15% of each nominal equity capital. 12.2.7 The intention of MAKING ESSENTIAL CHANGES AND/OR ESSENTIAL EXTENSIONS IN THE BUSINESS PURPOSE, especially building up a pan-European network. 12.2.8 All business transaction that have an essentially negative effect and can have an essentially negative effect on the assets, liquidity and earnings position. 12.2.9 The BORROWER shall additionally inform the LIQUIDATING BANK on extraordinary business developments currently and near time. 12.2.10 The intention of changes in the management. If the risk assessment of the BANKS for their claims from the agreement hereto increases as a result of these measures, the BANKS, notwithstanding further claims to subsequent collateralisation, shall have the right to demand from the BORROWER a strengthening of their collateral while setting a period of time of at least 20 BANK WORKING DAYS. LAMBDANET CREDIT AGREEMENT page 28 of the agreement dated January 21, 2000 12.3 OTHER CONDITIONS IMPOSED 12.3.1 The BORROWER shall do everything that is in its legal power to NOT TO EFFECT ANY PROFIT DISTRIBUTIONS or other payments to its shareholders or under subordinated loans already extended or still to be extended until June 30, 2003. Interest payments under the GASLINE LOAN AGREEMENT shall be excluded from this to the extent that the interest rate it is based upon does not exceed 9% per annum and there is no grounds for termination pursuant to Number 14. Afterwards, profit distributions or payments from the EXCESS CASH FLOW according to the corresponding OBLIGATORY AMORTISATION shall be possible if the reference number of the consolidated SENIOR DEBT to the consolidated ANNUALISED EBITA falls below 2.0:1 for at least 6 consecutive months and does not rise above this level again after the corresponding profit distributions or payments and there is no grounds for termination pursuant to Number 14. The signing shareholders of the BORROWER shall not pass any resolutions or the First Mark Fiber Holdings LLC or FirstMark Communications Europe S.A. in the case of the business shares being effectively transferred before the notary public Dr. Pilger pursuant to the contract dated January 19, 2000, and FirstMark Communications International, LLC shall not pass any resolutions that stand in the way of these obligations. Paying salaries shall be excluded from this. 12.3.2 The signing shareholders of the BORROWER oblige themselves or the First Mark Fiber Holdings LLC or FirstMark Communications Europe S.A. in the case of the business shares being effectively transferred before the notary public Dr. Pilger pursuant to the contract dated January 19, 2000, and FirstMark Communications International, LLC oblige themselves in a separate support letter not to effect ANY LOWERING OF CAPITAL when the lowering amount is distributed. 12.3.3 The BORROWER shall not deal in any FUTURES that are SPECULATIVE TRANSACTIONS. 12.3.4 The BORROWER shall only effect TRANSACTIONS WITHIN THE GROUP at essentially comparable conditions as with third parties that do not belong to the Group, especially acceptance contracts with First Mark Communications Deutschland GmbH. 12.3.5 The BORROWER shall maintain each of the FINANCIAL COVENANTS specified in Number 12.4 in accordance with the regulations made there. 12.3.6 The BORROWER shall OPERATE the PROJECT in accordance with RECOGNISED PRACTICE. 12.3.7 The BORROWER shall do everything in his legal power to maintain all of the permits and IMMATERIAL RIGHTS to the extent that they are necessary for building and operating the PROJECT. 12.3.8 The BORROWER has to keep all of his buildings, machines, other plants, stocks and similar things sufficiently insured against the usual risks during the term of the loans and TO PROVE THE INSURANCE COVERAGE to the LIQUIDATING BANK. 12.3.9 The BORROWER shall not effect any asset sales with an accumulated value of more than Euro 500,000 before June 30, 2000 without the consent of the BANKS. LAMBDANET CREDIT AGREEMENT page 29 of the agreement dated January 21, 2000 12.4 FINANCIAL COVENANTS The financial covenants refer to each BUSINESS PLAN and the BORROWER shall comply with them as follows:
12.4.1 Accumulated Minimum Turnover: ON: ACCUMULATED TURNOVER June 30, 2000 8,000 German Marks September 30, 2000 17,000 German Marks December 31, 2000 30,000 German Marks March 31, 2001 40,000 German Marks June 30, 2001 55,000 German Marks September 30, 2001 65,000 German Marks December 31, 2001 85,000 German Marks March 31, 2002 100,000 German Marks June 30, 2002 125,000 German Marks September 30, 2002 150,000 German Marks December 31, 2002 170,000 German Marks 12.4.2 Minimum Annualised EBITA: ON: MINIMUM ANNUALISED EBITA June 30, 2000 - 23,500,000 German Marks September 30, 2000 - 10,000,000 German Marks December 31, 2000 3,000,000 German Marks March 31, 2001 4,000,000 German Marks June 30, 2001 5,000,000 German Marks September 30, 2001 10,000,000 German Marks December 31, 2001 15,000,000 German Marks March 31, 2002 20,000,000 German Marks June 30, 2002 30,000,000 German Marks September 30, 2002 35,000,000 German Marks December 31, 2002 42,000,000 German Marks March 31, 2003 43,000,000 German Marks June 30, 2003 45,000,000 German Marks September 30, 2003 48,000,000 German Marks December 31, 2003 51,000,000 German Marks March 31, 2004 55,000,000 German Marks June 30, 2004 65,000,000 German Marks September 30, 2004 70,000,000 German Marks December 31, 2004 76,000,000 German Marks March 31, 2005 80,000,000 German Marks June 30, 2005 85,000,000 German Marks September 30, 2005 88,000,000 German Marks December 31, 2005 93,000,000 German Marks March 31, 2006 95,000,000 German Marks June 30, 2006 100,000,000 German Marks September 30, 2006 100,000,000 German Marks
LAMBDANET CREDIT AGREEMENT page 30 of the agreement dated January 21, 2000 12.4.3 The maximum ratio of the "SENIOR DEBT to the consolidated ANNUALISED EBITA"
AFTER: MINIMUM ANNUALISED EBITA ----- ------------------------ June 30, 2001 11.00 September 30, 2001 7.00 December 31, 2001 5.00 March 31, 2002 4.00 June 30, 2002 2.25 September 30, 2002 2.25 December 31, 2002 2.00 March 31, 2003 2.00 June 30, 2003 2.00 September 30, 2003 2.00 December 31, 2003 and afterwards 1.50 12.4.4 The minimum DEBT SERVICING COVERING RATIO: FROM: minimum DEBT SERVICING COVERING RATIO March 31, 2002 to March 30, 2004 1.1 March 31, 2004 to the end of the loan term 1.5
LAMBDANET CREDIT AGREEMENT page 31 of the agreement dated January 21, 2000 13. THE PREREQUISITES FOR PAYING OUT The prerequisite for paying out the borrowed funds shall be that the following documents are submitted or certified. They have to satisfy the requirements of the content and form of this credit agreement. 13.1 Submitting a certified copy of the current articles of partnership and excerpts from the commercial register of the BORROWER in the version valid when the contract is concluded. 13.2 Submitting the PROJECT CONTRACTS 13.3 Proof of the inflow of equity capital amounting to Euro 32,200,000 and, to the extent that residual funds are available, payment to the account mentioned in Number 11 13.4 Submitting the BUSINESS PLAN accepted by the BANKS that was prepared based upon the overall economic data of the project contracts specified under Number 13.2. It shall be submitted on electronic data carriers whose present version of the content is a component of the agreement hereto in a printed version as Appendix 2. Each updated version shall be prepared pursuant to Number 12.1.3 and shall then be a component of the agreement hereto in exchange with Appendix 2. The economic content of the BUSINESS PLAN dated November 12, 1999 has to continue to be valid at the point in time of payment. 13.5 Submitting a satisfactory final report of the independent consultant of the banks, DDV Telecommunications & Media Consultants. 13.6 Concluding this credit agreement in a legally effective manner 13.7 Ordering the collateral agreed upon in Number 10 in a legally effective manner using the forms and patterns prescribed by the COLLATERAL POOL LEADER. 13.8 Complying with the financing covenants specified in Number 12.4 that also have to be complied with after each payment. 13.9 Submitting the class 3 telecommunications license and all other permits required for building up and operating the PROJECT 13.10 A confirmation of the BORROWER on his Year-2000 compliance. 13.11 Submitting the loan collateralisation guaranty of the GUARANTOR. 13.12 Submitting an updated form of all of the insurance policies relevant at the point in time of payment. 13.13 Payments for supplies and services that the BORROWER has received under the NORTEL DASA CONTRACT shall only be possible after FIELD ACCEPTANCE upon submitting the field acceptance certificate. LAMBDANET CREDIT AGREEMENT page 32 of the agreement dated January 21, 2000 13.14 Submitting a legal opinion satisfying the form and content requirements of the banks on the formal obligations of FirstMark Communications International and the formal obligations of and declarations on pledging the business shares of LAMBDANET of FirstMarkFiber Holdings LLC or FirstMark Communications Europe S.A. in the case of the business shares being effectively transferred before the notary public Dr. Pilger pursuant to the contract dated January 19, 2000. 13.15 A confirmation from NORTEL DASA that the property of the equipment delivered under the NORTEL DASA CONTRACT passes over to the borrower if 50% of the purchase price is paid. LAMBDANET CREDIT AGREEMENT page 33 of the agreement dated January 21, 2000 14. POSSIBILITIES FOR TERMINATION / WITHDRAWAL 14.1 The BANKS shall be entitled - to terminate the LOANS extended pursuant to the AGREEMENT hereto wholly or partially for an important reason and to require that they be due for immediate payment and/or - to withdraw from the agreement hereto and/or - to deny payment of loans or parts of loans not yet extended if especially one of the following events occurs. 14.1.1 The BORROWER has made incorrect or incomplete statements in the preamble or elsewhere that were of significant importance for the decision of the BANK to extend credit. 14.1.2 The LOANS were not used pursuant to the purpose regulated in Number 2. 14.1.3 The prerequisites for pay-out pursuant to Number 13 were not complied with within 6 months after signing the agreement hereto or become subsequently ineffective. 14.1.4 The BORROWER does not comply with his obligation to order collateral pursuant to Number 10 or to strengthen collateral pursuant to Number 12.2 of the agreement hereto within the appropriate period of time set by the LIQUIDATING BANK. The LIQUIDATING BANK shall refer to the legal consequences of termination if the period expires unsuccessfully. 14.1.5 The BORROWER does not comply with his obligation to reveal his economic relations pursuant to Number 12.1 or only insufficiently. 14.1.6 The BORROWER comes into arrears with interest or amortisation payments or other obligations to pay or seriously and finally refuses said payments. 14.1.7 The BORROWER or third parties do not comply with other obligations of the AGREEMENT hereto or from other obligations assumed in connection with the agreement hereto, especially pursuant to Numbers 12.2, 12.3 and 12.4 within the appropriate period of time set by the LIQUIDATING BANK and this leads to endangering the liabilities towards the BANKS. The LIQUIDATING BANK shall refer to the legal consequences of termination if the period expires unsuccessfully. 14.1.8 Achieving the purpose pursuant to Number 2 is excluded or endangered. This is especially to be assumed if the PROJECT is not started by April 1, 2000, the network management center is destroyed, essential PROJECT CONTRACTS do not (no longer) exist or existing PROJECT CONTRACTS are not complied with, the permits and other intangible rights necessary for building and operating the PROJECT do not (no longer) exist or the PROJECT is not (no longer) carried out in the planned fashion. 14.1.9 The implementation of the collateral pursuant to Number 10 is excluded or endangered. This is especially to be assumed if the collateral experiences a not LAMBDANET CREDIT AGREEMENT page 34 of the agreement dated January 21, 2000 insignificant devaluation after being ordered that is outside of the usual loss in value by use. 14.1.10 A significant worsening of the BORROWER's financial situation occurs or threatens to occur and leads to an endangering of the claims and rights of the BANKS. 14.1.11 Compulsory execution is initiated on the assets of the BORROWER and/or the GUARANTOR and not cancelled again within 4 weeks and the BORROWER and and/or the GUARANTOR have not shown the lack of justification and permissibility of the compulsory execution in a fashion that is satisfactory to the BANKS. 14.1.12 The BORROWER has stopped his payments or court insolvency proceedings on his assets were petitioned for and not cancelled again within 4 weeks or said proceedings were opened. 14.1.13 Essential Project AGREEMENTS are terminated or suspended, especially the NORTEL DASA AGREEMENT. 14.1.14 The BORROWER does not comply with his obligations to pay amounting to Euro 100,000 towards other creditors when it is due or demands of other creditors for this amount become due before the point in time provided. 14.1.15 The amount available under TRANCHE B is reduced in retrospect as a result of QUALIFIED PURCHASING AGREEMENTS becoming non-applicable and funds were drawn that exceed this reduced amount available to the extent that the funds drawn exceeding the amount available are not paid back within 30 days after it becoming non-applicable or the amount available is raised at least to the amount that covers the amount exceeded by submitting new QUALIFIED PURCHASING AGREEMENTS. This would not correspond to the purpose of TRANCHE A. 14.2 The LIQUIDATING BANK shall warn the BORROWER of termination or withdrawal pursuant to the above Numbers 14.1.3., 14.1.5, 14.1.6 and 14.1.14 with a period of time of 10 BANK WORKING DAYS in writing. LAMBDANET CREDIT AGREEMENT page 35 of the agreement dated January 21, 2000 15. SUBPARTICIPATION/TRANSFER (SYNDICATION) With business loans to entrepreneurs, the BANKS may concede subparticipation to members of the European System of Central Banks, banks, financial service companies, financial companies, insurance companies, institutional investors, funds, pension funds, company pension systems and comparable institutions while observing the usual banking customs and effect transfers with reference to the rights and obligations of this CREDIT AGREEMENT, especially assigning, pledging or transferring loan demands together with the collateral belonging to them, either wholly or in partial amounts, to the group of persons mentioned above. The BANKS may effect said measures especially for diversifying risk, optimising equity capital and re-financing. The BORROWER shall exempt the BANKS from its obligation to maintain secrecy to the extent that it is necessary for carrying out the measures described above. The group of persons mentioned above assuming the agreement hereto shall require the consent of the BORROWER and also the consent of the GUARANTOR if the persons mentioned above have a rating poorer than investment grade. Consent may not be refused without an important reason. LAMBDANET CREDIT AGREEMENT page 36 of the agreement dated January 21, 2000 16. FINAL PROVISIONS 16.1 CHOICE OF LAW/VENUE The law of the Federal Republic of Germany shall apply. The venue and place of performance shall be Frankfurt am Main. 16.2 WRITTEN FORM Oral subsidiary agreements were not made. Modifications to the agreement hereto shall require the written form. This shall also apply to suspending the agreement on the written form. 16.3 SAVING CLAUSE Should one or several of the provisions of the CONTRACT hereto be wholly or partially invalid or prove to be unenforceable, the validity of the rest of the agreement hereto shall otherwise not be affected by this. The parties shall replace the wholly or partially invalid or unenforceable provisions with a valid provision that corresponds to the economic purpose desired and that comes as close as possible to the content of the provision to be replaced. This shall apply accordingly if it comes to light that the CONTRACT hereto has gaps in the regulations. 16.4 SECTION 8 OF GELDWASCHEGESETZ (GERMAN MONEY LAUNDERING LAW) The BORROWER assures the BANKS that extend the loan to the BORROWER who acts on own account that he is taking out the loan exclusively for his own account and that he is therefore the sole economically authorised party in the intendment of Section 8 of Geldwaschegesetz (German Money Laundering Law). 16.5 NOTIFICATION All declarations of will and notifications in connection with the agreement hereto shall be made in writing by letter or fax and shall be sent to the addresses specified in the following: FOR THE BORROWER: LambdaNet Communications GmbH Gunther-Wagner-Allee 10 30177 Hannover fax: (0511) 879-77339 FOR THE LIQUIDATING BANK: Dresdner Bank AG, Ulm Branch Office Neue Strasse 80 89073 Ulm LAMBDANET CREDIT AGREEMENT page 37 of the agreement dated January 21, 2000 Mr. Matthias Faulhaber telephone: (0731) 151-3170 fax: (0731) 151-3170 or 114 E-mail: matthias.faulhaber@dresdner-bank.com Ms. Antje Engel telephone: (0731) 151-3272 fax: (0731) 151-3170 or 114 E-mail: antje.engel@dresdner-bank.com with a copy to The Headquarters of the Dresdner Bank AG Manzer Landtrasse 46, 9th floor 60301 Frankfurt Mr. Alexander Kahland telephone: (069) 263-10214 fax: (069) 253-11061 E-mail: alexander.kahland@dresdner-bank.com 16.6 CHANGES FOR SYNDICATION Should one or several provisions of the agreement hereto prove to be an impediment for the bank to syndicate the loan pursuant to Number 14 as a result of the way they are formulated, the parties shall jointly put in their best efforts in mutual agreement to replace these formulations with formulations that are acceptable to the syndication partners that come as close as possible to the original formulations. 16.7 PUBLICATIONS Publications on this transaction shall only be made in mutual agreement. LAMBDANET CREDIT AGREEMENT page 38 of the agreement dated January 21, 2000 SIGNATURES Munich, January 21, 2000 /s/ -------------------------------------------- LambdaNet Communications GmbH Munich, January 21, 2000 /s/ -------------------------------------------- Dresdner Bank AG Munich, January 21, 2000 /s/ -------------------------------------------- Bayerische Hypo- und Vereinsbank AG Munich, January 21, 2000 /s/ -------------------------------------------- Kreditanstalt fur Wiederaufbau The shareholders of LambdaNet listed in the following declare that they are in agreement with assuming the obligations resulting from Numbers 12.3.1 and 12.3.2 (JANUARY 21, 2000) /s/ Dr. Dieter Finke - --------------------------- ----------------------------------------- city, date Dr. Dieter Finke (JANUARY 21, 2000) /s/ Dr. Bernd Jager - --------------------------- ----------------------------------------- city, date Dr. Bernd Jager (JANUARY 21, 2000) /s/ Dr. Stefan Sattler - --------------------------- ----------------------------------------- city, date Dr. Stefan Sattler (*) as representatives without power of representation excluding liability pursuant to Section 199 of Burgerliches Gesetzbuch (the German Civil Code) for the civil-law association: (JANUARY 21, 2000) /s/ - --------------------------- ------------------------------------------- city, date LAMBDANET CREDIT AGREEMENT page 39 of the agreement dated January 21, 2000 The third party providing security listed in the following, NORTEL DASA, declares that it is in agreement with assuming the obligations resulting from Number 10.4. Munich, January 21, 2000 /s/ ------------------------------------------- Nortel Dasa Network Systems GmbH & Co. KG The legitimisation of the BORROWER, the shareholders signing and the GUARANTOR were examined pursuant to 154 of Amtsordnung (the German Official Rules) (there is a copy of the identity card or passport of the acting organisational members). (*) as representatives without power of representation excluding liability pursuant to Section 199 of Burgerliches Gesetzbuch (the German Civil Code) negotiated at [...] on xx xx, xxxx before the notary public signing [...] in [...] The following persons appeared before me today: 1. Mr. ________ , not negotiating here in his own name, rather in the name of FirstMark Communications EUROPE S.A., - hereinafter referred to as the "PARTY FURNISHING COLLATERAL" OR "FIRSTMARK" - 2. Dr. Dieter Finke, born on January 28, 1954, residing in Neuer Kamp 20, 29336 Nienhagen 3. Mr. Bjorn Claassen, born on April 15, 1962, residing in Engenser Strasse 14, 30938 Burgwedel 4. Mr. Jochen Krauss, born on October 13, 1962, residing in Wilhem-Busch-Strasse 6, 38302 Wolfenbuttel 5. Mr. Jorg Gimmler, born on December 24, 1964, residing in Lohfelde 3 - 5, 30989 Lemmie 6. Dr. Michael Klein, born on April 9, 1951, residing in Schwabenweiher 14, 91207 Lauf an der Pegnitz 7. Mr. Andreas Niehaus, born on July 25, 1965, residing in Schlossstrasse 53, 40477 Dusseldorf 8. Mr. Jan Verner, born on October 21, 1951, residing in Camberger Strasse 30, 65597 Hunfelden 9. Ms. Katharina Siebert, maiden name Morbach, born on June 9, 1961, residing in Heinrich-Jasper-Weg 20 A, 30457 Hannover 10. Mr. Bernhard Wicht, born on October 30, 1952, residing in Welzheimer Strasse 29, 70736 Fellbach 11. Mr. Peter Schlichter, born on January 30, 1966, residing in Friedensstrasse 17, 41539 Dortmagen 12. Mr. Frank Autenrieth, born on January 6, 1965, residing in Brahmsstrasse 7, 31134 Hildesheim CONTRACT OF PLEDGE FOR LIMITED-LIABILITY COMPANY SHARES page 2 of the agreement dated January 21, 2000 13. Mr. Craig Shealy, born on May 13, 1975, residing in _______________ as partners in a civil-law association - - Numbers 2 to 11 hereinafter referred to jointly as "PARTIES FURNISHING COLLATERAL" or "CIVIL-LAW ASSOCIATION" Number 1 and Number 2 to 11 hereinafter referred to jointly as "PARTIES FURNISHING COLLATERAL" 14. [ _____________ ], not negotiating here in his or her own name, rather in the name of Bayerische Hypo-und Vereinsbank Aktiengesellschaft, Munich - hereinafter referred to as "HVB" - 15. [ _____________ ], not negotiating here in his or her own name, rather in the name of Dresdner Bank AG, under the proviso of their approval that is supposed to be legally valid when it is received by the officiating notary public. - hereinafter referred to as "DREBA" - 16. [ _____________ ], not negotiating here in his or her own name, rather in the name of Kreditanstalt fur Wiederaufbau, under the proviso of their approval that is supposed to be legally valid when it is received by the officiating notary public. - hereinafter referred to as "KFW" - Hereinafter, HVB, DreBa and KfW shall be referred to individually and/or jointly as the "BANKS" or "LIEN CREDITORS" [ _____________ ] declare the following with the request that the following CONTRACT OF PLEDGE be recorded: CONTRACT OF PLEDGE FOR LIMITED-LIABILITY COMPANY SHARES page 3 of the agreement dated January 21, 2000 PREAMBLE The PARTIES FURNISHING COLLATERAL hold 87.5% of the business shares of LambdaNet Communications GmbH that carried on business before October 1, 1999 under the firm of CCG Carriers Carrier Gesellschaft mbH in its set-up phase, entered in the Commercial Register of the Hannover Local Court in department B under number HRB 57818 (hereinafter referred to as "LAMBDANET") pursuant to the shareholder agreement dated April 21, 1999, document number 208 of notary public Gunter Waje in the district of the Celle Higher Regional Court with his office in Hannover, Berliner Alle 13. Its capital stock consists of total business shares of a nominal 200,000 Euros (in words: two-hundred thousand Euros), that is held as follows: a) FIRSTMARK holds a share of 160,000 Euros (in words: one-hundred sixty thousand Euros). FirstMark holds a share of this amounting to 10,000 Euros in trust for the CIVIL-LAW ASSOCIATION. b) The CIVIL-LAW ASSOCIATION holds a share of 15,000 Euros (in words: fifteen thousand Euros). c) DR. DIETER FINKE holds a share of 11,700 Euros (in words: eleven thousand seven hundred Euros). d) DR. JAGER holds a share of 6,650 Euros (in words: six thousand six hundred fifty Euros). e) DR. SATTLER holds a share of 6,650 Euros (in words: six thousand six hundred fifty Euros). The business shares have been completely paid in and there is not any liability to make further contributions. The PARTIES FURNISHING COLLATERAL are entitled to the right to draw a share of profits going to the business shares together with these business shares that FirstMark also only holds in trust with reference to the shares only held in trust. The BANKS shall provide LAMBDANET (hereinafter also referred to as "BORROWER") based upon a Basic Project Credit Agreement still to be concluded (hereinafter referred to as CREDIT AGREEMENT") with a loan facility amounting to Euro 56,000,000. CONTRACT OF PLEDGE FOR LIMITED-LIABILITY COMPANY SHARES page 4 of the agreement dated January 21, 2000 1. DECLARATION OF PLEDGE AND ORDERING A LIEN The PARTIES FURNISHING COLLATERAL pledge the BANKS their entire business shares specified above with equal ranking, also to the extent that they are held in trust for third parties, and all future business shares of LambdaNet Communications GmbH. The entire present and future claims of the PARTIES FURNISHING COLLATERAL resulting from the shares with equal ranking are also pledged to the BANKS, especially the claims to have the profit shares and credit balance paid in case of partition if they leave the company or if it is dissolved. The other membership rights linked to the interest holdings, especially voting rights, shall remain with the PARTIES FURNISHING COLLATERAL. The PARTIES FURNISHING COLLATERAL shall not effect any legal transactions or actions through which the right of lien of the BANKS would be thwarted or impaired, especially not any legal transactions or actions that aim at lowering the value of the business shares pledged as the pledged property. 2. THE PURPOSE OF THE COLLATERAL Pledging the business shares pursuant to Number 1 serves the purpose of securing all existing, future or conditional claims that the BANKS are entitled to with all domestic and foreign business offices and domestic and foreign subsidiaries from extending the loan pursuant to the CREDIT AGREEMENT still to be concluded including any addenda/supplements against LambdaNet. 3. POWER OF DISPOSAL AND FREEDOM FROM ENCUMBRANCE Each PARTY FURNISHING COLLATERAL assures that he or she is the unrestricted owner of his or her business share and especially that this pledged business share has not already been transferred to third parties or is encumbered with the rights of third parties. Furthermore, FIRSTMARK assures that it is entitled to pledge the share that it holds in trust and to conclude this agreement and that it is in a position to comply with the obligations assumed in this agreement based upon the informal trusteeship agreement. Furthermore, each PARTY FURNISHING COLLATERAL assures that the business share pledged by him or her has been completely paid in. Each PARTY FURNISHING COLLATERAL shall NEITHER SELL THE WHOLE NOR PARTIAL pledged business SHARE WITHOUT THE PRIOR WRITTEN CONSENT OF THE Banks nor dispose of it otherwise. An exception to this shall be transfers to FirstMark Fiber Holdings, LLC or their legal successors to the extent that the rights of the Banks from this lien are not affected disadvantageously by that. Should the rights and claims be pledged or impaired in any other fashion, the PARTIES FURNISHING COLLATERAL shall inform the BANKS of this without delay and inform the pledge creditor(s) of the security rights of the Banks in writing without delay. Each of the PARTIES FURNISHING COLLATERAL shall remain entitled as pledge creditors to receive profit distributions, other payments and the liquidation proceeds if the company is dissolved until the BANKS revoke this right. The BANKS may revoke this right at any time. CONTRACT OF PLEDGE FOR LIMITED-LIABILITY COMPANY SHARES page 5 of the agreement dated January 21, 2000 4. WAIVING CLAIMS FOR ADJUSTMENT TOWARDS THE COMPANY To the extent that the PARTIES FURNISHING COLLATERAL are entitled to claims towards LambdaNet based upon this lien, they shall herewith waive asserting them. 5. WAIVING PLEA The PARTIES FURNISHING COLLATERAL waive the pleas of the contestability of the Credit Agreement and the possibility of setting off demands from the CREDIT AGREEMENT (Sections 770 and 1211 of Burgerliches Gesetzbuch the German Civil Code). 6. UTILISATION The PLEDGE CREDITORS are entitled to utilise the pledged business shares of LAMBDANET if LAMBDANET is in arrears with payments due on the demands collateralsed with the agreement hereto in spite of an appropriate subsequent period being set. The BANKS shall threaten the PARTIES FURNISHING COLLATERAL with utilisation in writing setting a period ahead of time. This threat may be linked to a request for payment. The period shall be one month. It shall not be necessary to threaten or set a period if LAMBDANET has stopped payment or if opening court insolvency proceedings on its assets have been petitioned for. If the prerequisites under which the BANKS are entitled to utilise the pledged property are complied with, they may publicly auction off the business shares pledged to them to the highest bidder in accordance with their dutiful discretion without an enforceable judgement. This auction may be carried out at any place in the Federal Republic of Germany. They may be sold by way of public auctioning that the BANKS shall threaten with a period of four weeks for cash payment or on credit. Furthermore, the BANKS shall be entitled to solely collect the claims also pledged. They shall not be obliged to keep to the pledged property. The BANKS shall take the justified concerns of the PARTIES FURNISHING COLLATERAL into consideration in this process. The PARTIES FURNISHING COLLATERAL agree to the business shares being transferred to third parties in the case of utilisation when they sign this contract of pledge. 7. ACCEPTING THE CONTRACT The BANKS herewith accept the offer to pledge the above mentioned business shares. 8. APPROVAL OF THE COMPANY/SHAREHOLDERS; NOTICE/CONSENT OF THE TRUSTOR To the extent that pledging the business shares requires the approval of the general meeting of shareholders and/or the shareholders pursuant to the articles of partnership, the PARTIES FURNISHING COLLATERAL oblige themselves to bring about this approval and to submit it to the BANKS in written form through the recording notary public. The PARTIES FURNISHING COLLATERAL herewith commission the notary public to give notice of the lien to the company. CONTRACT OF PLEDGE FOR LIMITED-LIABILITY COMPANY SHARES page 6 of the agreement dated January 21, 2000 The CIVIL-LAW ASSOCIATION as trustor agrees to the lien of the partnership shares held by FIRSTMARK in trust for it amounting to Euro 10,000. FIRSTMARK herewith commissions the notary public to give notice of the lien to the company. 9. OBLIGATIONS TO PROVIDE INFORMATION The PARTIES FURNISHING COLLATERAL shall provide the BANKS with all information, proofs and documents upon request that are necessary for checking, evaluating and asserting the demands linked to the pledged business shares. The PARTIES FURNISHING COLLATERAL shall allow the BANKS to inspect their documents with reference to this for checking and asserting the pledged rights and claims. 10. WHOLLY OR PARTIALLY ASSIGNING THE DEMANDS COLLATERALISED BY THE RIGHT OF LIEN The BANKS wholly or partially assigning the demands collateralised by means of the right of lien shall not lead to the loss of the original right of lien or to one or several new rights of lien coming about, rather it shall leave the right of lien unaffected. 11. THE BANKS' OBLIGATION TO RELEASE After satisfying their claims collateralised by this lien, the BANKS shall issue the PARTIES FURNISHING COLLATERAL a confirmation that the lien has been disposed of upon their request. The BANKS are obliged to release the collateral (such as property whose ownership has been assigned, assigned demands) wholly or partially to the PARTIES FURNISHING COLLATERAL upon the request of the PARTIES FURNISHING COLLATERAL at their choice even before the claims collateralised by this lien have been completely satisfied to the extent that that the recoverable value of all collateral exceeds 110% of the BANKS' collateralised claims not just for a temporary period of time. The recoverable value of the business shares shall correspond to its fair market value, i.e. the amount that could be reached as a price in usual business transactions through selling in accordance with the consistency of the shares. To the extent that shares of the company were disposed of in each of the past years, the fair market value of the shares collateralised shall correspond to the proceeds of the shares sold to the extent that the nominal value agrees here. Otherwise, the proceeds shall be raised or lowered at the ratio of the nominal amounts. Each PARTY FURNISHING COLLATERAL shall be reserved the right to prove a higher value. 12. ADDITIONAL AGREEMENTS Additional agreements to the agreement hereto shall require the written form to the extent that the law does not prescribe the notarial form. The same shall apply to suspending the agreement on the written form. 13. COSTS The PARTIES FURNISHING COLLATERAL shall bear the costs including taxes and outlays that arise from ordering and utilising the right of lien and the business shares affected by that or other rights as joint and several debtors. CONTRACT OF PLEDGE FOR LIMITED-LIABILITY COMPANY SHARES page 7 of the agreement dated January 21, 2000 14. PLACE OF PERFORMANCE AND VENUE The place of performance and venue for all of the obligations arising out of the agreement hereto shall be Frankfurt am Main. The law of the Federal Republic of Germany shall apply. 15. SAVING CLAUSE Should one or several of the provisions of the agreement hereto be not legally valid or unenforceable, the validity of the rest of the content of the agreement hereto shall not be affected by this. The parties shall replace the wholly or partially invalid or unenforceable provisions with a valid provision that corresponds to the economically desired purpose and that comes as close as possible to the content of the provision to be replaced. This shall apply accordingly if it subsequently comes to light that the agreement hereto has gaps in the regulations. 16. GENERAL TERMS AND CONDITIONS The General Terms and Conditions of HVB shall apply supplementally. They are already known to the PARTY FURNISHING COLLATERAL and they may otherwise be inspected at any business office of HVB. HVB can also send this to him/her upon request. 17. COPIES 15 copies shall be made of the agreement hereto. Each contractual party and LAMBDANET shall receive one copy. The above record was read to the persons who appeared before the notary public, approved by the persons who appeared and signed as follows by their own hand. [...], (date) [...] /s/ --------------------------------------------- FIRSTMARK COMMUNICATIONS EUROPE S.A. [...], (date) [...] /s/ Dr. Dieter Finke --------------------------------------------- Dr. Dieter Finke [...], (date) [...] /s/ Dr. Dieter Finke --------------------------------------------- Dr. Dieter Finke [...], (date) [...] /s/ Bjorn Claasen --------------------------------------------- Mr. Bjorn Claasen CONTRACT OF PLEDGE FOR LIMITED-LIABILITY COMPANY SHARES page 8 of the agreement dated January 21, 2000 [...], (date) [...] /s/ Jochen Krauss --------------------------------------------- Mr. Jochen Krauss [...], (date) [...] /s/ Dr. Jorg Gimmler --------------------------------------------- Dr. Jorg Gimmler [...], (date) [...] /s/ Dr. Michael Klein --------------------------------------------- Dr. Michael Klein [...], (date) [...] /s/ Andreas Niehaus --------------------------------------------- Mr. Andreas Niehaus [...], (date) [...] /s/ Jan Verner --------------------------------------------- Mr. Jan Verner [...], (date) [...] /s/ Katharina Siebert --------------------------------------------- Ms. Katharina Siebert [...], (date) [...] /s/ Bernhard Wicht --------------------------------------------- Mr. Bernhard Wicht [...], (date) [...] /s/ Peter Schlichter --------------------------------------------- Mr. Peter Schlichter CONTRACT OF PLEDGE FOR LIMITED-LIABILITY COMPANY SHARES page 9 of the agreement dated January 21, 2000 [...], (date) [...] /s/ --------------------------------------------- Bayerische Hypo- und Vereinsbank AG [...], (date) [...] /s/ --------------------------------------------- Dresdner Bank AG [...], (date) [...] /s/ --------------------------------------------- Kreditanstalt fur Wiederaufbau Pursuant to the specification of Article 1 of the protocol of the Brussel EWG Treaty on the responsibility for and the execution of rulings in civil cases and commercial causes, FirstMark Communications EUROPE S.A. expressly accepts the venue clause contained in Article 14 of this treaty. [...], (date) [...] --------------------------------------------- FirstMark Communications EUROPE S.A. CONTRACT OF PLEDGE FOR LIMITED-LIABILITY COMPANY SHARES page 10 of the agreement dated January 21, 2000 THE COMPANY IS HEREWITH GIVEN NOTICE OF THE LIEN THAT TAKES NOTICE OF THE AGREEMENT HERETO WITH CONSENT. [...], (date) [...] /s/ --------------------------------------------- LambdaNet Communications GmbH, represented by its managing director, Dr. Dieter Finke negotiated at [...] on xx xx, xxxx before the notary public signing [...] in [...] The following persons appeared before me today: 1. Dr. Dieter Finke, engineer, born on January 28, 1954, residing in Neuer Kamp 20, 29336 Nienhagen 2. Dr. Bernd Jager, master's degree in economics, born on June 10, 1963, residing in Wilhelm-Levindon-Strasse 18, 53115 Bonn 3. Dr. Stefan Sattler, master's degree in physics, born on June 20, 1965, residing in Heideweg 41, 53332 Bornheim - - hereinafter referred to individually as the "PARTY FURNISHING COLLATERAL" or all jointly as "THE PARTIES FURNISHING COLLATERAL" 4. [ _____________ ], not negotiating here in his own name, rather in the name of Bayerische Hypo- und Vereinsbank Aktiengesellschaft, Munich - hereinafter referred to as "HVB" - 5. [ _____________ ], not negotiating here in his own name, rather in the name of Dresdner Bank AG, under the proviso of its approval that is supposed to be legally valid when it is received by the officiating notary public. - hereinafter referred to as "DREBA" - 6. [ _____________ ], not negotiating here in his own name, rather in the name of Kreditanstalt fur Wiederaufbau, under the proviso of its approval that is supposed to be legally valid when it is received by the officiating notary public. - hereinafter referred to as "KFW" - Hereinafter, HVB, DreBa and KfW shall be referred to individually and/or jointly as the "BANKS" or "LIEN CREDITORS" [ _____________ ] declared the following with the request that the following CONTRACT OF PLEDGE be recorded: LAMBDANET CREDIT AGREEMENT page 2 of the agreement dated xx xx, xxxx PREAMBLE The PARTIES FURNISHING COLLATERAL hold 12.5% of the business shares of LambdaNet Communications GmbH that carried on business before October 1, 1999 under the firm of CCG Carriers Carrier Gesellschaft mbH in its set-up phase, entered in the Commercial Register of the Hannover Local Court in department B under number HRB 57818 (hereinafter referred to as "LAMBDANET") pursuant to the shareholder agreement dated April 21, 1999, document number 208 of notary public Gunter Waje in the district of the Celle Higher Regional Court with his office in Hannover, Berliner Alle 13. Its capital stock consists of total business shares of a nominal 200,000 Euros (in words: two-hundred thousand Euros), that is held as follows: a) Dr. Finke holds a share of 11,700 Euros (in words: eleven thousand seven hundred Euros). b) Dr. Jager holds a share of 6,650 Euros (in words: six thousand six hundred fifty Euros). c) Dr. Sattler holds a share of 6,650 Euros (in words: six thousand six hundred fifty Euros). d) FirstMark Communications EUROPE S.A. (FirstMark) holds a share of 160,000 Euros (in words: one-hundred sixty thousand Euros). FirstMark holds a share of this amounting to 10,000 Euros in trust for the civil-law association mentioned under e). e) A civil-law association consisting of shareholders of Lambdanet holds a share of 15,000 Euros (in words: fifteen thousand Euros). The business shares have been completely paid in and there is not any liability to make further contributions. The PARTIES FURNISHING COLLATERAL are entitled to the right to draw a share of profits going to the business shares together with the business shares. The BANKS shall provide LAMBDANET (hereinafter also referred to as the "BORROWER") based upon a Basic Project Credit Agreement still to be concluded (hereinafter referred to as CREDIT AGREEMENT") with a loan facility amounting to Euro 56,000,000. LAMBDANET CREDIT AGREEMENT page 3 of the agreement dated xx xx, xxxx 1. DECLARATION OF PLEDGE AND ORDERING A LIEN The PARTIES FURNISHING COLLATERAL pledge the BANKS their entire business shares specified above with equal ranking and all future business shares of LambdaNet Communications GmbH. The entire present and future claims of the PARTIES FURNISHING COLLATERAL resulting from the shares with equal ranking are also pledged to the BANKS, especially the claims to have the profit shares and credit balance paid in case of partition if they leave the company or if it is dissolved. The other membership rights linked to the interest holdings, especially voting rights, shall remain with the PARTIES FURNISHING COLLATERAL. The PARTIES FURNISHING COLLATERAL shall not effect any legal transactions or actions through which the right of lien of the BANKS would be thwarted or impaired, especially not any legal transactions or actions that aim at lowering the value of the business shares pledged as the pledged property. 2. THE PURPOSE OF THE COLLATERAL Pledging the business shares pursuant to Number 1 serves the purpose of securing all existing, future or conditional claims that the BANKS are entitled to with all domestic and foreign business offices and domestic and foreign subsidiaries from extending the loan pursuant to the CREDIT AGREEMENT still to be concluded including any addenda/supplements against LambdaNet. 3. POWER OF DISPOSAL AND FREEDOM FROM ENCUMBRANCE Each PARTY FURNISHING COLLATERAL assures that he is the unrestricted owner of his business share and especially that this pledged business share has not already been transferred to third parties or is encumbered with the rights of third parties. Furthermore, each PARTY FURNISHING COLLATERAL assures that the business share pledged by him has been completely paid in. Each PARTY FURNISHING COLLATERAL shall NEITHER SELL THE WHOLE NOR PARTIAL pledged business SHARE WITHOUT THE PRIOR WRITTEN CONSENT OF THE Banks nor dispose of it otherwise. An exception to this shall be transfers to FirstMark Fiber Holdings, LLC or their legal successors to the extent that the rights of the Banks from this lien are not affected disadvantageously by that. Should the rights and claims be pledged or impaired in any other fashion, the PARTIES FURNISHING COLLATERAL shall inform the BANKS of this without delay and inform the pledge creditor(s) of the security rights of the Banks in writing without delay. Each of the PARTIES FURNISHING COLLATERAL shall remain entitled as pledge creditors to receive profit distributions, other payments and the liquidation proceeds if the company is dissolved until the BANKS revoke this right. The BANKS may revoke this right at any time. LAMBDANET CREDIT AGREEMENT page 4 of the agreement dated xx xx, xxxx 4. WAIVING CLAIMS FOR ADJUSTMENT TOWARDS THE COMPANY To the extent that the PARTIES FURNISHING COLLATERAL are entitled to claims towards LambdaNet based upon this lien, the PARTIES FURNISHING COLLATERAL shall herewith waive asserting them. 5. WAIVING PLEA The PARTIES FURNISHING COLLATERAL waive the pleas of the contestability of the Credit Agreement and the possibility of setting off demands from the CREDIT AGREEMENT (Sections 770 and 1211 of Burgerliches Gesetzbuch - the German Civil Code). 6. UTILISATION The PLEDGE CREDITORS are entitled to utilise the pledged business shares of LAMBDANET if LAMBDANET is in arrears with payments due on the demands collateralised with the agreement hereto in spite of an appropriate subsequent period being set. The BANKS shall threaten each PARTY FURNISHING COLLATERAL with utilisation in writing setting a period ahead of time. This threat may be linked to a request for payment. The period shall be one month. It shall not be necessary to threaten or set a period if LAMBDANET has stopped payment or if opening court insolvency proceedings on its assets have been petitioned for. If the prerequisites under which the BANKS are entitled to utilise the pledged property are complied with, they may publicly auction off the business shares pledged to them to the highest bidder in accordance with their dutiful discretion without an enforceable judgement. This auction may be carried out at any place in the Federal Republic of Germany. They may be sold by way of public auctioning that the BANKS shall threaten with a period of four weeks for cash payment or on credit. Furthermore, the BANKS shall be entitled to solely collect the claims also pledged. They shall not be obliged to keep to the pledged property. The BANKS shall take the justified concerns of the PARTIES FURNISHING COLLATERAL into consideration in this process. The PARTIES FURNISHING COLLATERAL agree to the business shares being transferred to third parties in the case of utilisation when they sign this contract of pledge. 7. ACCEPTING THE CONTRACT The BANKS herewith accept the offer to pledge the above mentioned business shares. 8. APPROVAL OF THE COMPANY/SHAREHOLDERS; NOTICE/CONSENT OF THE TRUSTOR To the extent that pledging the business shares requires the approval of the general meeting of shareholders and/or the shareholders pursuant to the articles of partnership to be effective, the PARTIES FURNISHING COLLATERAL oblige themselves to bring about this approval and to submit it to the BANKS in written form through the recording notary public. The PARTIES FURNISHING COLLATERAL herewith commission the notary public to give notice of the lien to the company. LAMBDANET CREDIT AGREEMENT page 5 of the agreement dated xx xx, xxxx 9. OBLIGATIONS TO PROVIDE INFORMATION The PARTIES FURNISHING COLLATERAL shall provide the BANKS with all information, proofs and documents upon request that are necessary for checking, evaluating and asserting the demands linked to the pledged business shares. The PARTIES FURNISHING COLLATERAL shall allow the BANKS to inspect their documents with reference to this for checking and asserting the pledged rights and claims. 10. WHOLLY OR PARTIALLY ASSIGNING THE DEMANDS COLLATERALISED BY THE RIGHT OF LIEN The BANKS wholly or partially assigning the demands collateralised by means of the right of lien shall not lead to the loss of the original right of lien or to one or several new rights of lien coming about, rather it shall leave the right of lien unaffected. 11. THE BANKS' OBLIGATION TO RELEASE After satisfying their claims collateralised by this lien, the BANKS shall issue the PARTIES FURNISHING COLLATERAL a confirmation that the lien has been disposed of upon their request. The BANKS are obliged to release the collateral (such as property whose ownership has been assigned, assigned demands) wholly or partially to the PARTIES FURNISHING COLLATERAL upon the request of the PARTIES FURNISHING COLLATERAL at their choice even before the claims collateralised by this lien have been completely satisfied to the extent that that the recoverable value of all collateral exceeds 110% of the BANKS' collateralised claims not just for a temporary period of time. The recoverable value of the business shares pledged shall correspond to their fair market value, i.e. the amount that could be reached as a price in usual business transactions through selling in accordance with the consistency of the shares. To the extent that shares of the company were disposed of in each of the past years, the fair market value of the shares collateralised shall correspond to the proceeds of the shares sold to the extent that the nominal value agrees here. Otherwise, the proceeds shall be raised or lowered at the ratio of the nominal amounts. Each PARTY FURNISHING COLLATERAL shall be reserved the right to prove a higher value. 12. ADDITIONAL AGREEMENTS Additional agreements to the agreement hereto shall require the written form to the extent that the law does not prescribe the notarial form. The same shall apply to suspending the requirement of the written form. 13. COSTS The PARTIES FURNISHING COLLATERAL shall bear the costs including taxes and outlays that arise from ordering and utilising the right of lien and the business shares affected by that or other rights as joint and several debtors. LAMBDANET CREDIT AGREEMENT page 6 of the agreement dated xx xx, xxxx 14. PLACE OF PERFORMANCE AND VENUE The place of performance and venue for all of the obligations arising out of the agreement hereto shall be Frankfurt am Main. The law of the Federal Republic of Germany shall apply. 15. SAVING CLAUSE Should one or several of the provisions of the agreement hereto be not legally valid or unenforceable, the validity of the rest of the content of the agreement hereto shall not be affected by this. The parties shall replace the wholly or partially invalid or unenforceable provisions with a valid provision that corresponds to the economically desired purpose and that comes as close as possible to the content of the provision to be replaced. This shall apply accordingly if it subsequently comes to light that the agreement hereto has gaps in the regulations. 16. GENERAL TERMS AND CONDITIONS The General Terms and Conditions of HVB shall apply supplementally. They are already known to the PARTY FURNISHING COLLATERAL and they may otherwise be inspected at any business office of HVB. HVB can also send this to him/her upon request. 17. COPIES 7 copies shall be made of the agreement hereto. Each contractual party and LAMBDANET shall receive one copy. The above record was read to the persons who appeared before the notary public, approved by the persons who appeared and signed as follows by their own hand. [...], (date) [...] /s/ Dr. Dieter Finke --------------------------------------- Dr. Dieter Finke [...], (date) [...] /s/ Dr. Bernd Jager --------------------------------------- Dr. Bernd Jager [...], (date) [...] /s/ Dr. Stefan Sattler --------------------------------------- Dr. Stefan Sattler [...], (date) [...] /s/ --------------------------------------- Bayerische Hypo- und Vereinsbank AG LAMBDANET CREDIT AGREEMENT page 7 of the agreement dated xx xx, xxxx [...], (date) [...] /s/ --------------------------------------- Dresdner Bank AG [...], (date) [...] /s/ --------------------------------------- Kreditanstalt fur Wiederaufbau THE COMPANY IS HEREWITH GIVEN NOTICE OF THE LIEN THAT TAKES NOTICE OF THE AGREEMENT HERETO WITH CONSENT. [...], (date) [...] /s/ --------------------------------------- LambdaNet Communications GmbH, represented by its managing director, DR. DIETER FINKE LAMBDANET CREDIT AGREEMENT page 56 of the agreement dated January 21, 2000 APPENDIX 4: GUARANTY The limited amount guaranty of NORTEL DASA. ABSOLUTE LIMITED AMOUNT GUARANTY for Collateralising Certain Demands of the Banks to 1) Bayerische Hypo- und Vereinsbank AG 2) Dresdner Bank AG (hereinafter referred to as the "Liquidating Bank" when it acts simultaneously for the Bayerische Hypo- und Vereinsbank AG and Kreditanstalt fur Wiederaufbau) 3) Kreditanstalt fur Wiederaufbau (hereinafter referred to together as the "Banks") - -------------------------------------------------------------------------------- name and address of the Guarantor - -------------------------------------------------------------------------------- NORTEL DASA NETWORK SYSTEMS GMBH & CO. KG - -------------------------------------------------------------------------------- PREAMBLE: The Banks have extended LambdaNet Communications GmbH, Hannover (hereinafter referred to as the "Borrower" or "Principal Debtor") a credit facility dated February 21, 2000 amounting to Euro 56,000,000 based upon the Loan Facility Agreement that shall be extended in two tranches (Tranche A amounting to a maximum of Euro 10,000,000 and Tranche B amounting to a maximum of Euro 46,000,000). It is possible to take advantage of Tranche B in the framework of the availability of Loan Facility Agreement defined and covered by the agreement. In order to make it possible for the Borrower to claim funds before the prerequisites have been created for a claim covered by the agreement, the Borrower was conceded the possibility of also claiming credit funds under Tranche B until June 15, 2000 if the guarantor provides an absolute limited amount guaranty upon the first written request under prerequisites precisely defined in the credit agreement (availability covered by guaranty under Tranche B) Liquidating Bank shall inform the guarantor of the amount of the claim covered by guaranty in the intervals of time defined in the Loan Facility Agreement. The details of the credit agreement that is attached to this guaranty as an appendix and forms an essential component of this guaranty are known to us. Stating these things in advance, we (hereinafter referred to as "the Guarantor") herewith assume the ABSOLUTE GUARANTY for all claims that the Banks are entitled to from - -------------------------------------------------------------------------------- designation of the Banks' demands - -------------------------------------------------------------------------------- the claims covered by guaranty under Tranche B in the framework of the Loan Facility Agreement designated above and dated December 21, 2000 (hereinafter referred to as "Loan") - -------------------------------------------------------------------------------- LAMBDANET CREDIT AGREEMENT page 2 of the agreement dated January 21, 2000 against - -------------------------------------------------------------------------------- name and address of the Principal Debtor - -------------------------------------------------------------------------------- LAMBDANET COMMUNICATIONS GMBH, GUNTHER-WAGNER-ALLEE 13, 30177 HANNOVER, HR NUMBER HRB 57818 AT THE HANNOVER LOCAL COURT - -------------------------------------------------------------------------------- by obliging ourselves to pay - -------------------------------------------------------------------------------- amount in words - -------------------------------------------------------------------------------- 23,800,000 EUROS TWENTY-THREE MILLION EIGHT HUNDRED THOUSAND EUROS - -------------------------------------------------------------------------------- including interest and costs when we receive the first written request from the Liquidating Bank (hereinafter referred to as the "Declaration of Claim") where it declares that the Banks' claims for payment from the loan have not been complied with pursuant to the agreement. 1. CLAIMS FROM THE GUARANTY, WAIVING PLEAS AND THE DUTY TO PROVIDE INFORMATION 1.1 If the Banks' claims to payment that are collateralised by the guaranty are due and if the Principal Debtor does not comply with these claims, the Banks may get into contact with the Guarantor who shall make payment within three working days after the Declaration of Claim is received upon the first written request from the Liquidating Banks. The Banks shall not be obliged to initially proceed in court against the Principal Debtor or to utilise collateral provided to them. 1.2 The Guarantor shall also have an obligation to pay if the Principal Debtor can contest the business that his obligation is based upon (waiving the plea of contestibility that the Guarantor is entitled to pursuant to Section 770, Paragraph 1 of Burgerliches Gesetzbuch - the German Civil Code). Furthermore, the Guarantor may not plead that the Banks may satisfy their claims by setting them off against a demand due from the Principal Debtor (waiving the plea of setting off that the Guarantor is entitled to pursuant to Section 770, Paragraph 2 of Burgerliches Gesetzbuch - the German Civil Code). 1.3 The Banks shall inform the Guarantor on the fact that the Borrower has not paid on time no later than three working days after the collateralised demand was due. 1.4 The Guarantor's obligation to pay shall expire if the Guarantor complies with the demands of the Banks asserted in the Declaration of Claim. This shall not apply if the claim is asserted against the Guarantor exclusively for the interest or fees accumulating for the principal debt (said claims shall be reduced in accordance with the maximum amount) or the amount of the demand asserted was not correctly calculated and/or not correctly stated in the Declaration of Claim without the gross negligence of the Liquidating Bank 2. THE RANK OF THE PASSED OVER DEMAND AND PASSING OVER COLLATERAL 2.1 To the extent that the Guarantor satisfies the Banks, their demands against the Borrower shall pass onto him. The Guarantor steps back as the creditor of the Borrower behind all existing, future and conditional claims with the passed over demands that the Banks are LAMBDANET CREDIT AGREEMENT page 3 of the agreement dated January 21, 2000 entitled towards the Borrower from the Loan with all of their domestic and foreign business shares and domestic and foreign subsidiaries. 2.2 Before the debt from the guaranty is completely fulfilled, the Guarantor shall not have a claim to have the collateral being transferred that was made available to the Banks for collateralising the claims covered by guaranty. 2.3 If the Guarantor has completely fulfilled the debt from the guaranty and if the Banks have to release the non-accessory collateral pursuant to the collateral agreements, they shall transfer the collateral that was made available to them by the Principal Debtor to the Guarantor, if necessary proportionally. The Banks shall re-transfer collateral that was ordered by third parties to each party furnishing collateral in the absence of another agreement with him. If the Banks' claims against the Borrower exceed the maximum amount from the guaranty and the collateral to be transferred to the Guarantor only serve the purpose of collateralising the portion of the Banks' claims not guarantied against the Borrower, the Banks shall be entitled to a higher-ranking right to be paid in relation to the Guarantor to the extent that the prerequisites have not been complied with pursuant to Number 2.7a. 2.4 To the extent that collateral passes over to the Guarantor by virtue of the law (such as rights of lien), it shall not go beyond the legal regulation. If the Banks' claims against the Borrower exceed the maximum amount of the guaranty and the collateral that passes over to the Guarantor by virtue of the law also serve the purpose of collateralising the non guarantied portion of the Banks' claims against the Borrower, the Banks shall be entitled to a higher-ranking right to be paid in relation to the Guarantor to the extent that the prerequisites have not been complied with pursuant to Number 2.7a. The Banks shall exercise their discretion in the framework of a contractually agreed upon obligation for releasing the collateral to the effect of releasing the collateral provided by the Borrower before releasing the rights of lien of the business shares of LambdaNet. 2.5 Any claims of the Guarantor for settling and assigning collateral against other parties furnishing collateral shall not be affected by the regulations above. 2.6 If the conditions under which the Banks are entitled to utilise the collateral designated in the following are given, the Banks shall concede the Guarantor or another company of the Nortel Group the right to utilise the collateral designated in the following in its own name, but for the Banks' account after the prior consent of the Liquidating Bank apart from the Banks' right of utilisation: - the agreement on transfer of property by way of receipt dated January 21, 2000 for the presence locations - the agreement on transfer of property by way of receipt dated January 21, 2000 for the Network Management Center in Hannover The Banks shall not deny consent with the justification that the purchase price is set too low if the amount of the purchase price is sufficient to fulfil all demands that the Banks have against the Borrower. The Liquidating Bank shall inform the Guarantor in writing of the occurrence of the case of utilisation. The Guarantor shall comply with the prerequisites for use contained in the individual collateral agreements. The costs that are LAMBDANET CREDIT AGREEMENT page 4 of the agreement dated January 21, 2000 actually incurred in connection with utilisation shall be satisfied with a higher ranking from the proceeds from utilisation to the extent that the Banks have consented to carrying out the measures that produce costs. Consent shall not be denied for disassembly that is necessary for utilisation and installing the property that serves as collateral without an important reason. To the extent that the Guarantor is not successful at using the collateral within 6 months after the Liquidating Bank sent written information on the fact that the conditions for utilisation are given, the Banks may revoke the right of utilisation assigned to the Guarantor. 2.7 If the Guarantor has fulfilled all of his guaranty debt and if the demands of the Banks against the Borrower pass over to the Guarantor to the amount of satisfaction, a) the retreat in rank pursuant to Paragraph (1) of this Section shall no longer be applicable and the Guarantor participates in the collateral existing for these demands on equal ranking at the ratio to the collateralised total demand if and as soon as the following prerequisite are given cumulatively: - the Borrower fulfils all imposed conditions demanded in Number 12 of the credit agreement - the Borrower has already amortised 33% of the amounts outstanding on December 31, 2001 under Tranche B - the DEBT SERVICE COVERAGE RATIO reaches or exceeds a value of 1.5 in accordance with the definition in the credit agreement. When ascertaining the value (the DEBT SERVICE COVERAGE RATIO), the fact that the retreat in rank shall no longer be applicable shall already be taken into consideration. Suspending the retreat in rank necessitates the fact that the Banks would only be able to demand interest on their still outstanding demands under Tranche B that would then be of equal ranking amounting to the interest rates calculated by the Banks and that it would only be possible to assert the demands that would then be of equal ranking at the dates specified in Article 8.1.1 of the credit agreement and only at the following percentages: % amortisation of NORTEL DASA'S DEMAND = (TRANCHE B on December 31, 2001 multiplied by X%) divided by TRANCHE B PARI PASSU. Here, the following means: - X% or the repayment percentage specified in Article 8.1.1 of the Loan Facility Agreement to each amortisation date - TRANCHE B on December 31, 2001: the amount outstanding as per December 31, 2001 under Tranche B - TRANCHE B PARI PASSU: the amount still outstanding at the point in time of suspending the retreat in rank - NORTEL DASA'S DEMAND: the demand against LambdaNet that passes over to the Guarantor when the guaranty debt is paid to the amount still existing at the point in time of suspending the retreat in rank LAMBDANET CREDIT AGREEMENT page 5 of the agreement dated January 21, 2000 b) if the Banks' demands against the Borrower from further pay-outs from the Loan Facility Agreement are of lower ranking towards the demands that have passed onto the Guarantor against the Borrower and are only collateralised in lower ranking by the existing collateral if and to the extent that these pay-outs are made without the conditions for pay-out settled in Number 13 of the Loan Facility Agreement being fulfilled unless the Guarantor consents to these pay-outs or the prerequisites under Number 7a) are fulfilled. This consent may not be denied without a reason. c) if the Guarantor is entitled to sell the demands against the Borrower that have been passed from the Banks onto the Guarantor to third parties to the extent that this is possible pursuant to the regulations in the credit agreement. With reference to the demands specified, the Banks shall be entitled to a legal right of first refusal pursuant to Sections 504 ff of Burgerliches Gesetzbuch (the German Civil Code). 3. CREDITING PAYMENTS INTO ACCOUNT The Banks may credit the proceeds from utilising the collateral that the Principal Debtor or another third party has ordered for them initially to the portion of their claims against the Borrower that exceeds the maximum guarantied amount specified above. In the same fashion, i.e. at a higher ranking with the non guarantied portion of their claims, the Banks may set off all payments made by the Principal Debtor or for his account. 4. ALLOWING ADDITIONAL TIME FOR COLLATERAL AND RELEASING COLLATERAL The Guarantor shall not be free of his guaranty obligation if the Banks allow the Principal Debtor more time for interest or fees due. This shall also apply if the Banks release collateral in one or several steps to the extent that the total value does not exceed Euro 500,000 or if the Banks release collateral thereby fulfilling an obligation to release that results from other collateral agreements. The Guarantor shall also not be free of his guaranty obligation if disposals are allowed on the pledged project accounts. 5. COMMISSION ON GUARANTY The commission on guaranty that LambdaNet owes to the Guarantor and the interest shall result from the Guarantee Facility Agreement attached as an appendix. Changes with reference to the amount of these fees and interest owed shall require the consent of the banks. 6. GOING INTO EFFECT The guaranty shall be under the dilatory condition that the Borrower initially has drawn a minimum amount of at least Euro 6,000,000 under Tranche A. It shall be effective to the maximum amount that corresponds to the value of the supplies and services furnished by the Guarantor based upon the Nortel Dasa Contract (= the date-bound general contractor agreement amounting to Euro 46,539,974 between the Guarantor and Borrower dated September 21, 1999 and each additional and supplemental agreement accepted by the lenders, especially the additional agreement dated December 31, 1999) as it was confirmed towards the Liquidating Bank by the Guarantor and Borrower in writing. LAMBDANET CREDIT AGREEMENT page 6 of the agreement dated January 21, 2000 7. LIMITATION The guaranty shall be limited to June 30, 2000. LAMBDANET CREDIT AGREEMENT page 7 of the agreement dated January 21, 2000 8. APPLICABLE LAW AND VENUE German law shall apply to the principal-surety relationship. The venue shall be Frankfurt am Main. 9. REPRESENTATION OF THE BANKS The Bayerische Hypo- und Vereinsbank AG shall simultaneously accept this guaranty for the other banks. Munich, January 21, 2000 /s/ ----------------------------------------- Nortel Dasa Network Systems GmbH & Co. KG SHALL BE FILLED OUT BY THE BAYERISCHE HYPO- UND VEREINSBANK AG - -------------------------------------------------------------------------------- reported by - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- received and handed out by - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- submitted by the Guarantor personally - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- yes no on (date) If this was not submitted by the Guarantor, letter of confirmation received from Guarantor on: - -------------------------------------------------------------------------------- LAMBDANET CREDIT AGREEMENT page 58 of the agreement dated January 21, 2000 APPENDIX 6: DEMAND FOR PAY-OUT DEMAND FOR PAY-OUT [BORROWER'S letterhead] to: Mr. Faulhaber / Ms. Engel Dresdner Bank AG Ulm Branch Office Neue Strasse 80 89073 Ulm fax: (0731) 151-3179 date: [...] Pursuant to Article 3.5 of the Basic Credit Agreement dated [ ], 2000 between us and the Borrowers, we herewith apply for the following pay-out under the credit line: [ ] Tranche A [ ] Tranche B (a) pay-out date: [ ] (b) interest period: [ ] months (c) amount of pay-out [ ] Euros (d) The loan shall be used for the following special purposes: - Tranche A: [ ] operating resource required [ ] project costs above Euro 100,000 pursuant to the attached invoices [ ] other project costs, i.e. [ ] [ ] [ ] - Tranche B: [ ] Nortel Dasa supply agreement [ ] project costs above Euro 100,000 pursuant to the attached invoices [ ] other project costs, i.e. [ ] [ ] [ ] The equivalent of the loan shall be transferred to the project account _______________ . We herewith confirm that: (i) the conditions imposed in Article 12 of the basic credit agreement have also been complied with on the present day and immediately after paying out the loan, and (ii) there is no reason for termination pursuant to Article 14 of the basic credit agreement and no potential reason for termination has occurred or continues to exist or will occur as a result of paying out the loan, and (iii) there is not any significant deterioration in the business operation and in the development of the business of the Borrower. - ----------------------------- Lambdanet Communications GmbH The following agreement on the transfer of space by way of receipt is concluded
- ------------------------------------------------------------------------------------------------------------------ TRANSFER OF SPACE BY WAY OF RECEIPT - ------------------------------------------------------------------------------------------------------------------ BETWEEN: the name/business name and address of the party the name and address of the Borrower: furnishing collateral: Lambdanet Communications GmbH Lambdanet Communications GmbH Gunther-Wagner-Allee 18 Gunther-Wagner-Allee 18 30177 Hannover 30177 Hannover account number: 1 024 061 registered in the HRB number HRB 57818, Hannover Local at the Dresdner Bank AG, Court Friedrichshafen Branch Office (HEREINAFTER REFERRED TO AS THE "PARTY FURNISHING bank code number: 651 800 05 COLLATERAL") - ------------------------------------------------------------------------------------------------------------------ AND Bayerische Hypo- und Vereinsbank Aktiengesellschaft, Munich (HEREINAFTER REFERRED TO AS "BANK" OR "HVB" - ------------------------------------------------------------------------------------------------------------------
1. THE SUBJECT MATTER OF THE TRANSFER OF SPACE BY WAY OF RECEIPT 1.1 The party furnishing collateral has installed transmission systems including network elements such as multiplexers and repeaters as well as the management software, appropriate computer, operating system and database platforms necessary for monitoring and controlling the network elements as well as the hardware and software necessary for connecting the network element in the framework of the project of building up and operating an optical waveguide network in Germany measuring 3,200 kilometres in the following spaces I. Lech-Elektrizitatswerke AG, Schaezlerstrasse 3, 86150 Augsburg, HR registration number HRB 6164, Augusburg Local Court, the basement (on the northern side) of commercial hall Hirtenmahdweg 8, 86154 Augsburg (REFER TO LEASE DATED JULY 1/7, 1999), hereinafter referred to as Collateral Space I II. GfW Gesellschaft fur Wohnbesitz mbH & Co. KG, Robert-Heuser-Strasse 15, 50968 Cologne, HR registration number HRB 61512, Charlottenburg Local Court, COMMERCIAL SPACE of building part A, KG, Alboinstrasse 36-42, 12103 Berlin (REFER TO LEASE DATED JUNE 22/24, 1999), hereinafter referred to as Collateral Space II III. Immobilien-Beteiligungsgesellschaft Dr. Franz Kratz KG, HR registration number HRB 1629, Cologne Local Court, ADMINISTRATIVE SPACE in the building Jahnplatz/Niederwall 2/Renteistrasse, 33602 Bielefeld (REFER TO LEASE DATED JULY 20/26, 1999), hereinafter referred to as Collateral Space III IV. Georg Simon Grundbesitz Objekt Regensburg KG, Herrmann-Ritter-Strasse 104-106, 28197 Bremen, HR registration number HRA 73208, Munich Local Court, UTILITY AGREEMENT ON TRANSFER OF SPACE BY WAY OF RECEIPT page 2 of the agreement dated January 21, 2000 SPACE of the building of CIF-Vers.-B, Herrmann-Ritter-Strasse 104-106, 28197 Bremen (REFER TO LEASE DATED JUNE 23/29, 1999), hereinafter referred to as Collateral Space IV V. TRD-Reisen Fritz Fischer GmbH & Co. KG, Im Spahenfelde 51, 44143 Dortmund, HR registration number HRA 6661, Dortmund Local Court for the KG and HR registration, Dortmund Local Court for the Geschaftsfuhrungs GmbH Stell- und Nutzungsflachen at the tourist bus car park, Im Spahenfelde 51, 44143 Dortmund (REFER TO LEASE DATED JUNE 25/AUGUST 1, 1999 INCLUDING SUBSIDIARY AGREEMENTS DATED AUGUST 1/AUGUST 30, 1999 AND OCTOBER 21, 1999), hereinafter referred to as Collateral Space V VI. ESAG Energieversorgung Sachsen Ost AG, Friedrich-List-Platz 2, 01069 Dresden, HR registration number HRB 965, Dreseden Local Court, SPACES in the city centre at the Dresden MainTrain Station (REFER TO LEASE DATED OCTOBER 29/NOVEMBER 22, 1999), hereinafter referred to as Collateral Space VI VII. F.W. Hempel & Co. Erze und Metalle GmbH, Leopoldstrasse 16, 40211 Dusseldorf, HR registration number HRB 10774, Dusseldorf Local Court, SPACE in the office building of Leopoldstrasse 16 (REFER TO TEMPORARY LEASE DATED JUNE 24, 1999 AND THE FINAL LEASE TO BE CONCLUDED BETWEEN F.W. HEMPEL & CO. ERZE UND METALLE GMBH AND THE PARTY FURNISHING COLLATERAL ON SPACES IN THE LEOPOLDSTRASSE 16 OFFICE BUILDING, 40211 DUSSELDORF), hereinafter referred to as Collateral Space VII VIII. Commerzbank AG, Kaiserplatz, 60311 Frankfurt am Main, HR registration number HRB 32000, Frankfurt am Main Local Court, PIECE OF REAL ESTATE on Juri-Gargarin-Ring 86, 99084 Erfurt (REFER TO LEASE DATED SEPTEMBER 13/21, 1999), hereinafter referred to as Collateral Space VIII IX. Deutsche Post AG, General Headquarters, Bundeskanzlerplatz 2 -10 / Bonn Center, 53113 Bonn, HR registration number HRB 6792, Bonn Local Court, PIECE OF REAL ESTATE of Deutsche Post Immobilien Essen (main post office), Hachestrasse 2 - 8 (REFER TO LEASE DATED JUNE 22/JULY 6, 1999), hereinafter referred to as Collateral Space IX X. Frankfurter Societatsdruckerei GmbH, Frankenallee 71 - 81, 60327 Frankfurt am Main, HR registration number HRB 7285, Frankfurt am Main Local Court, piece of real estate of Frankenallee 71 - 81, 60327 Frankfurt am Main (REFER TO LEASE DATED JULY 6, 1999), hereinafter referred to as Collateral Space X XI. Immobilien GbR Hamburg, Wendenstrasse 408, 20537 Hamburg ("Luisenhof") (REFER TO LEASE DATED JULY 8/13, 1999), hereinafter referred to as Collateral Space XI XII. Technologiepark Karlsruhe GmbH, Albert-Nestler-Strasse 9, 76131 Karlsruhe, HR registration number HRB 6764, Karlsruhe Local Court, piece of real estate of Albert-Nestler-Strasse 9, 76131 Karlsruhe, Building 7H (REFER TO LEASE DATED JUNE 17/21, 1999), hereinafter referred to as Collateral Space XII XIII. The husband and wife Professor Dr. Josef Campinge, former cinema, Theodor-Babilon-Strasse 1-3, Cologne, entered into the Land Register of the Deutz borough of Cologne, Volume 72, sheet 2/19, cadastral district 235, plot 851 (REFER TO LEASE DATED JULY 15/AUGUST 4, 1999), hereinafter referred to as Collateral Space XIII XIV. Rudolf Geray / Walter Grisslich community of builder-owners, Zettachring 6, 70567 Stuttgart, PIECE OF REAL ESTATE of the Leipzig Business Park, Maximilianallee 4, 04129 Leipzig (REFER TO LEASE DATED JUNE 10/14, 1999), hereinafter referred to as Collateral Space XIV XV. GbR Magdeburg Universitatsplatz, Ziegelhuttenweg 43, 60598 Frankfurt am Main, PIECE OF REAL ESTATE at Erzbergerstrasse 1, 39104 Magdeburg (REFER TO LEASE DATED JUNE 23, 1999), hereinafter referred to as Collateral Space XV AGREEMENT ON TRANSFER OF SPACE BY WAY OF RECEIPT page 3 of the agreement dated January 21, 2000 XVI. Mr. Manfred Schnitzler, Belchenstrasse 39, 68163 Mannheim, PIECE OF REAL ESTATE of Flossworthstrasse 16, 68199 the Neckerau borough of Mannheim, (REFER TO LEASE DATED JUNE 15/24, 1999), hereinafter referred to as Collateral Space XVI XVII. Simon Grundbesitz Zehnder & Partner AG & Co. KG, Enzianstrasse 10, 82031 Grunwald, HR registration number HRA 67631, Munich Local Court, PIECE OF REAL ESTATE at Arnulfsstrasse 205, 80634 Munich (office building A) (REFER TO LEASE DATED JUNE 4/10, 1999), hereinafter referred to as Collateral Space XVII XVIII. Mr. Gerd Schmelzer, Further Strasse 212, 90429 Nuremberg, PIECE OF REAL ESTATE at Further Strasse 212, 90429 Nuremberg (building 76) (REFER TO LEASE DATED JUNE 10/JULY 10, 1999), hereinafter referred to as Collateral Space XVIII XIX. Mr. Karl-Peter Reck, Zettachring 6, 70567 Stuttgart, spaces in the Stuttgart Business Park at Zettachring 6, 70567 Stuttgart (REFER TO LEASE DATED JUNE 10/JULY 10, 1999), hereinafter referred to as Collateral Space XIX XX. Hohn Grundstucksverwaltungs GmbH & Co. KG, Hertzstrasse 2, 97076 Wurzburg, HR registration number HRA 4677, Wurzburg Local Court, PIECE OF REAL ESTATE at Hertzstrasse 2, 97076 Wurzburg (REFER TO LEASE DATED JUNE 25, 1999), hereinafter referred to as Collateral Space XX XXI. Bayernfonds Immobiuliengesellschaft mbH & Co. KG, building of Hannover Forum in the Pelikan Viertel KG, Innere Wiener Strasse 17, 81667 Munich, HR registration number HRB 45696, Munich Local Court, SPACES in Gunther-Wagner-Strasse 13, 30177 Hannover (REFER TO LEASE DATED JULY 16, 1999), hereinafter referred to as Collateral Space XXI. (HEREINAFTER REFERRED TO INDIVIDUALLY AS "COLLATERAL SPACE" AND COLLECTIVELY AS "COLLATERAL SPACES"). The individual Collateral Spaces are divided up into two levels each: The space above the double floor (level 1) drawn in and the space between the double floor drawn in and the floor below it (level 2). 1.2 It is possible to find the exact location of the installation parts in the base plans attached as a copy, that are an essential component of the agreement hereto. To the extent that the objects transferred by way of receipt are only within a specially marked section of the piece of real estate, it is also possible to find the marking in the base plans. If the marking is red, this designates level 1 of the Collateral Space and if the marking is green, this designates level 2 of the Collateral Space. It is only possible to use each lease for designating Collateral Spaces VI and VIII at the present time, that are an essential component of the agreement hereto. Each of the base plans also become an essential component of the agreement hereto and the party furnishing collateral shall submit them without delay after they have been prepared. 1.3 The real estate owners have permitted the party furnishing collateral the use of the piece of real estate with the leases listed under 1.1 for preparing and operating the plant. The installation parts specified in Number 1.1 that the party furnishing collateral brought upon the piece of real estate in connection with preparing and operating the installation parts and will bring onto it in the future shall only be brought or prepared there for the duration of the lease agreement. Therefore, they are only linked to the piece of real estate for a temporary purpose (Section 95 of Burgerliches Gesetzbuch - the German Civil Code) and they therefore shall not pass into the property of the real estate owner. AGREEMENT ON TRANSFER OF SPACE BY WAY OF RECEIPT page 4 of the agreement dated January 21, 2000 1.4 The transfer by way of receipt shall extend to all objects and implements specified in Number 1.1 and other objects and implements in connection with building up and operating the optical waveguide network that are in the Collateral Space mentioned above presently or in the future including all of the stock, accessory or spare parts necessary for operation and the data processing units required for operation. Furthermore, the property of the entire system documentation prepared presently and in the future by Nortel Dasa pursuant to the specification of the basic agreement dated September 21, 1999, that is an essential component of the agreement hereto, shall be transferred including modifications or secondary agreements and the individual agreements that are based upon this with the party furnishing collateral, consisting of hardware and the software installed on it including all handbooks and control diagrams. The author Nortel Systems GmbH & Co. KG with its headquarters in Hahnstrasse 37 - 39, 60528 Frankfurt am Main, shall concede to the Bank the simple right of use and enjoyment to the extent that results from the date-linked general contractor agreement between the author and party furnishing collateral amounting to 46,539,974 German Marks concluded on September 21, 1999. The simple right of use especially includes the right to use the software of the system created in the framework of the agreement with the party furnishing collateral presently and in the future and supplied presently and in the future with the documentation belonging to it for the purpose of operating the hardware of the system as much as desired and to permit third parties the use of it. The author issues his consent to transferring this simple right of use and enjoyment in the framework of utilisation in favour of satisfying the demands specified in Number 3 of the agreement hereto. The author shall grant the rights of the Bank designated under Number 1.4 under the condition subsequent with the specification that the rights of the Banks shall automatically end when the demands designated in Number 3 of the agreement hereto have been completely satisfied. This shall not apply if satisfaction is made by the utilisation proceeds achieved in the framework of utilisation and the simple right of use and enjoyment is transferred in this process. The declaration of the author shall form a component of the agreement hereto. (ALL OF THE OBJECTS AND RIGHTS HEREINAFTER REFERRED TO AS "COLLATERAL GOODS") 1.5 The contractual parties are in agreement that all of the objects presently in the stated Collateral Space of the type mentioned shall be transferred when this agreement is concluded and that all of the objects that come there in the future of the type mentioned shall be transferred to the property of the Bank at the point in time of them being brought into the Collateral Space (expectancy, ownership, co-ownership). To the extent that the Bank initially only receives expectancy, the entire ownership shall pass over to the Bank immediately at the point in time of the reservation of title no longer being applicable. 2. REPLACEMENT FOR THE TRANSFER Transferring the Collateral Goods to the Bank shall be replaced by the fact that the party furnishing collateral preserves it carefully for the Bank. To the extent that third parties come into the immediate possession of the Collateral Goods, the party furnishing collateral shall assign his existing and future claims to delivery to the Bank now. AGREEMENT ON TRANSFER OF SPACE BY WAY OF RECEIPT page 5 of the agreement dated January 21, 2000 3. THE PURPOSE OF COLLATERAL Transferring by way of receipt shall serve the purpose of securing all existing, future and conditional claims that the Dresdner Bank AG, the Kreditanstalt fur Wiederaufbau and the HVB are entitled to against the party furnishing collateral with all of the domestic and foreign business offices and domestic and foreign subsidiaries from extending the loan pursuant to the basic project credit agreement dated January 21, 2000 including any addenda/supplements. 4. REPLACING RESERVATIONS OF TITLE The party furnishing collateral shall bring about the expiration of any reservation of title that may exist by paying the purchase price. The Bank shall be entitled to pay a remaining debt in respect of the purchase price obligation of the party furnishing collateral at his debit. 5. STOCK LISTS 5.1 The party furnishing collateral has to submit a list of stock on the Collateral Goods transferred to the Bank no later than the 5th working day of every calendar half-year while referring to the agreement hereto. The Bank may also demand that stock lists are sent in shorter periods of time to preserve its justified concerns. The stock list has to contain information on the type, quantity, size/volume, brand and/or manufacturer. 5.2 The stocks actually on hand shall also be transferred if the stock lists are incorrect or incomplete in any fashion. 6. THE AUTHORITY TO EXCHANGE The Bank shall allow the party furnishing collateral to procure appropriate new parts in the framework of the service necessary according to the specifications of proper management for machines/devices or components of the Collateral Goods requiring renewal. All measures that are not absolutely necessary for maintaining the functionality shall require the consent of the Bank. 7. HANDLING AND MARKING THE COLLATERAL GOODS 7.1 The party furnishing collateral has to leave each of the Collateral Goods in the Collateral Space, to treat it carefully at his debit and not to conceal the transfer by way of receipt to third parties who are legally or economically interested in it. 7.2 The Bank may mark the Collateral Goods as its property in order to preserve its justified concerns in a fashion that appears expedient to it. The transfer by way of receipt shall be made noticeable in the documents of the party furnishing collateral with the name of the Bank. AGREEMENT ON TRANSFER OF SPACE BY WAY OF RECEIPT page 6 of the agreement dated January 21, 2000 8. THE LEGAL RIGHTS OF LIEN OF THIRD PARTIES To the extent that there is a legal right of lien of third parties to the Collateral Goods, especially of the lessor, the party furnishing collateral has to prove that it has been paid at the Bank's request after the due date of the interest or remuneration owed from the legal relationship it is based upon. If this proof is not furnished, the Bank shall be authorised to pay the collateralised demand at the debit of the party furnishing collateral to avert the right of lien. 9. THE DUTY OF THE PARTY FURNISHING COLLATERAL TO PROVIDE INFORMATION The party furnishing collateral shall notify the Bank without delay if the rights of the Bank to the Collateral Goods should be impaired or endangered by levy of execution or other measures of third parties or in another fashion. 10. INSURING THE COLLATERAL GOODS 10.1 The party furnishing collateral shall keep the full amount of the Collateral Goods insured at his own debit for the entire duration of transfer by way of receipt against the usual hazards and against the hazards that insurance coverage seems necessary to the Bank when the risks are appropriately assessed and to prove this to the Bank upon request especially by submitting the insurance policy. Upon the Bank's request, the party furnishing collateral has to request the insurance company to send an insurance policy to the Bank. If the party furnishing collateral has not effected the insurance or not sufficiently, the Bank may do this at his debit. 10.2 The party furnishing collateral shall assign all of the claims to insurance and compensation for damage that the party furnishing collateral acquires because of loss and damage of the Collateral Goods in a separate collateral assignment agreement. 11. THE BANK'S RIGHT TO EXAMINE 11.1 The Bank shall be entitled to examine the Collateral Goods at each location or to have it examined by its representatives and to inspect the books and documents for the purpose of examination. 11.2 To the extent that the Collateral Goods are in the immediate possession of third parties, the party furnishing collateral shall instruct them to grant the Bank access to the Collateral Goods and to give all of the information on the Collateral Goods desired by it. 12. THE BANK'S RIGHT OF UTILISATION 12.1 The Bank shall be entitled to utilise the Collateral Goods if the Borrower is in arrears with the payments for the demands due that are collateralised by the agreement hereto. The Bank shall only utilise the Collateral Goods to the extent that this is necessary for fulfilling the demands in arrears. 12.2 The Bank shall threaten the party furnishing collateral with utilisation setting a period. If concluding this agreement is a commercial act for the party furnishing collateral, the period shall be at least one week. In all other cases, it shall be one month. AGREEMENT ON TRANSFER OF SPACE BY WAY OF RECEIPT page 7 of the agreement dated January 21, 2000 12.3 The Bank may sell the Collateral Goods by private contract in its own name or in the name of the party furnishing collateral. It shall take the justified concerns of the party furnishing collateral into consideration. It may also demand from the party furnishing collateral that he utilise the Collateral Goods on a best-efforts basis according to its instructions or assists in the utilisation. The party furnishing collateral has to issue everything received in the utilisation of the Collateral Goods to the Bank without delay. 13. RECONVEYANCE, RELEASING THE COLLATERAL 13.1 After satisfying its claims collateralised by the agreement hereto, the Bank shall reconvey the collateral transferred with this agreement to the party furnishing collateral and issue any excess proceeds from utilisation. However, the Bank shall transfer this collateral to a third parties if it is obliged to do so. This is the case, for instance, if the party furnishing collateral is simultaneously the Borrower and a guarantor has satisfied the Bank. 13.2 To the extent that several objects have been transferred by way of receipt or other collateral has been ordered apart from this collateral, the Bank shall release the Collateral Goods transferred to it and any other collateral orders to it (such as demands assigned, land charges) at its choice to each party furnishing collateral wholly or partially before its claims collateralised by the transfer by way of receipt are completely satisfied to the extent that the realisable value of all collateral does not just exceed 110% of the Bank's collateralised claims temporarily. 13.3 In the absence of a deviating agreement, the realisable value of the Collateral Goods shall be ascertained for the purposes of Number 13 as follows: The fair market price at the point in time of the request for release shall be decisive. If that is missing - the purchase price for the Collateral Goods that the party furnishing collateral purchased - the manufacturing price for the Collateral Goods that the party furnishing collateral manufactured himself or processed. The value of the Collateral Goods that a third party has a higher ranking collateral right on (such as a reservation of title, right of lien) shall first of all be deducted from the value ascertained in this fashion, however only amounting to the collateralised claims of each creditor. A collateral surcharge amounting to 25% shall be effected from the value ascertained afterwards if the Collateral Goods are current assets, because of a possible deficiency in proceeds (for instance, with judicial sale). A collateral surcharge amounting to 30% per year from purchase or completion, proportionately for each increment of a year, shall be effected degressively from each previous value if the Collateral Goods are non-real estate fixed assets. 14. THE INTERPRETATION OF THE AGREEMENT/CONTINGENT AGREEMENT This contract is concluded under the assumption on all sides that the Collateral Goods will not/has not become an essential component of the piece of real estate in spite of its connection with the grounds, rather remain(s) independent tangible asset(s) or has/have remained thus. AGREEMENT ON TRANSFER OF SPACE BY WAY OF RECEIPT page 8 of the agreement dated January 21, 2000 Should the installation be valuated as an essential part of the grounds by a final and conclusive ruling and afterwards the ownership of the installation pass onto the real estate owner, the party furnishing collateral shall herewith transfer all of the rights and claims resulting from the loss of rights to the Bank in a fashion that the Bank not only acquires the claim from Section 951 Burgerliches Gesetzbuch (the German Civil Code), but also all rights that the party furnishing collateral is entitled to against the real estate owner with reference to the right of beneficial use of the installation. 15. MISCELLANEOUS/FINAL PROVISIONS 15.1 The General Terms and Conditions of the Bank shall apply as a supplement. They are already known to the party furnishing collateral and may otherwise be inspected at every office of the Bank. They can also be sent upon request. 15.2 The law of the Federal Republic of Germany shall apply. The venue and place of performance shall be Frankfurt am Main. 15.3 Oral subsidiary agreements were not made. Modifications to the agreement hereto shall require the written form. This shall also apply to suspending the agreement on the written form. 15.4 Should one or several of the provisions of the CONTRACT hereto be wholly or partially invalid or prove to be unenforceable, the validity of the rest of the agreement hereto shall otherwise not be affected by this. The parties shall replace the wholly or partially invalid or unenforceable provisions with a valid provision that corresponds to the economic purpose desired and that comes as close as possible to the content of the provision to be replaced. This shall apply accordingly if it comes to light that the agreement hereto has gaps in the regulations. JANUARY 21, 2000 /s/ - ---------------------------------- ---------------------------------------------------- Munich, January 21, 2000 (the signature of the party furnishing collateral) JANUARY 21, 2000 /s/ - -------------------------- ---------------------------------------------------- Munich, January 21, 2000 (signature of Bayerische Hypo- und Vereinsbank AG) JANUARY 21, 2000 /s/ - -------------------------- ---------------------------------------------------- Munich, January 21, 2000 (the signature of the author)
Contract of the Transfer of Room Ownership Page 1 of 10 of the Declaration from 21 January 2000 Translation from the German Language
- ------------------------------------------------------------------------------------------------------------------ Contract of Transfer of Room Ownership - ------------------------------------------------------------------------------------------------------------------ between: Name/company and address of the Borrower /Creditee Name/company and address of the Mortgager: Lambda Net Communications GmbH Lambda Net Communications GmbH Gunther-Wagner-Allee 18 Gunther-Wagner-Allee 18 30177 Hannover 30177 Hannover Germany Germany Account no. 1 024 061 registered in the Commercial Registry - No. 57818 at the Dresdner Bank AG, Friedrichshafen Branch, District Court of Hannover Bank code: 651 800 05 (hereinafter referred to as the "Mortgager" - ------------------------------------------------------------------------------------------------------------------ and the Bayerische Hypo- und Vereinsbank Aktiengesellschaft Munchen (hereinafter referred to as the "Bank" or "HVB" - ------------------------------------------------------------------------------------------------------------------
the following Contract of Transfer of Room Ownership is concluded. 1. OBJECT OF THE TRANSFER OF OWNERSHIP 1.1 On the property, Gunther-Wagner-Allee 13, 30177 Hannover, 1st Floor, Property Register from Klein Buchholz Volume/Page 7589 (hereinafter referred to as the "SECURITY ROOM") of the Bayernfonds Immobiliengeschaft mbH & Co Objeckt Hannover Forum im Pelikan Viertel KG, Innere Wiener Str. 17, 81667 Munich, Commercial Registry No. 45696, District Court of Munich, in the framework of the project "Erection and Operation of a 3,200 km Long Glass Fibre Network in Germany" - the Mortgager has installed Contract of the Transfer of Room Ownership Page 2 of 10 of the Declaration from 21 January 2000 transmission systems including network elements such as multiplexers and repeaters as well the management software, accessory computer, operating system and database platforms needed for the surveillance and controlling of the network elements as well as any hardware otherwise required for the linkage of the network elements to the management system and the software running thereupon. 1.2 The exact location of the system parts is to be taken from the annexed copy of the site map that is an essential element of this contract. Provided that the transferred objects are only located within a specially marked section of the property, the marking is to be taken from the site map(s) as well. 1.3 The property owner has granted the Mortgager the usage of the property for the erection and operation of the system with the tenancy agreement from 16 JULY 1999. The system parts designated in Item 1.1, which were taken by the Mortgager in connection with the erection and/or operation of the systems/machines/equipment to the aforementioned property, and will be taken in the future, are only taken or erected there on the property for the duration of the contract of lease. Thus they are only bound to the property for a temporary purpose (Section 95 of the German Civil Code) and therefore do not pass into the possession of the property owner. 1.4 The conveyance extends to all objects and equipment named in Item 1.1 as well as other which are in connection with the erection and operation of the glass fibre network which currently and in the future shall be located in the aforesaid Security Room including all inventory, accessories and replacement parts and EDP systems required for operation. Furthermore, the ownership of the entire current and future erected system documentation by Nortel Dasa, comprised of hardware and the software installed thereupon, including all handbooks and control plans, shall be transferred according to the provisions of the Framework Contract from the 21st of September 1999 which is an essential component of this contract, along with modifications or addendums as well as the individual contracts which are based thereupon with the Mortgager. Contract of the Transfer of Room Ownership Page 3 of 10 of the Declaration from 21 January 2000 The Originator, Nortel Systems GmbH & Co. KG with its head office in the Hahnstrasse 37-39, 60528 Frankfurt am Main, concedes to the Bank the general usufruct in the scope which results from the schedule-bound General Business Contract between the Originator and the Mortgager in an amount of DM (German Marks) 46,539,974. --, entered into on 21 September 1999. The simple usufruct comprises in particular the right of freely using or allowing use by third parties of the currently and future erected software and currently and future delivered software of the system with the accompanying documentation in the framework of the agreement with the Mortgager for the purpose of operating the system hardware. The Originator grants the approval of transferring this simple usufruct in the framework of the exploitation in favour of the satisfaction of the stipulations named in Item 3 of this contract. The rights of the Bank stipulated under this Item 1.4 shall be afforded condition subsequent by the Originator provided that the rights of the Bank automatically end if the stipulations named in Item 3 of this contract have been completely satisfied. This is not the case if the satisfaction is carried out by proceeds obtained from the exploitation in the framework of the exploitation and thereby the simple usufruct is transferred. The declaration of the Originator forms an element of this contract. (ALL OBJECTS AND RIGHTS SHALL BE REFERRED TO AS THE "COLLATERAL GOODS" BELOW.) 1.5 The contractual parties are in agreement that all objects of the aforesaid kind currently situated in the designated Security Room, and all objects of the aforesaid kind which shall come to enter into the Security Room in the future, shall be transferred to the possession of the Bank (future interest, ownership, co-ownership), in each case at the time of their bringing into the Security Room. If the Bank at first only receives reversionary interests, the full ownership is directly transferred to the Bank, in each case at the time of the lapse of the reservation of ownership by the supplier. 2. DELIVERY REPLACEMENT The delivering of the collateral goods to the Bank is replaced by the Mortgager safeguarding it free of charge and carefully for the Bank. As far as third parties acquire direct possession of the collateral goods, the Mortgager shall already now assign his existing and future surrender claims to the Bank. Contract of the Transfer of Room Ownership Page 4 of 10 of the Declaration from 21 January 2000 3. AIMS OF SECURITY The transfer serves the securing of all existing, future and conditional claims against the Mortgager, to which the Dresdner Bank AG, the Kreditanstalt fur Wiederaufbau and the HVB are entitled with all their inland and foreign offices as well as inland and foreign subsidiaries from the granting of the credit pursuant to the Framework Credit Agreement from the 21st January 2000 including any eventual addendums/supplements. 4. DISCHARGE OF RESERVATIONS OF OWNERSHIP The Mortgager is obligated to allow any existing reservations of ownership to lapse via payment of the purchase price. The Bank is entitled to pay a remaining purchase price debt of the Mortgager at his own costs to the suppliers. 5. INVENTORY LISTS 5.1 The Mortgager must submit an inventory list of the collateral goods to be transferred to the Bank in regard to this contract at the latest by the 5th workday of each 6 months of the calendar year. For the observance of their legitimate interests, the Bank may also demand the forwarding of the inventory lists at shorter time intervals. The inventory list must contain information concerning the type, amount sizes/volumes, make and/or manufacturer. 5.2 The actual available inventory shall only then be transferred if the inventory lists are incorrect or incomplete in any way. Contract of the Transfer of Room Ownership Page 5 of 10 of the Declaration from 21 January 2000 6. REPLACEMENT AUTHORIZATION The Bank allows the Mortgager, in the framework of the maintenance necessary for the orderly operation of business, to procure the appropriate new parts for repair-needy machines/equipment or elements of the Collateral Goods. All measures, which are not absolutely necessary for the maintenances of the functioning capacities, require the approval of the Bank. 7. HANDLING AND MARKING OF THE COLLATERAL GOODS 7.1 The Mortgager must leave the Collateral Goods in each case in the Security Room; handle them with care at his own cost, and not conceal the transfer to third parties which have a legal or business interest therein. 7.2 For the protection of its legitimate interest, the Bank may mark the Collateral Good as its property in a purposeful seemingly manner. In the papers of the Mortgager, the transfer is to be clearly marked with the name of the Bank. 8. LEGAL RIGHTS OF LIEN OF THIRD PARTIES As far as a legal right of lien of a third party exists, in particular of a leaser, the Mortgager must provide evidence at the request of the Bank of the payment of the due interest or fee arising from the legal relationship in each case after the due date. If no evidence is provided, the Bank is authorized to pay the secured claim at the cost of the Mortgager in order to ward off the right of lien. Contract of the Transfer of Room Ownership Page 6 of 10 of the Declaration from 21 January 2000 9. INFORMATION OBLIGATIONS OF THE MORTGAGER The Mortgager must inform the Bank immediately if the rights of the Bank to the Collateral Goods are impeded or in jeopardy in any way by pledging or other measures carried out by third parties. 10. INSURANCE OF THE COLLATERAL GOODS 10.1 The Mortgager undertakes to keep insured, at his own cost, the Collateral Goods against the usual dangers and against those dangers which the Bank deems necessary after appropriate acknowledgement of the risks for the entire duration of the transfer in the full amount, and to provide evidence of such at the request of the Bank, in particular by submitting the insurance policy. At the request of the Bank, the Mortgager must request of the insurance company that they send the Bank a copy of the insurance policy. If the Mortgager has not taken out insurance, or not sufficient insurance, then the Bank may do so at the cost of the Mortgager. 10.2 The Mortgager shall assign all insurance and damage compensation claims, which the Mortgager acquires due to the loss and damages to the Collateral Goods, to the Bank in a separate security assignment contract. 11. INSPECTION RIGHT OF THE BANK 11.1 The Bank is entitled to inspect the Collateral Goods at their relevant location, or to have them inspected by their agents, and to be able to examine the books and records for inspection aims. 11.2 As far as the Collateral Goods are in the direct possession of third parties, the Mortgager shall instruct the third parties - as long as this is legally feasible - to grant the Bank admittance to the Collateral Goods and to provide all information they request concerning the Collateral Goods. Contract of the Transfer of Room Ownership Page 7 of 10 of the Declaration from 21 January 2000 12. EXPLOITATION RIGHT OF THE BANK 12.1 The Bank is entitled to exploit the Collateral Goods if the Creditee is in arrears with the due payments of the claims secured by this contract. The Bank shall only exploit the Collateral Goods in the scope that is necessary for the fulfilment of the claims in arrears. 12.2 The Bank will warn the Mortgager of the exploitation while setting a deadline. If the conclusion of this contract presents a commercial transaction for the Mortgager, the deadline shall be at least one week. In all other cases, it shall amount to one month. 12.3 The Bank may sell the Collateral Goods by freehand sales in its own name or in the name of the Mortgager. The Bank shall take into consideration the legitimate interests of the Mortgager. It can demand of the Mortgager that latter must exploit the Collateral Goods as best possible according to the instructions of the Bank, or that the Mortgager assists in the exploitation of said. The Mortgager must surrender immediately all proceeds to the Bank which were obtained from the exploitation of the Collateral Goods. 13. RETRANSFER, RELEASE OF SECURITIES 13.1 After the satisfaction of the claims secured by this contract, the Bank must retransfer the securities transferred under this contract to the Mortgager and surrender any eventual extra proceeds from the exploitation. The Bank shall, however, transfer these securities to a third party if it is obligated to do so; this would be the case, for example, if the Mortgager is at the same time the Creditee and a Guarantor has satisfied the Bank. 13.2 If more than one object has been transferred, or if other securities have been assigned in addition to this security, the Bank is obligated even before its complete satisfaction of the claims secured by the transfer of ownership to release in part or in whole the Collateral Goods transferred to it as well as other securities appointed to it (e.g. assigned demands, encumbrances) at its choice to the relevant Mortgager as long as the realisable value of all securities does not only temporarily exceed 110% of the secured claims of the Bank. Contract of the Transfer of Room Ownership Page 8 of 10 of the Declaration from 21 January 2000 13.2 As far as no agreement to the contrary has been made, the realisable value of the Collateral Goods for the aims of this Item 13 shall be investigated as follows: The market price is decisive at the time of the release demand. In the event that such is lacking: - the purchase price for the Collateral Goods which was bought by the Mortgager; - the manufacturer's price for the Collateral Goods which were manufactured or processed by the Mortgager himself; At first, the value of those Collateral Goods shall be deducted from the value assessed in this such way to which a third party has a priority charging lien (e.g. reservation of ownership, right of lien); however only in the amount of the secured claims of the relevant creditor. From the value that has been assessed so far - if the Collateral Goods are liquid assets- a security markdown in an amount of 25% due to possible minimum profits (e.g. in the event of a forced sale) shall be undertaken. In the event of moveable assets, decreasing (digressive) from the relevant preceding values, a security markdown of 33% per year after the purchase or manufacture - proportionately for each commenced year- shall be undertaken. 14. INTERPRETATION OF THE AGREEMENT/EVENTUAL AGREEMENT This contract is concluded in the all-round assumption that the Collateral Goods shall not be/have not become an essential component of the property despite the linkage with land and property, and taking into consideration the will of all involved parties. Rather it is assumed that it/they has/have remained independent moveable object(s). If the facility should nonetheless be assessed by a legally binding decision as an essential component of the property, and the ownership of the facility has passed to the possession of the property owner, the Mortgager has hereby already transferred to the Bank all rights arising from Contract of the Transfer of Room Ownership Page 9 of 10 of the Declaration from 21 January 2000 the forfeiture of the right and claims in the form that the Bank not only acquires the claim from Section 951f of the Federal German Civil Code, but all rights against the property ownership as well to which the Mortgager is entitled in consideration of the utilization authorization of the facility. 15. MISCELLANEOUS/ FINAL PROVISIONS 15.1 In addition, the General Terms and Conditions of Business of the Bank are effect for this contract. They are already known to the Mortgager and may be inspected in any branch office of the Bank. At request, these will also be forwarded. 15.2 The laws of the Federal Republic of Germany govern this contract. Legal venue and place of fulfilment is Frankfurt am Main, Germany. 15.3 No collateral agreements were made by word of mouth. Modifications to this contract are required in written form. The same applies to the cancellation of the written form agreement. 15.4 If one or more of the provisions of this contract should prove to be in whole or in part invalid or non-executable, the validity of the remainder of the contract is not affected by such. The parties shall replace the in whole or in part invalid or non-executable provisions by a valid provision with relates to the desired economic intentions and which comes closest to the provision to be replaced. This applies accordingly if the contract should prove to have contractual loopholes. 21.01.2000 /s/ - ---------------------------- ------------------------------------ Munich, the 21st of January 2000 (signature of the Mortgager) Contract of the Transfer of Room Ownership Page 10 of 10 of the Declaration from 21 January 2000 /s/ - ---------------------------- ----------------------------------- Munich, the 21st of January 2000 (signature of the Bayerische Hypo- und-Vereinsbank) /s/ - ---------------------------- ----------------------------------- Munich, the 21st of January 2000 (signature of the Originator) Contract of the Transfer of Non-technical Patent Rights Page 1 of 8 of the Agreement from 21 January 2000 Translation from the German Language Contract of Transfer Between the LambdaNet Communications GmbH, Hannover - hereinafter referred to as the "Company" or "Mortgager"- and the Bayerische Hypo- und Vereinsbank Aktiengesellschaft, Munich -hereinafter referred to as the "HVB" or the "Bank" - PREAMBLE: The COMPANY operates a 3,2000 km long glass fibre network in Germany and provides telephone services primarily to other telephone companies and service providers under the brand name "LambdaNet". For the COMPANY the following trademarks/brands (hereinafter referred to as "Patent Rights") are registered. - in the Trademark Roll of the German Patent Office
- ------------------------------------------------------------------------------------------------------------------ Registration number Trademark/brand International patent registration number - ------------------------------------------------------------------------------------------------------------------ 39947818.3-09 Lambda Net on your wa- ---- - ------------------------------------------------------------------------------------------------------------------ 39947817.5-38 Lambda Net on your wavelength ---- (logo, see annex) - ------------------------------------------------------------------------------------------------------------------
Contract of the Transfer of Non-technical Patent Rights Page 2 of 8 of the Agreement from 21 January 2000 - at the Harmonization Office in Alicante in the Registry of Joint Trademarks
- ------------------------------------------------------------------------------------------------------------------ Registration number Trademark/brand International patent registration number - ------------------------------------------------------------------------------------------------------------------ 1268549 LambdaNet ------ - ------------------------------------------------------------------------------------------------------------------ 1268515 Lambda Net on your wavelength (logo, ------ see annex) - ------------------------------------------------------------------------------------------------------------------
1. ASSIGNMENT AND TRANSFER 1.1 The COMPANY hereby transfers to the HVB all its current and future rights and entitlements, including all collateral rights, to which it is entitled or will be entitled on the basis of the aforementioned Patent Rights registered in the individual registries. For international registrations, all claimed national sections should each be transferred. The documents concerning the trademarks in question and other documents shall be transferred as well. 1.2 Furthermore, the COMPANY hereby assigns all current and future claims to which it is entitled, or will be entitled, from the infringement of these Patent Rights to the HVB. 1.3 The current rights are transferred with the conclusion of this contract and all future rights at the time of their origin. The surrender of the documents and other papers pertaining to the Patent Rights is compensated by the COMPANY providing fiduciary and free of charge safekeeping of such as the direct owner in such a way that the HVB acquires the direct ownership. If the papers in regard to the Patent Right should fall into the hands of third parties, the surrender shall be compensated by the COMPANY assigning its current and future surrender claims against these third parties to the HVB. Contract of the Transfer of Non-technical Patent Rights Page 3 of 8 of the Agreement from 21 January 2000 1.4 The HVB hereby accepts the assignment. 2 REGISTRATION/SURVIVING RIGHTS OF THE MORTGAGER 2.1 The HVB gives up, for the time being, the right to the registration of their legal proprietorship in the decisive registers for the individual patent rights. The HVB is, however, entitled, in the event of the existence of the prerequisites for usage pursuant to Section 8 of this contract, to disclose the actual legal proprietorship and to apply for and have registered the transcription of the rights to the HVB at the relevant competent governmental agencies and authorities. 2.2 THE COMPANY undertakes to make all necessary declarations for a transcription or to act on this endeavour. The COMPANY shall, at the initial request of the HVB, hand out all original documents and other papers concerning the patent rights. 2.3 The COMPANY remains authorised, until revocation by the HVB, to use the rights stipulated by this agreement, and to outwardly observe all rights and obligations of a legal proprietor as long as such does not affect the claims and rights of the Bank. 2. AIMS OF SECURITY The assignment serves to secure all existing, future and conditional claims against THE MORTGAGER, to which the HVB, THE Dresdner Bank AG and the Kreditanstalt fur Wiederaufbau (hereinafter referred to as "THE BANKS"), with all their inland and foreign offices as well as inland and foreign subsidiaries, are entitled from the granting of the credit pursuant to the Framework Project Credit Agreement from the 21st of January 2000. Contract of the Transfer of Non-technical Patent Rights Page 4 of 8 of the Agreement from 21 January 2000 4. INFORMATION OBLIGATIONS OF THE MORTGAGER 4.1 The COMPANY undertakes to inform the HVB immediately of future arising patent rights. 4.2 THE COMPANY undertakes to immediately inform the HVB of any modification of the patent rights, or respectively, the registrations. If the transferred rights should be pledged or otherwise impeded, the COMPANY must then inform the HVB of such immediately and report to the PLEDGOR immediately in writing on the charging lien of the HVB. 5. ASSISTANCE OBLIGATIONS OF THE MORTGAGER The COMPANY undertakes to make all declarations as well as certifications and/or other actions, or to have such carried out, at the request of HVB, which may - in particular pursuant to foreign laws - be necessary in order to secure and /or facilitate the realization of these rights and claims for the HVB and/or in regard to achieving the aims of this contract. The COMPANY authorizes the HVB to itself make such declarations where necessary, and to even submit them in the name of the Company and to itself undertake the appropriate actions. 6. OTHER OBLIGATIONS OF THE MORTGAGER 6.1 The Company ensures that they have validly acquired the above captioned patent rights and, in the meantime, have not disposed of these rights and that no obligations to relevant disposals have been lodged. Contract of the Transfer of Non-technical Patent Rights Page 5 of 8 of the Agreement from 21 January 2000 6.2 The COMPANY undertakes not to dispose of the rights set forth in this contract as long as the aims of the security of the contract at hand persist. 6.3 The COMPANY undertakes further to attend to and monitor the above captioned rights, to maintain the rights (securing of the proper usage of the brands, proper extension by payment of the fees required for such) and that it shall waive none of the transferred rights without the relevant approval of the HVB. 7. INSPECTION RIGHT OF THE BANK The HVB may, at any time, inspect the records of the relevant patent offices or registers concerning the transferred patent rights. The COMPANY hereby declares its consent to such. 8. RIGHTS OF UTILISATION OF THE BANK 8.1 In the event of the termination of the secured credit agreement and/or if the Company is in arrears with the due payments of the claims secured by this contract, has discontinued its payments, or has applied for commencement of court insolvency proceedings of its property, then the HVB is entitled to utilize the transferred patent rights including all collateral claims as well as the securities transferred along with such and their rights and claims in any legally permissible way. Before such, the HVB shall notify the Company of these measures - as far as is feasible - while observing a deadline of one month. If the HVB exploits its utilization right, then the usage authorization of the company pursuant to Section 2 of this contract expires. 8.2 The HVB may sell the patent rights taking into the consideration the legitimate interests of the COMPANY, in particular by freehand sales in their own name or in the name of the Company. Contract of the Transfer of Non-technical Patent Rights Page 6 of 8 of the Agreement from 21 January 2000 HVB may demand of the COMPANY that said exploit as best possible the patent rights according to their instructions, or that they assist in the exploitation. The COMPANY must then surrender all proceeds from the exploitation of the patent rights immediately to the HVB. 8.3 In the event of the exploitation of the patent rights in the framework of the security aims, the exploitation proceeds shall be used in the order designated in the separately concluded Securities Pool Contract from the 21st of January 2000. 9. RETRANSFER, RELEASE OF SECURITY 9.1 After satisfaction of the claims secured by the transfer, the HVB will retransfer to the Company all patent rights transferred to them as well as the documents and other rights transferred to them so far, and shall surrender any possible extra proceeds from the usage. If a guarantor or other third party satisfies the HVB, then the latter is entitled to transfer their rights to the guarantor or third party. 9.2 The HVB is already obligated even before the complete satisfaction of the claims secured by the transfer, at the request of the COMPANY, to release the rights transferred to the COMPANY, documents and other rights as well as any other securities of their choice assigned by said in part or in whole to the COMPANY if the realisable value of all securities does not only temporarily exceed 110% of the secured claims of the HVB. 10. COSTS The costs, which arise in connection with the erection and execution of this contract, in particular for the maintenance of the patent right holdings, are borne by the Company. Contract of the Transfer of Non-technical Patent Rights Page 7 of 8 of the Agreement from 21 January 2000 11. SUPPLEMENTARY PROVISIONS 11.1 Frankfurt am Main is agreed as the place of fulfilment and legal venue for all obligations arising from this contract. 11.3 This contract is subject to the laws of the Federal Republic of Germany. 11.3 Modifications and supplements to this contract are required in written form in order to reach validity. The same is true for the waiver of this form requirement. Collateral agreements have not been made. 11.4 If one or more of the provisions of this contract should prove to be invalid or non-executable, then the validity of the remaining provisions is not affected by such. The contractual parties shall replace any such invalid or non-executable provisions with a regulation, which corresponds to the original economic intention, and which comes closes to the content of the provision to be replaced. The same is true if any contractual loopholes in need of amending crop up. 11.5 As for the rest, the General Terms and Conditions of Business of the HVB are in effect. They may be viewed at any time at the HVB AND will be made available at request. Munich, 21 January 2000 /s/ ----------------------------------- LambdaNet Communications Gmbh Contract of the Transfer of Non-technical Patent Rights Page 8 of 8 of the Agreement from 21 January 2000 Munich, January 21 2000 /s/ -------------------------- Bayersiche Hypo- und Vereinsbank Aktiengesellschaft Annex: logo "'Lambda Net on your wavelength" CONTRACT OF HYPOTHECATION FOR ACCOUNT CREDIT PAGE 1 OF 5 OF THE DECLARATION FROM 21 JANUARY 2000 Translation from the German Language - ---------------------------------------------------------------------------------------------------------- Contract of Hypothecation for Account Credit - ---------------------------------------------------------------------------------------------------------- Between: Name/company and address of the Mortgager: Name/company and address of the Mortgager: LambdaNet Communications GmbH LambdaNet Communications GmbH Gunther-Wagner-Allee 18 Gunther-Wagner-Allee 18 30177 Hannover 30177 Hannover Account no.: 1 024 061 registered in the Commercial Register - No. 57818, District Court of Hannover, Germany at the Dresdner Bank AG, Friedrichshafen Branch, bank code: 651 800 05 (hereinafter referred to as the "Mortgager" - ---------------------------------------------------------------------------------------------------------- and the Bayerische Hypo- und Vereinsbank Aktiengesellschaft Munchen (hereinafter also referred to as the "Pool Leader") Dresdner Bank AG, Frankfurt Kreditanstalt fur Wiederaufbau, Frankfurt (hereinafter individually referred to as the "Bank" or together as "the Banks") - ----------------------------------------------------------------------------------------------------------
the following Contract of Hypothecation for Account Credit is concluded: The MORTGAGER maintains the following listed accounts at the below captioned credit institutes (hereinafter referred to as the "Account Managing Credit Institutes" in this agreement): CONTRACT OF HYPOTHECATION FOR ACCOUNT CREDIT PAGE 2 OF 5 OF THE DECLARATION FROM 21 JANUARY 2000 Dresdner Bank AG, Hannover Branch, Rathenaustr. 4, 30159 Hannover, Germany Account number: 7 000 455, bank code: 250 800 20 Dresdner Bank AG, Friederichshafen Branch, Friedrichstr. 97, 88045 Friedrichshafen, Germany Account number: 1 024 061, bank code: 651 800 05 Deutsche Bank AG Hannover, Georgsplatz 20, 30159 Hannover, Germany Account number: 011 95 03, bank code: 250 700 70 1. PLEDGING The MORTGAGER hereby pledges to the BANKS its respective claims of equal importance against the ACCOUNT MANAGING CREDIT INSTITUTES from the above captioned accounts, including interest. If documents are issued beyond these claims (e.g. bank books, savings bonds), such shall be surrendered to the POOL LEADER. 2. AIMS OF SECURITY The lien serves the securing of all existing, future and conditional claims against the MORTGAGER to which the BANKS, with all their inland and foreign offices as well as all inland and foreign subsidiaries, are entitled from the granting of the credit pursuant to the Framework Project Credit Agreement from 21 January 2000 including any eventual addendums/supplements. 3. UTILIZATION RIGHT OF THE BANK 3.1 If the Borrower is in arrears with the fulfilment of the payment obligation, the BANKS are authorized to exploit pledged objects due to the amount in arrears. CONTRACT OF HYPOTHECATION FOR ACCOUNT CREDIT PAGE 3 OF 5 OF THE DECLARATION FROM 21 JANUARY 2000 3.2 The BANKS shall previously issue a warning to the MORTGAGER in writing of the exploitation of the pledged objects while setting a deadline. This warning can be connected with a payment demand. The deadline must amount to 1 week at the least. 4. RETURN, RELEASE OF SECURITY 4.1 After satisfaction of their claims secured by the hypothecation, the BANKS must surrender the pledged objects and any extra proceeds to the Mortgager. The BANKS shall, however, surrender the pledged objects to a third party, if they are obligated to do so. 4.2 The BANKS are obligated at request, even before the complete satisfaction of their claims secured by the hypothecation, to in whole or in part release to them the assigned securities (e.g. assigned claims, encumbrances) of their choice to the respective MORTGAGER, as long as the realizable value of all securities does not only temporarily exceed 110% of the secured claims of the BANKS. 4.3 The BANKS shall take into consideration the legitimate interests of the MORTGAGER and the clients of additional securities when selecting the securities to be released. 5. GENERAL RIGHT OF LIEN OF THE BANKS A general right of lien to which the BANKS are entitled under No. 14 of their General Terms and Conditions of Business, even to assets of the Mortgager not affected by this hypothecation contract, remains unaffected. CONTRACT OF HYPOTHECATION FOR ACCOUNT CREDIT PAGE 4 OF 5 OF THE DECLARATION FROM 21 JANUARY 2000 6. MISCELLANEOUS/FINAL PROVISIONS 6.1 In addition, the General Terms and Conditions of Business of the POOL LEADER are effective. Said is already known to the Mortgager and may be inspected further in any branch office of the BANK. At request, they shall also be forwarded by the POOL LEADER. 6.2 The laws of the Federal Republic of Germany govern the provisions of this contract. Legal venue and place of fulfilment is Frankfurt am Main, Federal Republic of Germany. 6.3 Collateral agreements by word of mouth have not been made. Modifications to this contract are required in writing. This is also true of the cancellation of such agreement in written form. 6.4 If one or more of the provisions in this contract should prove to be invalid, in part or in whole, or should prove to be non-executable, such shall not affect the validity of the remainder of the contract. The parties shall replace the partially or wholly invalid or non-executable provisions by a valid provision that comes closest to the intended purpose and content of the provision to be replaced. The same is true accordingly if the contract should prove to have contractual loopholes. Munich, the 21st of January 2000 /s/ ---------------------------------- LambdaNet Communications GmbH Munich, the 21st of January 2000 /s/ ---------------------------------- Bayerische Hypo- und Vereinsbank AG CONTRACT OF HYPOTHECATION FOR ACCOUNT CREDIT PAGE 5 OF 5 OF THE DECLARATION FROM 21 JANUARY 2000 Munich, the 21st of January 2000 /s/ ---------------------------------- Dresdner Bank AG Munich, the 21st of January 2000 /s/ ---------------------------------- Kreditanstalt fur Wiederaufbau - --------------------------------------------------------------------------------------------------------- CONTRACT OF ASSIGNMENT - --------------------------------------------------------------------------------------------------------- - ----------------------------------------------------- --------------------------------------------------- BETWEEN: Name of the Loan/Credit Borrower: Name and address of the Party furnishing the LambdaNet Communications GmbH Security: Account No: 1 024 061 LambdaNet Communications GmbH at Dresdner Bank AG, Friedrichshafen Branch Gunther Wagner Allee 18 Bank Sort code: 651 800 05 30177 Hannover Trade Registry No: HRB 578818 Court of Hanover (hereinafter referred to as the "Party furnishing the Security") - ----------------------------------------------------- --------------------------------------------------- AND THE Bayersichen Hypo und Vereinsbank Aktiengesellschaft, Munich (hereinafter referred to as"HVB" or "Bank") - ----------------------------------------------------- ---------------------------------------------------
the following contract of assignment is concluded: 1. OBJECT OF THE ASSIGNMENT 1.1 The Party furnishing the Security is the proprietor of the following claims: - - All claims against the general enterprise Nortel Dasa Network Systems GmbH & Co KG, Hahnstr. 37-39, 60528 Frankfurt-am-Main, Trade Registry No: HRB 1378, Court of Friedrichshafen, in respect of the project [supply, installation and commissioning of the transmission systems for the pan-German glass fibre network of the Party furnishing the Security with 21 effective sites. The transmission systems include both the network elements such as multiplexers and repeaters as well as the necessary management software for the monitoring and control of the network elements, the computer belonging to this, the operating system and databank platforms as well as other necessary hardware and software for the connection of the network elements to the management system. Contract of Assignment Page 2 of the declaration dated 21.01.2000 In addition the general enterprise shall supply the regular and optional services for all the systems supplied within the framework of this contract] in accordance with the framework agreement covering the purchase of transmission systems and the services linked hereto dated 21.09.1999 in addition to the addenda and supplements and the respective individual contracts in connection with this framework agreement, in particular the claims to unrestricted usable and operational total execution of the installations as well as all contractual or valid statutory guarantee claims, the claim to contract penalties and the claim to repayment of the deposit/advance payment implemented by the Party furnishing the Security , respectively together with the securities received for the securing of the claims as well as the claims to use of the software produced with the Party furnishing the Security and supplied with the related documentation as well as all claims from the fee and undertaking letter and the assignment agreement. - - All claims against - The Bayerfonds Immobiliengesellschaft mbH & Co Object Hannover Forum in the Pelikan Viertel KG, Innere Wiener Str. 17, 81667 Munich, Trade Registry No: HRB 45696, Court of Munich, arising from the Rental Contract dated 16.07.1999 in respect of the site Gunther Wagner Allee 13, 30177 Hanover, registered in the Land Registry by Klein Buchholz, Sheet 7589, lot 3/18, cadastral district 20. - The Lech Elektrizitatswerke (Power Station) AG, Schaezlerstrasse 3, 86150 Augsburg, Trade Registry No: HRB 6164, Court of Augsburg, arising from the Rental Contract dated 01/07.07.1999 in respect of the premises in the basement (North side) of the industrial hall Hirtenmahdweg 8, 86154 Augsburg. - The GfW Gesellschaft fur Wohnsitz mbH & Co KG, Robert Heuser Str. 15, 50968 Cologne represented by Rentax Gesellschaft fur Grundbesitzanlagen (landed properties) mbH Rosenstr. 1-3, 10178 Berlin, Trade Registry No: HRB 61512, Court of Berlin Charlottenburg, arising from the Rental Contract dated 22/24.06.1999 in respect of the industrial estate component part A of the building, KG, Alboinstr. 36-42, 12103 Berlin. - The Immobilien Beteiligungsgesellschaft (Real estate joint-venture company) Dr Franz Kratz KG, Trade Registry No: HRB 1629, Court of Cologne, arising from the Rental Contract dated 20./26.07.1999 in respect of the administration area in the object Jahnplatz / Niederwall 2 / Renteistrasse, 33602 Bielefeld. Contract of Assignment Page 3 of the declaration dated 21.01.2000 - The Georg Simon Grundbesitz Objekt Regensburg KG, Hermann-Ritter-Strasse 108, 28197 Bremen, Trade Registry No: HRA 73208, Court of Munich, arising from the Rental Contract dated 23./29.06.1999 in respect of the usable space of the building CIF-Vers.-B, Hermann-Ritter-Strasse 104-106, 28197 Bremen. - The TRD-Reisen Fritz Fischer GmbH & Co. KG, Im Spahenfelde 51, 44143 Dortmund, Trade Registry No: HRA 6661, Court of Dortmund for the KOMMANDITGESELLSCHAFT (limited partnership) and Trade Registry No: HRB 3499, Court of Dortmund for the Geschaftsfuhrungs GmbH, arising from the Rental Contract dated 25.06./01.08.1999 inclusive of the addenda dated 01.08./30.08.1999 and 21.10.1999 in respect of the areas for storage and use in the object Reisebuspark (Coach Park), Im Spahenfelde 51, 44143 Dortmund. - The ESAG Energieversorgung (Sachsen Ost AG, Friedrich-List-Platz 2, 01069 Dresden, Trade Registry No: HRB 965, Court of Dresden, arising from the Rental Contract dated 29.10./22.11.1999 in respect of the premises in the city centre at the main rail station in Dresden, Room D- 1.11 - The F.W. Hempel & Co.Erze und Metalle GmbH & Co; Leopoldstrasse 16, 40211 Dusseldorf, Trade Registry No: 10774, Court of Dusseldorf, arising from the interim Rental Contract dated 26.06.1999 as well as the final Rental Contract yet to be concluded on the premises in the office building Leopoldstr. 16, 40211 Dusseldorf. - The Commerzbank AG, Kaiserplatz, 60311 Frankfurt/Main, Trade Registry No: HRB 32000, Court of Frankfurt am Main, arising from the Rental Contract dated 13.09./21.09.1999 in respect of the site Juri-Gagarin-Ring 86, 99084 Erfurt. - The Deutsche Post AG, Generaldirektion, Bundeskanzlerplatz 2-10 / Bonn-Centre, 53113 Bonn, Trade Registry No: HRB 6792, Court of Bonn, arising from the Rental Contract dated 22.06./06.07.1999 together with the addendum dated 28.07./ 03.08.1999 in respect of the site Deutsche Post Immobilien Essen (Hauptpost), Hachestrasse 2-8 - The Frankfurter Societats-Druckerei GmbH, Frankenallee 71-81, 60327 Frankfurt/ Main, Trade Registry No: HRB 7285, Court of Frankfurt am Main, arising from the Rental Contract dated 07.06.1999 in respect of the site Frankenallee 71-81, 60327 Frankfurt/Main. Contract of Assignment Page 4 of the declaration dated 21.01.2000 - The Immobilien GbR Hamburg, Wendenstrasse 408, 20537 Hamburg, arising from the Rental Contract dated 08./13.07.1999 in respect of the site Wendenstrasse 408, 20537 Hamburg ("Luisenhof"). - The Technologiepark Karlsruhe GmbH, Albert-Nestler-Strasse 9, 76131 Karlsruhe, Trade Registry No: HRB 6764, Court of Karlsruhe, arsing from the Rental Contract dated 17./21.06.1999 in respect of the site Albert-Nestler-Strasse 7, 76131 Karlsruhe, Building 7H in the Technology Park Karlsruhe. - The married couple Prof. Dr. Josek Campinge, represented by Immobilien- und Verwaltungsgesellschaft mbH, Franzstrasse 81, 50935 Cologne, arising from the Rental Contract dated 15.07./04.08.1999 in respect of the object a former cinema, Theodor-Babilon-Strasse 1-3, Cologne, recorded at the Land Registry of Koln-Deutz, Volume 72, Sheet 2/19, Lot 235, Cadastral District 851. - The joint clients Rudolf Geray / Walter Grisslich, Zettachring 6, 70567 Stuttgart arising, from the Rental Contract dated 10./14.06.1999 in respect of the site Business Park Leipzig, Maximilianallee 4, 04129 Leipzig. - The GbR Magdeburg Universitatsplatz, Ziegelhuttenweg 43, 60598 Frankfurt/ Main arising from the Rental Contract dated 23.06.1999 in respect of the site Erzbergerstrasse 1, 39104 Magdeburg. - Mr Manfred Schnitzler, Belchenstrasse 39, 68163 Mannheim, arising from the Rental Contract dated 15./24.06.1999 in respect of the site Flossworthstrasse 16, 681999 Mannheim-Neckarau - The Simon Grundbesitz Zehnder & Partner AG & Co. KG, Enzianstrasse 10, 82031 Grunwald, Trade Registry No: HRA 67361, Court of Munchen, arising from the Rental Contract dated 04./10.06.1999 in respect of the site Arnulfstrasse 205, 80634 Munchen, (Office building A) - Mr Gerd Schmelzer, Further Strasse 212, 90429 Nurnberg arising from the Rental Contract dated 10.06./10.07.1999 in respect of the site Further Strasse 212, 90429 Nurnberg, (Development 76) - Mr Karl-Peter Reck, Zettachring 6, 70567 Stuttgart arising from the Rental Contract dated 10./22.06.1999 in respect of the premises in the Business Park Stuttgart, Zettachring 10, 70567 Stuttgart - The Hohn Grundstucksverwaltungs-GmbH & Co. KG, Hertzstrasse 2, 97076 Wurzburg, Trade Registry No: HRA 4677, Court of Wurzburg arising from the Rental Contract dated 25.06.1999 in respect of the site Hertzstrasse 2, 97076 Wurzburg Contract of Assignment Page 5 of the declaration dated 21.01.2000 - in particular the respective claims for contractual fulfilment, the contractual or statutory guarantee claims and the claims to contract penalties; - all claims against the CNB Communications Netmanagement Bremen GmbH, Theodor Heuss Allee 20, 28215 Bremen address, arising from the RENTAL CONTRACT dated 04.10.1999 in respect of the rental object: two pipes in accordance with CNB standard, which run from public ground (shaft of the CNB) to the entry to the house of Hermann Ritter Strasse 106, in particular the claims for contractual fulfilment, the contractual or statutory guarantee claims and the claims to contract penalties; - all claims against / the company GasLINE Telekommunikationsgesellschaft deutscher Gasversorgungsunternehmen mbH & Co. KG, Huttropstr. 60, Essen, Trade Registry No: HRA 6624, Court of Essen and HRB 12223, Court of Essen for the general partner from the contract covering the use of optical wave guides and system engineering rooms dated 14.07.1999, in particular the claims to contractual provision and maintenance of optical wave guides and system engineering rooms, the contractual or statutory guarantee claims, the claims to contract penalties and the claims to repayment of the deposit/advance payment implemented by the party furnishing the Security, respectively together with the securities received for the securing of these claims; - as well as from the contract before the notary Hans-Friedrich Kreyer, Bochum dated 14.07.1999, Document Register No: 99/00142 (contract of loan and convertible bond), - all claims against the company - Corporate Network Essen Gesellschaft fur Telekommunication mbH, am Alfredusbad 8, 45133 Essen, arising from the Rental Contract for optical wave guides dated 10.09.1999, Contract of Assignment Page 6 of the declaration dated 21.01.2000 - LEWTelNet GmbH, Hubnerstrasse 3, 86150 Augsburg, arising from the Rental Contract for optical wave guides dated 32./25.08.1999 - BerliKomm Telekommunikationsgesellschaft mbH, Hohenzollerndamm 44, 10713 Berlin, arising from the Rental Contract for optical wave guides dated 22.09.1999 - BITel Gesellschaft for Telekommunikatio, Schildescher Strasse 16, 30519 Hannover, arising from the Rental Contract for optical wave guides dated 13./19.08.1999 - EWE TEL GmbH, Cloppenburger Strasse 3000, 26133 Oldenburg, arising from the Rental Contract for optical wave guides dated 20.09.1999 - CNB Communications Netmanagement Bremen GmbH, Theodor-Heus-Allee 20, 28215 Bremen, arising from the Rental Contract for optical wave guides dated 22./23.09.1999 - DOKOM GmbH, Stockholmer Allee 24, 44269 Dortmund, arising from the Rental Contract for optical wave guides dated 13./16.08.1999 - ESAG Energieversorgung Sachsen Ost AG, Friedrich-List-Platz 2, 01069 Dresden, arising from the Rental Contract For optical wave guides dated 31.08./01.09.1999 - COLT Telecom GmbH, Uerdinger Strasse 90-92-, 40474 Dusseldorf, arising from the Rental Contract for optical wave guides dated 20./27.09.1999 - Corporate Network Essen Gesellschaft fur telekommunikation mbH, Am Alfredusbad 8, 45133 Essen, arising from the Rental Contract for optical wave guides dated 10.09.1999 - COLT Telecom GmbH, Magnusstrasse 13, 50672 Koln, arising from the Rental Contract for optical wave guides dated 07./08.10.1999 - Magdeburg-City-Com GmbH, Rogatzer Strasse 22-30, 39106 Magdeburg, arising from the Rental Contract for optical wave guides dated 10.08./01.09.1999 - Manet GmbH Gesellschaft fur Telekommunikation ind Information, Luisenring 49, 68159 Mannheim, arising from the Rental Contract for optical wave guides dated 10.09./16.09.1999 - M"net Telekommunikations GmbH, Corneliusstrasse 10, 80496 Munchenn, arising from the Rental Contract for optical wave guides dated 27./30.08.1999 - NEFkomTelekommunikations GmbH & Co. KG, Spittlertorgraben 13, 90429 Nurnberg, arising from the Rental Contract for optical wave guides dated 13./24.08.1999 - Wurzburger Telekommunikationsgesellschaft mbH, Bahnhofsstrasse 12, 97070 Wurzburg, arising from the Rental Contract for optical wave guides dated 06.08.1999 Contract of Assignment Page 7 of the declaration dated 21.01.2000 - in particular respective claims for the contractual provision of the optical wave guides, the respective contractual or valid statutory guarantee claims, the respective claim to contract penalties and the respective claim to repayment of the deposit/advance payment implemented by the Party furnishing the Security, respectively together with the securities received for the securing of these claims; - the necessary PERMISSIONS, AUTHORISATIONS, CONCESSIONS etc. for the setting up / execution and the operation of the project enterprise insofar as legally permissible; - - all claims against the following insurance company - Generali Lloyd Versicherung AG, Humboldtstr. 31, 40237 Dusseldorf, Trade Registry No: HRB 90789 Court of Munich, arising from the INSURANCE RELATIONSHIP in accordance with the insurance contract for work travel, comprehensive insurance cover No: K 3180893 dated 02.12.1999, in particular the claim to payment of insurance settlements to the Party furnishing the Security; - Wurtembergische und Badische Versicherungs-Aktiengesellschaft, Karlstrasse 68 - 72, Heibronn arising from the INSURANCE RELATIONSHIP in accordance with the interim insurance contract for telecommunications insurance as well as company liability dated 30.12.1999, in particular the claim of payment of insurance settlements due to the Party furnishing the Security; 1.2 THE PARTY FURNISHING THE SECURITY assigns herewith all existing, conditional and future claims to the BANK in accordance with Clause 1.1. 1.3 The BANK herewith accepts the afore-mentioned assignment. Contract of Assignment Page 8 of the declaration dated 21.01.2000 2. THE TIME OF THE TRANSFER OF THE CLAIMS AND DEMANDS The current and conditional claims and demands are transferred to the BANK with the conclusion of this contract, all those arising in future correspondingly. 3. PURPOSE OF THE SECURITY The assignment serves as security for all existing, future and conditional claims, which the HVB, the Dresdner Bank AG and the Kreditanstalt fur Wiederaufbau [Loan Institution for Reconstruction] (hereinafter referred to as "THE BANKS") with their total in national and foreign business sites as well as the national and foreign subsidiaries arising from the guaranteeing of the loan in accordance with the framework project loan contract dated 21.01.2000 against THE PARTY FURNISHING THE SECURITY. 4. TRANSFER OF THE RIGHTS AND SECURITIES With the assigned claims and demands all rights arising from the basic legal transaction are transferred to the BANK. Insofar as securities have been reserved which are not transferred by force of law to the BANK, the BANK can demand their assignment, in so far as this lies in the legal province of THE PARTY FURNISHING THE SECURITY. 5. ANNOUNCEMENT OF THE ASSIGNMENT / COLLECTION IN RESPECT OF ENFORCEMENT THROUGH THE PARTY FURNISHING THE SECURITY 5.1 THE PARTY FURNISHING THE SECURITY shall instruct the BANK, to notify (a) third party creditor(s) of the assignment on their behalf. As a matter of principle the Party furnishing the Security is permitted to enforce the demands assigned to the Bank within the framework of an orderly company operation. Contract of Assignment Page 9 of the declaration dated 21.01.2000 5.2 If the Party furnishing the Security should receive cheques or bills of exchange for payment of the demands, which have been assigned to the BANK, the Party furnishing the Security assigns all claims to the same to which they are entitled in advance to the BANK as a safeguard. The BANK can repeal or restrict the collection authority or impose conditions on the collection in order to preserve their rightful interests. 6. ENFORCEMENT OF THE CLAIMS BY THE BANK 6.1 The Bank is entitled to oppose the enforcement of an authority allowed to the Party furnishing the Security in accordance with Clause 5.2 as well as the claims and rights which have been transferred to them in accordance with Clause 4, to enforce, if the borrower is in arrears with payments due on the demands which are secured by this contract, ceases their payments or has applied for judicial proceedings for insolvency in respect of their assets. The Bank shall only seize these measures to the extent that is necessary for the fulfilment of the overdue demands. 6.2 The Bank shall give the Party furnishing the Security 2 weeks notice in writing of the threat to enforce the claims. A threat and setting of a deadline is not however necessary if the Party furnishing the Security has ceased to implement payments or the opening of bankruptcy proceedings on their assets has been applied for. 7. OBLIGATION OF NOTIFICATION OF THE PARTY FURNISHING THE SECURITY In the event that the assigned demands are distrained or otherwise restricted the Party furnishing the Security shall notify the Bank without delay and the lienholder in writing of the Bank's security entitlement without delay. Contract of Assignment Page 10 of the declaration dated 21.01.2000 8. THE BANK'S RIGHTS TO INSPECT AND AUDIT 8.1 The Party furnishing the Security is obliged to provide the Bank on request with all information, proofs and documents which are necessary for the evaluation and enforcement of the assigned demands and claims. In the case of the use of EDP systems the Party furnishing the Security is to print out the necessary documentary proof; in the event that the print-out is not executed, the necessary data-carriers and EDP programs are to be handed over to the Bank so that they can produce the print-outs themselves. 8.2 The Party furnishing the Security permits the Bank to inspect their documents or to have them inspected by an authorised agent for the investigation and enforcement of the assigned demands and claims. 9. BLANKET NOTIFICATION LETTERS The Party furnishing the Security shall hand over blanket notification letters to the Bank, on request, for the information of third party debtors of the assignment. The Bank is entitled to polycopy blanket notification letters signed by the Party furnishing the Security. 10. RELEASE OF THE SECURITIES 10.1 After the satisfaction of the secured claims the Bank shall retransfer the assigned demands and claims and hand over any possible surplus arising from the liquidation thereof. The Bank shall however transfer the security to a third party if they are obliged to do so; i.e. in the event that the furnisher of the Security is at the same time the borrower and a guarantor has satisfied the Bank. 10.2 The Bank is already obliged on request to release the securities (e.g. transferred objects, land charges) secured by the assignment, Contract of Assignment Page 11 of the declaration dated 21.01.2000 before total satisfaction of their claims, to the respective furnisher of the Security at their discretion either partially or wholly, insofar as the realisable value covering 110% of all the secured claims of the Bank is not only temporarily surpassed. Insofar as possible additional contracts of security at a lower per cent rate are laid down this lower rate shall be decisive. 11. EVALUATION OF THE CLAIMS 11.1 The starting point for the establishing of the realisable value of the assigned demands or claims is the nominal value or estimated value. The following demands shall be deducted from the assigned demands, - those where the Bank has not acquired the demands by reason of a prohibition of assignment; - those where counter demands exist which can be offset; - those where the validity of the assignment in respect of the registered office of the third party debtors being overseas or where the application of foreign law on the part of the Bank with reasonable expenditure cannot be established; - those which are afflicted with defence because the supplies and services on which they are based have not been fully implemented. 11.2 A deduction of 30% from the above-mentioned nominal value or estimated value shall be made as security. 11.3 THE PARTY FURNISHING THE SECURITY and the BANK can demand a new evaluation of the collateral security, if the latter's actual value considerably deviates from the established value as a result of ad interim alterations. Contract of Assignment Page 12 of the declaration dated 21.01.2000 12. OTHER / FINAL CONDITIONS 12.1 In addition the general conditions of business of the BANK are applicable. These are already known to the Party furnishing the Security and can in any case be seen in every branch of the BANK. On request they will be sent by the BANK. 12.2 German Law is applicable. The place of performance and jurisdiction is Frankfurt-am-Main. 12.3 Verbal agreements have not been made. Alterations to this contract must be made in writing to be legally valid. This is also applicable for the removal of this condition. 12.4 Should one or several conditions of this contract be partially or wholly ineffective or prove to be unworkable, the effectiveness of the remainder of the contract shall not be affected. The parties shall replace the partially or wholly ineffective condition(s) by (an) effective condition(s) which correspond(s) to the economic purpose desired and the content of the condition(s) to be replaced as closely as possible. This is applicable correspondingly for the event that the contract should prove to have any gaps in the regulations. Signatures: /s/ Munich, 21.01.2000 ................................. (Signature of Party furnishing the Security ) /s/ Munich, 21.01.2000 ................................. (Signature of the Bayerschen Hypo- und Vereinsbank AG)) To the Bayersche Hypo- und Vereinsbank AG Munich, 20.01.2000 Ladies and Gentlemen, We have concluded a framework agreement with the company LambdaNet Communications GmbH Gunther Wagner Allee 18, 30177 Hannover (hereinafter referred to as "LambdaNet") on 21.09.1999 for the amount of DEM 46,539,974.00. We are aware that the company LambdaNet has assigned or will assign their claims to you. We hereby declare that we are expressly in agreement with the said assignment. Munich, 21.01.2000 /s/ ........................................ Nortel Dasa Network Systems GmbH & Co KG - ------------------------------------------------------------------------------ Auseinandersetzungsguthaben credit balance in case of partition - ------------------------------------------------------------------------------ Ausgleichsanspruch claim for adjustment - ------------------------------------------------------------------------------ Belastungsfreiheit freedom from encumbrance - ------------------------------------------------------------------------------ Gewinnbezugsrecht right to draw a share of profits - ------------------------------------------------------------------------------ Liquidationserlos liquidation proceeds - ------------------------------------------------------------------------------ Nachschusspflicht liability to make further contributions - ------------------------------------------------------------------------------ Pfandobjekt pledged property - ------------------------------------------------------------------------------ Pfandrechte (right of) lien - ------------------------------------------------------------------------------ Pfandungserklarung declaration of pledge - ------------------------------------------------------------------------------ Pfandungsvertrag contract of pledge - ------------------------------------------------------------------------------ Sicherungsrecht security right - ------------------------------------------------------------------------------ Verfugungsbefugnis power of disposal - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ EX-10.7 5 ex-10_7.txt EXHIBIT 10.7 Exhibit 10.7 DATED MAY, 2000 EURO 480 MILLION MULTI-TRANCHE SENIOR FACILITY AGREEMENT between FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GMBH as borrower FIRSTMARK COMMUNICATIONS DEUTSCHLAND GMBH as guarantor DEUTSCHE BANK AG as arranger and fronting bank DEUTSCHE BANK LUXEMBOURG S.A. as facility agent DEUTSCHE BANK LUXEMBOURG S.A. as security agent and EACH FINANCIAL INSTITUTION LISTED IN SCHEDULE 1 each as a Lender Hengeler Mueller Slaughter and May Bockenheimer Landstrasse 51 D-60325 Frankfurt am Main Germany CONTENTS Page 1. DEFINITIONS AND INTERPRETATION 1 2. GRANT OF THE FACILITIES 22 3. THE TRANCHE A FACILITIES 22 4. THE TRANCHE B FACILITY 23 5. THE TRANCHE C FACILITY 23 6. THE TRANCHE D FACILITY 25 7. AVAILABILITY OF THE FACILITIES 29 8. INTEREST PERIODS 33 9. PAYMENT AND CALCULATION OF INTEREST AND FRONTING GUARANTEE FEES 33 10. ALTERNATIVE INTEREST RATES 34 11. REPAYMENT AND VOLUNTARY PREPAYMENT 36 12. MANDATORY PREPAYMENT 37 13. CANCELLATION OF COMMITMENTS 38 14. TAXES 40 15. TAX RECEIPTS AND TAX CREDITS 41 16. CHANGES IN CIRCUMSTANCES 42 17. MITIGATION 43 18. GUARANTEE AND INDEMNITY 45 19. REPRESENTATIONS 48 20. INFORMATION 55 21. FINANCIAL COVENANTS 58 22. BORROWER'S COVENANTS 59 23. EVENTS OF DEFAULT 67 24. DEFAULT INTEREST AND INDEMNITY 73 25. CURRENCY OF ACCOUNT AND PAYMENT 75 26. PAYMENTS 75 27. SET-OFF 77 28. PROPORTIONATE SHARING 77 29. COMMITMENT COMMISSION AND FEES 79 30. COSTS AND EXPENSES 79 31. THE AGENT, THE SECURITY AGENT, THE ARRANGER AND THE LENDERS 81 32. ASSIGNMENTS AND TRANSFERS 86 33. DISCLOSURE OF INFORMATION 87 34. CALCULATIONS AND EVIDENCE OF DEBT 89 35. REMEDIES AND WAIVERS, PARTIAL INVALIDITY 90 36. NOTICES 90 37. AMENDMENTS 91 38. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 92 39. LAW AND LANGUAGE 93 40. JURISDICTION 93 1 THIS AGREEMENT is made on May, 2000 BETWEEN (1) FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GMBH as borrower ("HOLDINGS" or the "BORROWER""); (2) FIRSTMARK COMMUNICATIONS DEUTSCHLAND GMBH as guarantor ("FIRSTMARK DEUTSCHLAND"); (3) DEUTSCHE BANK AG as arranger and fronting bank (the "ARRANGER") (4) DEUTSCHE BANK LUXEMBOURG S.A. as facility agent (the "AGENT"); (5) DEUTSCHE BANK LUXEMBOURG S.A. as security agent (the "SECURITY AGENT"); (6) EACH FINANCIAL INSTITUTION LISTED IN SCHEDULE 1 (each a "LENDER") as a lender. IT IS AGREED as follows: PART 1 DEFINITIONS AND INTERPRETATION 1. DEFINITIONS AND INTERPRETATION 1.1 DEFINITIONS In this Agreement the following definitions apply unless the context requires otherwise. "ADVANCE" means, except as otherwise provided in this Agreement, an advance (as from time to time reduced by repayment pursuant to this Agreement) (including, for the avoidance of doubt, any Fronting Advance) made or to be made by the Lenders under this Agreement. "AFFILIATE" means, with respect to any person, any other person which controls, is under the control of, or is under common control with such person. For the purposes of the foregoing, "CONTROL" of a person by another means that that other (whether alone or with others and whether directly or indirectly and whether by the ownership of share capital, the possession of voting power, contract or otherwise) has the power to appoint and/or remove all or the majority of the members of the board of directors or other governing body of that person or of any other person which controls that person or otherwise controls or has the power to control the affairs and policies of that person or of any other person which controls that person. "AGREED FORM" in relation to any contract not yet entered into on the date of this Agreement means the form of that contract, in form and substance satisfactory to, and containing such provisions as may be requested by, the Agent and the Lenders (acting reasonably), which is entered into after the date of this Agreement. 2 "ANNUAL BUDGET" means the financial budget of the Borrower and each other Relevant Company in the form delivered to the Agent from time to time pursuant to the provisions of Clause 20.5. "ANNUALISED EBITDA" means: (i) as at any date prior to the Annualised EBITDA Change Date, the aggregate amount of EBITDA in respect of the latest period of three consecutive months shown by the Latest Financial Statements, multiplied by 4; and (ii) as at any date on or after the Annualised EBITDA Change Date, EBITDA in respect of the latest period of six consecutive months shown by the Latest Financial Statements, multiplied by 2. "ANNUALISED EBITDA CHANGE DATE" means the last day of two consecutive Quarters in respect of which the Borrower has delivered to the Agent pursuant to Clause 20.2 two sets of quarterly statements which show that the Borrower was in receipt of payments from one or more users of the Network during both financial quarters to which the quarterly statements relate. "ANNUALISED REVENUE" means as at any date four times the aggregate consolidated operating revenue of the Relevant Companies for the financial quarter most recently ended, or as the case may be the immediately preceding three months, as shown by the Latest Financial Statements. "AUDITOR" means Arthur Andersen or another firm of internationally recognised independent auditors. "AUDITOR'S COMPLIANCE CERTIFICATE" means an auditor's certificate (WIRTSCHAFTSPRUFERBESTATIGUNG) substantially in the form set out in Part 2 of Schedule 5. "AVAILABLE COMMITMENT" of a Lender means, in respect of a Facility at any time, the Lender's Commitment in respect of such Facility less the Lender's participation at such time in the Loan in respect of such Facility. "AVAILABLE FACILITY" means, in respect of a Facility at any time, the aggregate amount of the Commitments in respect of such Facility less the Loan in respect of such Facility at such time. "AVAILABILITY PERIOD" means each of the Tranche A Availability Period, the Tranche B Availability Period, the Tranche C Availability Period and the Tranche D Availability Period. "BASEL PAPER" means the paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988 and prepared by the Basel Committee on Lending Regulations and Supervision, as amended in November 1991. "BENEFICIARY" means each of the Agent, the Security Agent and each Lender. 3 "BGB" means BURGERLICHES GESETZBUCH (German Civil Code) "BORROWER" means Firstmark Communications Deutschland Holdings GmbH, the first party to this Agreement. "BUSINESS" means the delivery of broadband telecommunication services in Germany through the construction of a wireless local loop network (based on point-to-multipoint technology) and the construction or long-term leasing of point-to-point radio links as well as capacity on metropolitan area network and fibre-optic backbone systems, operated in conjunction with other forms of complementary technology (such as digital subscriber lines) deemed appropriate from time to time for reasons of financial or technical advantages, including the provision of voice, data and internet services by or on behalf of FirstMark Deutschland and the Borrower. "BUSINESS DAY" means (a) in relation to any day other than a date for the payment or purchase of, or rate fixing relating to, Euro, a day (other than a Saturday or Sunday) on which banks are open for general business in Luxembourg, London and Frankfurt am Main; and (b) in relation to any date for payment or purchase of, or rate fixing relating to, Euro, a TARGET Day. "BUSINESS PLAN" means the Original Business Plan as updated from time to time pursuant to Clause 20.6. "CAPITAL ADEQUACY REQUIREMENT" means a regulation relating to the maintenance of capital, reserves or liquidity ratios or the making of any special deposits, including one which makes any change to, or is based on any alteration in, the interpretation of the Basel Paper or which increases the amounts of capital, reserves, liquidity ratios or special deposits required, other than a request or requirement made by way of implementation of the Basel Paper in the manner in which it is being implemented at the date of this Agreement. "CAPITAL EXPENDITURE" means any expenditure accounted for as capital expenditure according to generally accepted accounting principles. "COMMITMENT" means, in relation to any Lender and in respect of any Facility, the relevant amount set out opposite the Lender's name in Schedule 1, as permanently reduced or cancelled under this Agreement. "CONTRIBUTED EQUITY" means, at any time, the aggregate amount (but without double counting) of: (a) fully paid up ordinary issued share capital of the Relevant Companies, valuing any payment in kind for such share capital in accordance with applicable legal requirements and generally accepted accounting principles, or in default of such requirements or principles, as valued by the Auditor; (b) Subordinated Debt outstanding between the Borrower and the Parent Company; and 4 (c) accumulated realised profits of the Relevant Companies which would otherwise be available for distribution according to generally accepted accounting principles, in each case as shown as equity by the Latest Financial Statements. "CONVERSION AMOUNT" has the meaning given to that term in Clause 5.4(B). "CORE NETWORK CONTRACT" means the contract in Agreed Form to be entered into between Nortel Networks plc and FirstMark Deutschland relating to the supply of the equipment, software and services referred to therein to or for FirstMark Deutschland. "DEBT SERVICE" means, in respect of any period, total agency fees and costs, commitment commission, interest payable on any debt outstanding and other financial charges, and repayments of principal and payments of other sums in respect of any Financial Indebtedness of the Borrower payable by the Borrower in respect of such period (but not including any such payments in respect of any Subordinated Debt). "DERIVATIVE ASSETS" means in relation to any Investments all stocks, shares, warrants or other securities, rights, dividends, moneys, interest or other property whether of a capital or income nature accruing, offered, issued or deriving at any time (whether by way of dividend, bonus, redemption, exchange, purchase, substitution, conversion, consolidation, subdivision, preference, option or otherwise) attributable to those Investments or any Derivative Assets of those Investments. "DERIVATIVE TRANSACTION" means a forward rate agreement, interest rate swap, swaption, cap, floor or any transaction including any of these. "DRAWDOWN DATE" means the date on which an Advance is to be drawn down or a Fronting Guarantee issued under a Facility. "EBITDA" means, in respect of any period, the consolidated pre-tax profit of the Relevant Companies plus Interest Expense and accrued Interest Expense, depreciation and amortisation expenses (including amortisation of capitalised expenses) of the Relevant Companies as shown by the Latest Financial Statements in respect of, or during which, such period falls. "EMU LEGISLATION" means the legislative measures of the Council of the European Union providing for the introduction of, changeover to, or operation of, the Euro. "ENVIRONMENTAL CLAIM" means any claim, notice of violation, prosecution, demand, official action, official warning, abatement or other order (conditional or otherwise), relating to Environmental Matters and any official or formal notification or order requiring compliance with the terms of any Environmental Licence or Environmental Law. "ENVIRONMENTAL LAWS" means all or any laws, statutes, regulations, treaties, codes of practice and judgments of any governmental authority or agency or any regulatory body relating to Environmental Matters applicable to or binding on any Relevant Company or any activities from time to time carried on by any Relevant Company or the occupation 5 or use of any property owned, leased or occupied by any Relevant Company and "ENVIRONMENTAL LAW" means any of them. "ENVIRONMENTAL LICENCE" means any permit, licence, authorisation, consent or other approval required at any time by any Environmental Law in connection with the Business or any other activities from time to time carried on by any Relevant Company. "ENVIRONMENTAL MATTERS" means: (i) any generation, deposit, disposal, keeping, treatment, transportation, transmission, handling or manufacture of any waste or any Relevant Substance; (ii) nuisance, noise, defective premises, electromagnetic interference and electromagnetic fields, health and safety at work or elsewhere; and (iii) the pollution, conservation or protection of the environment (both natural and built) or of man or any living organisms supported by the environment (both natural and built). "EQUITY COMMITMENT UNDERTAKING" means the Agreement of even dateherewith between the Parent Company, the Borrower and the Lenders as well as the other parties thereto under which the Parent Company irrevocably agrees to make Equity Contributions (as defined in the Equity Commitment Undertaking) to the Borrower. "EURIBOR" means a rate per annum determined by the Agent and promptly notified to the Borrower and the Lenders. This rate will be applied to an outstanding amount for a particular period. It will be determined as follows: (A) "EURIBOR" will be the Screen Rate for deposits in Euro for that period. This rate will be determined at or about 11.00 a.m.(Brussels time) on the Rate Fixing Date relating to the first day of that period. (B) If there is no Screen Rate for Euro for the relevant period or the Agent determines that no rate for a period of comparable duration to the relevant period is provided by the Screen Rate, "EURIBOR" will be based on the rate at which deposits in Euro are offered by the Reference Banks for that period to prime banks in the European inter-bank market. Each Reference Bank will notify the Agent of this rate when requested by the Agent. The rate notified will be the rate as at 11.00 a.m. Brussels time on the Rate Fixing Date relating to the first day of that period. The Agent will calculate the arithmetic mean of these rates, rounded upwards to five decimal places. This will be "EURIBOR" for the period. If fewer than two Reference Banks provide the Agent with notifications for a particular period, this method of determining "EURIBOR" will not be used for that period and Clause 10 will apply instead. "EVENT OF DEFAULT" means each of the events specified in Clause 23.1. "EXCESS CASH FLOW" means, in respect of any period, an amount equal to the consolidated pre-tax profit of the Relevant Companies during that period 6 plus the aggregate consolidated amount of depreciation, amortisation and other non-cash charges (including deferred interest) of the Relevant Companies in respect of that period plus the consolidated amount of the decrease in the Working Capital of the Relevant Companies during that period, or as the case may be minus the consolidated amount of the increase in the Working Capital of the Relevant Companies during that period minus the aggregate amount of Capital Expenditure incurred by the Relevant Companies during that period (to the extent not taken into account in calculating the pre-tax profit of the Relevant Companies) minus all non-cash credits included in establishing the net consolidated pre-tax profit of the Relevant Companies during that period minus all amounts paid or prepaid during that period pursuant to Clause 11 of this Agreement minus all amounts relating to tax actually paid or falling due for payment by a Relevant Company during that period, avoiding double-counting and to the extent possible all as specified in the Latest Financial Statements in respect of such period. "FACILITY" means each of the Tranche A1 Facility, the Tranche A2 Facility, the Tranche A3 Facility, the Tranche B Facility, the Tranche C Facility and the Tranche D Facility. "FACILITY DOCUMENT" means each of: (a) this Agreement; (b) each Security Document; (c) the Intercreditor Agreement; (d) the Subordination Agreement; (e) the Equity Commitment Undertaking; and (f) any other agreement or document agreed by the Agent and the Borrower to be a "FACILITY DOCUMENT" or which is entered into or provided under, or for the purpose of amending or novating, any of the above. "FACILITY OFFICE" means, in relation to any Beneficiary, the office identified with its signature below (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) or such other office as it may from time to time select. "FINAL REPAYMENT DATE" means the day upon which the last repayment of the Tranche B Loan and the last repayment of the Tranche C Loan is required under this Agreement to be made. "FINANCIAL INDEBTEDNESS" means any indebtedness (calculated without any double counting) in respect of: 7 (i) money borrowed; (ii) amounts raised by acceptance under any acceptance credit facility; (iii) amounts raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or similar debt instruments; (iv) accounts payable in the ordinary course of business which have been outstanding for more than 90 days since the due date; (v) the amount of any liability in respect of leases or hire purchase contracts which would, in accordance with current accounting practice, be treated as finance or capital leases; (vi) the amount of any liability in respect of any purchase price for assets or services the payment of which is deferred for a period in excess of 90 days in order to raise finance or to finance the acquisition of those assets or services; (vii) the amount of any liability (whether actual or contingent, future or present) in respect of any guarantee or indemnity in respect of the above; (viii) the net liability (if any) (calculated according to usual market practice) in respect of any foreign exchange contract (other than a spot foreign exchange transaction), currency swap, option or future contract, any interest rate swap, floor cap, collar forward rate agreement, interest rate futures contract and any similar arrangements other than, for the avoidance of doubt, interest rate options, caps or similar instruments for hedging purposes provided that no Borrower has any indebtedness or financial obligation to any person as a result, other than a transaction premium or fee payable on ordinary commercial terms in the ordinary course of business; and (ix) amounts raised under any other transaction (including any forward sale or purchase agreement) having the commercial and accounting effect of a borrowing (otherwise than by the issue of non-redeemable share capital). "FIRST ADVANCE DATE" means the date upon which the first Advance is made under this Agreement. "FIRSTMARK DEUTSCHLAND" means FirstMark Communications Deutschland GmbH, the second party to this Agreement. "FMC" means Firstmark Communications International L.L.C., a limited liability company duly organised and existing under the laws of the U.S. state of Delaware. "FREQUENCY ALLOCATIONS" means each of (i) the allocations of frequency specified in a letter from the Borrower to the Agent dated on or about the date of this Agreement, and (ii) any other allocations of frequency granted to any Relevant Company in connection with the operation of the Network. 8 "FRONTING ADVANCE" means a Tranche D Utilisation made by way of Advance by the Fronting Bank pursuant to Clause 6.4. "FRONTING BANK" means Deutsche Bank AG, acting through such branch or branches as may be agreed between the Borrower and Deutsche Bank AG or a bank or other financial institution (which may be a Lender) agreed in writing by the Borrower and the Lenders and which agrees at the Borrower's request to issue a Fronting Guarantee or make a Fronting Advance. "FRONTING GUARANTEE" means a Tranche D Utilisation made by way of issue of a guarantee issued by the Fronting Bank pursuant to Clause 6.5 in favour of a beneficiary nominated by the Borrower on such terms as are agreed between the Borrower, that beneficiary and the Fronting Bank. "FRONTING PROPORTION" in relation to any Lender at any time means the proportion which its Commitment at that time in relation to Tranche D bears to the total of the Commitments at that time in relation to Tranche D. "GERMANY" means the Federal Republic of Germany, and "GERMAN" shall be construed accordingly. "GROUP" means the Relevant Companies and the Parent Company and each Affiliate of each Relevant Company or the Parent Company. "GUARANTEED OBLIGATIONS" means: (A) all moneys, liabilities, obligations, undertakings and duties (whether actual or contingent) which are now or may at any time hereafter be due, owing, payable or required to be performed or undertaken, or expressed to be due, owing, payable, or required to be performed or undertaken, to or in favour of the Beneficiaries (or any one of them) from or by any Relevant Company under or in connection with the Loan (whether alone or with any other person, whether as principal or surety, whether upon any banking account or otherwise, and whether or not the Beneficiaries or any of them shall have been an original party to the relevant transaction); (B) all interest, costs, commissions, fees and other charges and expenses which any Beneficiary may charge against the Borrower pursuant to, and in accordance with, the terms of the Facility Documents; and (C) all legal and other costs, charges and expenses which any Beneficiary may reasonably incur in enforcing or obtaining, or attempting to enforce or obtain, payment of any moneys, liabilities, charges and expenses referred to in paragraphs (A) and (B) of this definition. "GUARANTEE EXPIRY DATE" means in relation to a Fronting Guarantee, the date on which the liability of the Fronting Bank thereunder is reduced to zero in accordance with its terms. 9 "HGB" means HANDELSGESETZBUCH (German commercial law). "INDEMNITY" means the indemnity in Clause 6.7, or in such other form as may be agreed by all the Lenders, in favour of the Fronting Bank in relation to Fronting Guarantees and Fronting Advances. "INDEMNITY ADVANCE" means an Advance made or to be made pursuant to a Tranche D Notice of Drawdown deemed to have been issued in accordance with Clause 6.7(E) or the principal amount outstanding for the time being of that Advance. "INDEMNITY AMOUNT" in relation to the Indemnity at any time means the amount which the Borrower is able to demonstrate to the satisfaction of the Agent is the maximum contingent liability for which the Lenders may be liable in respect of the Indemnity at any time after that date. "INFORMATION MEMORANDUM" means the Information Memorandum to be prepared pursuant to the Syndication Letter. "INSTRUCTING GROUP" means: (i) before the First Advance Date, a Lender or group of Lenders whose aggregate Available Commitments, in respect of all of the Facilities in which each such Lender participates, amount in total to more than 66 2/3 per cent of the aggregate of the Available Facilities; and (ii) after the First Advance Date, a Lender or group of Lenders to whom a total principal amount, in respect of all of the Facilities in which each such Lender participates, which is more than 66 2/3 per cent of the aggregate principal amount of the Tranche A Loan, the Tranche B Loan, the Tranche C Loan and the Tranche D Loan is (or, immediately prior to its repayment, was then) owed. "INTELLECTUAL PROPERTY RIGHTS" means any patent, trade mark, service mark, registered design, trade name or copyright required to carry on the Business. "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement in Agreed Form to be entered into between the Security Agent, the Agent, the Lenders, certain Suppliers and the Borrower. "INTEREST EXPENSE" means, in respect of any period, the amount calculated on the basis of the Latest Financial Statements for that period to be the sum of: (a) all interest and amounts in the nature of interest or of similar effect to interest paid or payable by the Borrower during that period including: (i) rentals (but not including payments of a capital nature) in respect of capitalised lease obligations; (ii) the face amount of bills of exchange or other financial instruments drawn, issued, endorsed or accepted by one or other Borrower less 10 their net proceeds after discount or issue and payment of any acceptance, endorsement, underwriting or similar fee; and (iii) all credit line, facility, letter of credit, guarantee and similar fees and all fees and other amounts of a regular or recurring nature payable in relation to Financial Indebtedness; and (b) any amounts paid or payable during that period by the Borrower under any hedging arrangements, less the sum of: (c) all interest and amounts in the nature of interest which is received or receivable during that period by the Borrower from any person other than another Relevant Company including any interest on any credit balance in any bank account; and (d) any amounts received or receivable during that period by the Borrower (from any person other than another Relevant Company) under any interest rate hedging arrangements (if any). "INTEREST PAYMENT DATE" means the last day of each Interest Period. "INTEREST PERIOD" means, except as otherwise provided in this Agreement, an interest period for an Advance determined pursuant to Clause 8.1. "INVESTMENTS" means shares, stock and debentures (including debenture stock, loan stock, bonds, notes and certificates of deposit), warrants, options or other rights to subscribe for, purchase, call for delivery of or otherwise acquire shares, stock or debentures, all rights relating to shares, stock or debentures which are deposited with, or registered in the name of, any depository, custodian, nominee, clearing house or system, investment manager or other similar person whether or not on a fungible basis (including rights against any such person) and any other securities in, of or created by any person, in each case together with any Derivative Assets thereof. "INVOICE" means an invoice or demand for payment issued pursuant to, and in accordance with, a Supply Contract. "ISSUE DATE" means the date for the issue of an Indemnity as the same is specified in the relevant Indemnity Request. "LATEST FINANCIAL STATEMENTS" means, at any time, the most recent financial statements delivered to the Agent under Clauses 20.1, 20.2 or (if any) 20.3. "LENDER" means any financial institution named in Schedule 1 and each Transferee, in each case if such person has not wholly transferred its rights and obligations under this Agreement. "LEVERAGE RATIO" means the ratio referred to in Clause 21.1. 11 "LITIGATION" has the meaning given to that term in Clause 20.11. "LICENCE" means each of (i) the Class 3 Licence No. 98030204 dated 3rd February, 2000 granted to FirstMark Deutschland allowing it to operate transmission lines for public telecommunications services, (ii) the Class 4 Licence No. 98040647 dated 3rd February, 2000 granted to FirstMark Deutschland allowing it to provide voice telephony services based on self-operated telecommunications networks, and (iii) any other telecommunication licences issued at any time for the purpose of the operation of the Network. "LOAN" means each of the Tranche A1 Loan, the Tranche A2 Loan, the Tranche A3 Loan, the Tranche B Loan, the Tranche C Loan and the Tranche D Loan. "LOCAL GUARANTEE" has the meaning given to that term in Clause 22.3. "MANDATORY COST" means the percentage rate per annum calculated by the Agent in accordance with Schedule 12 (MANDATORY COST FORMULAE). "MARGIN" means: (A) in respect of an Advance under the Tranche A1 Facility, a rate of 2.87% per annum; (B) in respect of an Advance under the Tranche A2 Facility, a rate of 5.4% per annum; (C) in respect of an Advance under the Tranche A3 Facility, a rate of 3.50% (D) in respect of an Advance under the Tranche B Facility, the Tranche C Facility or the Tranche D Facility: (i) if: (a) EBITDA is negative; or (b) the Leverage Ratio on the last Ratio Calculation Date preceding the proposed Drawdown Date in respect of such Advance is more than or equal to 5:1, a rate of 3.50% per annum; (ii) if the Leverage Ratio on the last Ratio Calculation Date preceding the proposed Drawdown Date in respect of such Advance is less than 5:1 and more than or equal to 4:1, a rate of 2.75% per annum; (iii) if the Leverage Ratio on the last Ratio Calculation Date preceding the proposed Drawdown Date in respect of such Advance is less than 4:1 and more than or equal to 3:1, a rate of 2.00% per annum; (iv) if the Leverage Ratio on the last Ratio Calculation Date preceding the proposed Drawdown Date in respect of such Advance is less than 3:1 and more than or equal to 2:1, a rate of 1.50% per annum; and 12 (v) if the Leverage Ratio on the last Ratio Calculation Date preceding he proposed Drawdown Date in respect of such Advance is less than 2:1, a rate of 1.25% per annum. "MATERIAL ADVERSE EFFECT" means: (i) a material adverse effect on the ability of (a) any Relevant Company to perform and comply with any of its material obligations under the Transaction Documents to which it is a party or (b) the Parent Company to perform and comply with any of its material obligations under the Equity Commitment Undertaking; (ii) a material adverse effect on the legality, binding nature, validity or enforceability of any Transaction Document (but not including the existence of a Reservation); or (iii) a material adverse effect on the Business, or the operations, assets or financial condition of the Relevant Companies (taken as a whole). "NECESSARY AUTHORISATIONS" means all approvals, authorisations and licences from, and all rights granted by and all filings, registrations and agreements with, any person (including any government or other regulatory authority) necessary for carrying on the Business from time to time. "NETWORK" means a broadband wireless access network in Germany based on point-to-multipoint technology, to be constructed and operated by FirstMark Deutschland in accordance with the Licences and the Frequency Allocations. "NOTICE OF DRAWDOWN" means a notice substantially in the form set out in Schedule 4. "OPTIONAL STATEMENTS" means financial statements (if any) delivered by the Borrower to the Agent under Clause 20.3. "ORIGINAL BUSINESS PLAN" means the business plan of the Relevant Companies in force on the date of this Agreement. "ORIGINAL FINANCIAL STATEMENTS" means the audited financial statements of FirstMark Deutschland and the Parent Company for the financial year ended 31st December, 1999. "PARENT COMPANY" means FirstMark Communications Europe S.A., a stock corporation incorporated in Luxembourg with registration number 65610. "PERMITTED DISTRIBUTION" means a dividend paid by the Borrower to the Parent Company, or a payment of interest or repayment of principal on Subordinated Debt of the Borrower paid by the Borrower to the lender thereof, which: (i) is paid after or at the same time as the first prepayment pursuant to Clause 12(A), and thereafter no more frequently than at intervals of six months; 13 (ii) does not exceed an amount equal to 50% of the Excess Cash Flow for the immediately preceding six month period, as specified in the financial statements relating to that period as delivered to the Agent pursuant to Clause 20. "PERMITTED ENCUMBRANCE" means any encumbrance: (i) created or permitted under the Facility Documents or the PMP Contract as it exists on the date of this Agreement; (ii) which arises by operation of law and in the normal course of trading, including, without limitation, liens and rights of set off; (iii) any retention of title arrangements provided for in any Supply Contract which relate only to amounts payable under that Supply Contract; (iv) any other encumbrance provided that: (a) the amount secured by such encumbrance does not exceed Euro 50,000; and (b) the maximum aggregate amount secured by all such encumbrances does not exceed Euro 500,000; (v) created with the consent of an Instructing Group; or (vi) any right of set-off, netting or combination of accounts agreed by any Relevant Company with its bankers in the ordinary course of the cash management arrangements of the Relevant Companies (but not including any other member of the Group). "PERMITTED INDEBTEDNESS" means Financial Indebtedness incurred or to be incurred by the Borrower: (i) under any Transaction Document provided that the amount of Financial Indebtedness which may be incurred under any Project Document is not increased at any time after the date of this Agreement; (ii) which is Subordinated Debt; (iii) with the written consent of the Lenders; or (iv) any other Financial Indebtedness incurred in the normal course of trading provided that the aggregate amount of such indebtedness does not exceed the greater at any time of (i) Euro 500,000 or (ii) two per cent. (2%) of the aggregate amount drawn and outstanding at that time under the Facilities. "PLEDGED ACCOUNT" means the account (numbered 6700134536) in the name of the Borrower with Deutsche Bank AG and secured in favour of the Beneficiaries and other third parties pursuant to the Security Documents, and any other account of the Borrower 14 which is with Deutsche Bank AG secured on substantively the same terms together with the account (numbered 136801800) in the name of FirstMark Deutschland with Deutsche Bank AG and secured in favour of the Beneficiaries and other third parties pursuant to the Security Documents. "PMP CONTRACT" means the contract dated on or about the date of this Agreement between Siemens AG and FirstMark Deutschland relating to the supply of the equipment, software and services referred to therein by Siemens AG to or for FirstMark Deutschland. "POTENTIAL EVENT OF DEFAULT" means any event which with the giving of any notice, the lapse of time or both (in each case as prescribed thereby) would become an Event of Default. "PROCEEDINGS" has the meaning given in Clause 40.1. "PROJECT ASSETS" means all or any part of any business, undertaking, property, assets and revenues, present or future, wherever situate, which are related to, or are owned, leased, licensed or otherwise acquired or used by the Borrower for the purpose of the Business. "PROJECT DOCUMENTS" means each of those documents set out in Schedule 8. "PROPERTY" means, in respect of any Relevant Company, all right, title and interest which such Relevant Company has in any real property. "QUALIFYING BANK" means any bank in respect of which the Borrower will not under German law at the date hereof (or, in the case of a Transferee, the date of the Transfer Certificate) be obliged to make any withholding or deduction on account of tax from payments of interest made to such bank. "QUARTER" means each three month period expiring upon 31st March, 30th June, 30th September and 31st December. "RATE FIXING DATE" means the day two Business Days prior to (or in relation to a Fronting Advance the date of) the commencement of the relevant period but in relation to all Advances other than Fronting Advances, if two Business Days prior to the commencement of the relevant period ceases to be the date on which quotes for deposits in Euros for the relevant period are customarily taken in the European inter-bank market for delivery on a Drawdown Date, it will mean the day on which quotes for deposits in Euros for the relevant period are customarily taken in the European inter-bank market for delivery on a Drawdown Date. "RATIO CALCULATION DATE" means each date included in the table in Schedule 9. "REFERENCE BANKS" means Deutsche Bank Luxembourg S.A., and/or such other bank or banks as may from time to time be agreed between the Borrower and the Agent. 15 "RELEVANT COMPANY" means the Borrower and each subsidiary (if any) of the Borrower from time to time. "RELEVANT SUBSTANCE" means any substance or any Property of any Relevant Company (whether in solid or liquid form or in the form of a gas or vapour and whether alone or in combination with any other substance) utilised or present within any Property of any Relevant Company or on or affecting the Project Assets which is capable of causing harm to man or any other living organism supported by the environment (both natural and built), or damaging the environment (both natural and built) or public health or welfare. "RESERVATION" means a qualification or reservation stated in a legal opinion delivered to the Agent pursuant to Clause 7. "ROLLOVER ADVANCE" means a Fronting Advance: (a) made or to be made on the same day that a maturing Fronting Advance is due to be repaid; (b) the aggregate amount of which is equal to or less than the maturing Fronting Advance; and (c) made or to be made to the Borrower for the purpose of refinancing a maturing Fronting Advance. "SERVICE LEVEL AGREEMENT" means the agreement in Agreed Form between the Borrower and FirstMark Deutschland pursuant to which FirstMark Deutschland shall make the Network available to the Borrower on the terms stated therein. "SCREEN RATE" means the rate shown on Reuters page EURIBOR, currently being page EURIBOR01, or the rate shown on such alternative page or source of screen rate as the Agent may nominate (applying customary market practice (if any) at this time) if this page ceases to display averages of rates for inter-bank Euro deposits in the European interbank market. "SECURITY DOCUMENTS" means each of the documents listed in Schedule 7 and any other agreement, deed or document from time to time executed in favour of the Beneficiaries (or any of them) for the purpose of securing all or any of the obligations of either or both of the Parent Company and the Borrower under the Facility Documents as agreed by the Borrower. "SUBORDINATED DEBT" means any Financial Indebtedness subordinated on the terms of the Subordination Agreement, or otherwise permitted under the Facility Documents and subordinated on terms satisfactory to the Lenders. "SUBORDINATION AGREEMENT" means a subordination agreement in the Agreed Form to be entered into between the Security Agent and the provider of any Subordinated Debt as well as the other parties thereto. 16 "SUBSCRIBER" means a customer of the Borrower in relation to the use of part of the Network. "SUPPLIER" means the counterparty to each Supply Contract. "SUPPLY CONTRACTS" means each of (i) the PMP Contract; (ii) the Core Network Contract; and (iii) any other contract entered into by FirstMark Deutschland for the supply of equipment, software and services which are material for the operation of the Business and "SUPPLY CONTRACT" shall be construed accordingly. "SYNDICATION" means the process of syndication by the Lenders (as at the date of this Agreement) of their rights, interests and obligations under the Facilities. "SYNDICATION DATE" has the meaning given to that term in the Syndication Letter. "SYNDICATION LETTER" means the letter of even date herewith from the Lenders and the Arranger to the Borrower, FirstMark Deutschland and the Parent Company, relating to the primary syndication of the Facilities. "TARGET DAY" means a day on which the Trans-European Automated Real time Gross settlement Express Transfer system (TARGET) is open. "TAX CREDIT" means a credit against, relief or remission for, or repayment of any tax. "TAX PAYMENT" means an increased payment made by the Borrower to a Beneficiary under Clause 14.1 or a payment under Clause 14.2. "TELECOMMUNICATION LAWS" means the German Telecommunications Act of July 1996 as amended and all other laws, statutes, regulations and judgements relating to telecommunications applicable to any Relevant Company and/or the business carried on by any Relevant Company. "TOTAL FACILITY AMOUNT" means the aggregate Commitments of the Lenders, being an amount equal to Euro 480,000,000, subject to any cancellation pursuant to the terms of this Agreement. "TOTAL INDEBTEDNESS" means, at any time, the total consolidated Financial Indebtedness of the Borrower and the other Relevant Companies at that time as shown by the Latest Financial Statements, less any Subordinated Debt which would otherwise be included. "TRADEMARK" means each trademark specified in Schedule 11. "TRANCHE A AVAILABILITY PERIOD" means the period commencing on the Tranche A Financial Completion Date and ending on (but not including) the date falling 24 months after the date of this Agreement. "TRANCHE A FINANCIAL COMPLETION DATE" means the date upon which the Agent (acting reasonably) confirms in writing to the Borrower and the Lenders that it has received or 17 satisfied itself as to, or waived in writing, all of the documents, evidence and other matters stated in Schedule 3 and that each is in form and substance satisfactory to the Agent (acting reasonably). "TRANCHE A FACILITY" means each of the Tranche A1 Facility, the Tranche A2 Facility and the Tranche A3 Facility. "TRANCHE A1 FACILITY" means the loan facility provided under Clause 3.1. "TRANCHE A2 FACILITY" means the loan facility provided under Clause 3.2. "TRANCHE A3 FACILITY" means the loan facility provided under Clause 3.3. "TRANCHE A1 LOAN" means, at any time, the principal amount borrowed and not repaid or prepaid under the Tranche A1 Facility. "TRANCHE A2 LOAN" means, at any time, the principal amount borrowed and not repaid or prepaid under the Tranche A2 Facility. "TRANCHE A3 LOAN" means, at any time, the principal amount borrowed and not repaid or prepaid under the Tranche A3 Facility. "TRANCHE A LOAN" means, at any time, the aggregate amount of the Tranche A1 Loan; the Tranche A2 Loan and the Tranche A3 Loan. "TRANCHE B AVAILABILITY PERIOD" means the period commencing upon the Tranche B Financial Completion Date and ending upon (but not including) the earlier of (i) the date falling 24 months after the Tranche B Financial Completion Date, and (ii) 48 months after the date of this Agreement. "TRANCHE B FACILITY" means the loan facility provided under Clause 4. "TRANCHE B FINANCIAL COMPLETION DATE" means the date upon which the Agent (acting reasonably) confirms in writing to the Borrower and the Lenders that each of the conditions specified in Clause 4.3(A) have been satisfied or waived in writing in accordance with Clause 7. "TRANCHE B LOAN" means, at any time, the principal amount borrowed and not repaid or prepaid under the Tranche B Facility. "TRANCHE C AVAILABILITY PERIOD" means the period commencing upon the Tranche C & D Financial Completion Date and ending upon (but not including) the earlier of (i) the date falling 18 months after the Tranche C & D Financial Completion Date, and (ii) 60 months after date of this Agreement. "TRANCHE C FACILITY" means the loan facility provided under Clause 5. "TRANCHE C & D FINANCIAL COMPLETION DATE" means the date upon which the Agent (acting reasonably) confirms in writing to the Borrower and the Lenders that each of the 18 conditions specified by Clause 5.3(A) have been satisfied or waived in writing in accordance with Clause 7. "TRANCHE C LOAN" means, at any time, the principal amount borrowed and not repaid or prepaid under the Tranche C Facility. "TRANCHE D AVAILABILITY PERIOD" means the period commencing upon the Tranche C & D Financial Completion Date and ending upon the Business Day preceding the Final Repayment Date. "TRANCHE D FACILITY" means the loan facility provided under Clause 6. "TRANCHE D LOAN" means at any time the aggregate (avoiding double-counting) of (a) the principal amount borrowed and not repaid or prepaid under the Tranche D Facility and (b) the Indemnity Amount at that time. "TRANCHE D UTILISATION" means a utilisation of Tranche D by way of a Fronting Advance or a Fronting Guarantee. "TRANSACTION DOCUMENTS" means the Facility Documents and the Project Documents, and "TRANSACTION DOCUMENT" shall mean any of them. "TRANSFER CERTIFICATE" means a certificate substantially in the form set out in Schedule 2 signed by a Lender and a Transferee whereby: (i) the Lender transfers to the Transferee all or a part of the Lender's rights, benefits and obligations under this Agreement as contemplated in Clause 32.5; and (ii) the Transferee undertakes to perform the obligations it will assume as a result of delivery of the certificate to the Agent as contemplated in Clause 32.5. "TRANSFER DATE" means, in relation to any Transfer Certificate, the date for the making of the transfer as specified in the schedule to the Transfer Certificate. "TRANSFEREE" means a person to whom a Lender transfers all or part of that Lender's rights, benefits and obligations under this Agreement. "WORKING CAPITAL" means current assets (UMLAUFVERMOGEN within the meaning of Section 266 HGB and German GAAP) less current liabilities. 1.2 INTERPRETATION Any reference in this Agreement to: an "AGREED FORM" of a document means a form of the document initialled by the Agent and the Borrower (or by their respective agents) for the purposes of identification on or prior to the date of this Agreement; 19 "CURRENT ACCOUNTING PRACTICE" and "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" shall be construed to mean international accounting standards and accounting principles and practices applied by German law or otherwise generally accepted in Germany, consistently applied; "GERMAN GAAP" shall be construed to mean generally accepted accounting principles in Germany, consistently applied, and any reference to a German accounting term is to those principles and practices; an "ENCUMBRANCE" shall be construed as a reference to (a) a mortgage, charge, pledge, lien or other encumbrance, arrangement or agreement securing any obligation of any person, (b) any arrangement under which money or claims to, or the benefit of, a bank or other account may be applied, set-off or made subject to a combination of accounts so as to effect payment of sums owed or payable to any person or (c) any other type of preferential arrangement (including title transfer and retention arrangements) having a similar effect (including SICHERUNGSUBEREIGNUNG, SICHERUNGSABTRETUNG, EIGENTUMSVORBEHALT, PFANDRECHT, GRUNDPFANDRECHTE, TREUHANDVEREINBARUNG, NIE BRAUCH); the "EQUIVALENT" on any given date in one currency (the "FIRST CURRENCY") of an amount denominated in another currency (the "SECOND CURRENCY") is a reference to the amount of the first currency which could be purchased with the amount of the second currency at the spot rate of exchange quoted on the relevant Reuters page at or about 3.00 p.m. (London time) on the date for the purchase of the first currency with the second currency; the "AGENT", the "SECURITY AGENT" or "LENDER" shall be construed so as to include their respective successors, Transferees and assigns in accordance with their respective interests; a "HOLDING COMPANY" of a company or corporation shall be construed as a reference to any company or corporation of which the first-mentioned company or corporation is a subsidiary; anything after the words "INCLUDE", "INCLUDES" or "INCLUDING" does not limit what else might be included; "INDEBTEDNESS" shall be construed so as to include any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; a "MONTH" is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next succeeding calendar month except that, where that period would otherwise end on a day which is not a Business Day, it shall end on the next succeeding Business Day, unless that day falls in the calendar month succeeding the calendar month in which it would otherwise have ended, in which case it shall end on the immediately preceding Business Day Provided that, if a period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month (and references to "MONTHS" shall be construed accordingly); 20 "PARTICIPATING MEMBER STATES" shall be construed as those member states of the European Union from time to time which adopt a single, shared currency in the Third Stage, as defined and identified in the EMU Legislation; a "PERSON" shall be construed as a reference to any individual, firm, company, corporation, trust, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of them; "REPAY" (or any derivative form thereof) shall, subject to any contrary indication, be construed to include "PREPAY" (or, as the case may be, the corresponding derivative form); a "SUBSIDIARY" of a company or corporation shall be construed as a reference to any company or corporation: (A) which is under the control, directly or indirectly, of the first-mentioned company or corporation; (B) more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first-mentioned company or corporation; or (C) which is a subsidiary of another subsidiary of the first-mentioned company or corporation, and, for these purposes, a "CONTROL" shall have the same meaning as in the definition of "Affiliate"; "TAX" shall be construed so as to include any tax, levy, impost, duty or other charge of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same); "VAT" shall be construed as a reference to value added tax (UMSATZSTEUER) including any similar tax which may be imposed in its place from time to time; a "WHOLLY-OWNED SUBSIDIARY" of a company or corporation shall be construed as a reference to any company or corporation which has no other members except that other company or corporation and/or that other company's or corporation's wholly-owned subsidiaries or persons acting on behalf of that other company or corporation or its wholly-owned subsidiaries; and the "WINDING-UP", "DISSOLUTION" or "ADMINISTRATION" of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which the company or corporation is incorporated or any jurisdiction in which the company or corporation carries on business including the seeking of liquidation, winding up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors. 21 1.3 CURRENCY SYMBOLS "EURO" means the single currency of the participating member states in the third stage of the European economic and monetary union, "EURO UNIT" means a unit of the Euro as defined in the EMU Legislation, and "NATIONAL CURRENCY UNIT" or "NCU" means a unit of the Euro (other than the Euro unit) as defined in EMU Legislation. 1.4 DOCUMENTS AND STATUTES Any reference in this Agreement to: (A) this Agreement, a Project Document, a Facility Document, a Licence, any licence, consent or other agreement or document shall be construed as a reference to them as they may have been, or may from time to time be, amended, varied, reissued, replaced, novated or supplemented; and (B) a statute shall be construed as a reference to such statute as the same may have been, or may from time to time be, amended or re-enacted. 1.5 HEADINGS Clause, Part and Schedule headings are for ease of reference only. 1.6 RIGHTS AND OBLIGATIONS SEVERAL The rights and obligations of each Lender under this Agreement are several. The failure by a Lender to perform its obligations under this Agreement shall not affect the obligations of the Borrower towards any other party to this Agreement nor shall any other party be liable for the failure by any Lender to perform its obligations under this Agreement. 1.7 MISCELLANEOUS All defined terms shall apply to both the singular and plural forms of such terms. 22 PART 2 THE FACILITIES 2. GRANT OF THE FACILITIES The Lenders grant to the Borrower, upon the terms and subject to the conditions of this Agreement, a multi-tranche senior facility in the Total Facility Amount, and comprising the Tranche A1 Facility, the Tranche A2 Facility, the Tranche A3 Facility, the Tranche B Facility, the Tranche C Facility and the Tranche D Facility. 3. THE TRANCHE A FACILITIES 3.1 GRANT OF THE TRANCHE A1 FACILITY The Lenders grant to the Borrower, upon the terms and subject to the conditions of this Agreement, a senior secured Euro term loan facility in a total principal amount equal to Euro 75,000,000. 3.2 GRANT OF THE TRANCHE A2 FACILITY The Lenders grant to the Borrower, upon the terms and subject to the conditions of this Agreement, a senior secured Euro term loan facility in a total principal amount equal to Euro 25,000,000. 3.3 GRANT OF THE TRANCHE A3 FACILITY The Lenders grant to the Borrower, upon the terms and subject to the conditions of this Agreement, a senior secured Euro term loan facility in a total principal amount equal to Euro 35,000,000. 3.4 PURPOSE AND APPLICATION (A) Subject to Clause 3.6, the Borrower may draw Advances under each of the Tranche A1 Facility and the Tranche A2 Facility and shall use the proceeds of such Advances solely for the purpose of paying amounts payable (including VAT) in respect of Invoices issued pursuant to the PMP Contract; and (B) the Borrower may draw Advances under the Tranche A3 Facility and shall use the proceeds of such Advances solely for the purpose of paying amounts payable (including VAT) in respect of Invoices issued pursuant to the Core Network Contract. 3.5 AVAILABILITY (A) The obligation of each Lender under this Agreement and the right of the Borrower to give any Tranche A Notice of Drawdown are subject to the condition precedent that the Tranche A Financial Completion Date has occurred. 23 (B) Subject to Clauses 3.5(A), 3.6 and 7, the Borrower may draw Advances under the Tranche A Facilities at any time during the Tranche A Availability Period. 3.6 PRO RATA DRAWINGS Any amount drawn down by the Borrower pursuant to the Tranche A1 Facility and the Tranche A2 Facility must be drawn down pro rata between such Facilities. 4. THE TRANCHE B FACILITY 4.1 GRANT OF THE FACILITY The Lenders grant to the Borrower, upon the terms and subject to the conditions of this Agreement, a senior secured Euro term loan facility in a total principal amount equal to Euro 85,000,000. 4.2 PURPOSE AND APPLICATION The Borrower may draw Advances under the Tranche B Facility and use the proceeds of such Advances solely for the purpose of funding Capital Expenditure of FirstMark Deutschland for the purposes of the installation and operation of the Network. 4.3 AVAILABILITY (A) The obligation of each Lender under this Agreement and the right of the Borrower to give any Tranche B Notice of Drawdown are subject to the conditions precedent that the Agent has confirmed to the Borrower and the Lenders: (i) that the Tranche A Financial Completion Date occurred; and (ii) that it is satisfied (acting reasonably) that the Annualised Revenue is no less than Euro 40,000,000. (B) Subject to clause 4.1, the maximum amount of the Tranche B Facility available for drawing on a Tranche B Notice of Drawdown date shall be equal to 75 per cent. of the then Annualised Revenue. (C) Subject to Clauses 4.3(A), 4.3(B) and 7, the Borrower may draw Advances under the Tranche B Facility at any time during the Tranche B Availability Period. 5. THE TRANCHE C FACILITY 5.1 GRANT OF THE FACILITY The Lenders grant to the Borrower, upon the terms and subject to the conditions of this Agreement, a senior secured Euro term loan facility in a total principal amount equal to Euro 195,000,000. 24 5.2 PURPOSES AND APPLICATION The Borrower may draw Advances under the Tranche C Facility and shall use the proceeds of such Advances solely for the purposes of (i) converting amounts outstanding under the Tranche A Facility pursuant to Clause 5.4, and (ii) funding Capital Expenditure of FirstMark Deutschland for the purposes of the installation and operation of the Network. 5.3 AVAILABILITY (A) The obligation of each Lender under this Agreement and the right of the Borrower to give any Tranche C Notice of Drawdown are subject to the condition precedent that the Tranche A Financial Completion Date has occurred. (B) No amount may be drawn under the Tranche C Facility if the amount remaining to be drawn under the Tranche C Facility after the making of such Advance would be less than the amount of the Tranche A Loan at such time (less an amount equal to the extent that the Tranche A Loan is to be converted in accordance with Clause 5.4 out of the proceeds of such Advance). (C) Until the Tranche A Loan is converted in full in accordance with Clause 5.4, no more than Euro 5 million may be drawn under the Tranche C Facility during any calendar month in order to fund Capital Expenditure. (D) Any amount available to be drawn under the Tranche C Facility as at the end of each calendar month shall to the extent that it is not then drawn in order to fund Capital Expenditure be applied in conversion of the Tranche A Loan pursuant to Clause 5.4. (E) Subject to clause 5.1, the maximum aggregate amount of the Tranche C Facility and Tranche D Facility available for drawing on a Tranche C Notice of Drawdown date shall be equal to the amount by which Annualised EBITDA (calculated always in accordance with paragraph (i) of the definition of that term) on that date multiplied by 5 exceeds Total Indebtedness after deducting the Tranche A Loan. (F) Subject to the rest of this Clause 5.3 and Clause 7, the Borrower may draw Advances under the Tranche C Facility at any time during the Tranche C Availability Period. 5.4 CONVERSION OF TRANCHE A (A) On the date (each a "Conversion Date") which is the last day by which Quarterly Statements are required to be delivered by the Borrower to the Agent pursuant to Clause 20.2 and on which any of the Tranche C Facility is available for drawing, the Borrower shall subject to (B), be deemed to have submitted a Notice of Drawdown in respect of Tranche C in the amount of the Conversion Amount which shall be immediately applied in repayment of the Tranche A Loan. Each such conversion of the Tranche A Loan into the Tranche C Loan 25 shall for the purposes of this Agreement take place on the applicable Conversion Date. (B) The amount of Tranche C Facility required to be applied in repayment of the Tranche A Loan pursuant to (A) (the "Conversion Amount") on a Conversion Date shall be the amount of the Tranche C Facility available in accordance with Clause 5.3 on the Conversion Date less any amount which is the subject of a valid Notice of Drawdown in respect of Tranche C , in respect of which Notice of Drawdown no Advance has been made. (C) Unless otherwise agreed between the Borrower and the Lenders any conversion of the Tranche A Loan pursuant to this Clause 5.4 shall be applied first to convert each of the Tranche A1 Loan and the Tranche A3 Loan pro rata, second to cancel the Commitments in respect of each such Loan pro rata, third to convert the Tranche A2 Loan, and fourth to cancel the Commitments in respect of the Tranche A2 Loan, in each case rateably between the Lenders. (D) Notwithstanding the deemed borrowing and repayment effected pursuant to paragraph (A) above it is acknowledged that no payments will on a conversion from Tranche A to Tranche C be made by the Borrower or Lender pursuant to paragraph (A). 6. THE TRANCHE D FACILITY 6.1 GRANT OF THE FACILITY The Lenders grant to the Borrower, upon the terms and subject to the conditions of this Agreement, a senior secured Euro revolving loan facility in a total principal amount equal to Euro 65,000,000. 6.2 PURPOSE AND APPLICATION The Borrower may draw Fronting Advances and Fronting Guarantees under the Tranche D Facility and shall use the proceeds of the Tranche D Facility solely as working capital in connection with, and to support the ongoing bank guarantee requirements, of the Business. 6.3 AVAILABILITY (A) The obligation of each Lender under this agreement and the right of the Borrower to give any Tranche D Notice of Drawdown are subject to the conditions precedent that the Agent has confirmed to the Borrower (i) that the Tranche A Financial Completion Date has occurred and (ii) the Tranche A Loan has been converted in full pursuant to Clause 5.4. (B) Subject to the rest of this Clause 6.3 and Clause 7, the Borrower may draw Tranche D Utilisations at any time during the Tranche D Availability Period, and 26 any Fronting Advance which is repaid or prepaid may be reborrowed in accordance with the terms of this Agreement. (C) Subject to clause 6.1, the maximum amount of the Tranche C Facility and the Tranche D Facility available for drawing on a Tranche D Notice of Drawdown date shall be equal to the amount by which Annualised EBITDA (calculated always in accordance with paragraph (i) of the definition of that term) on that date multiplied by 5 exceeds the Total Indebtedness after deducting the Tranche A Loan. 6.4 FRONTING ADVANCES The Borrower may, subject to clause 6.3, require that a Tranche D Utilisation be made by the Fronting Bank by way of a Fronting Advance. Each request for such a Fronting Advance shall be made to the Fronting Bank by way of the issue of a Tranche D Notice of Drawdown. A copy of each such Tranche D Notice of Drawdown shall be sent to the Agent. All conditions of this Agreement applicable to Advances shall apply to any such Tranche D Notice of Drawdown and each Fronting Advance made pursuant to it, save that: (A) the Fronting Advance shall be made solely by the Fronting Bank; and (B) the voting rights of the Lenders in relation to the Fronting Advance shall be exercised by the Lenders in their respective Fronting Proportions from time to time; and (C) the interest and fee provisions specified in Clauses 9.3 and 9.4 shall apply. 6.5 FRONTING GUARANTEES The Borrower may, subject to clause 6.3, require the Fronting Bank to issue a Fronting Guarantee. Each such request shall be made to the Fronting Bank by way of the issue of a Tranche D Notice of Drawdown which complies with clause 6.6. A copy of each such Tranche D Notice of Drawdown shall be sent to the Agent. The maximum aggregate Indemnity Amount in relation to all Fronting Guarantees outstanding at any time shall not exceed Euro 25,000,000 (twenty five million Euro). 6.6 NOTICE OF DRAWDOWN - FRONTING GUARANTEE Each Notice of Drawdown in respect of a Fronting Guarantee must specify: (A) the Guarantee Expiry Date of the Fronting Guarantee (being a date falling on a Business Day which is on or before the Final Repayment Date); (B) the name and address of the beneficiary; (C) the beneficiary's receiving bank account; (D) instructions for delivery of the Fronting Guarantee to the beneficiary; and 27 (E) details of the liabilities secured by the Fronting Guarantee, and must attach an execution copy of the Fronting Guarantee to be issued. 6.7 INDEMNITY FROM THE BORROWER FOR FRONTING ADVANCES AND FRONTING GUARANTEES (A) The Borrower unconditionally and irrevocably: (i) undertakes to reimburse the Fronting Bank on demand the amount required to satisfy any amount demanded under a Fronting Guarantee in the currency of the Fronting Guarantee, together with interest at the rate specified in Clause 24.1 from the date such payment is made by the Fronting Bank until the date of reimbursement in full by the Borrower or the date the Fronting Bank receives the proceeds of the relevant Indemnity Advance pursuant to Clause 6.7 (E); (ii) undertakes to indemnify the Fronting Bank and each Lender on demand from and against any cost, loss, liability, demand or claim which they may suffer or incur under or in connection with a Guarantee or the Indemnity; and (iii) agrees that this Clause 6.7(A) shall apply in respect of amounts paid under any demand under a Fronting Guarantee without regard to the sufficiency, accuracy or genuineness of any demand (or related document), any incapacity or limitation on the powers of any person signing or issuing any demand or related document or any other condition. (B) The indemnity of the Borrower in Clause 6.7 (A) shall be a continuing security and will remain in full force and effect until such time as all amounts to which it is expressed to relate have been paid in full. The indemnity of the Borrower in Clause 6.7 (A) is additional to and not instead of any security or other guarantee or indemnity at any time existing in favour of any person. Any settlement or discharge of any claim under this indemnity shall be conditional upon no payment made under the indemnity being avoided or set aside or ordered to be refunded by virtue of any provision of any enactment relating to bankruptcy, insolvency or liquidation. (C) Neither the obligations arising under the indemnity of the Borrower contained in Clause 6.7(A), nor the rights, powers and remedies conferred on the Beneficiaries under this Agreement or by law shall be impaired by any circumstances which but for this provision would impair such obligations or rights, powers and remedies including: (i) any time or indulgence or waiver given to, or composition made with the Borrower or any other person; (ii) any amendment, variation or modification to, or replacement of a Fronting Guarantee or any Facility Document; 28 (iii) the taking, variation, compromise, renewal or release or refusal or neglect to perfect or enforce any right, remedies or securities against the Borrower or any other person; (iv) any other guarantee, indemnity, charge or other security or right or remedy held by or available to the Fronting Bank, the Agent or any Lender being or becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or by the Fronting Bank from time to time dealing with, exchanging, varying, realising, releasing or failing to perfect or enforce any of the same; (v) the winding-up, dissolution, administration or re-organisation of a Beneficiary or any other person or any change in its status, function, control or ownership; and (vi) any other act, omission, circumstance, matter or thing which but for this provision might operate to impair the indemnity of the Borrower contained in Clause 6.7 (A) or any of the rights, powers and remedies conferred on the Beneficiaries under this Agreement or by law. (D) The Borrower shall not by virtue of any payment made under its indemnity contained in Clause 6.7 (A) claim any right or subrogation contribution or indemnity against any person for so long as any sum remains payable or capable of becoming payable under this Agreement or any of the other Facility Documents. (E) If the Borrower fails to make any payment demanded under Clause 6.7(A)(i), or to repay any Fronting Advance, in each case when due, the Borrower shall automatically be deemed to have issued on such due date a Tranche D Notice of Drawdown in an amount equal to the amount due under clause 6.7(A)(i), or as the case may be in repayment of the Fronting Advance. The Interest Period in respect of any such Advance under the Tranche D Facility shall be one month. The limitations specified in Clause 7.2 shall not apply to any such Advance but the other provisions of this Agreement shall apply as if such Tranche D Notice of Drawdown had been duly made by the Borrower. (F) The proceeds of any Indemnity Advance shall be applied towards payment of the Borrower's obligation to the Fronting Bank under Clause 6.7 (A)(i), or as the case may be to repay the Fronting Advance. 6.8 INDEMNITY FROM THE LENDERS FOR FRONTING ADVANCES AND FRONTING GUARANTEES Each Lender agrees, by way of continuing indemnity, to indemnify the Fronting Bank from and against any cost, loss, liability, demand or claim which the Fronting Bank may suffer or incur (including as a result of a default by the Borrower under Clause 6.7(A)) as a result of the issue of any Fronting Guarantee or the making of any Fronting Advance in that Lender's then Fronting Proportion of any such cost, loss, liability, demand or claim so incurred, save to the extent the Fronting Bank is otherwise reimbursed pursuant to Clause 6.7(A) or Clause 6.7(E). 29 7. AVAILABILITY OF THE FACILITIES 7.1 NOTICES AND DEEMED NOTICES OF DRAWDOWN (A) Upon receipt of any Invoice FirstMark Deutschland shall notify the Borrower. If such Invoice is in respect of an amount to be financed under this Agreement the Borrower shall forward a Notice of Drawdown to the Agent for an Advance in a principal amount equal to the amount due under such Invoice (inclusive of VAT), and shall attach a copy of such Invoice to such Notice of Drawdown. If such Invoice is in dispute the Notice of Drawdown shall relate only to such amount thereof (if any) as is not in dispute. Each such Notice of Drawdown shall be forwarded to the Agent in sufficient time to ensure (taking into consideration the timing of the making of Advances) that payment of the relevant Invoice is made pursuant to this Clause 7.1 (A) on or before the latest date for payment thereof specified in the Supply Contract under which the Invoice has been issued. Each such Notice of Drawdown shall be countersigned on behalf of FirstMark Deutschland. Subject to Clause 7.1(C), following receipt of any such Notice of Drawdown, and upon the making of the relevant Advance, the Agent shall, on behalf of FirstMark Deutschland directly pay such proceeds to the relevant Supplier to the account specified in the Invoice, in payment of the Invoice (inclusive of VAT) in respect of which the Notice of Drawdown was made. The Agent shall request from the Supplier a confirmation in writing of receipt of such proceeds by the Supplier. If the Agent receives such a receipt it shall promptly forward a copy of it to the Borrower. The Borrower and FirstMark Deutschland by their execution of the relevant Notice of Drawdown shall consent to the requested Advance being paid directly to the relevant Supplier. (B) The Agent shall in the absence of express notice to the contrary be entitled to assume that any Invoice a copy of which is attached to any Notice of Drawdown has been validly and properly issued in accordance with the terms of the relevant Supply Contract. The Agent will have no liability in the event that it is determined that the Invoice was improperly issued and the Borrower's obligations to pay interest on and to repay any Advance made in respect of such Invoice will remain unaffected. (C) Upon payment of an Invoice from the proceeds of an Advance pursuant to (A), there shall be deemed to arise an amount of debt due from FirstMark Deutschland to the Borrower of an amount equal to the amount of such Invoice payment. Repayment of principal and payment of interest in respect of such debt may only be made from any future balance sheet profits (BILANZGEWINN) or liquidation surplus of FirstMark Deutschland, calculated in accordance with German GAAP (D) The maximum number of Advances outstanding at any time under this Agreement (unless consolidated in accordance with Clause 8.3) is 15 and the Lenders will not be obliged to make available any further funds under the Facilities until the number of Advances outstanding is less than 15. 30 (E) Whenever the Borrower wishes to borrow under a Facility it will deliver a Notice of Drawdown to the Agent or, in relation to the Tranche D Facility, to the Fronting Bank as specified in Clause 6.4 and Clause 6.5. (F) Any Drawdown Date specified in a Notice of Drawdown shall be no more than fifteen nor (i) in respect of an Advance under any of the Tranche A, B or C Facilities, less than three Business Days after the date of the Notice of Drawdown and (ii) in respect of an Advance under the Tranche D Facility, less than one Business Day after the date of the Notice of Drawdown. For the purposes of this Agreement any Notice of Drawdown received after 11.00 a.m. (Luxembourg time) by the Agent (or in relation to a Tranche D Notice of Drawdown after 11 a.m. (Luxembourg Time) by the Fronting Bank) shall be deemed to have been received by the Agent on the following Business Day. 7.2 CONDITIONS TO NOTICES OF DRAWDOWN An Advance will only be made by the Lenders to the Borrower if the Agent is satisfied (acting reasonably) that: (A) the Agent or, in relation to the Tranche D Facility, the Fronting Bank as specified in Clause 6.4 and Clause 6.5 has received a Notice of Drawdown from the Borrower and such Notice of Drawdown is given in accordance with the provisions of Clause 7.1; (B) the proposed amount of the Advance is equal to (i) in the case of an Advance which is to be used to pay an Invoice, a minimum of Euro 1,000,000 (one million Euro), or in any other case (ii) a minimum principal amount of Euro 5,000,000 (five million Euro) or (iii) if less in any case, the Available Facility at that time; (C) the interest rate applicable to the Advance during its first Interest Period would not be required to be determined pursuant to Clause 10; (D) the representations and warranties by each Relevant Company and the Parent Company in the Facility Documents to which it is a party and which are required to be repeated in respect of each Advance are true as at the date of the relevant Notice of Drawdown and the proposed Drawdown Date as though they had been made on those dates in respect of the facts and circumstances then subsisting; (E) no Event of Default or (in respect of all Advances other than a Rollover Advance) Potential Event of Default is subsisting at the date of the relevant Notice of Drawdown or the relevant Drawdown Date or will result from the provision of the Advance; (F) if the Advance is to be drawn down under: (i) a Tranche A Facility, the proceeds of the Advance will be applied in accordance with Clause 3.4; 31 (ii) the Tranche B Facility, the proceeds of the Advance will be applied in accordance with Clause 4.2; (iii) the Tranche C Facility, the proceeds of the Advance will be applied in accordance with Clause 5.2; and (iv) the Tranche D Facility, the proceeds of the Advance will be applied in accordance with Clause 6.2; and (G) following the provision of the proposed Advance the relevant Loan will not exceed the relevant Available Facility. 7.3 NOTICE TO LENDERS The Agent agrees to provide details of each requested Advance to each Lender. These details will be provided promptly following receipt by the Agent of the relevant Notice of Drawdown and include the amount of the Lender's participation in the Advance. In relation to Tranche D Utilisations these details will be provided in accordance with the procedure set out in Clause 9.5. 7.4 EACH LENDER'S PARTICIPATION Each Lender will participate through its Facility Office in each Advance made pursuant to Clause 7.2 in respect of any Facility in the proportion borne by its Available Commitment in respect of such Facility to the Available Facility in respect of such Facility immediately prior to the making of that Advance. In relation to Tranche D Utilisations such participation will be through the operation of Clause 6.6 and Clause 6.7. No Lender will be required to participate in an Advance if as a result the Lender's participation in the relevant Loan will exceed its Available Commitment in the relevant Facility. 7.5 ISSUE OF FRONTING GUARANTEES/MAKING OF FRONTING ADVANCES (a) If the conditions thereto which are set out in this Agreement are satisfied, the Fronting Bank shall make any Fronting Advance requested under Clause 6.4 in accordance with the other terms of this Agreement or issue any Fronting Guarantee requested under Clause 6.5 by delivery of such Fronting Guarantee to (or to the order of) the relevant beneficiary of such Fronting Guarantee, in each case on the relevant Drawdown Date. (b) The Fronting Bank shall not make any Fronting Advance nor issue any Fronting Guarantee at any time after receipt of notice from the Agent that an Event of Default has occurred, unless the Fronting Bank shall subsequently be notified by the Agent that such Event of Default has been waived or cured in accordance with the terms of this Agreement. Neither the Expiry Date nor the principal amount of any Fronting Guarantee nor the principal amount of any Fronting Advance may be amended without the prior consent of all Lenders. 32 7.6 DEMANDS UNDER FRONTING GUARANTEES (a) If the beneficiary of a Fronting Guarantee makes a demand under a Fronting Guarantee in accordance with its terms, the Fronting Bank shall promptly notify the Agent and the Borrower (and the Agent shall promptly notify each Lender) of the date by which the demand must be met, the amount of the demand and the details of the Fronting Bank's account to which payments under Clause 6 are to be made. (b) The Borrower and the Lenders unconditionally and irrevocably: (i) authorise the Fronting Bank to pay any demand under and in accordance with a Fronting Guarantee on first request or demand being made without investigation by it or confirmation by the Borrower or any other person that the amounts so demanded are or were due, notwithstanding that the Borrower may dispute the validity of such request, demand or payment; (ii) agree that the Fronting Bank shall not be concerned with the legality of the claim or any underlying transactions or set-off, counterclaim or defence as between the Borrower and any other person; and (iii) agree that provided the demand on its face appears to be in accordance with the relevant Fronting Guarantee as between the Borrower, the Lenders and the Fronting Bank, the demand itself will be conclusive evidence that the demand has been properly made. 7.7 REDUCTION OF AVAILABLE COMMITMENT If a Lender's Available Commitment in respect of any Facility is reduced under this Agreement after the Agent has received the Notice of Drawdown for an Advance under such Facility, then the amount of that Advance shall be reduced accordingly. 7.8 NOTICE OF DRAWDOWN IRREVOCABLE Each Notice of Drawdown and the terms and conditions stated in it shall, on and from its receipt by the Agent, be irrevocable and binding on the Borrower. 7.9 CURRENCY OF ADVANCES Each Advance will be made in Euros. 33 PART 3 INTEREST 8. INTEREST PERIODS 8.1 INTEREST PERIODS The period for which an Advance other than a Fronting Advance is outstanding shall be divided into successive periods each of which (other than the first) shall start on the last day of the preceding period. Each Fronting Advance will have one Interest Period only and shall be repaid at the end of that Interest Period. 8.2 DURATION OF INTEREST PERIODS (A) The duration of each Interest Period shall, except as otherwise provided in this Agreement, be a period of 1, 2, 3 or 6 months (as specified by the Borrower in the relevant Notice of Drawdown) or any other period not exceeding 12 months which the Agent (after consultation with the Lenders) and the Borrower may agree in writing except in respect of all Advances made prior to the Syndication Date, where each Interest Period will be one month. (B) No Interest Period in respect of an Advance shall end on a day after the relevant final repayment date for the Loan in respect of the Facility under which such Advance was made. 8.3 CONSOLIDATION OF ADVANCES If Interest Periods in respect of two or more Advances drawn under any of the Tranche A Facility, the Tranche B Facility, the Tranche C Facility and the Tranche D Facility end at the same time, the Borrower may, by notice to the Agent, consolidate such Advances into a single Advance under such Facility. Any such notice shall take effect immediately upon receipt. 9. PAYMENT AND CALCULATION OF INTEREST AND FRONTING GUARANTEE FEES 9.1 PAYMENT OF INTEREST On each Interest Payment Date the Borrower shall pay accrued interest on each Advance made to the Borrower for the Interest Periods which end on that Interest Payment Date. Where an Interest Period is longer than six months the Borrower agrees to pay interest on the day six months after the first day of that Interest Period. Clauses 9.3 and 9.4 apply in relation to Fronting Advances. 9.2 CALCULATION OF INTEREST The rate of interest applicable to an Advance from time to time during an Interest Period relating to that Advance shall be the rate per annum which is the sum of (i) EURIBOR on the Rate Fixing Date for that Interest Period; and (ii) the Margin in respect of that Advance; and (iii) the Mandatory Cost, if any. 34 9.3 FRONTING GUARANTEE FEE PAYMENTS TO FRONTING BANK AND THE LENDERS In respect of each Fronting Guarantee issued hereunder the Borrower shall pay: (A) to the Fronting Bank for its own account a fee in euros computed at a rate equal to 0.30 per cent. per annum on the maximum liability of the Fronting Bank under that Fronting Guarantee; and (B) to the Agent for the account of the Lenders (in their respective Fronting Proportions) a fee in euros computed at a rate per annum equal to the Margin then applicable to the Tranche D Facility, less 0.30 per cent., on the maximum liability of the Fronting Bank under that Fronting Guarantee. Such fees shall be payable from the Drawdown Date for the Fronting Guarantee until its Guarantee Expiry Date or any earlier cancellation, repayment or prepayment thereof and shall be paid in arrear on the last Business Day during each Quarter prior to the Guarantee Expiry Date, and on the Guarantee Expiry Date, for that Fronting Guarantee. 9.4 FRONTING ADVANCE INTEREST PAYMENTS TO FRONTING BANK AND THE LENDERS On the date of repayment of each Fronting Advance the Borrower shall pay: (A) to the Fronting Bank the interest accrued on that Fronting Advance at the rate specified in Clause 9.2, provided that in calculating the interest so accrued the Margin applicable to each Fronting Advance shall be deemed to be 0.30 per cent. per annum; and (B) to the Agent for the account of the Lenders (in their respective Fronting Proportions) a fee in euros computed in relation to that Fronting Advance at a rate per annum on the principal amount of that Fronting Advance equal to the Margin then applicable to Tranche D, less 0.30 per cent. 10. ALTERNATIVE INTEREST RATES 10.1 MARKET DISRUPTION This Clause 10.1 applies if the Agent determines that: (X) EURIBOR is to be calculated in accordance with paragraph (B) of the definition of "EURIBOR" and at or about 11.00 a.m. (Brussels time) on the Rate Fixing Date for an Interest Period in respect of an Advance, none or only one of the Reference Banks was offering to prime banks in the European inter-bank market deposits in Euros for the proposed duration of the Interest Period; or (Y) before the close of business in Luxembourg on the Rate Fixing Day for such Interest Period the Agent has been notified in writing by two or more Lenders to whom in aggregate fifty per cent. or more of the Loan is (or, if such Advance were then made, would be) owed that EURIBOR as determined by the Agent does not reflect its cost of obtaining such deposits. If this Clause 10.1 applies then, despite the provisions of Clause 8 and Clause 9: 35 (A) the Agent shall notify the Borrower and the Lenders of that event; (B) if the Agent or the Borrower so requires, within five days of the notification the Agent and the Borrower shall enter into negotiations with a view to agreeing a substitute basis: (i) for determining the rates of interest from time to time applicable to the Advances; or (ii) upon which the Advances may be maintained thereafter and any substitute basis that is agreed shall take effect in accordance with its terms and be binding on each party to this Agreement provided that the Agent may not agree any substitute basis without the prior consent of each Lender; and (C) the duration of the Interest Period in respect of the relevant Advance shall be one month or, if less, such that it shall end on the final repayment date for the Loan in respect of the Facility under which such Advance was drawn. 10.2 SUBSTITUTE BASIS If no substitute basis is agreed pursuant to Clause 10.1(B), the rate of interest applicable to the relevant Advance from time to time during the Interest Period shall be the rate per annum which is the sum of (i) the relevant Margin at that time; and (ii) the rate per annum determined by the Agent to be the arithmetic mean (rounded upwards, if not already a multiple) to the nearest whole multiple of one-sixteenth of one per cent) of the rates notified by each Lender to the Agent before the last day of the relevant Interest Period to be those which express, as a percentage rate per annum, the cost to each Lender of funding the relevant Advance; and (iii) the Mandatory Cost, if any, applicable to each Lender's participation in the relevant Advance. 36 PART 4 REPAYMENT, PREPAYMENT AND CANCELLATION 11. REPAYMENT AND VOLUNTARY PREPAYMENT 11.1 REPAYMENT (A) If not prepaid earlier in accordance with this Agreement, the Borrower shall repay the Tranche A Loan in full on the fourth anniversary of the date of this Agreement. (B) The Borrower shall repay the principal amount of each of the Tranche B Loan and the Tranche C Loan in ten equal six monthly instalments. The first instalment of each of the Tranche B Loan and of the Tranche C Loan shall be paid on the last day of the third Quarter which ends after the last day of the Tranche C Availability Period, and the remaining instalments of each of the Tranche B Loan and the Tranche C Loan shall be paid on the day falling six months after the day upon which the last repayment of such Loan was made. (C) Each Fronting Advance shall be repaid in full at the end of its Interest Period. Each Fronting Advance shall be available for reborrowing to the extent of the Tranche D Available Facility. The Borrower shall repay any amounts outstanding under the Tranche D Facility on the Final Repayment Date. 11.2 VOLUNTARY PREPAYMENT The Borrower may prepay the whole of any Loan or any part of any Loan provided that the Borrower gives to the Agent not less than five Business Days' prior written notice to that effect and provided that any such prepayment shall be in a minimum principal amount of Euro 5,000,000 (five million Euro) and shall be a multiple of Euro 1,000,000 (one million Euro) and subject always to the provisions of Clauses 24.2 (Broken Periods) and 24.3 (Borrower's Indemnity). Any such prepayment shall be applied: FIRSTLY to the payment of all fees, costs and expenses payable by any Relevant Company under the Facility Documents, SECONDLY to the payment of all accrued and unpaid interest under the Facility Documents, and THIRDLY to the prepayment of all outstanding principal advanced pursuant to this Agreement. Unless otherwise agreed between the Borrower and the Lenders, any prepayment pursuant to this Clause 11.2 shall be applied (unless as a result of the Borrower receiving indemnification claims under Clause 14.2 or 16.1 in which case any prepayment shall be applied against the participations in Loans and Commitments of the Lender making the indemnification claim) to reduce each Loan and the Commitments in respect of each Facility pro rata in reverse chronological order for scheduled repayment and rateably between the Lenders, provided that the Borrower may in a notice to the Agent pursuant to this Clause 11.2 require that all or part of the relevant prepayment be applied first in total or partial prepayment of any outstanding Advance under the Tranche D Facility. 37 11.3 NOTICE OF PREPAYMENT Any notice of prepayment given by the Borrower pursuant to Clause 11.2 shall be irrevocable, shall specify the date upon which the prepayment is to be made and the amount of the prepayment and shall oblige the Borrower to make the prepayment on that date and on that date the Lenders' Commitments in respect of each Facility shall be cancelled pro rata to the extent of the prepayment as provided in Clause 11.2. 11.4 REPAYMENT OF A LENDER'S SHARE OF A LOAN If any Lender or the Agent on its behalf claims indemnification from the Borrower under Clause 14.2 or Clause 16.1 and within thirty days thereafter the Agent receives from the Borrower at least five days' prior written notice (which shall be irrevocable) of the Borrower's intention to repay the Lender's share of all of the Loans, the Borrower shall repay that Lender's share of the Loans. 11.5 NO FURTHER ADVANCES A Lender for whose account a repayment is to be made under Clause 11.4 shall not be obliged to participate in the making of Advances on or after the date on which the Agent receives notice of the Borrower's intention to repay that Lender's share of the Loans, and on that date the Lender's Commitments in respect of all of the Loans shall be reduced to zero. 11.6 NO OTHER REPAYMENTS AND NO REBORROWING The Borrower may not repay all or any part of any Tranche A Loan, the Tranche B Loan, the Tranche C Loan or the Tranche D Loan, except at the times and in the manner expressly provided for in this Agreement and shall not be entitled to reborrow any amount repaid under the Tranche A Loan, the Tranche B Loan or the Tranche C Loan. 12. MANDATORY PREPAYMENT 12.1 GENERAL The Borrower shall procure that the following amounts shall be applied in prepayment of the Loans and all other amounts owing by the Borrower to the Beneficiaries under the Facility Documents: (A) on the next following Interest Payment Date after the day which is 50 days after each date on which a repayment falls to be made pursuant to Clause 11.1(B), an amount equal to 50% of the Excess Cash Flow for the two immediately preceding Quarters; (B) immediately all proceeds received by the Borrower from insurance policies relating to a Project Asset which proceeds have not been utilised for the repair or replacement of such Project Asset within three months of receipt; 38 (C) net proceeds from the sale or other disposal of any material asset relating to the Network to the extent not reinvested within 180 days of receipt; and (D) immediately, any amount by which the Loan made under any Facility exceeds the Available Facility in respect of such Facility at that time. Subject as stated in Clause 12.2, any prepayment by the Borrower pursuant to the provisions of this Clause 12 on a day other than an Interest Payment Date shall be subject to the provisions of Clauses 24.2 and 24.3 and shall be applied FIRSTLY to the payment of all fees, costs and expenses payable by the Borrower under the Facility Documents, SECONDLY to the payment of all accrued and unpaid interest under the Facility Documents, and THIRDLY to the prepayment of all outstanding principal advanced pursuant to this Agreement, and (in all cases other than a prepayment pursuant to paragraph (D) above, which shall be applied entirely to reduce the Loan under the Facility in question) shall be applied to reduce each Loan and the Commitments in respect of each Facility pro rata in reverse chronological order and rateably between the Lenders. 12.2 VAT PREPAYMENTS This clause 12.2 applies in relation to each Advance (each a "VAT Advance") which (a) is made to a Supplier pursuant to Clause 7.1(A) in discharge of an Invoice issued pursuant to the PMP Contract or the Core Network Contract and (b) part of which (the "VAT Amount" in relation to that VAT Advance) funds a payment of VAT specified in that Invoice. In relation to each VAT Advance the Borrower shall, on the next following Interest Payment Date (in respect of the relevant VAT Advance) which occurs after the date which is one month and five Business Days after the end of the Quarter during which the VAT Advance is made, prepay an amount equal to the VAT Amount of that VAT Advance. Each such prepayment shall be applied to reduce each Loan in respect of the Facility pursuant to which each VAT Advance was made, by an amount equal to the VATAmount of that VAT Advance. 13. CANCELLATION OF COMMITMENTS 13.1 CANCELLATION BY THE BORROWER The Borrower may, provided that it has given to the Agent not less than five Business Days' prior written notice to that effect, cancel the whole or any part (being in a minimum principal amount of Euro 5,000,000 (five million Euro)) and a multiple of Euro 1,000,000 (one million Euro) of the Commitments provided that the Lenders are satisfied (acting reasonably) that: (A) FirstMark Deutschland is able to pay, in accordance with the provisions of the Supply Contracts, all outstanding Invoices and any future Invoices; and 39 (B) the Relevant Companies, together, will be able to carry on the Business. 13.2 NOTICE OF CANCELLATION Any notice of cancellation given by the Borrower pursuant to Clause 13.1 shall be irrevocable, shall specify the date on which the cancellation is to be made and the amount of the cancellation. 13.3 CANCELLATION PRIOR TO FIRST DRAW DOWN If the Tranche A Financial Completion Date has not occurred by the date falling three months after the date of this Agreement: (A) the Commitments in respect of each Facility will be cancelled automatically; and (B) all accrued amounts owing by the Borrower under this Agreement (including all amounts payable pursuant to Clauses 29 and 30) shall be paid in full by the Borrower within 15 Business Days of the date falling three months after the date of this Agreement. 13.4 CANCELLATION ON REPAYMENT DATE Unless the Commitments in respect of a Facility have already been otherwise cancelled pursuant to this Clause 13, such Commitments shall be cancelled automatically upon the expiry of the Availability Period in respect of such Facility. 40 PART 5 RISK ALLOCATION 14. TAXES 14.1 TAX GROSS-UP All payments to be made by the Borrower to any Beneficiary under this Agreement shall be made free and clear of and without deduction for or on account of tax imposed by Germany or any other jurisdiction through which or from which payments under this Agreement are made unless the Borrower is required to make the payment subject to the deduction or withholding of tax, in which case the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall (subject as stated in Clause 14.4) be increased to the extent necessary to ensure that, after the making of the required deduction or withholding, the Agent or relevant Lender, as the case may be, receives and retains (free from any liability in respect of any deduction or withholding) a net sum equal to the sum which it would have received and retained had no deduction or withholding been made or required to be made. The Borrower will not be obliged to increase any payment made under this Clause 14.1 to any Lender to the extent that payment is required to be made by reason of a Lender not being a Qualifying Bank at the date of this Agreement or ceasing to be a Qualifying Bank unless (i) the requirement to deduct or withhold would have applied had such Lender been or continued to be a Qualifying Bank (in which case the amount payable will not exceed the amount which would have been payable to a Qualifying Bank) or (ii) such Lender is not or ceases to be a Qualifying Bank as a result of a change of law or application of a double taxation treaty or generally applied practice of the tax authorities after the date hereof in the jurisdiction of the obligor required to make such deduction or withholding. 14.2 TAX INDEMNITY FOR LENDERS Without prejudice to the provisions of Clause 14.1, if any Beneficiary is required to make any payment on account of tax (not being a tax imposed on and calculated by reference to the net income paid to and received by its Facility Office by the jurisdiction in which it is incorporated or in which its Facility Office is located) or otherwise on or in relation to any sum received or receivable hereunder by such Beneficiary (including any sum received or receivable under this Clause 14.2) or any liability in respect of such payment is asserted, imposed, levied or assessed against such Beneficiary, the Borrower shall, upon demand by the Beneficiary to the Borrower, promptly indemnify such person against that payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection with the payment or liability. 14.3 CLAIMS BY LENDERS OR THE AGENT A Lender intending to make a claim pursuant to Clause 14.2 shall notify the Agent of the event by reason of which it is entitled to do so (giving reasonable details in respect of the amount in question), provided that this Clause 14.3 shall not require any Lender to disclose any confidential information relating to the organisation of its affairs. 41 14.4 WITHHOLDINGS AND TRANSFEREES This clause applies where (a) the Borrower is required to make a payment to a Lender subject to the deduction or withholding of tax; and (b) such Lender has become a Lender pursuant to a transfer effected after Syndication pursuant to Clause 32.5; and (c) no such deduction would have had to be made in respect of the same payment to the Lender by which such transfer was effected. If this Clause applies the Borrower shall not be obliged to make a gross-up payment to the transferee Lender pursuant to Clause 14.1. 15. TAX RECEIPTS AND TAX CREDITS 15.1 NOTIFICATION OF REQUIREMENT TO DEDUCT TAX If, at any time, the Borrower is required by law to make any deduction or withholding from any sum payable by it under this Agreement to a Beneficiary (or if thereafter there is any change in the rates at which or the manner in which those deductions or withholdings are calculated), the Borrower shall promptly notify the Agent. 15.2 EVIDENCE OF PAYMENT OF TAX If the Borrower makes any payment to a Beneficiary under this Agreement in respect of which it is required to make any deduction or withholding, it shall pay the full amount required to be deducted or withheld to the relevant taxation or other authority within the time allowed for the payment under applicable law and shall deliver to the Beneficiary, within thirty days after it has made the payment to the applicable authority, an original receipt (or a certified copy) issued by the authority evidencing the payment to the authority of all amounts required to be deducted or withheld in respect of that Lender's share of the payment. 15.3 MITIGATION OF TAX If, and to the extent that, the effect of Clause 14.1 or 14.2 can be mitigated by virtue of the provisions of any applicable double tax convention entered into by any Beneficiary's jurisdiction of residence and the jurisdictions in which the Borrower is resident or deemed under tax legislation or such double tax convention to be resident (whether by a claim to repayment of any tax referred to in Clauses 14.1 or 14.2 or otherwise) each Beneficiary agrees to co-operate with the Borrower with a view to submitting any forms required for the purpose of ensuring the application of the relevant double tax convention. The Beneficiary shall not be required pursuant to this Clause 15.3 to disclose any confidential information relating to the organisation of its affairs or to incur any expense (unless reimbursed by the Borrower) for the purpose of claiming exemption or relief pursuant to any such double taxation convention. 15.4 TAX CREDIT If the Borrower makes a Tax Payment and the relevant Beneficiary determines that: (A) a Tax Credit is attributable to that Tax Payment; and 42 (B) that Beneficiary has obtained, utilised and retained that Tax Credit, that Beneficiary shall pay an amount to the Borrower which that Beneficiary determines will leave it (after that payment) in the same after-tax position as it would have been in had the Tax Payment not been made by the Borrower. 15.5 TAX ON NET INCOME EXCLUDED Clause 14.1 shall not apply with respect to any tax imposed on or calculated by reference to the net income received or receivable by a Beneficiary in the jurisdiction in which that Beneficiary is incorporated or (if different) the jurisdiction in which that Beneficiary is treated as resident for tax purposes. 16. CHANGES IN CIRCUMSTANCES 16.1 INCREASED COSTS If, by reason of (i) any change in law or in its interpretation or administration occurring after the date of this Agreement or (ii) compliance with any Capital Adequacy Requirement or any other request from or requirement of any central bank or other fiscal, monetary or other authority introduced after the date of this Agreement: (A) a Lender or any holding company of a Lender is unable to obtain the rate of return on its capital which it would have been able to obtain but for the Lender assuming or maintaining a commitment or performing its obligations (including its obligation to participate in the making of Advances) under this Agreement; (B) a Lender or any holding company of a Lender incurs a cost as a result of the Lender assuming or maintaining a commitment or performing its obligations (including its obligation to participate in the making of Advances) under this Agreement; (C) there is any increase in the cost to a Lender or any holding company of the Lender of funding or maintaining all or any of the loans comprised in a class of loans formed by or including the Lender's share of the Advances; or (D) a Lender or any holding company of a Lender becomes liable to make any payment on account of tax or otherwise (not being a tax imposed on and calculated by reference to the overall net income paid to and received by the Lender's Facility Office by the jurisdiction in which it is incorporated or in which its Facility Office is located) on or calculated by reference to the amount of the Lender's share of the Advances or to any sum received or receivable by it under this Agreement, then the Borrower shall, from time to time on demand of the Agent for and on behalf of a Lender to the Borrower, promptly pay to the Agent for the account of that Lender amounts sufficient to hold harmless and indemnify that Lender or Lender's holding company from and against, as the case may be: 43 (1) the reduction in the rate of return of capital; (2) the cost; (3) the increased cost (or a proportion of the increased cost that is, in the opinion of that Lender, attributable to its participating in the funding or maintaining of Advances); or (4) the liability, Provided that no Lender may make any claim for indemnity in respect of any reduction, cost, increased cost or liability to the extent that any such amount is compensated for by the Mandatory Cost or additional amounts are payable under Clause 14 (Taxes) in respect of the reduction, cost, increased cost or liability. 16.2 INCREASED COSTS CLAIMS A Lender intending to make a claim pursuant to Clause 16.1 shall notify the Agent of the event by reason of which it is entitled to do so (giving reasonable details in respect of the amount in question), whereupon the Agent shall notify the Borrower of the claim Provided that the Lender shall not be required to disclose any confidential information relating to the organisation of its affairs. 16.3 ILLEGALITY If, at any time after the date of this Agreement, it becomes unlawful for a Lender or any holding company of the Lender to make, fund or allow to remain outstanding all or part of its share of the Advances that Lender shall, promptly after becoming aware of the same, deliver to the Borrower through the Agent a notice to that effect and: (A) the Lender shall not be obliged to participate in the making of any Advances and the amount of its Available Commitments shall be immediately reduced to the extent necessary to ensure compliance with the relevant law or regulation and to avoid the illegality; and (B) if the Agent on behalf of the Lender so requires, the Borrower shall on the date the Agent specifies (being no earlier than the first day of any applicable grace period permitted by law) repay the Lender's share of any outstanding Advances (to the extent necessary to ensure compliance with the relevant law or regulation and to avoid the illegality) together with interest accrued on the outstanding Advances and all other amounts owing to the Lender under this Agreement. 17. MITIGATION If, in respect of any Lender, circumstances arise which would or would upon the giving of notice result in: (A) the reduction of its Available Commitment to zero pursuant to Clause 16.3; 44 (B) an increase in the amount of any payment to be made to it or for its account pursuant to Clause 16.1; or (C) a claim for indemnification pursuant to Clause 14.2 or 16.1 or the Borrower becomes liable to pay an amount under Clause 14.1, then, without in any way limiting, reducing or otherwise qualifying the rights of the Lender or the obligations of the Borrower under any of the Clauses referred to in paragraphs (A), (B) or (C) above, the Lender shall notify the Agent of those circumstances and take such steps as the Lender considers appropriate to mitigate the effects of those circumstances including the transfer of its Facility Office to another jurisdiction or the transfer of its rights and obligations under this Agreement to another financial institution Provided that the Lender shall be under no obligation to take any action if, in the opinion of the Lender, to do so might have any adverse effect upon its business, operations, financial condition or tax affairs. 45 PART 6 GUARANTEE 18. GUARANTEE AND INDEMNITY 18.1 GUARANTEE AND INDEMNITY FirstMark Deutschland irrevocably and unconditionally: (A) guarantees to each Beneficiary punctual performance by each other Relevant Company of the Guaranteed Obligations; (B) undertakes with each Beneficiary that if a Relevant Company does not pay any amount when due pursuant to or in connection with the Guaranteed Obligations, FirstMark Deutschland shall immediately on demand pay that amount as if it were the principal obligor; and (C) indemnifies each Beneficiary immediately on demand against any cost, loss or liability suffered by that Beneficiary if any Guaranteed Obligation is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Beneficiary would otherwise have been entitled to recover. 18.2 CONTINUING GUARANTEE The guarantee contained in this Clause 18 is a continuing guarantee and will extend to the ultimate balance of sums payable pursuant to the Guaranteed Obligations and by the Borrower under the Facility Documents, regardless of any intermediate payment or discharge in whole or in part. 18.3 REINSTATEMENT If any payment by a Relevant Company or any discharge given by a Beneficiary (whether in respect of the Guaranteed Obligations or the obligations of the Borrower or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event: (A) the liability of each Relevant Company shall continue as if the payment, discharge, avoidance or reduction had not occurred; and (B) each Beneficiary shall be entitled to recover the value or amount of that security or payment from each Relevant Company, as if the payment, discharge, avoidance or reduction had not occurred. 18.4 WAIVER OF DEFENCES The obligations of FirstMark Deutschland under this Clause 18 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or 46 prejudice any of its obligations under this Clause 18 (without limitation and whether or not known to it or any Beneficiary) including: (A) any time, waiver or consent granted to, or composition with, any Relevant Company or other person; (B) the release of the Borrower or any other person under the terms of any composition or arrangement with any creditor of any Relevant Company; (C) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over the assets of, any Relevant Company or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (D) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Relevant Company or any other person; (E) any amendment (however fundamental) or replacement of a Facility Document or any other document or security; (F) any unenforceability, illegality or invalidity of any obligation of any person under any Facility Document or any other document or security; or (G) any insolvency or similar proceedings. 18.5 IMMEDIATE RECOURSE FirstMark Deutschland waives any right it may have of first requiring any Beneficiary (or any trustee or agent on its behalf) to take formal proceedings against or enforce any other rights or security before claiming from FirstMark Deutschland under this Clause 18. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary. 18.6 APPROPRIATIONS Until all amounts which may be or become payable pursuant to the Guaranteed Obligations or by the Borrower under or in connection with the Finance Documents have been irrevocably paid in full, each Beneficiary (or any trustee or agent on its behalf) may: (A) except to the extent expressly provided otherwise in the Intercreditor Agreement, refrain from applying or enforcing any other moneys, security or rights held or received by that Beneficiary (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Borrower shall be entitled to the benefit of the same; and 47 (B) hold in an interest-bearing suspense account any moneys received from FirstMark Deutschland or on account of FirstMark Deutschland's liability under this Clause 18. 18.7 DEFERRAL OF GUARANTOR'S RIGHTS Until all amounts which may be or become payable pursuant to the Guaranteed Obligations or by the Borrower under or in connection with the Facility Documents have been irrevocably paid in full, FirstMark Deutschland will not exercise any rights which it may have by reason of performance by it of its obligations under this Clause 18: (A) to be indemnified by any Relevant Company; (B) to claim any contribution from any other guarantor of any Relevant Company's obligations under the Facility Documents; and/or (C) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiaries under the Facility Documents or of any other guarantee or security taken pursuant to, or in connection with, the Facility Documents by any Beneficiary. 18.8 ADDITIONAL SECURITY The guarantee contained in this Clause 18 is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Beneficiary. 48 PART 7 REPRESENTATIONS, COVENANTS AND EVENTS OF DEFAULT 19. REPRESENTATIONS 19.1 LEGAL REPRESENTATIONS The Borrower represents and warrants in the terms set out in this Clause 19.1 and acknowledges that the Beneficiaries have entered into this Agreement (and the other Transaction Documents to which each is respectively a party) in reliance on these representations and warranties. (A) STATUS AND DUE AUTHORISATION The Parent Company is a body corporate duly organised and validly existing under the laws of the Grand-Duchy of Luxembourg, each of the Relevant Companies is a limited liability company (GESELLSCHAFT MIT BESCHRANKTER HAFTUNG) duly organised and validly existing under the laws of Germany, each of the Parent Company and each Relevant Company is qualified to do business and in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary, and each of the Relevant Companies and the Parent Company is so organised with power to own its assets and carry on its business as now proposed to be conducted, and execute and deliver each of the Transaction Documents to which it is a party and to exercise its rights and perform its obligations under them and all corporate and other action required to authorise its execution and delivery of each of the Transaction Documents to which it is a party and its exercise of its rights and its performance of its obligations under them has been duly taken. (B) BINDING OBLIGATIONS The obligations expressed to be assumed by each of the Relevant Companies and the Parent Company in each of the Transaction Documents to which it is a party are its legal, valid and binding obligations enforceable, subject only to the Reservations, in accordance with their terms. (C) CLAIMS PARI PASSU The claims of the Beneficiaries: (i) except as expressly provided otherwise in the Intercreditor Agreement, under the Facility Documents rank at least PARI PASSU with the claims of all other creditors of the Relevant Companies; and (ii) against each of the Relevant Companies and the Parent Company under the Transaction Documents to which they are respectively parties rank at least PARI PASSU with the claims of all other unsecured and unsubordinated creditors of the Relevant Companies and the Parent Company respectively, 49 save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application. (D) GOVERNING LAW AND JUDGMENTS In any proceedings taken in Germany in relation to any of the Transaction Documents to which any of the Relevant Companies or the Parent Company is a party, the choice of the governing law expressed in them and any judgment obtained in Germany or Luxembourg in respect of such Transaction Documents will be recognised and enforced. (E) VALIDITY AND ADMISSIBILITY IN EVIDENCE All acts, conditions and things required to be done, fulfilled and performed in order: (a) to enable each of the Relevant Companies and the Parent Company lawfully to enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in each of the Transaction Documents to which it is a party; (b) to ensure that the obligations expressed to be assumed by each of the Relevant Companies and the Parent Company in each of the Transaction Documents to which it is a party are legal, valid and binding; and (c) to make each of the Transaction Documents to which any of the Relevant Companies and the Parent Company is a party admissible in evidence in Germany and Luxembourg, have been done, fulfilled and performed. (F) NO FILING OR STAMP TAXES Under the laws of Germany and Luxembourg in force at the date of this Agreement, it is not necessary that any of the Transaction Documents to which any of the Relevant Companies and the Parent Company is a party be filed, recorded or enrolled with any court or other authority in any of these jurisdictions or that any stamp, registration or similar tax be paid on or in relation to any of the Transaction Documents. (G) NO DEDUCTIONS OR WITHHOLDINGS Under the laws of Germany none of the Relevant Companies will be required to make any deduction or withholding from any payment it may make to any Beneficiary under any of the Facility Documents to which it is a party. 50 19.2 FACTUAL REPRESENTATIONS The Borrower makes the representations and warranties set out in this Clause 19.2 and acknowledges that the Beneficiaries have entered into this Agreement (and each Transaction Document to which each is respectively a party) in reliance on those representations and warranties. (A) NO LITIGATION OR OTHER PROCEEDINGS No litigation, arbitration or other action or administrative proceedings of or before any court or agency, as at the date of this Agreement, has been started or, to the knowledge of the Borrower, threatened and, as at any date thereafter on which this representation is repeated or deemed repeated, has been started or, to the knowledge of the Borrower, threatened where it is reasonably likely to have a Material Adverse Effect. (B) ENVIRONMENTAL LAWS AND LICENCES Each Relevant Company has: (a) at all times complied with all Environmental Laws and Environmental Licences in all material respects; and (b) obtained and maintained in full force and effect all Environmental Licences, and there are no facts or circumstances, to the knowledge of the Borrower, entitling any such Environmental Licences to be revoked, suspended, amended, varied, withdrawn or not renewed, in any circumstances which are reasonably likely to have a Material Adverse Effect. (C) ENVIRONMENTAL CLAIMS No Environmental Claim is, to the knowledge of the Borrower, threatened or has been made against any Relevant Company which is reasonably likely to have a Material Adverse Effect and there are no circumstances which exist which might form the basis of an Environmental Claim is reasonably likely to have a Material Adverse Effect. (D) RELEVANT SUBSTANCES No Relevant Substance has been deposited, disposed of, kept, treated, imported, exported, transported, processed, manufactured, used, collected, sorted or produced at anytime or is present in the environment (whether or not on property owned, leased, occupied or controlled by any Relevant Company) in circumstances which are likely to result in any liability under Environmental Laws which is reasonably likely to have a Material Adverse Effect. 51 (E) NECESSARY AUTHORISATIONS The Necessary Authorisations are in full force and effect, except to the extent that it is unnecessary for them to have been obtained at the time this representation is made or repeated, and each Relevant Company and, to the knowledge of the Borrower, each other person party to or bound by a Necessary Authorisation is in compliance with all material provisions of those with which it is obliged to comply and none of the Necessary Authorisations are the subject of any pending or threatened proceedings or revocation in each case where failure to maintain or comply with the Necessary Authorisation or the existence of proceedings is reasonably likely to have a Material Adverse Effect. (F) LAWS Each Relevant Company has complied with all laws (including Telecommunications Laws) binding upon it where breach is reasonably likely to have a Material Adverse Effect. (G) EMPLOYEE ENTITLEMENTS (i) No Relevant Company or any of its employees is subject to any collective bargaining agreement and there are no strikes, slowdowns or work stoppages current or, to the knowledge of the Borrower, threatened against any Relevant Company or any of its employees, (ii) Each Relevant Company has at all times paid to its employees all amounts payable to them (on or before the dates on which those amounts become payable) under any applicable law and under all employment contracts, agreements and arrangements with its employees in connection with their employment (including salaries, social security obligations and entitlements, performance bonuses and sick and annual leave entitlements). (H) TAXES All taxes, withholdings, duties, fees and charges imposed directly or indirectly on any Relevant Company which are due and payable have been paid in full and were paid on or before the due date for payment. (I) FEES ETC. All fees, taxes, costs and charges due and payable by any of the Relevant Companies in connection with the Transaction Documents or the Business have been paid in full and were paid on or before the due date for payment. 52 (J) OWNERSHIP OF ASSETS AND SECURITY The Relevant Companies are the sole owners of or fully entitled to use all of the Project Assets and are the owner (whether by freehold, leasehold or otherwise) of the property subject to the Security Documents and each Relevant Company is the sole owner of all assets stated as owned by it in its respective Original Financial Statements, in each case free of any other third party right or interest whatever, other than a Permitted Encumbrance, and the security expressed to be granted under each of the Security Documents is a legal and valid first-ranking perfected security and ranking ahead of all (if any) other encumbrances and third party rights on the assets expressed to be secured by that Security Document. (K) PROPERTY (i) Each Relevant Company owns and has, or when acquired will own and have full title to each Property which it purports to own (other than leasehold or licensed properties) free and clear of all encumbrances other than Permitted Encumbrances except where the failure to have such title is reasonably likely to have a Material Adverse Effect. (ii) Each Relevant Company has, or when leases creating leasehold properties are executed will have, in and to its leasehold properties which it purports to lease free and clear of all encumbrances other than Permitted Encumbrances good leasehold title except where the failure to so possess such title is reasonably likely to have a Material Adverse Effect. (L) OWNERSHIP OF INTELLECTUAL PROPERTY The Intellectual Property Rights owned by or licensed to each Relevant Company are all the Intellectual Property Rights required by it in order to carry out, maintain and operate its Business and the Relevant Companies own or are licensed all Intellectual Property Rights required to carry out the Business, and the Relevant Companies in carrying on their respective businesses do not infringe any Intellectual Property Rights of any third party. (M) NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS No Intellectual Property Rights owned by or licensed to any Relevant Company are being infringed, nor is there any threatened infringement of any such Intellectual Property Rights. (N) ORIGINAL FINANCIAL STATEMENTS Each of the Original Financial Statements and the financial statements delivered under Clauses 20.1, 20.2 and (if any) 20.3 were (save as disclosed in them) prepared in accordance with current accounting practice and consistently applied and give (in conjunction with the notes to them) a true and fair view of 53 the financial condition of the Relevant Company in respect of which they were prepared at the date as at which they were prepared and the results of such Relevant Company's operations during the financial year then ended. (O) NO WINDING-UP No Relevant Company has taken any corporate action nor have any other steps been taken or legal proceedings been started or threatened against any Relevant Company for its winding-up, dissolution, administration or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or of any or all of its assets or revenues nor has any Relevant Company taken any proceedings leading to insolvency or suspension of payments of such Relevant Company. (P) PROJECT DOCUMENTS The Project Documents are in full force and effect and no party is in breach of the terms thereof, there are no disputes subsisting between the parties thereto, no waivers have been granted pursuant to any term of them and no amendments have been made to them in each case which is reasonably likely to have a Material Adverse Effect. (Q) NO MATERIAL DEFAULTS No Relevant Company is in breach of or in default under any agreement to which it is a party which is binding on it or any of its assets to an extent or in a manner which is reasonably likely to have a Material Adverse Effect. (R) NO UNDISCLOSED LIABILITIES No Relevant Company had, as at the date of its Original Financial Statements, any material liabilities (contingent or otherwise) which were not disclosed in such Original Financial Statements (or by the notes to them) or reserved against them nor were there at that date any material unrealised or anticipated losses of such Relevant Company arising from commitments entered into by it which were not so disclosed or reserved against. For this purpose, "MATERIAL LIABILITIES" or "MATERIAL UNREALISED OR ANTICIPATED LOSSES" means any liability or, as the case may be, loss, which is reasonably likely to have a Material Adverse Effect. (S) ENCUMBRANCES Except for Permitted Encumbrances, no encumbrance exists over all or any of the present or future revenues or assets of the Relevant Companies. 54 (T) EXECUTION AND DELIVERY OF TRANSACTION DOCUMENTS Execution and delivery by each of the Relevant Companies and the Parent Company of the Transaction Documents to which it is a party and its exercise of its rights and performance of its obligations under them do not and will not: (i) conflict with any agreement, mortgage, bond or other instrument or treaty to which it is a party or which is binding upon it or any of its assets; (ii) conflict with its constitutional documents, rules, regulations or any shareholders agreement to which it is a party; (iii) require any consent or approval of its board of Directors or shareholders which consent or approval has not been obtained, and each such consent and approval that has been obtained is adequate for its intended purpose and is in full force and effect; (iv) conflict with any applicable law, regulation or official or judicial order; or (v) result in or require the creation of any encumbrance over any of its assets (other than a Permitted Encumbrance). (U) CORPORATE STRUCTURE As at the Tranche A Financial Completion Date the structure of the Relevant Companies (and the type of shareholding of, and percentage shareholding of each shareholder in each of the Relevant Companies and Lambdanet Communications GmbH, and the jurisdiction of incorporation of each of the Relevant Companies, Lambdanet Communications GmbH and of the Parent Company) is as shown in Part 1 of Schedule 6. (V) BANK ACCOUNTS No Relevant Company operates nor has any interest in (whether alone, together or with any other person) an account with a bank or any other financial institution other than the Pledged Accounts. (W) INFORMATION The information provided in writing by or on behalf of each Relevant Company to any Beneficiary in connection with the negotiation, preparation or delivery of the Facility Documents, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading. In the case of any financial projections contained in such information, such projections were prepared and made in good faith and on the basis of information and assumptions believed to be accurate and reasonable. 55 (X) BUSINESS No Relevant Company has conducted any activity other than activities associated with or related to the Business. 19.3 REPETITION OF REPRESENTATIONS The representations set out in Clauses 19.1 and 19.2 (except for those contained in Clauses 19.1(A) (Status and Due Authorisation), 19.1(D) (Governing Law and Judgments), 19.1(E) (Validity and Admissibility in Evidence), 19.1(F) (No Filing or Stamp Taxes), 19.1(G) (No Deductions or Withholdings), 19.2(G) (Employee Entitlements), 19.2(R) (No Undisclosed Liabilities), 19.2(T) (Execution and Delivery of Transaction Documents), 19.2(U) (Corporate Structure) and 19.2(W) (Information)) shall be deemed to be repeated on each date on which a Notice of Drawdown is given, on which an Advance is made under this Agreement, on the Syndication Date and on each Interest Payment Date, in each case by reference to the facts and circumstances then existing. The representation in Clause 19.2(N) (Original Financial Statements) will be deemed repeated on such date only with regard to the Latest Financial Statements at that time. 20. INFORMATION 20.1 ANNUAL STATEMENTS The Borrower shall, as soon as the same become available but in any event within 90 days after the end of each of its respective financial years, deliver to the Agent with sufficient copies for each of the Beneficiaries the audited consolidated financial statements of the Borrower and FirstMark Deutschland and the other Relevant Companies for that financial year and the auditor's report in relation to such statements shall not contain any qualifications. 20.2 QUARTERLY STATEMENTS The Borrower shall, as the same become available but in any event within 45 days after the end of each of its respective financial quarters, deliver to the Agent with sufficient copies for each of the Beneficiaries its unaudited consolidated financial statements of the Borrower, FirstMark Deutschland and the other Relevant Companies for that quarter. 20.3 OPTIONAL STATEMENTS The Borrower may at any time deliver to the Agent with sufficient copies for each of the Beneficiaries unaudited consolidated financial statements of the Borrower and the other Relevant Companies in respect of the previous three full months prior to that time. 20.4 COMPLIANCE CERTIFICATES Each of the financial statements delivered by the Borrower under Clauses 20.1, 20.2 and (if any) 20.3 shall be accompanied by a Compliance Certificate signed by two directors of the Borrower, certifying compliance with each of the covenants contained in 56 Clause 21 (the Compliance Certificate containing detailed calculations reasonably acceptable to the Agent demonstrating compliance) and showing amounts for Annualised Revenue and Annualised EBITDA for the period covered by the relevant financial statement and a further certificate signed by two directors of the Borrower that as of the date of the financial statements no Event of Default or Potential Event of Default has occurred and is continuing or, if it has occurred, a description of the Event of Default or Potential Event of Default, and the action taken or proposed to be taken to remedy it and, in the case of the annual financial statements in respect of the Borrower delivered pursuant to Clause 20.1, by an Auditor's Compliance Certificate from the Auditor demonstrating compliance with the covenants contained in Clause 21. 20.5 ANNUAL BUDGET No more than 30 days after the commencement of each financial year of the Borrower, there shall be delivered to the Agent, with sufficient copies for each of the Beneficiaries, the Annual Budget of the Relevant Companies for such financial year. 20.6 BUSINESS PLAN There shall whilst any Loan is outstanding be delivered to the Agent, in both hard and electronic format and with sufficient copies for each of the Beneficiaries, any revision of the Business Plan as updated and corrected from time to time (following approval by the Board of the Borrower). 20.7 TAX AUDIT Should during a tax audit of the Borrower the tax authorities claim that Section 8A German Corporation Income Tax Act (KORPERSCHAFTSSTEUERGESETZ) is applicable to the Facilities or the loans made by FirstMark Deutschland to the Borrower, the Borrower will promptly inform the Lenders thereof. 20.8 INSURANCE REPORTS Together with the annual statements delivered by the Borrower pursuant to Clause 20.1 the Borrower shall deliver a certificate from Borrower insurance broker confirming that the insurance policies of the Borrower remain in full force and effect, to which shall be attached a copy of each such policy and all documentation relating to the then most recent renewal thereof. 20.9 OTHER INFORMATION The Borrower shall, and shall procure that each other Relevant Company shall, from time to time on the request of the Agent, furnish the Agent with such information about its condition (financial or otherwise), the Business and the Network as the Agent (or any Lender through the Agent) may reasonably require. 57 20.10 REQUIREMENTS AS TO FINANCIAL STATEMENTS The Borrower shall, and shall procure that each other Relevant Company shall ensure that: (A) each set of its financial statements delivered pursuant to this Clause 20 is prepared on the same basis, including accounting policies, practices, procedures, and reference periods, as was used in the preparation of its Original Financial Statements and in accordance with current accounting practice and consistently applied or where it is not so prepared including (i) a description of any changes to the basis of preparation (ii) a statement of the reasons why such change has been implemented and (iii) a pro forma set of financial statements prepared on the previous basis; (B) each set of its quarterly financial statements delivered pursuant to Clauses 20.2 and 20.3 shall include a narrative report for the relevant quarterly period, a balance sheet, profit and loss account and statement of use of funds as at the end of and for that quarterly period and details of the reasons for any material variations from the relevant Annual Budget; (C) each set of its financial statements delivered pursuant to Clause 20.1 is certified by a duly authorised officer of it as giving a true and fair view of its financial condition as at the end of the period to which those financial statements relate and of the results of its operations during the relevant period; (D) each set of its financial statements delivered pursuant to Clause 20.2 or (if any) Clause 20.3 is certified by a duly authorised officer of it as giving a reasonably fair view of its financial condition as at the end of the period to which it relates and of the results of its operations during the relevant period; (E) each set of financial statements delivered by it pursuant to Clause 20.1 has been audited by the Auditor. 20.11 LITIGATION The Borrower shall, and shall procure that each Relevant Company shall, promptly notify the Agent of any litigation, arbitration, administration or other legal or dispute resolution proceedings ("LITIGATION") which if found against the Borrower or Relevant Company is reasonably likely to have a Material Adverse Effect. 20.12 ACCESS TO RECORDS The Borrower shall, and shall procure that each other Relevant Company shall: (A) provide to the Agent and its advisers access to its records and assets as and when the Agent may reasonably require on reasonable notice and during regular business hours; and 58 (B) allow the Agent and its advisors to take records of the same and to discuss the affairs of the Borrower and each other Relevant Company with the officers, employees and auditors of the same on reasonable notice and during regular business hours. 20.13 MAINTENANCE OF ADEQUATE ACCOUNTING RECORDS The Borrower shall, and shall procure that each other Relevant Company shall, install and maintain adequate accounting, management information and cost control systems, which systems shall comply in all regards with current accounting practice. 21. FINANCIAL COVENANTS 21.1 TOTAL INDEBTEDNESS TO ANNUALISED EBITDA The Borrower shall ensure that on each Ratio Calculation Date the ratio of (i) the Total Indebtedness on such Ratio Calculation Date, to (ii) Annualised EBITDA in respect of such Ratio Calculation Date shall not exceed the maximum ratios in respect of such Ratio Calculation Date, as specified in Schedule 9 in the column headed "Total Indebtedness to Annualised EBITDA". 21.2 EBITDA TO INTEREST EXPENSE The Borrower shall ensure that on each Ratio Calculation Date the ratio of (i) EBITDA in respect of the six month period expiring upon such Ratio Calculation Date to (ii) Interest Expense in respect of the six month period expiring upon such Ratio Calculation Date shall be more than or equal to the minimum ratio in respect of such Ratio Calculation Date, as specified in Schedule 9 in the column headed "EBITDA to Interest Expense". 21.3 EBITDA TO DEBT SERVICE The Borrower shall ensure that upon each Ratio Calculation Date the ratio of (i) EBITDA of the Borrower in respect of the six month period expiring upon such Ratio Calculation Date to (ii) the amount of Debt Service in respect of the six month period expiring upon such Ratio Calculation Date, shall be more than or equal to the minimum ratio in respect of such Ratio Calculation Date, as specified in Schedule 9 in the column headed "EBITDA to Debt Service". 21.4 MINIMUM ANNUALISED REVENUE The Borrower shall ensure that on each Ratio Calculation Date the Annualised Revenue shall be no less than the minimum Annualised Revenue, as specified in relation to that Ratio Calculation Date in Schedule 9 in the column headed "Minimum Annualised Revenue". 21.5 MINIMUM ANNUALISED EBITDA The Borrower shall ensure that on each Ratio Calculation Date the Annualised EBITDA shall be no less than the minimum Annualised EBITDA, as specified in relation to that 59 Ratio Calculation Date in Schedule 9 in the column headed "Minimum Annualised EBITDA". 21.6 TOTAL INDEBTEDNESS TO CONTRIBUTED EQUITY The Borrower shall ensure that the ratio of Total Indebtedness to Contributed Equity shall not at any time exceed 3:2. 22. BORROWER'S COVENANTS 22.1 BORROWER'S POSITIVE COVENANTS The Borrower undertakes that it shall: (A) MAINTENANCE OF EXISTENCE maintain its existence as a body corporate duly formed and validly existing under the laws of Germany and procure that each other Relevant Company shall maintain its existence as a body corporate duly formed and validly existing under the laws of Germany; (B) COMPLY WITH LAWS AND REGULATIONS promptly comply with, procure that each other Relevant Company promptly complies with, and procure that each of its and each Relevant Company's agents and employees complies with, the terms and conditions of all applicable laws, regulations, agreements, licences and concessions including: (a) all Environmental Laws, all Environmental Licences, all Telecommunications Laws, the Licences and the Frequency Allocations; and (b) all safety and health standards to the extent that a prudent and experienced international operator of telecommunications networks would so comply but, in any event, no lower than those standards required under German law, in each case to the extent that failure to comply is reasonably likely to have a Material Adverse Effect, and provide, and procure that each other Relevant Company provides, to the Agent as soon as practicable after upon obtaining knowledge of any circumstance which might reasonably be expected to form the basis of an Environmental Claim in respect of any Relevant Company or its property, a notice describing such circumstances in reasonable detail and a description of the action which it or the Relevant Company proposes to take, and such other information as the Agent may reasonably request. 60 (C) PERFORMANCE OF DOCUMENTS acquire and preserve all such property, rights and interest as are necessary for the performance of its obligations under the Transaction Documents to which it is a party and the conduct of its business as contemplated in the Transaction Documents, and procure that each other Relevant Company does so in respect of its obligations under the Transaction Documents to which it is a party, and ensure that all property and interests are free of any leases, restrictions, covenants, or other rights or encumbrances, other than for Permitted Encumbrances, as could reasonably be expected to hinder or delay the performance of its obligations under the Transaction Documents to which it is a party, and procure that each other Relevant Company does so in respect of its material obligations under the Transaction Documents to which it is a party and procure that each other Relevant Company complies with the terms of each Transaction Document to which it is a party; (D) APPROVALS, LICENCES, CONSENTS, ETC. promptly obtain as required, comply with the terms of and do all that is necessary to maintain in full force and effect (and, to the extent necessary or advisable, renew) all Necessary Authorisations (including the Licences and the Frequency Allocations): (i) required in or by the laws and regulations of its jurisdiction of incorporation to enable it lawfully to enter into and perform its obligations under the Transaction Documents to which it is a party or to ensure the legality, validity, enforceability and admissibility in evidence, in Germany (and, if different, the jurisdiction of its incorporation) (as appropriate according to the governing law and submission to jurisdiction of and in each Transaction Document), of the Transaction Documents to which it is a party; or (ii) necessary for carrying on its Business; and procure that each other Relevant Company does the same, in each case where failure to do so is reasonably likely to have a Material Adverse Effect. (E) NOTICE OF DEFAULT promptly inform the Agent of the occurrence of any Event of Default or Potential Event of Default upon becoming aware of the same and, upon receipt of a written request to that effect from the Agent, confirm to the Agent that, except as previously notified to the Agent or as notified in that confirmation, no Event of Default or Potential Event of Default has occurred; (F) INSURANCE maintain, or procure the maintenance of, insurances (including all insurance required to be entered into pursuant to the Licences and Frequency Allocations) 61 with reputable underwriters or insurance companies against such risks and to such extent as would ordinarily be obtained by a person carrying on a business substantially similar to the business carried on by the Relevant Companies from time to time; (G) FILING OF TAX RETURNS file or cause to be filed all tax returns required to be filed in all jurisdictions in which each other Relevant Company is situated or carries on business or otherwise subject to tax and promptly pay all taxes which are due and payable on returns or any assessment made against it or procure the prompt payment by each other Relevant Company of all taxes which are due and payable on returns or any assessment made against such other Relevant Company; (H) REPRESENTATIONS after the delivery of any Notice of Drawdown and before the proposed making of an Advance requested in a Notice of Drawdown, immediately upon it or any Relevant Company becoming aware of the event, notify the Agent of the occurrence of any event which results in or may be expected to result in any of the representations contained in Clause 19 which are required to be repeated pursuant to Clause 19 being untrue at or before the time of the making of the Advance; (I) NETWORK procure that the Network is designed, constructed, completed, tested, commissioned, equipped, operated and maintained in all material respects in accordance and consistently with: (i) the Licences and Frequency Allocations; (ii) all applicable laws and regulations; and (iii) the Business Plan (as revised pursuant to the terms of this Agreement); (J) OPERATION OF PROJECT ASSETS procure that the Project Assets are operated in an efficient and businesslike manner and are kept in or restored to good and sufficient operating condition and that, as far as practicable, defects, imperfections and other faults are promptly remedied and made good and that repairs, renewals, replacements, additions and improvements required to that end are promptly made; (K) SUBSCRIBERS procure that all amounts paid by a Subscriber to any Relevant Company under any agreement, arrangement or understanding are paid directly into a Pledged 62 Account and if such moneys are otherwise paid to the Relevant Company in question, procure that those moneys are promptly paid into a Pledged Account; (L) ACCOUNTING REFERENCE DATE maintain 31st December as the last day of its and each other Relevant Company's financial year unless otherwise agreed by the Borrower and the Lenders or otherwise required by the law of the jurisdiction of its or the Relevant Company's incorporation; (M) INFORMATION MEMORANDUM (i) use best endeavours to assist the Arranger in the preparation of the Information Memorandum and ensure that, save as otherwise disclosed in the Information Memorandum, the factual information contained in the Information Memorandum is true and accurate and complete in all material respects on the date thereof (or, if different, as of the date when it is stated) and that no Relevant Company nor the Parent Company omits to make any non-disclosure which would make the Information Memorandum misleading in any material respect, and in the case of any financial projections or expressions of opinion contained in the Information Memorandum, procure that such projections and expressions are prepared or made in good faith and on the basis of assumptions believed by the Relevant Companies to be reasonable; and (ii) ensure that, if in the opinion of the Arranger it is necessary for the purpose of Syndication, the Information Memorandum is updated immediately prior to Syndication; (N) INTERCONNECTION ensure that the Networks are compatible with and satisfactorily interconnect with such networks as are required to enable the Business to be carried on in accordance with the current Business Plan; (O) ADDITIONAL SECURITY ensure that promptly in response to any written request of the Security Agent any assets which are acquired by any Relevant Company in connection with the Business after the date of this Agreement are secured in favour of, and to the satisfaction of, the Beneficiaries as soon as they are acquired provided that no security shall be required to be created over any asset in relation to which both of the following requirements are satisfied: (a) it is legally necessary (in order to ensure the validity or priority of such security) to create the security by way of a document which specifically identifies the asset rather than by way of a general description of assets of a specified class or at a specified location; and (b) the asset has a market value of less than Euro 1,000,000 (one million euro); 63 (P) APPLICATION OF PROCEEDS (i) promptly apply the proceeds of each Advance in the manner and for the purpose contemplated by, and in accordance with, Clause 3.4, 4.2, 5.2 or 6.2, as the case may be; (ii) ensure that all proceeds received by any Relevant Company from any source are promptly deposited into a Pledged Account; (Q) PAYMENTS FROM SUBSIDIARIES ensure that all payments to any Relevant Company by such Relevant Company's subsidiaries (if any) to enable it to pay amounts due under the Facility Documents to which it is a party are lawfully made; (R) SECURITY AND NEW SUBSIDIARIES ensure that any subsidiary created or acquired by the Borrower after the date of this Agreement shall grant security to the Lenders in form and substance satisfactory to the Lenders; (S) CASH SWEEP procure that FirstMark Deutschland shall make a loan to the Borrower (a) promptly and in any case within five Business Days after each payment by the Borrower to FirstMark Deutschland pursuant to the Service Level Agreement specified in paragraph 1 of Schedule 8; (b) of an amount equal to the excess (if any) of such payment over the aggregate amount reasonably believed by FirstMark Deutschland to be required by it as working capital or otherwise for the purpose of its business during the period of one week beginning on the date of such payment pursuant to such Service Level Agreement; (c) maturing at the time of the next payment by the Borrower pursuant to such Service Level Agreement but repayable on demand of FirstMark Deutschland prior to such time to meet ongoing cash needs of FirstMark Deutschland; and (d) which is interest-free and on such other terms as may be agreed between the Borrower and FirstMark Deutschland; and (T) FURTHER ASSURANCES shall procure that each Relevant Company party to a Facility Document shall, execute any and all further documents, agreements and instruments, and take all such further action (including the filing and registration of any such documents, agreements and instruments which may be required under any applicable law, or which the Agent may reasonably request, to give effect to the transactions contemplated by the Facility Documents. 64 22.2 BORROWER'S NEGATIVE COVENANTS The Borrower may not, and the Borrower shall procure that each other Relevant Company shall not: (A) NEGATIVE PLEDGE create or permit to subsist any security over all or any of its business or assets other than a Permitted Encumbrance or as permitted under Clause 22.3; (B) DISPOSALS sell, lease, transfer or otherwise dispose of, by one or more transactions or series of transactions (whether related or not), the whole or any part of the Project Assets with an aggregate value in excess of Euro 2,000,000 in any financial year other than: (i) disposals of cash raised or borrowed for the purpose for which it was raised or borrowed; (ii) disposals of assets on an arm's length basis provided the prior consent of an Instructing Group is obtained, such consent not to be unreasonably withheld; (iii) the sale of assets on an arm's length basis in order to fund the purchase of replacement assets which are to be used for the same purpose and which are of a comparable or superior type, value and quality; and (iv) disposals of assets which are redundant or obsolete or otherwise no longer necessary for the operation of the Network or any other part of the Business. (C) PERMITTED INDEBTEDNESS create, assume, incur or otherwise permit to be outstanding any Financial Indebtedness other than Permitted Indebtedness or the Borrower's counter-indemnification obligations in relation to any Local Guarantee. (D) FINANCIAL ACCOMMODATION (i) advance money or make available financial accommodation (including for the avoidance of doubt, participating debt) to or for the benefit of; (ii) give a guarantee, indemnity or other assurance for borrowed money, or grant any encumbrance in or over its assets in connection with an obligation or liability of; (iii) perform any obligation or settle any liability of; or 65 (iv) subscribe for, or otherwise acquire any Investments in, any person other than: (a) with the prior written consent of the Lenders (which is hereby given in relation to the indemnity in Clause 6.7); (b) unless the aggregate amount of all such monies advanced, financial accommodation made available, amounts guaranteed and amounts in respect of which an indemnity or other assurance for borrowed money is given, and the amount of all such liabilities and obligations does not exceed Euro 2,000,000; or (c) employee loans up to a maximum aggregate amount of Euro 250,000 from time to time; or (d) trade credit in the ordinary course of business for not longer than 60 days; or (e) pursuant to Clause 22.3; (E) INTRA-GROUP TRANSACTIONS allow any Financial Indebtedness to exist between itself and any other member of the Group unless such Financial Indebtedness is subordinated to amounts owed to the Beneficiaries under the Facility Documents, nor (save as expressly provided for in the Project Documents) enter into material transactions with other members of the Group other than on arms' length terms; (F) DIVIDENDS, DISTRIBUTIONS AND PAYMENTS UNDER PARENT COMPANY LOANS pay, make or declare any dividend or other distribution to the Parent Company, or any payment in respect of Subordinated Debt of the Borrower, including any hidden profit distribution (VERDECKTE GEWINNAUSSCHUTTUNG) except for any hidden profit distribution which is assumed safely as a result of the application of Section 8A KORPERSCHAFTSSTEUERGESETZ (German Corporation Income Tax Act) other than: (i) Permitted Distributions; or (ii) with the prior written consent of the Lenders. (G) AMENDMENT OF PROJECT DOCUMENTS without the prior consent of an Instructing Group permit or agree to any amendment, waiver, termination or assignment of any of the terms and conditions of any Project Document where such amendment, waiver, termination or assignment is reasonably likely to have a Material Adverse Effect; 66 (H) NEW SUBSIDIARIES acquire any subsidiaries in any financial year for consideration greater than Euro 25,000,000, except: (i) with the prior written consent of the Lenders; (ii) where the Agent has, not less than 15 Business Days prior to such acquisition being contractually agreed to, been provided with evidence reasonably satisfactory to the Agent that (a) such acquisition will not result in a breach of any covenant stated in Clause 21 and (b) such acquisition is not reasonably likely to cause a Material Adverse Effect. (I) SUBSIDIARIES OUTSIDE GERMANY create or acquire any subsidiary whose place of incorporation and/or principal place of business is outside Germany. (J) SOLE BUSINESS carry on any business other than the Business; (K) TRANSACTIONS ON ARM'S LENGTH TERMS enter into any transactions or series of transactions with any person except on arm's length terms and conditions; (L) WAIVE FINANCIAL INDEBTEDNESS release or waive any Financial Indebtedness owed by any person to it other than for valuable market consideration; (M) CONSTITUTIONAL DOCUMENTS amend its constitutional documents in any manner except as required under the law of its jurisdiction of incorporation (in which case the Borrower shall notify the Agent of such requirement immediately) or in a manner to which the Agent has given its prior written consent where such amendment is reasonably likely to have a Material Adverse Effect; (N) PROFIT SHARING without the prior written consent of the Agent (acting on the instructions of all the Lenders) enter any joint venture, partnership or similar arrangements whereby any income or profits (however described) are, or would be, shared with any other party; 67 (O) CHANGE TO STRUCTURE without the prior written consent of the Agent (acting on the instructions of an Instructing Group, acting reasonably) make any material change to the relative roles, in relation to the Network, of the Borrower and FirstMark Deutschland, as illustrated in Part 2 of Schedule 6; and (P) BANK ACCOUNTS on or from the Tranche A Financial Completion Date, open, operate or have any interest (whether alone or with any other person) in any account with a bank or other financial institution other than the Pledged Accounts. 22.3 CASH COLLATERALISED BANK GUARANTEES Notwithstanding the other provisions of this Agreement, the Borrower may establish a bank account (the "CASH COLLATERAL ACCOUNT"), with a branch of Deutsche Bank AG to be agreed between the Borrower and Deutsche Bank AG, which is not a Pledged Account. The Cash Collateral Account may be the subject of security in favour of Deutsche Bank AG, securing the counter-indemnification obligations of the Borrower in relation to one or more guarantees (the "LOCAL GUARANTEES") issued by Deutsche Bank AG at the request of the Borrower. No Local Guarantee shall be issued unless the counter-indemnification obligations of the Borrower in relation to it shall be fully cash-collateralised by amounts deposited in the Cash Collateral Account. The counter-indemnification obligations of the Borrower in relation to the Local Guarantees shall at no time exceed in aggregate Euro 10,000,000 (ten million euro). The amount standing to the credit of the Cash Collateral Account shall at no time exceed the lesser of (a) the aggregate contingent counter-indemnification obligations of the Borrower at that time in relation to the Local Guarantees; and (b) Euro 10,000,000 (ten million euro). 23. EVENTS OF DEFAULT 23.1 EVENTS OF DEFAULT If: (A) NON-PAYMENT subject to Clause 23.3, any party to a Facility Document other than a Beneficiary fails to pay: (i) any sum due from it under or in connection with any Facility Documents in respect of the payment of principal under any Loan, upon such sum becoming due and payable, in the currency and in the manner specified; (ii) any sum due from it under or in connection with the Facility Documents in respect of the payment of interest under any Loan, within three 68 Business Days of such sum becoming due and payable, in the currency and in the manner specified; and (iii) any other sum due from it under or in connection with the Facility Documents within five Business Days of such sum becoming due and payable, in the currency and in the manner specified. (B) SECURITY DOCUMENTS any party to a Security Document (other than a Beneficiary) is in default of its material obligations thereunder, and such default continues unremedied for five Business Days or more or any Security Document ceases to be effective to create and maintain a first-ranking security over the assets specified therein, and such failure is not remedied within 15 Business Days of the Borrower becoming aware of the same. (C) BREACH OF FACILITY DOCUMENTS other than in respect of a breach pursuant to Clause 23.1(A), any party (other than a Beneficiary) fails duly to perform or comply with any of the obligations expressed to be assumed by it in any Facility Document to which it is a party and such failure or non-compliance, if capable of remedy, is not remedied to the reasonable satisfaction of the Agent within 30 days of such party or any Beneficiary becoming aware of such breach; (D) INVALIDITY OF FACILITY DOCUMENTS any material obligation of any party to a Facility Document (other than a Beneficiary) ceases to be legal, valid and binding in accordance with its terms. (E) BREACH OR REPUDIATION OF PROJECT DOCUMENTS any Relevant Company fails duly to perform or comply with, or repudiates or evidences an intention to repudiate, any of the material obligations expressed to be assumed by it in any Project Document or any other material contract, instrument, agreement, arrangement or understanding to which it is a party and such breach is not cured within any grace period permitted under the terms of such Project Document, material contract, instrument, agreement, arrangement or understanding and the occurrence of such failure is reasonably likely to have a Material Adverse Effect. (F) MISREPRESENTATIONS any representation or statement made (i) pursuant to any Facility Documents (other than by a Beneficiary) or (ii) in any notice or other document, certificate or statement delivered pursuant to a Facility Document (other than by a Beneficiary), is or proves to have been incorrect or misleading in any material respect when made. 69 (G) TERMINATION, ETC. OF TRANSACTION DOCUMENTS (i) any Project Document is amended, modified, suspended, cancelled, revoked, surrendered or terminated (whether in whole or in part) and the same is reasonably likely to have a Material Adverse Effect; (ii) any consent, licence, approval, authorisation, registration or permit required or obtained by any party to a Transaction Document (other than a Beneficiary) for the execution, delivery and performance of any Transaction Document or the undertaking of the Business is suspended, cancelled, revoked, surrendered or terminated, in whole or in part, or any part of the Business is or is likely to be permanently suspended or abandoned and the same is reasonably likely to have a Material Adverse Effect; or (iii) any party is in breach of any Project Document and the same is reasonably likely to have a Material Adverse Effect. (H) CROSS DEFAULT any Financial Indebtedness of any Relevant Company or the Parent Company (in the case of the Parent Company being an aggregate amount of more than Euro 10,000,000) is not paid when due (or within any applicable grace period appearing in the relevant document), becomes due and payable prior to its specified maturity or any creditor becomes entitled to declare any indebtedness due and payable prior to its specified maturity, in each case as a result of the occurrence of a default (howsoever described). (I) FAILURE TO PAY DEBTS any Relevant Company or the Parent Company is unable to pay its debts as they fall due, ceases to make payments or commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or a composition with its creditors, or makes any good faith application for the opening of a court composition (GERICHTLICHES VERGLEICHSVERFAHREN) without the prior approval of the Agent acting on the instructions of all the Lenders. (J) COMMENCEMENT OF INSOLVENCY PROCEEDINGS any action or legal proceedings are started against any Relevant Company or the Parent Company for its winding-up, dissolution, administration, bankruptcy or any similar or analogous proceeding or by any Relevant Company or the Parent Company in order for it to be declared in suspension of payments and such action or proceedings are not dismissed, stayed or terminated within 30 days of being commenced other than for the purposes of a solvent reconstruction on terms and conditions approved by the Agent acting on the instructions of all the Lenders. 70 (K) ENFORCEMENT OF ENCUMBRANCES any execution, distress, attachment or legal process is levied, made or taken against, or an encumbrancer takes possession of, the whole or any material part of the Project Assets and is not discharged or stayed within 30 days of being commenced. (L) EXPROPRIATION OF ASSETS, PRIVATISATION by or under the authority of any government any of the issued shares of any Relevant Company or the whole or any material part of its revenues or assets is seized, nationalised, expropriated, compulsorily acquired or otherwise removed from the control or ownership of the owner of such shares or of such Relevant Company and such action is reasonably likely to have a Material Adverse Effect. (M) ILLEGALITY at any time it is or becomes unlawful for any of the Relevant Companies and the Parent Company to perform or comply with any or all of their respective material obligations under the Transaction Documents or any of their respective material obligations are not or cease to be (subject only to the Reservations) legal, valid and binding. (N) CESSATION OF BUSINESS any Relevant Company ceases to carry on the Business. (O) MATERIAL ADVERSE EFFECT any event or series of events occurs which has or is reasonably likely to have a Material Adverse Effect. (P) MATERIAL ADVERSE CHANGE a material adverse change in the business or condition (financial or otherwise) of the Relevant Companies (taken as a whole) occurs since 31st December, 1999. (Q) CHANGE OF CONTROL (i) the Parent Company ceases for any reason to control (as such term is defined in the definition of Affiliate) the Borrower; (ii) FirstMark Deutschland or any other Relevant Company, (other than the Borrower) ceases to be directly or indirectly, a wholly-owned subsidiary of the Borrower. 71 (R) EQUITY COMMITMENT UNDERTAKING the Parent Company breaches any of its material obligations under the Equity Commitment Undertaking. (S) FAILURE TO COMPLY WITH FINAL JUDGEMENT any Relevant Company fails to comply with or pay any sum due from it under any final judgement for an amount in excess of Euro 500,000 or final order for an amount in excess of Euro 500,000 made or given by any court of competent jurisdiction, in each case where a stay of execution of such final judgment or order is not procured within 30 days of entry thereof, then the Agent shall, if so instructed by an Instructing Group, by written notice to the Borrower: (1) declare the Advances together with accrued interest and any other sums then owed by the Borrower under this Agreement to be immediately due and payable or declare the Advances to be due and payable on demand from the Agent together with accrued interest and any other sums then owed by the Borrower under this Agreement or any of the other Facility Documents; and/or (2) cancel the Facilities and the Available Commitments of each Lender shall be reduced to zero. 23.2 ACCELERATION If, pursuant to Clause 23.1, the Agent declares the Advances to be due and payable on demand the Agent shall, if so instructed by an Instructing Group, by written notice to the Borrower call for repayment of the Advances together with accrued interest and any other sums then owed by the Borrower under this Agreement or any other Facility Document on the date specified in the notice or withdraw its declaration with effect from the date specified in the notice. 23.3 TECHNICAL DEFAULT IN PAYMENT Failure by any member of the Group to pay an amount due will not constitute an Event of Default under Clause 23.1(A) if: 72 (A) before the exercise of the Agent's powers under Clause 23.1 the relevant party demonstrates to the satisfaction of the Agent that it had sufficient available funds with its bankers and had given appropriate instructions to those bankers to make that payment and that the payment would have been made but for temporary technical or administrative difficulties outside the control of such party; and (B) payment is received in the manner required within six Business Days of the due date. The Agent need not wait for a demonstration under Clause 23.3(A) before exercising its powers under this Clause 23.3. 73 PART 8 DEFAULT INTEREST AND INDEMNITY 24. DEFAULT INTEREST AND INDEMNITY 24.1 ACCRUAL AND PAYMENT OF DEFAULT INTEREST (A) Subject as stated in paragraph (B), interest shall accrue on each unpaid amount which is due and payable by the Borrower under or in respect of this Agreement: (i) on a daily basis up to the date of actual payment from (and including) the due date or, in the case of an amount payable by way of reimbursement or indemnity, the date of demand; (ii) both before and after judgment (as a separate and independent obligation); and (iii) at the rate equal to the sum of (a) 2% per annum plus (b) EURIBOR for such successive periods as may be selected by the Agent plus (c) the Margin (if any) applicable to the amount immediately before the due date, plus (d) the Mandatory Cost, if any. (B) This Clause shall not apply to any interest payable under this Agreement, including interest payable under this Clause. (C) The Borrower shall pay interest accrued under this Clause on demand by the Agent and on the last Business Day of each period specified by the Agent. That interest is payable in the currency of the unpaid amount upon which it accrues. 24.2 BROKEN PERIODS If any Lender or the Agent on its behalf receives or recovers all or any part of the Lender's share of an Advance (including, for the avoidance of doubt, as a result of any prepayment in accordance with this Agreement) otherwise than on the last day of an Interest Period relating to that Advance, the Borrower shall pay to the Agent on demand for the account of the Lender an amount equal to the amount (if any) by which (a) the additional interest which would have been payable on the amount so received or recovered had it been received or recovered on the last day of that Interest Period exceeds (b) the amount of interest which in the opinion of the Agent would have been payable to the Agent on the last day of that Interest Period in respect of a Euro deposit equal to the amount so received or recovered placed by it with a prime bank in the European inter-bank market for a period starting on the Business Day following the date of such receipt or recovery and ending on the last day of that Interest Period. 24.3 BORROWER'S INDEMNITY The Borrower indemnifies each Beneficiary against any loss, liability, cost and expense that is incurred or sustained by the Beneficiary as a consequence of: 74 (A) the occurrence of any Event of Default or Potential Event of Default; (B) any exercise or attempted exercise of any right, power or remedy under any Facility Document or any failure to exercise any right, power or remedy except where that failure is due to the wilful misconduct or gross negligence of that Beneficiary; (C) any Environmental Claim; (D) an Advance requested in a Notice of Drawdown not being provided for any reason (including failure to fulfil any condition precedent but excluding any default by the Beneficiary which is claiming under this Clause); or (E) a Beneficiary receiving payments of principal in respect of any Advance other than on the last day of an Interest Period relating to the Advance or any period under Clause 24.1 for any reason, including a prepayment in accordance with this Agreement which is not otherwise compensated by operation of Clause 24.2. Without limitation, the indemnity will cover any amount reasonably determined by the relevant Beneficiary to be incurred by reason of the liquidation or re-employment of deposits or other funds acquired or contracted for by the relevant Beneficiary to fund or maintain any Advance or amount (including loss of Margin) or by reason of the termination or reversing in whole or part of any agreement or arrangement entered into by the relevant Beneficiary to hedge, fix or limit its effective cost of funding or maintaining any Advance or amount. 24.4 UNPAID SUMS AS ADVANCES Any unpaid sum shall, for the purposes of this Clause 24 and Clause 16.1, be treated as an Advance and accordingly in this Clause 24 and Clause 16.1 the term "ADVANCE" includes any unpaid sum and the term "INTEREST PERIOD", in relation to an unpaid sum, includes each such period relating to an unpaid sum as specified by the Agent under Clause 24.1. 75 PART 9 PAYMENTS 25. CURRENCY OF ACCOUNT AND PAYMENT 25.1 CURRENCY OF ACCOUNT The Euro is the currency of account and payment for each and every sum at any time due from the Borrower under any Facility Document except that: (A) each payment in respect of costs and expenses shall be made in the currency in which they were incurred; and (B) each payment under Clause 14.1, 14.2, 15.2 or Clause 16.1 shall be made in the currency specified by the party claiming under the relevant Clause. 25.2 CURRENCY INDEMNITY If any sum due from the Borrower under this Agreement or any order or judgment given or made in relation to any Facility Document has to be converted from the currency (the "FIRST CURRENCY") in which it is payable under any Facility Document or under the order or judgment into another currency (the "SECOND CURRENCY") for the purpose of: (A) making or filing a claim or proof against the Borrower; (B) obtaining an order or judgment in any court or other tribunal; or (C) enforcing any order or judgment; the Borrower shall indemnify and hold harmless each of the persons to whom the sum is due from and against any loss suffered or incurred as a result of any discrepancy between (i) the rate of exchange used for that purpose of converting the sum in question from the first currency into the second currency and (ii) the rate or rates of exchange at which a person may in the ordinary course of business purchase the first currency with the second currency on receipt of a sum paid to it in satisfaction, in whole or in part, of any order, judgment, claim or proof. 26. PAYMENTS 26.1 PAYMENTS TO THE AGENT On each date on which this Agreement requires an amount denominated in Euros to be paid by the Borrower or any Lender, the Borrower or, as the case may be, the Lender shall make the amount available to the Agent by payment in Euros and in same day funds (or in such other funds as may for the time being be customary in the principal financial centre of any participating member state for the settlement of international banking transactions in Euros) to the Agent's account number 9380999 with Deutsche Bank AG, Frankfurt (or such other account or bank as the Agent may have specified for this purpose). 76 26.2 ALTERNATIVE PAYMENT ARRANGEMENTS If, at any time, it becomes impracticable (by reason of any action of any governmental authority or any change in law, exchange control regulations or any similar event) for the Borrower to make any payments in the manner specified in Clause 26.1, then the Borrower may agree with each or any Lender alternative arrangements for the payment direct to the Lender of amounts due to the Lender Provided that, in the absence of any agreement with the relevant Lender, the Borrower shall be obliged to make all payments due to the relevant Lender in the manner specified in the Facility Documents. On reaching agreement the Borrower and the relevant Lender shall immediately notify the Agent and shall promptly notify the Agent of all payments made direct to the relevant Lender. 26.3 PAYMENTS BY THE AGENT Except as otherwise provided in this Agreement, each payment received by the Agent for the account of another person pursuant to Clause 26.1 shall be made available by the Agent to that other person (in the case of a Lender, for the account of its Facility Office) for value the same day by transfer to the account of the person with the bank in the principal financial centre of any participating member state that person shall have previously notified to the Agent. 26.4 NO SET-OFF All payments required to be made by the Borrower under any Facility Document shall be calculated without reference to any set-off or counterclaim and shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim. 26.5 CLAWBACK BY AGENT Where a sum is to be paid under any Facility Document to the Agent for account of another person, the Agent shall not be obliged to make the sum available to that other person until it has been able to establish to its satisfaction that it has actually received the sum, but if it does so and it proves to be the case that it had not actually received the sum, the person to whom the sum was made available shall on request refund the sum to the Agent together with an amount sufficient to indemnify the Agent against any cost or loss it may have suffered or incurred by reason of it having paid out the sum prior to it having received the sum. 26.6 DATE If any payment would otherwise be due on a day which is not a Business Day, it shall be due on the next succeeding Business Day unless the result of such an extension would be that such payment would be due on a day in the following calendar month in which event such payment shall be due on the last preceding Business Day. 77 27. SET-OFF 27.1 CONTRACTUAL SET-OFF Following the occurrence of an Event of Default which is continuing unremedied and unwaived, the Borrower authorises each Lender to apply any credit balance to which the Borrower is entitled on any account of the Borrower with that Lender in satisfaction of any sum due and payable from the Borrower to the relevant Lender but unpaid. For this purpose, each Lender is authorised to purchase with the moneys standing to the credit of any such account any other currencies necessary to effect the application. 27.2 SET-OFF NOT MANDATORY No Lender shall be obliged to exercise any right given to it under Clause 27.1. 28. PROPORTIONATE SHARING 28.1 SHARING Whenever any Lender receives or recovers any money in respect of any sum due from the Borrower under a Facility Document in any way (including by set-off) except through distribution by the Agent under this Agreement: (A) the Lender shall immediately notify the Agent; (B) the Lender shall immediately pay that money to the Agent (unless the Agent directs otherwise); (C) the Agent shall treat the payment as if it were a payment by the Lender on account of all sums then payable to the Beneficiaries; and (D) (i) the payment or recovery will be taken to have been a payment for the account of the Agent and not to the Lender for its own account, and the liability of the Borrower to the Lender will not be reduced by the recovery or payment, other than to the extent of any distribution received by the Lender under paragraph (C); and (ii) (without limiting sub-paragraph (i)) immediately on the Lender making or becoming liable to make a payment under paragraph (B), the Borrower shall indemnify the Lender against the payment to the extent that (despite sub-paragraph (i)) its liability has been discharged by the recovery or payment. If the Lender is required to disgorge or unwind all or part of the relevant recovery or payment then the other Lenders shall repay to the Agent for the account of the Lender the amount necessary to ensure that all the Lenders share rateably in the amount of the recovery or payment retained. Paragraphs (c) and (d) above apply only to the retained amount. 78 28.2 REFUSAL TO JOIN IN ACTION A Lender who does not accept an invitation to join an action against the Borrower or does not share in the costs of the action (in each case having been given a reasonable opportunity to do so) is not entitled to share in any amount so recovered. 79 PART 10 FEES, COSTS AND EXPENSES 29. COMMITMENT COMMISSION AND FEES 29.1 COMMITMENT COMMISSION The rate of the commitment commission in relation to the Facilities shall be 0.75% per annum. This commission will accrue on an amount equal to the Available Commitment of each Lender in respect of each of the Tranche B Facility, the Tranche C Facility and the Tranche D Facility. This commission will accrue on a daily basis from (and including) the date of this Agreement to (but excluding) the date upon which the aggregate of the Available Commitments of the Lenders is reduced to zero. The commission is payable to the Agent in arrear for the account of each Lender (i) at the end of each Quarter, commencing on the date of the Facility Agreement; and (ii) on repayment in full of the last to be repaid in full of the Facilities. For the avoidance of doubt, in relation to the Tranche D Facility the commission is payable to the Agent for the account of the Lenders and not to the Fronting Bank. 29.2 UP-FRONT FEE The Borrower shall pay to the Agent for the account of the Lenders the up-front and commitment fees specified in the letter agreement relating to this Agreement and dated on or about the date of this Agreement between the Borrower and the Arranger. 29.3 AGENCY AND SECURITY AGENCY FEES The Borrower shall pay to the Agent and the Security Agent the fees specified in the letter agreement relating to this Agreement and dated on or about the date of this Agreement between the Borrower, the Agent and the Security Agent. 30. COSTS AND EXPENSES 30.1 TRANSACTION EXPENSES The Borrower shall reimburse the Arranger, the Agent and the Security Agent for all reasonable costs and expenses (including reasonable legal and notarial fees) together with any VAT incurred by it in connection with: (A) carrying out all due diligence enquiries and searches; (B) the negotiation, preparation, execution and translation of each of the Facility Documents and, if any such party is involved in the negotiation of any Project Document, the relevant Project Document; (C) the completion of the transactions contemplated in the Transaction Documents; (D) any Syndication (excluding any legal counsel's fees of any transferee under the Syndication); 80 (E) the conduct of any audits; (F) the appointment of, and ongoing costs of engaging, consultants; and (G) any amendment or waiver of any of the requirements under this Agreement requested by the Borrower; (H) any exercise or attempted exercise of any right, power or remedy under any Facility Document or any failure to exercise any right, power or remedy except where that failure is due to the wilful misconduct or gross negligence of, as the case may be, the Agent or the Security Agent, in each case subject to the terms of any agreement then made by the Borrower and the Agent relating to such costs and expenses. 30.2 PRESERVATION AND ENFORCEMENT OF RIGHTS The Borrower shall, from time to time on demand from the Agent, the Lenders, or the Security Agent reimburse the Agent, the Lenders and the Security Agent respectively for all reasonable costs and expenses (including legal and notarial fees), together with any VAT incurred, in or in connection with the preservation or enforcement of any of the rights of the Agent, the Security Agent or the Lenders under the Transaction Documents. 30.3 STAMP TAXES The Borrower shall pay all stamp, registration and other taxes to which any Facility Document or any judgment given in connection with any Facility Document is or at any time may be subject and the Borrower shall, from time to time on demand from the Agent, indemnify the Agent and each Lender against any liabilities, costs, claims and expenses resulting from any failure to pay or any delay in paying any tax. 30.4 LENDERS' LIABILITIES FOR COSTS If the Borrower fails to perform any of its obligations under this Clause 30, each Lender shall, in proportion to its aggregate participation in the Loans (or, if no Advances have been made, the Available Facilities) for the time being (or, if the Loans have been repaid in full, immediately prior to the final repayment), indemnify the Agent (or as the case may be the Security Agent) against any loss incurred by it as a result of the failure and the Borrower shall immediately reimburse each Lender for any payment made by it pursuant to this Clause 30.4. 81 PART 11 AGENCY PROVISIONS 31. THE AGENT, THE SECURITY AGENT, THE ARRANGER AND THE LENDERS 31.1 APPOINTMENT OF THE AGENT Each Lender appoints the Agent and the Security Agent to act as its agent in connection with the Facility Documents and authorises the Agent and the Security Agent to exercise all rights, powers, authorities and discretions specifically delegated to the Agent, or as the case may be the Security Agent, by the terms of the Facility Documents together with all incidental rights, powers, authorities and discretions. Neither the Agent nor the Security Agent shall start any legal action on behalf of any Lender without such Lender's prior written consent. 31.2 AGENT'S AND SECURITY AGENT'S DISCRETIONS Each of the Security Agent and the Agent may: (A) assume, unless it has, in its capacity as agent for the Lenders, received notice to the contrary from any other party to this Agreement, that: (i) any representation made by any of the Relevant Companies and the Parent Company under any Facility Documents is true; (ii) no Event of Default or Potential Event of Default has occurred; (iii) none of the Relevant Companies or the Parent Company is in breach of or default under its obligations under any Facility Documents; and (iv) any right, power, authority or discretion vested under any Facility Document upon an Instructing Group, the Lenders or any other person or group of persons has not been exercised; (B) assume that the Facility Office of each Lender is that identified with its signature below (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) until it has received from the Lender a notice designating some other office of the Lender to replace its Facility Office and act upon any notice until it is superseded by a further notice; (C) engage and pay for the advice or services of any lawyers, accountants, surveyors or other technical or other experts whose advice, expert opinion (SCHIEDSGUTACHTEN) or services may seem necessary, expedient or desirable and rely upon any advice so obtained; (D) rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower on a certificate signed by or on behalf of the Borrower; 82 (E) rely on any communication or document (including any Invoice received by it) believed by it to be genuine; (F) refrain from exercising any right, power or discretion vested in it as agent under the Facility Documents unless and until instructed by an Instructing Group as to whether or not the right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (G) refrain from acting in accordance with any instructions of an Instructing Group or all the Lenders to begin any legal action or proceeding arising out of or in connection with any Facility Document until it has received all the security it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities together with any VAT which it will or may expend or incur in complying with the instructions. 31.3 AGENT'S OBLIGATIONS The Agent shall: (A) promptly inform each Lender and the Fronting Bank of the contents of any notice or document received by it in its capacity as Agent from any of the Relevant Companies and the Parent Company under any Facility Document to which the same is a party; (B) promptly notify each Lender and the Fronting Bank of the occurrence of any Event of Default or any default by any of the Relevant Companies and the Parent Company in the due performance of or compliance with its obligations under any Facility Document of which the Agent has notice from any other party to them; (C) except as otherwise provided under the Facility Documents, act as agent under the Facility Documents in accordance with any instructions given to it by an Instructing Group, which instructions shall be binding on the Lenders and the Fronting Bank; and (D) if so instructed by an Instructing Group or all the Lenders, refrain from exercising any right, power or discretion vested in it as agent under the Facility Documents. 31.4 EXCLUDED OBLIGATIONS Despite any other provisions of this Agreement, neither the Agent nor the Security Agent shall: (A) be bound to enquire as to: (i) whether or not any representation made by any of the Relevant Companies or the Parent Company in connection with any Facility Document is true; 83 (ii) the occurrence or otherwise of any Event of Default or Potential Event of Default; (iii) the performance by any of the Relevant Companies or the Parent Company of its obligations under any Facility Document; (iv) the accuracy of validity of any Invoice attached to a Notice of Drawdown pursuant to Clause 7.1 (A); or (v) any breach by any of the Relevant Companies or the Parent Company of its obligations under any Facility Document. (B) be bound to account to any Beneficiary for any sum or the profit element of any sum received by it for its own account; or (C) be bound to disclose to any other person any information relating to any member of the Group if the disclosure would or might in its opinion constitute a breach of any law or regulation or be otherwise actionable at the suit of any person; or (D) be under any obligations other than those for which express provision is made under the Facility Documents. 31.5 INDEMNIFICATION Each Lender shall, from time to time on demand by the Agent or the Security Agent, indemnify the Agent, or as the case may be the Security Agent, in proportion to its aggregate participation in the Loans (or, if no Advances have been made, the Available Commitments) at the time of such demand (or, if the Loans have then been repaid in full, immediately prior to the final repayment), from and against any and all costs, obligations, damages, penalties, actions, judgments, suits, claims, losses, expenses (including legal fees), liabilities or disbursements of any kind or nature whatever together with any VAT which the Agent (or as the case may be the Security Agent) may incur, otherwise than by reason of its own gross negligence or wilful misconduct, in any way relating to or arising out of the Facility Documents or any action taken or omitted by the Agent (or as the case may be the Security Agent) under the Facility Documents. Without limiting the above each Lender agrees to reimburse the Agent and the Security Agent promptly on demand for its rateable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent and the Security Agent respectively in connection with the preparation, execution, delivery, administration, modification, notarisation, translation, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, the Facility Documents, to the extent that the Agent (or as the case may be the Security Agent) is not reimbursed for those expenses by the Borrower. 31.6 EXCLUSION OF LIABILITIES None of the Agent, the Security Agent or the Arranger accepts any responsibility for the accuracy or completeness of any information supplied by any member of the Group in 84 connection with the Facility Documents or for the legality, validity, effectiveness, adequacy or enforceability of the Facility Documents. None of the Agent, the Security Agent or the Arranger shall be under any liability as a result of taking or omitting to take any action in relation to the Facility Documents (including in relation to any confirmation as to the satisfaction of conditions precedent to the availability of one or more Facilities), except in the case of gross negligence or wilful misconduct. 31.7 NO ACTIONS Each of the Lenders agrees that it will not assert or seek to assert against any director, officer or employee of the Agent, the Security Agent or the Arranger any claim it might have against any of them in respect of the matters referred to in Clause 31.6. 31.8 BUSINESS WITH THE GROUP The Agent, the Security Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group. 31.9 RESIGNATION AND REMOVAL Either or both of the Agent and the Security Agent may resign its appointment under this Agreement at any time by giving not less than thirty days' prior written notice to that effect to each of the other parties to this Agreement. Either or both of the Agent and the Security Agent may be removed from its position under this Agreement by an Instructing Group giving written notice to that effect to it. The Lenders will consider in good faith any request for a change of Agent received by them from the Borrower. Any such request shall state the reasons underlying it. No resignation or removal shall be effective until a successor for the Agent (or as the case may be the Security Agent) is appointed in accordance with the following provisions of this Clause 31. 31.10 SUCCESSOR AGENT If the Agent or the Security Agent gives notice of its resignation pursuant to Clause 31.9, any reputable and experienced bank or other financial institution may be appointed as a successor to the Agent (or as the case may be the Security Agent) by an Instructing Group (with the Borrower's agreement) during the period of the notice but, if no such successor is appointed, the Agent (or as the case may be the Security Agent) may appoint a successor itself. 31.11 RIGHTS AND OBLIGATIONS If a successor to either or both of the Agent and the Security Agent is appointed under the provisions of Clause 31.10: (A) the retiring agent shall be discharged from any further obligation under this Agreement but shall remain entitled to the benefit of the provisions of this Clause 31.11, and 85 (B) its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if the successor had been a party to this Agreement. 31.12 OWN RESPONSIBILITY It is understood and agreed by each Lender that it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of each member of the Group and, accordingly, each Lender warrants to the Agent, the Security Agent and the Arranger that it has not relied on and will not rely on the Agent, the Security Agent or the Arranger: (A) to check or enquire on its behalf into the adequacy, accuracy or completeness of any information provided by any member of the Group in connection with any Facility Document or the transactions contemplated by the Facility Documents (whether or not that information has been or is circulated to any Lender by the Agent, the Security Agent or the Arranger); or (B) to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of any member of the Group. 31.13 AGENCY DIVISION SEPARATE In acting as agent for the Lenders, the Agent and the Security Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any of its other divisions or departments and, despite Clause 31.14, any information received by another division or department of the Agent or the Security Agent may be treated as confidential and shall not be regarded as having been given to the Agent's (or as the case may be the Security Agent's) agency division. 31.14 CONFIDENTIAL INFORMATION Despite any other provision of this Agreement and without prejudice to the provisions of Clause 31.13, neither the Security Agent nor the Agent shall as between itself and the Lenders be bound to disclose to any Lender or other person any information which is supplied by any member of the Group to the Agent (or as the case may be the Security Agent) in its capacity as agent for the Lenders and which is identified by the member of the Group, as the case may be, at the time it is supplied as being confidential information except that the consent of the relevant member of the Group to the disclosure shall not be required in relation to any information which in the opinion of the Agent (or as the case may be the Security Agent) relates to an Event of Default or Potential Event of Default or in respect of which the Lenders have given a confidentiality undertaking in a form satisfactory to the Agent (or as the case may be the Security Agent) and the relevant member of the Group. 86 PART 12 ASSIGNMENTS AND TRANSFERS 32. ASSIGNMENTS AND TRANSFERS 32.1 BINDING AGREEMENT This Agreement shall be binding on and ensure to the benefit of each party to it and its or any permitted successors, Transferees and assigns. 32.2 NO ASSIGNMENTS AND TRANSFERS BY THE BORROWER The Borrower shall not be entitled to assign or transfer any of its rights, benefits or obligations under this Agreement. 32.3 ASSIGNMENTS AND TRANSFERS BY LENDERS (A) Subject to (B) below, any Lender may with the prior consent of the Borrower (not to be unreasonably withheld), at any time, assign in accordance with Clause 32.4 all or any of its rights and benefits under the Facility Documents as a Lender or transfer in accordance with Clause 32.5 all or any of its rights, benefits and obligations under the Facility Documents as a Lender. A transfer or assignment shall only be permitted if the transferee or assignee is a Qualifying Bank and the Commitment or Loan which is transferred or assigned is not less than Euro 5,000,000, and it relates to a pro rata Commitment or Loan in relation to each of the Tranche A1 Facility, the Tranche A3 Facility, the Tranche B Facility, the Tranche C Facility and the Tranche D Facility. (B) Assignments or transfers permitted under the second sentence of paragraph (A) above by any Lender to any of its Affiliates or which take place upon or after the occurrence of an Event of Default which is continuing unremedied and unwaived do not require the consent, at any time, of the Borrower. 32.4 ASSIGNMENTS BY LENDERS If any Lender assigns all or any of its rights and benefits under the Facility Documents in accordance with this Clause 32, then, unless and until the assignee has agreed with the Agent, the Security Agent and the other Lenders that it shall be under the same obligations toward each of them as it would have been under if it had been an original party to this Agreement as a Lender (in which case the assignee shall become a party to this Agreement as a "Lender"), the Agent, the Security Agent and the other Lenders shall not be obliged to recognise the assignee as having the rights against each of them which it would have had if it had been a party to this Agreement. 32.5 TRANSFERS BY LENDERS If any Lender wishes to transfer all or any of its rights, benefits or obligations under the Facility Documents as a Lender as contemplated in this Clause 32, the transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer 87 Certificate in which event, on the Transfer Date specified in the Transfer Certificate (or any other Business Day endorsed by the Agent on the Transfer Certificate falling on or after) the date of delivery of the Transfer Certificate to the Agent: (A) to the extent that in the Transfer Certificate the Lender seeks to transfer its rights, benefits and obligations under the Facility Documents as a Lender, the Borrower and the Lender shall be released from further obligations towards one another under the Facility Documents and their respective rights against one another shall be cancelled (those rights and obligations are referred to in this Clause 32 as "DISCHARGED RIGHTS AND OBLIGATIONS"); (B) the Borrower and the Transferee shall only assume obligations towards one another or acquire rights against one another which differ from discharged rights and obligations to the extent that they agree to do so; (C) the Agent, the Security Agent, the Transferee and the other Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had the Transferee been an original party to this Agreement as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of the transfer; and (D) the Transferee shall become a party to this Agreement as a "Lender". Any transfer after the Syndication Date shall be subject to a transfer fee of Euro 3,000 (three thousand Euro) which shall be paid by the Transferee to the Agent at the same time as the relative Transfer Certificate is delivered to the Agent. 32.6 NO INCREASED PAYMENTS If, at any time, any Lender assigns any of its rights and benefits hereunder or transfers all or any part of its rights, benefits and obligations hereunder at the time of such assignment or transfer there arises an obligation on the part of the Borrower under Clause 14.1 or 16.1 to pay such Lender or its assignee or transferee any amount in excess of the amount it would have then been obliged to pay but for such assignment or transfer, then the Borrower will not be obliged to pay the amount of such excess. 33. DISCLOSURE OF INFORMATION Each of the Beneficiaries agrees to keep all information made available to it (either before or after the date of this Agreement) by or on behalf of the Borrower and any Affiliates, agents or legal or financial advisers of it confidential and not to communicate or allow communication of that information to any third party without the prior written consent of the person, concerned, unless: (A) the information is disclosed in connection with any Syndication or to potential participants in the Facility Documents and the recipient of the information agrees to keep the information confidential on the same basis as this Clause 33; 88 (B) disclosure is required by law or regulation or order of a competent court or authority; (C) the information concerned has otherwise entered the public domain without default on the part of any Beneficiary; or (D) the information is being passed to professional advisers and the recipient of the information is bound by rules of professional conduct to keep the information confidential on the same basis as this Clause 33. 89 PART 13 MISCELLANEOUS 34. CALCULATIONS AND EVIDENCE OF DEBT 34.1 BASIS OF ACCRUAL Interest and commitment fees shall accrue from day to day and shall be calculated on the basis of a year of 360 days (or, in any case where market practice differs, in accordance with market practice) and the actual number of days elapsed. 34.2 QUOTATIONS If on any occasion a Reference Bank or Lender fails to supply the Agent with a quotation as required under the provisions of this Agreement, the rate for which the quotation was required shall be determined from those quotations which are supplied to the Agent. 34.3 EVIDENCE OF DEBT Each Lender shall maintain in accordance with its usual practice accounts evidencing the amounts from time to time lent by and owing to it under the Facility Documents. 34.4 CONTROL ACCOUNTS (A) The Agent shall maintain on its books a control account or accounts in which shall be recorded: (i) the amount of each Advance made or arising under this Agreement and each Lender's share in it, (ii) the amount of all principal, interest and other sums due or to become due from the Borrower to any of the Lenders under the Facility Documents and each Lender's share in those sums; and (iii) the amount of any sum received or recovered by the Agent under the Facility Documents and each Lender's share in those sums. (B) The parties expressly agree that the amount due at any time by the Borrower to any Lender will be the amount specified in a certificate issued by the Agent as representative of any Lender or by any Lender with respect to the amount owed to the Lender and reflecting the balance of the control accounts referred to in paragraph (A) above. 34.5 PRIMA FACIE EVIDENCE In any legal action or proceeding arising out of or in connection with this Agreement, the entries made in the accounts maintained pursuant to Clause 34.4 shall be PRIMA FACIE evidence of the existence and amounts of the specified obligations of the Borrower. 90 34.6 CERTIFICATES OF LENDERS A certificate of a Lender as to: (a) the amount by which a sum payable to it under this Agreement is to be increased under Clause 16.1; or (b) the amount for the time being required to indemnify it against any cost, payment or liability as mentioned in Clause 14.2 or Clause 16.1, shall, in the absence of manifest error, be PRIMA FACIE evidence of the existence and amounts of the specified obligations of the Borrower. 34.7 AGENT'S CERTIFICATES A certificate of the Agent as to the amount at any time due from the Borrower under this Agreement or the amount which, but for any of the obligations of the Borrower under this Agreement being or becoming void, voidable, unenforceable or ineffective, at any time would have been due from the Borrower under this Agreement shall, in the absence of manifest error, be conclusive for the purposes of Clause 23. 35. REMEDIES AND WAIVERS, PARTIAL INVALIDITY 35.1 REMEDIES AND WAIVERS No failure to exercise, nor any delay in exercising, on the part of the Agent, the Security Agent or the Lenders, any right or remedy under the Facility Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies provided under the Facility Documents are cumulative and not exclusive of any rights or remedies provided by law. 35.2 PARTIAL INVALIDITY If, at any time, any provision of any Facility Document is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of the relevant Facility Document nor the legality, validity or enforceability of the provision under the law of any other jurisdiction shall in any way be affected or impaired as a result. 36. NOTICES 36.1 COMMUNICATIONS IN WRITING Each communication to be made under a Facility Document shall be made in writing and, unless otherwise stated, shall be made by fax, telex or letter. 91 36.2 DELIVERY Any communication or document to be made or delivered by one person to another pursuant to a Facility Document shall (unless that other person has by 15 days' written notice to the Agent specified another address) be made or delivered to that other person at the address identified with its signature below (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) and shall be deemed to have been made or delivered when despatched (in the case of any communication made by fax or telex) or (in the case of any communication made by letter) when left at that address or (as the case may be) 10 days after being deposited in the post postage prepaid in an envelope addressed to it at that address Provided that any communication or document to be made or delivered to the Agent shall be effective only when received by the Agent and then only if the same is expressly marked for the attention of the department or officer identified with the Agent's signature below (or any other department or officer the Agent shall from time to time specify for this purpose). 36.3 ENGLISH LANGUAGE Each communication and document made or delivered by one party to another pursuant to this Agreement shall be in the English language or accompanied by a translation into English certified (by an officer of the person making or delivering the same) as being a true and accurate translation. 37. AMENDMENTS (A) The Agent, if it has the prior written consent of an Instructing Group and the Borrower, may from time to time agree in writing to amend this Agreement or to waive, prospectively or retrospectively, any of the requirements of this Agreement and any amendments or waivers so agreed shall be binding on all the Lenders and the Borrower Provided that no waiver or amendment shall subject any party to this Agreement to any new or additional obligations without the consent of that party. The Agent may not grant any waiver or agree any amendment affecting any of the following unless authorised by all the Lenders: (i) the amount of any Facility; (ii) the amount or method of calculation of interest, commitment, commission or any fee payable by the Borrower; (iii) the manner, currency or timing of repayment of the Loan or of the payment of any other amount; (iv) the end of the period during which any Facility is available; (v) the definition of "Instructing Group"; (vi) the obligations of the Lenders; 92 (vii) any security (under the Security Documents or otherwise) for the obligations of the Borrower under this Agreement; or (viii) any requirement (including the one in this sub-clause) that all the Lenders or a certain proportion of them consent to a matter or deliver a notice. (B) The Borrower undertakes to do all things necessary to ensure that all amendments are duly notarised and the Lenders and the Security Agent authorise the Agent to execute on their behalf any amendment documents if the Agent is permitted to agree to the amendments reflected in the relevant document under this Clause 37. (C) Notwithstanding any other provisions of this Agreement, the Agent shall not be obliged to agree to any amendment or waiver if it would: (i) amend or waive any provision of this Clause 37 or Part 11 (Agency Provisions); or (ii) otherwise amend or waive any of the Agent's rights under this Agreement or subject the Agent to any additional obligations under this Agreement. 38. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 The parties to this Agreement do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Agreement. 93 PART 14 LAW AND JURISDICTION 39. LAW AND LANGUAGE (A) This Agreement shall be governed by, and shall be construed in accordance with, the law of England and Wales. (B) The ruling and operative language of this Agreement will be the English language. 40. JURISDICTION 40.1 ENGLISH COURTS Each of the parties to this Agreement irrevocably agrees for the benefit of each of the Agent, the Security Agent and the Lenders that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement (respectively "PROCEEDINGS" and "DISPUTES") and, for those purposes, irrevocably submits to the jurisdiction of the courts of England. 40.2 APPROPRIATE FORUM The Borrower irrevocably waives any objection which it might have at any time to the courts referred to in Clause 40.1 being nominated as the forum to hear and determine any Proceedings and to settle any Disputes and agrees not to claim that any such court is not a convenient or appropriate forum. 40.3 SERVICE OF PROCESS The Borrower agrees that the process by which any Proceedings are begun may be served on it by being delivered in connection with any Proceedings in England, to FirstMark Communications at 4th Floor, 1 James Street, London W1M 5HY or other its registered office for the time being. If the appointment in this Clause 40.3 ceases to be effective in respect of the Borrower, the Borrower shall immediately appoint a further person in England to accept service of process on its behalf in England and, failing appointment within 15 Business Days, the Agent shall be entitled to appoint any person for that purpose by notice to the Borrower. Nothing contained in this Clause 36.3 shall affect the right to serve process in any other manner permitted by law. 40.4 NON-EXCLUSIVE SUBMISSIONS The submission to the jurisdiction of the courts referred to in Clause 40.1 shall not (and shall not be construed so as to) limit the right of the Agent, the Security Agent or any Lender to take Proceedings against the Borrower in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. 94 40.5 CONSENT TO ENFORCEMENT The Borrower consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with the Proceedings including the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in the Proceedings. 40.6 WAIVER OF IMMUNITY To the extent that the Borrower may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any jurisdiction immunity there may be attributed to itself or its assets (whether or not claimed), the Borrower irrevocably agrees not to claim and irrevocably waives the immunity to the full extent permitted by the laws of the relevant jurisdiction. IN WITNESS of which this document has been executed as an agreement on the date which first appears on page 1 above. 95 SCHEDULE 1: LENDERS AND COMMITMENTS
- ------------------------------------------------------------------------------------------------------ LENDERS COMMITMENTS FOR EACH FACILITY A1 A2 A3 B C D - ------------------------------------------------------------------------------------------------------ Deutsche Bank EURO 75,000,000 Euro Euro Euro 85,000,000 Euro Euro Luxembourg S.A. 25,000,000 35,000,000 195,000,000 65,000,000 - ------------------------------------------------------------------------------------------------------
96 SCHEDULE 2 FORM OF TRANSFER CERTIFICATE To: TRANSFER CERTIFICATE relating to the Euro 480 million multi-tranche senior secured facility agreement (as from time to time amended, varied, novated or supplemented, the "FACILITY AGREEMENT") dated L May, 2000 between FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GmbH as borrower, FirstMark Communications Deutschland GmbH as guarantor, Deutsche Bank AG as arranger and fronting bank, Deutsche Bank Luxembourg S.A. as facility agent, Deutsche Bank Luxembourg S.A. as security agent and the lenders named therein. 1. Terms defined in the Facility Agreement shall, subject to any contrary indication, have the same meanings in this Transfer Certificate. The terms Lender, Transferee, Lender's Participation and Amount Transferred are defined in the schedule to this Transfer Certificate. 2. The Lender confirms that the Lender's Participation is an accurate summary of its participation in each of the Facilities and requests the Transferee to accept and procure the transfer to the Transferee of a percentage of the Lender's Participation (equal to the percentage that the Amount Transferred is of the aggregate of the component amounts (as set out in the schedule to this Transfer Certificate) of the Lender's Participation) by counter-signing and delivering this Transfer Certificate to the Agent at its address for the service of notices specified in the Facility Agreement. 3. The Transferee requests the Agent to accept this Transfer Certificate as being delivered to the Agent pursuant to and for the purposes of Clause 32 of the Facility Agreement so as to take effect in accordance with the terms of the Facility Agreement on the Transfer Date or on any later date determined in accordance with the terms of the Facility Agreement. 4. The Transferee confirms that it has received a copy of the Facility Agreement together with all other information it has required in connection with this transaction and that it has not relied and will not rely on the Lender to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of that information and further agrees that it has not relied and will not rely on the Lender to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower. The Transferee confirms that it is, on the date of this Transfer Certificate, a Qualifying Bank. 5. The Transferee undertakes with the Lender and each of the other parties to the Facility Agreement that it will perform in accordance with their terms all those obligations which by the terms of the Facility Agreement will be assumed by it after delivery of this Transfer Certificate to the Agent and satisfaction of the conditions (if any) subject to which this Transfer Certificate is expressed to take effect. 97 6. The Lender makes no representation or warranty and assumes no responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of the Facility Agreement or any document relating to the Facility Agreement and assumes no responsibility for the financial condition of the Borrower or for the performance and observance by the Borrower of any of its obligations under the Facility Agreement or any document relating to the Facility Agreement and any and all conditions and warranties, whether express or implied by law or otherwise, are excluded. 7. The Lender gives notice that nothing in this Transfer Certificate or in the Facility Agreement (or any document relating to the Facility Agreement) shall oblige the Lender to: (a) accept a re-transfer from the Transferee of the whole or any part of its rights, benefits or obligations under the Facility Agreement transferred pursuant to this Transfer Certificate; or (b) support any losses directly or indirectly sustained or incurred by the Transferee for any reason whatsoever including the non-performance by the Borrower or any other party to the Facility Agreement (or any document relating to the Facility Agreement) of its obligations under the Facility Agreement. The Transferee acknowledges the absence of any obligation referred to in such paragraph (a) or (b) above. 8. This Transfer Certificate and the rights, benefits and obligations of the parties under it shall be governed by and construed in accordance with English law. THE SCHEDULE 1. Lender: 2. Transferee: 3. Transfer Date: 4. Lender's Participation: Lender's Available Commitment Lender's Portion of the Loan 5. Amount Transferred: Advances [Transferor Lender] [Transferee Lender] By: By: Date: Date: 98 ADMINISTRATIVE DETAILS OF TRANSFEREE Address: Contact Name: Account for Payments: [Telex:] Fax: Telephone: 99 SCHEDULE 3: CONDITION PRECEDENT DOCUMENTS 1. A copy, certified a true copy by a duly authorised officer of each Relevant Company and the Parent Company, of its by-laws or other constitutional documents (together with any amendments to them), and evidence that the same are in full force and effect. 2. A copy, certified a true copy by a duly authorised officer of each Relevant Company and the Parent Company of a resolution of its Board of Directors: (a) approving or ratifying the execution, delivery and performance of each of the Facility Documents to which it is a party and their terms and conditions; and (b) authorising a named person or persons to sign each of the Facility Documents to which it is a party and any communications, certificates or other documents to be delivered by it pursuant to the Facility Documents to which it is a party, and certifying that those resolutions are in full force and effect. 3. A certificate from a duly authorised officer of the Borrower certifying that each person that purported to sign any Project Document on behalf of any Relevant Company or the Parent Company was duly authorised to sign the relevant Project Document on its behalf. 4. Certified copies of each power of attorney under which any Transaction Documents were signed on behalf of any party thereto. 5. A certificate of a duly authorised officer of each of the Relevant Companies and the Parent Company setting out the names and signatures of the persons authorised to sign, on its behalf, each Facility Document to which it is a party and any communications, certificates or other documents to be delivered by it pursuant to each Facility Document to which it is a party. 6. Evidence that the constitutional documents of each Relevant Company have been amended to the satisfaction of the Lenders. 7. The Original Business Plan in form and substance acceptable to the Agent. 8. Duly executed counterparts of each Transaction Document, save that the provision of duly executed counterparts of the PMP Contract shall only be required in respect of the availability of the Tranche A1 Facility and the Tranche A2 Facility and the provision of duly executed counterparts of the Core Network Contract shall only be required in respect of the availability of the Tranche A3 Facility. 9. (A) Evidence that notice of each assignment of interests or rights under the Security Documents that must be given in order to perfect the relevant assignment has been given. 100 (B) Certificates certifying that each pledge of shares granted under the Security Documents has been duly registered in the books of each Relevant Company as first ranking security free from prior encumbrances and third party rights except for any Permitted Encumbrances. 10. Payment of the fees set out in Clause 29 (to the extent they are payable on or before the proposed drawing) and of all costs and expenses of the Agent referred to in Clause 30.1 and notified to the Borrower by the Agent. 11. Delivery to the Agent of the letter envisaged by the definition of "Frequency Allocations", in form and substance satisfactory to the Lenders, together with evidence satisfactory to the Agent that the Licences and the Frequency Allocations are in full force and effect and that there are no unpaid amounts outstanding in respect of them. 13. A certificate from the Relevant Companies' insurance broker dated not more than 5 days before the date of this Agreement confirming that the Borrower is complying with the insurances covenant in Clause 21.1(F). 14. A legal opinion addressed to the Lenders in form and substance reasonably satisfactory to the Agent from: (A) Hengeler Mueller Weitzel Wirtz as to German law; and (B) Slaughter and May as to English law. 15. A legal opinion addressed to the Lenders in form and substance reasonably satisfactory to the Agent from Arendt & Medernach in respect of the Parent Company and the legality, due execution and enforceability of its obligations under the Facility Documents to which it is a party. 16. An opinion addressed to the Lenders in form and substance reasonably satisfactory to the Agent from Arthur Andersen, tax and accounting adviser to the Borrower, as to (a) the accounting and tax effects of borrowings under this Agreement by the Borrower and (b) the accounting and tax effected of the structure and respective roles of the Relevant Companies as specified in Part 2 of Schedule 6. 17. The Original Financial Statements. 18. Satisfactory reports from the following independent experts in relation to the following aspects of the Business: (A) Analysis as to the market-related aspects of the Business Plan; and (B) Booz Allen as to the financial aspects of the Business Plan. 19. Evidence that each Trademark has been registered in the relevant territories referred to in respect of such Trademark in Schedule 12. 101 20. Repayment of the existing loan from the Parent Company to FirstMark Deutschland, together with the simultaneous application of the repayment proceeds in Contributed Equity of an equal amount. 21. Evidence of termination of the Managing Director Agreement dated 12th March 1999 between the Borrower and Ernst Folgmann. 22. Evidence of irrevocable release of all security in favour of ABN Amro over the shares in FirstMark Deutschland. 23. Confirmation from the Lenders (acting reasonably) that the Project Documents specified in paragraphs 3,5,6 and 7 of Schedule 8 are in form and substance satisfactory to them. 102 SCHEDULE 4: NOTICE OF DRAWDOWN From: Firstmark Communications Deutschland Holdings GmbH To: [Agent] [OR, IN RELATION TO TRANCHE D UTILISATION, THE FRONTING BANK] Dated: Dear Sirs, 1. We refer to the Euro 480 million multi-tranche senior secured facility agreement (as from time to time amended, varied, novated or supplemented, the "FACILITY AGREEMENT") dated May, 2000 between FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GmbH as borrower, FirstMark Communications Deutschland GmbH as guarantor, Deutsche Bank AG as arranger and fronting bank, Deutsche Bank Luxembourg S.A. as facility agent, Deutsche Bank Luxembourg S.A. as security agent, and the lenders named therein. Terms defined in the Facility Agreement shall have the same meaning in this notice. 2. We give you notice that, pursuant to the Facility Agreement and on [DATE OF PROPOSED ADVANCE], we wish to borrow an Advance as follows: - Amount: Euro - Tranche: - Purpose: [SPECIFY PURPOSE OF ADVANCE] - Interest Period: [one/two/three/six] months. 3. We confirm that, at the date of this notice, the representations set out in Clause 19 of the Facility Agreement are true and correct and no Event of Default or Potential Event of Default has occurred. 4. [We attach a copy of an Invoice issued by [SPECIFY SUPPLIER]. Please pay the proceeds of such Advance on the Drawdown Date to [SUPPLIER] in payment of that invoice 1 /Please pay the above Advance on the Drawdown Date to account number [ ] (which we confirm is a Pledged Account) with [ ] bank in favour of ourselves]. 5. [We wish the Advance to be made by way of a Fronting [Advance/Guarantee](2) 6. Annualised Revenue as shown in the latest financial statements is [ ](3). - ---------- (1) In case of Tranche A advances, and any other Advance made to fund payments under a Supply Contract, the Advance must be paid in accordance with the Invoice pursuant to Clause 7.1(A). (2) Fronting Advance or Fronting Guarantee only. (3) Tranche B Advance only. 103 7. Annualised EBITDA as shown in the latest financial statements is [ ](4). 8. Total Indebtedness less the Tranche A Loan on the date of this Notice of Drawdown is [ ](5). 9. [IN RELATION TO FRONTING GUARANTEES: PROVIDE INFORMATION SPECIFIED IN CLAUSE 6.6.] Yours faithfully __________________________________________ for and on behalf of FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GmbH - ---------- (4) Tranche C Advance only. (5) Tranche C Advance only. 104 SCHEDULE 5: PART 1 FORM OF COMPLIANCE CERTIFICATE To: Deutsche Bank Luxembourg S.A. as Agent From: FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GmbH Dated: Dear Sirs Euro 480 MULTI-TRANCHE FACILITY AGREEMENT DATED MAY, 2000 (THE "FACILITY AGREEMENT") 1. We refer to the Facility Agreement. This is a Compliance Certificate. 2. We confirm that: [INSERT DETAILS OF COVENANTS TO BE CERTIFIED] 3. [We confirm that no Default is continuing unremedied or unwaived.]* Signed: ______________________ ________________________ Director Director of of FIRSTMARK COMMUNICATIONS FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GmbH DEUTSCHLAND HOLDINGS GmbH - ---------- * If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it. 105 PART 2 FORM OF AUDITOR'S COMPLIANCE CERTIFICATE FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GmbH EURO 480 MILLION MULTI-TRANCHE SENIOR FACILITY AGREEMENT DATED [ ], 2000 (THE "AGREEMENT") To: [AGENT] OF [ADDRESS] Date [ ], 2000 Dear Sirs, This certificate is delivered to you for the purposes of Clause 20.4 of the Agreement. 1. Expressions used in this certificate and defined in the Agreement shall have the meanings given to them in the Agreement. 2. We hereby confirm that, on the Ratio Calculation Date falling on the last day of the Borrower's financial year ending [ ] (the "Relevant Ratio Calculation Date"): (A) Total Indebtedness on the Relevant Ratio Calculation Date was [ ]; (B) Annualised EBITDA in respect of the six month period expiring on the Relevant Ratio Calculation Date was [ ]; (C) The Ratio of (A) to (B) was [ ]; (D) EBITDA in respect of the six month period expiring upon the Relevant Ratio Calculation Date was [ ]; (E) The Interest Expense in respect of the six month period expiring upon the Relevant Ratio Calculation Date was [ ]; (F) The ratio of (D) to (E) was [ ]; (G) EBITDA of the Borrower in respect of the six month period expiring upon the Relevant Ratio Calculation Date was [ ]; (H) Debt Service in respect of the six month period expiring upon the Relevant Ratio Calculation Date was [ ]; (I) The ratio of (G) to (H) was [ ]; (J) Annualised Revenue on the Relevant Ratio Calculation Date was [ ]; 106 (K) Annualised EBITDA on the Relevant Ratio Calculation Date was [ ]; (L) Contributed Equity on the Relevant Ratio Calculation Date was [ ]; (M) The ratio of (A) to (L) was [ ]. Yours faithfully, .............................. [Auditor] 107 SCHEDULE 6: CORPORATE STRUCTURE CHART PART 1 ------------------------ FirstMark Communications Europe S.A. ------------------------ | | | ------------------- | 100% shareholding | | 100% | | shareholding | | | ------------------------- | FirstMark Communications ------------------- Deutschland Holdings GmbH Lambdanet ------------------------- Communications GmbH | ------------------- | | 100% shareholding | | ------------------------ FirstMark Communications Deutschland GmbH ------------------------ 108
- -------------------------------------------------------------------------------- Group Member Percentage of Type of Share Jurisdiction of shareholder voting incorporation rights - -------------------------------------------------------------------------------- FirstMark (1) 83.325% of Common shares Luxembourg Communications shareholder voting Europe S.A. rights in Lambdanet Communications GmbH (2) 100% of Common shares shareholder voting rights in FirstMark Communications Deutschland Holdings GmbH - -------------------------------------------------------------------------------- FirstMark 100% of shareholder Common shares Germany Communications voting rights in Deutschland FirstMark Holdings GmbH Communications Deutschland GmbH - -------------------------------------------------------------------------------- FirstMark N/A N/A Germany Communications Deutschland GmbH - -------------------------------------------------------------------------------- Lambdanet N/A N/A Germany Communications GmbH - --------------------------------------------------------------------------------
109 PART 2 [graphic] 110 SCHEDULE 7: SECURITY DOCUMENTS 1. Charge in Agreed Form over all shares in the Borrower. 2. Charge in Agreed Form over all shares in FirstMark Deutschland. 3. Assignment in Agreed Form of rights of FirstMark Deutschland under specified contracts and in relation to receivables, including a charge over bank accounts of FirstMark Deutschland. 4. Assignment in Agreed Form of rights of the Borrower under specified contracts and in relation to receivables, including a charge over bank accounts of the Borrower. 5. Intercreditor Agreement in Agreed Form. 111 SCHEDULE 8: PROJECT DOCUMENTS 1. Service Level Agreement in Agreed Form between FirstMark Communications Deutschland Holdings GmbH and FirstMark Deutschland GmbH 2. Service Level Agreement in Agreed Form between FirstMark Deutschland GmbH and Lambdanet GmbH 3. PMP Contract 4. Core Network Contract 5. Interconnection Agreement dated on or around 30th March, 2000 between FirstMark Deutschland and Deutsche Telekom AG or any replacement for such Agreement with a counterparty and on terms which are no worse financially and commercially than the terms of such Agreement 6. Agreement dated on or around 17th April, 2000 between FirstMark Deutschland and Deutsche Telekom AG stating the terms on which FirstMark Deutschland is able to lease managed bandwidth from Deutsche Telekom AG 7. Interconnection Agreement dated on or around 17th March, 2000 between FirstMark Deutschland GmbH and MCI Worldcom relating to the internet in Germany, or any replacement for such Agreement with a counterparty and on terms which are no worse financially and commercially than the terms of such Agreement 8. The Licences 9. The Frequency Allocations 112 SCHEDULE 9: RATIOS
- --------------------------------------------------------------------------------------- RATIO MINIMUM MINIMUM TOTAL EBITDA TO EBITDA TO CALCULATION ANNUALISED ANNUALISED INDEBTEDNESS DEBT INTEREST DATE (END OF REVENUE EBITDA TO ANNUALISED SERVICE EXPENSE QUARTER IN EBITDA EACH CASE) - --------------------------------------------------------------------------------------- Q1 2000 - - n/a n/a n/a Q2 2000 - - n/a n/a n/a Q3 2000 - - n/a n/a n/a Q4 2000 - - n/a n/a n/a Q1 2001 7,102,739 (60,919,164) n/a n/a n/a Q2 2001 9,680,146 (63,115,579) n/a n/a n/a Q3 2001 14,014,207 (56,510,265) n/a n/a n/a Q4 2001 20,209,500 (56,412,644) n/a n/a n/a Q1 2002 30,588,965 (52,733,775) n/a n/a n/a Q2 2002 39,074,426 (52,729,254) n/a n/a n/a Q3 2002 50,024,050 (47,053,002) n/a n/a n/a Q4 2002 63,691,520 (35,442,126) n/a n/a n/a Q1 2003 90,635,081 (18,294,276) n/a n/a n/a Q2 2003 99,475,516 (4,856,568) n/a n/a n/a Q3 2003 109,450,182 5,445,030 n/a n/a n/a Q4 2003 120,479,822 15,123,480 12.32 n/a 0.93 Q1 2004 155,382,440 31,371,785 6.16 n/a 1.86 Q2 2004 160,550,670 42,999,911 4.64 n/a 2.70 Q3 2004 165,886,659 46,253,388 4.53 n/a 3.07 Q4 2004 171,396,858 53,325,386 4.11 n/a 3.39 Q1 2005 189,614,185 65,006,707 3.53 n/a 4.00 Q2 2005 190,734,588 71,056,681 3.32 1.06 4.00 Q3 2005 191,868,996 71,820,010 3.00 1.15 4.00 Q4 2005 193,010,406 76,919,751 3.00 1.25 4.00 Q1 2006 212,041,228 84,627,025 3.00 1.39 4.00 Q2 2006 213,613,147 87,462,558 3.00 1.46 4.00 Q3 2006 214,574,612 88,489,584 3.00 1.49 4.00 Q4 2006 215,551,339 94,350,837 3.00 1.50 4.00 Q1 2007 235,937,690 102,562,356 3.00 1.50 4.00 Q2 2007 237,333,623 104,881,406 3.00 1.50 4.00 Q3 2007 238,746,175 105,799,017 3.00 1.50 4.00 Q4 2007 240,167,036 112,675,099 3.00 1.50 4.00 Q1 2008 258,730,117 119,933,692 3.00 1.50 4.00 Q2 2008 260,665,643 120,560,027 3.00 1.50 4.00 Q3 2008 261,846,492 121,707,150 3.00 1.50 4.00 Q4 2008 263,027,340 129,409,024 3.00 1.50 4.00 Q1 2009 263,622,204 129,845,770 3.00 1.50 4.00 Q2 2009 263,622,204 122,246,839 3.00 1.50 4.00 Q3 2009 263,622,204 122,229,431 3.00 1.50 4.00 113 Q4 2009 263,622,204 129,902,899 3.00 1.50 4.00 Q1 2010 263,622,204 129,885,491 3.00 1.50 4.00 Q2 2010 263,622,204 121,694,455 3.00 1.50 4.00 Q3 2010 263,622,204 121,677,047 3.00 1.50 4.00 Q4 2010 263,622,204 129,833,266 3.00 1.50 4.00 - ---------------------------------------------------------------------------------------
114 SCHEDULE 11 TRADEMARKS
- -------------------------------------------------------------------------------- TRADEMARK OWNER CLASS OF REGISTRATION TERRITORIES - -------------------------------------------------------------------------------- FirstMark The Parent Company 9, 38, 42 (note: currently in Germany opposition until 31st June, 2000) - --------------------------------------------------------------------------------
115 SCHEDULE 12 MANDATORY COST FORMULA The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank. On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the "Additional Cost Rate") for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders' Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Agent as the cost of complying with the minimum reserve requirements of the European Central Bank. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Agent as follows: E X 0.01 - -------- per cent. per annum 300 Where E is the rate of charge payable by that Lender to the Financial Services Authority pursuant to the Fees Regulations (but, for this purpose, ignoring any minimum fee required pursuant to the Fees Regulations) and expressed in pounds per (pound)1,000,000 of the Fee Base of that Lender. For the purposes of this Schedule: "Fees Regulations" means the Banking Supervision (Fees) Regulations 2000 or such other law or regulation as may be in force from time to time in respect of the payment of fees for banking supervision; and "Fee Base" has the meaning given to it, and will be calculated in accordance with, the Fees Regulations. Each Lender shall supply any information required by the Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information in writing on or prior to the date on which it becomes a Lender: its jurisdiction of incorporation and the jurisdiction of its Facility Office; and any other information that the Agent may reasonably require for such purpose. Each Lender shall promptly notify the Agent in writing of any change to the information provided by it pursuant to this paragraph. 116 The percentages or rates of charge of each Lender for the purpose of E above shall be determined by the Agent based upon the information supplied to it pursuant to the preceding paragraph and on the assumption that, unless a Lender notifies the Agent to the contrary, each Lender's obligations in relation to the Fees Regulations are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office. The Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender pursuant to the above paragraphs is true and correct in all respects. The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender pursuant to the above paragraphs. Any determination by the Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties. The Agent may from time to time, after consultation with the Borrower and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties. 117 BORROWER FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GMBH BY: Gunther-Wagner-Allee 13 D-30177 Hanover Telephone: (+49) 511 8797 7150 Facsimile: (+49) 511 8797 7509 Attention: Peter Schlichter GUARANTOR FIRSTMARK COMMUNICATIONS DEUTSCHLAND GMBH BY: Gunther-Wagner-Allee 13 D-30177 Hanover Telephone: (+49) 511 8797 7150 Facsimile: (+49) 511 8797 7509 Attention: Peter Schlichter ARRANGER AND FRONTING BANK DEUTSCHE BANK AG BY: Bockenheimer Landstrasse 42 60323 Frankfurt am Main Telephone: (+49) 69 910 35727 Facsimile: (+49) 69 910 32617 Attention: Frank Beckers 118 AGENT DEUTSCHE BANK LUXEMBOURG S.A. BY: 2, Boulevard Konrad Adenauer L-1115 Luxembourg Telephone: (+352) 42122 296 Facsimile: (+352) 42122 287 Attention: Gerd Meyer SECURITY AGENT DEUTSCHE BANK LUXEMBOURG S.A. BY: 2, Boulevard Konrad Adenauer L-1115 Luxembourg Telephone: (+352) 42122 296 Facsimile: (+352) 42122 287 Attention: Gerd Meyer THE LENDERS DEUTSCHE BANK LUXEMBOURG S.A. BY: 2, Boulevard Konrad Adenauer L-1115 Luxembourg Telephone: (+352) 42122 296 Facsimile: (+352) 42122 287 Attention: Gerd Meyer SUPPLEMENTAL AGREEMENT between SIEMENS AG as guarantor FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GmbH as borrower FIRSTMARK COMMUNICATIONS DEUTSCHLAND GmbH as guarantor DEUTSCHE BANK AG as arranger and fronting bank DEUTSCHE BANK LUXEMBOURG S.A. as facility agent DEUTSCHE BANK LUXEMBOURG S.A. as security agent and EACH FINANCIAL INSTITUTION LISTED IN SCHEDULE 1 as a Lender Hengeler Mueller, Slaughter and May Bockenheimer Landstrasse 51 D-60325 Frankfurt au Main Germany CONTENTS PAGE 1. Definitions and Interpretations 2 2. Request for Guarantee/Indemnification 2 3. Undertakings from the Borrower 2 4. Undertaking from the Agent to Siemens 3 5. Consent and voting rights of Siemens 3 6. Assignments and Transfers 4 7. Remedies and Waivers, Partial Invalidity 5 8. Notices 5 9. Amendment 6 10. Law and Language 6 11. Jurisdiction 7 THIS SUPPLEMENTAL AGREEMENT is made on May, 2000 BETWEEN (1) SIEMENS AG as guarantor ("SIEMENS"); (2) FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GMBH as borrower ("HOLDINGS" or the "BORROWER"); (3) FIRSTMARK COMMUNICATIONS DEUTSCHLAND GMBH as guarantor ("FIRSTMARK DEUTSCHLAND"); (4) DEUTSCHE BANK AG as arranger and fronting bank (the "ARRANGER"); (5) DEUTSCHE BANK LUXEMBOURG S.A. as facility agent (the "AGENT"); (6) DEUTSCHE BANK LUXEMBOURG S.A. as security agent (the "SECURITY AGENT"); and (7) EACH FINANCIAL INSTITUTION LISTED IN SCHEDULE 1 (each a "LENDER"). WHEREAS: (A) Pursuant to a contract to be dated on or around the date of this Agreement between Siemens and FirstMark Deutschland (the "PMP CONTRACT") Siemens has agreed to supply to FirstMark Deutschland the equipment, software and services referred to therein. (B) Pursuant to a Euro 480 million multi-tranche senior facility agreement of even date herewith between the Borrower, FirstMark Deutschland, the Arranger, the Agent, the Security Agent and the Lenders (the "FACILITY AGREEMENT") the Lenders have agreed to make available to the Borrower a Euro 480 million facility to enable FirstMark Deutschland to construct a broadband wireless access network in Germany connected by wireless local loop based on point-to-multipoint technology and for working capital purposes. In particular, clause 3.4(A) of the Facility Agreement provides that Advances drawn by the Borrower under the Tranche A1 Facility and the Tranche A2 Facility may be used solely for the purpose of paying amounts payable (including VAT) in respect of Invoices issued pursuant to the PMP Contract. (C) Pursuant to a guarantee agreement to be dated on or around the date of this Agreement between the Security Agent, the Agent, the Lenders and Siemens (the "SIEMENS GUARANTEE"), Siemens has agreed, inter alia, to guarantee to the Security Agent, the Agent, and the Lenders, the payments mentioned therein to be made by the Borrower under or in connection with the Tranche A1 Loan. (D) The parties wish to enter into this Agreement in order to regulate their legal relationships in connection with the Siemens Guarantee. 2 IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATIONS 1.1 Capitalised words and expressions used in this Agreement but not otherwise defined herein shall have the same meanings as specified in the Facility Agreement (as amended and supplemented by a Supplemental Agreement of even date herewith between the parties to this Agreement). 1.2 In this Agreement the "GUARANTEE TERMINATION DATE" shall mean the date on which the Siemens Guarantee terminates in accordance with its terms. 2. REQUEST FOR GUARANTEE/INDEMNIFICATION 2.1 The Borrower and FirstMark Deutschland hereby confirm that (a) Siemens is to enter into the Siemens Guarantee at their request and (b) they have taken notice of the contents of the Siemens Guarantee and consent thereto. 2.2 The Borrower and FirstMark Deutschland shall unconditionally indemnify, hold harmless and reimburse Siemens with regard to any payments made by Siemens to the Lenders under the Siemens Guarantee and any other claim, loss, penalty of any nature whatsoever which may be imposed on, incurred by or asserted against Siemens, and any costs or expenses or other amounts reasonably incurred by Siemens, in connection with the Siemens Guarantee. Such claim for indemnification of Siemens shall fall due on the date on which Siemens has received a request for payment by the Security Agent. 2.3 To the extent Siemens makes payments under the Siemens Guarantee and as a result of this the Lenders' claims against the Borrower and FirstMark Deutschland under the Facility Agreement are transferred to Siemens as set forth in the Siemens Guarantee, the Borrower and FirstMark Deutschland already, as of today, waive any objections they may have against such claims. Such waiver shall also apply to any objections the Borrower and FirstMark Deutschland may have with regard to claims of Siemens under this Agreement. 3. UNDERTAKINGS FROM THE BORROWER 3.1 The Borrower shall, and shall procure that each other Relevant Company shall at all times prior to the Guarantee Termination Date: 3 (A) provide to Siemens and its advisers access to its records and assets as and when Siemens may reasonably require on reasonable notice and during regular business hours; and (B) allow Siemens and its advisors to take records of the same and to discuss the affairs of the Borrower and each other Relevant Company with the officers, employees and auditors of the same on reasonable notice and during regular business hours. 3.2 The Borrower shall, and shall procure that each other Relevant Company shall, from time to time on the request of Siemens at any time prior to the Guarantee Termination Date, furnish Siemens with such information about its condition (financial or otherwise), the Business and the Network as Siemens may reasonably require. 4. UNDERTAKING FROM THE AGENT TO SIEMENS 4.1 The Agent undertakes to Siemens that at all times prior to the Guarantee Termination Date it will provide to Siemens a copy of each item of information provided to the Lenders pursuant to Clause 31.3 of the Facility Agreement or otherwise pursuant to the Facility Documents, in each case at the same time as the information is provided to the Lenders. 4.2 The Agent shall notify Siemens when it believes that, if it receives an executed copy of the Siemens Guarantee, it would be in a position to give the confirmation envisaged by the definition in the Facility Agreement of "Tranche A Financial Completion Date". Upon receipt of such notification Siemens shall promptly release to the Agent the Siemens Guarantee, duly executed by Siemens. 4.3 The Agent shall not be under any liability to Siemens or any other person as a result of its notification given pursuant to Clause 4.2, except in the case of gross negligence or wilful misconduct. 5. CONSENT AND VOTING RIGHTS OF SIEMENS 5.1 Each party to this Agreement hereby agrees that in relation to any consents, decisions, approvals, permissions, authorisations, agreements or instructions to be made or given under or in connection with the Facility Documents, Siemens shall be involved in the decision-making process in accordance with and to the extent stated in this Clause 5. 5.2 The prior written consent of Siemens (such consent not to be unreasonably withheld) shall prior to the Guarantee Termination Date be required for any: (A) decision which requires the consent of, or an agreement or instruction by, all the Lenders under the Facility Agreement or any of the Transaction Documents; (B) any change to the pricing, terms or structure of the Facility Agreement pursuant to the Syndication Letter; 4 (C) any change to the provisions of Clause 5.2, Clause 5.4, Clause 11 or Clause 12 of the Facility Agreement; or (D) any other decision, agreement, instruction, or other such action pursuant to the Facility Documents by the Agent, the Security Agent or the Lenders which could have a material adverse effect on the contingent liability of Siemens under the Siemens Guarantee. A consent right of Siemens under this sub-paragraph (E) shall exist only if Siemens shall have notified the Security Agent in good faith that in Siemens' opinion the decision, agreement, instruction, or other action in question does or will have such a material adverse effect. 6. ASSIGNMENTS AND TRANSFERS 6.1 BINDING AGREEMENT This Agreement shall be binding on and enure to the benefit of each party to it and its or any subsequent successors, Transferees and assigns. 6.2 NO ASSIGNMENTS AND TRANSFERS BY THE BORROWER OR SIEMENS Neither the Borrower nor Siemens shall be entitled to assign or transfer any of its rights, benefits or obligations under this Agreement unless otherwise agreed amongst the parties to this Agreement. 6.3 ASSIGNMENTS AND TRANSFERS BY LENDERS Any Lender may, at any time, in accordance with the procedure stated in Clause 32 of the Facility Agreement (as supplemented by this Agreement), assign all or any of its rights and benefits under this Agreement as a Lender or transfer all or any of its rights, benefits and obligations under this Agreement as a Lender. 6.4 ASSIGNMENTS BY LENDERS If any Lender assigns all or any of its rights and benefits under the Facility Documents in accordance with Clause 32 of the Facility Agreement, then, unless and until the assignee has agreed with the Agent, the Security Agent and the other Lenders that it shall be under the same obligations toward each of them as it would have been under if it had been an original party to this Agreement as a Lender (in which case the assignee shall become a party to this Agreement as a "Lender"), the Agent, the Security Agent and the other Lenders shall not be obliged to recognise the assignee as having the rights against each of them which it would have had if it had been a party to this Agreement. 6.5 TRANSFERS BY LENDERS If any Lender wishes to transfer all or any of its rights, benefits or obligations under the Facility Documents as a Lender as contemplated in Clause 32 of the Facility Agreement, and the transfer is effected by the delivery to the Agent of a Transfer 5 Certificate, on the Transfer Date specified in the Transfer Certificate (or any other Business Day endorsed by the Agent on the Transfer Certificate falling on or after) the date of delivery of the Transfer Certificate to the Agent: (A) the Agent, the Security Agent, the Transferee and the other Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had the Transferee been an original party to this Agreement as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of the transfer; and (B) the Transferee shall become a party to this Agreement as a "Lender". 7. REMEDIES AND WAIVERS, PARTIAL INVALIDITY 7.1 REMEDIES AND WAIVERS No failure to exercise, nor any delay in exercising, on the part of the Agent, the Security Agent or the Lenders, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies provided under this Agreement are cumulative and not exclusive of any rights or remedies provided by law. 7.2 PARTIAL INVALIDITY If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of the provision under the law of any other jurisdiction shall in any way be affected or impaired as a result. 8. NOTICES 8.1 COMMUNICATIONS IN WRITING Each communication to be made under this Agreement shall be made in writing and, unless otherwise stated, shall be made by fax, telex or letter. 8.2 DELIVERY Any communication or document to be made or delivered by one person to another pursuant to this Agreement shall (unless that other person has by 15 days' written notice to the Agent specified another address) be made or delivered to that other person at the address identified with its signature below (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee). 8.3 ENGLISH LANGUAGE 6 Each communication and document made or delivered by one party to another pursuant to this Agreement shall be in the English language or accompanied by a translation into English certified (by an officer of the person making or delivering the same) as being a true and accurate translation. 9. AMENDMENT (A) The Agent, if it has the prior written consent of an Instructing Group, may from time to time agree in writing with the other parties to this Agreement to amend this Agreement or to waive, prospectively or retrospectively, any of the requirements of this Agreement and any amendments or waivers so agreed shall be binding on all the Lenders and the other parties to this Agreement. The Agent may not grant any waiver or agree any amendment affecting any of the following unless authorised by all the Lenders: (i) the obligations of the Lenders; or (ii) any requirement (including the one in this sub-clause) that all the Lenders or a certain proportion of them consent to a matter or deliver a notice. (B) The Borrower undertakes to do all things necessary to ensure that all amendments are duly notarised and the Lenders and the Security Agent authorise the Agent to execute on their behalf any amendment documents if the Agent is permitted to agree to the amendments reflected in the relevant document under this Clause 9. (C) Notwithstanding any other provisions of this Agreement or the Facility Agreement, the Agent shall not be obliged to agree to any amendment or waiver if it would: (i) amend or waive any provision of this Clause 9; or (ii) otherwise amend or waive any of the Agent's rights under this Agreement or subject the Agent to any additional obligations under this Agreement. 10. LAW AND LANGUAGE (A) This Agreement shall be governed by, and shall be construed in accordance with, the law of Germany. (B) The ruling and operative language of this Agreement will be the English language. 7 11. JURISDICTION 11.1 GERMAN COURTS Each of the parties to this Agreement irrevocably agrees for the benefit of each of the Agent, the Security Agent and the Lenders that the courts of Frankfurt am Main, Germany shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement (respectively "PROCEEDINGS" and "DISPUTES") and, for those purposes, irrevocably submits to the jurisdiction of such courts. 11.2 APPROPRIATE FORUM Each of the parties to this Agreement irrevocably waives any objection which it might have at any time to the courts referred to in Clause 11.1 being nominated as the forum to hear and determine any Proceedings and to settle any Disputes and agrees not to claim that any such court is not a convenient or appropriate forum. 11.3 SERVICE OF PROCESS The Security Agent and the Agent each agrees that the process by which any Proceedings are begun may be served on it by being delivered in connection with any Proceedings in Germany, to Deutsche Bank A.G. at Bockenheimer Landstrasse 42, 60323 Frankfurt am Main. If the appointment in this Clause 8.3 ceases to be effective in respect of the Security Agent or the Agent each shall immediately appoint a further person in Germany to accept service of process on its behalf in Germany and, failing appointment within 15 days, Siemens shall be entitled to appoint any person for that purpose by notice to the Security Agent or the Agent respectively. Nothing contained in this Clause 8.3 shall affect the right to serve process in any other manner permitted by law. 11.4 NON-EXCLUSIVE SUBMISSIONS The submission to the jurisdiction of the courts referred to in Clause 11.1 shall not (and shall not be construed so as to) limit the right of any party to this Agreement to take Proceedings against any other party to this Agreement in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. IN WITNESS of which this document has been executed as an agreement on the date which first appears on page 1 above. 8 GUARANTOR SIEMENS AG BY: Siemens AG SFS PEF 1 CRM Hofmannstr. 51 D-81359 Munchen Telephone: (+49) 89 722 44 939 Facsimile: (+49) 89 722 41 225 Attention: Mr. Martinus Hartman BORROWER FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GmbH BY: Gunther-Wagner-Allee 13 D-30177 Hanover Telephone: (+49) 511 8797 7150 Facsimile: (+49) 511 8797 7509 Attention: Peter Schlichter FIRSTMARK DEUTSCHLAND FIRSTMARK COMMUNICATIONS DEUTSCHLAND GmbH BY: Gunther-Wagner-Allee 13 D-30177 Hanover Telephone: (+49) 511 8797 7150 Facsimile: (+49) 511 8797 7509 Attention: Peter Schlichter 9 FACILITY AGENT DEUTSCHE BANK, LUXEMBOURG S.A. BY: 2, Boulevard Konrad Adenauer L-1115 Luxembourg Telephone: (+352) 42122 296 Facsimile: (+352) 42122 287 Attention: Gerd Meyer ARRANGER AND FRONTING BANK DEUTSCHE BANK AG BY: Bockenheimer Landstrasse 42 60323 Frankfurt am Main Telephone: (+49) 69 910 35727 Facsimile: (+49) 69 910 32617 Attention: Frank Beckers SECURITY AGENT DEUTSCHE BANK, LUXEMBOURG S.A. BY: 10 2, Boulevard Konrad Adenauer L-1115 Luxembourg Telephone: (+352) 42122 296 Facsimile: (+352) 42122 287 Attention: Gerd Meyer AMENDMENT AGREEMENT SUPPLEMENTAL TO EURO 480 MILLION MULTI-TRANCHE SENIOR FACILITY AGREEMENT between SIEMENS AG as guarantor FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GMBH as borrower FIRSTMARK COMMUNICATIONS DEUTSCHLAND GMBH as guarantor DEUTSCHE BANK AG as arranger and fronting bank DEUTSCHE BANK LUXEMBOURG S.A. as facility agent DEUTSCHE BANK LUXEMBOURG S.A. as security agent and EACH FINANCIAL INSTITUTION LISTED IN SCHEDULE 1 as a Lender Hengeler Mueller, Slaughter and May Bockenheimer Landstrasse 51 D-60325 Frankfurt au Main Germany CONTENTS PAGE 1. Definitions and Interpretations 2 2. Amendments to the Facility Agreement 2 3. Assignments and Transfers 5 4. Remedies and Waivers, Partial Invalidity 6 5. Notices 6 6. Amendment 7 7. Law and Language 8 8. Jurisdiction 8 9. Contracts (Rights of Third Parties) Act 1999 9 THIS AMENDMENT AGREEMENT is made on May, 2000 BETWEEN (1) FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GMBH as borrower ("HOLDINGS" or the "BORROWER"); (2) FIRSTMARK COMMUNICATIONS DEUTSCHLAND GMBH as guarantor ("FIRSTMARK DEUTSCHLAND"); (3) DEUTSCHE BANK AG as arranger and fronting bank (the "ARRANGER"); and (4) DEUTSCHE BANK LUXEMBOURG S.A. as facility agent (the "AGENT"). WHEREAS: (A) Pursuant to a Euro 480 million multi-tranche senior facility agreement of even date herewith between the Borrower, FirstMark Deutschland, the Arranger, the Agent and the Security Agent and the Lenders named therein (the "FACILITY AGREEMENT") the Lenders have agreed to make available to the Borrower a Euro 480 million facility to enable FirstMark Deutschland to construct a broadband wireless access network in Germany connected by wireless local loop based on point-to-multipoint technology and for working capital purposes. (B) The Facility Agreement provides that the availability of the Facilities shall be subject to confirmation by the Agent of the satisfaction of certain conditions precedent specified in the Facility Agreement. (C) The parties wish to enter into this Agreement in order to supplement the provisions of the Facility Agreement relating to the availability of the Facilities on the terms and conditions set out herein. IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATIONS 1.1 Capitalised words and expressions used in this Agreement but not otherwise defined herein shall have the same meanings as specified in the Facility Agreement (as amended and supplemented by this Agreement and by an Amendment and Supplemental Agreement of even date herewith relating to the Facility Agreement). 1.2 The provisions of clauses 1.2 to 1.6 of the Facility Agreement shall apply to this Agreement MUTATIS MUTANDIS as if any reference therein to the Facility Agreement were a reference to this Agreement. 2. ADDITIONAL CONDITION PRECEDENT TO THE AVAILABILITY OF THE FACILITIES It shall be a condition precedent to the availability of the Facilities that an Option Agreement shall have been entered into between Deutsche Bank AG and Siemens AG 2 relating to shares in the Parent Company, and such Option Agreement shall be in form and substance satisfactory to the Agent. The Agent shall therefore not be obliged to confirm that the Tranche A Financial Completion Date has occurred unless it has received a duly executed original of such Option Agreement. 3. NOTICES 3.1 COMMUNICATIONS IN WRITING Each communication to be made under this Agreement shall be made in writing and, unless otherwise stated, shall be made by fax, telex or letter. 3.2 DELIVERY Any communication or document to be made or delivered by one person to another pursuant to this Agreement shall (unless that other person has by 15 days' written notice to the Agent specified another address) be made or delivered to that other person at the address identified with its signature below. 3.3 ENGLISH LANGUAGE Each communication and document made or delivered by one party to another pursuant to this Agreement shall be in the English language or accompanied by a translation into English certified (by an officer of the person making or delivering the same) as being a true and accurate translation. 4. LAW AND LANGUAGE (A) This Agreement shall be governed by, and shall be construed in accordance with, the law of England and Wales. (B) The ruling and operative language of this Agreement will be the English language. 5. JURISDICTION 5.1 ENGLISH Each of the parties to this Agreement irrevocably agrees for the benefit of the Agent that the courts of England and Wales shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement (respectively "PROCEEDINGS" and "DISPUTES") and, for those purposes, irrevocably submits to the jurisdiction of the courts of England and Wales. 3 5.2 APPROPRIATE FORUM The Borrower irrevocably waives any objection which it might have at any time to the courts referred to in Clause 5.1 being nominated as the forum to hear and determine any Proceedings and to settle any Disputes and agrees not to claim that any such court is not a convenient or appropriate forum. 5.3 SERVICE OF PROCESS The Borrower agrees that the process by which any Proceedings are begun may be served on it by being delivered in connection with any Proceedings in England, to FirstMark Communications Europe S.A. at 1 James Street, London W1M 5HY. If the appointment in this Clause 5.3 ceases to be effective in respect of the Borrower, the Borrower shall immediately appoint a further person in England to accept service of process on its behalf in England and, failing appointment within 15 days, the Agent shall be entitled to appoint any person for that purpose by notice to the Borrower. Nothing contained in this Clause 5.3 shall affect the right to serve process in any other manner permitted by law. 5.4 NON-EXCLUSIVE SUBMISSIONS The submission to the jurisdiction of the courts referred to in Clause 5.1 shall not (and shall not be construed so as to) limit the right of any party to this Agreement to take Proceedings against any other party to this Agreement in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. 6. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 The parties to this Agreement do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Agreement. IN WITNESS of which this document has been executed as an agreement on the date which first appears on page 1 above. 4 BORROWER FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GMBH BY: Gunther-Wagner-Allee 13 D-30177 Hanover Telephone: (+49) 511 8797 7150 Facsimile: (+49) 511 8797 7509 Attention: Peter Schlichter FIRSTMARK DEUTSCHLAND FIRSTMARK COMMUNICATIONS DEUTSCHLAND GMBH BY: Gunther-Wagner-Allee 13 D-30177 Hanover Telephone: (+49) 511 8797 7150 Facsimile: (+49) 511 8797 7509 Attention: Peter Schlichter FACILITY AGENT DEUTSCHE BANK, LUXEMBOURG S.A. BY: 2, Boulevard Konrad Adenauer L-1115 Luxembourg Telephone: (+352) 42122 296 Facsimile: (+352) 42122 287 Attention: Gerd Meyer ARRANGER AND FRONTING BANK DEUTSCHE BANK AG 5 BY: Bockenheimer Landstrasse 42 60323 Frankfurt am Main Telephone: (+49) 69 910 35727 Facsimile: (+49) 69 910 32617 Attention: Frank Beckers AGREEMENT SUPPLEMENTAL TO EURO 480 MILLION MULTI-TRANCHE SENIOR FACILITY AGREEMENT between FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GMBH as borrower FIRSTMARK COMMUNICATIONS DEUTSCHLAND GMBH as guarantor DEUTSCHE BANK AG as arranger and fronting bank DEUTSCHE BANK LUXEMBOURG S.A. as facility agent Hengeler Mueller, Slaughter and May Bockenheimer Landstrasse 51 D-60325 Frankfurt au Main Germany CONTENTS PAGE 1. Definitions and Interpretations 1 2. Additional condition precedent to the availability of the Facilities 1 3. Notices 2 4. Law and Language 2 5. Jurisdiction 2 6. Contracts (Rights of Third Parties) Act 1999 3 THIS AMENDMENT AGREEMENT is made on May, 2000 BETWEEN (1) SIEMENS AG as guarantor ("SIEMENS"); (2) FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GMBH as borrower ("HOLDINGS" or the "BORROWER"); (3) FIRSTMARK COMMUNICATIONS DEUTSCHLAND GMBH as guarantor ("FIRSTMARK DEUTSCHLAND"); (4) DEUTSCHE BANK AG as arranger and fronting bank (the "ARRANGER"); (5) DEUTSCHE BANK LUXEMBOURG S.A. as facility agent (the "AGENT"); (6) DEUTSCHE BANK LUXEMBOURG S.A. as security agent (the "SECURITY AGENT"); and (7) EACH FINANCIAL INSTITUTION LISTED IN SCHEDULE 1 (each a "LENDER"). WHEREAS: (A) Pursuant to a contract to be dated on or around the date of this Agreement between Siemens and FirstMark Deutschland (the "PMP CONTRACT") Siemens has agreed to supply to FirstMark Deutschland the equipment, software and services referred to therein. (B) Pursuant to a Euro 480 million multi-tranche senior facility agreement of even date herewith between the Borrower, FirstMark Deutschland, the Arranger, the Agent, the Security Agent and the Lenders (the "FACILITY AGREEMENT") the Lenders have agreed to make available to the Borrower a Euro 480 million facility to enable FirstMark Deutschland to construct a broadband wireless access network in Germany connected by wireless local loop based on point-to-multipoint technology and for working capital purposes. In particular, clause 3.4(A) of the Facility Agreement provides that Advances drawn by the Borrower under the Tranche A1 Facility and the Tranche A2 Facility may be used solely for the purpose of paying amounts payable (including VAT) in respect of Invoices issued pursuant to the PMP Contract. (C) Pursuant to a guarantee agreement to be dated on or around the date of this Agreement between the Security Agent, the Agent, the Lenders and Siemens (the "SIEMENS GUARANTEE"), Siemens has agreed, inter alia, to guarantee to the Security Agent, the Agent, and the Lenders, the payments mentioned therein to be made by the Borrower under or in connection with the Tranche A1 Loan. (D) The parties wish to enter into this Agreement in order to amend and supplement the provisions of the Facility Agreement on the terms and conditions set out herein. 2 IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATIONS 1.1 Capitalised words and expressions used in this Agreement but not otherwise defined herein shall have the same meanings as specified in the Facility Agreement (as amended and supplemented by this Agreement). 1.2 In this Agreement the "GUARANTEE TERMINATION DATE" shall mean the date on which the Siemens Guarantee terminates in accordance with its terms. 1.3 The provisions of clauses 1.2 to 1.6 of the Facility Agreement shall apply to this Agreement MUTATIS MUTANDIS as if any reference therein to the Facility Agreement were a reference to this Agreement. 2. AMENDMENTS TO THE FACILITY AGREEMENT 2.1 The following new definitions of "Siemens Guarantee" and "Guarantee Supplement" shall be inserted in clause 1.1 of the Facility Agreement: ""SIEMENS GUARANTEE" means the guarantee agreement relating to the Tranche A 1 Loan between the Security Agent, the Lenders, the Agent and Siemens." "GUARANTEE SUPPLEMENT" means the Agreement supplemental to the Siemens Guarantee between the parties to the Supplemental Agreement. 2.2 The following new definition of "Siemens" shall be inserted in clause 1.1 of the Facility Agreement: ""SIEMENS" means Siemens AG Aktiengesellschaft, Berlin and Munchen, a stock corporation duly organised and existing under the laws of the Federal Republic of Germany". 2.3 The following new definition of "Supplemental Agreement" shall be inserted in clause 1.1 of the Facility Agreement: ""SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement, supplemental to this Agreement, of even date herewith between Siemens, the Borrower, FirstMark Deutschland, the Arranger, the Agent, the Security Agent and the Lenders.". 2.4 The definition of "Facility Document" in clause 1.1 of the Facility Agreement shall be amended so that it reads as follows: ""FACILITY DOCUMENT" means each of: (A) this Agreement; (B) each Security Document; 3 (C) the Subordination Agreement; (D) the Intercreditor Agreement; (E) the Equity Commitment Undertaking; (F) the Siemens Guarantee; (G) the Guarantee Supplement; (H) the Supplemental Agreement; and (I) any other agreement, document or deed agreed by the Agent and the Borrower to be a "FACILITY DOCUMENT" or which is entered into or provided under, or for the purpose of amending or novating, any of the above.". 2.5 Paragraph (i) of the definition of "Material Adverse Effect" in clause 1.1 of the Facility Agreement shall be amended so that it reads as follows: "(i) a material adverse effect on the ability of (a) any Relevant Company to perform and comply with any of its material obligations under the Transaction Documents to which it is a party or (b) the Parent Company to perform and comply with any of its material obligations under the Equity Commitment Undertaking or (c) Siemens to perform and comply with any of its material obligations under the Siemens Guarantee;". 2.6 Paragraph (O) of Clause 22.1 of the Facility Agreement shall be amended so that it reads as follows: "(O) ADDITIONAL SECURITY ensure that promptly in response to any written request of the Security Agent any assets which are acquired by any Relevant Company in connection with the Business after the date of this Agreement are secured in favour of, and to the satisfaction of, the Beneficiaries and Siemens as soon as they are acquired provided that no security shall be required to be created over any asset in relation to which both of the following requirements are satisfied: (a) it is legally necessary (in order to ensure the validity or priority of such security) to create the security by way of a document which specifically identifies the asset rather than by way of a general description of assets of a specified class or at a specified location; and (b) the asset has a market value of less than Euro 1,000,000 (one million euro);" 2.7 Paragraph (I) of clause 23.1 of the Facility Agreement shall be amended so that it reads as follows: 4 "(I) FAILURE TO PAY DEBTS any Relevant Company, Siemens or the Parent Company is unable to pay its debts as they fall due, ceases to make payments or commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or a composition with its creditors, or makes any good faith application for the opening of a court composition (GERICHTLICHES VERGLEICHSVERFAHREN) without the prior approval of the Agent acting on the instructions of all the Lenders.". 2.8 Paragraph (J) of clause 23.1 of the Facility Agreement shall be amended so that it reads as follows: "(J) COMMENCEMENT OF INSOLVENCY PROCEEDINGS any action or legal proceedings are started against any Relevant Company, Siemens or the Parent Company for its winding-up, dissolution, administration, bankruptcy or any similar or analogous proceeding or by any Relevant Company, Siemens or the Parent Company in order for it to be declared in suspension of payments and such action or proceedings are not dismissed, stayed or terminated within 30 days of being commenced, other than for the purposes of a solvent reconstruction on terms and conditions approved by the Agent acting on the instructions of all the Lenders.". 2.9 Paragraph (M) of clause 23.1 of the Facility Agreement shall be amended so that it reads as follows: "(M) ILLEGALITY at any time it is or becomes unlawful for any of the Relevant Companies, Siemens or the Parent Company to perform or comply with any or all of their respective material obligations under the Transaction Documents or any of their respective material obligations are not or cease to be (subject only to the Reservations) legal, valid and binding.". 2.10 It shall be a condition precedent to the availability of the Tranche A 3 Facility that an irrevocable guarantee of Nortel Corporation plc shall have been provided in relation to the obligations of the Borrower in relation to the Tranche A3 Loan, and such guarantee shall be in form and substance satisfactory to the Agent. 2.11 Notwithstanding the requirement in paragraph 8 of Schedule 3 to the Facility Agreement that an executed copy of each Transaction Document be provided as a condition precedent to the availability of Tranche A, it is agreed that it shall be a condition precedent only to the availability of Tranche A1 and Tranche A2 that an executed copy of the Siemens Guarantee be provided. 2.12 The Borrower shall forward to Siemens a copy of each request for consent received by the Borrower pursuant to Clause 32.3 of the Facility Agreement. 5 2.13 This sub-clause applies where any Relevant Company has received a payment (the "RELEVANT AMOUNT") from a Supplier by way of refund of or adjustment to any amount (the "FUNDED AMOUNT") paid to that Supplier pursuant to Clause 7.1(A) of the Facility Agreement. Where this sub-clause applies the Borrower undertakes to Siemens and to each Beneficiary that it will apply the Relevant Amount in payment of amounts payable, then or in the future, to the relevant Supplier under the Supply Contract to which that Supplier is a party. If an order under such Supply Contract, payment for which will result in such application, has not been placed within three months of the date of receipt of the Relevant Amount the Borrower undertakes to prepay under the Facility Agreement an amount equal to the Relevant Amount. Each such prepayment shall be applied in prepayment of the Loan in respect of the Facility pursuant to which the Funded Amount was paid to the relevant Supplier. 2.14 The parties hereby agree that at all times prior to the Guarantee Termination Date any reference to the Facility Agreement (other than in this Clause 2) in any Facility Document shall be a reference to the Facility Agreement as amended and supplemented by this Agreement. The additional condition precedent to the availability of the Tranche A3 Facility, stated in this Clause 2, shall continue to apply after the Guarantee Termination Date. 3. ASSIGNMENTS AND TRANSFERS 3.1 BINDING AGREEMENT This Agreement shall be binding on and enure to the benefit of each party to it and its or any subsequent successors, Transferees and assigns. 3.2 NO ASSIGNMENTS AND TRANSFERS BY THE BORROWER OR SIEMENS Neither the Borrower nor Siemens shall be entitled to assign or transfer any of its rights, benefits or obligations under this Agreement unless otherwise agreed amongst the parties to this Agreement. 3.3 ASSIGNMENTS AND TRANSFERS BY LENDERS Any Lender may, at any time, in accordance with the procedure stated in Clause 32 of the Facility Agreement (as supplemented by this Agreement), assign all or any of its rights and benefits under this Agreement as a Lender or transfer all or any of its rights, benefits and obligations under this Agreement as a Lender. 3.4 ASSIGNMENTS BY LENDERS If any Lender assigns all or any of its rights and benefits under the Facility Documents in accordance with Clause 32 of the Facility Agreement, then, unless and until the assignee has agreed with the Agent, the Security Agent and the other Lenders that it shall be under the same obligations toward each of them as it would have been under if it had been an original party to this Agreement as a Lender (in which case the assignee shall become a party to this Agreement as a "Lender"), the Agent, the Security Agent 6 and the other Lenders shall not be obliged to recognise the assignee as having the rights against each of them which it would have had if it had been a party to this Agreement. 3.5 TRANSFERS BY LENDERS If any Lender wishes to transfer all or any of its rights, benefits or obligations under the Facility Documents as a Lender as contemplated in Clause 32 of the Facility Agreement, and the transfer is effected by the delivery to the Agent of a Transfer Certificate, on the Transfer Date specified in the Transfer Certificate (or any other Business Day endorsed by the Agent on the Transfer Certificate falling on or after) the date of delivery of the Transfer Certificate to the Agent: (A) the Agent, the Security Agent, the Transferee and the other Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had the Transferee been an original party to this Agreement as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of the transfer; and (B) the Transferee shall become a party to this Agreement as a "Lender". 4. REMEDIES AND WAIVERS, PARTIAL INVALIDITY 4.1 REMEDIES AND WAIVERS No failure to exercise, nor any delay in exercising, on the part of the Agent, the Security Agent or the Lenders, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies provided under this Agreement are cumulative and not exclusive of any rights or remedies provided by law. 4.2 PARTIAL INVALIDITY If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of the provision under the law of any other jurisdiction shall in any way be affected or impaired as a result. 5. NOTICES 5.1 COMMUNICATIONS IN WRITING Each communication to be made under this Agreement shall be made in writing and, unless otherwise stated, shall be made by fax, telex or letter. 7 5.2 DELIVERY Any communication or document to be made or delivered by one person to another pursuant to this Agreement shall (unless that other person has by 15 days' written notice to the Agent specified another address) be made or delivered to that other person at the address identified with its signature below (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee). 5.3 ENGLISH LANGUAGE Each communication and document made or delivered by one party to another pursuant to this Agreement shall be in the English language or accompanied by a translation into English certified (by an officer of the person making or delivering the same) as being a true and accurate translation. 6. AMENDMENT (A) The Agent, if it has the prior written consent of an Instructing Group, may from time to time agree in writing with the other parties to this Agreement to amend this Agreement or to waive, prospectively or retrospectively, any of the requirements of this Agreement and any amendments or waivers so agreed shall be binding on all the Lenders and the other parties to this Agreement. The Agent may not grant any waiver or agree any amendment affecting any of the following unless authorised by all the Lenders: (i) the obligations of the Lenders; (ii) the Siemens Guarantee or the Guarantee Supplement; or (iii) any requirement (including the one in this sub-clause) that all the Lenders or a certain proportion of them consent to a matter or deliver a notice. (B) The Borrower undertakes to do all things necessary to ensure that all amendments are duly notarised and the Lenders and the Security Agent authorise the Agent to execute on their behalf any amendment documents if the Agent is permitted to agree to the amendments reflected in the relevant document under this Clause 6. (C) Notwithstanding any other provisions of this Agreement or the Facility Agreement, the Agent shall not be obliged to agree to any amendment or waiver if it would: (i) amend or waive any provision of this Clause 6; or (ii) otherwise amend or waive any of the Agent's rights under this Agreement or subject the Agent to any additional obligations under this Agreement. 8 7. LAW AND LANGUAGE (A) This Agreement shall be governed by, and shall be construed in accordance with, the law of England and Wales. (B) The ruling and operative language of this Agreement will be the English language. 8. JURISDICTION 8.1 ENGLISH Each of the parties to this Agreement irrevocably agrees for the benefit of each of the Agent, the Security Agent and the Lenders that the courts of England and Wales shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement (respectively "PROCEEDINGS" and "DISPUTES") and, for those purposes, irrevocably submits to the jurisdiction of the courts of England and Wales. 8.2 APPROPRIATE FORUM The Borrower and Siemens irrevocably waives any objection which it might have at any time to the courts referred to in Clause 8.1 being nominated as the forum to hear and determine any Proceedings and to settle any Disputes and agrees not to claim that any such court is not a convenient or appropriate forum. 8.3 SERVICE OF PROCESS The Borrower agrees that the process by which any Proceedings are begun may be served on it by being delivered in connection with any Proceedings in England, to FirstMark Communications Europe S.A. at 1 James Street, London W1M 5HY Siemens agrees that the process by which any Proceedings are begun may be served on it by being delivered in connection with any Proceedings in England, to the Siemens Shared Services Ltd. at Siemens House, Oldbury, Bracknell Berkshire RG12 8FZ, United Kingdom (marked for the attention of the Head of the Legal Department). If the appointment in this Clause 8.3 ceases to be effective in respect of the Borrower or Siemens, the Borrower or Siemens respectively shall immediately appoint a further person in England to accept service of process on its behalf in England and, failing appointment within 15 days, the Agent shall be entitled to appoint any person for that purpose by notice to the Borrower or Siemens respectively. Nothing contained in this Clause 8.3 shall affect the right to serve process in any other manner permitted by law. 8.4 NON-EXCLUSIVE SUBMISSIONS The submission to the jurisdiction of the courts referred to in Clause 8.1 shall not (and shall not be construed so as to) limit the right of any party to this Agreement to take Proceedings against any other party to this Agreement in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude 9 the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. 9. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 The parties to this Agreement do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Agreement. IN WITNESS of which this document has been executed as an agreement on the date which first appears on page 1 above. 10 GUARANTOR SIEMENS AG BY: Siemens AG SFS PEF 1 CRM Hofmannstr. 51 D-81359 Munchen Telephone: (+49) 89 722 44 939 Facsimile: (+49) 89 722 41 225 Attention: Mr. Martinus Hartman BORROWER FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GMBH BY: Gunther-Wagner-Allee 13 D-30177 Hanover Telephone: (+49) 511 8797 7150 Facsimile: (+49) 511 8797 7509 Attention: Peter Schlichter FIRSTMARK DEUTSCHLAND FIRSTMARK COMMUNICATIONS DEUTSCHLAND GMBH BY: Gunther-Wagner-Allee 13 D-30177 Hanover Telephone: (+49) 511 8797 7150 Facsimile: (+49) 511 8797 7509 11 Attention: Peter Schlichter FACILITY AGENT DEUTSCHE BANK, LUXEMBOURG S.A. BY: 2, Boulevard Konrad Adenauer L-1115 Luxembourg Telephone: (+352) 42122 296 Facsimile: (+352) 42122 287 Attention: Gerd Meyer ARRANGER AND FRONTING BANK DEUTSCHE BANK AG BY: Bockenheimer Landstrasse 42 60323 Frankfurt am Main Telephone: (+49) 69 910 35727 Facsimile: (+49) 69 910 32617 Attention: Frank Beckers SECURITY AGENT DEUTSCHE BANK, LUXEMBOURG S.A. BY: 2, Boulevard Konrad Adenauer L-1115 Luxembourg Telephone: (+352) 42122 296 Facsimile: (+352) 42122 287 Attention: Gerd Meyer EQUITY COMMITMENT UNDERTAKING between FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GmbH as borrower FIRSTMARK COMMUNICATIONS EUROPE S.A. as parent company DEUTSCHE BANK LUXEMBOURG S.A. as facility agent DEUTSCHE BANK LUXEMBOURG S.A. as security agent and SIEMENS AG as guarantor Hengeler Mueller Slaughter and May Bockenheimer Landstrasse 51 D-60325 Frankfurt am Main Germany THIS AGREEMENT is made on May, 2000 BETWEEN (1) FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GMBH ("HOLDINGS" or the "COMPANY"); (2) FIRSTMARK COMMUNICATIONS EUROPE S.A. as Parent Company (the "PARENT COMPANY"); (3) DEUTSCHE BANK LUXEMBOURG S.A. as facility agent (the "AGENT"); (4) DEUTSCHE BANK LUXEMBOURG S.A. as security agent for and on behalf of each Lender (the "SECURITY AGENT"); and (5) SIEMENS AG ("SIEMENS"). WHEREAS: (A) The parties to this Agreement, other than the Parent Company and Siemens, are party to the Euro 480 million Multi-Tranche Senior Facility Agreement of even date with this Agreement between the Company as a borrower, FirstMark Communications Deutschland GmbH, a wholly-owned subsidiary of the Company, as guarantor, Deutsche Bank AG as arranger, Deutsche Bank Luxembourg S.A. as facility agent, Deutsche Bank Luxembourg S.A. as security agent and each financial institution listed in the schedule thereto as a lender (the "FACILITY AGREEMENT"). (B) The Company is proposing to borrow monies pursuant to the Facility Agreement in order to finance the construction of a broadband wireless access network in Germany connected by wireless local loop based on point-to-multipoint technology and for working capital purposes. The Company is a wholly-owned subsidiary of the Parent Company. It is a condition precedent to the obligations of the Lenders to make Advances under the Facility Agreement that the Parent Company, the Company, the Agent and the Security Agent enter into this Agreement in order to set out, INTER ALIA, the terms upon which Contributed Equity shall be provided by the Parent Company to the Company. (C) The Security Agent acts as security agent for the Lenders under the Security Documents. The Agent acts as facility agent for the Lenders under the Facility Agreement. In consideration of the Lenders, the Agent and the Security Agent entering into the Facility Agreement IT IS AGREED as follows: 3 PART 1 DEFINITIONS AND INTERPRETATION 1. DEFINITIONS AND INTERPRETATION 1.1 FACILITY AGREEMENT DEFINITIONS Capitalised terms used in this Agreement but not otherwise defined herein shall have the same meanings as specified in the Facility Agreement. 1.2 DEFINITIONS In this Agreement the following definitions apply: "ACCELERATION" means an acceleration by the Agent pursuant to Clause 23.2 of the Facility Agreement of repayment in whole or in part of any Advances following the occurrence of an Event of Default. "EQUITY CONTRIBUTION" means Contributed Equity made available to the Company. "PAYMENT DEFAULT" means an Event of Default under Clause 23.1 (A) of the Facility Agreement provided that the unpaid sum in respect of which the Event of Default has occurred is greater than Euro 1,000,000. "TAX PAYMENT" means an increased payment made by the Parent Company under Clause 9.3. "TOTAL EQUITY" means Euro 200,000,000 (two hundred million euros). 1.3 INTERPRETATION Any reference in this Agreement to any party to this Agreement shall be construed so as to include their respective successors, Transferees and assigns in accordance with their respective interests 2. CASH FUNDING CONTRIBUTION OBLIGATIONS 2.1 MAINTENANCE OF DEBT TO EQUITY RATIO The Parent Company hereby irrevocably and unconditionally undertakes to each other party to this Agreement that it shall, in accordance with the provisions of this Agreement make Equity Contributions or procure that Equity Contributions are made from time to time in amounts sufficient to ensure that the ratio of Total Indebtedness to Contributed Equity shall not at any time exceed 3:2. 4 2.2 TIMING OF EQUITY CONTRIBUTIONS (A) The Agent shall, if instructed to do so by (a) an Instructing Group; or (b) Siemens; or (c) each Lender under the Tranche A2 Facility, at any time following the occurrence of a Payment Default, notify the Parent Company requiring it to pay an amount sufficient to enable the Borrower to remedy such Payment Default. (B) The Agent shall if instructed to do so by an Instructing Group at any time following the occurrence of an Acceleration, notify the Parent Company requiring it to pay an amount equal to the amount (if any) (the "BALANCE OF TOTAL EQUITY") by which Total Equity exceeds the aggregate amount of Equity Contributions made by the Parent on or before the date of such notice. (C) The Parent Company undertakes for the benefit of the Beneficiaries, Siemens and the Company that it shall, within 10 Business Days of receipt of a notice pursuant to paragraph (A) or (B), make or procure the making of an Equity Contribution to the Borrower of an amount equal to the amount required to be paid to enable the Borrower to remedy the relevant Payment Default or, as the case may be, the Balance of Total Equity. Nothing in this Clause 2.2 shall require the Parent to make aggregate Equity Contributions in excess of the Total Equity. 2.3 IMPLEMENTATION OF CONTRIBUTED EQUITY The Parent Company undertakes to each other party to this Agreement to enter into or to procure the entering into of whatever agreements, execute or procure the execution of whatever documents, apply for or procure the application for any authorisations and carry out or procure the carrying out of whatever actions (including, without limitation, exercising any right to vote to pass any resolutions necessary to increase the share capital of the Company) which are necessary for the Company to receive from the Parent Company such Equity Contributions as are required to be made pursuant to this Agreement. In particular, the Parent Company undertakes, in respect of Equity Contributions, (i) to exercise its voting rights in shareholder's resolutions of the Company to effect capital increases in nominal amounts determined by the Parent Company and with contribution amounts in accordance with Clauses 2.1 and 2.2, (ii) to subscribe for the new shares, (iii) to make the relevant contributions to the Company and (iv) to procure that the Company immediately takes all actions necessary to have each such capital increase registered in the commercial register. 2.4 SHARE PLEDGE In connection with Equity Contributions by way of subscription of share capital the Parent Company shall ensure that the new shares are not pledged, assigned or encumbered for the benefit of any other party in order to allow the creation of a first ranking pledge for the benefit of the Beneficiaries and Siemens. 5 2.5 THE COMPANY TO REMAIN A WHOLLY-OWNED SUBSIDIARY The Parent Company undertakes to each other party to this Agreement to hold (or procure that Affiliates of the Parent hold or any combination of them hold) at all times, until all obligations of the Company under the Facility Documents have been satisfied, 100 % of all shares (of whatever class and including securities convertible into shares) in the capital of the Company. 2.6 NOTIFICATIONS TO THE PARENT COMPANY (A) Without prejudice to the obligations of the Parent Company under this Agreement if the Company does not receive Equity Contributions from the Parent Company at the time and in the amount and manner required under this Agreement, it shall immediately give written notice of that fact to the Parent Company and simultaneously provide a copy of that notice to the Security Agent. (B) Any failure by the Company to comply with the provisions of this Agreement shall not release or in any way prejudice the obligations of the Parent Company under this Agreement. 3. SUBORDINATION OF SUBORDINATED DEBT AND THIN CAPITALISATION (A) The Parent Company acknowledges and agrees to the restrictions stated in the Facility Agreement on the making of distributions by the Company, or payment by the Company of dividends or of interest or principal in relation to the Subordinated Debt. (B) The Parent Company shall make Equity Contributions (or procure that they are made) in such proportions of invested equity and advanced Subordinated Debt, as shall comply with the requirements of German law relating to thin capitalisation and minimum equity amounts. 4. SIEMENS' RIGHTS Siemens shall have no rights under this Agreement at any time after the termination of the Siemens Guarantee in accordance with its terms. 5. REPRESENTATIONS AND WARRANTIES 5.1 LEGAL REPRESENTATIONS The Parent Company represents and warrants to the Agent and the Security Agent in the terms set out in this Clause 5.1 and acknowledges that the Agent and the Security Agent and the Lenders have entered into the Facility Agreement in reliance on these representations and warranties. 6 (A) STATUS AND DUE AUTHORISATION The Parent Company is a body corporate duly organised and validly existing under the laws of the Grand-Duchy of Luxembourg, is qualified to do business and in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary, and is so organised with power to own its assets and carry on its business as now proposed to be conducted, and execute and deliver this Agreement and to exercise its rights and perform its obligations under this Agreement, and all corporate and other action required to authorise its execution and delivery of this Agreement and its exercise of its rights and its performance of its obligations under this Agreement has been duly taken. (B) BINDING OBLIGATIONS The obligations expressed to be assumed by the Parent Company in this Agreement are its legal, valid and binding obligations enforceable, subject only to the Reservations, in accordance with their terms. (C) CLAIMS PARI PASSU The claims of the Company, the Agent, the Security Agent and the Lenders against the Parent Company under this Agreement rank at least PARI PASSU with the claims of all other unsecured and unsubordinated creditors of the Parent Company, save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application. (D) GOVERNING LAW AND JUDGMENTS In any proceedings taken in the Federal Republic of Germany or The Grand-Duchy of Luxembourg in relation to this Agreement, the choice of the governing law expressed herein and any judgement obtained in the Federal Republic of Germany or the Grand-Duchy of Luxembourg in respect of this Agreement will be recognised and enforced. (E) VALIDITY AND ADMISSIBILITY IN EVIDENCE All acts, conditions and things required to be done, fulfilled and performed in order: (a) to enable the Parent Company lawfully to enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in this Agreement; (b) to ensure that the obligations expressed to be assumed by the Parent Company in this Agreement are legal, valid and binding; and 7 (c) to make this Agreement admissible in evidence in the Federal Republic of Germany and the Grand-Duchy of Luxembourg, have been done, fulfilled and performed. (F) NO FILING OR STAMP TAXES Under the laws of the Federal Republic of Germany and the Grand-Duchy of Luxembourg in force at the date of this Agreement, it is not necessary that this Agreement be filed, recorded or enrolled with any court or other authority in any of these jurisdictions or that any stamp, registration or similar tax be paid on or in relation to this Agreement. (G) AUTHORISED AND ISSUED SHARE CAPITAL The issued share capital of the Parent Company is as set out in part 1 of the Schedule. (H) BOARD OF DIRECTORS The names of the current members of the board of directors of the Parent Company are set out in part 2 of the Schedule. 5.2 FACTUAL REPRESENTATIONS The Parent Company makes the representations and warranties set out in this Clause 5.2 and acknowledges that the Agent, the Security Agent and the Lenders have entered into this Agreement and the Facility Agreement in reliance on those representations and warranties. (A) NO LITIGATION OR OTHER PROCEEDINGS No litigation, arbitration or other action or administrative proceedings of or before any court or agency and involving the Parent Company, as at the date of this Agreement, has been started or threatened and, as at any date thereafter on which this representation is repeated, has been started or threatened where it is reasonably likely to have a Material Adverse Effect. (B) ORIGINAL FINANCIAL STATEMENTS Each of the Original Financial Statements of the Parent Company and the financial statements delivered under Clauses 6.1 and 6.2 of this Agreement were (save as disclosed in them) prepared in accordance with current accounting practice consistently applied and give (in conjunction with the notes to them) a true and fair view of the financial condition of the Parent Company at the date as at which they were prepared and the results of the Parent Company's operations during the financial year then ended. 8 (C) NO MATERIAL ADVERSE CHANGE Since publication of the Original Financial Statements of the Parent Company there has been no material adverse change in the business or condition (financial or otherwise) of the Parent Company. (D) NO WINDING-UP The Parent Company has not taken any corporate action nor have any other steps been taken or legal proceedings been started or threatened against the Parent Company for its winding-up, dissolution, administration or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or of any or all of its assets or revenues nor has the Parent Company taken any proceedings leading to insolvency or suspension of payments of the Parent Company. (E) NO MATERIAL DEFAULTS The Parent Company is not in breach of or in default under any agreement to which it is a party which is binding on it or any of its assets to an extent or in a manner which is reasonably likely to have a Material Adverse Effect. (F) NO UNDISCLOSED LIABILITIES The Parent Company did not have, as at the date of its Original Financial Statements, any material liabilities (contingent or otherwise) which were not disclosed in such Original Financial Statements (or by the notes to them) or reserved against them nor were there at that date any material unrealised or anticipated losses of the Parent Company arising from commitments entered into by it which were not so disclosed or reserved against. For this purpose, "MATERIAL LIABILITIES" or "MATERIAL UNREALISED OR ANTICIPATED LOSSES" means any liability or, as the case may be, loss, which is reasonably likely to have a Material Adverse Effect. (G) EXECUTION AND DELIVERY OF THIS AGREEMENT Execution by the Parent Company of this Agreement and its exercise of its rights and performance of its obligations under them do not and will not: (i) conflict with any agreement, mortgage, bond or other instrument or treaty to which it is a party or which is binding upon it or any of its assets; (ii) conflict with its constitutional documents, rules, regulations or any shareholders agreement to which it is a party; (iii)require any consent or approval of its board of directors or shareholders which consent or approval has not been obtained, and each such 9 consent and approval that has been obtained is adequate for its intended purpose and is in full force and effect; (iv) conflict with any applicable law, regulation or official or judicial order; or (v) result in or require the creation of any encumbrance over any of its assets. 5.3 REPETITION OF REPRESENTATIONS The representations set out in Clauses 5.1(B) (Binding Obligations), 5.1(C) (Claims Pari Passu), 5.2(A) (No Litigation or Other Proceedings), 5.2(B) (Original Financial Statements) (but only in respect of the Latest Financial Statements at that time), 5.2(C) (No Material Adverse Change), 5.2(D) (No Winding-up) and 5.2(E) (No Material Defaults) shall be repeated on each date on which a Notice of Drawdown is given, on which an Advance is made under the Facility Agreement, on the Syndication Date and each Interest Payment Date under the Facility Agreement, in each case by reference to the facts and circumstances then existing. 6. INFORMATION 6.1 ANNUAL STATEMENTS The Parent Company shall, as soon as the same become available but in any event within 90 days after the end of each of its respective financial years, deliver to the Agent with sufficient copies for each of the Beneficiaries its audited financial statements for the relevant financial year, and the auditor's report in relation to such statements shall not contain any qualifications. 6.2 QUARTERLY STATEMENTS The Parent Company shall, as the same become available but in any event within 45 days after the end of each of its respective financial quarters, deliver to the Agent with sufficient copies for each of the Beneficiaries its unaudited financial statements for such relevant quarter. 6.3 REQUIREMENTS AS TO FINANCIAL STATEMENTS The Parent Company shall ensure that: (A) each set of its financial statements delivered pursuant to Clauses 6.1 and 6.2 is prepared on the same basis, including accounting policies, practices, procedures, and reference periods, as was used in the preparation of its Original Financial Statements and in accordance with current accounting practice and consistently applied or where it is not so prepared including (i) a description of any changes to the basis of preparation (ii) a statement of the reasons why such change has been implemented and (iii) a pro forma set of financial statements prepared on the previous basis; 10 (B) each set of its quarterly financial statements delivered pursuant to Clause 6.2 shall include a narrative report for the relevant quarterly period, a balance sheet, profit and loss account and statement of use of funds as at the end of and for that quarterly period and a comparison of the balance sheet and profit and loss account; (C) each set of its financial statements delivered pursuant to Clauses 6.1 and 6.2 is certified by a duly authorised officer of it as giving a true and fair view of its financial condition as at the end of the period to which those financial statements relate and of the results of its operations during the relevant period; (D) each set of financial statements delivered by it pursuant to Clause 6.1 has been audited by the Auditor. 6.4 LITIGATION The Parent Company shall promptly notify the Agent of any litigation, arbitration, administration or other legal or dispute resolution proceedings involving the Parent Company which if found against the Parent Company is reasonably likely to have a Material Adverse Effect. 6.5 UPDATE OF SHAREHOLDER SCHEDULE The Parent Company is currently finalising the terms of subscription of a number of additional shareholders. Promptly following the completion of such subscriptions, and in any case no later than 30th June, 2000, the Parent Company shall provide to the Security Agent, with a copy to Siemens, an updated form of the Schedule, reflecting all intervening changes in the members of the Parent Company and their respective shareholdings. 7. NO DISCHARGE OF THE PARENT COMPANY 7.1 The Parent Company's obligations under this Agreement are absolute, irrevocable and unconditional, and the Parent Company shall not be released or discharged from any of its obligations under this Agreement, nor shall any of such obligations be in any way prejudiced or affected by: (A) any invalidity, unenforceability, illegality or voidability of any obligation under any Transaction Document; or (B) any variation or amendment of, or waiver or release granted under or in connection with, any Transaction Document or other document; or (C) time being given, or any other indulgence or concession being granted, by the Company, the Agent, the Security Agent, any Lender or any other person under any Transaction Document; or 11 (D) the taking, holding, failure to take or hold, varying, realisation, non-enforcement, non-perfection or release by the Agent, the Security Agent, any Lender or any other person of any other guarantee and/or indemnity or any security for any of the obligations under the Facility Documents; or (E) the bankruptcy, insolvency, liquidation, amalgamation, reconstruction, reorganisation, administration, administrative or other receivership or dissolution of the Company, any Relevant Company or any other person, or any equivalent or analogous proceeding by whatever name known and in whatever jurisdiction; or (F) any change in the constitution of the Company, FirstMark Deutschland or any other person; or (G) any amalgamation, merger or reconstruction that may be effected by any Beneficiary or by the Company or FirstMark Deutschland with any other person or any sale or transfer of the whole or any part of the undertaking and assets of any Beneficiary or by the Company or FirstMark Deutschland to any other person; or (H) the existence of any claim, set-off or other rights which the Parent Company may have at any time against any Beneficiary or against the Company or FirstMark Deutschland or any other person, or which the Company or FirstMark Deutschland may have at any time against any Beneficiary, whether in connection with a Transaction Document or otherwise; or (I) the granting by a Beneficiary to the Company or FirstMark Deutschland of any other financial accommodation or the withdrawal or restriction by a Beneficiary of any financial accommodation, or the absence of any notice to the Parent Company of any such granting, withdrawal or restriction; or (J) any arrangement or compromise entered into by a Beneficiary with the Company or FirstMark Deutschland or any other person; or (K) any other thing done or omitted or neglected to be done by any Beneficiary or any other person or any other dealing, fact, matter or thing (including, but without limitation, any circumstances whatsoever affecting or preventing recovery of amounts under any Transaction Document) which, but for this provision, might operate to exonerate or discharge the Parent Company from, or otherwise prejudice or affect, any of the Parent Company's obligations under this Agreements, in each case, unless and until the Company's obligations under the Facility Documents have been satisfied in full. 12 8. PAYMENTS 8.1 CURRENCY OF ACCOUNT The Euro is the currency of account and payment for each and every sum at any time due from the Parent Company under this Agreement to the Company. 8.2 CURRENCY INDEMNITY If any sum due from the Parent Company under this Agreement or any order or judgement given or made in relation to this Agreement has to be converted from the currency (the "FIRST CURRENCY") in which it is payable under this Agreement or under the order or judgement into another currency (the "SECOND CURRENCY") for the purpose of: (A) making or filing a claim or proof against the Parent Company; (B) obtaining an order or judgement in any court or other tribunal; or (C) enforcing any order or judgement, the Parent Company shall indemnify and hold harmless each of the persons to whom the sum is due from and against any loss suffered or incurred as a result of any discrepancy between (i) the rate of exchange used for the purpose of converting the sum in question from the first currency into the second currency, and (ii) the rate or rates of exchange at which a person may in the ordinary course of business purchase the first currency with the second currency on receipt of a sum paid to it in satisfaction, in whole or in part, of any order, judgment, claim or proof. 8.3 PAYMENTS TO THE COMPANY The Parent Company shall make any amounts payable tothe Company under or in connection with this Agreement TO SUCH ACCOUNT AS MAY BE SPECIFIED BY THE COMPANY. 8.4 NO SET-OFF All payments required to be made by the Parent Company under this Agreement to the Company shall be calculated without reference to any set-off or counterclaim and shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim. 9. MISCELLANEOUS 9.1 ADDRESSES OF OBLIGATIONS; PAYMENTS TO SECURITY AGENT Unless stated otherwise, all obligations, agreements, representations and warranties made by the Parent Company and the Company in this Agreement are made to the 13 Security Agent for and on behalf of the Lenders. Notices by the Parent Company and the Company to the Lenders in connection with this Agreement shall be addressed to the Security Agent. 9.2 RELEASES The Company shall not enter into any release, settlement, discharge or arrangement with the Parent Company related to the Parent Company's obligations under this Agreement except as directed and approved by the Security Agent. Any release, settlement, discharge or arrangement between the Security Agent and the Parent Company and any other party to this Agreement (a "RELEASE") shall be subject to the condition that if any payment or satisfaction made or guarantee given in relation to the Parent Company's obligations under this Agreement by the Parent Company or any other person (a "RELEVANT TRANSACTION") shall be avoided, reduced or invalidated by virtue of any applicable law or for any other reason whatsoever, then such Release shall be void and of no effect, and each other party to the Release may recover immediately the value or amount, or (as the case may be) the reduction in value or amount, thereof from the Parent Company as if such Release had not occurred. 9.3 TAX GROSS-UP The Parent Company shall procure that all payments (including, for the avoidance of doubt, cash equity contributions) to be made by it under or pursuant to this Agreement shall be made free and clear of and without deduction for or on account of tax imposed by the Grand-Duchy of Luxembourg or any other jurisdiction through which payments under this Agreement are to be made unless the Parent Company is required to make the payment subject to the deduction or withholding of tax, in which case the sum payable by the Parent Company in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of the required deduction or withholding, the Company receives and retains (free from any liability in respect of any deduction or withholding) a net sum equal to the sum which it would have received and retained had no deduction or withholding been made or required to be made. 9.7. NOTICES (A) Communications in Writing Each communication to be made under this Agreement shall be made in writing and, unless otherwise stated, shall be made by fax, telex or letter. (B) Delivery Any communication or document to be made or delivered by one person to another pursuant to this Agreement shall (unless that other person has by 15 14 days' written notice to the Security Agent specified another address) be made or delivered to that other person at the address identified with its signature below. (C) English Language Each communication and document made or delivered by one party to another pursuant to this Agreement shall be in the English language or accompanied by a translation into English certified (by an officer of the person making or delivering the same) as being a true and accurate translation. 9.4 FURTHER ASSURANCE The Parent Company agrees to do or cause to be done all such further acts, documents and assurances which the Company or the Security Agent may reasonably require in order to give effect to the intent and purposes of this Agreement. 9.5 COUNTERPARTS This agreement may be executed in any number of counterparts but shall not be effective until each party hereto has executed at least one counterpart. Such counterpart shall constitute an original of this Agreement but all the counterparts shall together contribute but one and the same instrument. 9.6 REMEDIES AND WAIVERS AND PARTIAL INVALIDITY (A) No failure to exercise, nor any delay in exercising, on the part of the Company or any Beneficiary, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies provided under this Agreement are cumulative and not exclusive of any rights or remedies provided by law. (B) If, at any time, any provision of this Agreement becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of the provisions under the law of any other jurisdiction shall in any way be affected or impaired as a result. 9.7 ASSIGNMENTS (A) This agreement shall be binding on, and enure to the benefit of, each party to it and its or any subsequent successors, transferees and assigns. (B) Neither the Parent Company nor the Company shall be entitled to assign or transfer any of its rights, benefits or obligations under this Agreement without the prior written consent of the Security Agent. 15 (C) The Parent Company consents to the assignment of the Company's rights under this Agreement to the Security Agent. 9.8 LAW AND LANGUAGE (A) The agreement shall be governed by, and shall be construed in accordance with, English law. (B) The ruling and operative language of the agreement will be the English language. In the case of any inconsistency between the English language version of this Agreement and any German translation of this Agreement, the English language shall prevail. 10. JURISDICTION 10.1 ENGLISH COURTS Each of the parties to the agreement irrevocably agrees for the benefit of the Security Agent and the Lenders that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement (respectively "PROCEEDINGS" and "DISPUTES") and, for those purposes, irrevocably submits to the jurisdiction of the courts of England. 10.2 APPROPRIATE FORUM The Parent Company irrevocably waives any objection which it might have at any time to the courts referred to in Clause 10.1 being nominated as the forum to hear and determine any Proceedings and to settle any Disputes and agrees not to claim that any such court is not a convenient or appropriate forum. 10.3 SERVICE OF PROCESS The Parent Company agrees that the process by which any Proceedings are begun may be served on it by being delivered in connection with any Proceedings in England, to FirstMark Communications Europe S.A. at 4th Floor, 1 James Street, London W1M 5HY. If the appointment in this Clause 10.3 ceases to be effective in respect of the Parent Company, the Parent Company shall immediately appoint a further person in England to accept service of process on its behalf in England and, failing appointment within 15 days, the Security Agent shall be entitled to appoint any person for that purpose by notice to the Parent Company. Nothing contained in this Clause 10 shall affect the right to serve process in any other manner permitted by law. 10.4 NON-EXCLUSIVE SUBMISSIONS The submission to the jurisdiction of the courts referred to in Clause 10.1 shall not (and shall not be construed so as to) limit the right of any party to take Proceedings against any other party in any other court of competent jurisdiction nor shall the taking of 16 Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. 10.5 WAIVER OF IMMUNITY To the extent that the Parent Company may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any jurisdiction immunity there may be attributed to itself or its assets (whether or not claimed), the Parent Company irrevocably agrees not to claim and irrevocably waives the immunity to the full extent permitted by the laws of the relevant jurisdiction. 11. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 The parties to this Agreement do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Agreement. IN WITNESS of which this document has been executed as an agreement on the date which first appears on page 1 above. THE COMPANY FIRSTMARK COMMUNICATIONS DEUTSCHLAND HOLDINGS GmbH BY: Gunther-Wagner-Allee 13, D-30177, Hanover Telephone: (+49) 511 8797 7150 Facsimile: (+49) 511 8797 7509 Attention: Peter Schlichter 17 THE PARENT COMPANY FIRSTMARK COMMUNICATIONS EUROPE S.A. BY: 1, James Street, London W1M 5HY Telephone: (+44) 20 7529 5024 Facsimile: (+44) 20 7529 5022 Attention: Alison Dolan AGENT DEUTSCHE BANK LUXEMBOURG S.A. BY: 2, Boulevard Konrad Adenauer L-1115 Luxembourg Telephone: (+352) 42122 296 Facsimile: (+352) 42122 287 Attention: Gerd Meyer SECURITY AGENT DEUTSCHE BANK LUXEMBOURG S.A. BY: 2, Boulevard Konrad Adenauer L-1115 Luxembourg Telephone: (+352) 42122 296 Facsimile: (+352) 42122 287 Attention: Gerd Meyer 18 SIEMENS SIEMENS AG BY: Siemens AG SFS PEF 1 CRM Hofmannstr. 51 D-81359 Munchen Telephone: (+49) 89 722 44 939 Facsimile: (+49) 89 722 41 225 Attention: Mr. Martinus Hartman 19 SCHEDULE PART 1: AUTHORISED AND ISSUED SHARE CAPITAL OF THE PARENT COMPANY All shares in the Parent Company have a nominal value of $1.50. The table below shows the names of the shareholders of the Parent Company and of certain individuals each of whom has subscription rights in the Parent Company, together in each case with a note of the shares in the Parent Company (a) held by them; and (b) in relation to which each such person has subscription rights.
- ----------------------------------------------------------------------------------------------- MEMBERS SHARES HELD BY MEMBER SHARES IN RELATION TO WHICH THE MEMBER HAS SUBSCRIPTION RIGHTS - ----------------------------------------------------------------------------------------------- FirstMark Communications 90,466 shares of Common None International LLC Stock - ----------------------------------------------------------------------------------------------- FirstMark Communications 1 share of Common Stock None International II LLC - ----------------------------------------------------------------------------------------------- FirstMark Fiber Holdings LLC 9,937 shares of Series C None Convertible Preferred - ----------------------------------------------------------------------------------------------- World Online 10,015 shares of Series A None Convertible Preferred; 253 shares of Series B Convertible Preferred; 1,106 shares of Series C Convertible Preferred - ----------------------------------------------------------------------------------------------- Merchant Capital 2,272 shares of Series B None Convertible Preferred - ----------------------------------------------------------------------------------------------- ABN AMRO Ventures BV 1,581 shares of Series E None Convertible Preferred - ----------------------------------------------------------------------------------------------- Current Private Round 120,000 shares of Series F None Investors including Siemens Convertible Preferred and Series F2 Convertible Preferred - ----------------------------------------------------------------------------------------------- Beneficiaries of Stock Option 1,136 shares of common stock 17,567 options to purchase Plan of the Parent Company common stock - -----------------------------------------------------------------------------------------------
NB: The Management of LambdaNet GmbH currently holds 13.350% of LambdaNet equity. It is agreed that this share holding will convert into 4,805 shares of FirstMark Communications in October 2000. This transaction is pending final documentation. 20 PART 2: NAMES OF THE CURRENT MEMBERS OF THE BOARD OF DIRECTORS OF THE PARENT COMPANY The following persons will comprise the Board of Directors of FirstMark Communications Europe S.A. as of the Initial Closing Date of the current Series F preferred equity round: 1. Victor Bischoff 2. Juan-Luis Cebrian 3. Lynn Forester 4. Edward A. Gilhuly 5. Alan Goldberg 6. Francois Jaclot 7. David C. Lee 8. Hughes Lepic 9. Michael J. Price 10. Sir Evelyn de Rothschild 11. Timothy A. Samples 12. Lawrence B. Sorrel 13. Helmut Werner EX-10.8 6 ex-10_8.txt EXHIBIT 10.8 Exhibit 10.8 ABN-AMRO BANK ABN AMRO BANK, N.V., SUCURSAL EN ESPANA, with address in Madrid, calle Ortega y Gasset, 29, holder of Fiscal Identification Code number A-0031021-I, represented herein by Mr MARK WOLTHUIS, bearer of Foreigner Identification Number X-2388096-Y and Mr ANDRES NUNEZ-LAGOS, bearer of Spanish Identity Document number 50837421, in their capacity of attorneys therefor, with sufficient powers to enter into binding obligations herein: GUARANTEES With express waiver of the benefits of EXCUSSIO, order and division, through this document and as broadly as necessary by law, the company FIRSTMARK COMUNICACIONES ESPANA, S.L., holder of Fiscal Identification Code number B61912069 and with address in Madrid, Paseo de la Castellana 110, against the Banking Syndicate formed by CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ (CAJA SAN FERNANDO), MONTE DE PIEDAD Y CAJA DE AHORROS DE HUELVA Y SEVILLA (EL MONTE), CAJA DE AHORROS DE SLAMANCA Y SORIA (CAJA DUERO), CAJA DE AHORROS Y MONTE DE PIEDAD DE ZARAGOZA ARAGON Y LA RIOJA (IBERCAJA), CAJA DE AHORROS DEL MEDITERRANEO (CAM), CAJA DE AHORROS Y MONTE DE PIEDAD DE BALEARES (SA NOSTRA), MONTES DE PIEDAD Y CAJA DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y ANTEQUERA (UNICAJA) AND SOCIEDAD ESPANOLA DE BANCA DE NEGOCIOS, S.A. (EBN BANCO), for up to 10,717,525,000 PESETAS, as a guarantee for the precise fulfilment of each and every one of the obligations undertaken by FIRSTMARK COMUNICACIONES ESPANA, S.L. deriving from the COUNTER-GUARANTEE AND DEPOSIT AGREEMENT ("the Counter-guarantee") entered into between the Guaranteed Party and the aforementioned banking syndicate, the object of which is the issue by said credit entities of FIFTY-ONE (51) guarantees to the Ministry for Development ("MINISTERIO DE FOMENTO") for THIRTY THOUSAND SIX HUNDRED AND TWENTY-ONE MILLION FIVE HUNDRED THOUSAND PESETAS (30,621,500,000 Pesetas), in order to guarantee the obligations assumed by the Guaranteed Party in relation to the award of one of the licences referred to in the public tender announced by two Orders dated 7 October 1999 (BOE number 242, of 9) regarding the adjudication of three type C2 individual licences for the establishment and exploitation of public fixed radio access networks in the 3.4 to 3.6 Ghz band. The terms set forth in this document have the same meaning as in the Counter-guarantee. By virtue of the above, the Bank ABN AMRO BANK, N.V. Sucursal en Espana, undertakes to pay SOCIEDAD ESPANOLA DE BANCA DE NEGOCIOS, S.A., in its capacity as Agent, any amount requested up to the total of this guarantee, upon the presentation of a simple written request notifying the breach having taken place, the amount claimed, accreditation that the Beneficiary has been paid including indication that said amount does not exceed 35.00% of the amount paid to the Beneficiary. A claim cannot be made to the Bank for the debt corresponding to any or various Guarantors (1). The Bank undertakes to pay, within the limits set forth above, any amount claimed by the Agent, as the result of the total, partial, single or successive execution of this guarantee, no excuse being admissible, including the opposition of the Guaranteed Party and the accreditation that the amount claimed does not correspond to the indicated Guarantors. The payment of any amount due by the Bank under this guarantee must be made in the non-extendable term of five working days as from the date it is requested to do so. Payment shall be made by way of a OMF system bank transfer to SOCIEDAD ESPANOLA DE BANCA DE NEGOCIOS, S.A. (Bank of Spain Code 0211) The guarantee herein is irrevocable and will expire to all effects and purposes as soon as it is returned to ABN AMRO BANK N.V. Sucursal en Espana. This guarantee has been recorded on this date in the Special Guarantee Register under number 321/0001 Madrid, 7 April 2000 ABN AMRO BANK, N.V. Sucursal en Espana Madrid By proxy (1) Inmobiliarias Aztlan S.A. de C.V. (Aztlan), Promotora de Informaciones, S.A., Informatica El Corte Ingles, S.A., Omega Capital, S.L., Fonsagrada, S.L., Caja Duero, Ibercaja, Caja San Fernando, El Monte, Diario de Burgos, S.A. or those succeeding them in their legal position. -2- EX-10.9 7 ex-10_9.txt EXHIBIT 10.9 Exhibit 10.9 COMMERCIAL CONTRACT DE COUNTERGUARANTEE AND DISCLOSURE OF SURETY BOND In [Madrid], on [7th ] of [April] of two thousand. BETWEEN OF THE FIRST PART AS GUARANTOR ENTITIES: CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ (CAJA SAN FERNANDO) of Spanish nacionality, having its place business in Sevilla, Plaza de San Francisco, 1, with Spanish National Company Tax Number G-41000167. MONTE DE PIEDAD Y CAJA DE AHORROS DE HUELVA Y SEVILLA (EL MONTE), of Spanish nacionality, having its place business in Sevilla, Plaza de Villais, 2, with Spanish National Company Tax Number G-41/402819 CAJA DE AHORROS DE SALAMANCA Y SORIA (CAJA DUERO), having its place business in Salamanca, Plaza de los Bandos, numbers 15-17, with Spanish National Company Tax Number G-37244191 CAJA DE AHORROS Y MONTE DE PIEDAD DE ZARAGOZA ARAGON Y RIOJA (IBERCAJA) of Spanish nationality, having its place of business in Zaragoza at Plaza Basilio Paraiso, 2 with Spanish National Company Tax Number G-50-000.652 SOCIEDAD ESPANOLA DE BANCA DE NEGOCIOS, S.A., (EBN BANK) of Spanish nationality, having its place of business in Madrid, calle de Almagro, 46, with Spanish National Company Tax Number A-28763043 CAJA DE AHORROS DEL MEDITERRANEO (CAM), having its place business in Alicante, calle San Fernando, 40, with Spanish National Company Tax Number G-03046562 CAJA DE AHORROS Y MONTE DE PIEDAD DE BALEARES, (SA NOSTRA) with Spanish National Company Tax Number G-07-013154, having its place business in Palma de Mallorca, Calle Ramon Llull, numero 2. MONTES DE PIEDAD. Y CAJA DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y ANTEQUERA (UNICAJA), with Spanish National Company Tax Number G-29498086 and having its place business in Malaga, Avenida de Andalucia, numero 10-12. duly represented in this act, (hereinafter known as THE GUARANTOR ENTITIES ) OF THE SECOND PART AS THE GUARANTEED PARTY: COMUNICATIONS SPAIN, S.L. (PRIVATE LIMITED COMPANY), having its place of business in Barcelona, at Avenida Diagonal, 654-B, with Spanish National Company Tax Number B 6192069, duly represented in this act (hereinafter known as THE GUARANTEED PARTY). AND OF THE THIRD PART AS WARRANTORS OF THE GUARANTEED PARTY: FIRSTMARK COMUNICATIONS EUROPE of Luxembourg nacionality, having its place of business in Louxemburg, Rue de Jean Piret, 3, with Identification Code B-65.610 INMOBILIARIA AZTLAN SOCIEDAD ANONIMA DE CAPITAL VARIABLE, of Mexican nationality, having its place of business in FD Mexico, at Parque Via Avenida, 198, Colonia Cauthtemoc PROMOTORA DE INFORMACIONES, S.A., Spanish company, having its place of business in Madrid, at Gran Via 32, with Spanish National Company Tax Number A28/297059 INFORMATICA DEL CORTE INGLES, S.A., of Spanish nacionality, having its place of business in Madrid, Hermosilla, 112, with Spanish National Company Tax Number A-28855260 OMEGA CAPITAL, S.L., of Spanish nacionality, having its place of business in Madrid, Paseo de la Castellana 31, with Spanish National Company Tax Number B-80932445 CAJA DE AHORROS DE SALAMANCA Y SORIA (CAJA DUERO), having its place of business in Salamanca, Plaza de los Bandos, numbers 15-17, with Spanish National Company Tax Number G-37244191 CAJA DE AHORROS Y MONTE DE PIEDAD DE ZARAGOZA ARAGON Y RIOJA (IBERCAJA), of Spanish nationality, having its place of business in Zaragoza, Plaza Basilio Paraiso, 2, with Spanish National Company Tax Number G-50-000.652. CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ (CAJA SAN FERNANDO) of Spanish nationality, having its place of business in Seville, Plaza de San Francisco, 1, with Spanish National Company Tax Number G-41000167 MONTE DE PIEDAD Y CAJA DE AHORROS DE HUELVA Y SEVILLA (EL MONTE), of Spanish nationality, having its place of business in Seville, at Plaza de Villais, 2, with Spanish National Company Tax Number G-41/402819 DIARIO DE BURGOS, S.A. Spanish company, having its place of business in Burgos, at calle de San Pedro de Cardena,34, with Spanish National Company Tax Number A-09002387. duly represented in this act,(hereinafter known as THE WARRANTORS OR THE WARRANTING ENTITIES) AND OF THE FOURTH PART FONSAGRADA. S.L. appearing for the sole purposes which shall be stated, of Spanish nacionality, having its place of business in Madrid, Paseo de la Castellana, 31, with Spanish National Company Tax Number B-79314191. All such entities represented by the persons signing at the end of this contract, hold that they have sufficient powers and faculties to bind their representatives to the terms of this contract. DECLARE I.- That the GUARANTEED PARTY has been awarded one of the licences which were referred to in the public auction held following two state Orders of the 7th of October 1999 (BOE - Spanish Official State Gazette number 242, of 9). This concerned the awarding of three licences of the C2 class for the establishment and use of fixed public networks of radio access in the waveband 3.4 to 3.6 Ghz. -2- That the awarding of said individual licence is governed by the document of particular administrative clauses and technical provisions approved by the aforesaid Orders of the Spanish Ministry of Public Works. II.- That, by virtue of the terms of the 9th (final) Administrative Clause of the Document of Particular Administrative Clauses and Technical Prescriptions of Public Invitations to Tender FIRSTMARK COMUNICACIONES ESPANA, S.L. has tendered the constitution of FIFTY ONE (51) endorsements (hereinafter known as the ENDORSEMENTS) to correspond to the obligations that are contained in the tender that were submitted in the invitation to tender alluded to in the previous Expositive. III. - That the GUARANTEED PARTY has requested from the GUARANTOR ENTITIES the concession of FIFTY ONE (51) endorsements, for their delivery and deposit in the Caja General de Depositos of the Spanish Ministry of Public Works, for up to the time, limit and other conditions that shall be stated, by which the GUARANTOR ENTITIES secure the GUARANTEED PARTY before the Spanish Ministry of Public Works, (hereinafter known as the BENEFICIARY) to the total sum of THIRTY THOUSAND,SIX HUNDRED AND TWENTY ONE MILLION FIVE HUNDRED THOUSAND PESETAS (30,621,500,000.-ptas), equivalent to184,038,921.54 euros, for the purpose of corresponding to the obligations that are set out in each one of the ENDORSEMENTS that are the object of this contract, and a copy of which is incorporated as an appendix hereto. IV.- That the GUARANTOR ENTITIES have agreed with the GUARANTEED PARTY to the provision of the guarantees requested, along with the formalization of the counterguarantee and disclosure of a surety bond in order to regulate the relationships deriving from the provision of the ENDORSEMENTS. This is in addition to the relationships that arise from the granting of said ENDORSEMENTS and to guarantee the risks deriving from the provision thereof to the GUARANTOR ENTITIES. V.- That the GUARANTOR ENTITIES, with the aim of normalizing the relationship that derives between them as endorsing parties of the GUARANTEED PARTY with respect to BENEFICIARY, have agreed to the establishing of a guarantor syndicate which has been appointed as the AGENT ENTITY to EBN BANCO (hereinafter known as the AGENT ENTITY), and that for this reason it appears in this contract in its double capacity as both GUARANTOR ENTITY and as AGENT ENTITY of the the guarantor syndicate. VI.- That, with the intention that the obligations of the GUARANTEED PARTY with respect to GUARANTOR ENTITIES, deriving from the provision by the latter of the ENDORSEMENTS referred to in favour of the BENEFICIARY, be sufficiently guaranteed, the GUARANTEED PARTY has offered the GUARANTOR ENTITIES, and the latter have accepted, the provision of surety bonds by the WARRANTORS, in the terms that are set out under this contract. VII.- These being the facts, and desiring that the parties represented herein set the terms, conditions and guarantees of the transaction, it has been agreed to formalize this COMMERCIAL CONTRACT OF COUNTERGUARANTEE AND DISCLOSURE OF SURETY BOND, in accordance with the following CLAUSES FIRST.- FORMATION OF THE GUARANTOR SYNDICATE. CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ (CAJA SAN FERNANDO); MONTE DE PIEDAD Y CAJA DE AHORROS DE HUELVA Y SEVILLA (EL MONTE); CAJA DE AHORROS DE SALAMANCA Y SORIA (CAJA DUERO); CAJA DE AHORROS Y MONTE DE PIEDAD DE ZARAGOZA, ARAGON Y RIOJA (IBERCAJA); CAJA DE AHORROS DEL MEDITERRANEO (CAM); CAJA DE AHORROS Y MONTE DE PIEDAD DE BALEARES (SA NOSTRA); MONTES DE PIEDAD Y CAJA DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y ANTEQUERA (UNICAJA) AND SOCIEDAD ESPANOLA DE BANCA DE NEGOCIOS, S.A. (EBN BANCO) constitute a guarantor syndicate with the aim of covering the surety requested by the GUARANTEED PARTY, for the sum of THIRTY THOUSAND SIX HUNDRED AND TWENTY ONE MILLION FIVE HUNDRED THOUSAND PESETAS -3- (30.621.500.000.-ptas.), equivalent to [184,038,921.54].-euros, in order to meet the commitments and obligations that are referred to in Expositives II and III of this contract. The individual participation of each one of the GUARANTOR ENTITIES in the total sum of the ENDORSEMENTS are set at the amount which is detailed below.
GUARANTOR ENTITY PARTICIPACION % CAJA DUERO 6.000.000.000.-ptas. 19,594% CAJA SAN FERNANDO 6.000.000.000.-ptas. 19,594% EL MONTE 4.000.000.000.-ptas. 13,063% IBERCAJA 4.000.000.000.-ptas. 13,063% EBN BANCO 3.621.500.000.-ptas. 11,827% CAM 3.000.000.000.-ptas. 9,797% SA NOSTRA 2.000.000.000.-ptas. 6,531% UNICAJA 2.000.000.000.-ptas 6,531%
The rights and obligations which each GUARANTOR ENTITY takes on are of a several nature, the rights and obligations that derive from the formalization of this contract being wholly independent of each other, except where the contrary is expressly stated. The surety bonds which are the object of this contract are implemented by means of the issuing, in a several form, on the part of the GUARANTOR ENTITIES of the 51 syndicated ENDORSEMENTS to which reference has been made in the expositive part herein. The participation of each GUARANTOR ENTITY in each one of the ENDORSEMENTS will be adjusted to its participation in the Guarantor Syndicate. In the event that any of the GUARANTOR ENTITIES, in spite of the commitments that are contracted under this contract, have the necessity of having a warranty for breach of the obligations of the GUARANTEED PARTY, and not placing at the disposition of the AGENT ENTITY the funds promised in accordance with this contract, this shall not affect the other GUARANTOR ENTITIES. The latter shall only be bound to place at the disposal of the AGENT ENTITIES the funds that are within the limits of their liability, that correspond to them according to their participation in the ENDORSEMENTS, without, as a result, they are bound to assume the part corresponding to the GUARANTOR ENTITY that breaches the contract and even though said part may fall within the maximum liability of the other GUARANTOR ENTITIES. The foregoing shall be understood to be without prejudice to the claims arising against the breaching party that may be encumbered upon the GUARANTEED PARTY. Any of the GUARANTOR ENTITIES shall be entitled to undertake actions of an extrajudicial nature which may be conducive to the maintenance of their own rights and those of the other GUARANTOR ENTITIES. Notwithstanding this, a GUARANTOR ENTITY shall only be entitled to exercise its own rights judicially, subject to the terms of this contract. SECOND.- AGENCY. -4- 1. The AGENT ENTITY in this syndicate, by agreement with the GUARANTOR ENTITIES, shall be EBN BANCO. Without detracting in any way from the independent nature of the obligations of the GUARANTOR ENTITIES under this contract, it is expressly stipulated that, as regards the development and operation thereof, the AGENT ENTITY acts, not only for itself, but also as a special agent of an irrevocable nature of the GUARANTOR ENTITIES. The payments of any nature deriving under this contract shall be specifically made by the GUARANTEED PARTY to the AGENT ENTITY. These shall take full and free effect on the GUARANTEED PARTY and/or its WARRANTORS, as if they had been received in the corresponding ratio by the GUARANTOR ENTITIES. In accordance with the terms of the second paragraph of section 1170 of the Spanish Civil Code; in the event of a cheque forwarded in payment to the AGENT ENTITY not being capable of being met, then said act shall not have the effect of payment. Nor, consequently, shall it free those parties from their obligation, nor give the AGENT ENTITY, when it makes the payments in favour of the GUARANTOR ENTITIES, the corresponding right of action against them. In the same manner, and while it is not expressly stated to the contrary, whatever notification made or received by the AGENT ENTITY, shall have the same effect as if it had been drawn up or made by all of the GUARANTOR ENTITIES. 2. All the payments whether they be of principal, interest, commissions and other concepts made by the GUARANTEED PARTY and/or its WARRANTORS, deriving under this contract, shall be distributed by the AGENT ENTITY among the GUARANTOR ENTITIES in such a manner that, at all times, they shall all be paid in proportions which are identical to their participation in the ENDORSEMENTS. The possible rights of the GUARANTOR ENTITIES to obtain payments from the GUARANTEED PARTY and/or its WARRANTORS based on causes and obligations that are different from those contained in this contract, shall not be affected by the terms herein. 3. The powers of representation that the GUARANTOR ENTITIES grant to the AGENT ENTITY, shall be understood to be limited to those actions and steps that, as specifically foreseen under this contract, shall be necessary for the performance and effectiveness of the same. Under no circumstances shall the AGENT ENTITY hold a fiduciary capacity with respect to the GUARANTOR ENTITIES, of the GUARANTEED PARTY or any other persons, its duties and obligations being limited to those expressly set forth in this contract, in accordance with these principles, and in a declarative manner: a) The AGENT ENTITY shall not be liable to the GUARANTOR ENTITIES, by reason of providing the ENDORSEMENTS, for the performance, validation or exiguity of this contract or whatever other complementary document, or the veracity or certainty of the declarations contained herein or in the communications that it receives, nor as regards the feasibility of compliance with its obligations by the GUARANTEED PARTY or its WARRANTORS. -5- b) The duty to provide information by the AGENT ENTITY shall be understood to be limited to those communications as shall be necessary for the normal compliance with, and undertaking of, the contract, or its exiguity in the event of breach. The AGENT ENTITY shall not be bound to verify the veracity of, or compliance with, the commitments assumed by the GUARANTEED PARTY and its WARRANTORS. Neither shall it be bound to investigate the existence of the possible causes of breach or the weakening of the condition of solvency of the GUARANTEED PARTY or its WARRANTORS. c) In performing its representative powers, the AGENT ENTITY shall not contract any liability should the instructions that are received be adjusted. In the absence of such instructions and in an emergency case, it shall act at its own prudent discretion, in accordance with banking norms, without any prejudice to that which is expressly set out under this contract. d) In complying with its other tasks and duties set forth in this contract, the AGENT ENTITY shall have no liability of a serious nature, other than that which may derive thereunder, without prejudice to the liability for any agreement that may have been concluded between the GUARANTEED PARTY and the AGENT ENTITY. e) The employees and representatives of the AGENT ENTITY, whatever their status and capacity may be, shall not incur any personal liability with respect to the other GUARANTOR ENTITIES as a result of its professional performance as it relates to this transaction. f) Each one of the GUARANTOR ENTITIES declares to the AGENT ENTITY that, as regards this contract, it has made its own independent investigation and evaluation of the financial situation and the business of the GUARANTEED PARTY and of the WARRANTORS. 4. The GUARANTOR ENTITIES undertake to repay the AGENT ENTITY, in proportion to their participation in the ENDORSEMENTS, all the ordinary and extraordinary expenses caused to the AGENT ENTITY and justified by the latter in the performance of its work and always provided that the same are not paid by the GUARANTEED PARTY. 5. Regardless of this contract, the AGENT ENTITY shall be entitled to accept deposits, lend money and, in general, in the same manner as the other GUARANTOR ENTITIES, carry out all classes of banking transactions with the GUARANTEED PARTY. 6. The AGENT ENTITY shall be entitled to waive said post by means of written notification to the other GUARANTOR ENTITIES and the GUARANTEED PARTY. In such a case, they shall have the right to appoint, from among themselves, a new AGENT ENTITY, by means of majority agreement, taking into consideration the effect on the participation of each of them in the ENDORSEMENTS, without prejudice to whatever agreement that may have been reached between the GUARANTEED PARTY and the AGENT ENTITY. -6- In the event of no replacement having been appointed by the GUARANTOR ENTITIES within two months of the notification, or the designated party not having accepted the appointment, the AGENT ENTITY shall be entitled to make the appointment itself, from among the GUARANTOR ENTITIES. The waiver of the foregoing and a new appointment shall take effect from the date of acceptance of the new AGENT ENTITY, and shall be notified to the GUARANTEED PARTY. The new AGENT ENTITY shall be vested with the same rights, powers, obligations and duties as the outgoing AGENT ENTITY, in accordance with the terms of this contract, including the obligations that may be contained in an agreement reached between the GUARANTEED PARTY and the AGENT ENTITY. Under no circumstances shall the waiver by the AGENT ENTITY nor the appointment of a new one imply the assumption of new obligations, nor increased costs for the GUARANTEED PARTY, that are not expressly assumed by virtue of this contract or an agreement reached between the latter and the outgoing AGENT ENTITY. The replacement of EBN BANCO as AGENT ENTITY, except in the event that it takes place at the request of said Entity, shall only take effect from the time at which, the previous requirements having been met, the ENDORSEMENTS made by the latter are substituted for others made by the Entity that replaces it, or in the case of it being accepted by the BENEFICIARY, severally made by the GUARANTOR ENTITIES. THIRD.- PURPOSE AND CONDITIONS OF THE ENDORSEMENTS TO BE MADE.- CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ (CAJA SAN FERNANDO); MONTE DE PIEDAD Y CAJA DE AHORROS DE HUELVA Y SEVILLA (EL MONTE); CAJA DE AHORROS DE SALAMANCA Y SORIA (CAJA DUERO); CAJA DE AHORROS Y MONTE DE PIEDAD DE ZARAGOZA, ARAGON Y RIOJA (IBERCAJA); CAJA DE AHORROS DEL MEDITERRANEO (CAM); CAJA DE AHORROS Y MONTE DE PIEDAD DE BALEARES (SA NOSTRA); MONTES DE PIEDAD Y CAJA DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y ANTEQUERA (UNICAJA) AND SOCIEDAD ESPANOLA DE BANCA DE NEGOCIOS, S.A. (EBN BANCO) expressly agree with the GUARANTEED PARTY, in the same act, to the formalization of a line of syndicated endorsements up to an overall limit established under this Clause, under the protection provided by the GUARANTOR ENTITIES, and to the ENDORSEMENTS in favour of the GUARANTEED PARTY before the Spanish Public Works Ministry, a copy of which is included in this contract, without prejudice to the fact that they still may not have been deposited in the Caja General de Depositos. The GUARANTEED PARTY and the WARRANTORS state their agreement with the terms of the ENDORSEMENTS . The ENDORSEMENTS made have been recorded in the Special Registry of ENDORSEMENTS of the AGENT ENTITY in the numbers that are indicated that run consecutively from 2,100,883 to 2,100,933 inclusive. -7- The ENDORSEMENTS are granted to an overall maximum of THIRTY THOUSAND SIX HUNDRED AND TWENTY ONE MILLION FIVE HUNDRED THOUSAND PESETAS (30.621.500.000.-ptas.), equivalent to 184,038,921.54.-euros. Each one is for an individual amount, of temporary validity, and for the purpose and the other conditions that are established in the respective ENDORSEMENT documents. These shall be cancelled, following a request from the AGENT ENTITY, by a resolution issued for such purposes by the BENEFICIARY. The overall maximum limit that the GUARANTOR ENTITIES grant to the GUARANTEED PARTY, set out in the previous paragraph, are of a non rotative nature, that is to say, that they will be reduced in accordance with the cancellation of the ENDORSEMENTS granted, and shall be considered to be fully terminated once the cancellation of all of them has taken place. The GUARANTEED PARTY shall be entitled to fully or partially cancel the transaction at any time, provided that it delivers the vouchers of full or partial cancellation of the ENDORSEMENTS issued by the Caja General de Depositos to the AGENT ENTITY, with the verification that the said ENDORSEMENTS have been fully or partially cancelled. FOURTH.- GUARANTEE AND LIABILITY OF THE WARRANTORS.- The WARRANTORS and for the purposes and under the conditions that shall be stated, the company FONSAGRADA S.L jointly guarantee to CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ (CAJA SAN FERNANDO); MONTE DE PIEDAD Y CAJA DE AHORROS DE HUELVA Y SEVILLA (EL MONTE); CAJA DE AHORROS DE SALAMANCA Y SORIA (CAJA DUERO); CAJA DE AHORROS Y MONTE DE PIEDAD DE ZARAGOZA, ARAGON Y RIOJA (IBERCAJA); CAJA DE AHORROS DEL MEDITERRANEO (CAM); CAJA DE AHORROS Y MONTE DE PIEDAD DE BALEARES (SA NOSTRA); MONTES DE PIEDAD Y CAJA DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y ANTEQUERA (UNICAJA) AND SOCIEDAD ESPANOLA DE BANCA DE NEGOCIOS, S.A. (EBN BANCO), and severally among themselves to the GUARANTEED PARTY, in an unconditional and irrevocable manner , all the obligations contained under this contract under the same terms and conditions and time periods agreed therein, even when its liability does not appear to be expressly stated in any of the provisions of this document. The WARRANTORS expressly waive the benefits of exclusion, before the GUARANTOR ENTITIES, and by the order regulated in section 1830 and subsequent ones of the Spanish Civil Code, they also waive the right to oppose that goes contrary to the interests of GUARANTEED PARTY by virtue of this contract. By virtue of said guarantee, without prejudice to what is established hereafter, each one of the WARRANTORS shall be jointly responsible to the GUARANTOR ENTITIES for the breach of the GUARANTEED PARTY in the percentage, and for the maximum amount that is set out below:
WARRANTORS PERCENTAGE AMOUNT FIRSTMARK COMUNICATIONS EUROPE 35.00% 10,717,525,000 pta INMOBILARIA AZTLAN SOCIEDAD DE CAPITAL VARIABLE (AZTLAN) 17.50% 5,358,762,500 pta PROMOTORA DE INFORMACIONES, S.A. 17.50% 5,358,762,500 pta
-8- INFORMATICA DEL CORTE INGLES, S.A. 12.02% 3,680,704,300 pta OMEGA CAPITAL, S.L. AND FONSAGRADA S.L. (1) 5.00% 1,531,075,000 pta CAJA DUERO 3.99% 1,221,797,850 pta IBERCAJA 2.50% 765,537,500 pta CAJA SAN FERNANDO 2.50% 765,537,500 pta EL MONTE 2.50% 765,537,500 pta DIARIO DE BURGOS, S.A. 1.49% 456,260,350 pta TOTAL: 100.00% 30,621,500,000 pta
(1) in the terms described hereafter Notwithstanding the foregoing, the WARRANTOR: FIRSTMARK COMUNICATIONS EUROPE, implements its guarantee by means of the banking endorsement, a copy of which is included as an appendix to this contract. This is delivered up in this act to the AGENT ENTITY, that receives it in satisfaction of all the GUARANTOR ENTITIES,. Their liability to the GUARANTOR ENTITIES is limited to the authority and validity of said endorsement, but not to the solvency of the banking entity that issues the same. Consequently, the GUARANTOR ENTITIES, in the event of breach by GUARANTEED PARTY, shall only be able, in relation to the aforementioned WARRANTOR, to undertake the performance of that endorsement contributed by them, without this giving rise to any claim against their estate. For its part, the WARRANTOR AZTLAN, implements its guarantee by means of the constitution of a pledge guarantee, which is constituted along with this act, in favour of the GUARANTOR ENTITIES which accept it, concerning the credit rights inherent in the current account number 0211.0001.72.00840-73, opened in the name of the AGENT ENTITY up to an amount of 5,358,762,500.- PESETAS. Consequently, AZTLAN expressly authorises the AGENT ENTITY to hold the balance of said account, a balance which AZTLAN declares itself to be the legitimate title holder of, having free disposition over the same, stating that it is not encumbered by any other guarantee, charge, retention or any other similar limitation. Neither is there any litigation or claim of any kind in process over it. The transaction proceeds on the understanding that until the complete cancellation of the obligations under this guaranteed pledge, AZTLAN shall not be able to have -9- at its disposal the funds from said account if the balance of the same is left at a level below the amount that is pledged, nor demand its return. If during the course of this pledge there is a breach on the part of the GUARANTEED PARTY, the GUARANTOR PARTIES shall be entitled to substantiate the liability of AZTLAN solely for the performance of said pledge, without in any circumstances being able to address themselves to the rest of its estate. The pledge constituted under this provision shall remain in force as such until the obligations of the GUARANTEED PARTY are completely fulfilled, or said pledge is replaced by a bank aval that covers the liabilities of AZTLAN to the satisfaction of the AGENT ENTITY, in which case, said pledge being terminated. In the event that said pledge is replaced by a bank aval, in the aforesaid terms, the GUARANTOR ENTITIES, in the event of breach by the GUARANTEED PARTY, shall only be entitled, as regards AZTLAN, to continue with the performance of the bank aval supported by it, without under any circumstances being able to address themselves against the estate. The GUARANTOR PARTY shall make their rights effective over the pledge fully or partially constituted herein, and on one or more occasions applying its amount to the payment of the liabilities of the GUARANTEED PARTY, guaranteed in this provision. This shall be the case as soon as any breach occurs on the part of the latter of its obligations relating to the guaranteed transactions, including when any of the causes of disclosure of the surety bond established in this contract concur. The GUARANTOR ENTITIES, in order to set the balance of the pledged debt to be performed, shall verify it exclusively by means of a certificate issued by the AGENT ENTITY and declared in an official public document that, making reference to the accounting therein, shall state the net balance under which the pledge is exercised. As regards the FONSAGRADA, S.L. company; it appears for the purposes of being constituted in the WARRANTY of the GUARANTEED PARTY, jointly with the OMEGA CAPITAL, S.L. company, under the same terms and conditions as the latter. Notice is taken of the fact that OMEGA CAPITAL, S.L. has been represented in this contract by means of a verbal proxy, and as a result, its consent has not been perfectly established. Therefore, the security bond made by the FONSAGRADA, S.L. company and the pledge that is implemented under this shall be fully terminated under law at the same time as this contract is purely and simply ratified, in all its content, terms and conditions by the WARRANTOR OMEGA CAPITAL, S.L., without prejudice to the substantiating of the liability of the latter. For the purposes of OMEGA CAPITAL, S.L. being able to proceed to said ratification, it shall deliver up the authentic copy of this contract that corresponds to it, within 96 hours from the signing of the same, to FONSAGRADA, S.L. so that the parties can irrevocably instruct the public official who appears. The surety bond made by FONSAGRADA, S.L. is implemented by means of the constitution of a pledged guarantee, in favour of the GUARANTOR ENTITIES which accept it, on the inherent credit rights of the current account number 0211.0001.7600401-25, opened in its name in the AGENT ENTITY, up to the amount of 1.531.075.000 PESETAS. -10- Thereby, FONSAGRADA, S.L. expressly authorises the AGENT ENTITY so that during the course of this deposit, it shall hold the balance of said account, up to said amount, a balance that FONSAGRADA, S.L. holds legitimate title to, having free disposition over the same, and holds that it does not have any encumbrance in the form of another guarantee,retention, charge or similar. Nor is their litigation or claims of any class in process over it. The transaction proceeds on the understanding that until the complete cancellation of the obligations under this guaranteed pledge, FONSAGRADA, S.L. shall not be able to have at its disposal the funds from said account if the balance of the same is left at a level below the amount that is pledged, nor demand its return. If during the course of this pledge there is a breach on the part of the GUARANTEED PARTY, the GUARANTOR PARTIES shall be entitled to substantiate the liability of FONSAGRADA, S.L. solely for the performance of said pledge, without in any circumstances being able to address themselves to the rest of the estate of OMEGA CAPITAL, S.L. The pledge constituted under this provision, and the pledge which is thereby implemented shall remain in force as such until the obligations of the GUARANTEED PARTY are completely fulfilled, or is terminated in full with notice by the ratification of this contract by OMEGA CAPITAL, S.L. in accordance with the terms set out beforehand. The GUARANTOR ENTITIES shall make their rights effective over the pledge fully or partially constituted herein, and on one or more occasions applying its amount to the payment of the liabilities of the GUARANTEED PARTY, guaranteed in this provision. This shall be the case as soon as any breach occurs on the part of the latter of its obligations relating to the guaranteed transactions, including when any of the causes of disclosure of the surety bond established in this contract concur. The GUARANTOR ENTITIES, in order to set the balance of the pledged debt to be performed, shall verify it exclusively by means of a certificate issued by the AGENT ENTITY and declared in an official public document that, making reference to the accounting therein, shall state the net balance under which the pledge is exercised. The GUARANTOR ENTITIES are entitled to hold the WARRANTORS, to these guarantees, subject to certain percentage and quantitive limits, as previously established in this clause and the several character of the obligations of the WARRANTORS among themselves, although this shall be in a joint manner with the GUARANTEED PARTY. Given the joint nature of the obligations of the WARRANTORS, under no circumstances shall it be possible to demand, from any of them, at any time, a percentage of the outstanding amount, by virtue of each one of the ENDORSEMENTS issued, that is greater than the percentages expressed beforehand that apply to the same, without any claim arising by the WARRANTOR for the part of the debt that corresponds to any other of them. The WARRANTORS are bound to pay, within the previously mentioned limits, any amount claimed by the GUARANTOR ENTITIES upon presentation of a simple written notification, accompanied by the verification that the payment has been made to the BENEFICIARY under an endorsement, made by the AGENT ENTITY, and communicating the breach that has been made, without any excuse being admissible as any as regards the payment of said amounts. -11- This shall be done in the maximum period of five working days from the receipt of the notification, the interest rates applicable to the balance on the special account being applicable to the amounts claimed during said period, in accordance with what is agreed in the eighth clause . For the purposes of said notification, the GUARANTOR ENTITIES do not have to verify the cause of the breach of the terms of this contract by the GUARANTEED PARTY. The rights of the GUARANTOR ENTITIES under this guarantee shall not be affected in any way by any other obligation or guarantee on the part of the GUARANTOR ENTITIES in favour of the GUARANTEED PARTY or the WARRANTORS, without for such reasons giving rise to compensation from the GUARANTOR ENTITIES, who are expressly and irrevocably empowered to previously perform other guarantees which they may be the beneficiaries of. Without prejudice to the foregoing, the AGENT ENTITY and the GUARANTOR ENTITIES are expressly and irrevocably empowered by each one of the WARRANTORS to compensate any of the amounts claimed under this guarantee against the amounts that may exist in favour of the same, whether they be current, savings or any other types of accounts, that have been opened with the GUARANTOR ENTITIES, or any other sums or credits that the latter shall have to meet, that the WARRANTORS will have established in any office, headquarters or branch office of the GUARANTOR ENTITIES, and, as a result, make the payments, charges and conversions that arise from said compensatory effects. This guarantee shall remain in force and be of full effect while the ENDORSEMENTS are in force and the repayment to the GUARANTOR ENTITIES of the whole of the amounts that correspond to them in concept of the principal, interests, commissions and other expenses under this contract remains due. The cession by any of the GUARANTOR ENTITIES of their position in this contract shall imply the subrogation of the transferee in the position of the transferor in this guarantee, which the WARRANTORS. expressly assent to from hereon, always provided that the cession does not detract from the validity of the endorsement for the BENEFICIARY. FIFTH.- PAYMENT OBLIGATIONS OF THE GUARANTEED PARTY AND DISCLOSURE OF SURETY BOND.- The GUARANTEED PARTY is bound to make the following payments: 1. In terms of commissions, the amounts that accrue according to the thirteenth clause of this contract, and within the agreed time period. 2. In terms of interest, the amounts that accrue, the debt on the special account, which are referred to in the seventh and eighth clauses. 3. In terms of repayment of the principal, all those amounts that the GUARANTOR ENTITIES have made effective in performance of the ENDORSEMENTS granted by the same, in accordance with the conditions established in this contract, in favour of the BENEFICIARY, in the period of two working days counting from the requirement made for such purposes by the AGENT ENTITY. -12- Nevertheless, given the conditions under which the ENDORSEMENTS are made, the GUARANTOR ENTITIES shall be entitled to demand that the GUARANTEED PARTY disclose to them all or any of the ENDORSEMENTS made, provided that some of the following circumstances concur: a) The breach of any of the obligations assumed by the GUARANTEED PARTY or its WARRANTORS in this contract. b) The termination, suspension, expiry, expropriation, voiding or resolution of the award of the individual C2 licence for the establishment and use of fixed public networks of access radio in the waveband of 3.4 to 3.6 Ghz, granted to the GUARANTEED PARTY according to the Order of Spanish Ministry of Public Works of the 8th of March, 2000 (BOE - Spanish Official State Gazette number 60 of 10th of March) c) The falsification of any information or document provided by the GUARANTEED PARTY or its WARRANTORS that has been used as the basis for the concession of the ENDORSEMENTS. d) The request for the declaration of the suspension of payments, removal or waiting or bankruptcy of the GUARANTEED PARTY or any of the WARRANTORS and, in the event of the bankruptcy having been requested by a third party, when the Judge has issued a writ of bankruptcy declaration. e) Should any of the circumstances take place that are foreseen in section 1843 of the Spanish Civil Code. Should any of the aforementioned circumstances occur, the GUARANTEED PARTY shall be bound to disclose the surety bond made to the GUARANTOR ENTITIES, within the period of fifteen working days, counting from the notification of the due requirement that for such purposes is practiced by the AGENT ENTITY. In the case of GUARANTEED PARTY, at the request of the AGENT ENTITY as set out in the previous paragraph, not disclosing the surety bond made to the GUARANTOR ENTITIES , it shall make a cash deposit or the same in shares the covers the amount of the whole of the uncancelled ENDORSEMENTS, It shall furthermore make a pledge in a public document, in favour of the GUARANTOR ENTITIES and in guarantee of the obligations deriving from the ENDORSEMENTS made, said deposit and the credit right deriving under the same. In the event that the GUARANTEED PARTY, as required under the agreement, does not disclose the surety bond made to the GUARANTOR ENTITIES or does not make the deposit referred to in the foregoing paragraph, the WARRANTORS shall be immediately bound to make a deposit on the same conditions that will cover the amount of the ENDORSEMENTS, . It shall also make a ledge in a public document, in favour of the GUARANTOR ENTITIES in guarantee of the obligations deriving from the ENDORSEMENTS, the amount of said deposit and the subsequent credit right arising under the same. SIXTH.- PAYMENT BY THE GUARANTOR ENTITIES.- The GUARANTEED PARTY and the WARRANTORS expressly and irrevocably authorise the GUARANTOR ENTITIES to make effective the amounts that, in performance of the ENDORSEMENTS made, and in accordance with what is agreed under the contract, for which a claim may arise against them by the BENEFICIARY. This shall be up to the total amount of each one of the ENDORSEMENTS, on the first notification that they receive, without the need for prior agreement from the GUARANTEED PARTY nor the WARRANTORS, nor from the requirement of the same, and without the need to consider the origin or otherwise of the claim. -13- In the case in which the GUARANTOR ENTITIES shall have to meet the surety bonds made, by reason of the requirement made by the BENEFICIARY, the AGENT ENTITY shall inform the rest of the GUARANTOR ENTITIES, as soon as it may be required, of the total amount claimed and the part that corresponds to each GUARANTOR ENTITY in accordance with their participation in the ENDORSEMENTS. Each GUARANTOR ENTITY shall place at the disposal of the AGENT ENTITY, before 10:00 a.m. on the date of deadline of the payment, the amount that corresponds to its participation in the ENDORSEMENTS to be assumed, by means of payment under the OMF system (Order of Movement of Funds), Bank of Spain Code 0211. If the AGENT ENTITY, in the belief that the GUARANTOR ENTITIES have made the delivery of the proportional part that they are bound to pay to the BENEFICIARY of the full amount that is claimed, and it transpires that any GUARANTOR ENTITY has not made its contribution, it shall be entitled to demand said amount from the latter on the date of the payment to the BENEFICIARY. From the same time at which the GUARANTOR ENTITIES, directly or by means of the AGENT ENTITY, makes the payment of any of the surety bonds, they shall be entitled to demand from the GUARANTEED PARTY and the latter shall be bound to pay them, the total amount due including the interest and expenses that, as appropriate, may have accrued, and this shall be the case even in the case of such payment has been made without the knowledge or the opposition of the same. SEVENTH- SPECIAL ACCOUNT.- For the purposes of this contract, at the time of its formalization, the AGENT ENTITY shall open a special register account with the GUARANTEED PARTY in which such arrangements as derive from the granting of the ENDORSEMENTS shall be noted. In the "Owing" part of said account , the amounts that the GUARANTEED PARTY has to meet for expenses, commissions, interests and, as appropriate, performance, shall appear, along with the nominal amount made for the ENDORSEMENTS. In the "Done" part of said account will be all those amounts that the GUARANTEED PARTY delivers to the AGENT ENTITY in payment of the previous items. At any time, the amount in said special register account shall indicate the exact sum owed by the GUARANTEED PARTY to the GUARANTOR ENTITIES by reason of the granting of the ENDORSEMENTS. In addition to the special account that the AGENT ENTITY shall hold, each one of the GUARANTOR ENTITIES shall open and maintain in its books a special register account in the name of the GUARANTEED PARTY in which the same payments and charges as made and indicated in the previous paragraph shall be entered, to the account that the AGENT ENTITY holds, but referring exclusively to the participation of each GUARANTOR ENTITY in the ENDORSEMENTS. For the purposes of the terms of section 1435 of the Spanish Civil Procedure Act, or any guidelines that replaces it, the liquidation to determine the debt that can be legally reclaimed will be processed by the AGENT ENTITY, or by the GUARANTOR ENTITY that it is dealing with, by way of the appropriate certification that verifies that GUARANTEED PARTY in the AGENT ENTITY are present, on the day of closure, in the special register account, governed in this clause, of in that of GUARANTOR ENTITY that feature herein.. For these purposes, it will be sufficient to initiate legal proceedings to present this policy and to have the provision of an official public document that the certificate incorporates, issued by the AGENT ENTITY or the GUARANTOR ENTITY that feature herein, showing the amount that is the responsibility of the GUARANTEED PARTY, verifying that the settlement of the debt has been made in the agreed form by the parties to this contract and that said amount coincides with that which appears in the account or accounts of the GUARANTEED PARTY. The expenses that originate from the use of the official public document shall be the responsibility of the GUARANTEED PARTY. The amount in the account that is thus set shall be duly notified to the GUARANTEED PARTY at least five days before, the undertaking of this action. EIGHTH.- REGULARIZATION OF THE AMOUNT OUTSTANDING AND ACCRUAL OF INTEREST. - -14- 1.- The amount outstanding that features in the special account described in the previous clause, shall be immediately regularized by the GUARANTEED PARTY, the GUARANTOR ENTITIES thus being able to make a claim on it at any time. 2.- Interest rate. The amount outstanding that features in the aforementioned account shall accrue interest to the benefit of the GUARANTOR ENTITIES, until they are completely satisfied, at an annual nominal rate that shall be variable for each one of the successive periods of three months that follow the date on which the special register account first presents an amount due. The rate at which said debt shall accrue interest shall be determined by the addition of the following factors: a) A variable sum which shall be the EURIBOR rate reflected in the "EURIBOR" page of the "REUTERS SCREEN" or any other that may replace it in the future, at 11:00 h. on the morning of the working day immediately prior to the date on which the a period of interest commences, for deposits in pesetas of an amount similar to that of the outstanding balance and for a period of interest of three months or the closest possible to three months. In the case of the EURIBOR rate not being obtainable at said time, then the interest rate that shall be applied as a point of reference shall be the EURIBOR that has been set at the moment which is immediately prior to that one. b) Another annual fixed sum of TWO POINT FIVE PER CENT (2.50 %). The interest rate thus set shall be increased in addition, in light of the following: 1. The ordinary costs of obtaining such funds from the Interbanking Market, including the intermediary brokerage fees. 2. Any taxes, rates, state charges or otherwise that shall be currently levied or may be levied in the future, relating to the obtaining of funds in the Interbanking Market, or the brokerage fees of intermediaries. The result that is attained shall be rounded up, should that be necessary, to the nearest 1/20 of a percentage point. 3.- Substitutive interest rate. a. When it is not possible to determine the EURIBOR interest rate in accordance with the previous paragraph, then it shall be calculated in accordance with the terms that are set out in this section using the rate set by the AGENT ENTITY, on the working day immediately prior to the commencement of a period of interest for deposits made in pesetas of a sum similar to the outstanding balance and for a three month interest period or the closest period to three months, as set by the following financial and credit entities (the "Reference Entities"): Citibank Espana, S.A. Banco de Bilbao-Vizcaya, S.A. BNP Espana, S.A. b. The AGENT ENTITY shall find the arithmetical average of the rates quoted by the Reference Entities that are applicable to an interest period indicated in the previous subsection, adding an annual fixed sum of TWO POINT FIVE PER CENT (2.50 %), along -15- with the increases indicated at the end of section 2 - of this clause, rounded up to achieve a result, if necessary, to a multiple which is closest to 1/20 of a percentage point. If for any circumstance one or two or the Entities of Reference not be able to quote their interest rates, then the substitutive interest rate shall be set from the arithmetical average of the interest rates quoted by the other Entities of Reference, or as appropriate, the Entity of Reference under consideration. c. In the event of merger of any Entity of Reference, then the Entity that results from such merger shall be automatically understood to take on the character of an Entity of Reference. In the case of a spin-off of any of the Entities of Reference, the AGENT ENTITY shall indicate which of the resulting Entities shall be considered to act as the Entity of Reference. d. Apart from the cases of merger or spin-off, the replacement of an Entity of Reference shall be taken into account by means of a new nomination agreed by the AGENT ENTITY and with the approval of the GUARANTEED PARTY. The latter shall only refuse this by providing a justified cause. The approval of the latter of a new Entity of Reference shall be tacitly understood to be granted should there not be any reasoned opposition within five working days counting from the notification of the nomination that is made by the AGENT ENTITY. 4.- Communication of the interest rate. The interest rate that, set in accordance with the terms that are set out in the previous paragraphs, comes from the application of each one of the periods of interest rate This will be communicated by AGENT ENTITY to the GUARANTEED PARTY and the GUARANTOR ENTITIES: a) That corresponding to the first period of interest on the working day immediately following the date of its commencement. b) That corresponding to each one of the successive periods of interest that follow the first before 14:00 hours on the working day immediately prior to the commencement of the corresponding period of interest. 5.- Accrual and liquidation of interest. The interests shall accrue daily, based on a year of 360 days, on amounts owed in the aforementioned special account and shall be liquidated by the due quarterly period. The interest shall be liquidated by applying the following formula: Capital multiplied by revenue and by time, divided by thirty six thousand. In this formula, it shall be considered that the nominal interest is the amount of gross interest, the capital, the balance of capital; the revenue, the nominal annual rate and the time; the number of days, expressed in calendar days. Regardless of the foregoing, at any time the interest accrued can be liquidated if the GUARANTEED PARTY regularizes the amount in the account, or the AGENT ENTITY does so, or, as appropriate, and in agreement with the terms of this contract, the GUARANTOR ENTITIES shall so decide to pursue such a course of action. -16- The GUARANTOR ENTITIES shall receive, in terms of interests, the effective net yield that results from applying the annual nominal interest rate in the form of liquidation of payments that is indicated. In order to facilitate the liquidations that are made, a document will be drawn up in which the precedents necessary for the verification of the liquidation made will be stated along with the equivalent in terms of the sum of interests, commissions and recoverable expenses. Even in the case in which the GUARANTEED PARTY fully repays all the amounts that are due in the special account and the interest - which will accrue up to the date on which the payment is made- said account cannot be cancelled while the surety described in the third clause has not been fully and definitively cancelled, given the specific purpose for which this was opened. NINTH.- PAYMENT THROUGH STANDING BANK ORDER.- Any payment that the GUARANTEED PARTY is bound to make as a result of this contract shall be understood to be received by AGENT ENTITY when the amount is really at the disposal of the latter according to Spanish banking practices for the calculation of the valuation of the instruments of payment received. The GUARANTEED PARTY should make the payments without the need of prior notification, by means of a debt held by the AGENT ENTITY in the account number 0211.0001.76.00401.263-32 that the GUARANTEED PARTY keeps open in the Main Office of EBN BANCO located in Madrid, in calle de Almagro, 46, which it irrevocably consents to, being bound to maintain in the same a balance sufficient to deal with the payments that it is bound to meet. If any GUARANTOR ENTITY receives, because of this contract, a payment that is direct or in compensation, and is proportionally great than the payments received by one or other GUARANTOR ENTITIES, then it shall be obliged to deliver up to the AGENT ENTITY the surplus of funds received so that this can be redistributed, on the same date as its reception, among the other GUARANTOR ENTITIES in such a manner that at any moment the amounts that each GUARANTOR ENTITY has received are proportional to its participation in the ENDORSEMENTS. This shall apply except in the case of the performance of the demand for disclosure of the surety bond at the request of any of the GUARANTOR ENTITIES, as set out in section 2 - of the fifth clause. Each payment made by the GUARANTEED PARTY to the AGENT ENTITY, in accordance with the contract, shall be applied to the following items in the order that is set out below: 1) Taxes owed. 2) Costs and expenses attributable to the GUARANTEED PARTY. 3) Commissions owed. 4) Interest accrued by the balance on the special account. 5) Reduction of the balance of the principal in the special account. In the same way, an attribution shall be made in the event of a payment being made, regardless of it having been agreed in this contract, and due to extraordinary circumstances overtaking any of the GUARANTOR ENTITIES, or as appropriate any of the WARRANTORS, to any of the GUARANTOR ENTITIES, without prejudice to the pro-rata distribution that arises in accordance with the agreement in the foregoing paragraph. All the amounts that the GUARANTEED PARTY shall meet by reason of this contract, and under whatever concept, shall be met without any deduction or retention, the taxes that may be levied on such payments in accordance with the legislation in force falling to the account of the same. This shall exclude the Spanish Companies Tax that is levied on the results obtained by the GUARANTOR ENTITIES, in such a manner that the latter shall receive an amount equal to that which would have corresponded to it without having made said deductions or retentions. -17- TENTH.- COMPENSATION.- The GUARANTEED PARTY expressly and irrevocably empowers the GUARANTOR ENTITIES to hold the balance of any current account, savings book, partial tax payment, certificate of deposit or any other kind of deposit in cash or shares that figures in any of its offices in the name of the same. It may even sell shares or goods that have been deposited, and apply the proceeds to the payment of : - - The amounts that, up to the limit of the ENDORSEMENTS, the GUARANTOR ENTITIES would have had to have in order to satisfy the beneficiary or the Spanish General Deposits Bank as a result of the sureties made. - - The commissions agreed and owed under this contract. - - Each and every one of the the expenses that, being the responsibility of the GUARANTEED PARTY, have been met by the GUARANTOR ENTITIES and having their origin in the endorsement made or in this document. - - The debit balance shown in the special account. ELEVENTH.- COSTS AND TAXES.- Regardless of the payment obligations contracted by the GUARANTEED PARTY, the latter assumes the obligation to pay any other commissions, expenses, taxes, charges, levies, fees and other items, currently or in the future that originate from or accrue as a result of the formalization, signature and/or the performance of this contract or of the granting of the ENDORSEMENTS, and the following, being of a merely declarative nature: a) The fees, brokerage charges and charges for official public documents that appear at the formalization, modification, performance and/or termination of this contract or its guarantees, notifications, requirements or processes as may be necessary for its compliance, including those which take place so as to document in a public instrument the pledges that are referred to in the fifth clause. b) The taxes, rates, charges, levies whether or not they are state imposed, excluding in all events the Spanish Companies Tax of the GUARANTOR ENTITIES, which are levied now or in the future, while this contract remains in force, or due to its modification, performance and/or termination, or on the commission owed in accordance with this contract. c) The legal costs and expenses, including those fees of Lawyers and Solicitors that may accrue as a result of the performance of this contract or its guarantees. d) And, in general, any other expenses that are originated by the GUARANTOR ENTITIES and/or the AGENT ENTITY as a result of this contract and that, having been approved by the guaranteed party, can be justified in the form of a document. Any of the previous items that the GUARANTEED PARTY has to pay shall be notified to it by the AGENT ENTITY and will be paid by the former in the period of three working days from the receipt of the notification. TWELFTH.- PERSONAL OBLIGATIONS.- The GUARANTEED PARTY is bound to the GUARANTOR ENTITIES, while any of the obligations that are contracted under this contract remain in force, to: a) Forward the annual audited accounts completed by an independent auditing company that is recognised as being prestigious, within six months following the closure of its financial year. -18- The obligation to deliver the annual accounts shall be understood to be assumed for the successive financial years, as long as there are any of the obligations deriving from the ENDORSEMENTS and this contract still in existence. b) Notify it immediately of any circumstance that, in accordance with the terms of the sixth clause herein, may be the cause of a demand for disclosure of the surety bond. c) Not transfer or in any other form dispose of a significant part of the integral fixed assets that it holds without receiving a benefit from the market or in goods of an equal nature in return. THIRTEENTH.- COMMISSIONS.- For the use of the ENDORSEMENTS referred to in the third clause, the GUARANTOR ENTITIES shall receive the following commission: a) An opening commission of ZERO POINT TWO FIVE PER CENT (0.25%) of the limit set under the third Clause, of this document, which shall accrue on only one occasion and shall be liquidated and be paid upon the commencement of the transaction, in the time period that runs from the date of the signing of this contract to the 30th of April 2000. b) A quarterly risk commission of ZERO POINT ONE TWO FIVE PER CENT (0.125%), that shall accrue day by day, commencing on the day of the issuing of the ENDORSEMENTS, on the total amount that is secured. The settlement and payment of this commission shall be made prior to the 30th of April 2000 and for the following quarters on the first working day of each quarter, calculated from date to date from the signature of this contract, being applicable to the full risk that GUARANTOR ENTITIES have taken on at any time, and for each one of the ENDORSEMENTS made. In any event, it shall be the responsibility of the GUARANTEED PARTY to duly demonstrate that the risk to the GUARANTOR ENTITIES has lessened and to what extent this is so. c) A management Commission of ZERO POINT ONE FIVE PER CENT (0.15%) of the limit established in the third Clause of this document, that accrues once only and will be liquidated and paid at the commencement of the transaction, in the time period that runs from the signing of this contract up to the 30th of April 2000. d) An Agency Commission that the GUARANTEED PARTY shall pay to the AGENT ENTITY and, in its favour, of ONE MILLIN PESETAS (1.000.000.-ptas.) for each year, or part thereof, while the ENDORSEMENTS are in force, This commission shall be liquidated and paid at the commencement of the operation, in the term that runs from the date of signing of this contract and the 30th of April 2000 and on each one of the subsequent anniversaries, while the ENDORSEMENTS are in force. In the event of the full or partial cancellation or termination of the ENDORSEMENTS taking place, on the date in which said cancellation or termination occurs, a liquidation of the risk commission corresponding to the remaining days up to the end of the period in force, with respect to the ENDORSEMENTS cancelled or terminated, will be effected. The GUARANTOR ENTITIES will, as appropriate, repay the GUARANTEED PARTY the surplus amounts that are settled beforehand. FOURTEENTH.- ASSIGNMENTS.- 1.- The GUARANTEED PARTY shall not be entitled to assign, transfer, replace or subrogate in any way the rights and obligations contracted herein. 2.- Any GUARANTOR ENTITY shall be able, at any time, and while its participation in the ENDORSEMENTS made in accordance with this contract remains in force, to assign, transfer and negotiate, wholly or partially, its participation in the same and in this contract, provided that the following conditions are met: -19- a) That the assignment does not entail an increase in costs for the GUARANTEED PARTY. b) That the assignment is made to a Bank or Building Society. c) That the assignor has communicated in writing to the AGENT ENTITY its intention to assign, wholly or partially, its participation with at least fifteen working days advance notice from the effective date of the assignment. d) That if the assignment is formalized before the endorsement has been undertaken by the beneficiary, then the prior authorization of the latter will be obtained. e) That the assignment has been previously authorised by the AGENT ENTITY, unless the same is effective after the payment of the corresponding amount that the assignor would make to that party, in the event of performance, of up to the total sum of the ENDORSEMENTS. The assignment shall be communicated to the AGENT ENTITY, which in turn shall communicate this to the GUARANTEED PARTY and to the WARRANTORS. FIFTEENTH- PERFORMANCE OF GUARANTEES; REGIMEN AND OPERATION OF THE SYNDICATE. 1.- BREACH OF THE OBLIGATIONS OF PAYMENT BY THE GUARANTEED PARTY. In the event of breach on the part of the GUARANTEED PARTY of any of the payment obligations deriving from the granting of the ENDORSEMENTS, the GUARANTOR ENTITIES shall be entitled to continue with the performance of the personal payment guarantee of the WARRANTORS stated in the fourth clause of this contract, following the agreement of the majority of the GUARANTOR ENTITIES, according to the agreement set out under section 4. - of this clause. That decision which is adopted, in the event of being favourable to the performance of the guarantee, shall be binding upon all the GUARANTOR ENTITIES, including those who are not in agreement, and shall be carried out by the AGENT ENTITY on behalf of and representing all of them. If the decision of the majority of the GUARANTOR ENTITIES has not been favourable to the performance of the guarantee, then any GUARANTOR ENTITY shall be entitled to partially perform said guarantee, due to its participation in the obligation of the breached payment. 2.- OBLIGATIONS OF DISCLOSURE OF THE SURETY BOND AND CONSTITUTION OF THE DEPOSIT. The decision concerning the demand for disclosure of the surety bond by the GUARANTOR ENTITIES, and the contingent exiguity of the constitution and pledging of the deposit that is referred to in the fifth clause , by virtue of the causes indicated therein, shall require the prior agreement of the majority of the GUARANTOR ENTITIES adopted in accordance with the procedure set forth in section 4 of this clause. The decision that is adopted shall be binding upon all of the GUARANTOR ENTITIES, including those which are not in agreement. As an exception to the foregoing, if the reason for which the disclosure of the surety bond could be demanded is that which is indicated in subsection d) of the fifth clause, and the decision of the majority of the GUARANTOR ENTITIES has been that of not demanding the disclosure of the surety bond, then any GUARANTOR ENTITY shall be individually entitled to demand it on the basis of its participation in the ENDORSEMENTS, thereby meeting the requirement that corresponds to it. The same regime shall be followed for the performance of the guarantee of constitution of the deposit that is pledged on the part of the WARRANTORS. For this reason, the AGENT ENTITY shall comply with that which has been agreed between the majority of the GUARANTOR ENTITIES. The latter, in this action, shall expressly empower the AGENT ENTITY in a manner that is as wide as may be necessary in law to undertake such pertinent action in this respect, on behalf of and in representation of all of them. -20- 3.- Performance of the pledge of the deposit. In the event of breach by the GUARANTEED PARTY of any of its payment obligations deriving from the granting of the ENDORSEMENTS, the GUARANTOR ENTITIES shall be entitled to the performance of the pledge of the deposit constituted by the GUARANTEED PARTY or, as appropriate, by the WARRANTORS, following agreement of the majority of the GUARANTOR ENTITIES in accordance with the procedure laid down in section 4 of this clause. The decision adopted, whether it be favourable or not to the performance of the pledge, shall be binding upon all of the GUARANTOR ENTITIES, including those who are not in agreement. The AGENT ENTITY shall comply with the agreement of the majority of the GUARANTOR ENTITIES. In this action, the latter shall expressly empower the AGENT ENTITY as widely as may be necessary in law, so that it may carry out all such pertinent acts in this respect, on behalf of and representing all of them. 4.- DECISION MAKING PROCEDURE BY THE GUARANTOR ENTITIES. a) It shall be understood that the "majority" of the GUARANTOR ENTITIES shall consist of the whole of the GUARANTOR ENTITIES whose participation in the ENDORSEMENTS represents more than 50% of the total amount thereof at all times. b) In performing all of the powers conferred to the AGENT ENTITY in accordance with the foregoing sections and for purely internal purposes of the syndicate, the AGENT ENTITY, when acting as the representative of the GUARANTOR ENTITIES, shall attend to the instructions of said GUARANTOR ENTITIES. c) In order to obtain the instructions of the GUARANTOR ENTITIES that take part in this syndicate, for the adoption of decisions in accordance with the foregoing sections, the AGENT ENTITY shall send a telex, fax or similar communication to each one of the GUARANTOR ENTITIES, to the place of business indicated herein. Each one of them, as appropriate, shall be bound to answer by the same procedure within the fifth working day following such act. All the telexes or other communications that are received by the AGENT ENTITY shall be valid for the purposes of drawing up the agreement, without any pre-requisite having to be met. It will be sufficient that they have seemed to have been sent from a terminal installed in the office of the issuing entity. For such purposes, the name of the physical person who features as the apparent signatory of the message and the powers of representation that are held shall not be of importance. For these purposes, it shall be understood that the GUARANTOR ENTITY that does not reply to the AGENT ENTITY in the manner of the abovementioned procedure, shall be assumed to have tacitly approved of and vote in favour of the proposal of the AGENT ENTITY. d) Once the period of time indicated has passed, the AGENT ENTITY shall verify, based on the replies it has received, the decision adopted by the "majority" of the GUARANTOR ENTITIES under the terms of what has been established in the foregoing sections. e) Without prejudice to what has been set out in the foregoing paragraph, nor to the full effectiveness of the agreements reached in accordance with the method described, the GUARANTOR ENTITIES undertake to confirm the instructions given to the AGENT ENTITY with all possible speed by means of the execution of such public or private documents as the AGENT ENTITY may require of them. -21- f) The AGENT ENTITY shall convey to the GUARANTOR ENTITIES all the information that it receives from the GUARANTEED PARTY relating to the contract. Apart from the previous obligation, the AGENT ENTITY shall only be bound to communicate to the GUARANTOR ENTITIES the existence of a circumstance of a demand for disclosure of the surety bond, when the existence of such a circumstance is made aware to the AGENT ENTITY in a due or reliable manner. The AGENT ENTITY shall not be bound to indicate any option of its own nor to pass judgement on the information conveyed. The GUARANTOR ENTITIES undertake to communicate to the AGENT ENTITY, as soon as they become aware of any circumstance or fact that may entail a cause of demand of disclosure of the surety bond made in accordance with the terms of this contract. SIXTEENTH.- COMMUNICATIONS BETWEEN THE PARTIES.- 1.- All the requests, notifications, warnings and communications relating to this contract that do not require a special formality shall be understood to have been duly undertaken when they are done by fax or telegram addressed to the place of business indicated in the following paragraph. This shall be without prejudice to them being subsequently confirmed in a letter signed by the empowered person., as regards the communications that are made or the acknowledgement in the same form as they are received. The receipt of the transmission of the telegram or of the original fax in which this is made shall be deemed to be due proof of the communication. 2.- The communications that are made in accordance with this contract shall be addressed to the places of business of the parties that feature at the commencement of this contract and the persons signing the same. 3.- Any modification of the places of business or numbers of telephone, fax or telex shall be communicated in writing to the AGENT ENTITY. SEVENTEENTH.- REGIMEN OF THE CONTRACT AND ACCESS TO LEGAL ACTION.- This contract shall have legal force in accordance with the terms of number 6(0) of section 1429 of the Spanish Civil Procedure Act, or guideline that replaces it, and other concordant legislation. The GUARANTEED PARTY and WARRANTORS consent that in this contract, and as appropriate, in the public document that incorporates it, as many copies as may be requested by the AGENT ENTITY may be issued (first copies in the case of a public instrument), all of these having the value of legal title effective for the performance thereunder in accordance with section 1429 of the Spanish Civil Procedure Act, or guideline that replaces it. EIGHTEENTH.- A.E.R.- For informative purposes, it is made known that the Annual Equivalent Rate (A.E.R.) applicable to the special account will be calculated in accordance with formula set forth in number 1 of appendix V of the 8/1990 Circular of the 7th of September by the Bank of Spain. NINETEENTH.- APPLICABLE LEGISLATION AND WAIVER OF JURISDICTION.- This contract shall be interpreted and complied with on its own terms and governed by Spanish legislation. Madrid is designated as the place of compliance with the obligations deriving under this contract, for the purposes laid down in section 1439 of the Spanish Civil Procedure Act, or guideline that replaces it. -22- In accordance with what has been set out in the foregoing paragraph, the GUARANTEED PARTY and the GUARANTOR ENTITIES, expressly waive any other jurisdiction that may correspond to them and subject themselves to the jurisdiction of the Courts and Tribunals of the city of Madrid, in order to resolve any disagreement that may derive from this contract or the granting of ENDORSEMENTS. TWENTIETH.- INTRODUCTION OF THE SINGLE CURRENCY.- 1. Given that the contractual currency of this transaction is the currency of a State that has been integrated into the European Monetary Union, the parties declare their knowledge relating to the terms set out under section 3 of the (E.C.) Regulation n(0) 1103/97, of the 17th of June, concerning certain provisions relating to the introduction of the euro. Said introduction is not the cause of termination nor re-negotiation of the contracts, and thereby no modification for any such reason in the agreed conditions shall be experienced. 2. Without prejudice to the foregoing, the introduction of the single currency has been the object of legal regulation, and a series of consequences applicable to this contract have been derived from the same. In particular, and not being of an exhaustive nature, it is stated for informative purposes that with regard to the introduction of the single currency: A) CONVERSION: During the transitory period, being understood to be that defined in the (C.E.) Regulation n(0) 974/98 concerning the Introduction of the EURO, that charges and payments shall be indistinctly made in pesetas and euros. The currency shall be recorded in the credit account, applying the fixed and irrevocable conversion rate between the EURO and the peseta set by the Council of the European Union, in accordance with the terms of article 109.4 of the Constitutive Treaty of the European Union and section 4 of the C.E. n(0) 1103/97 of the Council of the European Union, concerning certain provisions relating to the introduction of the EURO, being rounded up in accordance with the terms of section 5 of the C.E.Regulation 1103/97 of the 17th of June, if in the period in which the euro does not exist in a physical manner, the currency of the amounts that will be paid in cash will be the peseta. B) PAYMENTS: During the transitory period, there shall be free range to make payments both in euros and pesetas. C) COMPENSATION: In accordance with the terms of section 8.6 of the C.E. Regulation 974/98 concerning the Introduction of the EURO, in the event of this compensation being appropriate and there being a difference between the debit and credit balances with one being denominated in euros and the other in pesetas during the transitory period, payment shall be effected by applying the fixed and irrevocable conversion rate alluded to in the section a) above. The amount shall be rounded up in accordance with the terms of section 5 of the C.E. Regulation 1103/97 of the 17th of June. D) REDENOMINATION: In the event of the length of this contract in force being longer than the end of the transitory period, then at the time at which the latter comes to an end, it is established under C.E.Regulation 974/98 concerning the introduction of the EURO, under section 14, that the amounts expressed in pesetas in the contract for whatever item shall be replaced automatically by the equivalent amount in the single currency. These shall be -23- calculated on the fixed and irrevocable conversion rate between the EURO and the peseta as set by the Council of the European Union and alluded to in paragraph a) above, being rounded up in accordance with the terms of section 5 of the C.E. Regulation 103/97 of the 17th of June. The parties appearing in this contract declare their agreement and approval of the content of the same as it has been drafted, they execute and sign it with my assistance in [....] equally original and for the delivery of the same, one copy remaining in my files. And I the Agent of the Commerce Collegiate, SWEAR to the identity, capacity and legitimacy of the signatures of the contracting parties and, to the execution of this contract, issued in [.....] pages. THE GUARANTEED PARTY FIRSTMARK COMUNICATIONS SPAIN, S.L. (PRIVATE LIMITED COMPANY) (P.P.) D. Jose Fernandez Lizaran (DNI482549-D) -24- THE GUARANTOR ENTITIES CAJA DE AHORROS Y MONTE DE PIEDAD DE BALEARES, (SA CAJA DE AHORROS DEL MEDITERRANEO (CAM) (P.P.) NOSTRA) (P.P.) D. Miguel Francisco Oliver Roca (DNI 41.388.111) D. Juan Bautista Legorburo Escobar (DNI 51.383.908-E) MONTE DE PIEDAD Y CAJA DE AHORROS DE HUELVA Y CAJA DE AHORROS Y MONTE DE PIEDAD DE ZARAGOZA SEVILLA (EL MONTE) (P.P.) ARAGON Y RIOJA (IBERCAJA) (P.P.) D. Jose Antonio Martin Navarro(DNI 28.504.470-H) D. Manuel Trujillo Comesana (DNI 28.395.694-D) D. Manuel Galindo Oliva (DNI51.871.164) CAJA DE AHORROS DE SALAMANCA Y SORIA (CAJA CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA DUERO)(P.P.) Y JEREZ (CAJA SAN FERNANDO) (P.P.) Dna. Anunciacion Rodriguez Sanz (DNI 11.703.138-W) D. Enrique Garcia Ledesma (DNI 6.894.303-F) D. Angel Luis Blasco Vinue (DNI.18.402.453) SOCIEDAD ESPANOLA DE BANCA DE NEGOCIOS, S.A. (P.P.) MONTES DE PIEDAD. Y CAJA DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y ANTEQUERA (UNICAJA) 1. D. TEOFILO JIMENEZ FUENTES (6.535.916-J) Mariano J. Dorado Siles 25.576.667-H D. Joaquin Asiain Sastre (51.955.828-R Diego Pilares Naranjo 25.546.960-D THE WARRANTORS FIRSTMARK COMUNICATIONS EUROPE INMOBILIARIA AZTLAN SOCIEDAD ANINIMA DE CAPITAL VARIABLE (P.P.) (MV.) D. Eduardo Diez-Hochleitner Rodriguez (DNI 50.412.632-J) D. Michel John Taylor (Pasap. R.U. 019211701)
-25- PROMOTORA DE INFORMACIONES, S.A. (P.P.) INFORMATICA EL CORTE INGLES, S.A. (P.P.) D. Eduardo Diez-Hochleitner Rodriguez (DNI D. Florencio Lasaga Munarriz (DNI 15.820.025-G) 50.412.632-J) OMEGA CAPITAL, S.L. (M.V.) CAJA DE AHORROS DE SALAMANCA Y SORIA (CAJA DUERO)(P.P.) D. Mario Fernandez-Pena Garcia(DNI105.525) CAJA DE AHORROS Y MONTE DE PIEDAD DE ZARAGOZA ARAGON CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y RIOJA (IBERCAJA) (P.P.) Y JEREZ (CAJA SAN FERNANDO) (P.P.) D. Manuel Galindo Oliva (DNI 51.871-164) D. Enrique Garcia Ledesma (DNI6.894.303-F) MONTE DE PIEDAD Y CAJA DE AHORROS DE HUELVA Y DIARIO DE BURGOS, S.A. (P.P.) SEVILLA (EL MONTE) (P.P.) D. Jose Antonio Martin Navarro(DNI 28.504.470-H) D. Gregorio Mendez Ordonez (DNI 13.144.084-K) D. Maunel Trujillo Comesana (DNI 28.395.694-D) FONSAGRADA, S.L. (P.P.) D. Jose Leoncio Areal Lopez (DNI 34524649-Q)
-26- EX-10.10 8 ex-10_10.txt EXHIBIT 10.10 Exhibit 10.10 Translation from the German Language CONTRACT ON THE USAGE OF OPTICAL WAVEGUIDES AND TECHNICAL SYSTEM PREMISES* (LWL Contract) between CARRIERS' CARRIER GESELLSCHAFT MBH Karlsruher Strasse 2 b, 30519 HannOVER hereinafter known as "CCG" and GASLINE GMBH & CO. KG Huttropstr. 60, D-45138 Essen hereinafter known as "GasLINE" both hereinafter jointly known as "Contractual Parties" Seite 1 von 23 - ------------------- * Portions of this agreement are confidential and have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 406 under the Securities Act of 1933 as amended. Asterisks, for example "*****," have been inserted to indicate that information has been deleted. TABLE OF CONTENTS
Preamble 1. Object of the Contract 1.1 Optical Waveguide Route 1.2 Option for Further Optical Waveguides 1.3 Technical System Premises 1.4 Additional Facilities 1.5 Exchange of Information, Documentation 2. Provision of the Optical Waveguide Route and the Technical System Premises 2.1 Schedule 2.2 Provision of the Optical Waveguide Route 2.3 Provision of the Technical System Premises 3.0 Special Regulations Pertaining to Rights of Way, Public Law Permits 3.1 Rights of Way on Private Properties 3.2 Rights of Way in Traffic Thoroughfares and Dedicated Public Spaces, Public Law Permits 4.0 Maintenance and Management 4.1 Planned Disengaging of the Optical Waveguide 4.2 Unplanned Disengaging of the Optical Waveguide 4.3 Defects of the Technical System Sites 5.0 Fee 5.1 Utilisation Fee 5.2 Operational and Administrative Costs 5.3 Utilisation Fee for the Technical System Premises 5.3 Fee Adjustment 5.3.1 Adjustment of the Utilisation Fee due to Particular Circumstances 5.3.2 Adjustment of the Utilisation Fee due to Relaying 5.3.3 Annual Fee Adjustment 6.0 Warranty, Liability 6.1 Provisions for the Warranties and Liability until Provision 6.2 Provisions for the Warranties and Liability after Provision 6.3 Force Majeure 6.4 Miscellaneous Provisions for Warranty and Liability
Seite 2 von 23 7. Termination Rights 7.1 General Termination Rights 7.2 Special Termination Rights 7.3 Consequences of Terminating Contract 8.0 General Provisions 8.1 Payments 8.1.1 Sales Tax, Duties 8.1.2 Due Date 8.1.3 Payment Default 8.1.4 Bank Information 8.2 Set-off, Retention 8.3 Telecommunication Permits 8.4 Confidentiality 8.5 Economic Clause 8.6 Transfer to other Corporations 8.7 Salvatorian Clause 8.8 Contractual Amendments, Modifications 8.9 Applicable Law, Legal Venue 8.10 Charge of Previous Actions and Declarations 8.11 Approval of Supervisory Bodies 8.12 Contractual Annexes 8.13 Contractual Term
Seite 3 von 23 PREAMBLE CCG is a newly founded German telecommunications enterprise. Coming from a background of a liberalized European telecommunications market, CCG is planning the erection of a Pan-European network for the production of telecommunication services. GasLINE is a corporation founded of 15 German gas supply companies which realize optical waveguide routes. For this GasLINE usually lays optical waveguides parallel to the gas lines of its partners if needed, even utilising the gas line location lines of other supply companies and offers the realised optical waveguide route to telecommunication companies for long-term usage. GasLINE itself does not intend to enter the telecommunications market. GasLINE and CCG intend to establish a mutual long-term business relationship. GasLINE shall provide CCG with dark fibre capacities in its existing network, or respectively, on network segments, which shall be completed in the near future. GasLINE is willing to facilitate CCG the market launch at favourable conditions. Thereby GasLINE is aware of the fact that anticipated profits will only set in after successful establishment in the market. GasLINE declare they are willing during the start-up phase (10 years) to grant a loan for the establishment of the optical waveguide route, the terms of which shall be defined by the Contractual Parties in a separate contract. Thereby the following is agreed among both Contractual Parties: 1. OBJECT OF THE CONTRACT Object of the contract is the long-term usage of an optical waveguide route as well as technical system premises for telecommunications purposes as well as the maintenance and management of these facilities. 1.1 OPTICAL WAVEGUIDE ROUTE 1.1.1 GasLINE shall make 2 fibre pair (4) optical waveguides available to CCG on a total route of ca. 2,950 km. The specific route and the subdivision in "sub-routes" are evident from ANNEX 1 (survey map) and ANNEX 2 (listing of the sub -routes). In the event of contradictions between Annex 1 and Annex 2, the latter takes precedence. 1.1.2 The technical specifications and performance data of the optical waveguides arise from the Technical Specifications (ANNEX 3). The interfaces between the Seite 4 von 23 optical waveguide cable systems from GasLINE and the systems from CCG are defined in Annex 3. 1.1.3 GasLINE shall provide the sub-routes within its existing network as well as in sub-networks which are already being erected in the framework of other projects; through this contract GasLINE shall incur no personal investment costs. In the event that the provision of the optical waveguide route should require additional investment projects, GasLINE is entitled to a right to terminate in regard to the sub-routes in question; the legal consequences arise from No. 7.3.1, 7.3.3 and 7.3.4. 1.1.4 GasLINE grant CCG the right to the free and unrestricted usage of the four (4) optical waveguides for telecommunications purposes. Excluded from this is the further surrender of dark optical waveguides ("dark fibres") by CCG to third parties. 1.1.5 The functional rule in the sense of the German Telecommunications Act is in the hands of CCG. 1.1.6 GasLINE is willing in the framework of its network erection to offer CCG additional optical waveguide routes at the terms defined in this contract, unless special circumstances justify a departure. 1.1.7 If during the contractual term GasLINE lays cable with further developed fibre types on the optical waveguide route, then the Contractual Parties shall enter negotiations concerning the conditions of a changeover to the new fibres. 1.2 OPTIONS 1.2.1 GasLINE grants CCG an option to the usage of up to four additional fibre pair (8) optical waveguides at the conditions defined in this contract. GasLINE undertakes to inform CCG in writing if henceforth a free capacity of eight fibres is available. CCG must make a written declaration within a deadline of seven days after receiving notification if and in terms of how many fibres it shall exercise the option. The option lapses after the expiration of this deadline or on the 31st of December, 2000 at the latest. If CCG exercises the option, GasLINE must provide the fibres on a date which has been arranged mutually by the Contractual Parties; at the latest, however, 6 months after the option is exercised. 1.2.2 If GasLINE should realize the optical waveguide route Berlin-Dresden-Leipzig-Erfurt-Nuremberg (total length ca. 658.0 km) currently in planning and equip it with a optical waveguide cable, then CCG is entitled, after its completion, to the option of letting this optical waveguide route take the place of the optical waveguide route Berlin-Magdeburg-Leipzig-Nuremberg (cf. Annexes 1 and 2). GasLINE assumes no warranty for the actual or punctual provision of said new optical waveguide route. The exercising of the option must be declared by CCG in writing within 3 months after GasLINE has informed of the completion of the aforesaid route. Seite 5 von 23 The Contractual Parties shall come to an agreement in the event of the exercising of the option concerning the schedule and the technical procedure of the switch-over. After completion of the switch-over, the obligations of GasLINE in terms of the optical waveguide route Berlin-Magdeburg-Leipzig-Nuremberg-Munich become ineffective. The costs of the switch-over are borne by CCG. 1.3 TECHNICAL SYSTEM PREMISES 1.3.1 GasLINE relinquishes to CCG premises along the optical waveguide route for the purpose of the setting up, the operation and the maintenance of the transmission facilities of the CCG. 1.3.2 Details concerning the site, equipment and usage of the premises in the containers are set forth in Annex 4. 1.3.3 CCG is obligated to use the premises relinquished to them for their use for the contractually stipulated purpose and to maintain them in an orderly state. 1.3.4 CCG shall always maintain the facilities stored by them in a technically impeccable and traffic-safe state. This also applies to the systems for the connection of the transmission facilities to the public supply. 1.3.5 CCG is obligated to grant GasLINE, as well as persons commissioned by them, entry to the premises at all times. 1.3.6 If on the part of GasLINE there are justified complaints raised against the traffic safety of the systems of CCG, then CCG is obligated to undertake without delay the necessary inspection and maintenance measures. If CCG is in default with the necessary measures, then GasLINE is entitled to bring about the undertaking of such measures at the expense of CCG: 1.3.7 Operational and sideline costs in connection with the systems operated by CCG are to be borne by CCG and shall be invoiced by the relevant supply company directly to CCG. 1.3.8 After the expiration of this contract, the premises are to be returned to GasLINE in their original state. The facilities brought in by CCG are to be removed by CCG at their own expense. 1.4 ADDITIONAL FACILITIES 1.4.1 GasLINE and CCG shall jointly define connection routes, cable constructions, or respectively, other additional facilities along the optical waveguide route. GasLINE shall be reimbursed by CCG for the proven costs plus a handling fee of 12.5% of the costs. Seite 6 von 23 1.4.2 1.4.2 GasLINE shall carry out the work necessary for network couplings on its backbone route (civil engineering, setting sleeves, splicing, measuring work, documentation, official acceptance) on the existing network coupling points. CCG shall reimburse the costs actually incurred plus the handling fee pursuant to No. 1.4.1 to the extent that these costs including the handling fee for additional equipment exceeds 100,000 German Marks. The costs for creating the network coupling are estimated at approximately ******************* per case. 1.5 EXCHANGE OF INFORMATION, DOCUMENTATION 1.3.1 The Contractual Parties shall jointly provide one another with information and documents required for the realization of the project in due scope solely for the purpose of conducting the project. 1.3.2 GasLINE shall hand over a route documentation to CCG for the optical waveguide route provided on a scale of 1:25,000. This documentation shall be handed over to CCG in three copies and on electronic data carriers to the extent that this available to GasLINE no later than 16 weeks after providing the optical waveguide route. If required, CCG shall be handed over more detailed documents upon reimbursement of costs that is also to be exclusively used within the framework of this project. 2. PROVISION OF THE OPTICAL WAVEGUIDE AND THE TECHNICAL SYSTEM PREMISES 2.1 Schedule For the execution of the contract, the Contractual Parties proceed from the schedule enclosed as ANNEX 6 ( the "SCHEDULE"). Therein prominent key points/sub-steps of the contract execution are defined ("MILESTONES") and indicated with targeted dates ("TARGET DATES"). As the date for the provision of the optical waveguide route as well as the technical system premises, the 30th of September, 1999 is planned. 2.2 PROVISION OF THE OPTICAL WAVEGUIDE ROUTE 2.2.1 Before the provision of the optical waveguide, GasLINE shall conduct a provision assessment and relinquish the route to CCG for its usage (provision). Seite 7 von 23 - --------------------- * Omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 2.2.2 The provision procedure is stipulated in the Technical Specifications (Annex 3). GasLINE shall indicate to CCG at least a week in advance when the provision assessment shall be conducted. CCG is entitled to take part in the provision assessment. GasLINE shall hand over copies of the assessment records to CCG. 2.2.3 GasLINE shall notify CCG, while handing over adequate proof, that the Optical waveguide fibres of the assessed route meet the characteristic assessment values in accordance with the specifications in the Technical Terms. 2.2.4 If CCG should discover a fault during the inspection of the submitted documents, it is incumbent upon CCG to give notification of such defect. Liability pursuant to Section 538 of the German Civil Code is excluded. 2.2.5 If CCG discovers that the optical waveguide route does not fulfil the specifications, it shall inform GasLINE of such within 10 days after receiving the aforementioned proof. 2.2.6 If the Optical waveguide route does not fulfil the specifications, and CCG has reported this in due time, then the optical waveguide route is deemed as not provided. Otherwise the optical waveguide route is deemed as provided after the handing over of this proof on the day of the provision assessment. 2.2.7 If the optical waveguide route does not comply with the specifications, then GasLINE is obligated to establish without delay the operational capacity of the optical waveguide route in accordance with the specifications. GasLINE shall report the completion of the removal of the defect to CCG; so shall the above-captioned procedure of provision be then repeated. 2.2.8 If remedying the defects is not successful within an agreed defined reasonable time limit, and the defect remedy fails despite the setting of a grace period of at least 45 days, CCG has the right to terminate the contract in regard to the affected sub-route. The termination consequences arise from No. 7.3. Further-reaching damage compensation and warrant claims of the CCG against GasLINE are non-existent. 2.3 PROVISION OF THE TECHNICAL SYSTEM PREMISES The technical system premises are to be provided to CCG at the latest by the provision date pursuant to 2.1. Before the provision of the technical system premises, GasLINE will conduct a facility inspection. GasLINE shall indicate to CCG at least one week in advance when the inspection shall be conducted. If the technical system premises do not comply with the specifications in Annex 4, then No. 2.2.4, 2.2.6 to 2.2.6, respectively, go into effect. Seite 8 von 23 3. SPECIAL REGULATIONS PERTAINING TO RIGHTS OF WAY, PUBLIC LAW PERMITS CONCERNING NEW ROUTES TO BE ERECTED. 3.1.1 CCG is aware that neither GasLINE nor the gas supply company currently have contractually negotiated agreements with the individual landowners on the usage of the properties required for the realization of the sub-route for general telecommunications. 3.1.2 For its existing natural gas lines, the gas supply company has limited personal servitudes and/or obligatory licence agreements according to which they are entitled to lay and operate long-distance gas lines with cables and accessories. It is not to be ruled out that in regard to individual segments, this entitlement does not exist, or does not exist in its full extent, or respectively, cannot be substantiated or obtained. This applies even in reference to the gas supply company with a share in GasLINE: 3.1.3 If due to existing and demonstrable rights, the application of Section 57 Par. 1 No. 1 German Telecommunications Act should be a possibility, GasLINE shall endeavour for a expeditious settlement with the landowners for the settlement of all claims pursuant to Section 57 Par. 2 German Telecommunications Act. As far as Section 57 German Telecommunications Act cannot be applied, then the rights of way for telecommunications should be obtained primarily by assurances in rem. Alternatively, if no assurance in rem can be obtained from the landowner, GasLINE shall endeavour to negotiate obligatory licence agreements for the usage of the properties for general telecommunications. The holder of the right may be the gas supply company whose location line is being used and who transfers the exercising of their legal positions to GasLINE. 3.1.4 For compensation payments in connection with the permission of the laying, the outline agreements concluded between the relevant competent farmer's unions and other landowners and the gas supply companies are decisive. ANNEX 5 contains a description of the procedure as well as an example of such an outline agreement, the key data of which follow the other outline agreements as well. As far as Optical waveguide cable or protective cable pipes have already been laid, the Contractual Parties assume that pursuant to Section 57 German Telecommunications Act no compensation payments shall be made to the landowner. GasLINE is not obligated to exceed the payments stipulated in the outline agreements with the farmer's unions in order to obtain the right of way. 3.1.5 In terms of the intersections of location lines of the Deutsche Bahn AG, the gas supply companies who are partners of GasLINE have reached a special agreement with the Deutsche Bahn AG which is decisive for the project. 3.1.6 The technique and the engineering services in connection with acquiring the right of way and handling payments for compensation are described in Annex 5. To this extent, the only thing that is owed is a service. Should further activities be necessary than established in Annex 5 to achieve and assert right of way, GasLINE shall arrange for them. The costs caused by said activities shall be added to the costs for right of way and compensation for land. Seite 9 von 23 3.1.7 If in the course of the execution it should become apparent that a procedure pursuant to Section 57 German Telecommunications Act because of the dispensation of justice due to lacking requirements or lacking practical enforceability is not possible as expected in the predominant number of the cases, then the further procedure between the Contractual Parties shall be agreed upon consequently. The same applies if difficulties arise outside of the German Telecommunications Act. In the events where difficulties arise during the assertion pursuant to Section 57 German Telecommunications Act or with the acquisition of the rights of way outside the German Telecommunications Act which could likely lead to an extension beyond of the provision date or to an impossibility in terms of the provision of the sub-route in question, GasLINE shall inform CCG hereof and consult with CCG about how the contract can be executed as expeditiously as possible. 3.1.8 The risk of the non-acquisition or non-enforceability of the rights of way as well as the punctuality for the aforementioned ground is borne solely by CCG. Any liability of GasLINE and their vicarious agents in connection with rights of way is ruled out, unless there is premeditation on the part of GasLINE. 3.1.9 Unaffected remains the right of CCG to terminate pursuant to No. 7.2. the optical waveguide, the realisation of which is unrealistic due to the lacking rights of way. In regard to the legal consequences, the regulation in No. 7.3.2 is effective. 3.2 RIGHTS OF WAY IN TRAFFIC THOROUGHFARES AND DEDICATED PUBLIC SPACES, PUBLIC LAW PERMITS 3.2.1 With regard to possible required permits and permissions under public law, No. 3.1 is effective. 3.2.2 Public law permits in this sense are in particular: permits or permissions or usage agreements (e.g. street usage agreements with the construction carriers) which are required - in connection with the intersection of traffic thoroughfares and the route laying along or in traffic thoroughfares - in connection with the intersection of waterways or the erection of facilities in or along bodies of water - for works in flood areas - for works which could have an effect on the water table - in connection with the Federal German Nature Conservation Law and the Nature Law and Natural Reserve laws of the Federal German States, the construction laws or, if applicable, the regional planning laws. Seite 10 von 23 3.2.3 The costs and fees for the processing of the permits, compensation payments pursuant to Section 52 (2) and utilisation fees for the usage of public spaces belong to the right of way and land compensation costs. 3.2.4 If in terms of the utilisation fee-free usage of public (dedicated or fiscal) space it is necessary or expedient for schedule-related or other reasons that the proper utilisation permits in regard to the facility used by CCG be obtained in the name of CCG, CCG shall issue the appropriate authorisation to GasLINE, or respectively, their representatives. The same applies if it is expedient for the realization of the project or in order to avoid schedule delays or extra costs that CCG make an outward appearance as a building contractor. In their internal relations CCG and GasLINE shall treat one another as if the permit had been issued to GasLINE. The issuance of the permit to CCG does not affect the ownership rights of GasLINE. 4. MAINTENANCE AND MANAGEMENT GasLINE is obligated to maintain the optical waveguide and the technical system sites in according with the technical specifications in Annex 3 and Annex 4. GasLINE shall perform these services beginning with the provision of the optical waveguides, or respectively, the technical system premises. 4.1 PLANNED DISENGAGEMENT OF THE OPTICAL WAVEGUIDE OPERATION In the framework of the maintenance and/or due to relaying which becomes necessary (street-works etc.), the necessary planned disengagement or down times of the optical waveguide fibres in the framework of the contractual usage are permitted. The planning and agreement process for planned works is stipulated in Annex 3 (Technical Specifications). In regard to the following Point 4.2, the disengagement and down times remain disregarded. 4.2 DISTURBANCES OF THE OPTICAL WAVEGUIDE OPERATION If it should come to unplanned disruption, or if the optical waveguide fibres do not fulfil the specifications in accordance with Annex 3, the following goes into effect: 4.2.1 Removal of disturbance by GasLINE GasLINE is obligated to remove arising disturbances without delay. GasLINE shall secure that the optical waveguide fibres are re-available at the latest 24 hours after a disturbance is reported. Seite 11 von 23 4.2.2 Penalties In the event of the excess of said time limit, GasLINE shall pay - unless GasLINE brings forth evidence that GasLINE or their vicarious agents are not at fault in regard to the overrun of the time - a contractual penalty per commenced hour in an amount of DM ********** ******, a maximum, however of DM ******** each per disturbance event. This contractual penalty is, if applicable, in addition to the compensation to be paid pursuant to Paragraph 4.2.3. 4.2.3 Flat-rate warranty of the network availability In the event of the overrun of the permissible disturbance-related down time of 7.5 hours per 100 km, GasLINE shall pay CCG a flat-rate compensation. This amounts to ********** for each full hour of the overrun of the permissible down time and is limited in amount to a total of **********. 4.2.4 Severe Losses/ Downfall A severe loss or downfall in the sense of this contract exists if the disruption of operations entails a repair of 100 m of damaged length or a disruption is objectively not remediable within 24 hours. Moreover, disturbances count as such which can be traced to a damage in the gas line which runs besides this cable or which were unavoidable necessary due to the operation and maintenance of this gas line. In these events GasLINE shall endeavour to achieve the quick as possible restoration of the optical waveguide cable system. The contractual penalty defined in 4.2.2 and 4.2.3 will, however, not be owed. For the duration of such disruptions CCG is insofar released from its obligation of paying the utilisation fee. 4.3 DEFECTS IN THE TECHNICAL SYSTEM PREMISES If in the course of the contractual term a defect in the technical system premises arises, CCG must report this to GasLINE. GasLINE is obligated to remedy the defect without delay. If the remedying of the defect is not successful within a consensual stipulated reasonable time period, CCG has the right to remedy the defect themselves and to demand the reimbursement of the necessary expenditures. 5. FEE 5.1 UTILISATION FEE OPTICAL WAVEGUIDE ROUTE 5.1.1 The utilisation fee for the 4 optical waveguide fibres (No. 1.1) amounts to per annum: ************************************ Seite 12 von 23 - --------------------- * Omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 5.1.2 The additional utilisation fee for the 8 additional optical waveguide fibres (No. 1.2.1) amounts to per annum ************************************ If the option for less than 8 fibres is exercised, the utilisation fee is calculated proportionately in relation to the number of fibres, in regard to those for which the option is exercised, to the total number of the optional fibres. 5.2 OPERATIONAL AND ADMINISTRATIVE COSTS For the operational and administrative costs including service and maintenance of the optical waveguide , CCG shall pay GasLINE a fixed annual fee ("maintenance fee") of: ************************************ If CCG exercises the option pursuant to 1.2.2 of the contract, the operational and administrative costs shall increase by ******** *************************. In the event that CCG exercises the option pursuant to 1.2.1 of the contract, the operational and administrative costs do not increase. 5.3 UTILISATION FEE FOR TECHNICAL SYSTEM PREMISES The utilisation fee for the technical system premises including maintenance and management amounts to per site: ************************************ 5.4 FEE ADJUSTMENT 5.4.1 ADJUSTMENT OF THE UTILISATION FEE DUE TO SPECIAL CIRCUMSTANCES (1) In the event that GasLINE incurs additional right of way and land compensation costs for the contractual optical waveguide sub-routes as the result of a change in the law or a modification of the dispensation, such as costs for the compensation of landowners, the acquisition of servitudes, for the usage of public pathways, intersectional and administrative fees, then the Contractual Parties shall negotiate this. (2) CCG bears the additional costs as far as the costs exceed 1.53 EUR (3.00DM) per meter of route length. (3) A modification of the dispensation is only to be considered if the decisions for GasLINE or a gas supply company, along whose gas lines the optical waveguide route is laid, is legally binding or if there is a decision from the Federal German Constitutional Court, the Federal German Supreme Court or an incontestable decision from the Regional Court of Appeal. Seite 13 von 23 - --------------------- * Omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (4) In the event that the optical waveguide route , for which the additional costs arise, is used by other telecommunication companies as well, the additional costs will be divided by all users per capita. If the route in question is surrendered for usage to other telecommunication companies by GasLINE after the successful transfer of the costs, then a proportional reimbursement of the transferred costs shall follow. (5) GasLINE shall supply evidence for the extra costs with relevant documents at the request of CCG. CCG has the right to be informed of the number of users and to have this information checked by an independent chartered accountant. 5.4.2 ADJUSTMENT OF THE UTILISATION FEE ON THE BASIS OF RELAYING (1) In the event of the relaying (e.g. due to street-work measures) of the optical waveguide route cable systems, the costs arising from such shall be borne by CCG. In the event of the usage of the optical waveguide cable systems by several telecommunication companies, these costs will be borne according to the number of fibres used by the company. (2) 5.3.1.5 apply accordingly. 5.4.3 ANNUAL FEE ADJUSTMENT (1) The utilisation fee for the optical waveguides pursuant to No. 5.1 is subject to an annual adjustment according to the manufacturer's price index for industrial goods pursuant to the computational formula in ANNEX 7. The initial adjustment will take place in 2003 taking into consideration the price changes from the time of the contract conclusion. (2) The maintenance fee pursuant to No. 5.2 is subject to an annual adjustment according to the labour costs index according to the computational formula in ANNEX 8. The adjustment will take place for the first time in 2003 taking into consideration the price changes beginning with the time of the contract conclusion. (3) The utilisation fee for the technical system premises pursuant to No. 5.3 is subject to 50% of an annual adjustment according to the manufacturer's price index pursuant to the computational formula in ANNEX 7 and to 50% according to the labour costs index according to the computational formula in ANNEX 8. The initial adjustment will take place in 2003 taking into consideration the price changes from the time of the contract conclusion. Seite 14 von 23 6. WARRANTY, LIABILITY Provided no regulations to the contrary have been met in this contract, the follow provisions are effective for the warranty and liability: 6.1 PROVISIONS FOR THE WARRANTY AND LIABILITY UNTIL PROVISION 6.1.1 GasLINE shall endeavour to the best of its ability to conduct all designated works for the provisions by the target dates set forth in the schedule; they do not, however, take responsibility for the actual and punctual realizability of the optical waveguide route and the technical system premises. 6.1.2 The liability for the contractual and non-contractual obligations of GasLINE (including its vicarious agents) is limited to the premeditation of its legal representatives. 6.1.3 GasLINE shall stipulate in the contracts with its vicarious agents customary market and sector liability regulations. If GasLINE should be entitled to claims against third parties, which are due to performance disruptions or other faulty contractual performances in regard to the optical waveguide route or the technical system premises to be provided to CCG, GasLINE is willing to assign these claims to CCG as far as they have not already been assigned or should be assigned to customers who entered a contract with GasLINE before CCG. 6.2 PROVISIONS FOR THE WARRANTY AND LIABILITY AFTER PROVISION 6.2.1 In No. 4 special regulations on disturbances and the availability of the optical waveguide as well as the warranty for the technical system premises are set forth. Beyond the legal consequences which are specified therein, no further damage compensation claims, utilisation fee reduction or termination rights may be mutually asserted. The right of both Contractual Parties to an extraordinary termination with cause remains unaffected. 6.2.2 After provision, the liability of the Contractual Parties for the rest is limited for themselves and their vicarious agents - except in cases of the premeditation of the legal representative - to gross negligence and to direct damage (physical and material damages). The replacement of pure property damages is excluded. The liability for direct damages is limited to a maximum of 5 million DM per liability case and a maximum of 10 million DM per annum. Seite 15 von 23 6.3 FORCE MAJEURE In the events of force majeure, as long as not stipulated otherwise in this contract, the following is effective: 6.3.1 If it should become impossible for one of the Contractual Parties due to event of force majeure to fulfil the obligations undertaken in the framework of this agreement, so is the Contractual Party insofar released from the fulfilment of his obligations for the duration of such events. Accordingly the obligations of the other Contractual Party which oppose these obligations are cancelled. This does not apply to the payment obligations of CCG. Excluded from this are insofar the cases provided under No. 4.2.4 6.3.2 The Contractual Partner affected by the events of force majeure shall inform the other Contractual Partner immediately concerning the limitation of his contractual obligation and shall endeavour to remove as quickly as possible the hindrances which stand in the way of the fulfilment of the contractual obligations. 6.3.3 Deemed as events of force majeure are in particular, but not limited to, war, unrests, sabotage, legislative interventions, strike, natural catastrophes and extreme bad weather conditions. 6.4 MISCELLANEOUS PROVISIONS FOR WARRANTY AND LIABILITY 6.4.1 In favour of landowners as well as property users and other authorized parties, whose location lines or properties are used for the fulfilment of the contract, all possible damage compensation claims of CCG against these are limited to damages caused premeditatedly. To gas supply companies, whose location lines or properties are utilised for the fulfilment of the contract, damage compensation claims are ruled out, except in the event of premeditation. 6.4.2 If CCG refuses services, in particular fee payments, while citing GasLINE's own premeditation or gross negligence, CCG shall be encumbered with the burden of proof. No. 4.2.2 remains unaffected. 7. TERMINATION RIGHTS 7.1 GENERAL TERMINATION RIGHTS Ordinary termination rights do not exist subject to No. 7.2. The right to terminate for good cause remains unaffected. Seite 16 von 23 7.2 SPECIAL TERMINATION RIGHTS 7.2.1 If because of concrete facts - due to lacking rights of way or public law permits - for lack of technical system premises - for lack of needed cooperative actions by CCG - due to force majeure the provision of the optical waveguide route and/or the technical system premises are seriously unrealistic, the Contractual Parties shall endeavour to find a consensual solution for proceeding further in regard to the sub-route in question or the technical system premises in question. If a consensual solution cannot be reached within 4 weeks, after a Contractual Party has informed the other of such in writing that he deems the provision of a sub-route or a technical system premises to be unrealistic, both Contractual Parties have the right within a deadline for giving notice of 2 weeks to terminate the contract in writing in regard to the affected sub-route or the affected technical system premises. 7.2.2 If the loan contract entered into by the Contractual Parties in connection with this contract on 14 JULY 1999 is terminated, GasLINE has the right to terminate this contract with a deadline for giving notice of 6 months. 7.3 CONSEQUENCES OF TERMINATION 7.3.1 With the going into effect of the termination, CCG and GasLINE are released, with the exception of the following regulated consequences, from the obligations arising from this contract. 7.3.2 All expenditures caused up until the going into effect of the termination in terms of the affected sub-route/technical systems premises according to the authority of this contract (regardless whether or not the costs connected with such have already been accrued or shall still accrue) shall be investigated by GasLINE and reimbursed by CCG to GasLINE within 30 days after the invoicing made by GasLINE. As far as GasLINE has entered contracts with other users for the affected optical waveguide route, only those expenditures shall be paid by CCG which are to be assigned to the designated usage by CCG pursuant to this optical waveguide contract. 7.3.3 All planning results developed by GasLINE, processed objects and the optical waveguide route in question itself remain - as long as they are not the property of third parties - in the possession of GasLINE. Under no circumstances does CCG have a claim to the transfer of these planning results, objects or the optical waveguide route. 7.3.4 The legal consequences of the termination are herewith ultimately regulated. A warranty and/or liability of GasLINE beyond the events set forth in this contract is ruled out. Seite 17 von 23 8. GENERAL PROVISIONS 8.1 PAYMENTS 8.1.1 SALES TAX, DUTIES All payments include the then currently effective sales taxes, all other duties are contained in the agreed fees. If in the future, additional encumbrances of the telecommunications sector or the provision of optical waveguide fibres or other activities falling under this contract shall be newly introduced, GasLINE is entitled to raise the fees accordingly. 8.1.2 DUE DATE (1) The annual utilisation fee and the fee for operations and management pursuant to No. 5 of this contract is due for payment in 2 instalments respectively by the 1st of April and by the 1st of October for the then current running half-year (01.01 until 30.06; 01.07 until 31.12). The first payment shall be made at time intervals by the first due date following the provision of the optical waveguide route as well as the accompanying technical system premises. (2) GasLINE shall invoice CCG for the recurring payments each by the 28th of February and the 31st of August (thus each a month before the due date). (3) All other payments remaining to be paid shall be due 30 days after invoicing as far as not expressly provided otherwise. 8.1.3 PAYMENT DEFAULT (1) If CCG is in arrears with the payments, GasLINE shall charge CCG interest in an amount of 3% points above the then current 3 months EURIBOR rate. (2) If CCG is in arrears with a payment pursuant to this contract for more than 30 days, and if CCG continues to not pay despite two reminders (the second with a threat of termination) each granting a 10 day payment deadline, GasLINE has the right to an extraordinary termination of the contract; further reaching statutory claims remain unaffected. Seite 18 von 23 8.4.1 BANK INFORMATION Payments are regarded as having been paid on the day of the availability date on the account of GasLINE No. 4.048.209/00 at the Dresdner Bank AG, Essen, Germany bank code: 360 800 80, or as far as payments are to be made to account of CCG, then to: No. 011859600 at the Deutsche Bank Hannover bank code: 250 700 70 A change in the bank information is to be reported to the other Contractual Party in writing. 8.8 insofar have no application. 8.2 SET-OFF, RETENTION As far as not provided otherwise in the contract, the Contractual Partners are allowed to set-off only by means of incontestable or legally binding claims. It is also not permissible to retain equivalent partial amounts of due payments on the basis of unresolved counterclaims. 8.3 TELECOMMUNICATIONS PERMITS 8.3.1 CCG shall obtain a telecommunications licence before the system is put into operation and hand over a copy of the licence to GasLINE. As far as a declaration is required for the authorities, public law bodies or landowners, that CCG is a licence holder, or that the route to be erected shall be used, CCG shall make this declaration. 8.3.2 If CCG requires other public law permits of a telecommunications nature in connection with the execution of this contract or the usage for the further marketing of the optical waveguide fibres provided to them, CCG will see to the obtaining of such permit. If CCG is not or only in part is issued the required permits in this connection, so shall this not release CCG from its obligations arising from this contract. Likewise applies if CCG gives up already acquired permits of the above-captioned nature or if the required permit has been revoked of them. 8.3.3 Both Contractual Parties assume that GasLINE requires no permits pursuant to the German Telecommunications Act for the contractual services they are to perform. If this should be the case contrary to expectations, GasLINE shall endeavour to obtain the relevant permits without delay. As far as certain duties are bound herewith, CCG shall bear the costs according to their utilisation share. Seite 19 von 23 8.4 CONFIDENTIALITY 8.4.1 The Contractual Parties hereby undertake to treat with confidentiality all information which they receive from the other Party directly or indirectly in the framework of this contract, the preparation of such, and in connection with its execution. 8.4.2 Confidential treatment means that the information received from the other Contractual Party is not made accessible to third parties and that this information - whether directly or indirectly- may not be used economically for one's own purposes or for third parties. 8.4.3 The Contractual Parties undertake to use the received information exclusively for the purpose stated in the Preamble. Usage which extends beyond this or the passing on to third parties requires in each individual case the previous written approval of the information provider, stipulating the content, scope and addressee. The necessary passing on due to the project of information to financial credit institutions and/or to individual tax or legal advisors as well as the passing on of the technical information needed for the realization of the project by GasLINE to subcontractors or to concerned gas supply companies is, however, permissible without the separate written approval of the information provider under the conditions that the transmission of the information is limited to the scope required for the execution of the contract and that the receiver of the information undertakes an obligation to the confidential treatment in the sense of this agreement. The Contractual Parties shall also bind their employees to maintain confidentiality. 8.4.4 Unaffected remains the right of GasLINE to disclose the individually available optical waveguide routes in their location course in the framework of the additional marketing of potential users. 8.4.5 Each party shall protect the information received from the other party with the same diligence with which they would protect their own business and operational secrets, at least, however, with the due diligence of a proper businessperson. 8.4.6 The secrecy obligation does not apply to information - which is already known to the receiver of the information at the time of the relinquishment without the obligation to maintain secrecy or - which has already been publicly accessible at the time of the relinquishment or - which without the fault of the receiver of the information - had been made publicly accessible at a later time or - which is received regularly on the part of third parties without the obligation to maintain secrecy. Insofar the burden of proof is incumbent upon the party which passed on the information. Seite 20 von 23 8.4.7 Regardless of the above captioned provisions, each party is entitled to meet their statutory and stipulated corporate disclosure duties, also in terms of the information surrendered to them. 8.4.8 The obligation of confidentiality shall continue to survive for the duration of five (5) years after the expiration of the usage time period utilised by CCG. 8.4.9 The content, form, date, etc. of the information of the publicity concerning the cooperation, the contract and the joint position towards authorities, organisations, landowners, local regional authorities, other companies, etc. shall be agreed upon between the Contractual Parties. 8.5 ECONOMIC CLAUSE If the technical, economic, or legal stipulations, under which the contractual provisions (fee and terms) were agreed upon undergo a fundamental modification and if as a result of such a party can no longer be expected to retain the contractual provisions any longer because the intentions aiming at the mutual economic interests contained in this contract of the party entering the contract cannot be fulfilled, so can this party demand that the contractual provisions be adjusted accordingly to the changed circumstances, unless the contractual provision is such that contains an explicit transfer of risk. Insofar no adjustment can be demanded. 8.6 TRANSFER TO OTHER COMPANIES. The transfer of the rights and obligations arising from this contract by CCG to another company requires the previous approval of GasLINE. This approval cannot be refused arbitrarily. It can - even in the event of affiliated companies - in particular then be refused if the company in whose place the then current contractual Party should stand, does not have its domicile in the European Union, or if this company does not offer in the same manner warranty for the fulfilment at all times of the contractual obligations as does the Contractual Party in whose place it should stand. 8.7 SALVATORIAN CLAUSE If a provision of this contract is or shall become ineffective, the legal validity of the remaining provisions remain unaffected by such. The Contractual Parties shall agree to an effective provision in the place of the ineffective provision which comes closest to the mutual will, economically speaking. Likewise applies to the filling of any regulatory loopholes. 8.8 CONTRACTUAL AMENDMENTS, MODIFICATIONS No subsidiary agreements exist. Modifications and/or amendments as well as subsidiary agreements to this contract are required in written form and signed by both Contractual Parties. The same applies to a waiver of this written form requirement itself. Seite 21 von 23 8.9 APPLICABLE LAW, LEGAL VENUE For all legal relationships arising from this contract, the preparation of such and its execution, German law shall govern except for the provisions of the CISG. Legal venue is the domicile of the sued party. 8.10 CHARGE OF PREVIOUS ACTIONS AND DECLARATIONS CCG hereby makes the binding confirmation: All persons, who have acted on the part of CCG during the previous negotiations and other contracts with GasLINE have acted exclusively for CCG, or respectively, made and received declarations exclusively for CCG. In favour of the partners of CCG, no legal relationships or claims were substantiated from the opening up of the business relationship as well as from the previous negotiations. Likewise applies to future negotiations and possible contractual agreements, unless otherwise is agreed by the Contractual Parties in writing. 8.11 APPROVAL OF THE SUPERVISORY BODIES The entire contract is subject to the approval by the partners' meeting of GasLINE. GasLINE shall inform CCG immediately of the result of the decision. 8.12 ANNEXES TO THE CONTRACT The annexes name below are an element of this contract: Annex 1: Survey Map Annex 2: Listing of the Sub-routes Annex 3: Technical Specifications Annex 4: Specifications of the Technical System Premises Annex 5: Rights of Way and Compensation Payments, Outline Agreements Annex 6: Schedule Annex 7: Fee Adjustment of the Utilisation Fee Annex 8: Fee Adjustment of the Maintenance fee In the event of contradictions between the annexes and the contractual text, the provisions of this contract take precedence. 8.13 CONTRACTUAL TERM 8.13.1 This contract goes into effect when signed by both Contractual Parties. 8.13.2 The contractual utilisation term for the optical waveguide amounts to 10 years and commences with the provision; a delayed provision as compared to the planned provision date in the schedule changes nothing in the respective utilisation term of 10 years. 8.13.3 The utilisation term for the optical waveguide prolongs itself by eight more years if CCG declares this in writing at the latest 12 months prior to the end of the utilisation term to GasLINE. Seite 22 von 23 8.13.4 The contractual utilisation term for the technical system premises amounts to 5 years beginning with provision. The utilisation term prolongs itself by a further 5 years if the Contractual Parties do not previously terminate this contract in regard to the technical system sites in writing with a deadline for giving notice of 12 months. ... [BOCHUM]...., ...[THE 14TH JULY 1999]... .... [BOCHUM].... ...[14.07.99]... Carriers' Carrier Gesellschaft mbH GasLINE Telekommunikationsnetzgesellschaft deutscher Gasversorgungsunternehmen mbh & Co. KG represented by GasLINE Telekommunikationsnetzgesellschaft deutscher Gasversorgungsunternehmen mbh /s/ /s/ - -------------------------------- ----------------------------------- Seite 23 von 23 =========================================== EX-10.11 9 ex-10_11.txt EXHIBIT 10.11 Exhibit 10.11 certified photocopy (stamp) Document register no. 99/00142 Negotiated at Bochum on 14 July 1999 Before me, the undersigned notary, Hans-Friedrich Kreyer, in Bochum, the following persons appeared today: 1. Lawyer Richard Leitermann, born on 11.03.1961, Kronberger Str. 22, 60323 Frankfurt, - identified by presenting his valid German federal identification card which included a photograph -, acting not on his own behalf but rather on behalf of 1.1 CCG Carriers' Carrier GmbH, Karlsruher Str. 2 b, 30519 Hanover, registered in the business register of the Hanover District Court under HRB 57818, based on the power of attorney conferred on 14.07.1999, 1.2 FirstMark Fiber Holdings L.L.C., Corporate Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, USA, based on the powers of attorney conferred on 08.07.1999, 1.3 Dipl.-Ing. Dr. Dieter Finke, born on 28.01.1954, Neuer Kamp 20, 29336 Nienhagen, based on the power of attorney conferred on 07.07.1999, 1.4 Dr. Bernhard Josef - called Bernd - Jager, born on 10.06.1963, Wilhelm-Levison-Str. 18, 53115 Bonn, based on the power of attorney conferred on 07.07.1999, 1.5 Dr. Stefan Sattler, born on 20.06.1965, Heideweg 41, 53332 Bornheim, based on the power of attorney conferred on 08.07.1999, and 1.6 Lambda Net Communications Mitarbeiter GbR, consisting of the 11 members mentioned on the power of attorney, based on the power of attorney conferred on 07.07.1999, and 2. Lawyer Manuela Schurz, born on 24.04.1968, Waldthausenstr. 33, 45127 Essen, acting not on her own behalf but rather, promising to submit power of attorney later, on behalf of GasLINE Telekommunikationsnetzgesellschaft deutscher Gasversorgungsunternehmen mbH & Co. KG, Huttropstr. 60, 45138 Essen, represented by Telekommunikationsnetz-Geschaftsfuhrungsgesellschaft deutscher Gasversorgungsunternehmen mbH, at the very same place, with this company in turn being represented by the managing director with sole power of representation Friedrich Wolf, at the very same place. The question of the notary / deputy notary asking for a referral for a preliminary ruling within the meaning of Section 3 Par. 1 No. 7 BeurkG (German federal authentication law) is answered in the negative by the person(s) present. The parties concerned deposed for the notarial record: LOAN CONTRACT AND CONVERTIBLE BOND between CCG CARRIERS' CARRIER GMBH - hereinafter referred to as "CCG" - FIRSTMARK FIBER HOLDINGS L.L.C. DR. DIETER FINKE DR. BERND JAGER DR. STEFAN SATTLER LAMBDA NET COMMUNICATIONS MITARBEITER GBR and GASLINE TELEKOMMUNIKATIONSNETZGESELLSCHAFT deutscher Gasversorgungsunternehmen mbH & Co. KG Huttropstrasse 60, Essen / Germany - hereinafter referred to as "GasLINE" -. FirstMark Fiber Holdings L.L.C., Dr. Finke, Dr. Jager, Dr. Sattler and Lambda Net Communications Mitarbeiter GbR are the only partners of CCG. Dr. Dieter Finke is also the sole administrator of Lambda Net Communications Mitarbeiter GbR and, as such, entitled to represent all the partners of this civil-law company (GbR). On 14.07.1999, CCG and GasLINE concluded a contract on the use of optical waveguides and system technology rooms (the "main contract"). The partners of CCG intend to convert CCG into a public limited company in terms of German law. The parties agree to the following loan contract and to the following convertible bond. 1. LOAN CONTRACT 1.1 LOAN 1.1.1 As loaner, GasLINE shall grant CCG a loan of DM 41,000,000.00 (in words: forty-one million German marks). 1.1.2 The loan shall be granted by being offset against the payment obligations of CCG from the main contract on each of the due dates to the amount of DM 4,100,000.00 (in words: four million and one hundred thousand ) per year during the ten-year term of the main contract. 1.2 INTEREST 1.2.1 The loan amount granted in each instance shall yield 9 % interest per year. The interest shall be due for payment on 01.04. and on 01.10. of each year subsequently together with the payments under the main contract. 1.2.2 If CCG does not effect payment for the loan or the interest on a due date, the interest rate will then be increased during the duration of the default to 6 % above the 3-month Euribor rate, but at least 12 %, calculated on the total amount granted, provided that this default is not cured within fourteen days following the date when CCG was notified in writing by GasLINE that GasLINE had not received the payment. 1.3 REPAYMENT The outstanding loan shall be due for payment without further notice on 30.09.2009. 1.4 PREPAYMENT DATE 1.4.1 The loan shall be due for repayment without further notice if CCG comes within the scope of a case of insolvency or if a similar case regarding the assets of CCG is opened. 1.4.2 If CCG defaults on the payment of the interest in accordance with Item 1.2.1, Gas-LINE will be entitled to the extraordinary right of cancellation, provided that this default is not cured within fourteen days following the date when CCG was notified in writing by GasLINE that GasLINE had not received the payment. The right of cancellation shall expire as soon as CCG has effected all outstanding payments in each instance. 1.5 GENERAL The place for the repayment shall be the seat of business of GasLINE at the time of the payment. 2. CONVERTIBLE BOND 2.1 RIGHT OF CONVERSION GasLINE has the right to convert the loan into shares of CCG under the following conditions: 2.1.1 GasLINE may convert the total amount of the loan from this agreement, as defined in Item 1.1.1, into shares of CCG, provided that CCG was converted into a public limited company in terms of German law, with the consequence that, although a residual term of the main contract may continue to exist on the date of the conversion of the loan for the settlement in accordance with Item 1.1.2, the obligation of CCG for repayment of the total amount of the loan in accordance with Item 1.1 as well as the running interest shall, however, expire as of this same date. 2.1.2 The partners of CCG shall convert CCG into a public limited company in terms of German law before 30 June 2001. The accounting equity capital of CCG, including capital reserves, following the conversion may not be less than DM 60,000,000.00 (in words: German marks: sixty million). During the conversion, the partners of CCG must raise a contingent capital via the number of shares that must be equivalent to 3 % of the sum from the basic capital and the contingent capital of CCG at this time. The contingent capital must only serve the purposes of this agreement. 2.1.3 If the conversion of CCG into a public limited company in terms of German law (including the raising of the contingent capital required in accordance with this contract for the conversion of the GasLINE loan) is not carried out by 31 December 2001 at the very latest, the interest rate defined in Item 1.2.1 will be increased to a rate of 14%. In addition, the annual compensation for use of the optical waveguide line section will be increased in accordance with the main contract by an amount of DM 1,000,000.00 (in words: German marks: one million). 2.1.4 Conversion / conversion relationship The conversion shall be carried out versus the non-cash contribution of the loan repayment claim. With the conversion of the loan, GasLINE must receive at face value the number of shares that are equivalent, at the time of the conversion of CCG into a public limited company in terms of German law, to 3 % of the sum from the basic capital and the contingent capital of CCG. A value-maintenance certificate must be prepared stating that the value of the non-cash contribution is equivalent to at least the face value of the converted shares. 2.1.5 Premium The difference between the total face amount of the shares transferred to GasLINE and the amount of the loan, as defined in Item 1.1.1, is to be allocated as a premium to the capital reserves of CCG, provided that and to the extent that applicable law permits such an allocation. 2.1.6 Conditions of the right of conversion (a) Following a waiting period of 4 years after this agreement has been signed, GasLINE may exercise the right of conversion in writing at any time between the conversion of CCG into a public limited company in terms of German law and six months prior to the due date of the loan, as defined in Item 1.3. The waiting period shall not be applied in case of (i) CCG's going public or (ii) in case of a direct or indirect change in the control over CCG at the level of its partners. (b) The right of conversion can only be exercised in complete form. (c) In case of CCG's going public, the right of conversion must be exercised, provided that, at the time of CCG's going public, the binding offer of a reputable bank for the take-over of the shares in CCG acquired by GasLINE in the course of the conversion is submitted to GasLINE at a price of at least DM 15 million (in words: German marks: fifteen million). The aforementioned amount shall be increased firstly by the amount that GasLINE may have to pay in accordance with Item 2.1.7 Sentence 2, secondly by 5 % (in words: five) in each instance for each year after 31 December 2003 in which CCG's going public did not take place. Non-exercise of the right of conversion shall cancel the right of conversion but shall affect the loan contract. (d) GasLINE may transfer the right of conversion to a third party with an equally good reputation, provided that: (i) the complete agreement is transferred to a third party and GasLINE does not demand any repayment on the loan amount, as defined in Item 1, from this agreement or from the relevant payment obligation of CCG from the main contract; and (ii) CCG has the right to refuse the transfer of this agreement to a third party within two weeks following the written notification of the third party, provided that the consent is not allowed to be refused unreasonably if the third party is not a competitor or a group company of a competitor of CCG. (e) With a view to the shares acquired in the course of the conversion, GasLINE is bound to the statute and the partners' agreement dated 21 April 1999 (Document no. 208/1999 of notary Gunter Waje, Hanover). The aforementioned document was available to the parties concerned at the time of the notarial authentication in the form of a certified copy. After being instructed by the authenticating notary, the parties concerned declared that the contents of this document were completely known to them and were taken as read as well as the annex to this document. 2.1.7 Capital increases at CCG may only be carried out at face value if these capital increases are carried out in connection with a reorganisation of CCG or with a view to the CCG introduction to the stock exchange. In these cases, the contingent capital must be increased accordingly and, in case of exercising the right of conversion, GasLINE must pay the face value of this increase in the contingent capital to CCG in addition. As for the rest, capital increases for the purpose of the participation of third parties in CCG may be carried out at a reasonable value only. The reasonableness is determined in accordance with the regulation in Section 12 UmwG (German federal conversion law). 3. CANCELLATION OF THE MAIN CONTRACT 3.1 The cancellation of the main contract shall not affect the legal force of this contract provided that nothing to the contrary has been defined in the following text. 3.2 If the main contract terminates for reasons beyond the control of CCG before the total amount of the loan has been achieved and GasLINE has exercised its right of conversion or would still like to exercise this right, GasLINE must pay an amount to CCG that is equivalent to the difference between the granted loan that has accrued in accordance with Item 1.1.2 and the total amount as defined in Item 1.1.1. 3.3 The amount of the compensatory payment in accordance with Item 3.2 is limited to the difference between the granted loan and the market value of the shares of CCG falling to GasLINE. 3.4 GasLINE has, at its own choice, the right to give back shares to CCG instead of the compensatory payment. The proportion of shares to be given back is determined by the relationship of the residual term of the main contract at the time of the cancellation to the term of the main contract as defined by contract (e.g., in case of a cancellation after five years, half of the shares). If CCG is not able to take back the shares for imperative legal reasons, the shares shall be taken over by FirstMark; in this case, FirstMark agrees to take over the existing payment obligation of GasLINE in accordance with Items 3.2 and 3.3 versus CCG. CCG shall agree to the take-over of the payment obligation by FirstMark. In this case, no claims shall exist on the part of CCG versus GasLINE. 3.5 If, in the cases of Item 3.2, GasLINE does not exercise its right of conversion, the amount of the loan shall limited to the granted amount at the time of the termination of the main contract. The granted loan is due for repayment in accordance with Item 1.3 provided that the parties do not reach an agreement to the contrary. 3.6 If the main contract terminates before 30.09.2000 for reasons within the control of CCG, GasLINE shall have the right to extraordinary cancellation of this contract. In case of the exercise of the right of cancellation, the legal consequences shall be determined in accordance with legal regulations. 4. OTHER 4.1 FirstMark agrees to carry out all business activities relating to optical waveguide networks exclusively via CCG during the term of the main contract. 4.2 The contracting parties of this agreement agree that legal transactions between themselves, companies associated with them within the meaning of Section 15 AktG (German federal stock corporation law) or otherwise associated third parties on the one hand and CCG on the other hand shall always be concluded and executed according to market conditions. 4.3 FirstMark Fiber Holdings L.L.C., Dr. Finke, Dr. Jager, Dr. Sattler and Lambda Net Communications Mitarbeiter GbR agree to take all measures required for a conversion of CCG into a public limited company in terms of German law and for the coming into force of the convertible bond. They shall not, however, assume any obligations with a view to the loan and its repayment. Item 3.4 shall remain unaffected by this provision. 4.4 Following the conversion of CCG into a public limited company in terms of German law, all shares of CCG shall provide identical rights and obligations. 4.5 Until the exercise of the right of conversion, GasLINE shall receive the right to inspect the determined annual financial statements including inspection reports. This right shall expire with the lapse of the right of conversion. 4.6 If an indirect or direct parent company of CCG goes public at the European level, GasLINE will have the right, under the renunciation of the right of conversion from this agreement, to demand that shares of this European company be transferred to GasLINE at the issue price by being set off against the loan amount in accordance with Item 1.1.1. This right may only be exercised with respect to the total amount. If this going public takes place after GasLINE has exercised its right of conversion in accordance with Item 2.1, the number of shares to be transferred within the framework of the issue at the issue price is determined by the market value of the shares that GasLINE holds in CCG. If GasLINE exercises this right of transfer, it must transfer the shares held in CCG to a third party to be named by CCG. As for the rest, the provisions of this agreement shall be applicable for the acquisition of the CCG shares. 5. GENERAL PROVISIONS 5.1 All alterations of or additions to this agreement, including this provision, must be made in writing provided that notarial authentication is not required. 5.2 GasLINE and CCG shall each bear half of the costs of the authentication of this agreement. 5.3 The legal force of this contract is subject to the suspensive condition of the approval by the partners' meeting of GasLINE. The approval must be submitted in writing to the other contracting parties no later than 31.08.1999; an approval received after this date shall be considered to be a new offer requiring written acceptance provided that notarial authentication is not required. 5.4 If this agreement is null and void in whole or in part, the remaining parts shall remain valid. Invalid provisions must be replaced by such regulations that bring about the same economic effect. The same provision shall be applied to gaps in this agreement. 5.5 This agreement is subject to German law exclusively. The parties agree to Hanover as the place of jurisdiction. The record was read out to the parties concerned in the presence of the authenticating notary and was then approved and personally signed by them. /s/ --------------------------- /s/ --------------------------- /s/ --------------------------- /s/ --------------------------- EX-10.12 10 ex-10_12.txt EX-10.12 Exhibit 10.12 CONNECTION SERVICE CONTRACT* Between Louis Dreyfus Communications SA, a limited company with registered capital of 66,140,000 francs, registration no. at the Paris Companies Register No. 414.946.194, registered office 87 avenue de la Grande Armee 75016 Paris, represented by the Managing Director, Mr Frederic Gastaldo, (hereinafter referred to as "LD COM") Of the one part And Lambdanet Communications France SAS, a simplified joint stock company with registered capital of 40,000 Euros, registration no. at the Lyon Companies Register No. 429 165 541, registered office 1 boulevard Vivier Merle, 69003 Lyon, represented by Mr Thierry Mileo, Chairman, (hereinafter referred to as "the Client") Of the other part The term "Parties" collectively describes LD COM and the Client. INTRODUCTION : - - The present Site Service Contract defines the rules to which the hire and long term provision by LD COM of one or more Connections including maintenance services, are subject (hereinafter referred to as the "Connection Service"). The Connection Service constitutes one of the services which LD COM supplies to its clients. It may where necessary be supplemented by one of the other services offered by LD COM, especially the Site Service and Accommodation Service, the conditions for each of which have been accepted by the Client. - - The Client wishes to develop a telecommunications network in France and in Europe. The Client has filed an application for a telecommunications operator licence with the telecommunications regulation body on 21 March 2000, in order to install and operate a telecommunications network open to the public and to supply telecommunications services to the public, pursuant to Articles L 33-1 and L 34-1 of the Postal and Telecommunications Laws (hereinafter referred to as the "Licence"). The Client would like to rent a certain number of optic connections in order to set up its telecommunications infrastructure. - - The Client wishes to ensure Optic Continuity of its telecommunications network in France. THIS HAVING BEEN STATED, THE FOLLOWING HAS BEEN AGREED: - ----------------------- * Portions of this agreement are confidential and have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 406 under the Securities Act of 1933, as amended. Asterisks, for example "*****," have been inserted to indicate that information has been deleted. 1) DEFINITIONS Special Conditions Defines Appendix 3 describing the conditions intrinsic to each Connection rented Contract or Connection Service Contract Defines the present Contract, its appendices and supplements including, in particular, its Special Conditions Connection Defines the linking of the Connections to the Client's telecommunications network or to other fibre optics, this linking particularly being made at each end of the Connection or at each end of the Optic Links making up the Connection Optic Continuity Relates to the rental service for Optic Links supplied by LD COM, the support for which is constituted by the usual F.O.N.s complying with the Technical Specifications. Date of Availability Defines the date on which LD COM invites the Client to carry out Acceptance of the Connection as defined in Appendix 3, on a Connection by Connection basis. Date of Commissioning Defines the date on which, in the absence of Major Reservations, the Certificate of Acceptance is signed or, in the event of Major Reservations, the date on which such reservations are lifted. Malfunction Defines a disruption in the Optic Continuity not falling within the category of an Interruption. Active Equipment Defines all the technical equipment belonging to the Client permitting an Optic Link to be used and activated. Linear Equipment Defines the connection chambers, distribution chambers, splicing chambers and any other permanent or temporary element belonging to LD COM, connected to, incorporated into or necessary for the operation, maintenance, repair, re-installation, rehire, protection and removal of the F.O.N.s, not including either the cable containing the F.O.N.s or the F.O.N.s themselves connected to, incorporated into or necessary for the operation, maintenance, repair, re-installation, rehire, protection and removal of the F.O.N.s, not including either the cable containing the F.O.N.s or the F.O.N.s themselves. Black Fibre Optics (F.O.N.) Defines the black fibre optics of the monomode type and devoid of any telecommunication equipment, rented to the Client by LD COM, matching the Technical Specifications and designated by the abbreviation "F.O.N.". Confidential Information Defines the information described in Article 10 of the Contract. Infrastructure Designates (i) all the elements making up the Connection (including the Optic Links, the Linear Equipment), (ii) the cable containing the F.O.N.s, and (iii), where necessary, the Technical Sites. Interruption Defines a problem preventing any operation of an Optic Link or not adhering to the Technical Specifications. Connection Defines everything contained in one (or several) Optic Links and Linear Equipment enabling operation to be guaranteed. Their outline is described in the Special Conditions. Optic Link Defines a pair of Black Fibre Optics terminated by connectors between two determined points (Departure Site and Arrival Site). Optic Link may equally be used as a plural or singular term, this term will encompass all of the Optic Links rented to the Client. An Optic Link must comply with the Technical Specifications. O.D.F. Defines an LD COM optic dispatcher (Optical Distribution Frame) River Section Defines the part of a connection which is immersed at the bottom of a river, stream or canal bed and the associated river or canal beds. Terrestrial Section Defines any part of a connection which does not come under the definition of a River Section. Delivery Points Defines the extremities of the Connections made available, as described in the Special Conditions, made up of connectors for which the technical specifications are supplied by the Client two (2) months prior to the Date of Availability. Acceptance Defines the procedure for acceptance of the Optic Links as defined in appendices 1 and 5 of the Contract. Major Reservation Defines an anomaly preventing any operation of the optic link or not adhering to the Technical Specifications, or the absence of a connection file as defined in Appendix 5. Minor reservation Defines any anomaly which does not constitute a Major Reservation. Restoration Defines the final repair of the Optic Link, after Interruption, in compliance with the Technical Specifications. Re-establishment Defines the temporary reinstatement of an optic continuity enabling the Optic Links to be operated by the Client after an Interruption without necessarily adhering to all the original Technical Specifications. Technical Site Defines premises or part of premises enabling the Client to install certain items of Active Equipment which are linked up to the Connection. The availability of these Technical Sites is the subject of a separate agreement Technical Specifications Defines appendix 6. The words and terms defined above may equally be used in the singular or plural in the Contract. 2) OBJECT The object of the present documents is to define all the terms and conditions under which: - - LD COM rents to the Client and provides availability of the Optic Links making up the Connection(s) as defined in the present documents and detailed in the Special Conditions for the duration defined in the Contract, in return for payment of a fixed sum, ************ ************************************************************* ****************, - - LD COM provides maintenance of the Connection(s) for the benefit of the Client, in accordance with Appendix 2 of the present documents; - - The Client will take possession of the Connection(s) following Acceptance, in accordance with the provisions of Appendices 1 and 5 of the present Contract. Subject to the availability of new Connections, including the rights of way relating thereto, each new Connection on French territory, requested by the Client during a period of ********* years as from the signing of the Contract and provision of availability by LD COM, will be the subject of new Special Conditions and will be the subject of a supplement to the present contract. If the Client wishes to benefit from a rental on new Connections for a term identical to the present terms and in return for payment of a fixed non-reimbursable price, such rental will be subject to the same terms and conditions including price conditions as those laid down in the Contract with the exception of the conditions of payment which are as follows: (i) - *** of the price on signature and *** on the Date of Commissioning of the new Connections or (ii) any other condition accepted by the Parties. The Client may only benefit from the provisions in this paragraph for a maximum of ** pairs of F.O.N.s in total per Connection including the F.O.N.s supplied under the present Contract. All of the components making up the connection are subject to special conditions of access and attendance, in particular on the part of the owners and managers of the foundations on which the Infrastructures are installed. Authorisations granted by LD COM pursuant to the present documents as well as the special agreements arising therefrom do not confer on the Client any actual right over the said domains. The present Contract does not confer any right of ownership on the Client in respect of the items made available thereto. 3. TERM The Contract will come into force on the date of signature for (i) a period of twenty (20) years commencing on the Commissioning Date of the last Connection or (ii) the lifetime, subject to Article 5, of the last Connection still in service if this is less than the aforementioned period of twenty (20) years. It is understood that for each Connection the Client will benefit from exclusive right of use in accordance with the stipulations in the present documents for (i) a period of twenty (20) years as from the Commissioning Date for that Connection or (ii) the lifetime of that Connection, subject to Article 5, if it is less than twenty (20) years. The term set in the present clauses is firm. As the present Contract is entered into for a definite term, it is not open to early cancellation, with the exception of the cases stipulated in the Articles 8, 9 and 11.5 of the present Contract. 4. PRICES - CONDITIONS OF PAYMENT 4.1 The price In return for LD COM renting out and making available the Connections defined in the Special Conditions for the term defined herein, the Client undertakes to pay the fixed amount of TWO HUNDRED AND - ------------------ * Omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. SEVENTY MILLION SEVEN HUNDRED AND NINETY FOUR THOUSAND SEVEN HUNDRED FRANCS(270,794,700 FF) corresponding to the total of the fixed sums on a Connection by Connection basis as described in the Special Conditions (the "Price"). Payment of the Price shall be made as follows : - - 15% (fifteen per cent) of the Price on the Contract Signature Date payable no later than sixty five (65) days from receipt of the invoice by fax, the date of the fax confirmation report counting as authentic; - - 45% (forty five per cent) of the Price paid Connection by Connection on the Commissioning Date of the Connection concerned payable no later than sixty (60) days from receipt of the invoice by fax, the date of the fax confirmation report counting as authentic; - - 40% (forty per cent) of the Price paid Connection by Connection six (6) months after the Commissioning Date for the Connection concerned payable no later than thirty (30) days from receipt of the invoice by fax, the date of the Fax confirmation report counting as authentic. This Price is not reimbursable even in the event of early cancellation of the Contract, with the exception of the cases specifically stipulated in Articles 8, 9 and 11.5 and the risk associated with such non-reimbursement has been accepted by the Client. 4.2 Connection Charges The charges for connection of the F.O.N.s amounting to a total of five million two hundred and fifty thousand francs (5,250,000 FF) will be the object of a fixed payment as specified in the Special Conditions and will be invoiced on a Connection by Connection basis as from the Connection Commissioning Date and payable by the Client on the date the invoice is received by fax, the fax confirmation report date counting as authentic. 4.3 Taxes and levies Throughout the term of the Contract the Client will pay the taxes and similar levies of any type whatsoever, which it owes or may owe to the Government, to any local authorities, or to any other public bodies due to use of the connection or Optic Link, pursuant to the legislation in force. No payment of any type whatsoever (and particularly rental charges for occupation of public domains) shall be due by the Client to the owners and managers of the foundations on which the Infrastructures are installed. However, LD COM cannot guarantee the Client that it will not be liable under the laws applying for any tax, as user of the Connection. In the event of a change in the tax laws during the term of the Contract affecting one of the Parties, its co-contractor may in no instance bear the consequences thereof, especially those of a financial nature. 4.4 Invoices Where relevant, taxes, duties and levies in force as at the date on which the invoice is issued, will be added to the price. Invoices intended for the Client will be sent by fax and post to the address indicated by the Client. Subject to the express stipulations in the Contract, settlement of invoices issued by LD COM will take place by bank transfer into the bank accounts detailed and according to the terms and conditions shown on the invoice. Payment thereof will take place no later than forty five (45) days from the date the invoice is received by fax, the fax confirmation report date counting as authentic. Invoices still unpaid on expiry of the time allowed may, in the event of a formal notice by registered letter with acknowledgement of receipt producing no effect for more than eight (8) days, be liable to addition of a fine. This fine shall correspond to one and half times (1.5 times) the Legal Rate of Interest, in force as at the date of invoice, for the period covering the length of time between the due date of payment and the date of actual payment. 4.5 Letter of intent In order to guarantee LD COM payment of the full Price owing by the Client, the said Client undertakes to take out the following guarantee: A letter of intent from the company directly or indirectly controlling the Client, within the meaning assigned by Article L355-1 of the Law of 1966, by which the said company will take the necessary action for the Client to pay LD COM without delay any sum owing in terms of principal amount, interest, charges and accessories and shall substitute for the Client in the event of default by the latter in its obligations to pay the Price. 5. GUARANTEES LD COM undertakes, at its own expense, for a period of ******** years as from its Commissioning Date, to replace all Connections or parts of Connections stipulated in the Contract which no longer comply with the Technical Specifications due to exceeding their life expectancy, so that the Client may continue to benefit from that Connection in accordance with the Technical Specifications. Beyond the ***** year, in the event of the life expectancy of a Connection or a portion of a Connection turning out to be less than the term still to run in the rental of the said Connection, LD COM undertakes, at the request of the Client, to replace the said Connection or portion thereof so that the Client may continue to benefit from that Connection, in return for a price set pursuant to the following formula: The external cost actually borne by LD COM and justified at the request of the Client multiplied by **** corresponding to the project management multiplied by the number of pairs of FONs from which the Client benefits under this Contract the whole divided by the total number of pairs of fibres in the cable. LD COM undertakes to take advantage of all the legal and contractual guarantees it has against its own co-contractors. Furthermore, LD COM undertakes to guarantee the Client peaceful enjoyment of the connections throughout the term of this contract. Subject to any other express guarantee given by LD COM in respect of the Contract, the Client will not benefit from any other express, legal or implicit guarantee relating to the Connections described in the Special Conditions. 6. LIABILITIES - INSURANCE 6.1 Liabilities Each Party shall be liable only for direct material damage it causes to the other Party or to its personnel, in executing the Contract. The total amount of the sums due by each Party pursuant to the implementation of their liability under the Contract may not be greater than three per cent (3%) of the Price paid by the Client as described in Article 4.1. 6.2 Insurance - ------------------ * Omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Each of the Parties has taken out a Third Party Liability policy covering the risks associated with the Contract, with top level insurance companies. In this respect, the Third Party Liability policy thus taken out by a Party must in particular cover any damages it may cause to the other Party, its property or its personnel, neighbours and third parties. Each Party must provide, at the other's request, any declaration of insurance certifying that the above policies have been taken out. 7. INFORMATION - CO-OPERATION BETWEEN THE PARTIES The Parties shall inform each other of events of any type liable to have consequences on the execution of the Contract and the correct operation of the Connection. In order to ensure correct execution of the obligations arising under the Contract, the Parties agree to set up a co-ordination committee, the operating rules and attributions of which are described in Appendix 7. No decision by the committee may have the effect of modifying the provisions of the Contract. 8. CANCELLATION, RIGHT OF WAY, DELAY PENALTY AND RESOLUTIVE CLAUSE 8.1 Principles No cancellation of the Contract may take place before expiry of the Contract, except in the cases stipulated hereunder and those stated in Article 11.5 below. 8.2 Failure to deliver In the event of LD COM being unable to deliver a Connection on the anticipated Date of Availability, the Client may officially warn LD COM to deliver the said Connection as from the sixth week of delayed delivery compared with the Date of Availability. If LD COM is unable to deliver the said Connection within six weeks as from the date of the official warning, the Client may cancel the Connection concerned with immediate effect and claim full reimbursement of the price of the undelivered Connection without prejudice to LD COM's payment of the delay penalties stipulated in the present Article 8. In the event of one or more partial cancellations occurring pursuant to the provisions of the previous paragraph and concerning more than *************** ***** of the linear total of the long distance Connections or *************** ***** of the linear total of the Mainland Connections, the Client may terminate the Contract and claim full reimbursement of the Price, subject to giving the Connections already supplied, back to LD COM. 8.3 Non-execution of an essential obligation In the event of one of the Parties failing to execute any one of the essential obligations incumbent thereon under the Contract, at the request of either of them, the Parties shall institute a consultation procedure on the causes of the said failure, the solutions enabling the situation to be remedied and, where necessary, the timetable for such solutions to be put into practice. In the absence of an agreement within one (1) month of the start of the consultation procedure, or if the Party at fault does not implement the solutions chosen by joint agreement, the other Party may send a registered letter with acknowledgement of receipt containing official warning to remedy the said failure within fifteen (15) days. If, on expiry of that time limit, the official warning has had no effect, the party invoking the lack of execution may, with immediate effect, cancel the Contract or solely the Connection concerned if the non-executed essential obligation affects that Connection only. - ------------------ * Omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. In the event of cancellation of the Contract or of one of the Connections by the Client subsequent to the non-execution of an essential obligation by LD COM, the Client may claim from LD COM and obtain one-off reimbursement of part of the Price, calculated as a percentage, ************************************ *************************************************** as per the table of reimbursement described in appendix 4, subject to the connections concerned being returned to LD COM. In the event of one or more partial cancellations occurring pursuant to the provisions of the present article 8.3 and concerning more than ************** ***** of the linear total of the long distance Connections or ************** ***** of the linear total of the Mainland Connections, the Client may cancel the Contract and claim one-off reimbursement of a part of the Price, calculated as a percentage, ************************************************************ ************************************ as per the table of reimbursement described in appendix 4, subject to the connections already supplied being returned to LD COM. It is understood that in the event of the Contract or one of the Connections being cancelled by LD COM subsequent to the Client failing to execute an essential obligation, the Price paid by the Client in respect of the Contract or cancelled Connection shall in no case be reimbursed. The consequences of cancellation of a right to occupy a private or public domain will not constitute failure to execute an essential obligation. 8.4 Cancellation of the rights to occupy private or public foundations and compensation: In the event of final loss of LD COM's right to occupy foundations belonging to public or private entities due to a fault which could be directly attributable to LD COM (its agents and sub-contractors), LD COM undertakes to supply an alternative solution to the Client, at LD COM's own expense, to enable the said Client to continue to use the Connection concerned by such loss. In the event of an alternative solution of this type being impossible, the Client may cancel that Connection with immediate effect and claim and obtain one-off reimbursement of part of the Price **************************************************** ******************************* as per the table of reimbursement described in appendix 4, subject to the connections concerned being returned to LD COM. In the event of one or more partial cancellations occurring pursuant to the provisions in the previous paragraph and concerning more than *************** ***** of the linear total of the long distance Connections or ************** ***** of the linear total of the Mainland Connections, the Client may cancel the Contract and claim one-off reimbursement of part of the Price, calculated as a percentage ************************************************************** *************** as per the table of reimbursement described in appendix 4, subject to the connections already supplied being returned to LD COM. 8.5 Cancellation of the Contract in the event of withdrawal or non-renewal of the Licence. In the event of withdrawal or non-renewal of the Licence due to decision by the competent administrative authorities considered final, each of the Parties may cancel the Contract with immediate effect subject to written notification one (1) month prior to the date of cancellation. It is understood that in the event of the Contract being cancelled subsequent to withdrawal or non-renewal of the Client's Licence, the Price paid by the Client under the cancelled Contract shall in no case be reimbursed. 8.6 Delay penalties In the event of a delay, in comparison with the Date of Availability stipulated in appendix 3, occurring with any one of the Connections stipulated in the Special Conditions, the following delay penalties shall apply : - ------------------ * Omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. - - *** of the total price of the Connection per week of delay as from the third week of delay having commenced subsequent to the Date of Availability for that Connection as stipulated in the Special Conditions. The delay penalties applying for each Connection are expressly limited to *********** of delay as from application of the first delay penalties; These delay penalties constitute the full and entire compensation for any loss which the Client may suffer due to such delay, the Client consequently waives applying for any additional damages in respect of any delay by LD COM in the delivery of the Connections stipulated in the Special Conditions. 8.7 Resolutive Clause It is expressly agreed between the Parties that, in the event of the Client not being issued the Licence subsequent to a decision by the competent administrative authorities becoming final, the present Contract shall be cancelled automatically. Each of the Parties shall be released from all rights and obligations under the present Contract, and LD COM must return the Client the part of the Price it has already paid, less the sum of one million francs (1,000,000 FF) retained by LD COM as fixed compensation excluding any other damages relating thereto, within forty five (45) days of the date on which the Contract is cancelled. 9. FORCE MAJEURE AND SIMILAR CASES Under the terms of the Contract, any circumstance outside the control of the Parties and unavoidable, making it impossible for the Party affected to execute its obligations, shall be considered as constituting a case of force majeure. In addition to the cases usually admitted according to precedent, the Parties agree, moreover, that the following shall in particular be counted as cases of force majeure within the context of the Contract: - - act by third parties having caused losses such that they directly render it impossible for LD COM to intervene within the time limits set, - - events making intervention by LD COM impossible (demonstration on the public area, external strikes etc.), - - action of water making it objectively impossible for LD COM to attend within the time limits (e.g.: overflowing of river banks, currents greater than 1 knot...), or the freezing of river banks or the river itself, - - act by public or private entities, as manager or owner of the foundations on which LD COM has right of occupation for the needs of the Connection concerned, making it impossible for LD COM to intervene within the time limits (especially the exceptional time limit for access imposed for reasons of public concern), - - An alteration to the placement of the Infrastructures due to modifications imposed by any public or private entity, as manager or owner of the foundations on which LD COM has right of occupation. In this case, the Parties shall immediately contact each other in order to examine the conditions in which such modification may be realised, minimising the risks to continuation of the Client's operation as far as possible. - - Any decision by managers of rights of way which would prevent LD COM or its subsidiaries from having access to the Connections, provided that such a decision is not the direct consequence of a proven fault by LD COM. - ------------------ * Omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Neither Party shall be considered at fault or in breach of its contractual obligations as long as non-execution of its obligations is prevented by a case of force majeure or similar. However, the Parties shall do everything possible to meet their obligations. If one of the Parties considers that a case of force majeure or similar may hinder execution of its obligations, it must notify this to the other Party as soon as possible by fax and registered letter with acknowledgement of receipt. The Parties shall consult each other to limit the effects of the force majeure or similar event. If a case of force majeure or similar event prevents LD COM from executing an essential obligation for a period of more than three (3) months, each of the Parties may cancel the Contract according to the conditions laid down in Article 8.3 above 10) CONFIDENTIALITY The Parties undertake to maintain strictly confidential both within their own group and their subsidiaries and in relation to third parties, information or documentation of any type hereinafter referred to as "the Confidential Information" they may be obliged to exchange with each other in the context of the present Contract or of which they might otherwise obtain knowledge in any way whatsoever and in any form whatsoever, in respect of the present Contract. 11) COMMON PROVISIONS 11.1 Exclusivity Up to completion of the Contract, the Client shall have exclusive possession of the Connections from which it benefits. 11.2 Access to the Connections Unless LD COM has given its express permission in advance, the Client has no access to the Connections made available and must not in any circumstance move, relocate, disturb, handle or be in contact in any way whatsoever with the said Connections with the exception of the end terminals connected to the Client's Active Equipment. 11.3 Assignment of the Contract The present Contract is entered into intuitu personae between the Parties. The rights and obligations of the Parties as arising from the present contract documents cannot be transferred or assigned to a third party by any method whatsoever without the express prior written agreement of the other Party. However, it is expressly agreed that this agreement may not be refused in the event of assignment or transfer to a company within the group of the assigning Party; it being specified that "group" means subsidiaries, sister companies and other companies in which more than thirty per cent (30%) is directly or indirectly held by the same ultimate parent company. 11.4 Sub-letting The Client is not authorised to sub-let all or any of the Connections until LD COM's prior written consent is obtained. 11.5 Change of control - merger In the event of a third party directly or indirectly taking control of a Party, within the meaning assigned by Article 355-1 of Law No. 66-537 of 24 July 1966, the Party shall still be obliged to adhere to all the rights and obligations incumbent thereon under the Contract. Moreover, in the event of merger of a Party, either by take-over by a third party company, or by creating a new company, as in the case of scission, or partial contribution of assets, the rights and obligations incumbent upon that Party under the present Contract shall be incumbent in full upon the company taking over, or on the new company or on any other entity or person coming into the rights of that Party. In the event of failure to execute the obligation described hereunder, the Party which is the victim of such non-execution may cancel the Contract with immediate effect pursuant to the provisions of Article 8.3. The Party concerned by the merger, scission or partial contribution of assets must inform the other Party of the said operation fifteen days at most after final realisation thereof. 11.6 Contractual relations The invalidity or illegality of any provision in the Contract which is not of an essential nature shall not jeopardise the validity of the other provisions. The Parties agree to replace the invalidated provisions by provisions as close as possible to their joint intention as expressed in the context of the Contract. Any modification of the Contract shall be the subject of a written endorsement signed by the duly authorised representative of each of the Parties. The Parties expressly agree to contact each other in the event of modification of the legislative and statutory instruments in force as at the date on which the contract is signed, concerning the subject thereof, if such modification is liable to substantially affect the conditions of execution of the Contract. 11.7 Waiver The fact of one of the Parties not availing itself at a given moment of any of the rights conferred thereon by the Contract, cannot be interpreted as waiving any subsequent use of any of the said rights. 12) DISPUTES The Parties shall endeavour to reach an amicable solution on any dispute liable to occur between them due to the interpretation or execution of the Contract. In the absence of an amicable agreement within a reasonable time, any dispute relating to execution and interpretation of the Contract shall fall within the exclusive jurisdiction of the PARIS Commercial Court. 13) LAW APPLYING - TRANSLATION The Contract is subject to French law. If translations of these documents, or of the documents attached thereto, are made, the French version alone shall be deemed authentic. 14) ELECTION OF DOMICILE - NOTIFICATION The Parties elect domicile at the addresses shown at the head of these documents. Furthermore, the Parties nominate the following persons as mutual contacts throughout the term of the Contract: For LD COM : - - the Commercial Manager - - the Financial Manager For the Client : - - the Technical Manager - - the Financial Manager Any modification to these items must be imparted to the other Party by the Party concerned in the form of a written notification. 15) CONTRACTUAL DOCUMENTS The Contract is made up : - of the present documents in particular comprising : - Appendix 1 : Connection Service - Appendix 2 : Connection Maintenance - Appendix 3 : Special Conditions - Appendix 4 : Table of Reimbursement - Appendix 5 : Acceptance - Appendix 6 : Technical Specifications - Appendix 7 : Co-ordination Committee. In the event of contradiction between the articles of this contract and the appendices, the latter shall take precedence. Drawn up in duplicate in Paris on 26 April 2000 THE CLIENT LOUIS DREYFUS COMMUNICATIONS Name : THIERRY MILEO Name : FREDERIC GASTALDO Title : CHAIRMAN Title : MANAGING DIRECTOR Signature : /s/ Signature : /s/ ------------------------ ----------------------- APPENDIX 1 CONNECTION SERVICE 1. DESCRIPTION OF THE CONNECTION SERVICE 1.1 Availability LD Com shall deliver the connections to the Client on a date indicated in the Special Conditions and described as the "Date of Availability". As from that date, the Client may carry out Acceptance of the Optic Links as specified in Article 1.2 hereunder. The limit of LD COM's liability is constituted by the Delivery Points. On the Date of Availability, the Client may commence operation of the Connections subject to prior payment of the sums due in respect of the invoices relating to the various Services supplied by LD COM. 1.2 Acceptance Acceptance of the Connections shall be made by the Parties at the invitation of LD COM. The Acceptance shall take place in accordance with the procedure described in Appendix 5, subject to the provisions hereunder. LD COM shall inform the Client of the date of the Acceptance procedure, by letter or fax at least eight (8) days in advance. If it is impossible for the Client to attend the Acceptance on the date stated, it must notify LD Com in writing two (2) days prior to the initial Acceptance date and offer a new date which may not be more than twenty one (21) days later than the initial Acceptance date. Any postponement of the initial date will also involve postponement of LD COM's obligations inherent in that date. Failure by the Client to adhere to the above procedure will result in the said Client being deemed to have accepted the original Acceptance Date as proposed by LD COM and it must attend the Acceptance location. Should the Client or its duly empowered representative not be present, Acceptance of the Connection will be pronounced, without the Client being able to dispute the contents thereof or put forward reservations subsequently. During the Acceptance operations and on completion of the tests, the Parties shall proceed on site to sign the certificate of Acceptance for the Optic Link(s). In the event of Minor Reservations being issued on signing the Certificate of Acceptance, the Parties shall jointly define the time limit given to LD COM to lift the said reservations and shall show this time limit on the said certificate. These Minor Reservations are not considered to call into question the compliance of the Connections with the Technical Specifications. The lifting of the said reservations by LD COM shall be the subject of a letter or fax sent to the Client; it will not give rise to a new Connections Acceptance procedure. In the event of Major Reservations being issued when the Certificate of Acceptance is signed, the Parties shall jointly define the time limit given to LD COM to lift the said reservations and shall show this time limit on the said certificate. This time limit does not imply postponement of LD COM's obligations at that date. The lifting of the Major Reservations shall be the subject of a second Acceptance procedure. LD COM will inform the Client of the date of the said Acceptance by letter or fax, at least eight (8) days prior to it taking place. In the event of it being impossible for the Client to attend the second Acceptance on the date stated, the said Client must advise LD Com in writing two (2) days prior to the date of the second Acceptance and suggest a date which may not be more than five (5) days later than the date of the said Acceptance. The Connection Commissioning Date corresponds to the date on which the Certificate of Acceptance is signed without reservations or with Minor Reservations, or the date on which the certificate of second Acceptance is signed, in the case of Major Reservations. 2. CONNECTION OF THE LINK Connection of the Links will take place at the Delivery Points. Whatever the case, LD COM or its agent(s) shall alone be empowered to intervene to make the said Connections, the Client may observe at the operations. The Parties shall meet as soon as possible to examine whether it is necessary to contact the managers of the neighbouring networks to carry out the Connection(s). If the Client or persons designated by the Client wish to observe or participate in the Connection operation, the Client undertakes to bring to the knowledge of the firms present during the operations, all safety rules sent by LD COM. Moreover, LD COM will offer the Client, within forty five (45) days of a written request from the Client and subject to the feasibility of such an operation, a Connection plan starting from certain connection chambers for its Link to the connection chambers of other networks already in existence, in accordance with the technical and financial conditions as well as a schedule to be defined mutually between the Parties. APPENDIX 2 CONNECTION MAINTENANCE 1. QUALITY LD COM guarantees the Client maintenance of Optic Continuity for each Connection specified in the Special Conditions. LD COM or its agents or sub-contractors (acting under LD COM's entire responsibility) shall provide preventive and corrective maintenance of the Connections. LD COM shall do everything in its power, subject to the Client supplying the information and authorisations necessary, to ensure maintenance of the connections belonging to the Client and situated between the LD COM infrastructures and the Client's sites. It is understood that the time limits for attendance, except where given for information purposes, and the penalties laid down in this appendix, shall not apply to this maintenance service. The Client may benefit from this service on a maximum of four (4) connections on each of the towns served by LD COM's mainland network as specified in Appendix 3. This maintenance will be free of charge with regard to preventive maintenance and invoiced at a price equivalent to the external costs actually borne by LD COM and proven at the Client's request, multiplied by *** (corresponding to the project management) for corrective maintenance. 2. PREVENTIVE MAINTENANCE Preventive maintenance procedures shall be carried out by LD COM or its agents taking all steps to limit interruption to the services operated by the Client. Preventive maintenance consists of carrying out : - - every year: visual inspection of the part standing out from the Infrastructure unit. - - every year: reflectometry measurement and an optic assessment at one thousand three hundred and ten and one thousand five hundred and fifty (1310 and 1550) nm on a pair of control fibres available along the route of the Connection which will be sent to the Client. Preventive maintenance particularly includes labour and replacement of faulty equipment and upkeep of maintenance documentation and log book. Within the framework of preventive maintenance operations, LD COM or its agents may be obliged to carry out works for the needs of keeping the domain or the Connections reliable; in this case the Parties agree that : A list of the works scheduled by LD COM or its agents, giving rise to planned suspensions of the Connection Service, will be sent to the Client, at least twenty one (21) days before commencement of such works. In its prior notification, LD COM or its agents shall specify the date, time, place and expected duration of the works scheduled as well as their nature and the potential technical consequences to the Connection. If, due to the urgent need to intervene in view of the risks of Interruption involved for the Connection, the above period of twenty one (21) days cannot be adhered to, LD COM or its agents shall inform the Client without delay that such works are to be carried out, indicating the nature and potential technical consequences to the network as well as the expected duration. The consequences of such works shall be dealt with as per the terms and conditions for corrective maintenance. - ------------------ * Omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. LD COM or its agents shall then take the steps necessary to limit any disturbance to the Connection, in consultation with the Client, and as far as possible, will carry out the works in a time slot compatible with the Client's business activity, the above to be the subject of a written agreement negotiated reasonably between the Parties. 3. CORRECTIVE MAINTENANCE 3.1 Method of notification On noting a Malfunction or Interruption, the Client will notify LD COM's Call-out Centre by telephone and then by fax, the details of this centre being sent to the Client. The request for call-out must include the information required to identify the problem and the location where it has been discovered. The period of Malfunction or Interruption will be measured as from receipt of the said fax, also corresponding to the starting point for the time limits set out in Article 3.2 below. The Client will not ask LD COM or its agents to attend until it has made sure that the fault does not originate from its own Active Equipment. The Client's requests for attendance, in French or English, are receivable on a 24 hour, 7 days a week basis. On receipt of a request for attendance, LD COM will designate a contact person who will keep the Client informed on the progress of the diagnosis and reinstatement of Optic Continuity. The Client will provide access to the premises and to the ODF, and all information necessary for LD COM's engineer or agents, responsible for repairing the fault. For any Malfunction or Interruption, the Parties will consult each other to remedy the problems with necessary speed and to set the dates for repair. At its own expense, LD COM will make a diagnosis and repair the Optic Link in the event of Interruption or Malfunction, with the exception of an Interruption or Malfunction caused by the Client. In the case of Malfunction or Interruption due to the Client, or due to a contractor acting on behalf of the Client, call-outs and repairs shall be carried out at the Client's expense. LD CON may then offer its assistance to the Client to enable it to solve its problems. In this case, LD COM will then invoice its services to the Client. Any intervention by LD COM, unjustified or for test purposes, requested by the Client, and not involving any repair, will be borne by the Client for a fixed price of ten thousand (10,000) French Francs. 3.2 Time limit for re-establishment In the event of Interruption to one or more of the Optic Links, LD COM or its agents shall endeavour to re-establish Optic Continuity without additional charge to the Client, within the time limit expressed below. In the event of replacement Optic Links being available, the maximum length of time for Re-establishing Optic Continuity, is set at *************. Subject to the availability of an unlit fibre rented by the Client under this Contract, not affected by the Interruption and mirroring the Optic Link interrupted, this time limit will be reduced to ********** hours. The Client undertakes to provide in advance a list of Connections for which the maximum time limit for Re-establishing Optic Continuity may be reduced to ********* hours. For the needs of this paragraph it is understood that a non-lit mirror fibre has the same departure O.D.F. and the same arrival O.D.F. as the Optic Link interrupted. In the event of the Client needing to attend to its own O.D.F. to permit restoration of the Optic Link interrupted, LD COM's obligation will be limited to attending to its own O.D.F. within ********* hours. In this case, no penalty can be applied to LD COM. - ------------------ * Omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. In all cases where the replacement Optic Links are not available, LD COM undertakes to Re-establish Optic Continuity within a maximum of ******* hours for the terrestrial sections of the Connection *********** hours for the river parts of the Connections. The lengths of time before Re-establishment of Optic Continuity are set as from the request for attendance made by the Client in accordance with the procedure described in Article 3-1 above. Restoration of Optic Continuity will take place as quickly as possible and as far as possible within a period of ********** working days, whatever the case, the time limit and the date being agreed jointly between the Parties. LD COM or its agents shall inform the Client that Optic Continuity is Restored by letter, fax or electronic mail. In the case of Re-establishment the Parties may agree that the Re-establishment can constitute a Restoration. 3.3 Delay penalties If, following an Interruption, no Re-establishment was made on expiry of the time limits indicated in Article 3.2, for reasons attributable to LD COM (including its sub-contractors) and having occurred other than as a result of a case of Force Majeure or due to act by third party, LD COM shall pay the Client penalties calculated as follows: - - ** of the amount determined by the length of the Connection in kilometres as described in the Special Conditions multiplied by *** ******************* per hour of delay between one (1)and eight (8) hours over and above the time limit for Re-establishment specified above, - - ** of the amount determined by the length of the Connection in kilometres as described in the Special Conditions multiplied by *** ******************* limited to 500 kilometres, per hour of delay between eight (8) and sixteen (16) hours over and above the time limit for Re-establishment specified above, - - ** of the amount determined by the length of the Connection in kilometres as described in the Special Conditions multiplied by *** *****************, limited to 500 kilometres, per hour of delay exceeding sixteen (16) hours over and above the time limit for Re-establishment specified above, The total amount of the penalties per Connection annually may not exceed 100% of the amount determined by the length of the relevant Connection in kilometres as defined in the Special Conditions multiplied by ***************************. Over and above (55) fifty five hours per year Service Interruption on a terrestrial Optic Link or over and above (100) one hundred hours per year Service Interruption on a river Optic Link, for reasons attributable to LD Com and occurring other than as the result of a case of Force Majeure, LD COM will pay the Client penalties equivalent to the amount determined by the length in kilometres of the Connection made up of the Optic Link in question, as defined in the Special Conditions, multiplied by *************************. In the event of the Client confirming on a given Connection during the course of a year, more than one hundred and ten (110) hours Service Interruption on a terrestrial Optic Link or two hundred (200) hours a year Service Interruption on a river Optic Link, for reasons attributable to LD COM and occurring other than as a result of a case of Force Majeure, the Client may cancel the Connection pursuant to Article 8 of the Connection Service Contract. 3.4 Log book All call-outs carried out by LD COM or its agents to the Optic Links and the plugs, as well as the events which have given rise thereto, must be recorded by LD COM or its agents in a registered entitled "Log - ------------------ * Omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Book", kept on the premises of LD COM or its agents, an extract of which may be sent out on request justified by the Client. For each call- out by LD COM or its agents, this "Log Book" must comprise as a minimum, the following information for each Interruption: date, starting and ending time, nature of the problems found, work carried out and sub-assemblies replaced, inspections carried out, persons attending. Once a year, LD COM will inform the Client of the condition of the Optic Links over the previous twelve months. 3.5 Acceptance procedure after Interruption So that the Client may check that the Optic Link which sustained the Interruption or the Malfunction complies once more with the Technical Specifications defined in the Special Conditions, on Re-establishment or Restoration the Parties shall jointly carry out a simplified Acceptance procedure, in accordance with the provisions below: LD COM shall notify the Client, by letter or fax (hereinafter referred to as the "Letter"), that it has proceeded to Re-establish Optic Continuity. The completion of LD COM's involvement and consequently the end of the period of Interruption, pursuant to the provisions of Article 3.2, shall be constituted by the time shown in the letter sent to the Client. Prior to sending the Letter, LD COM will have checked that the Optic Links comply with the Technical Specifications. The Client's silence, for 72 hours following receipt of the Letter with acknowledgement of Receipt, will count as approval by the said Client of the procedures and Acceptance constituted by the Re-establishment of the Optic Links and shall discharge LD COM from all liabilities relating to the Re-establishment and Restoration of the Optic Links. If within the aforementioned 72 hour period, the Client disputes the result of the procedures carried out by LD COM, LD COM will invite the Client to carry out its own Acceptance during which the Connection will be interrupted. This time limit for dispute cannot incur the liability of LD COM especially pursuant to Article 3.3. The letter must contain the new optic measurements made after Re-establishment or Restoration. 3.6 Special Works The Client may ask LD COM to carry out special maintenance works not covered by the Contract. This type of request must be the subject of an estimate drawn up by LD COM and shall require an order form to be signed, including details of the works as well as the total amount for such intervention. APPENDIX 3 SPECIAL CONDITIONS This Appendix contains a description of the Connections supplied by LD COM under the Contract with the price per Connection, the Dates of Availability as well as the departure and arrival sites for each Connection. The distances provided for each Connection are supplied for information purposes only. Likewise the exact number of Sites may vary marginally in comparison with the information supplied in the present appendix. LONG DISTANCE CONNECTIONS NORTH RING SPAN DEPARTURE ARRIVAL SITE SITE Connection Connection Estimated distance reference Description type Descr. type N-1 *************** ********* ********* **** etc etc. Linear long distance deducted at the edges of the towns Fixed price for Cost of PRO connections Date made the supply of and installations available in distance in value 2 pairs of FONs etc etc.
- ------------------ * Omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. LONG DISTANCE CONNECTIONS CENTRAL RING SPAN DEPARTURE ARRIVAL SITE SITE Connection Connection Estimated distance reference Description type Descr. type C-1 *********** ********** ********* **** etc etc. Linear long distance deducted at the edges of the towns Fixed price for Cost of PRO connections Date made the supply of and installations available in distance in value 2 pairs of FONs etc etc.
- ------------------ * Omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. LONG DISTANCE CONNECTIONS CENTRAL RING SPAN DEPARTURE ARRIVAL SITE SITE Connection Connection Estimated distance reference Description type Descr. type N-1 ******************** ********* ********* Site etc etc. Linear long distance deducted at the edges of the towns Fixed price for Cost of PRO connections Date made the supply of and installations available in distance in value 2 pairs of FONs etc etc.
- ------------------ * Omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. MAINLAND CONNECTIONS ACCESS TO PR.O.s Connection 1st feeder Estimated Availability Fixed price Connection reference distance to for the supply charges PRO LDCom of 2 pairs of PROs and F.O.N. installations etc.
APPENDIX 4 TABLE OF REIMBURSEMENT Year Updated value ******* of the rental up (updated to year n rate) Value of remaining rental as from end of year n Percentage of the connection Price reimbursed Example of ** *** reimbursement: ******* Paris-Conde (price of the Link connection) - ------------------ * Omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. APPENDIX 5 : ACCEPTANCE PROCEDURES 1. INTRODUCTION The Acceptance Procedure will comprise (i) the measurements carried out on site by LD Com as described below and also (ii) the presentation of a connection file as specified below. The optic measurements will be carried out on all the fibres made available to the Client, Optic Link by Optic Link. These measurements will concern: - - Fade per unit length - - Localised fade (loss at connectors, splicing and irregularity of the fibre) - - Optic Balance - - Chromatic dispersion - - PMD 2. FADE PER UNIT LENGTH AND LOCALISED FADE 2.1 Objectives This measurement estimates the optic continuity, connection faults, splicing, fade per unit length and the fibre length. Operational method The following operations and data must be complied with to measure retro-scatter - - A measurement of the retro-scatter will be taken fibre by fibre in both directions (O -> E, E -> O) at a length of 1550 nm for Optic Link cables in the long distance infrastructure, and 1550 nm and 1310 nm for Optic Links in the Mainland Infrastructures, with the exception of Connection M 18 (Rheims 2. Feeder). - - The same equipment (reflectometer, damping coil and connection lead) for each of the 2 measurement directions. - - The refraction index will be chosen according to the constructor's instructions or if the latter are not available, by taking an average utilisation value set at 1.47 (G652 fibre). - - The pulse widths below are used for the measurements - ------------------------------------ ---------------------------------- --------------------------------- Length of Optic Link LESS THAN 20 Km GREATER THAN 20 Km - ------------------------------------ ---------------------------------- --------------------------------- Pulse width LESS THAN OR EQUAL TO 500 ns LESS THAN OR EQUAL TO 5 ns - ------------------------------------ ---------------------------------- ---------------------------------
Loss of splicing The average algebraic value of the fade on splicing is calculated for each fibre, from measurements made in both directions. This average for each Optic Link must be less than or equal to 0.2 dB. Similarly, the maximum value of a splice must be less than or equal to 0.3 dB (average measurement in both directions). No reflection peak will be acceptable on splicing done by welding. Loss of connectors Designation of connectors is carried out using a damping coil minimum length 2000 metres and with optic properties close to those used on the Optic Link measured. The average algebraic value of the fade at the connector is calculated from the measurements taken in both directions. The maximum value of a connector fitted with a double plug must be less than or equal to 0.5 dB. Loss due to irregularities The maximum value of the fade, produced by an irregularity and measured in both directions, must be less than or equal to 0.1 dB (algebraic average in both directions) Fade per unit length The fade in the fibre per unit length (average in both directions measured at the point of service delivery) must be less than or equal to 0.35 dB/Km for a wave length of 1310 nm and must be less than or equal to 0.25 dB/Km for a wave length of 1550 nm 3. OPTIC BALANCE 3.1 Measuring the balance by reflectometry Objective This measurement enables the overall attenuation of the Optic Link to be estimated. Operational method - - The retro scatter will be measured fibre by fibre in both directions (O -> E, E -> O) at a length of 1550 nm for Optic Link cables in the long distance infrastructure, and 1550 nm and 1310 nm for Optic Links in the Mainland Infrastructures. - - The same reflectometer and the same damping coils and optic jump leads will be used for each of the 2 measurement directions. 3.2 Measurement of the Balance by insertion Objective This measurement enables the fade in an Optic Link to be measured by subtraction of the exiting optic power measured by the injected optic power. Operational method The following operations and data must be complied with to measure the fade on each Optic Link - - For each of the 2 directions of measurement, the same equipment will be used (Transmitter and optic receiver, connection leads) - - Before measuring the Connection Balance, calibration of the receiver will take place from the transmitting source and jump leads. This calibration will lead to a reading of the PO reference value of the power received. - - After calibration the transmitter will remain under power whereas the receiver will be conveyed to the other end of the connection. At the same time, the jump lead will be connected to the end where the optic source is situated. - - The equipment used will directly deliver the attenuation of the Optic Link in dB after returning to 0 dB on calibration. - - After completion of the Link measurements, a new calibration will take place in order to make up for any errors in manipulation. If a discrepancy greater than 0.5 dB is found with the first reference value, a second series of measurements will be carried out. 4. CHROMATIC DISPERSION Objective This measurement enables the chromatic dispersion of an Optic Link to be assessed. Operational method - - A measurement of the chromatic dispersion will be carried out fibre by fibre. - - This measurement is carried out in one direction only. 5. PMD Objective This measurement enables the PMD of an Optic Link to be measured. Operational method - - A measurement of the PMD will be carried out fibre by fibre by interferometry. - - This measurement is carried out in one direction only. 6. CONNECTION FILE The connection file will include the optic measurements and the identifiers for the optic links and the delivery points. Furthermore, LD Com will supply the verification plans relating to the Connections, within three (3) months of Acceptance. APPENDIX 6 : TECHNICAL SPECIFICATIONS As at the Date of Availability, the F.O.N.s must comply with ITU standard G652. The contractual values are repeated below. Any measured value greater than the value calculated using the formula above is counted as a major reservation. The values apply Connection by Connection.
- ---------------------------------------- ------------------------- ------------------------- Specifications Average Maximum - ---------------------------------------- ------------------------- ------------------------- Splicing etc. - ---------------------------------------- ------------------------- ------------------------- Connector - ---------------------------------------- ------------------------- ------------------------- Irregularity - ---------------------------------------- ------------------------- ------------------------- Fade per unit length (1310 nm) - ---------------------------------------- ------------------------- ------------------------- Fade per unit length (1550 nm) - ---------------------------------------- ------------------------- ------------------------- Chromatic dispersion 1310 nm - ---------------------------------------- ------------------------- ------------------------- Chromatic dispersion 1550 nm - ---------------------------------------- ------------------------- ------------------------- PMD - ---------------------------------------- ------------------------- -------------------------
APPENDIX 7 : CO-ORDINATION COMMITTEE 1. PRINCIPLES The Parties shall keep each other informed of events of any type liable to have consequences on execution of the Contract and correct operation of the Connection or Connections described in the Special Conditions. In order to ensure correct execution of the obligations arising from the Contract, the Parties agree to set up a Co-ordination Committee (hereinafter referred to as the "Committee") with operating rules based on the principles jointly drawn up in relation to management of the project. No decision by the Committee can have the effect of altering the provisions in the Contract. 2. COMPOSITION OF THE COMMITTEE At the first Committee meeting, LD COM and the Client shall submit a specific list of the persons in charge of the different aspects which may be tackled during Committee meetings. Each of the Parties will nominate its representatives on the said Committee, the number and skill areas of whom, for each Party, will be at least those described below : - - A Project Manager ; - - A Project Head for each area of activity: - GC Fibres and Transmission for the Client - Sites and Fibres for LD COM; The Project Managers must : - - be skilled in the technical fields relating to the services carried out in the context of the Contract, - - possess the usual delegations of power enabling them to make day to day decisions, throughout the progress of the project, - - have full and entire authority on behalf of each Party over the personnel involved in the project, - - centralise the information and circulate it to the project heads concerned, - - ensure the Contract and the schedule are adhered to. If possible, the Project Managers should be the same people throughout the duration of the project. In response to a request considered reasonable from one of the Parties, the other must offer another person as Project Manager. The Project Heads shall organise and run the meetings on their particular project, ensure problems are solved, define action to be taken and make sure their planning schedules are adhered to. 3. REGULARITY Between the date the Contract is signed and one week after the date of Acceptance of the Last Connection stipulated in the Special Conditions, the Committee will meet as follows, twice a week, the days being set at the first meeting: - - A project progress meeting with the Project Heads (level 1) either in person , or by telephone, - - A project management meeting with the PROJECT Managers and the Project Heads (level 2), in person. Beyond the date of Acceptance of the last Connection stipulated in the Special Conditions, another committee will replace the first one and the regularity of the meetings of this new Committee will be reduced to one meeting every year or any other period the Parties decide at the last level 2 meeting during the period described above. 4. DECISIONS AND MINUTES The Parties will take turns in drawing up the minutes of the Committee meetings. Each set of minutes will be approved and signed by each of the Parties at the end of the meeting or start of the next meeting. The Party which has drawn up the draft minutes will Email a copy of the said minutes to the persons listed therein as soon as possible and in any case, before the next meeting of the same level. It is understood that no decision taken at Committee meetings will have the effect of altering the provisions of the Contract. 5. CO-OPERATION RELATING TO CIVIL ENGINEERING WORKS, RIGHTS OF OCCUPATION AND CONSTRUCTION OF FIBRE OPTIC CONNECTIONS BETWEEN THE CLIENT'S P.O.P.S AND LD COM'S DELIVERY POINTS The aforementioned Committee will also be responsible for monitoring the civil engineering works, management of rights of occupation and the construction of fibre optic connections between the Client's P.O.P.s and LD COM's points of delivery. Furthermore, the principles selected by the Parties concerning the works monitored by that committee are as follows: - - the Parties undertake to do everything in their powers to use the same sub-contractors; - - LD COM undertakes to assist the Client in the procedures necessary including any transfers of rights of way, in order to file the applications required, and where necessary, obtain permission from the highways and other administrative bodies needed to execute the fibre optic connections between the Client's P.O.P.s and LD COM's points of delivery. It is understood that the Client will bear any external costs, proven at the Client's request, which may be incurred by LD COM regarding this paragraph. EX-10.13 11 ex-10_13.txt EXHIBIT 10.13 Exhibit 10.13 STANDARD FORM CONTRACT FOR ACCESS TO SUBSCRIBER'S LINE between FirstMark Communications Deutschland GmbH Uhlandstrasse 179/180 10623 Berlin - hereinafter "FirstMark" - and Deutsche Telekom AG Friedrich-Ebert-Allee 140 53113 Bonn - hereinafter "Telekom" as per 19 November 1999 MAIN CONTRACT LIST OF CONTENTS 1 INTRODUCTORY STATEMENTS 4 2 DEFINITIONS 4 3 SUBJECT MATTER OF THE CONTRACT 5 4 PRELIMINARY REQUEST 7 5 ORDERING, PROVISIONING, TERMINATION 7 6 OBLIGATION TO DISCLOSE 8 7 TESTING TECHNIQUE 8 8 INTERFERENCE SUPPRESSION 9 9 PRICES / TERMS OF PAYMENT 9 10 RESERVATIONS CONCERNING MODIFICATION TO PERFORMANCE 10 11 LIABILITY 10 12 PERIOD / TERMINATION 10 13 REQUEST TO MODIFY 11 14 CONFIDENTIALITY CLAUSE 11 15 RECIPROCITY 12 16 STANDARD OFFER 13 17 SUBMISSION TO REGULATORY AUTHORITY 13
Main Contract Version: 19 November 1999 Page 2 18 CLAUSE OF ADJUSTMENT AND INEFFECTIVENESS 13 19 FINAL PROVISIONS 13
Main Contract Version: 19 November 1999 Page 3 Between FirstMark Communications Deutschland GmbH, called hereinafter: "FirstMark" and Deutsche Telekom AG, called hereinafter: "Telekom" the following agreements have been stipulated: 1 INTRODUCTORY STATEMENTS FirstMark is a provider of telecommunications services to the genreal public. The Telecommunications Act (TKG), enacted on 1 August 1996, and the Network Access Ordinance (NZV) of 23 October 1996, issued pursuant to Section 35 para 5 and Section 37 para 3 of TKG contain standards regulating the grant OF access to subsriber's line in the form of special network access. The following provisions regulate the access to subsriber's lines, i.e. to those lines that lead from the main distributor to the end customer's telecommunication line unit (TAE). The main part hereof contains the general terms of contract. Provisions for technical and operational details, specifications of performance, prices, notes concerning the organizational procedures as well as other specific provisions have been added as Annexes and Appendices for editorial reasons as well as to facilitate any later amendment; as such, they form part of the Contract. 2 DEFINITIONS For the construction of the terms used in this Contract and in its Annexes and Appendices, the definitions set out in Annex 1 - Definitions - shall be considered in the first place, provided that no other construction results from the context. Main Contract Version: 19 November 1999 Page 4 3 SUBJECT MATTER OF THE CONTRACT 3.1 SPATIAL ACCESS (COLLOCATION) Spatial Access (Collocation) is required for access to the subscriber's line. Said access shall be offered for installing the related equipment in each exchange area (at main distributor site) under the following variants: a in Telekom's rooms (physical collocation) b virtual collocation, in the event of circumstances which objectively do not, or do not any longer, justify physical collocation If FirstMark has already at its disposal any premise for another contractual relation regarding physical collocation in the relevant exchange area (at main distributor site), said premise shall be used by FirstMark - if there is enough room to do so - for installing the equipment necessary for access to the subscriber's line. If that is the case, only the additional services necessary for access to the subscriber's line shall be charged as consideration for the provisioning and lease of Spatial Acess. The description of service is specified under Annex 2 "Spatial Access/Collocation". 3.2 ACCESS TO SUBSCRIBER'S LINE Telekom shall offer access to the subscriber's line in debunched form, i.e. without series-connected transmision or switching equipment, yet, if required, inclusive of transmission or other passive technical equipment inserted between main distributor and telecommunication line unit, according to the variants listed under Annex 3. Furthermore, Telekom shall provide access to subscriber's line in bunched form, i.e. inclusive of series-connected equipment in accordance with the variants listed under Annex 4. The access to subscriber's line leased to FirstMark shall be dedicated to FirstMark's own use exclusively. No transfer to third parties shall be allowed. No debunched access shall be offered where Telekom represents facts which objectively do not allow for such an offer to be made in the individual case. Main Contract Version: 19 November 1999 Page 5 Such facts may be, in particular, if due to actual utilization of the requested subscriber's line, transmission equipment is already used for multiple utilization of the medium and if through this subscriber's line, even in the future, other end customers need to be served different from those of the competitor applying for access, or if, due to demand, relevant equipment has to be installed for the first time in order to serve other end customers in addition to those of FirstMark. Similar provisions shall apply in the event that FirstMark's end customer is to be served additionally by Telekom or other competitors through said subscriber's line. In such cases, Telekom shall offer access to subscriber's line only in the variant listed under Annex 4. In the event that the facts represented by Telekom as grounds for the denial of debunched access are contested, the two-step evidence procedure as described under Annex 10 shall apply. Should there be only residual capacities available because of actual use of subscriber's line by Telekom and/or other competitors, Telekom shall offer said capacities in the form of bunched access to subscriber's line pursuant to the procedure stipulated under 2.2 in annex 5 - Ordering, provisioning, termination. There shall be no claim to access to subscriber's line if there is no free subscriber's line available and if no further use of the subscriber's line capacity to the full is possible. Lines required by Telekom as operational reserve shall not be deemed free subscriber's line pursuant to the subparagraph hereinbefore. If the line which was originally allocated to operating reserve is actually used as a subscriber's line at the moment of the order, and if this is requested by FirstMark, said line shall be offered to FirstMark by Telekom as well. The operating reserve listed hereinafter, which is not made available for access to subscriber's line and which is available, even to Telekom, only in the cases defined under Annex 1, shall comprise:
- -------------------------------------------------------------------------------------- PAIRING OF CABLE NUMBER OF COPPER PAIRS FOR (NUMBER OF COPPER PAIRS) OPERATING RESERVE - -------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------- up to 10 1 - -------------------------------------------------------------------------------------- >10 - 50 3 - -------------------------------------------------------------------------------------- >50 - 100 5 - -------------------------------------------------------------------------------------- >100 - 200 10 - -------------------------------------------------------------------------------------- >200 - 500 25 - -------------------------------------------------------------------------------------- >500 - 1000 50 - -------------------------------------------------------------------------------------- >1000 - 2000 100 - --------------------------------------------------------------------------------------
Main Contract Version: 19 November 1999 Page 6
- ----------------------------------------------------------------------------------------------- NUMBER OF GLASS FIBERS PER CABLE NUMBER OF GLASS FIBERS FOR OPERATING RESERVE - ----------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- > up to 24 2 - ----------------------------------------------------------------------------------------------- >24 to 60 4 - ----------------------------------------------------------------------------------------------- >60 to 96 6 - ----------------------------------------------------------------------------------------------- >96 to 132 8 - ----------------------------------------------------------------------------------------------- > 132 10 - -----------------------------------------------------------------------------------------------
No access to subscriber's line shall be offered if no compliance with the applicable ONP standards (Directive 90/387/EEC) can be reached, in particular not by contractual provisions. 4 PRELIMINARY REQUEST Prior to ordering a subscriber's line, FirstMark shall obtain - if desired - a statement on the feasibility of the executive variant requested by FirstMark pursuant to the procedure described in Annex 5 under 2.1. 5 ORDERING, PROVISIONING, TERMINATION 5.1 ORDERING, SUPPLY TERMINATION OF SPATIAL ACCESS (COLLOCATION) The ordering of Spatial access (Collocation) by FirstMark and its supply by Telekom shall be carried out in accordance with the procedure stipulated in Annex 5 - Ordering, provisioning, termination. The provioning of Spatial access (Collocation) shall be concluded upon acceptance by FirstMark. Acceptance of Spatial access (Collocation) shall be carried out in accordance with the procedure stipulated in Annex 5 - Ordering, provisioning, termination. Both parties to the Contract may cancel or terminate the Spatial access (Collocation) pursuant to the provisions in Annex 5 - Ordering, provisioning, termination. 5.2 ORDERING, PROVISIONING, TERMINATION OF ACCESS TO SUBSCRIBER'S LINE The order of access to subscriber's line by FirstMark and its provisioning by Telekom shall be carried out in accordance with the procedure stipulated in Annex 5 - Ordering, provisioning, termination. Main Contract Version: 19 November 1999 Page 7 Both parties to the Contract may terminate the access to the subscriber's line pursuant to the provisions in Annex 5 - Ordering, provisioning, termination. 6 OBLIGATION TO DISCLOSE If Telekom presents a written request in the normal working hours Monday through Friday from 7.30 a.m. to 4.30 p.m., FirstMark shall be obliged to disclose in writing, on the following working day, the capacities used on the subscriber's line, if Telekom or another competitor desires access to the same subscriber's line or to parts thereof. If no information reaches the Telekom's requesting office within this period, it is assumed that FirstMark does not use the subscriber's line at its disposal. In this case, after a renewed written request submitted to the office mentioned by FirstMark in Annex 11, and after another working day has elapsed, Telekom shall be entitled to terminate the access to subscriber's line, in order to meet Telekom's or other competitors' demand, pursuant to the provisions set out in Annex 5 point 2.4.2 subpar. 1 and 2. Upon effectiveness of the termination, the access to the subscriber's line shall be disconnected. If there are any disputes about the utilization of capacities, the procedure described in Annex 10 shall be applied. In addition, FirstMark shall be obliged, upon the above described request by Telekom, to disclose in writing the transmission technique adopted by FirstMark, the used bandwidth, the bit rate of the transmission system, the producer of the transmission equipment, the values of the DC supply voltage and the AC calling voltage, the type and manufacturer of the terminal equipment as well as (if applicable) other individual parameters, even outside the normal working hours as well as on Sundays and banking holidays, within 3 hours, inasmuch as the information is needed for the definition of a failure. In such cases, Telekom shall be entitled to interrupt the access to the subscriber's line after renewed request to the above office and after two other hours have elepsed; such interruption may be upheld until the failure is corrected. 7 TESTING TECHNIQUE In order to ensure basic requirements pursuant to ONP directive (90/387/EEC) - in particular concerning the safety of network operation and maintenance of network integrity - network compatibility tests shall be carried out by Telekom under the conditions laid down in Annex 9 - Transmission techniques and network compatibility test. Main Contract Version: 19 November 1999 Page 8 8 INTERFERENCE SUPPRESSION Interference suppression by Telekom shall be carried out pursuant to the procedure laid down in Annex 6 Interference suppression. 9 PRICES / TERMS OF PAYMENT 9.1 EURO CLAUSE The Parties to the Contract agree that the business relation established by this Contract shall be conducted in EURO from 1 January 2000. 9.2 PRICE LEVEL The prices to be paid by FirstMark for use of Spatial access (Collocation) as well as for access to subscriber's line shall result from Annex 7 - Prices. Telekom shall charge a one-off provisioning fee and a monthly lease fee. The prices as listed in Annex 7 - Prices - are not inclusive of VAT. 9.3 TERMS OF PAYMENT Beginning from the day of provisioning ready for operation, monthly fees are to be paid pro-rata for the rest of the month. After that, fees are to be paid in advance on a monthly base; payment shall be due upon receipt of the invoice. Where the fee is to be calculated for parts of a calendar month, it shall be calculated as 1/30 of the monthly fee for each day. Any other fees are to be paid upon rendering of the service (provisioning) and shall be due upon receipt of the invoice. The amount due is to be credited to the account indicated on the invoice no later than on the 10th day after receipt of invoice. 9.4 DELAY IN PAYMENT Delay begins to accrue after the first reminder to pay. If FirstMark defaults on its payments, the followong damages shall be charged: - - Default interest of 4% points over the current interest base rate of European Central Bank (Section 1 Law for discount rate transition). Main Contract Version: 19 November 1999 Page 9 - - The expenses accruing for Telekom for each reminder after commencement of delay - - For each unollected cheque or each uncollected debit as well as for each returned debit: the related expenses accrued. Where FirstMark defaults on payment of fees due for two consecutive months or defaults over a period stretching for more than two months to an amount which reaches the monthly lease price of two months, Telekom shall have the right to terminate the contractual relationship without notice. Telekom reserves its right to assert further legal claims for delay in payment. 10 RESERVATIONS CONCERNING MODIFICATION TO PERFORMANCE Debunched access to subscriber's line of Telekom shall be made possible subject to any contrary decision enforceable pursuant to the litigation conducted in this matter. When the decision becomes enforceable, the contracts which have been stipulated up to the delivery of this decision shall have to be adjusted if necessary, taking into account said decision. 11 LIABILITY The Parties to the Contract shall be held liable on the proviso that liability for financial loss caused by negligence shall be limited to 25,000 DM for each of the other Party's end users having suffered damage. The maximum limit for the sum of all claims for damages shall amount to 20 mill. DM for each event that causes damage pursuant to Section 7 subpar. 2 of Ordinance for Customer Protection in Telecommunications. Where the sum of the individual damages exceeds the maximum limit, the damages shall be reduced to the same proportion which exists between the sum of all claims for damages and the maximum limit. Liability pursuant to the provisions of the Product Liability Act shall remain unaffected. Any personal liability of the legal representatives and of the Parties' employees shall be excluded, except for cases where the respective damage has been caused intentionally. 12 PERIOD / TERMINATION This Contract shall enter into force on the day of the mutual execution and is stipulated for an unlimited period. Each of the Parties to the Contract shall have the right to terminate the Contract in writing, observing a 3-month period. Main Contract Version: 19 November 1999 Page 10 If termination is effected because of a request to modify pursuant to point 13, and if technical and operational adjustment prove necessary to ensure homogenous procedures, Telekom shall present a suitably adjusted offer concurrently with the termination. Both Parties shall have the right to terminate for extraordinary cause / without notice according to Section 626 BGB (German Civil Code), in particular if FirstMark does no longer offer any telecommunications services to the public. Where adjustment pursuant to Point 10 is impossible, Telekom may terminate the contractual relationship without notice. 13 REQUEST TO MODIFY The Parties to the Contract shall enter into negotiations to settle any problems arising in the day-to-day business between the Parties, where this is requested by one of the Parties in writing. The technical and operational expertise accrued by all competitors and by Telekom up to that moment shall be taken into consideration in an appropriate manner. The Parties to the Contract shall cooperate, together with other network operators, in a multilateral Sub-committee "Administrative and operational procedures concerning access to subscriber's line". Each Party shall be entitled to request this Contract to be modified, also in the event that the "Committee on technical and operational matters concerning numbering and network interconnection" issues recommendations based on the decisions taken by the Sub-committee, which concern the present Agreement. 14 CONFIDENTIALITY CLAUSE FirstMark and Telekom undertake to keep in confidence any "confidential" data and information they may gather / have gathered while preparing or performing the Contract and to observe secrecy towards third parties in this respect. All information is considered confidential which has been explicitly classified as such, or whose secrecy results from its subject-matter or from other circumstances. In particular, the Parties to the Contract undertake to keep secret all confidential information which they have been entrusted with. They shall not make this information known to third parties save as provided hereunder, and they shall use it exclusively for the purpose of the co-operation described hereinbefore. Main Contract Version: 19 November 1999 Page 11 To obligation of secrecy shall not apply to information - - which was known already at the moment of the transfer without obligation of secrecy - - which was published already at aforesaid moment or which will be published at a later point of time by third parties without the recipient of the information being involvement in a way contrary to the law or the Contract - - which was legally obtained by third parties without oboligation of secrecy, or - - which has been declassified explicitly by both Parties to the Contract, or - - which must be made known because of a legal obligation to disclose. The Parties to the Contract shall undertake any provisions required to maintain secrecy. In particular, they shall pass on confidential information only to those employees who need to know in order to perform their duties pursuant to the cooperation outlined hereinbefore. Beyond this category of persons, confidential information may be made known to persons who are employed by affiliated companies as defined by Section 15 AktG (German Company Law) and who are competent for the decision within the scope of this cooperation. These persons are to be bound to keep the confidentiality of said information. Where it becomes necessary in the course of the cooperation between the Contractual Parties to involve third parties (e.g., suppliers, consultants) and to pass on confidential information to them, prior notification of the other Party in writing is required. Subsequently, written agreements are to be stipulated with the third party to ensure that the provisions of said Agreements are observed. Any confodential documents as well as any copy made thereof must be delivered on request. In this respect, no right of retention can be asserted. This clause does not apply to papers required by the other Party to perform the Contract or to complete the contractual relationship. The obligation of secrecy shall remain for two other years after the expiration of this Agreement. Any notification to the public concerning the stipulation of this Contract and any details hereof shall be made exclusively with the consent of both Parties to the Contract. 15 RECIPROCITY Where FirstMark has already realised its own subscriber's lines or is going to realise them in future, and where FirstMark FirstMark is obliged to grant access to subscriber's lines pursuant to Sections 33 seqq. TKG (Telecommunication Act) and to Network Access Ordinance, FirstMark must grant Telekom access to said lines. Main Contract Version: 19 November 1999 Page 12 The Parties shall stipulate an agreement regulating the technical, operational and commercial terms of the grant of access; said agreement shall be comparable to this Agreement and shall consider the Parties' mutual interest. 16 STANDARD OFFER Telekom shall offer FirstMark the terms of a standard offer according to Section 6 para 5 Network Access Ordinance NZV within six weeks after each publication of the standard offer. Within a period of six weeks after receipt, FirstMark may accept the entire offer, or parts thereof where such form a unity from a commercial and technological perspective. In such event, the terms of the basic offer between Telekom and FirstMark shall be valid from the moment in which the standard offer was published. 17 SUBMISSION TO REGULATORY AUTHORITY Telekom shall submit this Contract to the Regulatory Authority immediately after its stipulation. The Contract does not contain any operational or commercial secrets that need to be specified as such. The provisions of this Agreement shall be valid subject to the rights of approval and objection held by the Regulatory Authority. 18 CLAUSE OF ADJUSTMENT AND INEFFECTIVENESS If provisions of this Agreemnt prove to be ineffective as a whole or in part, the rest of the Agreement shall remain unaffected. Inefficient provisions are to be reconstructed in such a way that the commercial purpose intended by the Agreement be obtained as far as possible. The aforesaid shall apply correspondingly where the provisions leave a gap not intended by the Parties to the Contract. 19 FINAL PROVISIONS Present Contract is exclusively subject to the law of the Federal Republic of Germany. No oral collateral agreements exist. Any modification or amendment to the Contract shall become effective only after mutual confirmation in writing. Rights and obligations of this Contract may be transferred to third parties only after written consent was given by the other Contracting Party. Where individual rights or obligations or the Contract as a whole are transferred to an affiliated company in the sense of Section 15 Company Law (AktG) which is holder of a licence in the sense of Section 6 subpara. 1 Telecommunications Act (TKG) and which is the operator of a telecommuncations network for the public instead of the transferring Party, only prior written notification to the other Contractual Party shall be required. Main Contract Version: 19 November 1999 Page 13 Present Contract is executed in two originals. Either Party to the Conatract shall receive one execution. Berlin, on 2 March 2000 Potsdam, on 2 March 2000 /s/ /s/ - ------------------------ ------------------------ FirstMark Communications Deutsche Telekom AG /s/ /s/ - ------------------------ ------------------------ FirstMark Communications Deutsche Telekom AG Main Contract Version: 19 November 1999 Page 14 ENCLOSURES Enclosure 1 Definitions Enclosure 2 Collocation Enclosure 3 Execution variants: Bunched access to subscriber's line Enclosure 3a Execution variants: Copper double wire 2-/4- wire without intermediate regenerator (ZWR) Enclosure 3b Execution variants: Glass fiber 1-/2-fibers / without intermediate regenerator Enclosure 3c Execution variants: Copper double wire 2-/4- wire with intermediate regenerator (ZWR) Enclosure 4 Execution variants: Bunched access to subscriber's Enclosure 4a Execution variants: Carrier-Customer-Access (CCA) of Telekom Enclosure 4b Execution variants: Analog telephone access line with OPAL/ISIS Enclosure 4c Execution variants: ISDN Access Line Basic with OPAL/ISIS Enclosure 4d Execution variants: Primary multiplex access line OPAL/ISIS Enclosure 5 Ordering, provision, termination Enclosure 6 Debugging Enclosure 7 Prices Enclosure 8 Informations Enclosure 9 Transmission modes and Network compatibility test Enclosure 10 Proving procedure Enclosure 11 Contact persons Enclosure 12 Forms Annex 1 Technical Guideline 1 TR 216 Annex 2 Technical Guideline 1 TR 220 Annex 3 Technical Guideline 1 TR 221 Attachment 1 Prices for collocation rooms
Annex 1 Version: 19 November 1999 Page 1 TALFMFIN.doc "Access to the subscriber's line" ENCLOSURE 1 DEFINITIONS Page 1 "Access to the subscriber's line" For the purpose of this contract, the following definitions and abbreviations hold good: AB Effective attenuation AIS Alarm Indication Signal Anschlussbereich (AsB) Geographical area within a local network from which (exchange area) connections of the telecommunication network are connected to a network node. Anschlussart (type of connection) Realization of the existing connection based on a Telekom customer connection before the change of the subscriber network provider. Ar Overall transmission loss B Bandwidth Basisanschluss(BaAs) (base terminal) Standardized ISDN connection with two base channels (B) with 64 kbit/s each and a control channel (D) with 16 kbit/s. Beschaltungsgrad (subscriber's fill) Ratio between connected-up and existing copper double wires/optic fibre wires. When determining the subscriber's fill, the operating reserve is taken into account as connected-up copper double wires/optic fibre wires. Betriebsreserve (operating reserve) Copper double wires/optic fibre wires that must be kept in reserve for short-term stand-by switching to substitute disturbed double wires/fibres as well as for short-term, temporary use for low-interruption capacity extension of a cable (offering of subscriber multiplex systems. The operating reserve is not related to the terminal line. Carrier Customer Access - CCA Transmission route assigned by Telekom to FirstMark for the purpose of being used in the FirstMark network including the termination equipment between the end user of the competitor and the point of interchange to the competitor. CCA-A Carrier Customer Access - Analog CCA-B Carrier Customer Access - Basic
Page 2 "Access to the subscriber's line" CCA-P Carrier Customer Access - Primary, ISDN primary rate access line (2Mbit/s structured). CCITT Comite Consultatif International Telegraphique et Telephonique (International Consulting Committee for Telegraph and Telephone Service) CuDa (2-Dr, 4-Dr) Copper double wire, 2-wire, 4-wire dBm0 Absolute power level related to the 0-dBr point. dBm0p Analyzed noise level (psophometer) related to the 0-dBr point. DIN Deutsches Institut fur Normung e.V. (German Institute for Standards) DS Digital Section EMV (EMC) Electromagnetic compatibility Endleitung (terminal line) Section of the subscriber's line from the APL to the respective allocated 1st TAE (telecommunication line unit) or to the respective allocated NT (network termination) (inhouse infrastructure). Entbundelter Zugang Access to the subscriber's line without series-connected but, if (debunched access) necessary, with inserted transmission or other passive technical equipment. ET Exchange Termination ETS European Telecommunications Standard ETSI European Telecommunications Standard Institute FE Function Element Gebundelter Zugang Access to the subscriber's line with series-connected (bunched access) transmission equipment. Hoherbitratiges System Transmission system with a bit rate GREATER THAN 144 kbit/s. (system with higher bit rate) HVt Hauptverteiler (main distributor) IAE ISDN line unit ISDN Integrated Services Digital Network ISIS Integrated system for the provision of infrastructure on optic-fibre basis. ITU International Telecommunication Union ITU-T International Telecommunication Union Telecommunication Sector LDC Licensed service providers and carrier Leitungsbezeichnung Unequivocal identification of subscriber's line allocated by (line identification) Telekom. LFA Loss of Frame Alignment LOS Loss of Signal LT Line Termination
Page 3 "Access to the subscriber's line" Neuschaltung (new connection / access) A new connection is established when a product of the access to the subscriber's line is not simultaneously charged with the cancellation of a Telekom product, or when the technical realization of the subscriber's line or its utilization with a high bit rate is changed (exception: Gf 1 or Gf 2). A change caused by the demand of another competitor from the debunched to the bunched access as well as a change from "CuDA 2Dr" with high bit-rate use" to "CuDA 2Dr" or from "CuDA 4Dr" with high bit-rate use" to "CuDA 4Dr" is not considered as a new connection. NK Netzknoten (network node) NT Network termination NTA Network termination, analog NTBA Network termination, base terminal NTPM Network termination, primary rate access OPAL Optic-fibre line Physikalische Kollokation Co-use of the rooms/premises of Telekom as technical room for the (physical collocation) access to the subscriber's line. PrA Relative level at output PrE Relative level at input Primarmultiplexanschluss(PMxAs) ISDN connection with the interface structure 30 B channels (64 (primary rate access) kbit/s each) + 1 D channel (with 64 kbit/s). PS Transmission level QVE Quantizing distortion unit Restkapazitat (residual capacity) Difference between usable and used capacity of a copper double wire / a subscriber multiplex system. TAE Telecommunication line unit TE Terminal equipment Teilnehmeranschlussleitung Line from the main distributor to the telecommunication line unit (subscriber's line) (TAE) TelAs Telephone connection TR Technical guideline TVSt Location of an exchange where the V5.1 interface can be delivered by Telekom. UI Unit interval Ubernahme (taking-over) A taking-over occurs when an existing Telekom product is cancelled with a product of access to the subscriber's line being simultaneously commissioned, and when the technical realization and the utilization (with low and high bit rates) of the subscriber's line remains unchanged (exception: Gf1 or Gf2).
Page 4 "Access to the subscriber's line" UVt Ubergabeverteiler (interchange distributor); in the interchange distributor, the subscriber's line is delivered to FirstMark. Uw Ubertragungsweg (transmission route/path) VDE Verband Deutscher Elektrotechniker (Association of German Electricians) Vertragsnummer (contract number) A number allocated by Telekom exclusively to the contract. Virtuelle Kollokation Realization of the access to the subscriber's line without co-use (virtual collocation) of the rooms/premises of Telekom, however, under equivalent economic, technical and operating conditions. Vorgeschaltete Ubertragungstechnik Transmission equipment installed before the main distributor and, (series-connected transmission if necessary, behind the telecommunication line unit (TAE). equipment) Werktag (working day) Within the frame of this contract, Saturday is not considered as a working day. Wettbewerber (competitor) Providers of telecommunication services for the public who are entitled to have access to the subscriber's line. ZNV LDC Zentrum Nationaler Vertrieb / Lizenzierte Diensteanbieter und Carrier (Center of National Sales / Licensed service providers and carrier) Zwischengeschaltete Ubertragungs-technik Transmission equipment installed between the main distributor and (inserted transmission equipment) the telecommunication line unit (TAE) , i.e. it is part of the line network.
Page 5 "Access to the subscriber's line" ENCLOSURE 2 COLLOCATION LIST OF CONTENTS 1 PHYSICAL COLLOCATION 2 2 VIRTUAL COLLOCATION 4 3 ACCESS RULES 7 4 USE 8 5 CABLE ENTRANCE AND MANAGEMENT 11
Page 1 "Access to the subscriber's line" 1 PHYSICAL COLLOCATION It is principally possible to use interconnection collocation rooms for physical collocation to "access the subscriber's line" provided these rooms have spare capacities. In case the capacity of such a collocation room is fully used and it is impossible to rent another collocation room to house interconnection lines, the transfer of the physical collocation for the "access to the subscriber's line" into a collocation room shall be carried out according to this contract at the expense of FirstMark. 1.1 CONSTRUCTIONAL SPECIFICATION 1.1.1 The collocation room is a standardized, separate room used by FirstMark exclusively to install and operate the equipment needed to ensure the "access to the subscriber's line" (Article 3, subpara 2, 1st sentence, Agreement of Use (NZV)). FirstMark shall not use the collocation room for any other equipment, especially not for call-processing or other switching equipment. The debunching requirement applies here too. In case FirstMark installs hubbing equipment from PSTN end user interfaces, they shall be designed in such a way as to exclude the use of switching functions (connecting two end user interfaces). Telekom shall be entitled to check at any time and without prior notice whether FirstMark adheres to the above functional restriction and demand access to the documentation of the equipment used by FirstMark to "access the subscriber's line" in the collocation room. If this documentation is not available, FirstMark shall make efforts to obtain the documentation from the manufacturer of the respective equipment. FirstMark shall be obliged to exclude any function exceeding layer 2 of the OSI model as well as any switching function within layers 1 and 2 of the OSI model in the collocation room. 1.1.2 The collocation room shall be used jointly by several competitors. The area available to each competitor (collocation area) shall be marked on the floor. A layout plan (sketch) shall be drafted for each such area. The collocation room is no recreation room in the sense of the Building Regulation of the respective federal state (LANDESBAUORDNUNG). 1.1.3 The collocation area shall cover 6, 12 or 18 m2 according to the request of the competitor in line with technical, operational and legal conditions. In case of future proven additional needs, the area can be extended or an additional collocation area may be provided in the same location in line with technical, operational and legal conditions. Page 2 "Access to the subscriber's line" 1.1.4 The structure clearance shall range from 2.4 to 3.4m depending on on-site conditions. 1.1.5 The floor carrying capacity shall depend on on-site conditions. 1.1.6 The ceilings and walls of the collocation room shall be smooth and painted in a light colour. The floor shall be equipped with a skid-resistant cover. 1.1.7 The collocation room shall by equipped with one door (minimum dimension of door leaf: 95 cm x 195 cm) and a safety lock. 1.1.8 The collocation room shall principally have no windows. If there are windows in the danger area, the outer pane shall as a rule be missile-resistant (A1 to A3) or in rare cases burglar-resistant (B1). 1.1.9 The collocation room shall principally have no water supply. 1.1.10 The collocation room shall principally have no heating. 1.2 SPECIFICATION OF TECHNICAL BUILDING EQUIPMENT 1.2.1 The collocation room shall provide the following basic electric supplies: - for the room in general: lighting, light switch with socket - individual equipment for each competitor: low-voltage system (separate 230/400V electric circuit, 50Hz per phase with 16A fuse) supplied by means of a small distribution board with d.c./a.c. meter. When ordering the "room access (collocation)" FirstMark shall stipulate the maximum power input (kVA) for which the low-voltage system must be designed. Telekom shall implement the kVA desired by FirstMark as far as technical and operational conditions allow. In case the total admissible thermal load is exceeded (see 1.2.3) FirstMark shall be obliged to order or accept ventilation and air conditioning under an additional agreement. 1.2.2 The collocation area shall be equipped with a connection point to the existing equipotential bonding system. 1.2.3 The climatic conditions of environmental class 3.1 of ETS 300 019-1-3 shall as a rule be met without any ventilation and air conditioning equipment in - the ground/upper floor rooms up to a total thermal load of approximately 30 to 40W/m(2) - the basement rooms up to a thermal load of approximately 80W/m(2). Page 3 "Access to the subscriber's line" 2 VIRTUAL COLLOCATION 2.1 COLLOCATION OUTDOOR BOOTH 2.1.1 CONSTRUCTIONAL SPECIFICATION 2.1.1.1 The collocation area shall be situated at the Telekom premises in a booth (multifunctional booth/booth/ massive box) used by FirstMark exclusively to install and operate the equipment needed to ensure the "access to the subscriber's line" (Article 3, subpara 2, 1st sentence, Agreement of Use (NZV)). FirstMark shall not use the collocation room for any other equipment, especially not for call-processing or other switching equipment. The debunching requirement applies here too. If FirstMark installs hubbing equipment from PSTN end user interfaces, they must be technically designed in such a way as to exclude the use of switching functions (connecting two end user interfaces). Telekom shall be entitled to check at any time and without prior notice whether FirstMark adheres to the above functional restriction and demand access to the documentation of the equipment used by FirstMark to "access the subscriber's line" in the collocation room. If this documentation is not available, FirstMark shall make efforts to obtain the documentation from the manufacturer of the respective equipment. FirstMark shall be obliged to exclude any function exceeding layer 2 of the OSI model as well as any switching function within layers 1 and 2 of the OSI model in the collocation room. 2.1.1.2 The collocation room shall be jointly used by several competitors. The area available to each competitor (collocation area) shall be marked. The collocation room is no recreation room in the sense of the Building Regulation of the respective federal state (LANDESBAUORDNUNG). 2.1.1.3 The collocation area shall cover 6, 12 or 18 m2 according to the request of the competitor in line with technical, operational and legal conditions. In case of future proven additional needs, the area can be extended or an additional collocation area may be provided in the same location in line with technical, operational and legal conditions. 2.1.1.4 The structure clearance shall extend to 2.0 to 2.4m in line with on on-site conditions. 2.1.1.5 The floor carrying capacity shall depend on on-site conditions. Page 4 "Access to the subscriber's line" 2.1.1.6 The ceilings and walls of the collocation room shall be smooth and painted in a light colour. The floor shall be equipped with a skid-resistant cover. 2.1.1.7 The collocation room shall by equipped with one door (minimum dimension of door leaf: 95 cm x 195 cm) and a safety lock. 2.1.1.8 The collocation room shall principally have no windows. If there are windows in the danger area, the outer pane shall as a rule be missile-resistant (A1 to A3) or in rare cases burglar resistant (B1). 2.1.2. SPECIFICATION OF TECHNICAL BUILDING EQUIPMENT 2.1.2.1 The collocation room shall provide the following basic electric supplies: - for the booth in general : lighting, light switch with socket - individual equipment for each competitor: low-voltage system (separate 230/400V electric circuit, 50Hz per phase with 16A fuse) supplied by means of a small distribution board with d.c./a.c. meter. When ordering the "room access (collocation)" FirstMark shall stipulate the maximum power input (kVA) for which the low-voltage system must be designed. Telekom shall implement the kVA desired by FirstMark as far as technical and operational conditions allow. In case the total admissible thermal load is exceeded (see 2.1.2.3) FirstMark shall be obliged to order or accept ventilation and air conditioning under an additional agreement. 2.1.2.2 The collocation area shall be equipped with a connection point to the existing equipotential bonding system. 2.1.2.3 The climatic conditions of environmental class 3.1 of ETS 300 019 - 1 - 3 shall as a rule be met without any ventilation and air conditioning equipment up to a total thermal load of approximately 30 to 40W/m(2). 2.2. COLLOCATION OUTDOOR BOX 2.2.1 CONSTRUCTIONAL SPECIFICATION 2.2.1.1 The collocation area shall be situated at the Telekom premises in a box especially set up for each competitor by means of a cable distributor used by FirstMark exclusively to install and operate the equipment needed to ensure the "access to the subscriber's line" (Article 3, subpara 2, 1st sentence, Agreement of Use (NZV). FirstMark shall not use the collocation room for any other equipment, especially not for call-processing or other switching equipment. The debundching requirement applies here too. If FirstMark installs hubbing equipment from PSTN end user interfaces, they must be Page 5 "Access to the subscriber's line" technically designed in such a way as to exclude the use of switching functions (connecting two end user interfaces). Telekom shall be entitled to check at any time and without prior notice whether FirstMark adheres to the above functional restriction and demand access to the documentation of the equipment used by FirstMark to "access the subscriber's line" in the collocation room. If this documentation is not available, FirstMark shall make efforts to obtain the documentation from the manufacturer of the respective equipment. FirstMark shall be obliged to exclude any function exceeding layer 2 of the OSI model as well as any switching functions within layers 1 and 2 of the OSI model in the collocation room. There are two different alternative solutions possible: Alternative solution 1: KVz83/97 cable distributor Provision of one KVz83/97 cable distributor case per point of interchange to house cables and transmission equipment. An extension by a second cable distributor case shall only be allowed when the first cable distributor case is used to maximum capacity. Competitors are not allowed to add own distributor cases. If the KVz 83/97 cable distributor holds only terminations, a maximum of 12 terminations (80 Q TrLe ) with 100 double wire cables may be installed for the termination of the junction line cable. This is based on the assumption that FirstMark installs the same number of terminations of the same dimensions for the termination of its own cables in the distributor box. A mix of terminations and optical fibre distribution elements or the inclusion of transmission equipment in the KVz83/97 cable distributor case reduces the above maximum number of terminations. Alternative solution 2: KVz82 cable distributor and one optional competitor-owned case. Provision of one KVz82 cable distributor case per point of interchange to house cables and transmission equipment, if any. Right next to it, the competitor may install a carrier-owned case to house technical equipment. Telekom shall perform the civil engineering work necessary to establish the carrier-owned case (e.g. building of a pedestal or base) at the expense of FirstMark. Costs shall be invoiced according to the actual work performed. The exact location shall be agreed with Telekom in good time. A second cable distributor case or carrier-owned case shall only be allowed when the first cable distributor case is used to maximum capacity. Page 6 "Access to the subscriber's line" The competitor-owned case shall feature a grey exterior front. It shall not exceed the following maximum dimensions: width: 1.80m depth: 0.50m height: 1.60m If the KVz 82 cable distributor case holds only terminations, a maximum of 8 terminations (80 Q TrLe) with 100 double wire cables may be installed for the termination of the junction line cable. This is based on the assumption that FirstMark installs the same number of terminations of the same dimensions for the termination of its own cables in the distributor case. The above maximum number of 82 terminations housed in the distributor case is based on the assumption that the distributor case is exclusively used for terminations and the provision of power supply. A mix of terminations and optical fibre distribution elements or the inclusion of transmission equipment in the KVz 82 cable distributor reduces the above maximum number of terminations. 2.2.1.2 The KVz82 or KVz83/97 shall be equipped with a double shutting lock. 2.2.2 SPECIFICATION OF TECHNICAL BUILDING EQUIPMENT 2.2.2.1 The box shall provide the following basic electric supplies: Low-voltage system (230V, 50Hz, 1 kVA, 16A fuse) consisting of a junction box with switch. 2.2.2.2 Depending on the conditions on-site, the box shall be equipped with an earthing system of the following parameters: a) buried earth electrode: 3m b) conductor electrode: 15m c) connection to the equipotential bonding system of the telecommunication building In case of exposure to power lines only c); under a) and b) earthing resistances according to the Technical Recommendations TE 3 of the Interference Arbitration Office (TECHNISCHE EMPFEHLUNGEN TE3 DER SCHIEDSSTELLE FUR BEEINFLUSSUNGSFRAGEN). 3 ACCESS RULES Page 7 "Access to the subscriber's line" 3.1 Premises with one collocation room (inhouse, outdoor booth, outdoor box) must principally be enclosed (by a fence, trellis or walls) with one or several lockable gates. In case of inhouse collocation the exterior doors of the building shall as a rule be burglar-resistant and may be equipped with intelligent access systems. 3.2 The collocation room shall be accessible to FirstMark only via existing access ways (e.g. staircase, corridors within the building) in accordance with on-site conditions. 3.3 FirstMark shall have access to its collocation room at any time. FirstMark shall have no access to the other rooms and technical equipment in the building. 3.4 FirstMark shall see to it that its authorized representatives dispose of an ID card displaying a photo, the company name, the name of the employee and expiry date. The employee shall visibly wear this ID card during his/her whole stay at the Telekom premises. Telekom reserves itself the right to perform an ID card check on-site, if necessary. 3.5 FirstMark shall allow access to the collocation room and Telekom building only to their authorized representatives responsible for installing, operating or dismantling the equipment housed in the collocation room and only for the time needed for business reasons. 3.6 FirstMark shall provide Telekom with access to the collocation room for regular inspections, maintenance of building and technical building equipment, cleaning, assembly, fault restriction and trouble-shooting as well as in case of immediate danger. Access will also be granted to the interchange distributor for assembly work, fault restriction and trouble-shooting. 4 USE 4.1 USE OF COLLOCATION ROOM 4.1.1 The collocation room (inhouse, outdoor booth, outdoor box) shall not be used without Telekom's prior consent for any other purposes than those necessary to access the subscriber's line. It shall not be permitted to connect FirstMark's collocation equipment with the collocation equipment of other carriers. It shall be prohibited to use cables and transmission equipment which interfere with or negatively impact the operation of Telekom's switching and transmission equipment. 4.1.2 The renting out, subletting or any other use of the collocation room or part of it by a third party shall require Telekom's prior written consent. 4.1.3 FirstMark shall not be entitled to effect constructional changes to the collocation room. Page 8 "Access to the subscriber's line" 4.1.4 Maintenance of the building and technical building equipment shall be effected exclusively by Telekom or its contractors. This shall however not apply to the carrier-owned case in the sense of the alternative solution 2 under 2.2.1.1. 4.1.5 Any building maintenance and cosmetic repair in the collocation room shall be effected only by Telekom or its contractors. The date of such activity shall be arranged with FirstMark. These measures must principally not affect FirstMark's equipment. This shall however not apply to the carrier-owned case in the sense of the alternative solution 2 under 2.2.1.1. 4.1.6 The cleaning of the collocation room shall be performed by a contractor appointed by Telekom in accordance with Telekom's rules for technical rooms. The costs are included in the product price. This shall however not apply to the carrier-owned case in the sense of the alternative solution 2 under 2.2.1.1. 4.1.7 FirstMark may rent parking lots at the Telekom premises in line with on-site conditions, if required. The rent shall be agreed upon in a separate agreement. 4.1.8 It shall be prohibited to use mobile phones with a transmission power exceeding 2W in the collocation room or the Telekom building. 4.1.9 It shall be prohibited to use in the collocation room any other equipment not needed for installing, operating or dismantling the equipment. 4.1.10 FirstMark shall be responsible to ensure that any person entitled to access respects the house and safety regulations of Telekom. 4.1.11 FirstMark shall be obliged to give immediate notice of any damage or failure in the collocation room which may endanger Telekom's location and technical equipment. Telekom shall give immediate notice of any damage or failure in the collocation room which may endanger the technical equipment of FirstMark. 4.1.12 FirstMark shall not be entitled to display any advertisement or company name/logo at the Telekom premises except the usual company advertisements on cars, clothes and equipment. 4.2. CHANGES IN THE USE OF COLLOCATION ROOM Page 9 "Access to the subscriber's line" 4.2.1 Telekom shall be entitled to transfer the collocation room to another location in the Telekom building or, in case of virtual collocation, to another location on the Telekom premises. Furthermore, Telekom shall be entitled to switch from inhouse to outdoor collocation, if prevailing conditions do no longer justify physical collocation. The same applies to a switch from outdoor to inhouse collocation. FirstMark shall be informed about the intention to relocate the collocation room in good time (as a rule 12 months in advance). Any measure necessary in connection with a relocation of the collocation area shall be coordinated with FirstMark, taking into account FirstMark's business requirements. 4.2.2 In such a case Telekom and FirstMark shall each bear half of the costs resulting from the relocation of the collocation room. This applies in particular to costs for the transfer of cables, transmission equipment and the transmission routes to this equipment. 4.2.3 Telekom shall be entitled to transfer the collocation room to another location, if the Telekom site is relocated for business reasons. FirstMark shall be informed about the intended relocation in good time (as a rule 12 months in advance). Any measures necessary in connection with such a transfer of the collocation area shall be coordinated with FirstMark, taking into account FirstMark's business requirements. 4.2.4 Any cost arising for FirstMark in connection with the transfer of the collocation room to another Telekom site shall be borne by FirstMark. This applies in particular to the costs for the transfer of cables, transmission equipment and the transmission routes to the equipment. 4.3 KEYS AND INTELLIGENT ACCESS SYSTEM 4.3.1 Telekom shall provide FirstMark with a maximum of three keys or code cards per main distributor site which are absolutely necessary to ensure operation. 4.3.2 FirstMark shall not seek to obtain any further keys or code cards. Any keys or code cards no longer needed shall be forthwith returned to Telekom. 4.3.3 If the use of the collocation area is terminated, FirstMark shall return any keys or code cards to Telekom when handing over the area. 4.3.4 FirstMark shall notify Telekom forthwith of the current contact person in charge of the management of keys and code cards. Page 10 "Access to the subscriber's line" 4.3.5 FirstMark shall be obliged to register the keys or code cards and document every hand-out/return of keys or code cards. FirstMark must be able to document any person able to enter a Telekom site at a given time during the last six months. 4.3.6 The keys or code cards provided by Telekom to FirstMark shall not bear any information as to the location of the collocation room. 4.3.7 FirstMark shall be obliged to protect the keys or code cards received against any loss and to look after them in such a way that no unauthorized person can get hold of them. 4.3.8 FirstMark shall notify Telekom forthwith of any loss of a code card or key. Any such notification shall describe the circumstances leading to the loss (time, location, what exactly happened) in order to be able to assess resulting risks. 4.3.9 Any cost resulting from the loss of a key or code card shall be separately invoiced to FirstMark. 4.3.10 When handing out a key or code card to an authorized representative, FirstMark shall inform the authorized person about Telekom's safety regulations concerning the handling of keys and code cards (Paragraph 4.3.2, 1st sentence and 4.3.6-4.3.8.). The authorized person must acknowledge these regulations before obtaining a key. 5 CABLE ENTRANCE AND MANAGEMENT 5.1 CABLE ENTRANCE AND MANAGEMENT FOR PHYSICAL COLLOCATION 5.1.1 FIRSTMARK'S EXTENSION CABLE - CABLE TERMINATION FirstMark shall be responsible for laying the cable from its exchange to the last cable pit or empty duct without cable pit on public land in front of the Telekom exchange. The respective cable pit shall be specified by Telekom in the collocation offer. The necessary excavation work shall be performed by FirstMark at its own expense. Telekom shall lay the extension cable from the last cable pit or empty duct without cable pit on public land to the cable termination in the collocation area at the expense of FirstMark. The extension cable must end only at the cable termination used by FirstMark. FirstMark shall enter the cable into the pit through an empty (exterior) opening specified by Telekom in accordance with the applicable regulations regarding the entrance of cables into cable pits. Empty ducts shall be used to enter the cable from the cable pit or empty duct of Page 11 "Access to the subscriber's line" Telekom to the cable distribution room. Multiple use of a duct is possible, if required. FirstMark shall be entitled to enter a maximum of two cables - one optical fibre cable with a maximum outside diameter of 18 mm and one cable with a maximum outside diameter of 24 mm - into the Telekom building. Depending on the technical and operational conditions, it is alternatively permissible to enter two copper double wire cables. The entrance of another cable may be permitted in accordance with technical, operational and legal conditions provided the above cables are used to full capacity. In case of a joint collocation room for the interchange of interconnection lines and access to the subscriber's line, a maximum of all together two cables shall be permissible. If technical and operational conditions allow, the extension cable shall not be spliced from the cable pit (or the empty duct without cable pit) to the cable distribution room. The transition from the outdoor cable to the indoor cable (splice joint) shall be done in the building (cable distribution room). FirstMark shall mark the cable in the cable pit and at all visible places in the Telekom building as follows: - name of FirstMark - "cable No. 1" and/or - "cable No. 2". Other constructional details shall depend on the conditions on-site with the provisio that the above provisions are met. FirstMark shall provide Telekom with a halogen-free sheathed cable (outdoor cable: PE mix sheath according to DIN VDE 0207, part 3; indoor cable: halogen-free, thermoplastic flame-retardant sheath material according to DIN VDE 0819-107) plus the necessary material to install the cable (cable clamps, cable tube, joints and splice material). When setting-up the cable route for the first time, FirstMark shall provide Telekom with a detailed technical description of the cable used. If measures sought by Telekom or a third party (e.g. construction authorities) require a change in the cable route which necessitates a transfer of the FirstMark cable, FirstMark shall provide the cable and necessary construction material at its own expense. Telekom shall perform such reconstruction work only in consultation with FirstMark. The resulting costs shall be invoiced to FirstMark according to the work performed. Idle times caused by the reconstruction shall be reduced to a minimum. It shall not be permissible to cut empty ducts, if no vacant inlet openings are available Page 12 "Access to the subscriber's line" in the cable pit. If no vacant inlet openings are available in the cable pit or if the capacity of empty ducts leading from the cable pit to the building is insufficient, Telekom shall establish a new entrance into the building with ducts leading to the public land at the expense of FirstMark. FirstMark shall however not bear the costs resulting from dimensioning the entrance into the building bigger than required by First Mark. The duct system shall end without cable pit. The costs for measures within the building, if any, shall be borne by FirstMark. Telekom shall seal the entrance of the "extension cable" into the cable pit or duct without cable pit. FirstMark shall agree with Telekom on the dates when to carry out the measures necessary to enter the cable into the cable pit or duct without cable pit in order to ensure timely access to the Telekom pit and to have the entrance of the cable into the building performed by Telekom according to a coordinated time schedule. For reasons of safety, Telekom shall watch FirstMark's work on the cable pit. FirstMark shall assemble the cable to the cable termination in the collocation area. The cable termination shall be provided by FirstMark. Telekom shall operate the extension cable between the cable pit or the empty duct provided and the cable termination in the collocation room. 5.1.2 JUNCTION LINE CABLE BETWEEN MAIN DISTRIBUTOR AND INTERCHANGE DISTRIBUTOR The interchange distributor shall be the interface between Telekom and FirstMark. A distribution cabinet housing the interchange distributor shall be available to FirstMark in the collocation area. Telekom shall provide and install the junction line cable between the main distributor and the interchange distributor including distribution elements for the cable termination in the distribution cabinet. Telekom shall operate the junction line cable between the main distributor and the interchange distributor. Depending on the product type, the Telekom junction line cable to the main distributor shall end either in disconnecting terminations or optical fibre distribution elements in the interchange distributor. FirstMark shall provide and assemble own distribution elements for the continuation of the cable. The allocation of the distribution elements shall be done by FirstMark. Page 13 "Access to the subscriber's line" The indoor cables used by FirstMark to connect the interchange distributor to its technical equipment shall feature a halogen-free sheath (halogen-free, flame-retardant. thermoplastic sheath material according to DIN VDE 0819-107) and a conductor insulation made of PE material. FirstMark shall install a gas-filled overvoltage arrester at the distribution elements, if necessary, to ensure adherence to the exposure values defined in Annexes 3 and 4 (e.g. power lines and lightning). The distribution cabinet shall be equipped with a double shutting lock. 5.2 CABLE ENTRANCE AND MANAGEMENT FOR VIRTUAL COLLOCATION (OUTDOOR COLLOCATION) 5.2.1 FIRSTMARK'S EXTENSION CABLE - CABLE TERMINATION FirstMark shall be responsible for laying the cable to the box or booth including cable assembly to its termination. First Mark shall operate the cable. Depending on the conditions on-site, Telekom shall - as a rule - provide a cable duct at the expense of FirstMark. The cable must be entered into this cable duct leading from the public land to the box or booth. Only halogen-free sheathed cables (PE mix for sheath according to DIN VDE 0207, part 3) shall be used. The applicable Telekom regulations regarding the entrance of cables into cable pits shall be fulfilled. The duct shall as a rule end without a cable pit. Multiple use of a duct is possible, if required. FirstMark shall be entitled to enter a maximum of two cables - one optical fibre cable with a maximum outside diameter of 18 mm and one cable with a maximum outside diameter of 24 mm - into the booth or box. Other constructional details shall depend on the conditions on-site with the provisio that the above provisions are met. Depending on the technical and operational conditions, it is alternatively possible to allow the entrance of two copper double wire cables. The entrance of another cable may be permitted in accordance with technical, operational and legal conditions provided the above cables are used to full capacity. FirstMark shall buy and use the sealing equipment provided by Telekom. FirstMark shall agree with Telekom on the dates when to carry out the measures necessary to enter the cable into the cable duct. The necessary excavation work shall be performed by FirstMark at its own expense. Page 14 "Access to the subscriber's line" For reasons of safety, Telekom shall watch FirstMark work on the cable duct. FirstMark shall provide the cable termination. If measures sought by Telekom or a third party (e.g. construction authorities) require a change in the cable route which necessitates a transfer of the FirstMark cable, FirstMark shall carry out the transfer at its own expense. 5.2.2 JUNCTION LINE CABLE BETWEEN MAIN DISTRIBUTOR AND INTERCHANGE DISTRIBUTOR The interchange distributor shall be the interface between Telekom and FirstMark. The interchange distributor shall be housed either in a distribution cabinet in the booth or in the box. Telekom shall provide and install the junction line cable between the main distributor and the box/booth including distribution elements (disconnecting terminations or optical fibre distribution elements) for the cable termination. Telekom shall operate the junction line cable between the main distributor and the interchange distributor. In case of a box solution, the disconnecting terminations shall be allocated section-wise to the KVz82 or KVz83 distributor case, starting from the left side with the lower half of the cable distributor holding the disconnecting terminations of Telekom and the upper half the terminations of FirstMark. In case of a booth solution, the distribution elements (disconnecting terminations or optical fibre distribution elements) shall be housed in a distribution cabinet. The distribution cabinet shall be equipped with a double shutting lock. FirstMark shall provide and assemble own distribution elements for the continuation of the cable. The allocation of the distribution elements shall be done by FirstMark. Page 15 "Access to the subscriber's line" The indoor cables used by FirstMark to connect the interchange distributor to its technical equipment shall feature a halogen-free sheath (halogen-free, flame-retardant, thermoplastic sheath material according to DIN VDE 0819-107) and a conductor insulation made of PE material. FirstMark shall install a gas-filled overvoltage arrester at the distribution elements, if necessary, to ensure adherence to the exposure values defined in Annexes 3 and 4 (e.g. power lines and lightning). Page 16 "Access to the subscriber's line" ENCLOSURE 3 Execution variants Bunched access to subscriber's line LIST OF CONTENTS 1 EXECUTION VARIANTS 2 2 OBLIGATION TO COOPERATE 2 3 PRICES 2
"Access to the subscriber's line" 1 EXECUTION VARIANTS Within the framework of the existing technical, operational and legal possibilities, Telekom shall offer FirstMark debunched access to subscriber's line in the execution variants described in Annex 3a to 3c. 2 OBLIGATION TO COOPERATE For planning purposes, FirstMark shall provide Telekom with indications related to local network(s) and to products(s) once per year, on 1st January; said indications shall contain information on the prospective number of desired debunched subscriber's lines to be expected for the following two years as assessed by FirstMark, as well as on the prospective correspondent preliminary requests. Deviating from this provision, FirstMark shall provide Telekom with indications relating to local network(s) and to product(s) for planning purposes at the latest 3 months after the stipulation of contract; said indications shall contain information on the prospective number of desired debunched subscriber's lines to be expected for the current year, as assessed by FirstMark. The indications shall have no binding force; however, they shall be prepared by FirstMark with the utmost possible care. 3 PRICES Telekom shall charge a one-off provisioning fee and a monthly grant fee pursuant to Annex 7 for the provisioning and grant of debunched access to subscriber's line. "Access to the subscriber's line" ENCLOSURE 3A EXECUTION VARIANTS COPPER DOUBLE WIRE 2-/4- WIRE WITHOUT INTERMEDIATE REGENERATOR (ZWR) LIST OF CONTENTS 1 DESCRIPTION OF CONTRACTUAL SERVICE 2 2 TECHNICAL DESCRIPTION 2
"Access to the subscriber's line" 1 DESCRIPTION OF CONTRACTUAL SERVICE Within the framework of existing technical and operational possibilities, Telekom shall grant the hereafter variants of copper double wire to FirstMark, at an average availability - in relation to each type of copper double wire - of 98.5% on annual average - Copper double wire 2-wire - Copper double wire 2-wire with high bit-rate use - Copper double wire 4-wire - Copper double wire 4-wire with high bit-rate use Copper double wire 2-wire / copper double wire 4-wire may be used for transmission techniques pursuant to Annex 9, 1.2.1. Uses pursuant to Annex 9, 1.2.2 require copper double wire 2-wire with high bit-rate use or copper double wire 4-wire with high bit-rate use. As for copper double wires for high bit-rate use, better actual values than those described hereinafter may be assumed. In critical cases however, mandatory measurements by FirstMark must be carried out. Within the framework of the existing technical and operational possibilities, Telekom may determine other double wires upon request by FirstMark. This expenditure shall be debited to FirstMark. 2 TECHNICAL DESCRIPTION 2.1 GENERAL INDICATIONS The characteristics of the copper double wires are described by the following parameters: - - Loop resistance 0...1200 (OMEGA) - - Capacity assigned 30...55 nF/km - - Inductance assigned ca 0.7 mH/km - - Crosstalk at f = 1 MHz; (greater than or equal to) 43 dB according to disturbed double wire - - Asymmetry attenuation f = 1 MHz; (greater than or equal to) 40 dB - - Diameter of each wire 0.35 mm; 0.4 mm; 0.5 mm; 0.6 mm; 0.8 mm; 0.9 mm; 1.2 mm in various lengths (sectioning) - - Cable lay-up: layer or bundle stranding "Access to the subscriber's line" 2.2 END USER INTERFACE As network termination with copper double wire 2-wire, usually one 6-pole TLU socket compliant with DIN 41715 with pin assignment according to Table 1 shall be used.
- ------------------------------------------------------------------------------ CONTACT NETWORK INTERFACE - ------------------------------------------------------------------------------ 1 wire a 2 wire b 3 to 6 not assigned - ------------------------------------------------------------------------------
Table 1: Contact assignment As network termination with copper double wire 4-wire, two 6-pole TLU sockets compliant with DIN 41715 are normally used. Wires a1 and b1 are assigned to the first TLU, wires a2 and b2 are assigned to the second TLU according to Table 1. 2.3 FIRSTMARK INTERFACE An interchange distributor is used as network termination. Contact assignment results from the configuration documentation. 2.4 CONNECTION USE Telekom ensures galvanic circuit switch of copper double wire. 2.4.1 ANALOG USE COPPER DOUBLE WIRE In case of analog service, the frequency band from 0 to 15 kHz may be used at a maximum power level of 3 dBm. 2.4.2 USE COPPER DOUBLE WIRE 2-WIRE Transmission techniques according to Annex 9 are recommended for use. If other transmission techniques (line code) are used, network compatibility must be ascertained by testing through Telekom. 2.4.3 USE COPPER DOUBLE WIRE 4-WIRE Transmission techniques according to Annex 9 are recommended for use. If other transmission techniques (line code) are used, network compatibility must be ascertained by testing through Telekom. 2.4.4 VOLTAGES AND CURRENTS ON COPPER DOUBLE WIRE If call AC voltages are transmitted through copper double wire, frequency of 23 to 28 Hz and call voltage of LESS THAN OR EQUAL TO 75 V are set. Harmonic distortion of sinusoidal "Access to the subscriber's line" call voltage must not exceed 15%. Transmission of charge unit pulses through copper double wire 2-wire is effected at a frequency of 16 kHz 6 80 Hz and at a maximum level of + 17 dB (950 mV). DC feed voltage at input of copper double wires 2-/4-wire (interchange distributor) is set at 60 V nominal, current at maximum 60 mA. If higher voltages are used, Telekom must be notified thereof to allow appropriate safety measures of copper double wire to be taken for staff protection. In addition, maximum voltage values and minimal disconnect times pursuant to relevant DIN/VDE provisions and to EN 60950 must be observed. 2.5 LONGITUDINAL VOLTAGES Due to interference by energy facilities (eg high voltage lines, railway catenaries), external voltages on copper double wire towards ground may occur, see DIN VDE 0228. According to DIN VDE 0228, the following maximum voltages are admitted in the range from 16 2/3 to 60 Hz: - - U eff= 60 V with long period interference - - U eff= 430 V with short period interference (LESS THAN OR EQUAL TO 0.5 s) and - - U eff= 650 V with short period interference by highly reliable energy equipment. 2.6 ATMOSPHERIC DISCHARGES Due to atmospheric discharges (lightning), impulse voltages on copper double wire may occur, against which normally no protection devices are installed. In special cases, eg in areas with high lightning activity, protecting devices (surge diverters) are employed. When surge diverters are activated, functional disturbances to the net may occur. Protection devices of termination stations require potential equalization (main potential equalization of building) according to DIN VDE 0800 part 2. Potential equalization will not be provided. The specific design of the line network in the exchange area reduces the risk of voltages occurring at the end of copper double wire whose peak value exceeds 1.5 kV (LESS THAN OR EQUAL TO 1ms) (CCITT recommendation K.11; EN 41003). "Access to the subscriber's line" ENCLOSURE 3B EXECUTION VARIANTS GLASS FIBER 1-/2-FIBERS / WITHOUT INTERMEDIATE REGENERATOR LIST OF CONTENTS 1 DESCRIPTION OF CONTRACTUAL SERVICE 2 2 TECHNICAL DESCRIPTION 2
1 DESCRIPTION OF CONTRACTUAL SERVICE Within the framework of existing technical and operational possibilities, Telekom shall grant the hereafter variants of glass fibers to FirstMark, at an average availability - in relation to a type class of glass fibers - of 98,5% on annual average Gf 1 Gf 2. Gf ends on FirstMark's side at interchange distributor (glass fiber) and at end user's side at an optical access unit. 2 TECHNICAL DESCRIPTION 2.1 GENERAL INDICATIONS General indications are listed on the table on the following page for the different types of cables. 2.2 END CUSTOMER INTERFACE Network termination will usually consist of a glass fiber access unit. 2.3 FIRSTMARK INTERFACE Network termination will consist of a plug module with SC-APC-coupler, preset for plug with 9(degree) cut according to CECC 86 265-81. 2.4 USE GF 1, GF 2 No limit is imposed on the employed transmission techniques. For protection of personnel, line terminating equipment connected by FirstMark, laser class 1 according to IEC 825 and VBG 93 is laid down. "Access to the subscriber's line"
- ----------------------------------------------------------------------------------------------------------------------------------- TRANSMISSION TECHNIQUE FEATURES TRANSMISSION TECHNIQUE FEATURES OF ONE-MODE-FIBRE IN CABLE OF GRADED-INDEX FIBER IN CABLE TYPE SERIES 1 + 2 - ----------------------------------------------------------------------------------------------------------------------------------- FEATURE DEMAND DEMAND DEMAND TS0005 AND TS0007 TS00007- TS0006/02.96 G50 / 125 G 62.5 / 125 TS0012/02.96 - ----------------------------------------------------------------------------------------------------------------------------------- Attenuation coefficient (degree)(degree) +60nm in 1300nm range -30nm 0.45 0.38 maximum dB/km (s.note A and B) (s.note A and B) - ----------------------------------------------------------------------------------------------------------------------------------- Attenuation coefficient (degree)(degree) (average value) related to 1310nm 0.4 0.36 maximum dB/km (s.note A and B) (s.note A and B) - ----------------------------------------------------------------------------------------------------------------------------------- Attenuation coefficient (degree)(degree) +30nm in 1550nm range -70nm 0.37 0.23 maximum dB/km - ----------------------------------------------------------------------------------------------------------------------------------- Attenuation coefficient (degree)(degree) (average value) 0.3 0.21 related to 1550nm (s.note A and B) maximum dB/km - ----------------------------------------------------------------------------------------------------------------------------------- Dispersion parameters +60nm in 1300nm range -30nm 5 3 ps(nm-km) - ----------------------------------------------------------------------------------------------------------------------------------- Dispersion parameters +30nm in 1550nm range -70nm 21 19 maximum ps(nm-km) - -----------------------------------------------------------------------------------------------------------------------------------
"Access to the subscriber's line"
- ----------------------------------------------------------------------------------------------------------------------------------- TRANSMISSION TECHNIQUE FEATURES TRANSMISSION TECHNIQUE FEATURES OF ONE-MODE-FIBRE IN CABLE OF GRADED-INDEX FIBER IN CABLE TYPE SERIES 1 + 2 - ----------------------------------------------------------------------------------------------------------------------------------- FEATURE DEMAND DEMAND DEMAND TS0005 AND TS0007 TS00007- TS0006/02.96 G50 / 125 G 62.5 / 125 TS0012/02.96 - ----------------------------------------------------------------------------------------------------------------------------------- Dispersion parameters +10nm in 1550nm range -10nm max. mean value ps(nm-km) 19 - ----------------------------------------------------------------------------------------------------------------------------------- Polarisation modal dispersion PMD at 1550nm maximum ps/(nm-km) 0.5 0.5 - ----------------------------------------------------------------------------------------------------------------------------------- Cut-off wavelength 1 cc1) maximum Nm 1270 1270 Cut-off wavelength 1 c1) in range Nm 1100-1315 1100-1315 - ----------------------------------------------------------------------------------------------------------------------------------- Attenuation coefficient (degree)(degree) +30nm 1 1 related to 1300nm -15nm (s. note A) (s. note A) maximum dB/km - ----------------------------------------------------------------------------------------------------------------------------------- Attenuation coefficient (degree)(degree) (average value) at 1300nm 0.8 0.8 maximum dB/km (s. note A and B) (s. note A and B) - ----------------------------------------------------------------------------------------------------------------------------------- Bandwidth B0 3) related to 1 km 1) at 850nm 1000 1000 at least MHz - ----------------------------------------------------------------------------------------------------------------------------------- Attenuation coefficient at 850nm 2) maximum dB/km 2.5 3 (s. note A and B) (s. note A and B) - -----------------------------------------------------------------------------------------------------------------------------------
"Access to the subscriber's line"
- ----------------------------------------------------------------------------------------------------------------------------------- TRANSMISSION TECHNIQUE FEATURES TRANSMISSION TECHNIQUE FEATURES OF ONE-MODE-FIBRE IN CABLE OF GRADED-INDEX FIBER IN CABLE TYPE SERIES 1 + 2 - ----------------------------------------------------------------------------------------------------------------------------------- FEATURE DEMAND DEMAND DEMAND TS0005 AND TS0007 TS00007- TS0006/02.96 G50 / 125 G 62.5 / 125 TS0012/02.96 - ----------------------------------------------------------------------------------------------------------------------------------- Bandwidth B0 3) related to 1 km 1) at 850nm 600 in prep. at least MHz - ----------------------------------------------------------------------------------------------------------------------------------- Numerical aperture AN 0.26 0.2756 0.02 0.015 - -----------------------------------------------------------------------------------------------------------------------------------
NOTE A: Outlier regulation Single values up to a value of LESS THAN OR EQUAL TO 0.52 dB/km related to 1310 nm and/or LESS THAN OR EQUAL TO 0.35 dB/km related to 1550 nm are admitted in case of: - - Cables with 4 fibers for 1 fiber - - Cables with 8-48 fibers for 2 fibers - - Cables with more than 48 fibers for max. 3 fibers, however not in one bundled wire If a supply lot consists of several cable sections, recourse to this outlier regulation in the event of series-connection of such fibers in the cable line - regenerator field - is admitted only for max. 2 cable sections. Recourse to this outlier regulation must be notified each quarter to Telekom Fachgruppe TN216, indicating cable type and size of the lot (order code) pursuant to Annex C. NOTE B: Attenuation measurements with OTDR. "Access to the subscriber's line" ENCLOSURE 3C EXECUTION VARIANTS COPPER DOUBLE WIRE 2-/4- WIRE WITH INTERMEDIATE REGENERATOR (ZWR) LIST OF CONTENTS 1 DESCRIPTION OF CONTRACTUAL SERVICE 2 2 TECHNICAL DESCRIPTION 2
"Access to the subscriber's line" 1. DESCRIPTION OF CONTRACTUAL SERVICE Within the framework of existing technical and operational possibilities, Telekom shall grant the hereafter variants of copper double wire to FirstMark at an average availability - in relation to type of copper double wire - of 98.5% on annual average - Copper double wire 2-wire with intermediate regenerator - Copper double wire 4-wire with intermediate regenerator on condition that, at the moment of FirstMark's request, the intermediate regenerators are already in place at the end-customer's connection to be cancelled. 2 TECHNICAL DESCRIPTION 2.1 GENERAL INDICATIONS The characteristics of the copper double wires are described by the following parametres: - - Loop resistance 0...1400 (OMEGA) - - Capacity assigned 30...55 nF/km - - Inductance assigned appr. 0.7 mH/km - - Crosstalk at f = 1 MHz; (greater than or equal to) 43 dB according to disturbed double wire - - Asymmetry attenuation f = 1 MHz; (greater than or equal to) 40 dB - - Diameter of each wire 0.35 mm; 0.4 mm; 0.5 mm; 0.6 mm; 0.8 mm; 0.9 mm; 1.2 mm in various lengths (sectioning) - - Cable lay-up: layer or bundle stranding 2.2 END CUSTOMER INTERFACE As network termination with copper double wire 2-wire, usually one 6-pole TLU jack compliant with DIN 41715 with contact assignment according to Table 2 is used. "Access to the subscriber's line"
- ------------------------------------------------------------------------------- Contact Network interface - ------------------------------------------------------------------------------- 1 wire a 2 wire b 3 to 6 not assigned - -------------------------------------------------------------------------------
Table 2: Contact assignment As network termination with copper double wire 4-wire, usually two 6-pole TLU sockets compliant with DIN 41715 are used. Wires a1 and b1 are assigned to the first TLU, wires a2 and b2 are assigned to the second TLU according to Table 2. 2.3 FIRSTMARK INTERFACE An interchange distributor is used as network termination. Pin assignment results from the configuration documentation. 2.4 USE OF CONNECTION 2.4.1 USE 0...144 KBIT/S NET BIT RATE (= COPPER DOUBLE WIRE 2-WIRE) For service, transmission technique according to ETR 080 Annex B and/or Telekom guideline 1 TR 220 (see Annex 2) must be used. To supply intermediate regenerator with power, supply voltages according to Telekom guideline 1 TR 216 (see Annex 1) must be used. 2.4.2 USE 0...2.0 MBIT/S ( = COPPER DOUBLE WIRE 4-WIRE) For service, transmission technique according to Telekom guideline 1 TR 221 (HDB3-code) must be used. Power supply of intermediate regenerator must be realised by remote feeding (constant-current source), launched through a phantom circuit. Nominal constant feed current: 59 mA +/- 1 mA Nominal voltage range: 10 V to 200 V Safety disconnect: at 66 mA Upper voltage limit: 210 V Galvanic disconnect: 2 kV For safety of personnel and of technical facilities, maximum current values and minimal disconnect times are to be respected in accordance with the relevant DIN/VDE regulations and with EN 60950. "Access to the subscriber's line" 2.5 LONGITUDINAL VOLTAGES Due to interference by energy facilities (e.g. high voltage lines, railway catenaries), external voltages on copper double wire towards ground may occur, see DIN VDE 0228. According to DIN VDE 0228, the following maximum voltages are admitted in the range from 16 2/3 to 60 Hz: - - U eff= 60 V in case of long period interference - - U eff= 430 V in case of short period interference (less than or equal to 0.5 s) and - - U eff= 650 V in case of short period interference by highly reliable energy equipment. 2.6 ATMOSPHERIC DISCHARGES Due to atmospheric discharges (lightning), impulse voltages on copper double wire may occur, against which there are normally no protecting devices installed. In special cases, e.g. in areas with high lightning activity, protecting devices (surge diverters) are employed. When surge diverters are activated, functional disturbances to the net may occur. Protection devices of termination stations require potential equalization (main potential equalization of building) according to DIN VDE 0800 part 2. Potential equalization will not be provided. The specific design of the line network in the exchange area reduces the risk of voltages occurring at the end of copper double wire whose peak value exceeds 1.5 kV (less than or equal to 1ms) (CCITT recommendation K.11; EN 41003). "Access to the subscriber's line" ENCLOSURE 4 EXECUTION VARIANTS BUNCHED ACCESS TO SUBSCRIBER'S LIST OF CONTENTS 1 EXECUTION VARIANTS 2 2 OBLIGATION TO COOPERATE 2 3 PRICES 2
Page 1 "Access to the subscriber's line" 1 EXECUTION VARIANTS Within the framework of the existing technical, operational and legal possibilities, Telekom shall offer FirstMark bunched access to subscriber's line in the execution variants described in Annex 4a to 4d. 2 OBLIGATION TO COOPERATE For planning purposes, FirstMark shall provide Telekom with indications related to local network(s) and to products(s) once per year, on 1st January; said indications shall contain information on the prospective number of desired bunched subscriber's lines to be expected for the following two years as assessed by FirstMark, as well as on the prospective correspondent preliminary requests. Deviating from this provision, FirstMark shall provide Telekom with indications relating to local network(s) and to product(s) for planning purposes at the latest 3 months after the stipulation of contract; said indications shall contain information on the prospective number of desired bunched subscriber's lines to be expected for the current year as assessed by FirstMark. The indications shall have no binding force; however, they shall be prepared by FirstMark with the utmost possible care. 3 PRICES Telekom shall charge a one-off provisoning fee and a monthly grant fee pusuant to Annex 7 for the provisioning and grant of bunched access to subscriber's line. Page 2 "Access to the subscriber's line" ENCLOSURE 4a EXECUTION VARIANTS CARRIER-CUSTOMER-ACCESS (CCA) OF TELEKOM LIST OF CONTENTS 1 DESCRIPTION OF CONTRACTUAL SERVICE 2 2 TECHNICAL DESCRIPTION CARRIER CUSTOMER ACCESS ANALOG 4 3 TECHNICAL DESCRIPTION CARRIER CUSTOMER ACCESS - BASIC WITH PCM2FA 13 4 TECHNICAL DESCRIPTION CARRIER CUSTOMER ACCESS - BASIC WITHOUT PCM2FA 17 5 TECHNICAL DESCRIPTION CARRIER CUSTOMER ACCESS - PRIMARY 19 6 TELEPHONE SIGNALING 20 7 LITERATURE 22
Page 1 "Access to the subscriber's line" 1 DESCRIPTION OF CONTRACTUAL SERVICE Within the framework of existing technical and operational possibilities, Telekom shall grant subscriber's lines (CCA) to FirstMark at an average availability - in relation to a type class of CCA - of 98,5% on annual average. The following CCA variants are offered: Carrier Customer Access - Analog Analog Interfaces with Telephone Signaling Customer Carrier (Collocation room) [insert diagram] Possible uses: -Service channel 300 to 3400Hz -Call signal 25 or 50Hz -Feed current 20 to 60mA -Feed voltage 24 to 60V -Meter pulse 16kHz Carrier Customer Access - Basic Digital Interfaces with B + B + D Channel (with PCM2FA) Customer Carrier (Collocation room) [insert diagram] Main features: - Customer S0 according to I.430 - Carrier 3x64kBit/s G.703. - B1/B2 channel - D-channel 16kBit/s - Intermediate regenerator (possibe) Page 2 "Access to the subscriber's line" Carrier Customer Access - Basic Digital Interfaces with B + B + D Channel (without PCM2FA) Customer Carrier (Collocation room) [insert diagram] Main features: - Customer S0 according to I.430 - Carrier Uk0 according to 1TR220 - B1/B2 channel - D-channel 64kBit/s - Intermediate regenerator (possibe) Carrier Customer Access - Primary Digital Interfaces with 30B + D64 Channel Customer Carrier (Collocation room) [insert diagram] Main features: - Customer S2M according to I.430 - Carrier 2Mbit/s G.703/704. - 30B-channels 64kBit/s - D-channel 64kBit/s - Intermediate regenerator (possibe) Page 3 "Access to the subscriber's line" 2 TECHNICAL DESCRIPTION CARRIER CUSTOMER ACCESS ANALOG 2.1 TRANSMISSION TECHNIQUE FEATURES OF CONNECTION The transmission route is provided full duplex at bandwidth 3.1 kHz in the frequency range 300 to 3400 Hz. 2.1.1 OVERALL TRANSMISSION LOSS Nominal overall loss is ar (less than or equal to) 10 dB at frequency 1000 Hz. 2.1.2 FREQUENCY OVERALL LOSS DISTORTION Frequency overall loss distortion ranges, in relation to overall loss at 1000 Hz, within the tolerances defined by Fig. 1. Overall loss in dB [insert diagram] Frequency in Hz 1) The amplified tolerance diagram applies to transmission routes which are not led over a transmission system. Fig. 1: Frequency overall loss distortion 2.1.3 RELATIVE LEVELS Relative levels at input and output of transmission routes are indicated to avoid overload of technical equipment on transmission route. 2.1.3.1 RELATIVE LEVEL AT INPUT OF TRANSMISSION ROUTE Relative level at input is PrE = +3 dBr. Page 4 "Access to the subscriber's line" 2.1.3.2 RELATIVE LEVEL AT OUTPUT OF TRANSMISSION ROUTE Relative level at output is PrA (greater than or equal to) -7 dBr, and with deattenuation PrA (greater than or equal to) -2 dBr. 2.1.4 DELAY Delay of up to 5 ms must be taken into account for the connection. 2.1.5 QUANTIZATION DISTORTION A maximum of 3.5 quantization distortion units will occur within one Carrier Customer Access-Analog (between Network Termination - Analog). Page 5 "Access to the subscriber's line" 2.2 END CUSTOMER INTERFACE In principle, Technical guideline 1 TR 110 "Technical Description of Analog dial-up connections at Telephone Network/ISDN of Deutsche Telekom" [16] applies. 2.2.1 CONNECTOR / JACK Usually, a 6-pole telecommunication line unit as defined by DIN 41 715 [2] is installed as Network Termination-Analog with pin assignment according to Table 3. Exceptions are possible, e.g. special requirements of end customer regarding installation.
- ---------------------------------------------------------------------- Contact Network interface - ---------------------------------------------------------------------- 1 wire a 2 wire b 3 not assigned 4 not assigned 5 not assigned 6 not assigned - ----------------------------------------------------------------------
Table 3: Contact assignment 2.2.2 NOISES Noise level assessed psophometrically at NTA depends on the length and routing type of transmission path. Noise level of maximally -52 dBm0p at one NTA may occur, if the other NTA is terminated with nominal impedance. 2.2.3 IMPEDANCE AT INPUT Transmission of useful signals through analog dial-up connection is based on the matching technique, routinely used in telecommunications. To ensure best transmission of useful signals, the analog dial-up connection expects a terminal to be switched on, whose signal source/signal sink is adjusted to the impedance of the analog dial-up connection. The occurrence of reflections and echoes is reduced by the adjustment. The nominal value of the input impedance at 2-wire interfaces of the transmission route is set at ZR. 2.2.3.1 USEFUL SIGNAL AT OUTPUT OF NTA The useful signal at output of NTA depnds on the attenuation and the attenuation distortions of the transmission route as well as on the useful signal at input of NTA at the remote end. If a level of -9 dBm (f = 1000 Hz) is sent at the input of NTA (remote end), the level at output will be -19 to -9 dBm. Page 6 "Access to the subscriber's line" 2.2.3.2 DISTURBING SIGNAL AT OUTPUT OF NTA The useful signal at the input of NTA (near end) can be reflected on the transmission route. At the output of NTA, the useful signal appears in delay and attenuated by ca 10 dB. The useful signal at the input of NTA (remote end) can be double-reflected. At the output of NTA (near end), the useful signal appears in delay and attenuated by ca 20 dB. 2.2.4 CLIMATIC CONDITIONS The employed NTA are appropriate for operation in a surrounding climate according to ETS 300 019-1-3 [3] environment class 3.1 DIN IEC 721 [8]. 2.3 FIRSTMARK INTERFACE 2.3.1 CONNECTOR / JACK Usually a contact couple at the distributor is provided as NTA. 2.3.2 NOISES Noise level assessed psophometrically at NTA depends on the length and type of transmission path routing. Noise level of maximally -52 dBm0p at one NTA may occur if the other NTA is terminated with nominal impedance. 2.3.3 IMPEDANCE AT INPUT Transmission of useful signals through analog dial-up connection is based on the matching technique, routinely used in telecommunications. To ensure best transmission of useful signals, the analog dial-up connection expects a terminal to be switched on, whose signal source/signal sink is adjusted to the impedance of the analog dial-up connection. The occurrence of reflections and echoes is reduced by the adjustment. The nominal value of the input impedance at the 2-wire interfaces of the transmission route is set at ZR. 2.3.3.1 USEFUL SIGNAL AT OUTPUT OF NTA The useful signal at output of NTA depnds on the attenuation and the attenuation distortions of the transmission route and on the useful signal at input of NTA at the remote end. If a level of -9 dBm (f = 1000 Hz) is sent at the input of NTA (remote end), the level at output will be -19 to -9 dBm. Page 7 "Access to the subscriber's line" 2.3.3.2 DISTURBING SIGNAL AT OUTPUT OF NTA The useful signal at the input of NTA (near end) may be reflected on the transmission route. At the output of NTA the useful signal appears in delay and attenuated by ca 10 dB. The useful signal at the input of NTA (remote end) can be double-reflected. At the output of NTA (near end) the useful signal appears in delay and attenuated by ca 20 dB. 2.2.4 CLIMATIC CONDITIONS The employed NTA are suitable for operation in a surrounding climate according to ETS 300 019-1-3 [3] environment class 3.1 DIN IEC 721 [8]. 2.4 TELEPHONE SIGNALING Telephone signaling is permanently available and is not decoupled from the service channel. Telephone signaling can only work if the limits defined in Tables A/1 or 2 are respected. By these limits, it is also ensured that no disturbances to the network occur. In addition, the following conditions apply: - - The transmission route has a DC resistance of (less than or equal to) 1200 X, - - signal key and loop signal are distorted by the transmission route by maximally 610 ms, - - leakage resistances of the transmission route between a-wire and reference potential, b-wire and refernce potential and a-wire and b-wire amount to (greater than or equal to) 100 kX, respectively. 2.5 TRANSMIT LEVEL "CCA for analog telephone connection" is a transmission route with analog a/b interfaces. Within the dynamic range of the A-coding law according to ITU-T recommendation G.711 [9], any level can be transmitted. A relative level of +3.14 is assigned to the load capacity. A digital interface corresponds to a 0 dBr point with a relative level of 0 dBr. A test signal according to ITU-T recommendation G.711 [9] generates an absolute power level of 0 dBm after D/A conversion. To ensure assignment of transmit signals to terminal equipment, the specifications for network access are given hereafter. 2.5.1 TRANSMIT LEVEL AT NETWORK ACCESS In communication state, a useful signal within the frequency range from 300 Hz to 3400 Hz can be transmitted through Carrier Customer Access - Analog. The dynamic range at the network access is ca 60 dB. As the effect of useful signals and disturbing signals reaching the transmission route input depends on the type of signal (voice signal, single frequencies i.a.), such signals can be classified into various categories. Terminal equipment is subdivided in various, reciprocally non-exclusive categories to avoid negative interference on transmission route by useful and disturbing signals. Page 8 "Access to the subscriber's line" A type of terminal equipment may well appear in more than one category. For the purpose of this "Technical description", a general subdivision is defined according to the following definition: a) terminal equipment whose output signals come from an integrated acoustic/electric converter in real time (see section 2.5.2); b) terminal equipment whose output signals are generated electrically within the terminal (see section 2.5.3); c) circuit-switching terminal equipment whose output signals come from another electric interface (see section 2.5.4). NOTE: Terminals may belong to more than one category. A telephone may belong to category a) for voice and to category b) for emission of MFV signals. The function of emitting synthetic or stored voice or music, as present in answering machines or voice boxes, falls under category b). 2.5.2 TERMINAL WITH ACOUSTIC SOURCE (SEND LOUDNESS RATING SLR) Minimal SLR of the terminal, measured at termination with ZR, must be (greater than or equal to) -5. Note: Minimal SLR value of -5 dB relates to the measured current value, not to the nominal value, i.e. there is no tolerance for this value. It was specified to ensure the network to run unharmed. It is recommended to have SLR (greater than) -2 dB under normal operating conditions. 2.5.3 TERMINAL WITH INTERNALLY GENERATED ELECTRIC SIGNAL 2.5.3.1 MAXIMUM MEDIUM LEVEL Medium power level in the frequency range from 200 Hz to 3800 Hz in each one-minute interval must be (less than or equal to) -9 dB, if the terminal is terminated with ZR. 2.5.3.2 MAXIMUM INSTANTANEOUS POWER (PEAK VOLTAGE) Maximum instantaneous power is indicated as peak voltage. Maximum peak voltage in frequency range from 200 Hz to 3800 Hz must be (less than or equal to) 2.0 V, if terminal is terminated with ZR. 2.5.3.3 MAXIMUM POWER IN 10-HZ BANDWIDTH Maximum power in 10-Hz bandwidth with medium frequency in the frequency band from 5 Hz to 4300 Hz must comply with the conditions according to fig 2, if the terminal is terminated with ZR. EXCEPTION: When sending MFV signals, maximum power in 10-Hz bandwidth between 1200 Hz and 1700 Hz may be exceeded by maximally 3 dBm. NOTE: MFV signals usually have a mark-to-space ratio of less than 50%. Page 9 "Access to the subscriber's line" Note: For determination of this tolerance mask, max. medium transmit level of -9dBm and relative level at input of +6 dBr are assumed. Transmit level in dBm measurement bandwidth 10 Hz frequency in Hz Fig. 2: Maximum power in 10-Hz bandwidth 2.5.4 TERMINAL WITH ELECTRIC INPUT SIGNAL There are no regulations for the level of the output signal in the frequency range from 5 Hz to 4300 Hz if the output signal comes from another electric interface (e.g. with circuit-switching terminal equipment). NOTE: It is not feasible to limit the level of signals coming from other input units of the terminal, therefore there is no rule regulating this category of terminals in this standard. It is recommended that the manufacturer of the terminal equipment give indications on the allowed signal level at the input interfaces for which through- connection is allowed. 2.5.5 MAXIMUM TRANSMISSION POWER ABOVE 4.3 KHZ This rule applies to all terminal equipment. If the output signal of the terminal comes from an acoustic interface or from an electric interface, these inputs must be in idle state. The maximum transmit level above 4.3 kHz, generated by normal use of the terminal and measured at termination with 120 X at bandwidth according to Table 4, must observe the conditions defined by Fig. 3 over the entire frequency range from 4.3 kHz to 2 MHz. EXCEPTION: E.g., during transmission of MFV signal, the level of single-frequency shares in the ouput spectrum may exceed the values laid down in Fig. 3, however a value of -35 dBm must not be exceeded. Page 10 "Access to the subscriber's line" Note 1: Terminating impedance of 120 X was selected for the out-of-band standard because this is a fairy good approximation to what the terminal perceives at these frequencies.
- -------------------------------------------------------------------------------- Note 2: Measurement bandwidth "Standard operation of terminal" is defined in conditions of measurement - -------------------------------------------------------------------------------- 4.3 to 7 kHz 300 Hz - -------------------------------------------------------------------------------- 7 to 200 kHz 1 kHz - -------------------------------------------------------------------------------- 0.2 to 2 MHz 10 kHz - --------------------------------------------------------------------------------
Table 4: Measurement bandwidth in case of out-of-band interferences Note: For determination of this tolerance mask, max. medium transmit level of -9dBm and relative level at input of +6 dBr are assumed Transmit level in dBm measurement bandwidth frequency in Hz Fig. 3: Maximum transmit level above 4.3 kHz NOTE: Terminals emitting a level of + 18 dBm for a short time ((less than or equal to) 10ms) do not disturb the network. 2.6 LONGITUDINAL VOLTAGES Due to interference by energy facilities (e.g. high voltage lines, railway catenaries), external voltages on copper double wire towards ground may occur, see DIN VDE 0228 [4]. According to DIN VDE 0228, the following maximum voltages are admitted in the range from 16 2/3 to 60 Hz: - - Ueff = 60 V in case of long period interference - - Ueff = 430 V in case of short period interference ((less than or equal to) 0.5 s) and NOTE: In the course of adjustment of DIN VDE 0228 to international rules, it is likely that the voltage for short period interference by energy facilities of high reliability will be completed by a value of 650 V. The changed limits will apply also to this guideline. Page 11 "Access to the subscriber's line" 2.7 ATMOSPHERIC DISCHARGES Due to atmospheric discharges (lightning), impulse voltages on the transmission route may occur, against which normally no protection devices are installed. In special cases, e.g. in areas with high lightning activity, protecting devices (surge diverters) are employed. When surge diverters are activated, functional disturbances to the net may occur. Protection devices of termination stations require potential equalization (main potential equalization of building) according to DIN VDE 0800 [5] part 2. Potential equalization will not be provided. The specific design of the line network in the exchange area reduces the risk of voltages occurring at NTA whose peak value exceeds 1.5 kV ((less than or equal to) 1ms) (CCITT recommendation K.11 [6]; EN 41003 [7]). Page 12 "Access to the subscriber's line" 3 TECHNICAL DESCRIPTION CARRIER CUSTOMER ACCESS - BASIC WITH PCM2FA Fig. 4 shows the integration of CCA into refernce configuration of ISDN. the CCA corresponds to Access Digital Section of ETS 300 297. The CCA is terminated at reference point T by a S0 interface and at reference point V1 by three 64 kbit/s interfaces. ETS 300 166 specifies features of CCA between refernce points T and V1. [insert diagram] Fig. 4: Diagram of CCA for ISDN base terminal 3.1 INTERFACES AT REFERENCE POINT V1 Logical interface V1 consists of three 64 Kbit/s interfaces according to ETS 300 166 (codirectional interface according to ITU-T recommendation G.703). Interface B1 provides B1 channel, interface B2 provides B2 channel. Interface C is used for D channel as well as for control and answer information. 3.1.1 FEATURES OF INTERFACES B AND C 3.1.1.1 ELECTRICAL FEATURES The electrical features of B1, B2 and C interfaces comply with ETS 300 166 (codirectional interface according to ITU-T recommendation G.703). TESTING: Tests are to be carried out according to 1 technical guideline 805, part 6a. 3.1.1.2 JITTER AND WANDER CCA functions without error when jitter is generated by band-limited random noise through the two components A and B compliant with Table 5. Each component generates a jitter amplitude according to Table 5 by modulating the input signal with filtered random noise. Cut-off frequencies of first order linear filters are indicated in Table 5. Page 13 "Access to the subscriber's line"
- ----------------------------------------------------------------------------------------------------------------------- BAND-LIMITED MEASURING FILTER BANDWIDTH JITTER AMPLITUDE, RANDOM NOISE GENERATED BY COMPONENTS OF BAND-LIMITED RANDOM NOISE - ----------------------------------------------------------------------------------------------------------------------- Component Lower cut-off frequency Upper cut-off frequency Output jitter peak-peak - ----------------------------------------------------------------------------------------------------------------------- A 20 Hz 600 Hz 0.25 UI - ----------------------------------------------------------------------------------------------------------------------- B 3 kHz 20 kHz 0.05 UI - -----------------------------------------------------------------------------------------------------------------------
Table 5: Jitter compatibility at input of B and C interfaces Low-frequent phase deviation against fed-in clock at T3 interface (wander) up to peak-to-peak amplitude of 1.15 UI (18 Xs) do not cause transmission errors. Larger phase deviations and/or frequency deviations between T3 and B and C interfaces cause octet slips in the CCA. TESTING: The test is to be carried out according to technical guideline 1 TR 805, part 6a. Page 14 "Access to the subscriber's line" 3.1.2 FUNCTIONAL PROPERTIES OF C INTERFACE Table 6 shows the assignment of bits at C interface. Table 7 shows the coding of the function elements specified in ETS 300 297 and of further messages.
- ----------------------------------------------------------------------------------------------------------------------- ASSIGNMENT OF BITS AT C INTERFACE - ----------------------------------------------------------------------------------------------------------------------- bit no. bit 1 bit 2 bit 3 bit 4 bit 5 bit 6 bit 7 bit8 - ----------------------------------------------------------------------------------------------------------------------- function D1 D2 A E S1 S2 S3 S4 - -----------------------------------------------------------------------------------------------------------------------
Table 6: Assignment of bits at C interface D1, D2: D channel A: alarm bit for transmitting error and failure messages E: control bit for loops and indicator bit for errors in CCA S1 to S4: service channel
- ----------------------------------------------------------------------------------------------------------------------- FUNCTION DIRECTION A E S1 S2 S3 S4 COMMENT ELEMENT - ----------------------------------------------------------------------------------------------------------------------- FE1 LT < -- ET 0 0 0 1 1 1 - ----------------------------------------------------------------------------------------------------------------------- FE2 LT -- > ET 0 0 0 1 1 1 - ----------------------------------------------------------------------------------------------------------------------- FE3 LT -- > ET 0 0 0 1 1 - ----------------------------------------------------------------------------------------------------------------------- FE4 LT -- > ET 0 0 0 0 1 1 access activated 0 1 0 0 1 1 loopback activated - ----------------------------------------------------------------------------------------------------------------------- FE5 LT < -- ET 0 0 1 1 1 1 - ----------------------------------------------------------------------------------------------------------------------- FE6 LT -- > ET 0 1 1 0 1 1 LOS/LFA at LT 0 0 0 0 0 0 LOS/LFA or Loss of power at NT1 8x1 0 0 1 1 RDS error at LT 1 0 x x x x DC overload - ----------------------------------------------------------------------------------------------------------------------- FE8 LT < -- ET 0 1 0 1 1 1 - ----------------------------------------------------------------------------------------------------------------------- FE9 LT < -- ET 0 8x1, 8x0 0 1 0 1 - ----------------------------------------------------------------------------------------------------------------------- FE10 LT < -- ET -- -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------- FE11 LT < -- ET -- -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------- FE12 LT -- > ET 0 0 0 0 0 0 - ----------------------------------------------------------------------------------------------------------------------- FE13 LT < -- ET -- -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------- LOS/AIS LT < -- ET - ----------------------------------------------------------------------------------------------------------------------- Note: FE10, FE11 and FE 13 are not supported - -----------------------------------------------------------------------------------------------------------------------
Table 7: Coding of function elements at C interface Page 15 "Access to the subscriber's line" 3.2 INTERFACE AT T REFERENCE POINT The CCA is terminated by S0 interface at T reference point. This interface corresponds to ETS 300 012. The option selected by Telekom for S0 interface is described in technical guideline 1 TR 236. 3.3 ELECTRICAL FEATURES OF CLOCK INTERFACE T3 The electrical features of clock interface correspond to the symmetric variant, as specified in ETS 300 166, Table 1, Clause 10.3. In addition, the interface may be high-resistance (1.6 kX with parallel capacity of (less than or equal to) 60 pF). 3.4 CLOCK TRANSMISSION AT CCA The CCA for base terminal (with PCM2FA) is operated with Telekom's central clock, connected to T3 interface. Clock distribution to the single interfaces in CCA is shown in Fig. 5. [insert diagram] data transmission clock transmission Fig. 5: Clock generation and distribution for CCA Page 16 "Access to the subscriber's line" 4 TECHNICAL DESCRIPTION CARRIER CUSTOMER ACCESS - BASIC WITHOUT PCM2FA 4.1 CONNECTION FEATURES Two B channels with 64 kbit/s each and one D channel with 16 kbit/s are provided. 4.2 END CUSTOMER INTERFACE End customer interface corresponds to S0 interface according to DIN ETS 300 012 and/or ITU-T recommendation I.430. The interface functions with a structured 192-kbit/s signal. Two unstructured channels with 64 kbit/s each (B1 and B2 channel) and one channel with 16 kbit/s (D channel) are provided to the end customer. 4.3 FIRSTMARK INTERFACE An interchange distributor is used as network termination. Contact assignment results from the configuration documentation. For use of Uk0 interface, transmission technique according to ETR 080 Annex B and/or Telekom guideline 1 technical guideline 220 (see Annex 2) must be employed. For power feed, feed voltages in accordance with Telekom guideline TR1 216 (see Annex 1) are to be used. 4.4 LONGITUDINAL VOLTAGES Due to interference by energy facilities (eg high voltage lines, railway catenaries), external voltages on copper double wire towards ground may occur, see DIN VDE 0228. According to DIN VDE 0228, the following maximum voltages are admitted in the range from 16 2/3 to 60 Hz: - - Ueff = 60 V with long period interference - - Ueff = 430 V with short period interference (less than or equal to 0.5 s) and - - Ueff = 650 V with short period interference by highly reliable energy equipment. 4.5 ATMOSPHERIC DISCHARGES Due to atmospheric discharges (lightning), impulse voltages on copper double wire may occur, against which normally no protection devices are installed. In special cases, e.g. in areas with high lightning activity, protecting devices (surge diverters) are employed. When surge diverters are activated, functional disturbances to the net may occur. Protection devices of termination stations require potential equalization (main potential equalization of building) according to DIN VDE 0800 part 2. Potential equalization will not be provided. Page 17 "Access to the subscriber's line" The specific design of the line network in the exchange area reduces the risk of voltages occurring at the end of copper double wire whose peak value exceeds 1.5 kV ((less than or equal to)1ms) (CCITT recommendation K.11; EN 41003). Page 18 "Access to the subscriber's line" 5 TECHNICAL DESCRIPTION CARRIER CUSTOMER ACCESS - PRIMARY Fig. 6 shows the integration of CCA into reference configuration of ISDN. CCA corresponds to Access Digital Section of ETS 300 233. CCA is terminated at reference point T by a S2M interface, and at reference point V3 by one 2048 kbit/s interface. ETS 300 233 specifies features of CCA between reference points T and V3. [insert diagram] Fig. 6: Diagram of CCA for ISDN - PMxAs 5.1 INTERFACE AT REFERENCE POINT V3 AND/OR V3' REFERENCE POINT 5.1.1 FEATURES OF INTERFACES 5.1.1.1 ELECTRICAL FEATURES The electrical features of symmetric 2048-kbit/s interface at reference point V3, and/or V3' reference point comply with ETS 300 166. TESTING: Tests are to be carried out according to technical guideline 1 TR 805, part 9. 5.1.1.2 JITTER AND WANDER CCA functions without error when the input signal is phase-modulated with a filtered noise signal according to Table 8.
- ------------------------------------------------------------------------------------------- Bandwidth of measuring filter Jitter at input - ------------------------------------------------------------------------------------------- Lower cut-off frequency Upper cut-off frequency Input jitter peak-to-peak (high-pass) (low-pass) - ------------------------------------------------------------------------------------------- 40 Hz 100 kHz 0.11 UI - -------------------------------------------------------------------------------------------
Table 8: Jitter tolerance at input of V3 interface Jitter at network output does not exceed the limits for maximum output jitter defined in Table 9 according to CCITT recommendation G.823 [5], if maximum input jitter allowed is present at T reference point. Page 19 "Access to the subscriber's line"
- -------------------------------------------------------------------------------------- Bandwidth of measuring filter Jitter at output - -------------------------------------------------------------------------------------- Lower cut-off frequency Upper cut-off frequency Output jitter (high-pass) (low-pass) peak-peak - -------------------------------------------------------------------------------------- 20 Hz 100 kHz 1.5 UI - -------------------------------------------------------------------------------------- 18 kHz 100 kHz 0.2 UI - --------------------------------------------------------------------------------------
Table 9: Maximum jitter at output V3 interface TESTING: Tests are to be carried out according to technical guidline 1 TR 805, part 9. 5.1.2 FUNCTIONAL CHARACTERISTICS OF V3 INTERFACE FEs for CRC-4 error detectionb at T reference point (see ETS 300 233, Table 4) can be activated if required. 5.2 INTERFACE AT T REFERENCE POINT The CCA is terminated by S2M interface at T reference point. This interface corresponds to ETS 300 011. The option selection of Telekom for this interface is described in technical guideline 1 TR 237. 5.3 CLOCK TRANSMISSION AT CCA The clock is transmitted together with the data from reference point V3 (and/or V3') to reference point T, and from reference point T to reference point V3 (and/or V3'), see fig. 7. [insert diagram] data transmission clock transmission Fig. 7: Clock generation and distribution for CCA 6 TELEPHONE SIGNALING Telephone signaling is signaling at dial-up connections on the telephone network/ISDN. In telephone signaling, signal exchange between telephone and switching center (VE) at network node is directional. The following conditions must be observed by the terminals: Page 20 "Access to the subscriber's line"
- ---------------------------------------------------------------------------------------- The following signals or states are transmitted from switching center (VE) to telephone - ---------------------------------------------------------------------------------------- Idle state Feed voltage Us = 15 to 90 V - ---------------------------------------------------------------------------------------- Call state Call voltage U = 52 to 75 V Frequency f = 25 or 50 Hz 6 8% Harmonic distortion k (less than or equal to) 15 % Internal resistance R (less than or equal to) 200 X Call signal pulse t = 100 to 1100 ms Call signal space t = 3700 to 5500 ms 1) - ---------------------------------------------------------------------------------------- Communication state Feed DC I = 20 to 60 mA - ---------------------------------------------------------------------------------------- 16-kHz pulses Transmit level ps = 0 to + 17 Frequency db (950 mV) Internal resistence f = 16 kHz 6 80 Hz Pulse duration R = 200 X Pulse space t = 80 to 1020 ms t (greater than or equal to) 132 ms - ----------------------------------------------------------------------------------------
1) The minimal call signal space may be 100 ms, if it is ensured that in each 4800-ms interval maximally 1100 ms call signal pulses are contained. Table A/1: Signals/states of telephone facility The following signals or states are transmitted from telephone to switching center (VE)
- ------------------------------------------------------------------------------------------------------ The following signals or states are transmitted from switching center (VE) to telephone - ----------------------------------------------------------------------------------------------------- Idle state DC loop open R (greater than) 1 MX Call circuit switched on Z25Hz = 2 to 20 kX Re (Z) (greater than or equal to) 450 X C = 0.35 to 3.4 XF - ----------------------------------------------------------------------------------------------------- Call state Loop a-/b-wire R = 300 to 540 X 16-kHz receiver ps (greater than or equal to) -23 dB (950mV) Zi (greater than or equal to) 200 X - ----------------------------------------------------------------------------------------------------- Dial state Loop dialing appr. 10 Hz RPause (greater than or equal to) 100 kX RImpuls (less than or equalto) 390 X Multifrequency dialing pS (less than or equal to) -9 dB (950mV) - ----------------------------------------------------------------------------------------------------- Signal key a-wire and/or R (less than or equal to) 60 X at b-wire reference potential I (less than or equal to) 120 mA t (less than or equal to) 500 ms - -----------------------------------------------------------------------------------------------------
Table A/2: Signals/states of the telephone Page 21 "Access to the subscriber's line" LITERATURE [1] CCITT Recommendation P.56: "Objective measurement of active speech level". [2] DIN 41 715: "Connectors for Telekommunication Line Units (TAE)". [3] ETS 300 019-1-3: "Environmental conditions and environmental tests for telecommunications equipment, Part 1-2: classification of environmental conditions--Stationary use at weather-protected locations". [4] DIN VDE 0228: "Interference of Information Technology Equipment". [5] DIN VDE 0800: "Potential Equalization and Earthing". [6] CCITT Recommendation K 11: "Principles of protection against overvoltage and overcurrent". [7] EN 41003: "Particular safety requirements for equipment including electrical business equipment". [8] Din IEC 721: "Classification of Environmental Classes - Classes of Influence Quantitites: Stationery Use, Sheltered". [9] CCITT Recommendation G.711: "Pulse Code Modulation (PCM) of voice frequencies". [10] 1 TR 236 (1991): "Euro-ISDN; Specification of Interface S0; Layer 1". [11] 1 TR 237 (1991): "Euro-ISDN; Specification of Interface S2M; Layer 1". [12] 1 TR 805: " Standard Fixed Connections". [13] ETS 300 166 (1993): "Transmission and multiplexing physical/electrical characteristics of hierarchical digital interfaces for equipment using the 2048 kbit-based plesiochronous digital hierachies". [14] ETS 300 233 (1994): "Intergrated Services Digital Network (ISDN); Access digital section for ISDN primary rate". [15] ETS 300 297 (1995): "Intergrated Services Digital Network (ISDN); Access digital section for ISDN basic rate". [16] Technical Guideline 1 TR 110: "Technical Description of Analog Dial-up Connections to Telephone Network/ISDN of Deutsche Telekom". [17] ITU-T-Recommendation G.703 (1988): "Physical/electrical characteristics of hierarchical digital interfaces". Page 22 "Access to the subscriber's line" [18] Technical Guideline 1 TR 130: "Conversion of Signaling at Analog Telephone Connections to Signaling Protocoll of Interface V5"; Part 0: General Provisions, Part 1: Analog Telephone Connections without Direct Dialing. [19] Technical Guideline 163 TR 12: "Interface V5: Option Selection for Analog Telephone Connections without Direct Dialing". Page 23 "Access to the subscriber's line" ENCLOSURE 4b EXECUTION VARIANTS ANALOG TELEPHONE ACCESS LINE WITH OPAL/ISIS
LIST OF CONTENTS 1 DESCRIPTION OF CONTRACTUAL SERVICE 2 2 TECHNICAL DESCRIPTION 2
Page 1 "Access to the subscriber's line" 1 DESCRIPTION OF CONTRACTUAL SERVICE Within the framework of existing technical and operational possibilities, Telekom shall grant analog telephone access lines to FirstMark; said lines are carried over OPAL/ISIS equipment and shall be provided at a medium availability of 98,5% on annual average, in relation to one type class. The telephone access lines shall terminate on FirstMark's side at the interchange distributor with a V5.1 interface, and on end customer's side at the 1. telecommunication line unit. 2 TECHNICAL DESCRIPTION 2.1 PROPERTIES OF THE LINE The line shall be provided full duplex at bandwidth 3.1 kHz in the frequency range from 300 to 3400 Hz. 2.1.1 EFFECTIVE ATTENUATION Nominal effective attenuation is 3 dB between NTA and interface V5.1, and 10 dB between interface V5.1 and the NTA. Page 2 "Access to the subscriber's line" 2.1.2 FREQUENCY-RELATED EFFECTIVE ATTENUATION DISTORTION Frequency-related effective attenuation distortion ranges, in relation to the overall loss at 1000 Hz, within the tolerances defined by Fig. 8. Effective attenuation in dB [insert diagram] Frequency in Hz Fig. 8: Frequency-related effective attenuation distortion 2.1.3 RELATIVE LEVELS Relative levels at input and output of the connection are indicated to avoid overload of technical equipment in the connection. 2.1.3.1 RELATIVE LEVEL AT INPUT OF NTA Relative level at input of NTA is PrE (greater than or equal to) 3 dBr. 2.1.3.2 RELATIVE LEVEL AT OUTPUT OF NTA Relative level at output of NTA PrA (greater than or equal to) -10. 2.1.3.3 RELATIVE LEVEL AT DIGITAL INTERFACE The relative level at input and at output of the digital interface is Pr = 0 dBr. 2.1.4 DELAY A delay of up to 5 ms must be taken into account for the connection. Page 3 "Access to the subscriber's line" 2.1.5 QUANTIZATION DISTORTION A maximum of 1 quantization distortion unit will occur between the NTA and the interface V5.1. 2.2 END CUSTOMER INTERFACE In principle, Technical guideline 1 TR 110 "Technical Description of Analog dial-up connections at Telephone Network/ISDN of Deutsche Telekom" applies to the description of the end customer interface. 2.2.1 CONNECTOR / JACK Usually, a 6-pole telecommunication line unit as defined by DIN 41 715 is installed as NTA with contact assignment according to Table 10.
- ------------------------------------------------------------------------------ CONTACT NETWORK INTERFACE - ------------------------------------------------------------------------------ 1 wire a 2 wire b 3 to 6 not assigned - ------------------------------------------------------------------------------
Table 10: Contact assignment 2.2.2 NOISES Noise level assessed psophometrically at NTA depends on the length and routing type of the transmission path. Noise level of maximally -52 dBm0p at one NTA may occur, if the other NTA is terminated with nominal impedance. 2.2.3 IMPEDANCE AT INPUT Transmission of useful signals through analog dial-up connection is based on the matching technique, routinely used in telecommunications. To ensure best transmission of useful signals, the analog dial-up connection expects a terminal to be switched on, whose signal source/signal sink is adjusted to the impedance of the analog dial-up connection. The occurrence of reflections and echoes is reduced by the adjustment. The nominal value of the input impedance at 2-wire interfaces of the connection is set at ZR. 2.2.4 USEFUL SIGNAL AT OUTPUT OF NTA The useful signal at output of the NTA depends on the attenuation and the attenuation distortions of the connection as well as on the useful signal at input of NTA at the remote end. Page 4 "Access to the subscriber's line" 2.2.5 CLIMATIC CONDITIONS The employed NTA are appropriate for operation in a surrounding climate according to ETS 300 019-1-3 environment class 3.1 DIN IEC 721. 2.3 FIRSTMARK INTERFACE The interface V5.1 meets the ETSI standard ETS 300 324-1 and the Telekom guidelines 1 TR 130 and 1 TR 131. The versions and additions of the V5.1 interface used by Telekom shall be delivered on request. No subscriber's access is possible through the proprietary interface V93 due to its proprietary character. 2.4 LONGITUDINAL VOLTAGES Due to interference by energy facilities (eg high voltage lines, railway catenaries), external voltages at the analog interface towards ground may occur, see DIN VDE 0228. According to DIN VDE 0228, the following maximum voltages are admitted in the range from 16 2/3 to 60 Hz: - - Ueff = 60 V in case of long period interference - - Ueff = 430 V in case of short period interference ((less than or eqal to) 0.5 s) and - - Ueff = 650 V in case of short period interference by highly reliable energy equipment. 2.5 ATMOSPHERIC DISCHARGES Due to atmospheric discharges (lightning), impulse voltages at the analog interface wire may occur, against which there are normally no protecting devices installed. In special cases, e.g. in areas with high lightning activity, protecting devices (surge diverters) are employed. When surge diverters are activated, functional disturbances to the net may occur. Protection devices of termination stations require potential equalization (main potential equalization of building) according to DIN VDE 0800 part 2. Potential equalization will not be provided. The specific design of the line network in the exchange area reduces the risk of voltages occurring at analog interface whose peak value exceeds 1.5 kV ((less than or equal to) 1ms)(CCITT recommendation K.11; EN 41003). Page 5 "Access to the subscriber's line" ACCESS TO SUBSCRIBER'S LINE FOR OPAL/ISIS NETWORKS (OUTDOOR)
- ------------------------------------------------------------------------------------------------------------------------------------ OPAL/ISIS network Telephone and ISDN service Fixed line connections 5) - ------------------------------------------------------------------------------------------------------------------------------------ Designation Supplier TelAsl BaAsl PmxAsl analog FC digital FC 64k digital FV 2M - ------------------------------------------------------------------------------------------------------------------------------------ OPAL 93 SEL CCA-A 1) CCA-B 2) outdoor none none TG 64U,64S,S01, TE, TA, TN S02, TS01, TS02 - ------------------------------------------------------------------------------------------------------------------------------------ OPAL 93 seqq. Siemens/BG FAST Proprietary V93-SS 3) outdoor - ------------------------------------------------------------------------------------------------------------------------------------ OPAL 93 Ericsson CCA-A 1) CCA-B 2) outdoor (Raynet) - ------------------------------------------------------------------------------------------------------------------------------------ Page 6 "Access to the subscriber's line" - ------------------------------------------------------------------------------------------------------------------------------------ OPAL 94 seqq. Ericsson outdoor (Raynet) V5.1-SS 4) 2MS, T2MS - ------------------------------------------------------------------------------------------------------------------------------------ OPAL 94 seqq. Lucent outdoor Technologies - ------------------------------------------------------------------------------------------------------------------------------------ System HAYTAS CCA-P (ISIS) - ------------------------------------------------------------------------------------------------------------------------------------
1) acc. to product description CCA-A 2) acc. to product description CCA-B 3) proprietary V interface, not deribed; no access to subscriber's line possible 4) access with V5.1 interface acc. to ETS 300 324-1 and 1TR130 and 1TR131, customer interface for a/b acc. to 1TR110, for base terminal acc. to ITU-T I.430, ETS 300 012 5) standard fixed-line connection (FC) acc. to 1TR805 Page 7 "Access to the subscriber's line" ENCLOSURE 4c EXECUTION VARIANTS ISDN ACCESS LINE BASIC WITH OPAL/ISIS LIST OF CONTENTS 1 DESCRIPTION OF CONTRACTUAL SERVICE 2 2 TECHNICAL DESCRIPTION 2
Page 1 "Access to the subscriber's line" 1 DESCRIPTION OF CONTRACTUAL SERVICE Within the framework of existing technical and operational possibilities, Telekom shall grant ISDN access lines-basic to FirstMark; said lines are carried over OPAL/ISIS equipment and shall be provided at a medium availability of 98,5% on annual average, in relation to one type class. The ISDN access lines-basic shall terminate on FirstMark's side at the interchange distributor with a V5.1 interface, and on end customer's side at the first telecommunication line unit. 2 TECHNICAL DESCRIPTION 2.1 PROPERTIES OF THE LINE Two B channels with 64 kbit/s each and one D channel with 16 kbit/s shall be provided. 2.2 END CUSTOMER INTERFACE End customer interface corresponds to S0 interface according to DIN ETS 300 012 and therefore complies with ITU-T recommendation I.430. The interface functions with a structured 192-kbit/s signal. Two unstructured channels with 64 kbit/s each (B1 and B2 channel) and one channel with 16 kbit/s (D channel) are provided to the end customer. 2.3 FIRSTMARK INTERFACE The interface V5.1 meets the ETSI standard ETS 300 324-1 and the Telekom guidelines 1 TR 130 and 1 TR131. The versions and additions of the V5.1 interface used by Telekom shall be delibvered on request. No subscriber's access is possible through the proprietary interface V93 due to its proprietary character. Page 2 "Access to the subscriber's line" ACCESS TO SUBSCRIBER'S LINE FOR OPAL/ISIS NETWORKS (OUTDOOR)
- ------------------------------------------------------------------------------------------------------------------------------------ OPAL/ISIS network Telephone and ISDN service Fixed line connections 5) - ------------------------------------------------------------------------------------------------------------------------------------ Designation Supplier TelAsl BaAsl PmxAsl analog FC digital FC 64k digital FV 2M - ------------------------------------------------------------------------------------------------------------------------------------ OPAL 93 SEL CCA-A 1) CCA-B 2) outdoor none none TG 64U,64S,S01, TE, TA, TN S02, TS01, TS02 - ------------------------------------------------------------------------------------------------------------------------------------ OPAL 93 seqq. Siemens/BG FAST Proprietary V93-SS 3) outdoor - ------------------------------------------------------------------------------------------------------------------------------------ OPAL 93 Ericsson CCA-A 1) CCA-B 2) outdoor (Raynet) - ------------------------------------------------------------------------------------------------------------------------------------ Page 3 "Access to the subscriber's line" - ------------------------------------------------------------------------------------------------------------------------------------ OPAL 94 seqq. Ericsson outdoor (Raynet) V5.1-SS 4) 2MS, T2MS - ------------------------------------------------------------------------------------------------------------------------------------ OPAL 94 seqq. Lucent outdoor Technologies - ------------------------------------------------------------------------------------------------------------------------------------ System HAYTAS CCA-P (ISIS) - ------------------------------------------------------------------------------------------------------------------------------------
1) acc. to product description CCA-A 2) acc. to product description CCA-B 3) proprietary V interface, not deribed; no access to subscriber's line possible 4) access with V5.1 interface acc. to ETS 300 324-1 and 1TR130 and 1TR131, customer interface for a/b acc. to 1TR110, for base terminal acc. to ITU-T I.430, ETS 300 012 5) standard fixed-line connection (FC) acc. to 1TR805 Page 4 "Access to the subscriber's line" ENCLOSURE 4D EXECUTION VARIANTS PRIMARY MULTIPLEX ACCESS LINE OPAL/ISIS LIST OF CONTENTS 1 DESCRIPTION OF CONTRACTUAL SERVICE 2 2 TECHNICAL DESCRIPTION 2
Page 1 "Access to the subscriber's line" 1 DESCRIPTION OF CONTRACTUAL SERVICE Within the framework of existing technical and operational possibilities, Telekom shall grant primary multiplex access lines to FirstMark; said lines are carried over OPAL/ISIS equipment and shall be provided at a medium availability of 98,5% on annual average, in relation to one type class. The primary multiplex access lines-basic shall terminate on FirstMark's side at the interchange distributor with a V3 interface, and on end customer's side at a S2M interface. 2 TECHNICAL DESCRIPTION The technical description corresponds to the description in Annex 4a point 5. 2.1 PROPERTIES OF THE CONNECTION Two B channels with 64 kbit/s each and one D channel with 64 kbit/s shall be provided. 2.2 END CUSTOMER INTERFACE The end customer interface corresponds to the description in Annex 4a point 5. 2.3 FIRSTMARK INTERFACE The FirstMark interface corresponds to the description in Annex 4a point 5. Page 2 "Access to the subscriber's line" ACCESS TO SUBSCRIBER'S LINE FOR OPAL/ISIS NETWORKS (OUTDOOR)
- ----------------------------------------------------------------------------------------------------------------------- OPAL/ISIS network Telephone and ISDN service Fixed line connections 5) - ----------------------------------------------------------------------------------------------------------------------- Designation Supplier TelAsl BaAsl PmxAsl analog FC digital FC 64k digital FV 2M - ----------------------------------------------------------------------------------------------------------------------- OPAL 93 SEL CCA-A 1) CCA-B 2) outdoor - -------------- ----------------- ------------- ------------- OPAL 93 seqq. Siemens/BG FAST Proprietary V93-SS 3) outdoor none none - -------------- ----------------- ------------- ------------- OPAL 93 Ericsson CCA-A 1) CCA-B 2) outdoor (Raynet) - -------------- ----------------- ------------- ------------- ------------ ------------ OPAL 94 seqq. Ericsson outdoor (Raynet) - -------------- ----------------- ------------ OPAL 94 seqq. Lucent outdoor Technologies - -------------- ----------------- ------------ System V5.1-SS 4) CCA-P TG 64U,64S,S01, 2MS, T2MS HAYTAS TE, TA, TN S02, TS01, (ISIS) TS02 - -----------------------------------------------------------------------------------------------------------------------
1) acc.to product description CCA-A 2) acc. to product description CCA-B 3) proprietary V interface, not deribed; no access to subscriber's line possible 4) access with V5.1 interface acc. to ETS 300 324-1 and 1TR130 and 1TR131, customer interface for a/b acc. to 1TR110, for base terminal acc. to ITU-T I.430, ETS 300 012 5) standard fixed-line connection (FC) acc. to 1TR805 Page 3 "Access to the subscriber's line" ENCLOSURE 5 ORDERING, PROVISION, TERMINATION The findings of the multilateral sub-group "Administrative and operational processes of access to the subscriber's line" available by 26 June '98 have been taken into account in this Enclosure. This sub-group has not yet finalized the regulation of the processes set out in para 2.4.2 of the Enclosure, i.e.: - - Termination of the subscriber's line assigned to FirstMark because of the complete change of the customer from FirstMark to a third carrier; - - Termination of the subscriber's line assigned to FirstMark because of a temporary change of the customer from FirstMark to a third carrier. The Contracting Partners are aware of the fact that this Enclosure will be revised on the basis of the findings of the multilateral sub-group "Administrative and operational processes of access to the subscriber's line". Page 1 "Access to the subscriber's line" LIST OF CONTENTS 0 GENERAL 3 1 ORDERING / PROVISION / TERMINATION OF COLLOCATION 3 2 PRELIMINARY INQUIRY / ORDERING / TERMINATION OF ACCESS TO THE SUBSCRIBER'S LINE 10
Page 2 "Access to the subscriber's line" 0 GENERAL The processing deadlines specified in this Enclosure represent normal processing deadllines; they can only be met if the goals of the monthly planning arrangements to be made between the partners are observed. In order to ensure swift provision of the collocation, the order quantities to be completed between FirstMark and ZNV LDC during a six-month period shall be agreed in writing every three months. To ensure swift provision of access to the subscriber's line, the order quantities to be completed monthly between First Mark and the competent Telekom contact point in charge of ordering access referred to in Enclosure 11 shall be agreed in writing. To ensure swift replies to preliminary inquiries, FirstMark and the Telekom contact point in charge of replies to preliminary inquiries referred to Enclosure 11 shall agree in writing on the number of preliminary inquiries to be dealt monthly. FirstMark shall inform its customer that a call by a Telekom technician may be necessary for the provision of access to the subscriber's line. 1 ORDERING / PROVISION / TERMINATION OF COLLOCATION 1.1 ORDERING OF COLLOCATION 1.1.1 INVITATION FOR TENDER FOR COLLOCATION FirstMark shall invite Telekom to submit a bid for collocation. The form given in Enclosure 12 shall be used for this purpose and the following details required for the provision shall be submitted to the Center of National Sales / Licensed service providers and carriers) (ZNV LDC): - - FirstMark's in-house reference number; - - FirstMark-specific information (name of FirstMark, postal code, place, contact person/point, telephone number, fax number, customer number); - - Information on the location of the main distributor (area code, exchange area code, postal code, place, street, street number); - - Desired provision date; - - Crossing the desired collocation area in case of physical collocation; - - Planned requirement for access to the subscriber's line for a one-year period, divided by production groups according to the product group list (Fig. 5-1) to permit correct dimensioning of the connecting cable to the main distributor; Page 3 "Access to the subscriber's line" - - Desired version, if Telekom decides in favour of "Collocation Outdoor Box" (KVz 82 or KVz 83/97); - - Data on the transfer cable (cable type (Cu/glass fiber), technical specification (cable-laying data, outside diameter), bunch division (number of inside cables); - - Date, signature. Telekom shall acknowledge receipt of the invitation to tender in writing by fax, usually within two working days after receipt of the invitation. Page 4 "Access to the subscriber's line" FIG.5-1 PRODUCT GROUP LIST ------------------------------------------------------------ PRODUCT GROUP 1 ------------------------------------------------------------ CuDa 2Dr ------------------------------------------------------------ CuDa 4 Dr ------------------------------------------------------------ CuDa 2Dr WITH ZWR ------------------------------------------------------------ CCA-A ------------------------------------------------------------ CCA-B WITHOUT PCM2FA WITHOUT ZWR ------------------------------------------------------------ CCA-B WITHOUT PCM2FA WITH ZWR ------------------------------------------------------------ ------------------------------------------------------------ PRODUCT GROUP 2 ------------------------------------------------------------ CuDa 2Dr WITH HIGH BIT-RATE USE ------------------------------------------------------------ CuDa 4Dr WITH ZWR ------------------------------------------------------------ CuDa 4Dr WITH HIGH BIT-RATE USE ------------------------------------------------------------ ------------------------------------------------------------ PRODUCT GROUP 3 ------------------------------------------------------------ CCA-P ------------------------------------------------------------ TeLAsL IN CASE OF OPAL/ISIS OUTDOOR ------------------------------------------------------------ BaASL) IN CASE OF OPAL/ISIS OUTDOOR ------------------------------------------------------------ PmXAsL IN CASE OF OPAL/ISIS OUTDOOR ------------------------------------------------------------ ------------------------------------------------------------ PRODUCT GROUP 4 ------------------------------------------------------------ CCA-B WITH PCM2FA WITHOUT ZWR ------------------------------------------------------------ CCA-B WITH PCM2FA WITH ZWR ------------------------------------------------------------ ------------------------------------------------------------ PRODUCT GROUP 5 ------------------------------------------------------------ Gf1 ------------------------------------------------------------ Gf2 ------------------------------------------------------------ 1.1.2 OFFER OF COLLOCATION Having received the complete written invitation to tender, Telekom shall promptly study the realization of the provision date requested by FirstMark and submit to FirstMark an offer for the requested collocation usually within 20 WORKING DAYS. In this offer, Telekom will either confirm the provision date desired by FirstMark or state another probable date of provision. Page 5 "Access to the subscriber's line" The offer shall include the following details: - - FirstMark's in-house reference number (if given by FirstMark in its invitation to tender); - - Type of collocation to be realized (physical collocation, virtual collocation); - - Location of main distributor (area code, exchange area code, postal code, place, street, street number); - - Sketch of the collocation room, incl. location of interchange distributor with UVt number (first digit); - - Admissible floor load-bearing capacity of the collocation room; - - Location of transfer cable pit or empty conduit without cable pit for the delivery of the transfer cable (cf. sketch); - - Date for inspection of the transfer cable pit or delivery cable conduit, if appropriate; - - Date for taking over the transfer cable, if appropriate; - - Length or partial lengths of the transfer cable (information on partial lengths is required in case of transfer from outside to inside cables); - - Monthly rent of location; - - Estimated cost of provision of collocation; - - Design costs of the offer; - - Order number; - - Place; - - Miscellaneous; - - Date, signature. 1.1.3 ACCEPTANCE OF THE OFFER FirstMark shall accept the offer in writing within of 10 WORKING DAYS after receipt of the above mentioned offer, failing which the offer will be deemed to be rejected. With the written acceptance of the offer, FirstMark shall inform Telekom of the second and third digit of the UVt number. If FirstMark fails to specify the UVt number, it will be allocated by Telekom. A later change of the UVt number will not be accepted by Telekom. As a rule, Telekom shall acknowledge receipt of the acceptance of the offer by fax usually within another working day after receipt. In the event of non-acceptance, FirstMark shall bear Page 6 "Access to the subscriber's line" the design costs incurred for the offer up to that point in time. 1.1.4 WITHDRAWAL / MODIFICATION FirstMark may withdraw or modify in writing its invitation to tender addressed to Telekom up till the receipt of Telekom's offer by FirstMark. A modification of the invitation to tender will be deemed to be a new invitation to tender issued by FirstMark. It shall be made in accordance with the procedure set out in para 1.1.1. A request for modification of Telekom's offer will be deemed to be a new invitation to tender by FirstMark and may be made within the time limit set for acceptance, i.e. 10 working days after FirstMark's receipt of the offer. The procedure set out in paras 1.1.1 to 1.1.3 shall be applied. Any other modifications are ruled out. Any expenses incurred up to the withdrawal / modification date shall be borne by FirstMark. 1.2 PROVISION OF COLLOCATION Collocation shall be provided promptly within the limits of the existing technical and operational possibilities. The provision period is dependent on the type of the realization of collocation. For all collocation variants (after official permits for building construction /civil engineering work have been obtained) it is usually 16 CALENDAR WEEKS from the receipt by ZNV LDC of the written acceptance of the offer by FirstMark. The provision of collocation will be completed with the acceptance inspection by FirstMark. Acceptance shall be on the day of the confirmed date of provision at the latest. The acceptance inspection shall be communicated by fax to FirstMark not later than five working days before the acceptance date by stating the day, month, year, time and the contact person. FirstMark shall confirm the acceptance date by fax within another working day after receipt of this communication. Having been accepted, the service "Collocation" will be deemed to be provided, and the house rules, safety regulations and all necessary keys mentioned in Enclosure 2 shall be handed over. An acceptance report shall be made out. FirstMark may refuse acceptance only because of substantial defects. Minor defects will be reworked within a mutually agreed period and do not prevent acceptance. Page 7 "Access to the subscriber's line" Collocation comprises the following services: - - Collocation space or area; - - Functional interchange distributor (on Telekom's side); - - Drawn-in transfer cable, if appropriate; - - Keys and access authorization. 1.3 TERMINATION OF COLLOCATION 1.3.1 TERMINATION BY FIRSTMARK One year's notice of collocation shall be given the end of the quarter in writing by a fax addressed to ZNV LDC. The form included in Enclosure 12 shall be used for this purpose. Termination shall include the following details: - - FirstMark-specific information (name, address); - - Location of the main distributor (area code, exchange area code, postal code, place, street, street number); - - Contract number; - - Termination date; - - Date, signature. As a rule, Telekom shall acknowledge receipt of the fax within two working days after Telekom's receipt of the notice. Having agreed on a date with Telekom, FirstMark shall arrange for the transfer cable being drawn out by Telekom before the termination date. Otherwise Telekom will draw out the transfer cable without prior agreement on the date. The cost of drawing out the cable shall be borne by FirstMark at any rate. FirstMark shall remove, at its expense and within the period of notice, the facilities installed by it and to surrender the collocation room. A joint handing over of the cancelled collocation shall be arranged not later than the last working day before the entry into force of the notice. Delivery shall be communicated to FirstMark by fax not later than five working days before the delivery date, specifying the day, month, year, hour and contact person. FirstMark shall confirm the communicated date in writing by fax within another working day after receipt of the fax. Page 8 "Access to the subscriber's line" Upon delivery, a report of delivery shall be drawn up. FirstMark shall return to Telekom the keys and access authorization. 1.3.2 TERMINATION BY TELEKOM Telekom may give one year's notice of the collocation in writing by fax to the end of the quarter, unless Telekom is legally bound give collocation in the specific form under consideration. In the event that Telekom requires rooms let for physical collocation for its own use, it is entitled to give six months' notice of the lease to the end of the quarter. In that case it shall offer FirstMark virtual collocation. The notice shall include the following details: - - FirstMark-specific information (name, address); - - Location of the main distributor (area code, exchange area code, postal code, place, street, street number); - - Contract number; - - Termination date; - - Date, signature. FirstMark shall acknowledge receipt of the notice in writing by fax within two working days after its receipt. Having agreed on a date with Telekom, FirstMark shall arrange for the transfer cable being drawn out by Telekom before the termination date. Otherwise Telekom will draw out the transfer cable without prior agreement on the date. The costs of drawing out the cable shall be borne by FirstMark at any rate. FirstMark shall remove, at its expense and within the period of notice, the facilities installed by it and surrender the collocation room. A joint delivery of the cancelled collocation shall be arranged not later than the last day before the entry into force of the notice. Delivery shall be communicated to FirstMark by fax not later than five working days before the delivery date, specifying the day, month, year, hour and contact person. FirstMark shall confirm the communicated date in writing by fax within another working day after receipt of the fax. Upon delivery, a report of delivery shall be drawn up. FirstMark shall return to Telekom the keys and access authorization. Page 9 "Access to the subscriber's line" 2. PRELIMINARY INQUIRY / ORDERING / TERMINATION OF ACCESS TO THE SUBSCRIBER'S LINE 2.1 PRELIMINARY INQUIRY Before placing an order for access to the subscriber's line, FirstMark may inquire, by using the relevant form included in Enclosure 12, whether a specific type of the subscriber's line to be specified by it can be realized. The prerequisite is that this preliminary inquiry is made within the scope of the establishment and /or alteration of a contractual relationship, that is to say that there have already been concrete contacts aimed at the conclusion of a contract between FirstMark, which makes the preliminary inquiry, and the potential end user. Any account development advertising campaigns organized by FirstMark do not satisfy this requirement. The preliminary inquiry shall be answered within the normal working time from 7.30 hours to 16.30 hours by the contact point referred to in Enclosure 11. FirstMark's preliminary inquiry shall include the following details: - - Design type for which inquiry is made; - - For types CuDA 2Dr with high bit-rate use and CuDA 4 Dr with high-bit rate use, the identification code of the transmission technique to be used (cf. Enclosure 9); - - Address of the customer with identification of the terminal and, if appropriate, the identification of Telekom's service(s) to be cancelled by the customer; - - Location of the main distributor (area code, exchange area code, postal code, place, street, street number); - - Information whether resources of another competitor are to be checked; - - FirstMark-specific details (name, postal code, place, contact person / contact point, telephone number, fax number, customer number); - - Date, signature. Having received the written preliminary inquiry, Telekom shall promptly examine the realizability of the requested design type of the respective subscriber's line and, usually within six working days, either confirm the requested design type to FirstMark or specify another design type (usually bunched) that can be realized on this Subscriber's line. The preliminary inquiry will be answered with the proviso that changes in the realizability of the concerned subscriber's line may occur at any time. This subscriber's line will not be reserved. For each preliminary inquiry FirstMark shall pay the fee stipulated in Enclosure 7. Page 10 "Access to the subscriber's line" 2.2 ORDERING ACCESS TO THE SUBSCRIBER'S LINE FirstMark shall order access to the subscriber's line by using the form included in Enclosure 12 and by providing the information listed below within the time limits set out in para 2.3.1. The order shall be submitted in writing by fax to Telekom's competent contact person whose name will be communicated to FirstMark. Based on this order, Telekom shall promptly provide access to the subscriber's line within the limits of its technical and operational possibilities. The order placed by FirstMark shall include the following details: - - Specification of the selected design type; - - In case of the design types CuDA 2DR with high bit-rate use and CuDA 4Dr with high bit-rate use, the identification code of the transmission technique to be used (cf. Enclosure 9); - - Data relating to the connection of the connecting cable, with the interchange distributor concept being taken into account; - - Address of subscriber and subscriber's number, if appropriate; - - If known, clear description of the location of the 1st telecommunication line unit; - - Desired date of provision; - - Location of the main distributor (area code, exchange area code, postal code, place, street, street number); - - Information whether resources of another competitor are to be checked; - - FirstMark-specific information (address, postal code, place, contact person / contact point, telephone number, fax number, customer number); - - In case of new connection (cf. definition in Enclosure 1) or non-availability of Telekom's 1st telecommunication line unit, information on the connecting-time window on the day of provision set as the binding date of a customer call; - - Date, signature; - - In the event that the respective subscriber's line is taken over (cf. definition in Enclosure 1), the informal written and dated notice given to Telekom by the subscriber changing to another carrier shall be faxed together with the above order. Telekom shall promptly examine the realizability of the access to the subscriber's line. If provision is possible at the date desired by FirstMark, a written confirmation shall be addressed to FirstMark, usually within six working days after receipt of the complete written order, provided the number of orders is within the limits of the agreed order quantities. Page 11 "Access to the subscriber's line" The confirmation shall include the following details: - - Contract number; - - Line identification; - - Date of provision. If provision is not possible at the date desired by FirstMark, Telekom shall propose in writing, usually within six working days after the receipt of the complete written order, another date which is as early as possible . In that case, FirstMark shall confirm the date of provision within one working day. Otherwise the order will be deemed to be cancelled. If the debunched access desired by FirstMark cannot be realized for the reasons set out in para 3.2 of the main part of this Contract, FirstMark will be offered another one of the types mentioned in Enclosure 4 - Bunched access to the subscriber's line - including a new date, if appropriate, usually within six working days after receipt of the complete written order. The alternative offer shall include the following details: - - Type; - - Proposed date of provision. FirstMark shall accept this alternative offer in writing by fax within five working days after receipt of the offer and include the new switching configuration for the connecting cable, with the concept of the interchange distributor being taken into account. Otherwise the alternative offer will be deemed to be rejected. If both the design type requested by FirstMark in its order and an alternative offer cannot be provided, a refusal shall be given to FirstMark usually within six working days after receipt of the order. In order to prevent that any termination initiated by the subscriber is carried out, FirstMark shall contact the customer about the withdrawal of the termination and submit the customer's written withdrawal statement promptly to Telekom, but not later than two working days before the termination date for which an order had been placed.. In case the resource check carried out by Telekom at the request of FirstMark indicates the existence of unused capacities at another competitor, these capacities shall be offered as a promptly to FirstMark as a possible type, unless contracts concluded with the other competitor preclude Telekom's right of disposal. In that case FirstMark shall accept the alternative offer in writing by fax within five working days after its receipt. Otherwise the order will be deemed to be cancelled. If FirstMark accepts the offer, the contract for the respective subscriber's line concluded with the other competitor shall be terminated by Telekom within the limits of its technical, operation and legal possibilities. Upon entry into force of the termination, the other competitor will be provided a type ensuring the existing utilization. In addition, FirstMark will be provided the type within the limit of the technical and operational possibilities, at the same time of the provision of the design type to the other competitor at the earliest. Page 12 "Access to the subscriber's line" Page 13 "Access to the subscriber's line" 3.5 PROVISION OF ACCESS TO THE SUBSCRIBER'S LINE 3.5.1 TIME LIMITS AND DATES OF PROVISION Access to the subscriber's line shall be provided ten working days after receipt of the order at the earliest. Access to the subscriber's line shall be switched at the agreed realization date within the switching-time window. In the case of expensive design work and comprehensive installation and connection work (e.g. mass change-over, co-ordination of corporate network change-over) separate agreements shall be made in writing. 3.5.2 PROVISION PROCESS Access to the subscriber's line shall be switched on the specified day within the defined change-over time window. Monday to Friday, 12:00 hours to 16:00 hours. A distinction shall be made between new connection and taking-over. If a customer call by a Telekom representative is necessary (e.g. for a new connection or the non-existence of Telekom's 1st telecommunication line unit), FirstMark shall arrange with its customer the change-over time-window as the binding visiting time on the day of provision. This time shall be communicated to Telekom on the form used for ordering access to the subscriber's line. If the customer is not present at the time for which a firm commitment was given, FirstMark will be invoiced the actual costs incurred. Inquiries about dates shall be made between Telekom's contact point (Enclosure 11) in charge of the exchange area concerned and the contact point to be designated by FirstMark. Telekom shall decide at the site whether installation work at the end user's place (e.g. terminal line or termination equipment) is required. Remuneration according to the fee schedule set out in Enclosure 7 shall be invoiced for the provision. Page 14 "Access to the subscriber's line" 3.7 TERMINATION OF THE ACCESS TO THE SUBSCRIBER'S LINE 3.7.1 TERMINATION BY FIRSTMARK Notice of termination of the access to the subscriber's line may be given by FirstMark to the end of any working day. Written notice of termination of the access to the subscriber's line shall be given by fax to Telekom's contact person in charge of FirstMark (cf. Enclosure 11), using the form included in Enclosure 12. The period of notice shall be six working days. The notice of termination shall include the following details: - - Information concerning FirstMark (Name, address); - - Contact person (name, telephone number, fax number); - - Address and, if appropriate, telephone number of the customer; - - If known: clear description of the location of 1st telecommunication line unit; - - Line identification; - - Contract number; - - Termination date; - - Date, signature. The termination fee set out in Enclosure 7 will be invoiced. 3.7.2 TERMINATION BY TELEKOM Notice of termination of the debunched access to the subscriber's line may be given by Telekom to the end of any working day, if circumstances exist in view of which the obligation to assign a debunched subscriber's line can no longer be justified objectively. Telekom's notice of termination shall be given to FirstMark in writing by fax and include the following details: - - Contract number; - - Line identification; - - Termination date; - - Date, signature. - - In case of termination because of the customer's change from FirstMark to Telekom, the customer's written notice shall be submitted to FirstMark together with the notice. Page 15 "Access to the subscriber's line" Such circumstances exist in particular, if in view of Telokom's onw requirements or in order to meet the needs of other competitors series-connected transmission systems for multiplex use of the subscriber's line assigned to FirstMark must be used of if the subscriber's line assigned to FirstMark is required because of the customer completey changed from FirstMark to Telekom. At any rate, FirstMark shall be obliged, upon Telekom's written inquiry, to submit by fax on the working day following the inquiry, details concerning the capacities used. If appropriate, with the discontinued services to the customer being taken into account, and identify a desired alternative version for the existing utilization. The contact point referred to in Enclosure 11 shall make the inquiry on working days during the normal working time from 7.30 hours to 16.30 hours, using the relevant form included in Enclosure 12. Dependent on the information given by FirstMark, the following situations shall be distinguished: a. If FirstMark does not or no longer utilize the debunched subscriber's line assigned to it, Telekom will terminate it. The written notice must be received by FirstMark not later than six days before the day on which it becomes effective. FirstMark shall make the subscriber's line available to Telekom in debunched manner. b. If FirstMark partly uses capacities on the debunched subscriber's line assigned to it, FirstMark shall communicate the utilized capacities to Telekom, indicating an alternative version for the existing utilization, if appropriate. In those cases Telekom will terminate the debunched access to this subscriber's line. Together with the notice, usually given three working days after receipt of the written answer, FirstMark will be offered an alternative type by means of which the existing utilization can also be realized. The alternative offer shall include the following details: - - Number of the contract to be terminated: - - Type; - - Date of provision. FirstMark may accept the alternative offer in writing by fax within TWO WORKING DAYS after receipt of the offer and, if necessary, include any new connection data for the connecting cable, with the UVt concept being taken into account. If FirstMark accepts the alternative offer, Telekom shall provide an alternative version upon entry into force of the notice, usually 12 working days after handing in the orders (termination of the subscriber's line, termination of the customer, inquiry). In the event that FirstMark does not accept the alternative offer, the latter will be deemed to be rejected. In that case the notice will become effective, and the subscriber's line will be changed over without alternative access having been provided to FirstMark. FirstMark shall make the subscriber'line available to Telekom in debunched manner. Page 16 "Access to the subscriber's line" Unless it submits an alternative offer, Telekom shall not use its right of termination. c. In the event that FirstMark uses the access to the subscriber's line to such an extent that an alternative type cannot be offered, Telekom shall not use its right of termination. In the event that FirstMark does not use a bunched subscriber's line assigned to it to the required extent, Telekom may terminate it to the end any working day for its own requirements or to meet the demand of other competitors. The stipulations in para 2.4.2 concerning the obligation to provide information and Telekom's right of termination shall applied. If Telekom is no more obliged to give access to the subscriber's line, Telekom may terminate the access to the subscriber's line. The period of notice shall be six working days. Telekom may terminate without notice the assignment of access to the subscriber's line, if FirstMark, despite a written warning notice, continues to use the access to the subscriber's line in an improper manner, i.e. a manner not provided for in this Contract. Telekom may terminate the assignment of access to the subscriber's line without notice and without prior written warning notice, if FirstMark contravenes the basic provisions of Art. 3 para 2 of the ONP Directive (90/387/EEC), in particular if it offers systems interfering with Telekom's network on the access to the subscriber's line. Upon entry into force of a notice, Telekom will disconnect the access to the subscriber's line. The fee stipulated in Enclosure 7 shall be invoiced for the notice. Page 17 "Access to the subscriber's line" ENCLOSURE 6 DEBUGGING LIST OF CONTENTS 1 DEBUGGING 2 2 DEBUGGING THE HOUSE CONNECTION CABLE 4
Page 1 "Access to the subscriber's line" 1 DEBUGGING Telekom shall correct disturbances occurring in its technical equipment immediately within the framework of the available technical and operating possibilities as far as these disturbances occur within the sphere of responsibility of Telekom. Telekom shall be responsible for debugging the subscriber's line which FirstMark is permitted to use, i.e. for debugging the section between the termination of the connection cable at the interface terminal block and the 1st Telecommunication line unit at the final user. Disturbances outside the above mentioned sphere of responsibility shall not be corrected by Telekom. In case it is found during the processing of the disturbance that Telekom is not responsible for that disturbance FirstMark shall be obliged to compensate Telekom for the expenses incurred according to Enclosure 7. Planned alterations or disconnections in the Telekom-network which will lead to an interruption or a temporary impairment of the subscriber's line used by FirstMark can be foreseen and shall not be treated as disturbances. In case Telekom is planning an alteration or disconnection in the Telekom-network this will usually be announced at the agreed relevant contact person of FirstMark according to Enclosure 11 5 working days in advance with indication of the line identification, date, time (from - until) and impacts. 1.1 PERIOD FOR DEBUGGING In case disturbances are reported on working days (Mondays 0.00 o'clock till Fridays 6.30 p.m.) Telekom shall correct the disturbance within the framework of the available technical and operating possibilities within 24 hours (debugging period) after receipt of the report on the disturbance from FirstMark. This debugging period can only be kept if sufficient lines for substitute connections are available. For disturbances whose reports are received on Fridays after 6.30 p.m., on Saturdays, Sundays or legal holidays the debugging period begins on the following working day at 0.00 o'clock. In case the debugging period closes on a legal holiday the debugging period will be interrupted and it will be continued on the following working day. The duration of a disturbance is the time difference between the receipt of the disturbance report (the time stamp made by the facsimile shall prevail) by the relevant contact centre of the Telekom and the moment when the disturbance has been corrected. Delays which are caused by FirstMark or the final user shall reduce the calculated duration of disturbance correspondingly. 1.2 PROCEDURE IN CASE A DISTURBANCE OCCURS A disturbance of a subscriber's line which FirstMark is permitted to use shall be reported by FirstMark in writing by facsimile to the relevant faults service of Telekom according to Enclosure 11 using the form listed in Enclosure 12 and providing the information listed below. The faults service will accept reports on disturbances daily from 0.00 o'clock till Page 2 "Access to the subscriber's line" 12.00 p.m. from the relevant contact partner at FirstMark who shall be nominated to Telekom. The disturbance report by FirstMark shall contain the following pieces of information: - - recipient of the disturbance report (office, contact person, tel., fax no.), - - specific information on FirstMark (name, post code, place, contact person/office, tel., fax. no., customer no.), - - contract number, - - disturbance number at FirstMark, - - contact person for the disturbance at FirstMark (office, contact person, tel., fax. no.), - - area code of the disturbed subscriber's line, - - exchange area, - - line definition, - - if required identification of the transmission technology used (see Enclosure 9) - - address and tel. no. of the end customer, - - description of the disturbance, - - date and signature. Before reporting the disturbance to Telekom FirstMark has checked its own sphere of responsibility and did not discover any disturbance there. If applicable FirstMark undertakes to inform the final customer that a visit of a service technician of the Telekom may be required for correcting the disturbance of the subscriber's line. In case an appointment with the final customer has to be arranged for correcting the disturbance FirstMark shall arrange this appointment with their final customer not before the working day following the day when the disturbance was reported for the time between 8.00 and 12.00 a.m. or between 1.00 and 5.00 p.m. and informs Telekom about the arranged appointment. In case the disturbance cannot be corrected by Telekom within the period agreed for reasons for which Telekom is not responsible a new appointment shall be arranged and if applicable FirstMark shall be charged the costs for a new trip to the place where the disturbance has to be corrected. In these cases the debugging period of 24 hours need not be observed. Telekom shall inform the relevant contact person about the successful correction of the disturbance immediately in writing by facsimile using the form enclosed in Enclosure 12 and Page 3 "Access to the subscriber's line" making the indications listed below. In case several subscriber's lines were involved in a disturbance only one report shall be made. The report on correction of a disturbance by Telekom shall contain the following pieces of information: - - FirstMark, - - contract number, - - number of the disturbance at FirstMark, - - line definition, - - tel. and fax numbers of the contact person at Telekom, - - disturbance number at Telekom, - - date and time of the arrival of the disturbance report at Telekom, - - date and time when the disturbance was corrected, - - if applicable further information (e.g. if the disturbance report was not justified) - - date and signature. 2 DEBUGGING THE HOUSE CONNECTION CABLE Telekom shall correct disturbances in the house connection cable within in the framework of the available technical and operating possibilities as far as these disturbances are within the sphere of responsibility of Telekom. The sphere of responsibility of Telekom with respect to the house connection cable is restricted to the section of cable from the last manhole or duct without manhole in public ground up to the collocation room. Disturbances outside the sphere of responsibility described above shall not be corrected by Telekom. In case it is found during the correction of the disturbance that Telekom is not responsible for it FirstMark shall refund the incurred expenses to Telekom. 2.1 SUPPORT FOR FAULT LOCATION AND CORRECTION FirstMark shall support Telekom in locating or correcting disturbances in the house connection cable - as far as this is necessary - in the appropriate extent and free of charge. In case this support in locating and correcting disturbances is not awarded the consequent delays shall not be included in the debugging period. Page 4 "Access to the subscriber's line" 2.2 DEBUGGING PERIOD Telekom shall correct the disturbance within the framework of the available technical and operating possibilities within 24 hours (debugging period) after the arrival of the disturbance report of FirstMark at Telekom provided that force majeure does not prevail. FirstMark shall provide a substitute cable as well as building and assembly material on their own expense if they are necessary. The disturbance correction work shall be invoiced on the basis of the incurred expenses. 2.3 PROCEDURE IN CASE OF DISTURBANCE Reports about disturbances in the house connection cable falling into the sphere of responsibility of Telekom shall be made in writing by facsimile by FirstMark to the faults' service of Telekom that is exclusively responsible for the relevant exchange area according to Enclosure 11 with indication of the following pieces of information. The faults' service shall accept disturbance reports daily between 0.00 and 24.00 o'clock from the relevant contact person at FirstMark who shall be nominated to Telekom. The disturbance report from FirstMark shall contain the following pieces of information: - - recipient of the disturbance report at Telekom (office, contact person, tel., fax number), - - specific information concerning FirstMark (name, post code, place, contact person / office, tel., fax number, client number), - - contract number, - - disturbance number at FirstMark, - - contact person for the disturbance at FirstMark (office, contact person, tel., fax number), - - area code and exchange area of the disturbed house connection cable, - - cable identification, - - if applicable information on dangerous voltages that might be applied at the cable (VDE 0800 part 3), - - description of the disturbance, - - date and signature, Before reporting the disturbance to Telekom FirstMark has checked its own sphere of responsibility and did not discover any disturbance there. Page 5 "Access to the subscriber's line" In case the disturbance cannot be corrected by Telekom within the period agreed for reasons for which Telekom is not responsible the debugging period of 24 hours may not be kept. Telekom shall inform the relevant contact person about the successful correction of the disturbance immediately by facsimile making the indications listed below. The report on correction of a disturbance by Telekom shall contain the following pieces of information: - - FirstMark, - - contract number, - - number of the disturbance at FirstMark, - - cable definition, - - tel. and fax numbers of the contact person at Telekom, - - disturbance number at Telekom, - - date and time of the arrival of the disturbance report at Telekom, - - date and time when the disturbance was corrected, - - if applicable further information (e.g. if the disturbance report was not justified) - - date and signature. Page 6 "Access to the subscriber's line" ENCLOSURE 7 PRICES THE PRICES AGREED IN THIS CONTRACT WERE LISTED PARTIALLY DUE TO A DECISION OF THE REGULATING AUTHORITY. THE APPROVAL OF THE REGULATING AUTHORITY FOR THE PRICES LISTED IN THIS ENCLOSURE FOR PROVISION, CANCELLATION AND THE MONTHLY PERMISSION TO USE THE ACCESS TO A SUBSCRIBER'S LINE EXPIRES ON 31 MARCH, 2001. THE APPROVAL OF THE REGULATING AUTHORITY FOR THE PRICES LISTED IN THIS ENCLOSURE FOR COLLOCATION, CURRENT USE OF THE COLLOCATION ROOM, SERVICE COSTS AND RESOURCES CHECK EXPIRES ON 30 NOVEMBER, 2000. THE PRELIMINARY APPROVAL FOR FLAT RATE INVOICING OF ANCILLARY COSTS EXPIRES ON 30 NOVEMBER, 2000. THE PRICE FOR THE NETWORK COMPATIBILITY TEST IS PARTIALLY APPROVED WITH THE APPROVAL EXPIRING ON 31 MARCH, 2001. THE REGULATING AUTHORITY HOLDS THE OPINION THAT THE PRICES FOR ALL SERVICES CONTAINED IN THIS CONTRACT - WITH THE EXCEPTION OF THE UNJUSTIFIED DISTURBANCE REPORTS AND INFORMATION ON THE LIMITATIONS OF THE EXCHANGE AREAS - ARE SUBJECT TO APPROVAL OF PRICES. THE ISSUE OF APPROVAL IS SUBJECT OF ACTIONS AT THE ADMINISTRATIVE COURTS LAUNCHED BY DEUTSCHE TELEKOM AGAINST THE DECISIONS OF THE REGULATING AUTHORITY. THEREFORE, THE PRICES AGREED IN THIS CONTRACT - WHICH ARE SUBJECT TO APPROVAL ACCORDING TO THE OPINION OF THE REGULATING AUTHORITY ARE VALID UNDER THE RESERVATION OF A COURT REVISION. IN CASE A FINAL COURT DECISION STATES THAT PRICES THAT ARE SUBJECT TO APPROVAL ARE FINALLY APPROVED IN DEVIATION FROM THE PRICES THAT HAVE BEEN APPROVED OR REQUIRED OR LISTED IN THE BASIC OFFER ACCORDING TO SECTION 6 PARA. 5 NZV THE PRICES THAT WERE FINALLY APPROVED SHALL BE CONSIDERED TO HAVE BEEN AGREED TO THE EXTENT OF THE FINAL COURT DECISION. UNTIL A FINAL COURT DECISION PREVAILS WE SHALL CHARGE THE PRICES THAT WERE PRELIMINARILY APPROVED, APPROVED OR REQUIRED OR THAT ARE LISTED IN THE BASIC OFFER ACCORDING TO SECTION 6 PARA. 5 NZV. IN CASE THE FINAL COURT DECISION STATES THAT THE PRICES ARE NOT SUBJECT TO APPROVAL THE PRICES THAT WERE PRELIMINARILY APPROVED, APPROVED OR REQUIRED OR THAT ARE LISTED IN THE BASIC OFFER ACCORDING TO SECTION 6 PARA. 5 NZV SHALL BE CONSIDERED TO HAVE BEEN AGREED FOR A PERIOD OF 3 MONTHS AFTER THE COURT DECISION WAS MADE. Page 1 "Access to the subscriber's line" EACH OF THE CONTRACTING PARTIES SHALL BE ENTITLED TO REQUEST NEW NEGOTIATIONS OF THE PRICES THAT ARE VALID AT THE MOMENT WHEN THE FINAL COURT DECISION IS MADE WITHIN 3 MONTHS AFTER THE FINAL COURT DECISION WAS MADE. IN CASE THE PARTIES DO NOT AGREE ON THE PRICES WITHIN THIS PERIOD TELEKOM SHALL BE ENTITLED TO DETERMINE THE PRICE ACCORDING TO THEIR REASONABLY EXERCISED DISCRETION. IN CASE NONE OF THE CONTRACTING PARTIES REQUESTS NEW NEGOTIATIONS ON THE PRICES WITHIN THE ABOVE MENTIONED PERIOD THE PRICES THAT WERE PRELIMINARILY APPROVED, APPROVED OR REQUIRED OR THAT ARE LISTED IN THE BASIC OFFER ACCORDING TO SECTION 6 PARA. 5 NZV SHALL BE CONSIDERED TO HAVE BEEN AGREED ALSO FOR THE FUTURE. THE OBLIGATION OF TELEKOM TO PROVIDE SERVICES SHALL APPLY FOR ALL SERVICES THAT ARE SUBJECT TO APPROVAL FROM THE MOMENT WHEN APPROVAL WAS GRANTED FOR THE DURATION OF A PRELIMINARY OR FINAL APPROVAL. Page 2 "Access to the subscriber's line" LIST OF CONTENTS 1 PRICES FOR COLLOCATION 4 2 PRICES FOR THE PERMISSION TO USE A SUBSCRIBER'S LINE 5 3 PRICE LIST 5
Page 3 "Access to the subscriber's line" 1 PRICES FOR COLLOCATION 1.1 DESIGNING THE OFFER In case FirstMark does not accept the offer for collocation FirstMark shall bear the costs for designing the offer. 1.2 FEE FOR PROVISION FirstMark shall pay a non-recurrent fee for the establishment of the collocation area. This fee depends upon the implementation (physical collocation, virtual collocation). In case collocation areas are installed for other carriers at the same main distribution location within a period of 60 months these shall participate in sharing the provision fees the first carrier had to pay for the establishment of the commonly used facilities provided that an amount of DM 20,000 (EURO 10,225.84) was exceeded. Telekom shall in this case refund the share of the provision fee that has been paid too much according to the following schedule:
- ---------------------------------------------------------------------------------- carrier provision fee for establishing refunding to carrier the commonly used facilities - ---------------------------------------------------------------------------------- 1. 100 % - 2. 50 % 50 % 3. 33 1/3 % 16 2/3 % 4. 25 % 8 1/3 % 5. 20 % 5 % 6. 16 2/3 % 3 1/3 % 7. 14 2/7 % 2 8/21 % 8. 12 1/2 % 1 11/14 % 9. 11 1/9 % 1 7/18 % 10. 10 % 1 1/9 % - ----------------------------------------------------------------------------------
In case additional provision fees are incurred in connection with the establishment of collocation areas for further carriers for the establishment of the commonly used facilities the entire sum of the costs incurred for this establishment shall be used as basis for the above calculation. Page 4 "Access to the subscriber's line" 1.3 CURRENT FEE FirstMark shall pay a current monthly fee for each collocation where FirstMark rents subscriber's lines. This amount shall depend upon the size of the collocation area and the number of the subscriber's lines rented in that exchange area. 2 PRICES FOR THE PERMISSION TO USE A SUBSCRIBER'S LINE 2.1 PROVISION FEE For the provision of each subscriber's line a non-recurrent provision fee shall be charged. This fee shall depend upon the type of access version ordered. 2.2 CURRENT FEES Per rented subscriber's line shall be charged a monthly fee. This fee depends upon the type of ordered access version. For the product copper double wire 4 wires with insertion regenerator shall be charged a basic fee plus an amount per insertion regenerator. 3 PRICE LIST 3.1 DESIGNING THE OFFER FOR COLLOCATION The offer for collocation shall be designed according to expense. 3.2 NON-RECURRENT PROVISION FEE FOR COLLOCATION The provision of collocation shall be made according to expense. The provision of the connection cable between main distributor and interchange distributor depends upon the related expense. The extension of the connection cable between main distributor and interchange distributor shall be done according to the related expense. 3.3 MONTHLY FEE FOR COLLOCATION The monthly fee for each collocation amounts to: see annex 1 to enclosure 7 - prices for collocation rooms - Page 5 "Access to the subscriber's line" In those cases where Telekom is not able to provide a physical collocation Telekom shall offer a virtual collocation at equal economic conditions. FirstMark shall be charged a flat rate for the current power consumption costs together with the monthly rent for collocation. The actual power consumption shall be defined by Telekom once a year by means of reading the ac/three-phase meter and set off against the down payments by separate calculation. The actual power consumption shall be the basis for calculating the down payments for the next accounting period. Page 6 "Access to the subscriber's line" 3.4 FEES FOR PROVISION, CANCELLATION AND MONTHLY PERMISSION TO USE THE ACCESS TO THE SUBSCRIBER'S LINE Prices for access to the subscriber's line
- ----------------------------------------------------------------------------------- FEE FOR PROVISION FEE PERMISSION TO USE TAKING-OVER (DM NET) PRODUCT MONTHLY - ---------------------------------------------- without works at with works at the the final customer final customer (DM NET) (DM NET) NON-RECURRENT NON-RECURRENT - ----------------------------------------------------------------------------------- copper double wire 2-wire 25.40 191.64 241.31 - ----------------------------------------------------------------------------------- copper double wire 2-wire 25.40 197.65 247.32 with higher bit rate utilisation - ----------------------------------------------------------------------------------- copper double wire 4-wire 45.89 209.09 269.29 - ----------------------------------------------------------------------------------- copper double wire 4-wire 45.89 215.10 275.30 with higher bit rate utilisation - ----------------------------------------------------------------------------------- copper double wire 2-wire 52.17 194.13 243.81 with ZWR - ----------------------------------------------------------------------------------- copper double wire 4-wire 74.76 195.18 247.75 with ZWR - ----------------------------------------------------------------------------------- copper double wire 4-wire 33.72 ---- ---- with ZWR - additionally per ZWR - ----------------------------------------------------------------------------------- optic-fibre 1 fibre 506.26 419.30 ---- - ----------------------------------------------------------------------------------- optic-fibre 2 fibres 956.19 569.52 ---- - ----------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------ PROVISION FEE cancellation fee NEW ACCESS (DM NET) PRODUCT NON-RECURRENT - -------------------------- ------------------- with works at the with works at the without works at without works at KVz and without KVz and with the KVz and the KVz and with works at the final works at the without works at works at the final customer final customer the final customer customer (DM NET) (DM NET) (DM NET) (DM NET) NON-RECURRENT NON-RECURRENT NON-RECURRENT NON-RECURRENT - ------------------------------------------------------------------------------------------------------------------------------ copper double wire 2-wire 240.81 337.17 196.55 292.91 107.70 - ------------------------------------------------------------------------------------------------------------------------------ copper double wire 2-wire 246.82 343.18 202.57 298.92 107.70 with higher bit rate utilisation - ------------------------------------------------------------------------------------------------------------------------------ copper double wire 4-wire 272.61 379.49 213.09 319.97 107.70 - ------------------------------------------------------------------------------------------------------------------------------ copper double wire 4-wire 278.63 385.50 219.11 325.98 107.70 with higher bit rate utilisation - ------------------------------------------------------------------------------------------------------------------------------ copper double wire 2-wire ---- ---- ---- ---- 107.70 with ZWR - ------------------------------------------------------------------------------------------------------------------------------ copper double wire 4-wire ---- ---- ---- ---- 107.70 with ZWR - ------------------------------------------------------------------------------------------------------------------------------ copper double wire 4-wire ---- ---- ---- ---- ---- with ZWR - additionally per ZWR - ------------------------------------------------------------------------------------------------------------------------------ optic-fibre 1 fibre ---- ---- ---- 590.53 199.58 - ------------------------------------------------------------------------------------------------------------------------------ optic-fibre 2 fibres ---- ---- ---- 828.17 256.16. - ------------------------------------------------------------------------------------------------------------------------------
Page 7
- ------------------------------------------------------------------------------------- FEE FOR PROVISION FEE PERMISSION TO TAKING-OVER USE (DM NET) PRODUCT MONTHLY - ---------------------------------------------- without works at with works at the the final customer final customer (DM NET) (DM NET) NON-RECURRENT NON-RECURRENT - ------------------------------------------------------------------------------------- carrier customer access - 25.40 201.77 251.44 analogue basis - ------------------------------------------------------------------------------------- carrier customer access - 25.40 201.77 304.55 analogue with PCM2 - ------------------------------------------------------------------------------------- carrier customer access - 25.40 201.77 304.55 analogue with PCM11 - ------------------------------------------------------------------------------------- carrier customer access - 25.40 201.77 304.55 analogue with AslMux - ------------------------------------------------------------------------------------- carrier customer access - 36.51 201.77 301.66 basic with PCM2FA without ZWR - ------------------------------------------------------------------------------------- carrier customer access - 63.31 201.77 301.66 basic with PCM2FA with ZWR - ------------------------------------------------------------------------------------- carrier customer access - 28.08 200.41 301.66 basic without PCM2FA without ZWR - ------------------------------------------------------------------------------------- carrier customer access - 54.88 201.77 301.66 basic without PCM2FA with ZWR - ------------------------------------------------------------------------------------- carrier customer access - 252.72 336.72 ---- primary - ------------------------------------------------------------------------------------- Tel As at OPAL 37.88 263.61 ---- - ------------------------------------------------------------------------------------- BaAs at OPAL 66.98 288.67 ---- - ------------------------------------------------------------------------------------- TelAs at ISIS-outdoor (TVST) 37.88 236.61 ---- - ------------------------------------------------------------------------------------- BaAs at ISIS-outdoor (TVST) 66.98 288.67 ---- - ------------------------------------------------------------------------------------- PMxAs at ISIS-outdoor (TVST) 557.54 476.27 ---- - ------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- PROVISION FEE cancellation fee NEW ACCESS (DM NET) PRODUCT NON-RECURRENT - ------------------------------ ------------------- with works at the with works at the without works at without works at KVz and without KVz and with the KVz and the KVz and with works at the final works at the without works at works at the final customer final customer the final customer customer (DM NET) (DM NET) (DM NET) (DM NET) NON-RECURRENT NON-RECURRENT NON-RECURRENT NON-RECURRENT - ----------------------------------------------------------------------------------------------------------------------------------- carrier customer access - 250.93 347.29 206.67 303.03 107.70 analogue basis - ----------------------------------------------------------------------------------------------------------------------------------- carrier customer access - 250.93 400.40 206.67 303.03 107.70 analogue with PCM2 - ----------------------------------------------------------------------------------------------------------------------------------- carrier customer access - 250.93 400.40 206.67 303.03 107.70 analogue with PCM11 - ----------------------------------------------------------------------------------------------------------------------------------- carrier customer access - 250.93 400.40 206.67 303.03 107.70 analogue with AslMux - ----------------------------------------------------------------------------------------------------------------------------------- carrier customer access - 250.93 397.51 206.67 300.14 107.70 basic with PCM2FA without ZWR - ----------------------------------------------------------------------------------------------------------------------------------- carrier customer access - 250.93 397.51 206.67 300.14 107.70 basic with PCM2FA with ZWR - ----------------------------------------------------------------------------------------------------------------------------------- carrier customer access - 250.93 397.51 206.67 300.14 107.70 basic without PCM2FA without ZWR - ----------------------------------------------------------------------------------------------------------------------------------- carrier customer access - 250.93 397.51 206.67 300.14 107.70 basic without PCM2FA with ZWR - ----------------------------------------------------------------------------------------------------------------------------------- carrier customer access - 342.77 729.75 ---- ---- 209.00 primary - ----------------------------------------------------------------------------------------------------------------------------------- Tel As at OPAL 285.42 486.32 ---- ---- 128.36 - ----------------------------------------------------------------------------------------------------------------------------------- BaAs at OPAL 310.48 488.50 ---- ---- 136.93 - ----------------------------------------------------------------------------------------------------------------------------------- TelAs at ISIS-outdoor (TVST) 285.42 475.49 ---- ---- 128.36 - ----------------------------------------------------------------------------------------------------------------------------------- BaAs at ISIS-outdoor (TVST) 310.48 488.50 ---- ---- 136.93 - ----------------------------------------------------------------------------------------------------------------------------------- PMxAs at ISIS-outdoor (TVST) 394.13 781.11 ---- ---- 227.71 - -----------------------------------------------------------------------------------------------------------------------------------
Page 8 Prices for access to the subscriber's line (EURO)
- ----------------------------------------------------------------------------------- FEE FOR PROVISION FEE PERMISSION TO USE TAKING-OVER (EURO NET) PRODUCT MONTHLY - ---------------------------------------------- without works at with works at the the final customer final customer (EURO NET) (EURO NET) NON-RECURRENT NON-RECURRENT - ----------------------------------------------------------------------------------- copper double wire 2-wire 12.99 97.98 123.38 - ----------------------------------------------------------------------------------- copper double wire 2-wire 12.99 101.06 126.45 with higher bit rate utilisation - ----------------------------------------------------------------------------------- copper double wire 4-wire 23.46 106.91 137.68 - ----------------------------------------------------------------------------------- copper double wire 4-wire 23.46 109.98 140.76 with higher bit rate utilisation - ----------------------------------------------------------------------------------- copper double wire 2-wire 26.67 99.26 124.66 with ZWR - ----------------------------------------------------------------------------------- copper double wire 4-wire 38.22 99.80 126.67 with ZWR - ----------------------------------------------------------------------------------- copper double wire 4-wire 17.24 ---- ---- with ZWR - additionally per ZWR - ----------------------------------------------------------------------------------- optic-fibre 1 fibre 258.85 214.38 ---- - ----------------------------------------------------------------------------------- optic-fibre 2 fibres 488.89 291.19 ---- - ----------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- PROVISION FEE cancellation fee NEW ACCESS (EURO NET) PRODUCT NON-RECURRENT - ----------------------------- ------------------- with works at the with works at the without works at without works at KVz and without KVz and with the KVz and the KVz and with works at the final works at the without works at works at the final customer final customer the final customer customer (EURO NET) (EURO NET) (EURO NET) (EURO NET) NON-RECURRENT NON-RECURRENT NON-RECURRENT NON-RECURRENT - -------------------------------------------------------------------------------------------------------------------------------- copper double wire 2-wire 123.12 172.39 100.50 149.76 55.07 - -------------------------------------------------------------------------------------------------------------------------------- copper double wire 2-wire 126.20 175.47 103.57 152.84 55.07 with higher bit rate utilisation - -------------------------------------------------------------------------------------------------------------------------------- copper double wire 4-wire 139.38 194.03 108.95 163.60 55.07 - -------------------------------------------------------------------------------------------------------------------------------- copper double wire 4-wire 142.46 197.11 112.03 166.67 55.07 with higher bit rate utilisation - -------------------------------------------------------------------------------------------------------------------------------- copper double wire 2-wire ---- ---- ---- ---- 55.07 with ZWR - -------------------------------------------------------------------------------------------------------------------------------- copper double wire 4-wire ---- ---- ---- ---- 55.07 with ZWR - -------------------------------------------------------------------------------------------------------------------------------- copper double wire 4-wire ---- ---- ---- ---- ---- with ZWR - additionally per ZWR - -------------------------------------------------------------------------------------------------------------------------------- optic-fibre 1 fibre ---- ---- ---- 301.93 102.05 - -------------------------------------------------------------------------------------------------------------------------------- optic-fibre 2 fibres ---- ---- ---- 423.44 130.97 - --------------------------------------------------------------------------------------------------------------------------------
Page 9
- ------------------------------------------------------------------------------------ FEE FOR PROVISION FEE PERMISSION TO TAKING-OVER USE (EURO NET) PRODUCT MONTHLY - ---------------------------------------------- without works at with works at the the final customer final customer (EURO NET) (EURO NET) NON-RECURRENT NON-RECURRENT - ------------------------------------------------------------------------------------ carrier customer access - 12.99 103.16 128.56 analogue basis - ------------------------------------------------------------------------------------ carrier customer access - 12.99 103.16 155.71 analogue with PCM2 - ------------------------------------------------------------------------------------ carrier customer access - 12.99 103.16 155.71 analogue with PCM11 - ------------------------------------------------------------------------------------ carrier customer access - 12.99 103.16 155.71 analogue with AslMux - ------------------------------------------------------------------------------------ carrier customer access - 18.67 103.16 154.24 basic with PCM2FA without ZWR - ------------------------------------------------------------------------------------ carrier customer access - 32.37 103.16 154.24 basic with PCM2FA with ZWR - ------------------------------------------------------------------------------------ carrier customer access - 14.36 102.47 154.24 basic without PCM2FA without ZWR - ------------------------------------------------------------------------------------ carrier customer access - 28.06 103.16 154.24 basic without PCM2FA with ZWR - ------------------------------------------------------------------------------------ carrier customer access - 129.21 172.16 ---- primary - ------------------------------------------------------------------------------------ Tel As at OPAL 19.37 134.78 ---- - ------------------------------------------------------------------------------------ BaAs at OPAL 34.25 147.59 ---- - ------------------------------------------------------------------------------------ TelAs at ISIS-outdoor (TVST) 19.37 134.78 ---- - ------------------------------------------------------------------------------------ BaAs at ISIS-outdoor (TVST) 34.25 147.59 ---- - ------------------------------------------------------------------------------------ PMxAs at ISIS-outdoor (TVST) 285.07 243.51 ---- - ------------------------------------------------------------------------------------ - ----------------------------------------------------------------------------------------------------------------------------------- PROVISION FEE cancellation fee NEW ACCESS (EURO NET) PRODUCT NON-RECURRENT - ------------------------------- ------------------- with works at the with works at the without works at without works at KVz and without KVz and with the KVz and the KVz and with works at the final works at the without works at works at the final customer final customer the final customer customer (EURO NET) (EURO NET) (EURO NET) (EURO NET) NON-RECURRENT NON-RECURRENT NON-RECURRENT NON-RECURRENT - ----------------------------------------------------------------------------------------------------------------------------------- carrier customer access - 128.30 177.56 105.67 154.94 55.07 analogue basis - ----------------------------------------------------------------------------------------------------------------------------------- carrier customer access - 128.30 204.72 105.67 154.94 55.07 analogue with PCM2 - ----------------------------------------------------------------------------------------------------------------------------------- carrier customer access - 128.30 204.72 105.67 154.94 55.07 analogue with PCM11 - ----------------------------------------------------------------------------------------------------------------------------------- carrier customer access - 128.30 204.72 105.67 154.94 55.07 analogue with AslMux - ----------------------------------------------------------------------------------------------------------------------------------- carrier customer access - 128.30 203.24 105.67 153.46 55.07 basic with PCM2FA without ZWR - ----------------------------------------------------------------------------------------------------------------------------------- carrier customer access - 128.30 203.24 105.67 153.46 55.07 basic with PCM2FA with ZWR - ----------------------------------------------------------------------------------------------------------------------------------- carrier customer access - 128.30 203.24 105.67 153.46 55.07 basic without PCM2FA without ZWR - ----------------------------------------------------------------------------------------------------------------------------------- carrier customer access - 128.30 203.24 105.67 153.46 55.07 basic without PCM2FA with ZWR - ----------------------------------------------------------------------------------------------------------------------------------- carrier customer access - 175.26 373.11 ---- ---- 106.86 primary - ----------------------------------------------------------------------------------------------------------------------------------- Tel As at OPAL 145.93 248.65 ---- ---- 65.63 - ----------------------------------------------------------------------------------------------------------------------------------- BaAs at OPAL 158.75 249.77 ---- ---- 70.01 - ----------------------------------------------------------------------------------------------------------------------------------- TelAs at ISIS-outdoor (TVST) 145.93 243.11 ---- ---- 65.63 - ----------------------------------------------------------------------------------------------------------------------------------- BaAs at ISIS-outdoor (TVST) 158.75 249.77 ---- ---- 70.01 - ----------------------------------------------------------------------------------------------------------------------------------- PMxAs at ISIS-outdoor (TVST) 201.52 399.37 ---- ---- 116.43 - -----------------------------------------------------------------------------------------------------------------------------------
Page 10 "Access to the subscriber's line" 3.5 ADDITIONAL JOURNEY IN CONNECTION WITH PROVISION AND DEBUGGING Additional journeys that become necessary because the final customer in the provision or respectively debugging process was not encountered although an appointment had been made (Enclosure 5. item 2.3.2. Enclosure 6. item 1.2) shall be charged for. 3.6 PRELIMINARY ENQUIRY For preliminary enquiry FirstMark shall be charged the following fees:
- ------------------------------------------------------------------------------------------------------------------ PRODUCT DM (NET) EURO (NET) - ------------------------------------------------------------------------------------------------------------------ copper double wire 2-wire 21.88 11.19 - ------------------------------------------------------------------------------------------------------------------ copper double wire 2-wire with higher 131.66 (for taking-over) 67.32 (for taking-over) bit rate utilisation 133.14 (for new connection) 68.07 (for new connection) - ------------------------------------------------------------------------------------------------------------------ copper double wire 4-wire 21.88 11.19 - ------------------------------------------------------------------------------------------------------------------ copper double wire 4-wire with higher 135.25 (for taking-over) 69.15 (for taking-over) bit rate utilisation 136.73 (for new connection) 69.91 (for new connection) - ------------------------------------------------------------------------------------------------------------------ copper double wire 2-wire with ZWR 131.66 (for taking-over) 67.32 (for taking-over) 133.14 (for new connection) 68.07 (for new connection) - ------------------------------------------------------------------------------------------------------------------ copper double wire 4-wire with ZWR 135.25 (for taking-over) 69.15 (for taking-over) 136.73 (for new connection) 69.91 (for new connection) - ------------------------------------------------------------------------------------------------------------------ optic-fibre 1 fibre 173.40 (for taking-over) 88.66 (for taking-over) 174.87 (for new connection) 89.41 (for new connection) - ------------------------------------------------------------------------------------------------------------------ optic-fibre 2 fibres 173.40 (for taking-over) 88.66 (for taking-over) 174.87 (for new connection) 89.41 (for new connection) - ------------------------------------------------------------------------------------------------------------------ carrier customer access - analogue 21.88 11.19 basis - ------------------------------------------------------------------------------------------------------------------ carrier customer access - analogue 21.88 11.19 with PCM2 - ------------------------------------------------------------------------------------------------------------------ carrier customer access - analogue 21.88 11.19 with PCM11 - ------------------------------------------------------------------------------------------------------------------ carrier customer access - analogue 21.88 11.19 with AslMux - ------------------------------------------------------------------------------------------------------------------ carrier customer access - basic with 131.66 (for taking-over) 67.32 (for taking-over) PCM2FA without ZWR 133.14 (for new connection) 68.07 (for new connection) - ------------------------------------------------------------------------------------------------------------------ carrier customer access - basic with 131.66 (for taking-over) 67.32 (for taking-over) PCM2FA with ZWR 133.14 (for new connection) 68.07 (for new connection) - ------------------------------------------------------------------------------------------------------------------ carrier customer access - basic 21.88 11.19 without PCM2FA without ZWR - ------------------------------------------------------------------------------------------------------------------ carrier customer access - basic 131.66 (for taking-over) 67.32 (for taking-over) without PCM2FA with ZWR 133.14 (for new connection) 68.07 (for new connection) - ------------------------------------------------------------------------------------------------------------------ carrier customer access - primary 131.66 (for taking-over) 67.32 (for taking-over) 133.14 (for new connection) 68.07 (for new connection) - ------------------------------------------------------------------------------------------------------------------ Tel As at OPAL 140.19 (for taking-over) 71.68 (for taking-over) 141.66 (for new connection) 72.43 (for new connection) - ------------------------------------------------------------------------------------------------------------------ BaAs at OPAL 140.19 (for taking-over) 71.68 (for taking-over) 141.66 (for new connection) 72.43 (for new connection) - ------------------------------------------------------------------------------------------------------------------ TelAs at ISIS-outdoor (TVST) 140.19 (for taking-over) 71.68 (for taking-over) 141.66 (for new connection) 72.43 (for new connection) - ------------------------------------------------------------------------------------------------------------------
Page 11 "Access to the subscriber's line"
- ------------------------------------------------------------------------------------------------------------------ PRODUCT DM (NET) EURO (NET) - ------------------------------------------------------------------------------------------------------------------ BaAs at ISIS-outdoor (TVST) 140.19 (for taking-over) 71.68 (for taking-over) 141.66 (for new connection) 72.43 (for new connection) - ------------------------------------------------------------------------------------------------------------------ PMxAs at ISIS-outdoor (TVST) 140.19 (for taking-over) 71.68 (for taking-over) 141.66 (for new connection) 72.43 (for new connection) - ------------------------------------------------------------------------------------------------------------------
Provided that the fee for the preliminary enquiry is a fee that is subject to approval it shall be paid for the first time after the regulating authority has approved a fee for telecommunication and post office. Otherwise the preliminary enquiry requested by FirstMark shall be carried out at the fee sent in later by Telekom. 3.7 FEES FOR RESOURCE CHECKS Checks of resources of other competitors requested by FirstMark shall be invoiced on the basis of the expenses. 3.8 FEES FOR A NETWORK COMPATIBILITY TEST The possibility of using other transmission methods (line codes) than those approved by Telekom is to be checked by Telekom in each case individually and shall be invoiced for to FirstMark as follows: The price for the technical test according to stage 1 shall be DM 4.760 (EURO 2.433.75) non-recurrent. The price for the technical test according to stage 2 shall be DM 21.760.- (EURO 11.125.71) non-recurrent. For further tests shall be charged a fee depending upon the related expenses (hourly rate DM 140.00 (EURO 71.58) for more rewarding activities or DM 100.00 (EURO 51.13) for simple activities. 3.9 FEES FOR UNJUSTIFIED DISTURBANCE REPORTS BY FIRSTMARK Provided that it turns out in the process of correction of a disturbance that FirstMark or a third party is responsible for the disturbance FirstMark shall pay a flat rate for compensating Telekom for the incurred expenses amounting to DM 200.00 (EURO 102.26) per unjustified disturbance report. 3.10 FEES FOR INFORMATION ON THE LIMITATION OF THE EXCHANGE AREA For information on the limitation of the exchange area shall be charged DM 87.89 (EURO 44.94) per plan plus license fee. Page 12 "Access to the subscriber's line" 3.11 FEES FOR GROUND ENGINEERING IN CONNECTION WITH THE CARRIER'S OWN CASING Ground engineering works in connection with the carrier's own casing (enclosure 2. item 2.2.1.1) shall be invoiced according to the incurred expenses. 3.12 FEES FOR LAYING/RE-ALIGNING THE INTERCONNECTION CABLE FirstMark shall be charged the costs for laying/re-aligning the interconnection cable according to the incurred expenses. Page 13 "Access to the subscriber's line" ENCLOSURE 8 INFORMATIONS LIST OF CONTENTS 1 INFORMATION ON LOCATIONS OF MAIN DISTRIBUTORS 2 2 INFORMATION ON LIMITATIONS OF EXCHANGE AREAS 2
Page 1 "Access to the subscriber's line" 1 INFORMATION ON LOCATIONS OF MAIN DISTRIBUTORS Within the framework of their legal obligations Telekom shall inform FirstMark on the locations of the Telekom-main distributors within the license area of FirstMark. This shall be done by means of an excel-file with the following columns: - - area code - - area network - - exchange area number - - denomination of exchange area - - post code - - place - - street - - house number - - remarks - - allocation within the price cluster for physical collocation Further. exchange areas with complete or partial equipment with optic-fibre or ISIS shall be marked with "#" in the remarks-column. The list shall be revised once a year and handed over to FirstMark. Telekom does not warrant the content and correctness of the information provided. Contact partner for any questions shall be the Center of National Sales / Licensed service providers and carrier (ZNV LDC). 2 INFORMATION ON LIMITATIONS OF EXCHANGE AREAS For information on the limitation of the exchange areas topographic maps of the license area of FirstMark are provided. They are provided in the scale 1 : 25 000 and 1 : 50 000 in exceptional cases. The proliferation and utilisation of these maps is subject to requirements under license law. The price for providing these maps is indicated in enclosure 7. The maps contain the following indications: - - local network area limits - - area code - - exchange area limit - - location of main distributor - - exchange area code (denomination of main distributor) Page 2 "Access to the subscriber's line" The maps shall be ordered at the ZNV LDC using the relevant form according to enclosure 12 either for: - - a local network, - - a city. local or community area (political) or - - locations of main distributors. The maps shall be delivered subject to the acquisition of the license right for proliferation of the maps usually 4 weeks after arrival of the above mentioned order at the ZNV LDC. Enquiries on the limitations of the exchange areas shall be directed at the order management office of Telekom that is responsible for the local network by telefax using the form according to enclosure 12. Page 3 "Access to the subscriber's line" ENCLOSURE 9 TRANSMISSION MODES AND NETWORK COMPATIBILITY TEST LIST OF CONTENTS
1 REQUIREMENTS FOR THE LINE INTERFACES OF SYSTEMS WHICH MAY BE USED AT PRESENT BY COMPETITORS IN THE ACCESS NETWORK OF TELEKOM 2 2 NETWORK COMPATIBILITY TEST 4
Page 1 "Access to the subscriber's line" 1. REQUIREMENTS FOR THE LINE INTERFACES OF SYSTEMS WHICH MAY BE USED AT PRESENT BY COMPETITORS IN THE ACCESS NETWORK OF TELEKOM 1.1 GENERAL REQUIREMENTS WHICH MUST BE FULFILLED BY ALL SYSTEMS USED IN THE CONNECTION LINE NETWORK 1.1.1 Safety / operator safety 1. DIN VDE 0800, part 1, telecommunication equipment General terms, requirements and tests for the safety of plants and devices 2. DIN VDE 0800, part 3, telecommunication equipment telecommunication facilities with remote feeding 3. IEC 950 / DIN EN 60 950, safety of facilities of information technology devices DIN VDE 0805 including electrical office machinery as well as DIN EN 60 950/A2 amendment 2 of September, 1994 1.1.2 Laser safety DIN EN 60825-1 Safety of laser facilities Part 1: classification of plants, requirements and user guidelines (issue July, 1994) DIN EN 60825-2 Safety of laser facilities Part 2: safety of optic-fibre communication systems (issue July 1994) VBG 93 Laser radiation (issue January 1993 with implementing instructions of October 1995) Laser class: At accessible outlets only laser lines of laser class 1 shall emerge. 1.1.3 Electromagnetic compatibility (EMC) Radio interference voltages on unscreened symmetrically operated signalling lines For the purpose of measuring the interference transmission interfaces that shall be used for connecting to them lines of the access or local network shall generally be connected and tested without screening. Page 2 "Access to the subscriber's line" Limiting values For lines that are operated without screening and symmetrically the limiting value curve for radio interference voltages according to table 1 is to be observed. Table 1: Limiting values for radio interference voltages at the connection point of unscreened, symmetrically operated lines (table 3 of the draft DIN VDE 0878 Part 30/11.89)
- ------------------------------------------------------------------------------------------------------------ frequency range limiting values [dB(uV)] f[MHz] - ------------------------------------------------------------------------------------------------------------ quasi peak value[dB(uV)] mean value [dB(uV)] - ------------------------------------------------------------------------------------------------------------ 0.01 up to 0.055 -- 79 up to 66* 0.055 up to 0.15 -- 66 0.15 up to 0.5 78 66 0.5 up to 1.6 72 60 1.6 up to 30.0 78 66 - ------------------------------------------------------------------------------------------------------------ * note: In the frequency range 0.01 MHz up to 0.055 MHz the limiting value decreases linearly with the logarithm of the frequency. - ------------------------------------------------------------------------------------------------------------
Measuring method The measuring methods to be used are those according to ETS 300 386-1 paragraph 7.2.1 extended for the frequency range 10 kHz up to 30 MHz or alternatively the measuring methods according to DIN VDE 0877 Part 1/11.81. draft DIN VDE 0877 Part A1/02.85. DIN VDE 0878 Part 1/12.86 and Part 3/11.89 in connection with the draft standard DIN VDE 0878 Part 30/11.89. 1.2 TRANSMISSION MODES THAT MAY BE USED ON COPPER CONNECTION CABLES 1.2.1 Transmission modes that may be used without limitations on copper connection cables provided that the requirements of the relevant standards are fulfilled
================================================================================================================== code gross bit-rate on modulation rate on transmission mode standard the line the line - ------------------------------------------------------------------------------------------------------------------ N01 160 kbit/s 120 kbaud 4B3T ETR080 - ------------------------------------------------------------------------------------------------------------------ N02 160 kbit/s 80 kbaud 2B1Q ETR080 - ------------------------------------------------------------------------------------------------------------------
Page 3 "Access to the subscriber's line" 1.2.2 Transmission modes that may be used on copper connection cables with identification of the transmission mode upon placing the order and provided that the requirements of the relevant standard are fulfilled
================================================================================================================== code gross bit-rate on the line modulation rate on transmission mode standard the line - ------------------------------------------------------------------------------------------------------------------ H01 2048 kbit/s 2048 kbaud HDB3 1 TR 221 - ------------------------------------------------------------------------------------------------------------------ H02 784 kbit/s 392 kbaud 2B1Q (HDSL) ETSI-TS 101135 version V 1.4.1 - ------------------------------------------------------------------------------------------------------------------ H03 1168 kbit/s 548 kbaud 2B1Q (HDSL) ETSI-TS 101135 version V 1.4.1 - ------------------------------------------------------------------------------------------------------------------ H04 upstream: up to 640 kbit/s not applicable DMT (ADSL) ETSI 101 388 version useful load plus overhead V 1.1.1 without options according to standard in 5.1. 6.2 and 6.4 down-stream: up to 6144 kbit/s useful load plus overhead according to standard - ------------------------------------------------------------------------------------------------------------------ H05 2320 kbit/s 1160 kbaud 2B1Q (HDSL) ETSI-TS 101135 version V 1.4.1 - ------------------------------------------------------------------------------------------------------------------
2. NETWORK COMPATIBILITY TEST 2.1 GENERAL REMARKS ON THE NETWORK COMPATIBILITY TEST In case other transmission modes are used than those described in enclosure 3 and 4 for the debunched access to the subscriber's line by means of copper double-wires a test for network compatibility is to be carried out by Telekom for assuring network safety before using these other transmission modes for the first time. This test is to assure that all transmission systems that are connected to this cable will function without any disturbances. The main task is to assure that the connection of the systems of FirstMark to the cables does not cause disturbing influences in the transmission systems of Telekom and that the requirements for EMC are fulfilled as well as to assure that operator safety with respect to supply voltages on the copper double wire is guaranteed. Further the test will produce findings to be used in adapting planning rules. 2.2 SPECIFICATIONS The test will be carried out in two stages: Page 4 "Access to the subscriber's line" 2.2.1 STAGE 1 During the first stage the test shall be carried out exclusively on the basis of the system documentation to be supplied by FirstMark. Beside the general description of the system this documentation must contain the parts which are relevant for network compatibility. This includes detailed information on the line interface. EMC and if applicable the supply voltages used on the lines with information on safety. In case the transmission mode that is used is not standardised a detailed description of the line interface must follow. This description must contain information on the transmission mode that is used, impedance, the transmission rate, the coding. the transmission signal (shape, size), the power spectral density, etc. Telekom shall check network compatibility on the basis of the information which was provided. The procedure will take approximately 4 weeks. For the technical test shall be charged a fee according to enclosure 7. In case network compatibility can not be verified without doubts on the basis of the documentation (e.g. because the transmission mode and its parameters are unknown or because they have not been used in the network of Telekom, yet) transfer of the procedure to stage 2 is to be agreed. 2.2.2 STAGE 2 In the second stage the network compatibility test shall be carried out by means of a network compatibility test in the real network. For this purpose FirstMark shall supply Telekom with a reasonable number of system combinations (to be agreed for each case). Telekom shall carry out a real connection of the cables in the system combinations that are possible and measure the required signal-to-noise ratio on the basis of the valid network plan. The procedure will take approximately 8 weeks. For the technical test shall be charged a fee according to enclosure 7. 2.2.3 FURTHER TESTS In case the network compatibility test shows that existing systems are influenced FirstMark shall be finally informed about that. In case FirstMark wants a continuation of the tests shall be charged a fee according to enclosure 7. Devices that were retrofitted after a previous network compatibility test showed that they can not be used shall undergo a new network compatibility test. 2.2.4 PARTICIPATION OF THE COMPETITORS to be agreed later Page 5 "Access to the subscriber's line" 2.2.5 CLEARING AGENCY to be agreed later Page 6 "Access to the subscriber's line" ENCLOSURE 10 PROVING PROCEDURE LIST OF CONTENTS
1 PROVING PROCEDURE 2 2 BEARING OF COSTS 3
Page 1 "Access to the subscriber's line" 1 PROVING PROCEDURE Principles With respect to the proving procedure that is described in the following an agreement should be reached preferably in stage 1. Stage 2 - the involvement of the independent agency nominated in enclosure 11 - - should remain an exceptional case. Before stage 1 is completed neither of the parties shall be entitled to appeal to the independent agency. Stage 1 In case FirstMark disputes the facts stated by Telekom for negating a debunched access or negating a bunched access FirstMark shall receive on written request within 10 working days after negation of the desired line Mondays to Fridays within the regular office hours from 7.30 a.m. till 4.30 p.m. at the contact office listed in enclosure 11. on the following working day a written statement on the subscriber's fill (filled copper double-wires ./. available copper double-wires) that exists on the part of the cable network supplying the final customer. This value shall be maximum 3 months old. In case FirstMark does not immediately or after a maximum period of 5 working days after the arrival of the written statement at FirstMark start stage 2 by means of appealing to the independent agency or if FirstMark orders the offered bunched subscriber's line instead of the debunched subscriber's line this shall mean that FirstMark accepted the statement on the subscriber's fill and the proving procedure shall be considered completed. An appeal to the independent agency with respect this case shall be excluded. Stage 2 In case FirstMark appeals to the independent agency within 5 working days after arrival of the statement Telekom shall be informed about the appeal immediately. On written request of the independent agency Telekom shall inform the independent agency immediately but not later than 10 working days after arrival of the request about the facts that lead to the negation of a debunched access or of a bunched access. The proof in this respect refers to the moment when Telekom carried out the internal check of the relevant data in response to the enquiry of FirstMark. The parties agree that FirstMark must not review the information sent to the independent agency by Telekom in connection with this issue. The independent agency shall decide upon the existence / non-existence of the facts stated by Telekom which lead to the negation of the debunched or bunched access. The details of the procedure at the independent agency shall be agreed with the independent agency. Page 2 "Access to the subscriber's line" In case the independent agency takes a decision that grants the application of FirstMark Telekom shall implement this decision immediately but not later than 10 working days after receipt of the decision. With respect to decisions of the independent agency the jurisdiction of a court shall be ousted. 2 BEARING OF COSTS For the procedure as described in stage 1 FirstMark shall be charged a price of DM 20.00 (Euro 10.23). The costs of the procedure in stage 2 shall be born by the partner that was defeated before the independent agency. Page 3 "Access to the subscriber's line" ENCLOSURE 11 CONTACT PERSONS LIST OF CONTENTS
1 CONTACT PERSONS 2 2 ORDERING COLLOCATION 2 3 PRELIMINARY ENQUIRIES AND ORDERING ACCESS TO A SUBSCRIBER'S LINE 2 4 ACCOUNTING 2 5 DEBUGGING 2 6 INVOICING ADDRESS OF FIRSTMARK 3 7 CONTACT PERSONS AT FIRSTMARK FOR INFORMATION AND DISTURBANCE REPORTING 3 8 INDEPENDENT AGENCY 3
Page 1 "Access to the subscriber's line" 1 CONTACT PERSONS For questions resulting from the execution of this contract please contact the Center for National Sales / Licensed service providers carriers (ZNV LDC). Enquiries shall be accepted during the usual office hours Mondays to Thursdays 8.00 a.m. till 6.00 p.m. and Fridays 8.00 a.m. till 4.00 p.m. Postal address: Deutsche Telekom AG Zentrum Nationaler Vertrieb LDC (Center for National Sales LDC) P.O. Box 10 19 28 40010 Dusseldorf Phone: (0211) 62 11-46 11 Fax: (02 11) 62 11-49 63 2 ORDERING COLLOCATION Orders of collocations shall be made in writing at the above mentioned address. 3 PRELIMINARY ENQUIRIES AND ORDERING ACCESS TO A SUBSCRIBER'S LINE Preliminary enquiries and orders of access to a subscriber's line shall be directed in writing to the order management office of Telekom that is responsible for the relevant local network. This information shall be provided on a data carrier (floppy disc). Any changes shall be transmitted by this means. too. 4 ACCOUNTING Accounting for the access to a subscriber's line shall be done by the telecommunication accounting service of Telekom. invoice processing (FRD RB) of the subsidiary. FirstMark shall be informed about the account for payments by the responsible order management. 5 DEBUGGING FirstMark shall report disturbances to Telekom at the office of Telekom that is responsible for the relevant local network. This information shall be provided on a data carrier (floppy disc). Any changes shall be transmitted by this means. too. Page 2 "Access to the subscriber's line" 6 INVOICING ADDRESS OF FIRSTMARK FirstMark Communications GmbH attn. of LambdaNet Communications GmbH Rechnungswesen (Accountancy) Gunther-Wagner-Allee 13 30177 Hannover (Hanover) 7 CONTACT PERSONS AT FIRSTMARK FOR INFORMATION AND DISTURBANCE REPORTING LambdaNet Communications GmbH Mr Rainer Niemann Phone: 0511/ 89977-519 Fax: 0511/ 89977-109 8 INDEPENDENT AGENCY The regulating authority for telecommunication and post office shall fulfil the tasks of the independent agency mentioned in enclosure 10 in case it is necessary to regulate issues with respect to the utilisation of capacities or the proof of facts that lead to the negation of a debunched access. Page 3 ENCLOSURE 12 FORMS LIST OF CONTENTS
1 Form Disturbance report by FirstMark 2 Form Report on correction of disturbance by Telekom 3 Form Preliminary enquiry 4 Form Order copper double wire 5 Form Cancellation copper double wire 6 Form Cancellation optic-fibre 7 Form Order optic-fibre 8 Form Order Carrier Customer Access 9 Form Cancellation Carrier Customer Access 10 Form Order ISIS/OPAL 11 Form Cancellation ISIS/OPAL 12 Form Order Collocation 13 Form Cancellation Collocation 14 Enquiry Exchange Area Limitation 15 Form Additional service UGV (probably emergency power supply) 48 V for collocation area 16 Form Additional service UGV 60 V for collocation area 17 Form Additional service ventilation and air conditioning equipment (RLT) for collocation area
Enclosure 12 Version: 19 November 1999 Page 1
- ------------------------------------------------------------------------------------------------------------------ DISTURBANCE REPORT SUBSCRIBER'S LINE In case this form contains incomplete or wrong information Telekom may refuse the order - ------------------------------------------------------------------------------------------------------------------ TO DEUTSCHE TELEKOM AG - ------------------------------------------------------------------------------------------------------------------ Subsidiary - ------------------------------------------------------------------------------------------------------------------ Department - ------------------------------------------------------------------------------------------------------------------ Name - ------------------------------------------------------------------------------------------------------------------ tel. no. fax no. - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON FIRSTMARK (REPORTER OF DISTURBANCE) - ------------------------------------------------------------------------------------------------------------------ Name FirstMark - ------------------------------------------------------------------------------------------------------------------ Contract number - ------------------------------------------------------------------------------------------------------------------ Contact person - ------------------------------------------------------------------------------------------------------------------ tel. no. fax no. - ------------------------------------------------------------------------------------------------------------------ Disturbance number at FirstMark - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON FINAL CUSTOMER (TERMINATION) - ------------------------------------------------------------------------------------------------------------------ Area code Exchange area - ------------------------------------------------------------------------------------------------------------------ Line identification - ------------------------------------------------------------------------------------------------------------------ Used line code if applicable - ------------------------------------------------------------------------------------------------------------------ Name, first name - ------------------------------------------------------------------------------------------------------------------ Street, number - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ location of 1st telecommunication line unit (TAE) if applicable - ------------------------------------------------------------------------------------------------------------------ Phone no. to date - ------------------------------------------------------------------------------------------------------------------ Appointment with final Date: ......... / / morning / / afternoon customer if applicable - ------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF DISTURBANCE - ------------------------------------------------------------------------------------------------------------------ / / noise / / no response / / no call arriving / / no understanding / / unilateral understanding ............................ / / Other ............................................................................................... ............................................................................................................ - ------------------------------------------------------------------------------------------------------------------
- -------------------------------------- Date, signature
- ------------------------------------------------------------------------------------------------------------------ REPORT ON CORRECTION OF DISTURBANCE SUBSCRIBER'S LINE - ------------------------------------------------------------------------------------------------------------------ INFORMATION ON FIRSTMARK (REPORTER OF DISTURBANCE) - ------------------------------------------------------------------------------------------------------------------ Name FirstMark - ------------------------------------------------------------------------------------------------------------------ Contract number (FirstMark) - ------------------------------------------------------------------------------------------------------------------ Disturbance number (FirstMark) - ------------------------------------------------------------------------------------------------------------------
CONTACT PERSON AT TELEKOM AG - ------------------------------------------------------------------------------------------------------------------ Name - ------------------------------------------------------------------------------------------------------------------ Phone no. - ------------------------------------------------------------------------------------------------------------------ Fax no. - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON THE DISTURBANCE REPORT AND ON THE CORRECTION OF THE DISTURBANCE - ------------------------------------------------------------------------------------------------------------------ Disturbance number at Telekom - ------------------------------------------------------------------------------------------------------------------ Line identification - ------------------------------------------------------------------------------------------------------------------ Receipt of disturbance report at Telekom Date: Time: - ------------------------------------------------------------------------------------------------------------------ Moment when disturbance was corrected Date: Time: - ------------------------------------------------------------------------------------------------------------------ Disturbance report justified / / yes / / no - ------------------------------------------------------------------------------------------------------------------ Information if disturbance ..................................................................................... report was not justified ..................................................................................... ..................................................................................... ..................................................................................... ..................................................................................... ..................................................................................... ..................................................................................... ..................................................................................... ..................................................................................... ..................................................................................... - ------------------------------------------------------------------------------------------------------------------
- ------------------------------------- Date, signature
- ------------------------------------------------------------------------------------------------------------------ PRELIMINARY ENQUIRY In case this form contains incomplete or wrong information Telekom may refuse the order - ------------------------------------------------------------------------------------------------------------------ INFORMATION ON FIRSTMARK - ------------------------------------------------------------------------------------------------------------------ Name - ------------------------------------------------------------------------------------------------------------------ Client number Date of order - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Contact person Office - ------------------------------------------------------------------------------------------------------------------ Phone no. Fax no. - ------------------------------------------------------------------------------------------------------------------ Internal reference number at FirstMark - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON FINAL CUSTOMER (TERMINATION) - ------------------------------------------------------------------------------------------------------------------ Name, first name - ------------------------------------------------------------------------------------------------------------------ street, number - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ definition of the service(s) to be cancelled by the final customer at Telekom if applicable - ------------------------------------------------------------------------------------------------------------------ optional: detailed description of location of 1st TAE (location of apartment, floor, room, etc.) - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON THE REQUESTED PRODUCT - ------------------------------------------------------------------------------------------------------------------ / / requested product or / / enquiry whether "bunched" or "debunched" implementation is possible - ------------------------------------------------------------------------------------------------------------------ Carry out check of resources at other competitor yes / / no / / code of transmission mode to be used if applicable / / / / / / (only for utilisation with higher bit rate) - ------------------------------------------------------------------------------------------------------------------
Information on he location of the main distributor - ------------------------------------------------------------------------------------------------------------------ Area code Post code Place - ------------------------------------------------------------------------------------------------------------------ Exchange area Street no. - ------------------------------------------------------------------------------------------------------------------ Other - ------------------------------------------------------------------------------------------------------------------ .................................................................................................................. .................................................................................................................. .................................................................................................................. Alternative product if applicable (to be filled in by Telekom) .................................................................................................................. - ------------------------------------------------------------------------------------------------------------------
- ---------------------------------------- Date, signature
- ------------------------------------------------------------------------------------------------------------------ ORDER COPPER DOUBLE WIRE In case this form contains incomplete or wrong information Telekom may refuse the order - ------------------------------------------------------------------------------------------------------------------ INFORMATION ON FIRSTMARK - ------------------------------------------------------------------------------------------------------------------ Name FirstMark - ------------------------------------------------------------------------------------------------------------------ Client number Date of order - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Contact person Office - ------------------------------------------------------------------------------------------------------------------ Phone no. Fax no. - ------------------------------------------------------------------------------------------------------------------ Internal reference number at FirstMark - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON FINAL CUSTOMER (TERMINATION) - ------------------------------------------------------------------------------------------------------------------ Name, first name - ------------------------------------------------------------------------------------------------------------------ street, number - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Phone number to date - ------------------------------------------------------------------------------------------------------------------ optional: detailed description of location of 1st TAE (location of apartment, floor, room, etc.) - ------------------------------------------------------------------------------------------------------------------
ORDERED VERSION OF COPPER DOUBLE WIRE - ------------------------------------------------------------------------------------------------------------------ / / 2-wire / / utilisation with higher bit rate / / 4-wire / / with insertion regenerator (only if available at moment of enquiry) Carry out check of resources at other competitor yes / / no / / code of transmission mode to be used if applicable / / / / / / (only for utilisation with higher bit rate) Desired date of provision - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON THE LOCATION OF THE MAIN DISTRIBUTOR - ------------------------------------------------------------------------------------------------------------------ Area code Post code Place - ------------------------------------------------------------------------------------------------------------------ Exchange area Street no. - ------------------------------------------------------------------------------------------------------------------ INFORMATION ON CONNECTION CONCERNING INTERCHANGE DISTRIBUTOR (7 DIGITS) Distribution cabinet / / / / / / entrance fitting: / / / / double wire: / / / / or KVz no. - ------------------------------------------------------------------------------------------------------------------ OTHER - ------------------------------------------------------------------------------------------------------------------ .................................................................................................................. .................................................................................................................. - ------------------------------------------------------------------------------------------------------------------ Alternative product if applicable (to be filled in by Telekom) .................................................................................................................. - ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------- Date, signature
- ------------------------------------------------------------------------------------------------------------------ CANCELLATION COPPER DOUBLE WIRE In case this form contains incomplete or wrong information Telekom may refuse the order - ------------------------------------------------------------------------------------------------------------------ INFORMATION ON FIRSTMARK - ------------------------------------------------------------------------------------------------------------------ Name FirstMark - ------------------------------------------------------------------------------------------------------------------ Client number Date of order - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Contact person Office - ------------------------------------------------------------------------------------------------------------------ Phone no. Fax no. - ------------------------------------------------------------------------------------------------------------------ Internal reference number at FirstMark - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON FINAL CUSTOMER (TERMINATION) - ------------------------------------------------------------------------------------------------------------------ Name, first name - ------------------------------------------------------------------------------------------------------------------ street, number - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Line identification - ------------------------------------------------------------------------------------------------------------------ Phone number to date - ------------------------------------------------------------------------------------------------------------------ optional: detailed description of location of 1st TAE (location of apartment, floor, room, etc.) - ------------------------------------------------------------------------------------------------------------------
CANCELLED VERSION OF COPPER DOUBLE WIRE - ------------------------------------------------------------------------------------------------------------------ / / 2-wire / / utilisation with higher bit rate / / 4-wire / / with insertion regenerator - ------------------------------------------------------------------------------------------------------------------ Desired date of cancellation
INFORMATION ON THE LOCATION OF THE MAIN DISTRIBUTOR - ------------------------------------------------------------------------------------------------------------------ Area code Post code Place - ------------------------------------------------------------------------------------------------------------------ Exchange area Street no. - ------------------------------------------------------------------------------------------------------------------ Other - ------------------------------------------------------------------------------------------------------------------ .................................................................................................................. .................................................................................................................. .................................................................................................................. .................................................................................................................. - ------------------------------------------------------------------------------------------------------------------
- --------------------------------------------- Date, signature
- ------------------------------------------------------------------------------------------------------------------ CANCELLATION OPTIC-FIBRE In case this form contains incomplete or wrong information Telekom may refuse the order - ------------------------------------------------------------------------------------------------------------------ INFORMATION ON FIRSTMARK - ------------------------------------------------------------------------------------------------------------------ Name FirstMark - ------------------------------------------------------------------------------------------------------------------ Client number Date of order - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Contact person Office - ------------------------------------------------------------------------------------------------------------------ Phone no. Fax no. - ------------------------------------------------------------------------------------------------------------------ Internal reference number at FirstMark - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON FINAL CUSTOMER (TERMINATION) - ------------------------------------------------------------------------------------------------------------------ Name, first name - ------------------------------------------------------------------------------------------------------------------ street, number - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Line identification - ------------------------------------------------------------------------------------------------------------------ Phone number to date - ------------------------------------------------------------------------------------------------------------------ optional: detailed description of location of 1st TAE (location of apartment, floor, room, etc.) - ------------------------------------------------------------------------------------------------------------------
CANCELLED VERSION OPTIC-FIBRE - ------------------------------------------------------------------------------------------------------------------ / / 1 Fibre / / 2 fibres Desired date of cancellation - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON THE LOCATION OF THE MAIN DISTRIBUTOR - ------------------------------------------------------------------------------------------------------------------ Area code Post code Place - ------------------------------------------------------------------------------------------------------------------ Exchange area Street no. - ------------------------------------------------------------------------------------------------------------------
- --------------------------------------------- Date, signature
- ------------------------------------------------------------------------------------------------------------------ ORDER OPTIC-FIBRE In case this form contains incomplete or wrong information Telekom may refuse the order - ------------------------------------------------------------------------------------------------------------------ INFORMATION ON FIRSTMARK - ------------------------------------------------------------------------------------------------------------------ Name FirstMark - ------------------------------------------------------------------------------------------------------------------ Client number Date of order - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Contact person Office - ------------------------------------------------------------------------------------------------------------------ Phone no. Fax no. - ------------------------------------------------------------------------------------------------------------------ Internal reference number at FirstMark - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON FINAL CUSTOMER (TERMINATION) - ------------------------------------------------------------------------------------------------------------------ Name, first name - ------------------------------------------------------------------------------------------------------------------ street, number - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Phone number to date - ------------------------------------------------------------------------------------------------------------------ optional: detailed description of location of 1st TAE (location of apartment, floor, room, etc.) - ------------------------------------------------------------------------------------------------------------------
ORDERED VERSION OF OPTIC-FIBRE - ------------------------------------------------------------------------------------------------------------------ / / 1 fibre / / 2 fibres - ------------------------------------------------------------------------------------------------------------------ Desired date of provision - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON THE LOCATION OF THE MAIN DISTRIBUTOR - ------------------------------------------------------------------------------------------------------------------ Area code Post code Place - ------------------------------------------------------------------------------------------------------------------ Exchange area Street no. - ------------------------------------------------------------------------------------------------------------------ INFORMATION ON CONNECTION CONCERNING INTERCHANGE DISTRIBUTOR (7 DIGITS) Distribution cabinet / / / / / / location of entrance fitting: / / / / Coupling: / / / / or KVz no. insertion panel: - ------------------------------------------------------------------------------------------------------------------ OTHER - ------------------------------------------------------------------------------------------------------------------ ............................................................................... ............................................................................... ............................................................................... ............................................................................... - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ Alternative product if applicable (to be filled in by Telekom) ............................................................................... - ------------------------------------------------------------------------------------------------------------------
- --------------------------------------------- Date, signature
- ------------------------------------------------------------------------------------------------------------------ ORDER CCA (CARRIER CUSTOMER ACCESS) In case this form contains incomplete or wrong information Telekom may refuse the order - ------------------------------------------------------------------------------------------------------------------ INFORMATION ON FIRSTMARK - ------------------------------------------------------------------------------------------------------------------ Name FirstMark - ------------------------------------------------------------------------------------------------------------------ Client number Date of order - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Contact person Office - ------------------------------------------------------------------------------------------------------------------ Phone no. Fax no. - ------------------------------------------------------------------------------------------------------------------ Internal reference number at FirstMark - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON FINAL CUSTOMER (TERMINATION) - ------------------------------------------------------------------------------------------------------------------ Name, first name - ------------------------------------------------------------------------------------------------------------------ street, number - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Phone number to date - ------------------------------------------------------------------------------------------------------------------ optional: detailed description of location of 1st TAE (location of apartment, floor, room, etc.) - ------------------------------------------------------------------------------------------------------------------
ORDERED VERSION - ------------------------------------------------------------------------------------------------------------------ CCA analogue wire / / CCA basic / / CCA primary / / CCA basic with PCM2FA - ------------------------------------------------------------------------------------------------------------------ Desired date of provision - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON THE LOCATION OF THE MAIN DISTRIBUTOR - ------------------------------------------------------------------------------------------------------------------ Area code Post code Place - ------------------------------------------------------------------------------------------------------------------ Exchange area Street no. - ------------------------------------------------------------------------------------------------------------------ INFORMATION ON CONNECTION CONCERNING INTERCHANGE DISTRIBUTOR (7 DIGITS) Distribution cabinet / / / / / / entrance fitting: / / / / double wire: / / / / or KVz no. - ------------------------------------------------------------------------------------------------------------------ OTHER - ------------------------------------------------------------------------------------------------------------------ ............................................................................... ............................................................................... ............................................................................... ............................................................................... - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ Alternative product if applicable (to be filled in by Telekom) ............................................................................... - ------------------------------------------------------------------------------------------------------------------
- ---------------------------------------- Date, signature
- ------------------------------------------------------------------------------------------------------------------ CANCELLATION CCA (CARRIER CUSTOMER ACCESS) In case this form contains incomplete or wrong information Telekom may refuse the order - ------------------------------------------------------------------------------------------------------------------ INFORMATION ON FIRSTMARK - ------------------------------------------------------------------------------------------------------------------ Name FirstMark - ------------------------------------------------------------------------------------------------------------------ Client number Date of order - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Contact person Office - ------------------------------------------------------------------------------------------------------------------ Phone no. Fax no. - ------------------------------------------------------------------------------------------------------------------ Internal reference number at FirstMark - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON FINAL CUSTOMER (TERMINATION) - ------------------------------------------------------------------------------------------------------------------ Name, first name - ------------------------------------------------------------------------------------------------------------------ street, number - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Phone number to date - ------------------------------------------------------------------------------------------------------------------ optional: detailed description of location of 1st TAE (location of apartment, floor, room, etc.) - ------------------------------------------------------------------------------------------------------------------
CANCELLED VERSION - ------------------------------------------------------------------------------------------------------------------ CCA analogue wire / / CCA basic / / CCA primary / / CCA basic with PCM2FA - ------------------------------------------------------------------------------------------------------------------ Desired date of cancellation - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON THE LOCATION OF THE MAIN DISTRIBUTOR - ------------------------------------------------------------------------------------------------------------------ Area code Post code Place - ------------------------------------------------------------------------------------------------------------------ Exchange area Street no. - ------------------------------------------------------------------------------------------------------------------
- ---------------------------------------- Date, signature
- ------------------------------------------------------------------------------------------------------------------ ORDER ISIS/OPAL In case this form contains incomplete or wrong information Telekom may refuse the order - ------------------------------------------------------------------------------------------------------------------ INFORMATION ON FIRSTMARK - ------------------------------------------------------------------------------------------------------------------ Name FirstMark - ------------------------------------------------------------------------------------------------------------------ Client number Date of order - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Contact person Office - ------------------------------------------------------------------------------------------------------------------ Phone no. Fax no. - ------------------------------------------------------------------------------------------------------------------ Internal reference number at FirstMark - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON FINAL CUSTOMER (TERMINATION) - ------------------------------------------------------------------------------------------------------------------ Name, first name - ------------------------------------------------------------------------------------------------------------------ street, number - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Phone number to date - ------------------------------------------------------------------------------------------------------------------ optional: detailed description of location of 1st TAE (location of apartment, floor, room, etc.) - ------------------------------------------------------------------------------------------------------------------
ORDERED VERSION - ------------------------------------------------------------------------------------------------------------------ / / analogue subscriber's line / / ISDN basic subscriber's line Desired date of provision - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON THE LOCATION OF THE MAIN DISTRIBUTOR - ------------------------------------------------------------------------------------------------------------------ Area code Post code Place - ------------------------------------------------------------------------------------------------------------------ Exchange area Street no. - ------------------------------------------------------------------------------------------------------------------ OTHER - ------------------------------------------------------------------------------------------------------------------ .............................................................................. .............................................................................. .............................................................................. .............................................................................. - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ Alternative product if applicable (to be filled in by Telekom) .............................................................................. - ------------------------------------------------------------------------------------------------------------------
- --------------------------------------- Date, signature
- ------------------------------------------------------------------------------------------------------------------ CANCELLATION ISIS/OPAL In case this form contains incomplete or wrong information Telekom may refuse the order - ------------------------------------------------------------------------------------------------------------------ INFORMATION ON FIRSTMARK - ------------------------------------------------------------------------------------------------------------------ Name FirstMark - ------------------------------------------------------------------------------------------------------------------ Client number Date of order - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Contact person Office - ------------------------------------------------------------------------------------------------------------------ Phone no. Fax no. - ------------------------------------------------------------------------------------------------------------------ Internal reference number at FirstMark - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON FINAL CUSTOMER (TERMINATION) - ------------------------------------------------------------------------------------------------------------------ Name, first name - ------------------------------------------------------------------------------------------------------------------ Street, number - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Phone number to date - ------------------------------------------------------------------------------------------------------------------ optional: detailed description of location of 1st TAE (location of apartment, floor, room, etc.) - ------------------------------------------------------------------------------------------------------------------
CANCELLED VERSION - ------------------------------------------------------------------------------------------------------------------ / / analogue subscriber's line / / ISDN basic subscriber's line Line identification - ------------------------------------------------------------------------------------------------------------------ Desired date of cancellation - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON THE LOCATION OF THE MAIN DISTRIBUTOR - ------------------------------------------------------------------------------------------------------------------ Area code Post code Place - ------------------------------------------------------------------------------------------------------------------ Exchange area Street no. - ------------------------------------------------------------------------------------------------------------------
- --------------------------------------- Date, signature
- ------------------------------------------------------------------------------------------------------------------ ORDER COLLOCATION In case this form contains incomplete or wrong information Telekom may refuse the order - ------------------------------------------------------------------------------------------------------------------ INFORMATION ON FIRSTMARK - ------------------------------------------------------------------------------------------------------------------ Name FirstMark - ------------------------------------------------------------------------------------------------------------------ Client number Date of order - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Contact person Office - ------------------------------------------------------------------------------------------------------------------ Phone no. Fax no. - ------------------------------------------------------------------------------------------------------------------ Internal reference number at FirstMark - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON THE LOCATION OF THE MAIN DISTRIBUTOR - ------------------------------------------------------------------------------------------------------------------ Area code Post code Place - ------------------------------------------------------------------------------------------------------------------ Exchange area Street no. - ------------------------------------------------------------------------------------------------------------------
Information on collocation - ------------------------------------------------------------------------------------------------------------------ Demand for collocation area Type of interchange distributor / /2 m 2 / /6 m 2 / /12 m 2 / /18 m 2 / / wall mounted distributor casing 95/4 / / interchange distributor cabinet 98 - ------------------------------------------------------------------------------------------------------------------ desired version in case the "collocation / / KVz 82 / / KVz 83 / / KVz 97 outdoor box" is implemented - ------------------------------------------------------------------------------------------------------------------ Demand for double wires or optic-fibres in the house connection cable per product group (according to list of product groups) for the period of one year product group 1 / / product group 4 / / product group 2 / / product group 5 / / product group 3 / / - ------------------------------------------------------------------------------------------------------------------ desired date of provision - ------------------------------------------------------------------------------------------------------------------ OTHER - ------------------------------------------------------------------------------------------------------------------ ................................................................................................................. ................................................................................................................. - ------------------------------------------------------------------------------------------------------------------ - ----------------------------------------------- Date, signature DATE OF RECEIPT BY ZNV LDC - ------------------------------------------------------------------------------------------------------------------ ................................................................................................................. ................................................................................................................. - ------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- CANCELLATION COLLOCATION In case this form contains incomplete or wrong information Telekom may refuse the order - --------------------------------------------------------------------------------
INFORMATION ON FIRSTMARK - ------------------------------------------------------------------------------------------------------------------ Name FirstMark - ------------------------------------------------------------------------------------------------------------------ Client number Date of order - ------------------------------------------------------------------------------------------------------------------ Post code, place - ------------------------------------------------------------------------------------------------------------------ Contact person Office - ------------------------------------------------------------------------------------------------------------------ Phone no. Fax no. - ------------------------------------------------------------------------------------------------------------------ Internal reference number at FirstMark - ------------------------------------------------------------------------------------------------------------------
INFORMATION ON THE LOCATION OF THE MAIN DISTRIBUTOR - ------------------------------------------------------------------------------------------------------------------ Area code Post code Place - ------------------------------------------------------------------------------------------------------------------ Exchange area Street no. - ------------------------------------------------------------------------------------------------------------------ Date of cancellation - ------------------------------------------------------------------------------------------------------------------ OTHER - ------------------------------------------------------------------------------------------------------------------ ................................................................................................................. ................................................................................................................. ................................................................................................................. ................................................................................................................. - ------------------------------------------------------------------------------------------------------------------
- ---------------------------------------- Date, signature
- ------------------------------------------------------------------------------------------------------------------ ENQUIRY EXCHANGE AREA LIMITATION - ------------------------------------------------------------------------------------------------------------------ Date: / / / / / / / - ------------------------------------------------------------------------------------------------------------------ Sender Recipient - ------------------------------------------------------------------------------------------------------------------ FirstMark Deutsche Telekom AG regional order management - ------------------------------------------------------------------------------------------------------------------ Fax no. Fax no. - ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------ Location Limit of exchange area between - ----------------------------------------------------------------------------------------------------- Post code Place Street house no. exchange area house no. exchange area - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- ADDITIONAL SERVICE UGV 48 V FOR COLLOCATION AREA In case this form contains incomplete or wrong information Telekom may refuse the order - -------------------------------------------------------------------------------
INFORMATION ON FIRSTMARK - -------------------------------------------------------------------------------- Name FirstMark - -------------------------------------------------------------------------------- Client number Date of order - -------------------------------------------------------------------------------- Post code, place - -------------------------------------------------------------------------------- Contact person Office - -------------------------------------------------------------------------------- Phone no. Fax no. - -------------------------------------------------------------------------------- Internal reference number at FirstMark - --------------------------------------------------------------------------------
INFORMATION ON THE LOCATION OF THE MAIN DISTRIBUTOR - -------------------------------------------------------------------------------- Area code Post code Place - -------------------------------------------------------------------------------- Exchange area Street no. - --------------------------------------------------------------------------------
ADDITIONAL SERVICE UGV 48 V - -------------------------------------------------------------------------------- Order / / - -------------------------------------------------------------------------------- Cancellation / / - -------------------------------------------------------------------------------- max. power consumption (in Ampere) - -------------------------------------------------------------------------------- Number of positions for fuses in the switch box - -------------------------------------------------------------------------------- Desired date of provision - -------------------------------------------------------------------------------- OTHER - -------------------------------------------------------------------------------- ............................................................................... ............................................................................... ............................................................................... ............................................................................... - -------------------------------------------------------------------------------- - ---------------------------------- Date, signature CONFIRMATION OF RECEIPT CS221, AWZ - -------------------------------------------------------------------------------- ............................................................................... ............................................................................... ............................................................................... ............................................................................... - --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- ADDITIONAL SERVICE UGV 60 V FOR COLLOCATION AREA In case this form contains incomplete or wrong information Telekom may refuse the order - --------------------------------------------------------------------------------
INFORMATION ON FIRSTMARK - -------------------------------------------------------------------------------- Name FirstMark - -------------------------------------------------------------------------------- Client number Date of order - -------------------------------------------------------------------------------- Post code, place - -------------------------------------------------------------------------------- Contact person Office - -------------------------------------------------------------------------------- Phone no. Fax no. - -------------------------------------------------------------------------------- Internal reference number at FirstMark - --------------------------------------------------------------------------------
INFORMATION ON THE LOCATION OF THE MAIN DISTRIBUTOR - -------------------------------------------------------------------------------- Area code Post code Place - -------------------------------------------------------------------------------- Exchange area Street no. - -------------------------------------------------------------------------------- ADDITIONAL SERVICE UGV 60 V - -------------------------------------------------------------------------------- Order / / - -------------------------------------------------------------------------------- Cancellation / / - -------------------------------------------------------------------------------- max. power consumption (in Ampere) - -------------------------------------------------------------------------------- Number of positions for fuses in the switch box - -------------------------------------------------------------------------------- Desired date of provision - --------------------------------------------------------------------------------
OTHER - -------------------------------------------------------------------------------- ............................................................................... ............................................................................... ............................................................................... ............................................................................... - -------------------------------------------------------------------------------- - -------------------------------------- Date, signature CONFIRMATION OF RECEIPT CS221, AWZ - -------------------------------------------------------------------------------- ............................................................................... ............................................................................... ............................................................................... - --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- ADDITIONAL SERVICE VENTILATION AND AIR-CONDITIONING UNIT (RLT) FOR COLLOCATION AREA In case this form contains incomplete or wrong information Telekom may refuse the order - -------------------------------------------------------------------------------- INFORMATION ON FIRSTMARK - -------------------------------------------------------------------------------- Name FirstMark - -------------------------------------------------------------------------------- Client number Date of order - -------------------------------------------------------------------------------- Post code, place - -------------------------------------------------------------------------------- Contact person Office - -------------------------------------------------------------------------------- Phone no. Fax no. - -------------------------------------------------------------------------------- Internal reference number at FirstMark - --------------------------------------------------------------------------------
INFORMATION ON THE LOCATION OF THE MAIN DISTRIBUTOR - -------------------------------------------------------------------------------- Area code Post code Place - -------------------------------------------------------------------------------- Exchange area Street no.
ADDITIONAL SERVICE VENTILATION AND AIR-CONDITIONING UNITS (RLT) - -------------------------------------------------------------------------------- Order / / - -------------------------------------------------------------------------------- Cancellation / / - -------------------------------------------------------------------------------- max. cooling power (in kW) - -------------------------------------------------------------------------------- Desired date of provision - --------------------------------------------------------------------------------
OTHER - -------------------------------------------------------------------------------- .............................................................................. .............................................................................. .............................................................................. .............................................................................. - -------------------------------------------------------------------------------- - ------------------------------------------ Date, signature CONFIRMATION OF RECEIPT CS221, AWZ - -------------------------------------------------------------------------------- .............................................................................. .............................................................................. .............................................................................. - -------------------------------------------------------------------------------- ANNEX 1 TECHNICAL GUIDELINE 1 TR 216
August 1992 -------------------------------------------------------------------------------------------------------------------------- DEUTSCHE Euro-ISDN FTZ BUNDESPOST TELEKOM Supplementary national specifications 1 TR 216 Central telecommunications Supply concept for the basic office (FTZ) connection and the primary multiplex connection Department G 31 --------------------------------------------------------------------------------------------------------------------------
PRELIMINARY REMARKS This guideline contains the supply concept for the basic connection and primary multiplex connection in the ISDN which are supplementary to the specifications of guidelines 1 TR 236 and 1 TR 237. In this guideline, the term NT1 is used for the network termination and the term TE is used for the terminal equipment (terminal device, telecommunications system etc.). TABLE OF CONTENTS 1 SUPPLY CONCEPT FOR THE BASIC CONNECTION 1.1 Principles 1.2 Supply powers 1.3 Supply voltages 1.4 Emergency-supply procedure 1.5 Current / time conditions of the Uko interface 2 SUPPLY CONCEPT FOR THE PRIMARY MULTIPLEX CONNECTION (PMXC) 2.1 Principles 2.2 Safety measures and earthing 2.3 Repercussions of the NT1 on the supply interface 2 enclosures Replacement for 1 TR 211, issue April 1991 and 1 TR 216, issue March 1992. - 2 - 1 SUPPLY CONCEPT FOR THE BASIC CONNECTION This section supplements the specifications of the guideline 1 TR 236 which is based on the ETS 300 012. 1.1 PRINCIPLES a) Operating states EMERGENCY OPERATION In emergency operation, the basic function of at least one telephone on the S bus, the NT1 and an intermediate regenerator (IR) which may be present must be fed from the exchange location. Telephones can also be multiple-service terminal devices with a telephone function. The basic functions for the telephone are: Establishment and breaking of connection, call signalling, speech and listening function. NORMAL OPERATION In normal operation, the NT1 and an IR which may be present must be fed from the exchange location. The S bus is fed from a power supply unit (housed in the NT1) and supplies the telephones which are connected (including multiple-service end devices with telephone part) max. 4 TE. b) SUPPLYING THE EXCHANGE LOCATION In the exchange location, a voltage supply with current limiting is required at the Uko interface. For further details, see item 1.3. c) SUPPLY RANGE The supply range is max. 1400 ohms. This is the loop resistance of the line connecting from the LT to the NT1. d) POWER-DOWN STATE Power-down for the inactive state is required for the terminals which are supplied remotely from the exchange location, the NT1, the IR and for the directly supplied LTs in the exchange location. e) GALVANIC SEPARATION The converter in the NT1 must be designed with Galvanic separation between the Uko and S interfaces. For the separation between the 230V connection and the interface So, ETS 300 047-4 applies. Between the 230V connection and the interface UKo, EN 60 950 applies in combination with the technical delivery conditions for the NT1. - 3 - f) SWAPPING a/b At the Uko interface, a swap between a/b must be anticipated. g) IR The IR taps its power supply from between the a/b lines. The DC loop resistance up to the location of deployment of the IR is not to exceed 1000 ohms. 1.2 STATIC SUPPLY POWERS
------------------------------------------------------------------------------------------------------------------- Normal operation Emergency operation ------------------------------------------------------------------------------------------------------------------- Idle Operation / 4) Idle Operation 4) TE local operation TE local operation ------------------------------------------------------------------------------------------------------------------- ET1 Power to be supplied to So 5) 5) (greater than (greater than or (greater than (greater than or or equal to) equal to) 4.5 W or equal to) equal to) 410 mW 4.5 W 45 mW Power to be consumed at Uko 3) 3) 3) 6) 1) 2) 3) IR (less than or (less than or (less than or (less than) 800 mW equal to) equal to) 350 mW equal to) 50 mW 120 mW (less than or (less than or (less than or (less than or equal equal to) equal to) 750 mW equal to) to) mW 75 mW 75 mW -------------------------------------------------------------------------------------------------------------------
1) Applies for 410 mW power supplied to So 2) The value is permitted to rise to 950 mW in the case of short circuit on the S0 interface. See also note 3). 3) See enclosure 1 4) Definitions of the operation modes and of the functions are to be specified in the technical guideline for the TE. In the case of local operation, power from So is drawn by the telephone without the interface being in the active state (info 0 at the interface). 5) The power consumption at the mains connection is permitted to be 15 VA at 220 V nominal voltage (static value). 6) Applies at 45 mW power supply to So. The static powers listed above must be adhered to within the voltage tolerances and for permissible drop resistors. The measurement circuits contained in the diagrams indicate the measurement principle. The details of the measurement circuits (including their connection to Uko) are described in a special guideline for measurements on Uko. In the case of measurements with currents in the current-limiting region, the NT1 may consume the permissible powers at Uko for the case of a short circuit at So. - 4 - 1.3 SUPPLY VOLTAGES The digital exchange for local service (ISDN) is supplied (50 V to 70 V) by the unregulated supply voltage of the exchange location's power supply in accordance with FTZ guideline 19 Pfl 1 (in future 19 TR 3). This also applies for the concentrators constructed in an exchange location. The supply voltage for the basic connection is fed via the LT into the connection line. The supply voltage planned for loop resistances of up to 600 ohms is the unregulated supply voltage of the power supply in the exchange location (50 to 70 V) in accordance with FTZ 19 Pfl 1 (in future FTZ 19 TR 3). Note: In the case of a supply voltage of 50 V and higher power consumption of the NT1, as permitted for the initial deliveries and in the case of a short circuit at S0, the emergency operation for loop resistors exceeding 550 ohms is no longer guaranteed without restriction. The minimum voltage in the exchange location must thus be greater than 53 V. For a higher loop resistance and a possible additional IR, an increased regulated supply voltage of 97 +/- 2 V must be used. On the output of the LT (U interface), the operating voltage is permitted to be as much as 3 V lower. The LT must be able to supply an output current of at least 45 mA. Short circuits and overload at the Uko interface must not cause any destruction. A static shutdown threshold of 50 mA+ /- 5 mA is to be planned in the LT for the supply current (for dynamics, see 1.5.4). After switching off, the supply voltage must be switched on again at most 32 seconds later. 1.4 EMERGENCY SUPPLY PROCEDURE To indicate the emergency-operation state, the polarity of the supply voltage at the So interface is reversed. The NT1 can switch into emergency operating state if the voltage on the 230 V connection has dropped to less than 85% of the nominal value. If the voltage on the 230 V connection is greater than or equal to 85% of the nominal value, then the NT1 must ensure normal operation. The emergency-supply procedure allows ONE telephone which is set up as an emergency terminal to handle incoming and outgoing telephone traffic. In this state, all additional telephones plugged into the So interface are non-operable and may only take the supply power specified in 1 TR 236 from the interface. Terminals on the So interface which get supplied by the 230 V mains can be operated without restriction (i.e. even carry telecommunications). - 5 - If in future the power value for the telephone entitled to an emergency supply in emergency operation is below 380 mW, then the emergency-supply procedure allows parallel operation e.g. with an "alarm terminal". However, the sum of the powers for both terminals must not exceed the value of 380 mW. 1.5 CURRENT / TIME CONDITIONS OF THE UKO INTERFACE To ensure the functioning and the participation of NT1, IR and the LT in the exchange location, the requirements shown in Figures 1.5-1 to 1.5-4 must be fulfilled. In order that the planned test procedure for the testing of the connection lines does not conflict with the switch-on conditions for the NT1, the NT1 must not switch on until the voltage on its input exceeds 18 V. The current through the NT1 is to be lower than 200 uA at a voltage of 18 V. Note: The current must fall below this value if the supply voltage is present on the NT1 for longer than 2 minutes. 2 SUPPLY CONCEPT FOR THE PRIMARY MULTIPLEX CONNECTION (PMXC) This section complements the specifications of the guideline 1 TR 237 which are based on the ETS 300 011. 2.1 PRINCIPLES A) INDEPENDENCE OF THE TRANSMISSION MEDIUM ON THE CONNECTION LINE The supply concept of the NT-PMXC is independent of the transmission medium (symmetric copper double accumulators, glass fibres). B) SUPPLY OF THE NT1 The NT1 is supplied locally via a supply interface. The supply voltage on the NT1 can be between 20 V and 57 V. C) SUPPLY OF THE ZWRS The ZWRs for the copper transmission system are supplied with the remote-supply facility for line upgrades 2 F from the power supply for the local exchange. D) SUPPLY OF THE LINE TERMINATION The line termination is supplied by the power supply of the local exchange. E) EMERGENCY SUPPLY A special emergency supply of the NT1 is not planned. Effects on the operating behaviour of the NT1 where the supply voltage falls below its minimum are described in the guideline 1 TR 217 and in the technical delivery conditions for the NT1. - 6 - 2.2 SAFETY MEASURES AND EARTHING In the supply equipment (e.g. telecommunications system or special supply device), all power-supply interfaces are to be individually protected against short circuits in the NT1 / on the interface line. In the case of a supply voltage of 57 V, the switch-on current of the NT1 must not exceed the limiting curve shown in Figure 2.2-1. This must be tolerated by the supply source. The NT1 must not be destroyed if the lines on the power-supply interface are switched. The supply interface of the supply equipment must be designed with safe electronic separation from the 230 V mains in accordance with EN 60 950 so that the supply of the NT1 is effected with low voltage. In addition, ETS 300 046 also applies in principle. The plus pole of the supply source must be connected with signal ground. The NT1 and the sheathings of the connection cables on the interfaces S2M and UK2 as well as the sheathing of the local connection cable must be included in the potential equalisation of the terminal equipment. The FBO 16 provides for those cases in which the sheathing of the local connection cable is to be included in the potential equalisation of the building. The protective ground wire of the power supply of the terminal equipment may be used as a "functional earth" and must be included in the potential equalisation (see also ETS 300 046 regarding the dimensioning of the protective ground wire). Inversely, the "earth" of the local connection cable must not be used as a protective earth. 2.3 REPERCUSSIONS OF THE NT1 ON THE SUPPLY INTERFACE IN THE LF RANGE The repercussions on the supply interface must not exceed the values of Enclosure 3 of the 19 Pfl 1 (IN FUTURE curve 2 shown in Figure 2 of the FTZ guideline 19 TR 3). Attachment 1 to 1 TR 216 This attachment provides clarification and background information on the 1 TR 216 which are of an either temporary nature or fundamental kind. 1 STATIC SUPPLY POWERS OF NT1 AND IR On account of the higher than planned power consumption of the integrated circuits employed, the following power-consumption values which deviate from 1 TR 216 are allowed temporarily. These values are only partially taken into consideration in the supply concept and can lead to faulty behaviour if several worst-case conditions occur simultaneously. This applies especially to full utilisation of the maximum supply range of 1400 ohms.
---------------------------------------------------------------------------------------------- Normal operation Emergency operation ---------------------------------------------------------------------------------------------- Idle Operating Idle Operating NT1 less than or less than or less than or less than or equal to equal to equal to equal to mW 450 mW 180 mW 950 mW ----------------------------------------------------------------------------------------------
In the case of a short circuit at S0, the power consumption of the NT1 is permitted to be up to 1050 mW. 2 SWITCHING TO EMERGENCY OPERATION FOR THE EXTENDED PASSIVE BUS For this configuration, the operating voltage (normal operation) is permitted to be below 32 V (up to 24 V), which depends on the number of TEs connected. If in this state a switchover takes place to emergency operation, then a reliable further operation of an existing connection is not always possible because the NT1 cannot make available the necessary power for the charging the TE input capacitor (to greater than or equal to 34 V) AND the necessary operating power. The actual behaviour is dependent on several independent factors which do not enable worst-case planning for the supply concept. For this reason, the potential faulty behaviour is tolerated. EMERGENCY OPERATION U = 50 V WITH CURRENT LIMITED TO 45 mA 1. THE TESTS MUST BE PERFORMED WITH AN ALARM SIGNAL AT UKO AND THE SUPPLY VOLTAGE BEING SWITCHED ON SIMULTANEOUSLY OR IMMEDIATELY AFTER. 2. AFTER 1.5 SECONDS, THE CURRENT MUST BE LOWER THAN 45 mA. FIGURE 1.5-1 TEST WITH LOW SUPPLY VOLTAGE IR EMULATION NT EMERGENCY OPERATION U = 92 WITH CURRENT LIMITED TO 45 mA IF A VOLTAGE VALUE OF 28 V IS REACHED ON THE Uko INPUT OF THE NT, THE VOLTAGE MUST NOT SUBSEQUENTLY FALL BELOW THIS VALUE. FIGURE 1.5-2 TEST WITH INCREASED SUPPLY VOLTAGE AND IR EMULATION NT EMULATION U = 92 V WITH CURRENT LIMITED TO 45 mA REQUIREMENTS: 1. THE TESTS MUST BE PERFORMED WITH AN ALARM SIGNAL AT Uko AND SIMULTANEOUS OR SUBSEQUENT SWITCHING ON OF THE SUPPLY VOLTAGE. 2. AFTER 1.5 SECONDS, THE CURRENT MUST BE LOWER THAN 0.45 mA. 3. IF THE VOLTAGE ON THE Uko INPUT OF THE IR HAS REACHED 50 V, IT MUST NOT SUBSEQUENTLY FALL BELOW THIS VALUE. 4. THE STATIC POWER CONSUMPTION AT Uko FOR VOLTAGES less than 45 V MUST NOT EXCEED 1 mA. FIGURE 1.5-3 TEST IR WITH NT EMULATION REQUIREMENTS: 1. SUPPLY CIRCUITS WITH FIXED CURRENT LIMITING TO BETWEEN 45 AND 55 mA MUST SUPPLY A CURRENT GREATER THAN OR EQUAL TO 45 mA FOR AT LEAST 1.5 SECONDS (MEASUREMENT WITH SHORT CIRCUIT AT Uko) BEFORE SWITCHING OFF THE SUPPLY VOLTAGE. OR 2. SUPPLY CIRCUITS WITHOUT CURRENT LIMITING OR WITH CURRENT LIMITING TO GREATER THAN 55 mA MUST NOT SWITCH OFF THE SUPPLY VOLTAGE WHEN THE TEST CIRCUIT IS SWITCHED ON. FIGURE 1.5-4 REQUIREMENTS PLACED ON THE SUPPLY CIRCUIT IN THE EXCHANGE LOCATION AND SIMILAR FACILITIES LIMITING VALUES FOR SWITCH-ON CURRENTS IN DC AND AC DISTRIBUTION NETWORKS It = SWITCH-ON CURRENT (INSTANTANEOUS VALUES) Im = MAXIMUM STEADY INPUT CURRENT (FOR AC: RMS) THE MAXIMUM INPUT CURRENT, WITH RESPECT TO THE NOMINAL VOLTAGE REGION OF THE SOURCE, MUST BE USED. DEPENDING ON THE DEVICE TYPE, THIS INPUT CURRENT CAN FLOW AT MINIMUM OR MAXIMUM INPUT VOLTAGE. In = FUSE NOMINAL VALUE => 2 X Im CURRENT SENSOR 1) SOURCE SWITCH NOMINAL LOAD TEST CAPACITOR BATTERY (C1 ONLY FOR DC) STORAGE OSCILLOSCOPE 1) IF THE CURRENT SENSOR IS A RESISTOR, THE VALUE OF THE RESISTOR R MUST BE REDUCED BY THE RESISTANCE OF THE CURRENT SENSOR. THE SAME APPLIES FOR THE INTERNAL RESISTANCE OF THE SOURCE. 2) FUSE EMULATIONS
----------------------------------------------------------------------------------------------------------------- (A) In less than 0.3 0.3 less than In 0.6 less than In less than 1.5 less than or In less than 1.5 equal to 0.6 ----------------------------------------------------------------------------------------------------------------- R (ohms) 7 3 1.0 0.3 ----------------------------------------------------------------------------------------------------------------- L (pH) 200 100 50 20 -----------------------------------------------------------------------------------------------------------------
FIGURE 2.2-1 LIMITING VALUES FOR SWITCH-ON CURRENT SURGES IN 48 V AND 60 V DC DISTRIBUTION NETWORKS. ANNEX 2 TECHNICAL GUIDELINE 1 TR 220
August 1991 --------------------------------------------------------------------------------------------------------------------- Deutsche Bundespost Technical Guideline FTZ TELEKOM Central telecommunications Specification of the ISDN interface office (FTZ) Uko Layer 1 1 TR 220 Department N 13 ---------------------------------------------------------------------------------------------------------------------
Preliminary remarks This guideline contains the specification for the interface Uko between exchange location and network termination in the ISDN.
Table of Contents: 1 General 2 Line signal 2.1 Physical properties 2.2 Logical features 3 Procedures on activation and deactivation 3.1 Alarm procedure 3.1.1 The alarm and acknowledgement signal 3.1.2 Procedure on the side giving the alarm 3.1.3 Procedure on the side activated by the alarm 3.1.4 The alarm procedure as a function of time 3.1.5 Requirements placed on the receiver of the alarm signal 3.2 The course of the procedures 4 Remote supply 5 Electrical effects 5.1 Permissible surge voltage at Uko in the exchange (LT) 5.2 Permissible surge voltage at Uko at the location of the subscriber (NT) or intermediate regenerator (IR) 5.3 Static electricity on Uko 5.4 Effects of high voltage and effects of electric railways 5.5 Mains contact 6 Specifications on the transmission line 6.1 Cable parameters 6.2 Crosstalk properties 6.3 Unsymmetrical attenuation 6.4 Interference-suppression covering
Replacement for issue 03 / 87 Continued on pages: 2 - 10 Enclosures: 1 - 16 FTZ 1 TR 220 Page 2 August 1991 - ------------------------------------------------------------------------------- 1 GENERAL The following specifications apply for transmission systems deployed on copper wires of subscriber connection cables and which enable the basic connection to the ISDN with a net bit rate of 144 kbit/s. The transmission system must transmit the functions specified in Figure 1. The transmission procedure is a two-wire transmission procedure with directional separation by means of echo compensation. 2 LINE SIGNAL 2.1 PHYSICAL PROPERTIES - - Step speed: 120 kbaud +/- 1 ppm This specification applies for synchronous operation with clock supply from the digital exchange. - - Permissible sinusoidal input jitter on the NT and on the exchange end of the IR: See Figure 2 - - Intrinsic jitter The jitter measured with a high-pass filter of limiting frequency 30 Hz must not exceed 0.02 UIss. The output jitter measured without a high-pass filter must not exceed 0.1 UIss. - - Jitter transmission function Where possible, the jitter on the receiver input of the LT should remain at the same value transmitted by the transmitter output of the LT. For this reason, in the frequency range between 3 Hz and 30 Hz, the jitter transmission function of the NT and of the IR must not exceed the limit values of +/- 1 dB. - - Transmission amplitude, measured on 150 ohms: Peak value of a single pulse 2 V +/- 10 % Maximum amplitude of the encoded transmission signal 4 V - - Instability of the transmission amplitude, a maximum of 1 % within 1 minute. - - Pulse shape on the transmitter output on termination with 150 ohms: - - The spectral requirements shown in Figure 3 and the pulse shape shown in Figure 4 must be fulfilled. For the measurement of the pulse shape, the facility of transmitting single pulses at a spacing of 1 ms must be available for all devices. - - Reception amplitude range: +/- 4 V to +/- 15 mV (measured without an own transmission signal) FTZ 1 TR 220 Page 3 August 1991 - ------------------------------------------------------------------------------- - - Internal resistance on the a/b terminals: 150 ohms Reflective attenuation against 150 ohms real: The limit values must not fall below the values shown in the limit-value curve in Figure 5. - - Unsymmetrical attenuation In the frequency range 5 kHz to 1 MHz, the unsymmetrical attenuation of the devices at the Uko interface must not fall below the limit values of the limit-value curve shown in Figure 5. - - Transmission range and receiver properties The transmission range of systems on the Uko interface is to fulfil the following conditions on cables commensurate with Section 6 and having an interference-suppression covering in accordance with Figure 18 and a bit-error rate of less than or equal to 10-7: equal to or greater than 4.2 km for cables with 0.4 mm wire diameter and equal to or greater than 8.0 km for cables with 0.6 mm wire diameter. Without interference-suppression covering, the following ranges are to be aimed at under otherwise equivalent conditions: equal to or greater than 5 km for cables with 0.4 mm wire diameter and equal to or greater than 10 km for cables with 0.6 mm wire diameter. With an interference-suppression covering of 25 uV / Hz, a deactivation of the Uko interface in accordance with the guideline FTZ 1 TR 210 must be possible. 2.2 LOGICAL FEATURES 2.2.1 FRAME STRUCTURE Frame structure: See Figure 7 Frame duration: 120 ternary steps (= 1 ms) Contents of one frame: - - 122 bits of scrambled and encoded B+B+D data: 108 steps (Ti) - - non-scrambled ternary synchronising word: 11 steps (SW1, SW2) - - non-scrambled ternary service data: 1 step (M1, M2) FTZ 1 TR 220 Page 4 August 1991 - ------------------------------------------------------------------------------- B+B+D data: The 108 ternary symbols of the B+B+D data are divided into four equivalently-structured groups. Each of the groups of 27 ternary symbols corresponds to one block with 36 binary bits (see Figure 8). The composition of this block is Data: B1 + B2 + D + B1 + B2 + D Number of bits: 8 + 8 + 2 + 8 + 8 + 2 Synchronising word (SW) (see Figure 7): From the exchange location to the subscriber: SW1 + + + - - - + - - + - Position in the frame: 110 111 112 113 114 115 116 117 118 119 120 From the subscriber to the exchange location: SW2 - + - - + - - - + + + Position in the frame: 50 51 52 53 54 55 56 57 58 59 60 At the U interface on the subscriber's end of the connection line (NT1 and exchange-location side of the IR), SW1 and SW2 are 60 steps out of phase with one another (see Figure 9). The synchronising word has the purpose of obtaining the frame clock. If the position of the SW in the reception signal does not correspond 60 - 200 times in a row with the current frame, a resynchronisation is initiated. Service data (1 kbaud): From the exchange location to the subscriber (from the LT to the NT): Position in the frame: 85 From the subscriber to the exchange location (from the NT to the LT): Position in the frame: 25 The service data are employed for switching test loops and for reporting transmission errors. FTZ 1 TR 220 Page 5 August 1991 - -------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------- Meaning Encoding Transmission direction - ------------------------------------------------------------------------------------------------------- Idle state 0 all Loop 2 in the NT "Permanent +" 1) From the LT to the NT Loop 4 in the IR "Permanent + 0 change" 1) From the LT to the IR Frame error 2) "+" to the LT or IR Transparent data all logical "0" "-" 3) Transparent data all logical "1" "0" or "+" (idle state) - -------------------------------------------------------------------------------------------------------
1) The loop is to be switched when the encoding is recognised for a duration of 8 steps. It is opened if 8 successive 0 polarity values are recognised or on deactivation. 2) A single code infringement or multiple code infringements by exceeding RDS or an impermissibly long sequence of 0 polarity within one frame causes the initiation of frame-error recognition (see Figure 10). 3) For transmission of negative polarity, a requested transmission of positive polarity is suppressed. The use of the transparent channel will be specified uniformly at a later date. 2.2.2 ENCODING In each case, 4 bits of the binary data stream are combined into 3 steps of the ternary line signal (4B3T encoding). The encoding is performed in accordance with the rules of the MMS43 code which contains 4 alphabets. The leftmost bit in the table is the first arriving bit of the binary data stream. Accordingly, the leftmost symbol of the ternary signal is the first to be transmitted onto the line. Depending on the sum over the three elements of a ternary code word, the ternary word of a certain alphabet is to be used for the next 4 bits of the binary data stream. The table specifies the next alphabet to be used after every ternary code word. The running digital sum (RDS) is calculated in the decoder and serves the purpose of error detection. FTZ 1 TR 220 Page 6 August 1991 - -------------------------------------------------------------------------------
S1 S2 S3 S4 t > t > 0001 0-+ 1 0-+ 2 0-+ 3 0-+ 4 0111 -0+ 1 -0+ 2 -0+ 3 -0+ 4 0100 -+0 1 -+0 2 -+0 3 -+0 4 0010 +-0 1 +-0 2 +-0 3 +-0 4 1011 +0- 1 +0- 2 +0- 3 +0- 4 1110 0+- 1 0+- 2 0+- 3 0+- 4 - ----------------------------------------------------------------------------- 1001 +-+ 2 +-+ 3 +-+ 4 --- 1 0011 00+ 2 00+ 3 00+ 4 --0 2 1101 0+0 2 0+0 3 0+0 4 -0- 2 1000 +00 2 +00 3 +00 4 0-- 2 0110 -++ 2 -++ 3 -++ 2 --+ 3 1010 ++- 2 ++- 3 +-- 2 +-- 3 1111 ++0 3 00- 1 00- 2 00- 3 0000 +0+ 3 0-0 1 0-0 2 0-0 3 0101 0++ 3 -00 1 -00 2 -00 3 1100 +++ 4 -+- 1 -+- 2 -+- 3
A received 3T block 000 is decoded into the 4B block 0000. Table 1: MMS43 code SCRAMBLER The binary data stream is scrambled with a polynomial of 23 bits in length. The polynomial of the scrambler is as follows: x-23 + x-18 + 1 in the NT and on the exchange-location side of the IR x-23 + x-5 + 1 in the LT, in the BAMX and on the NT side of the IR Figure 11 shows an example for the technical realisation of the scrambler. DESCRAMBLER On the receiving end, the binary data stream derived from the ternary signal is multiplied by a polynomial so as to recover the original data. FTZ 1 TR 220 Page 7 August 1991 - ------------------------------------------------------------------------------- The polynomial is as follows: x-23 + x-18 + 1 in the LT, in the BAMX and on the NT side of the IR and x-23 + x-5 + 1 in the NT and on the exchange-location side of the IR. Apart from that, in the LT at loop 1, in the BAMX at loop 5 and in the IR at loop 4. Figure 12 shows an example of the technical realisation of the descrambler. 3 PROCEDURES ON ACTIVATION AND DEACTIVATION 3.1 ALARM PROCEDURE (See also guideline FTZ 1 TR 210 activation / deactivation) 3.1.1 THE ALARM AND ACKNOWLEDGEMENT SIGNAL The alarm procedure causes the idle device parts to switch on and the start procedure to begin. Following recognition, a transmitted alarm signal is acknowledged by the remote / distant line interface using the same signal shape. This alarm and acknowledgement signal (INFO U1W, INFO U2W) consists of the (ternary) pulse sequence transmitted 16 directly successive times. + + + + + + + + - - - - - - - - The alarm signal has a basic frequency of 7.5 kHz +/- 100 ppm and a duration of 256 step intervals = 2.133 ... ms. The shape and amplitude of the individual pulses are in keeping with Section 2.1. 3.1.2 PROCEDURE ON THE SIDE GIVING THE ALARM After transmission of the alarm signal, the side giving the alarm waits for the acknowledgement signal; the alarm signal is repeated after the time TU13 or TU14 if the acknowledgement has not been recognised beforehand. The repetition is different for LT and NT (see Table 2). If the alarm signal interpreted as an acknowledgement signal is recognised, then a possible repetition of this signal is waited for immediately thereafter (this occurs if two alarm signals concur). The start procedure begins after a delay of TU7 or TU1O following recognition of the acknowledgement if such a repetition is not recognised beforehand (see Figure 3 and Table 2). FTZ 1 TR 220 Page 8 August 1991 - ------------------------------------------------------------------------------- However, if such a repetition is recognised, this signal is interpreted as "alarm" and all reactions to this signal now take place in accordance with Section 2.1.3 (i.e. the side giving the alarm passes to the state "activated by alarm"). 3.1.3 PROCEDURE ON THE SIDE ACTIVATED BY THE ALARM After recognition of an alarm signal, the acknowledgement alarm signal is transmitted. Then, a possible repetition of the alarm signal is waited for (this occurs in the case of interference to the acknowledgement reception). The start procedure begins after a delay of TU7 or TU1O following recognition of the alarm signal if such a repetition is not recognised beforehand. However, if such a repetition is recognised, all procedures on the side activated by the alarm are repeated. 3.1.4 THE ALARM PROCEDURE AS A FUNCTION OF TIME
LT NT Duration of the alarm signal INFO U1W and INFO U2W 2.133 ms 2.133 ms Repetition period of the alarm signal TU13 = 12.0 ms TU13 = 6.0 ms Initial delay TU7 = 7.0 ms TU7 = 13.0 ms
Table 2: Times for the alarm procedure 3.1.5 REQUIREMENTS PLACED ON THE RECEIVER OF THE ALARM SIGNAL An alarm or acknowledgement signal must be recognised if 14 input-signal edges of the same direction are recognised as shown in Figure 14 in uninterrupted succession and edges occur after the required period duration for a time of 0.38 ms ... 0.55 ms. 3.2 THE COURSE OF THE PROCEDURES See guideline FTZ 1 TR 210, activation / deactivation. 4 REMOTE SUPPLY See guideline FTZ 1 TR 211, supply concept for the basic connection. The load fluctuations occurring during activation must not interfere with the activation procedure. FTZ 1 TR 220 Page 9 August 1991 - ------------------------------------------------------------------------------- 5 ELECTRICAL EFFECTS 5.1 PERMISSIBLE SURGE VOLTAGE AT Uko IN THE EXCHANGE (LT) A transverse voltage between the a-wire and the b-wire of up to 0.8 kV, normal wave 1.2 / 50 us with internal resistance 38 ohms (see Figure 15) must not cause the destruction of components. A longitudinal voltage of the a-wire and b-wire with respect to ground of up to 1.5 kV, normal wave 10 / 700 us with internal resistance 40 ohms must not cause the destruction of components. 5.2 PERMISSIBLE SURGE VOLTAGE AT Uko ON THE SUBSCRIBER SIDE (NT) OR AT THE INTERMEDIATE REGENERATOR (IR) A transverse voltage between the a-wire and the b-wire of up to 0.8 kV, normal wave 1.2 / 50 us with internal resistance 38 ohms (see Figure 15) must not cause the destruction of components. A longitudinal voltage of the a-wire and b-wire with respect to ground of up to 2 kV, normal wave 10 / 700 us with internal resistance 40 ohms must not cause the destruction of components. 5.3 STATIC ELECTRICITY ON Uko Discharges of static electricity on the a-wire or b-wire of the subscriber connection line to ground of up to 12 kV must not cause the destruction of components. Evidence of this must be given using the measurement procedure specified in the guideline FTZ 12 TR 1, Part 30. 5.4 EFFECTS OF HIGH VOLTAGE AND EFFECTS OF ELECTRIC RAILWAYS Longitudinal voltages of up to 65 Veff, 16 2/3 Hz or 50 Hz, must not interfere with the information transmission. The longitudinal currents which occur in this case are less than 3 A. For an additional longitudinal voltage of up to 25 Veff, 16 2/3 Hz or 50 Hz, a short to ground on the subscriber side must not cause damage of components. Brief longitudinal voltages of less than 0.2 s duration and of values up to 300 Veff, 16 2/3 Hz or 50 Hz, must not cause damage to components or cause significant interference with operation, e.g. the breaking of the connection. (See DIN VDE 0228 Part 1) FTZ 1 TR 220 Page 10 August 1991 - ------------------------------------------------------------------------------- 5.5 MAINS CONTACT The contact of a wire with the mains (230 Veff, 50 Hz) must not give rise to the danger of fire. 6 SPECIFICATIONS ON THE TRANSMISSION LINE The following specifications are made as unfavourable values. 6.1 CABLE PARAMETERS The following parameters are specified in the definition of the Uko.
Line diameter Cable lay Line insulation Type of R' ohms/km C' nF/km at mm circuit 800 Hz StIII type lg. Paper Physical 267.9 33.9 0.4 StIII type Bd. " " 267.9 39.0 StIII Full polyethylene " 267.9 43.9 StIII type gef. " " 267.9 45.5 StIII type lg. Paper " 119.4 36.9 0.6 StIII type Bd. " " 119.4 38.1 StIII Cell polyethylene " 119.4 37.5 StIII type gef. Full polyethylene " 119.4 47.5 StIII Paper " 67.2 37.2 0.8 StIII Cell polyethylene " 67.2 37.8 DM Paper " 67.2 35.8
G' = 0 L' = 0.7 mH / km TABLE 3: CABLE PARAMETERS 6.2 CROSSTALK PROPERTIES See Figure 16. 6.3 UNSYMMETRICAL ATTENUATION See Figure 17. 6.4 INTERFERENCE-SUPPRESSION COVERING See Figure 18. ENCLOSURE 1 NT1 LT B1 CHANNEL *) B2 CHANNEL *) D CHANNEL *) BIT CLOCK **) WORD CLOCK **) SUPPLY ACTIVATION DEACTIVATION LOOP CONTROL CODE-ERROR ACKNOWLEDGEMENT *) INDEPENDENT OF BIT ORDER **) THE SYNCHRONOUS NETWORK CLOCK FROM THE LT TO THE NT MUST BE LOOPED AT THE SUBSCRIBER SIDE FOR THE TRANSMISSION DIRECTION NT ---> LT. FIGURE 1: FUNCTION OF THE TRANSMISSION SYSTEM BETWEEN LT AND NT ENCLOSURE 2 JITTER AMPLITUDE (PP) 20 dB / DECADE JITTER FREQUENCY FIGURE 2: PERMISSIBLE SINUSOIDAL INPUT JITTER ENCLOSURE 3 TRANSMISSION SPECTRUM AT THE U INTERFACE MEASUREMENT BANDWIDTH: 9 KHZ 5 dB / DECADE FIGURE 3: MAXIMUM SPECTRUM OF THE TRANSMISSION SIGNAL AT THE U INTERFACE ENCLOSURE 4 FIGURE 4: PULSE SHAPE FOR A SINGLE PULSE ENCLOSURE 5 FIGURE 5: REFLECTIVE ATTENUATION AT THE A/B TERMINALS ENCLOSURE 6 5 dB / DECADE FIGURE 6: UNSYMMETRICAL ATTENUATION AT THE a/b TERMINALS ENCLOSURE 7 FIGURE 7: FRAME STRUCTURE T1 ... T8: B + B + D DATA (TERNARY) M1. M2: SERVICE DATA (TERNARY) +,-: SYNCHRONISING WORD ENCLOSURE 8 FIGURE 8: POSITION OF THE ENCODED B + B + D DATA IN A TERNARY GROUP OF 27 ENCLOSURE 9 LT TRANSMITTING NT RECEIVING NT TRANSMITTING LT RECEIVING FIGURE 9: PHASE DIFFERENCE BETWEEN THE SYNCHRONISING WORDS SW1 AND SW2 ENCLOSURE 10 FRAME ERROR FIGURE 10: SIGNALLING OF FRAME ERRORS SCRAMBLER IN THE NT SCRAMBLER IN THE LT FIGURE 11: SCRAMBLERS ENCLOSURE 11 DESCRAMBLER IN THE LT DESCRAMBLER IN THE NT FIGURE 12: DESCRAMBLERS ENCLOSURE 12 INFO U1W, INFO U2W = ALARM / ACKNOWLEDGEMENT SIGNAL ALMR = ALARM RECOGNITION ACKR = ACKNOWLEDGEMENT RECOGNITION S = START PROCEDURE (INFO U2 AND INFO U1A) FIGURE 13: ALARM PROCEDURE AT THE UKO ENCLOSURE 13 MUST BE ACTIVATED MUST NOT BE ACTIVATED WQ - SIGNAL DETECTED FIGURE 14: ACTIVATION OF THE ALARM-SIGNAL RECEIVER FOR A RECTANGULAR INPUT SIGNAL ENCLOSURE 14 FIGURE 15: NETWORKS FOR DETERMINING OVERVOLTAGE PULSES ENCLOSURE 15 FIGURE 16: CLOSE CROSSTALK AVERAGES NEBENVIERER1 AVERAGES IMVIERER2 FIGURE 17: UNSYMMETRICAL ATTENUATION - ----------------- 1 German 2 German ENCLOSURE 16 INTERFERENCE-SUPPRESSION COVERING ON UKO ANNEX 3 TECHNICAL GUIDELINE 1 TR 221 TECHNICAL GUIDELINE 1 TR 221 ISDN PRIMARY MULTIPLEX CONNECTION SPECIFICATION OF THE INTERFACE UK2 LAYER 1 PUBLISHER Deutsche Telekom AG RESPONSIBLE Deutsche Telekom AG Technology Centre Darmstadt Department EK43 PO Box 10 00 03 D-64276 Darmstadt Germany ORDERING DETAILS KNr MNr KBez 1 TR 221 Issue February 1996 Copying and reproduction prohibited ADDRESS FOR ORDERING Deutsche Telekom AG Wiesbaden Division ZDV, Central Drawing and Print Sales PO Box 24 29 D-65014 Wiesbaden Germany Page 3 PRELIMINARY REMARKS This guideline contains the specification for the interface UK2 of the ISDN primary multiplex connection via copper connection lines. ISSUE REMARK Issue only by the technology-centre department responsible; Forwarding and / or reproduction not permitted.
TABLE OF CONTENTS 1. INTRODUCTION 3 2. FEATURES OF THE INTERFACE 4 2.1 Transmission properties 4 2.2 Remote supply 4 2.3 Bit rate 4 2.4 Line code 4 2.5 Clock supply 4 3. ELECTRICAL PROPERTIES 5 3.1 Transmission interface UK2 outgoing 5 3.1.1 Signal at UK2 outgoing 5 3.1.2 Reflective attenuation at UK2 outgoing 5 3.1.3 Unsymmetrical attenuation at UK2 outgoing 5 3.1.4 Jitter at UK2 outgoing 5 3.2 RECEIVER INPUT UK2 INCOMING 5 3.2.1 Dynamics at UK2 incoming 5 3.2.2 Reflective attenuation at UK2 incoming 6 3.2.3 Unsymmetrical attenuation at UK2 incoming 6 3.2.4 Maximum jitter at UK2 incoming 6 4. PROTECTIVE MEASURES 6
ANNEX A CONNECTION CONFIGURATION FOR THE PRIMARY MULTIPLEX CONNECTION ANNEX B TOLERANCE SCHEME FOR THE TRANSMISSION SIGNAL AT UK2 OUTGOING ANNEX C ATTENUATION CURVE FOR SYMMETRICAL LOCAL CONNECTION CABLES INTRODUCTION This guideline describes the functional and electrical features of the UK2 interface for the ISDN primary multiplex connection. The connection between the network termination device NTPM (NT1) and the line termination device (LT) is realised by means of the UK2 interface. In the case of long connection lines, intermediate regenerators are deployed. Page 4 Annex A shows the assignment of the UK2 interface in the connection-line network. The range of the transmission line is determined by the maximum permissible field attenuation. This is in the range between 0 dB to 40 dB for a frequency of 1024 kHz. FEATURES OF THE INTERFACE TRANSMISSION PROPERTIES The UK2 interface enables transmission independent of the bit order of 2.048 Mbit/s data signals on two symmetrical copper twin wires in accordance with ITU-T G.703. Here, one symmetrical copper double accumulator is used for each of the two transmission directions (simplex operation). The switching / mix-up of the wires of one transmission direction must not lead to any interference (UK2 incoming/a switched with UK2 incoming/b). Repeaters must be used for connection to the transmission line. REMOTE SUPPLY An intermediate regulator (IR) which may be present is supplied remotely from the line termination device via the UK2 interface with the aid of a phantom circuit. Here, a maximum remote supply of 200 V (in the case of a fault up to 240 V) must be assumed. The requirements listed in the EN 60 950 must be taken into account. BIT RATE The nominal bit rate is 2048 kbit/s +/- 50 ppm. LINE CODE A HDB3 code is used in accordance with ITU-T G.703. CLOCK SUPPLY The clock is to be derived from the digital signal received at the UK2 incoming interface. Page 5 ELECTRICAL PROPERTIES TRANSMISSION INTERFACE UK2 OUTGOING SIGNAL AT UK2 OUTGOING Transmission pulses with an approximately sinusoidal waveform are sent via the UK2 outgoing interface. The tolerances for the amplitude and shape of the pulses at the UK2 outgoing interface, which is terminated with 130 ohms real, are specified in Annex B. Annex B applies for a bipolar signal with a random sequence of binary values 1 and 0. The standardised value A = 1, i.e. instantaneous voltage value measured at the phase position 90(degree), is to be 2.36 Vso +/- 10%. REFLECTIVE ATTENUATION AT UK2 OUTGOING The reflective attenuation of the impedance of the UK2 outgoing interface is to be > 16 dB against a resistance of 130 ohms real. The reflective attenuation is to be measured selectively using a measurement signal in the frequency range 100 kHz to 950 kHz. In the process, the level of the measurement signal at the UK2 outgoing interface must not exceed -10 dBm. The requirements placed on the reflective attenuation must be fulfilled for AIS and QZF3 215-1 as a transmission signal. UNSYMMETRICAL ATTENUATION AT UK2 OUTGOING The unsymmetrical attenuation at the UK2 outgoing interface is to exceed 35 dB at 1 MHz. JITTER AT UK2 OUTGOING The jitter requirements placed on the UK2 outgoing interface are to be found in the technical delivery conditions of the corresponding devices. RECEIVER INPUT UK2 INCOMING DYNAMICS AT UK2 INCOMING The receiver at the UK2 incoming interface is to be able to regenerate a signal whose level can be attenuated by between 0 dB and 40 dB (at 1 MHz) with respect to the UK2 outgoing level (see Section 0). A single-range equaliser is to be used. The basis for the measurement of the equaliser are the attenuation averages of cables of Deutsche Telekom AG for wire diameters of 0.35 mm to 0.8 mm (see Annex C). - ----------------- 1 German Page 6 REFLECTIVE ATTENUATION AT UK2 INCOMING The reflective attenuation of the impedance of the UK2 incoming interface is to be > 16 dB against a resistance of 130 ohms real. The reflective attenuation is to be measured selectively using a measurement signal in the frequency range 100 kHz to 950 kHz. In the process, the level of the measurement signal at the connection UK2 incoming must not exceed -10 dBm. UNSYMMETRICAL ATTENUATION AT UK2 INCOMING The unsymmetrical attenuation at the UK2 incoming interface is to exceed 35 dB at 1 MHz. MAXIMUM JITTER AT UK2 INCOMING The jitter requirements placed on the UK2 incoming interface are to be found in the technical delivery conditions of the corresponding devices. PROTECTIVE MEASURES Fundamentally, the limiting values (1 TR 9) for devices outside of telecommunications operation rooms and the requirements contained in ETS 600 046 (primary rate access - safety and protection) apply. For more details, see the technical delivery conditions of the relevant transmission facilities. Page 7 ANNEX A CONNECTION CONFIGURATION FOR THE PRIMARY MULTIPLEX CONNECTION NTPM IR 1-8 LEPMKU DIGITAL EXCHANGE FOR LOCAL SERVICE / NE2SYN S2M INTERFACE UK2 INTERFACE UK2 INTERFACE UK2 INTERFACE V2M INTERFACE REMOTE-SUPPLY SECTION LOOP CIRCUIT VIA PULSE-ERROR DETECTION BY THE OG2 LOOP CONNECTION VIA ... CRC4 SECTION CRC4 SECTION FIGURE A.1: BLOCK DIAGRAM FOR THE PRIMARY MULTIPLEX CONNECTION (PMXC) Page 8 ANNEX B TOLERANCE SCHEME FOR THE TRANSMISSION SIGNAL AT UK2 OUTGOING 1) NOMINAL VALUE Page 9 FREQUENCY F (Hz) CABLE ATTENUATION A1 (dB) WIRE DIAMETER 0.5 TO 1.4 MM CABLE ATTENUATION A2 (dB) WIRE DIAMETER 0.4 MM AVERAGE CABLE ATTENUATION VALUES FOR WIRE DIAMETER 0.5 TO 1.4 MM AND 0.4 MM (BASIS FOR THE EQUALISER MEASUREMENT) 0.4 0.6 TO 1.4 Page 10 ANNEX C ATTENUATION CURVE FOR SYMMETRICAL LOCAL CONNECTION CABLES FREQUENCY F (Hz) CABLE ATTENUATION A1 (dB) WIRE DIAMETER 0.5 TO 1.4 MM CABLE ATTENUATION A2 (dB) WIRE DIAMETER 0.4 MM AVERAGE CABLE ATTENUATION VALUES FOR WIRE DIAMETER 0.5 TO 1.4 MM AND 0.4 MM (BASIS FOR THE EQUALISER MEASUREMENT) 0.4 0.6 TO 1.4 Attachment 1 Prices for collocation rooms Attachment 1 Page 1 EX-10.14 12 ex-10_14.txt EXHIBIT 10.14 Exhibit 10-14 Interconnection Contract with FirstMark Confidential INTERCONNECTION CONTRACT* between FirstMark Communications Deutschland GmbH Uhlandstrabe 179/180 10623 Berlin - hereinafter called "FirstMark" and Deutsche Telekom AG Friedrich-Ebert-Allee 140 53113 Bonn - hereinafter called "Telekom" - -------------------- * Portions of Annex G to this agreement are confidential and have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 406 under the Securities Act of 1933, as amended. Asterisks, for example "******," have been inserted to indicate that information has been deleted. Page 1 Interconnection Contract with FirstMark Confidential SUBDIVISION PART I INTRODUCTION, SUBJECT OF CONTRACT, DEFINITIONS 1 Introduction 2 Subject of contract 3 Definitions PART II INTERCONNECTION JUNCTIONS AND CONFIGURATION MEASURES IN THE TELEPHONE NETWORK OF TELEKOM 4 Locations of interconnection (OdZ) 5 Interconnection junctions 6 Quality assurance and interference suppression 7 Configuration measures in the telephone network of Telekom 8 Order, provision, acceptance and cancellation of interconnection junctions and configuration measures in the telephone network of Telekom 9 Prices 10 Network extension and planning arrangements PART III INTERCONNECTION SERVICES OF TELEKOM 11 Service portfolio 12 Agreement, cancellation and stoppage of interconnection services 13 Prices PART IV INTERCONNECTION SERVICES OF FIRST MARK 14 Service portfolio 15 Agreement, cancellation and stoppage of interconnection services PART V ACCOUNTING PROCEDURES / LODGING OF SECURITIES 17 Charges / accounting procedures 18 Lodging of securities PART VI PROOF OF RELIABILITY, CAPABILITY, AND PROFESSIONAL COMPETENCE / ACTIVITIES TO MEET BASIC REQUIREMENTS, BREAK OF INTERCONNECTION, PRINCIPLE OF SYSTEM INDEPENDENCE / RESERVATION OF THE RIGHT TO MODIFY SERVICES 19 Proof of Reliability, Capability, and Professional Competence / Activities to Meet Basic Requirements 20 Break of Interconnection 21 Principle of System Independence / Reservation of the Right to Modify Services Page 2 Interconnection Contract with FirstMark Confidential PART VII LIABILITY, INTELLECTUAL PROPERTY, INFORMATION PROCEDURES / TERMINATION OF THE INTERCONNECTION AGREEMENT / RENEGOTIATION OF THE INTERCONNECTION AGREEMENT 22 Liability and Damages 23 Intellectual Property 24 Information Procedure / Termination of the Interconnection Agreement / Renegotiation of the Interconnection Agreement PART VIII FINAL CLAUSES 25 Assignability of Rights 26 Applicable Law / Legal Disputes / Place of Jurisdiction 27 Confidentiality Clause 28 Submission to the Regulation Authority for Telecommunications and Post 29 Approval of Prices / Repayment 30 Collateral Agreements, Written Form 31 Salvatory Clause 32 Copies 33 Effective Date Page 3 Interconnection Contract with FirstMark Confidential PART I INTRODUCTION, SUBJECT OF CONTRACT, DEFINITIONS 1. INTRODUCTION The present interconnection contract regulates the interconnection between the public PSTN/ISDN telecommunication network of Telekom and the public PSTN/ISDN telecommunication network of FirstMark in the purport of the Telecommunication Act (TKG) dated July 25, 1996, and the Network Access Regulation issued on October 23, 1996, on the basis of ss.ss. 35 section 5 and 37 section 3 TKG. The main part comprises the general contractual terms valid for the interconnection contract between Telekom and FirstMark. Detailed technical and operational regulations, descriptions of performances, prices, instructions for the organizational handling and other specific regulations are attached - for reasons of editing and the possibility of subsequent easy amendment - as enclosures and annexes and are part of this interconnection contract. 2. SUBJECT OF CONTRACT The subject of contract covers both interconnection junctions implemented by Telekom and mutual supply of interconnection services of the contracting parties on the basis of interconnection. 3. DEFINITIONS The terms used in this interconnection contract including its enclosures and annexes are defined in the ENCLOSURE A - DEFINITIONS if nothing different results from the context. By using the term "interconnection", the contracting parties make no final evaluation regarding the applicability of the interconnection regulations of the Telecommunication Act (TKG) to the performances agreed upon. Page 4 Interconnection Contract with FirstMark Confidential PART II INTERCONNECTION JUNCTIONS AND CONFIGURATION MEASURES IN THE TELEPHONE NETWORK OF TELEKOM 4. LOCATIONS OF INTERCONNECTION (ODZ) Telekom offers the possibility of interconnection at the locations specified in ENCLOSURE F - LOCATIONS OF INTERCONNECTION. FirstMark commits to agree on further OdZ's according to the conditions mentioned in Part 1 of ENCLOSURE C - SERVICE PORTFOLIO. The locations of interconnection agreed upon including the appertaining catchment areas are fixed in ENCLOSURE G - MUTUAL PERFORMANCE RELATIONS before the interconnection junctions are commissioned at these locations. 5. INTERCONNECTION JUNCTIONS Telekom offers interconnection in the variants of design specified in ENCLOSURE B - INTERCONNECTION JUNCTION. The interconnection is technically designed according to the state of the art, especially considering the ETSI/ITU-T recommendations/standards pursuant to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS and ENCLOSURE E - QUALITY. The interconnection can be implemented in the rooms of Telekom according to Part 2 of ENCLOSURE B - INTERCONNECTION JUNCTION (physical co-location). In ANNEX E - COLLOCATION, the utilization of Telekom facilities is regulated. 6. QUALITY ASSURANCE AND INTERFERENCE SUPPRESSION The quality assurance and interference suppression of the interconnection junctions are carried out by Telekom according to the procedure agreed upon in ENCLOSURE E - QUALITY. 7. CONFIGURATION MEASURES IN THE TELEPHONE NETWORK OF TELEKOM ACCORDING TO ENCLOSURE B - INTERCONNECTION JUNCTION, Telekom carries out the configuration measures required for first interconnection, changes in the existing interconnection and for changes in the interconnection services realized via the interconnection junctions and agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS. Page 5 Interconnection Contract with FirstMark Confidential 8. ORDER, PROVISION, ACCEPTANCE AND CANCELLATION OF INTERCONNECTION JUNCTIONS AND CONFIGURATION MEASURES IN THE TELEPHONE NETWORK OF TELEKOM The interconnection junctions and configuration measures in the telephone network of Telekom are ordered by FirstMark and provided by Telekom in accordance with the procedures agreed upon in ANNEX B - ORDER/PROVISION within the supply periods fixed in ENCLOSURE E - QUALITY. The acceptance of the interconnection junctions is handled according to the procedure agreed upon in ANNEX B - ORDER/PROVISION. Interconnection junctions and configuration measures in the telephone network of Telekom can be cancelled or annulled according to the regulations fixed in ANNEX B - ORDER/PROVISION. 9. PRICES FirstMark commits itself to pay the prices agreed upon in ENCLOSURE D - PRICE for the provision and assignment of interconnection junctions, for the configuration measures required in the telephone network of Telekom for implementing interconnection as well as for other performances, like interference suppression and cancellation of orders. The prices quoted in ENCLOSURE D - PRICE do not include the value-added tax (VAT). 10. NETWORK EXTENSION AND PLANNING ARRANGEMENTS FirstMark must install or extend its telephone network according to its presented planning documents. The installation or extension of the telephone network must be carried out at least simultaneously with the provision of the ICAs at the locations of interconnection agreed upon by the parties. The contracting parties commit themselves to make appropriate planning arrangements required for network planning according to ANNEX B - ORDER/PROVISION. Page 6 Interconnection Contract with FirstMark Confidential PART III INTERCONNECTION SERVICES OF TELEKOM 11. SERVICE PORTFOLIO Telekom offers FirstMark interconnection services according to Part 2 of ENCLOSURE C - SERVICE PORTFOLIO having the quality laid down in ENCLOSURE E - QUALITY, and that at the locations of interconnection agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS provided that the technical and licence conditions for network operation are observed according to ENCLOSURE C - SERVICE PORTFOLIO. 12. AGREEMENT, CANCELLATION AND STOPPAGE OF INTERCONNECTION SERVICES The utilization of interconnection services according to ENCLOSURE C - SERVICE PORTFOLIO is individually agreed upon and laid down in ANNEX G - MUTUAL PERFORMANCE RELATIONS. By utilizing the interconnection services, FirstMark commits itself to offer Telekom the access to comparable interconnection services operated by FirstMark. According to the regulations laid down in ENCLOSURE D - SERVICE PORTFOLIO, Telekom can cancel any interconnection services except the basic interconnection services B.1 and B.2. Telekom is entitled to stop functions of interconnection services made accessible via interconnection, or interconnection services if a cancellation according to the regulations laid down in ENCLOSURE C - SERVICE PORTFOLIO is associated with the commitment to make a new offer regarding the future handling of the interconnection service provided that this stoppage also covers its final customers and interconnection partners. The intended stop is to be notified in written to FirstMark without delay, at least 6 months in advance. Page 7 Interconnection Contract with FirstMark Confidential 13. PRICES FirstMark commits itself to pay the prices agreed upon for the interconnection services according to ENCLOSURE D - PRICE. The prices quoted in ENCLOSURE D - PRICE do not include the value-added tax (VAT). The contracting parties agree that the validity of prices quoted in this interconnection contract is subject to charging permissions of the Regulation Authority for Telecommunications and Post (RegTP) required for this purpose. Until such a permission is in hand, those prices are invoiced which are provisionally approved, approved or disposed by the RegTP, or quoted in the basic offer according to ss. 6 NZV. Page 8 Interconnection Contract with FirstMark Confidential PART IV INTERCONNECTION SERVICES OF FIRST MARK 14. SERVICE PORTFOLIO FirstMark offers Telekom interconnection services according to Part 3 of ENCLOSURE C - SERVICE PORTFOLIO having the quality laid down in ENCLOSURE E - QUALITY, and that at the locations of interconnection agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS. 15. AGREEMENT, CANCELLATION AND STOPPAGE OF INTERCONNECTION SERVICES The utilization of interconnection services according to ENCLOSURE C - SERVICE PORTFOLIO is individually agreed upon and laid down in ANNEX G - MUTUAL PERFORMANCE RELATIONS. By utilizing the interconnection services, Telekom commits itself to offer FirstMark the access to comparable interconnection services operated by Telekom. According to the regulations laid down in ENCLOSURE C - SERVICE PORTFOLIO, FirstMark can cancel any interconnection services except the basic interconnection services B.1 and B.2. FirstMark is entitled to stop functions of interconnection services made accessible via interconnection, or interconnection services if a cancellation according to the regulations laid down in ENCLOSURE C - SERVICE PORTFOLIO is associated with the commitment to make a new offer regarding the future handling of the interconnection service provided that this stoppage also covers its final customers and interconnection partners. The intended stop is to be notified in written to Telekom without delay, at least 6 months in advance. 16. PRICES Telekom commits itself to pay the prices agreed upon for the interconnection services according to ENCLOSURE D - PRICE. The prices quoted in ENCLOSURE D - PRICE do not include the value-added tax (VAT). Page 9 Interconnection Contract with FirstMark Confidential PART V ACCOUNTING PROCEDURES / LODGING OF SECURITIES 17. CHARGES / ACCOUNTING PROCEDURES 17.1 TARIFFING PRINCIPLES 17.1.1 TARIFFING PRINCIPLE BETWEEN THE CONTRACTING PARTIES AND THEIR FINAL CUSTOMERS The tariffing of connections towards connection customers basically follows the principle "calling-party-pays" (i.e. the calling connection customer pays the charge for the connection). That contracting party providing the relevant network charges the access and connection to its connection customer provided that the connection customer has not selected any other network provider. No legal relations result from this between Telekom and the connection customers of FirstMark and vice versa. If one of the contracting parties is a subscriber's network provider and the other contracting party a permanently pre-set or - in individual cases - a selected connection network provider in the purport of ss. 43 section 6 TKG, the charges for telecommunication services supplied by means of both interconnected telephone networks of the contracting partners will be invoiced towards the final customers covering the overall connection performance supplied by the connection network provider provided that the contracting parties do not make any other contractual arrangements. For those cases in which the subscriber's network provider is committed to invoice the charges to its connection customer according to ss. 15 of the Telecommunication Customer Protection Regulation dated December 11, 1997, (TKV97), also including the charges for connections arising from the selection of the other contracting party in its capacity as connection network provider, the contracting parties will make an arrangement on invoicing which adequately serves the mutual interests before the background of ss. 15 TKV67. If any deviation from this procedure becomes necessary for individual interconnection services, this will be regulated in ENCLOSURE C - SERVICE PORTFOLIO in the context of the respective interconnection service. Page 10 Interconnection Contract with FirstMark Confidential 17.1.2 TARIFFING PRINCIPLE BETWEEN THE CONTRACTING PARTIES The tariffing between the contracting parties basically observes the following principle: The contracting party selected by the connection customer for the connection performance purchases the required interconnection services as pre-products from other providers participating in the connection (e.g. access from the calling or access to the called connection customer). The contracting party providing the subscriber's network of the calling connection customer purchases the required connection performances as pre-products for the case in which no connection network provider services are utilized. If there is a deviation from this procedure for individual interconnection services, this will be regulated in ENCLOSURE C - SERVICE PORTFOLIO in the context of the respective interconnection service. 17.2 ACCOUNTING OF CHARGES FOR THE INTERCONNECTION SERVICES The accounting procedure applied between Telekom and FirstMark is on principle based on the communication data records (KDS) collected by both contracting parties in their own responsibility. For each performance of the service portfolio successfully supplied according to Items 12 and 15 i.V.m. ENCLOSURE C - - SERVICE PORTFOLIO, a KDS is created provided that no deviating regulation is laid down in ENCLOSURE C - SERVICE PORTFOLIO. Telekom and FirstMark evaluate the communication data records according to the valid structure and amount of charges (Enclosure D - Price) per each network interworking (NU). These communication data records show the duration of the individual performances supplied on the basis of the service portfolio with an accuracy of 1 second. On the date fixed for accounting (see ANNEX F - ACCOUNTING), the connection seconds for the respective performances of the service portfolio will be summed up for determining the charges to be paid for the accounting period. When doing so, the due charges are rounded up to full connection minutes. On principle, each contracting party collects communication data records for the accounting of the performances supplied by it on the basis of the service portfolio, and for the check of performances of the service portfolio supplied to it, thus determining the charges to be paid. If the communication data collection or the entire accounting system of a contracting party fail so that proper invoicing cannot be effected, the invoicing for the period of failure is effected - as far as possible - by the other contracting party on the basis of its accounting system. The costs incurred are to be adequately refunded by the contracting party whose accounting system has failed. If it is not possible to take over invoicing, or if the determined cost is doubted, the procedure agreed upon in ANNEX F - ACCOUNTING will be applied barring legal actions. Page 11 Interconnection Contract with FirstMark Confidential 17.3 INVOICING OF CHARGES 17.3.1 EURO CLAUSE The contracting parties agree that the business relation based on this interconnection contract is handled on the basis of EURO starting from April 1, 2000. 17.3.2 TIME OF ACCOUNTING The contracting parties invoice in written the charges agreed upon in ENCLOSURE D - PRICE as follows: a) Charges for the interconnection services according to Items 12 and 15 are subsequently invoiced at the latest until the 15th day of the accounting period following the supply of performances. b) Charges for permanent assignments according to Item 5 are invoiced at the beginning of the accounting period. c) Charges for non-recurring performances according to Items 5 and 7 are invoiced upon acceptance if a formal acceptance procedure has been agreed upon, and otherwise upon the supply of performance. Charges that cannot be handled in time for a defined accounting period will be invoiced immediately after the statement of facts, if possible included in the invoice of the following month. The invoices must show the required value-added tax separately. In order to facilitate auditing, the respective accounting periods, the date fixed for accounting, the format of invoices as well as the accounting times are agreed upon between the contracting parties. The selected procedures and the respective invoice addresses are to be taken from ANNEX F - ACCOUNTING. 17.4 DUE DATE The charges demanded by the contracting parties will be due 30 days after receipt of invoice. The invoiced amount is to be remitted to an account indicated in the invoice. Page 12 Interconnection Contract with FirstMark Confidential 17.5 DEFAULT OF PAYMENT If an invoiced amount has not been fully settled at the latest after the expiry of the term of payment without having raised objections according to the following Item 17.6, default starts upon receiving the first written reminder. If one of the contracting parties defaults in payment, the following compensation is calculated: - - interest payable on default amounting to 4 % over the basic interest rate of the European Central Bank valid for the default period (ss.1 Discount Rate Transition Act); - - for each reminder after default has started to the amount of 5.- DM. If a contracting party defaults in paying a considerable part of the due undisputed charges (more than 30 % of the charges for the respective accounting period), the other contracting party can refuse all performances laid down in this interconnection contract, especially the blocking of connections. The intended blocking is to be notified 14 days in advance. The contracting parties reserve the right of raising further legal claims because of default of payment. 17.6 OBJECTIONS Objections against the invoiced charges are to be raised in written and sent to the office indicated in ANNEX F - ACCOUNTING within three months after receipt of invoice provided that the fact which this objection is based on has become known within the above-mentioned period. After one year has elapsed since receipt of invoice, objections cannot be raised any more. Objections against the invoiced charges only entitle the raising party to postpone or refuse payment when the facts prove that obvious mistakes have been made. If one contracting party doubts the correctness of the charges invoiced for performances of the services portfolio, the controversial part of the claim will be settled according to what is fixed in ANNEX F - ACCOUNTING barring legal actions. Page 13 Interconnection Contract with FirstMark Confidential 17.7 STATUTE OF LIMITATIONS The mutual pecuniary claims of the contracting parties become barred by the statute of limitations after two years. The calculation of limitation starts at the end of the calendar year in which the claim was raised. 17.8 SETOFF / LIEN Any setoff is only admissible for undisputed and legal claims. A lien can only be enforced on the basis of counterclaims arising from this interconnection contract with an announcement term of 30 days to be kept. 18. LODGING OF SECURITIES Telekom is entitled to condition the provision and assignment of ICAs according to Item 8 on the lodging of securities to an adequate amount. The securities are to be lodged by a declaration of guarantee issued by a credit institution licenced in the European economic area or by depositing money. Securities are not required when the monthly payments for settling the charges according to Item 13 during the last six months exceed the amount to be secured and FirstMark has fulfilled its liability to pay within this period at a proper time. Telekom will return the securities immediately after the performance to be secured has been accomplished. Details regarding the type and amount of securities are regulated in ANNEX B - ORDER/PROVISION. Page 14 Interconnection Contract with FirstMark Confidential PART VI PROOF OF RELIABILITY, CAPABILITY, AND PROFESSIONAL COMPETENCE / ACTIVITIES TO MEET BASIC REQUIREMENTS, BREAK OF INTERCONNECTION, PRINCIPLE OF SYSTEM INDEPENDENCE / RESERVATION OF THE RIGHT TO MODIFY SERVICES 19 PROOF OF RELIABILITY, CAPABILITY, AND PROFESSIONAL COMPETENCE / ACTIVITIES TO MEET BASIC REQUIREMENTS The Partners shall prove their reliability, capability and professional competence required in ss. 35, subs. 3 Telecommunications Act (TKG), submitting a license of Class 4 (ss. 6, subs. 2, clause 2 TKG). The Partners shall take any measures that are necessary to meet the basic requirements - safety of network operation, maintenance of network integrity, interoperability of services and data privacy - to implement open network access to the purposes of Article 3, para. 2, Directive 90/387 EEC of the Council, dd. June 28, 1990 and Article 10, Directive 97/33/EC of the European Parliament and the Council, dd. June 30, 1997. To guarantee these preconditions the Partners shall perform interoperability tests. Unrestricted effective operation shall not be started before these tests have been successfully conducted. The test methods are specified in detail in ANNEX C - TEST. For the purpose of maintaining network integrity the Partners undertake to comply with the requirements of network operation in accordance with Part 1 of ENCLOSURE C - SERVICE PORTFOLIO. 20 BREAK OF INTERCONNECTION The Partners shall have the right to temporarily suspend their services without giving rise to any contractual sanctions, especially to disconnect connections in their telephone network or to limit the duration thereof, in the event that such measures are necessary due to public safety requirements or the performance of operationally necessary works or to avoid disturbances in their networks, and cannot be avoided by other reasonable measures. Details are outlined in ANNEX D - - OPERATION. The Partners shall also be entitled to suspend their telecommunication services in the event that the measures to meet the basic requirements under the above Article 19 are not taken. The Partners shall without undue delay repair any interruption, operating failures, or other technical defects; details are specified in ANNEX D - OPERATION. Page 15 Interconnection Contract with FirstMark Confidential In events of force majeur the affected Partner shall be exempted from its contractual obligations (e.g. the compliance with times of provision, fault clearance, availabilities) as long as such event occurs and for an additional period of time necessary to recover operability. The Partner which is affected by a force majeur event shall forthwith notify the other Partner thereof, and shall resume the implementation of this Interconnection Agreement immediately after the end of the said grace period. 21 PRINCIPLE OF SYSTEM INDEPENDENCE / RESERVATION OF THE RIGHT TO MODIFY SERVICES The Partners shall be principally free in the design (e.g. for purposes of optimizing or innovation) of their telecommunication networks (principle of system independence). In the event of legal or statutory requirements both Partners hereto shall be obliged to modify their telecommunication networks accordingly. Furthermore, the Partners shall have the right to modify their telecommunication networks and to perform the respective modification of the agreed services with respect to technological progress, international agreements and recommendations, and dispositive legal and statutory standards. In the event that so caused changes in a Partner's telecommunication network may affect or alter the specifications of the agreed services, such Partner shall not be allowed to modify its telecommunication network unless it has obtained the other Partner's prior consent in writing. The other Partner shall not be allowed to refuse its consent if the respective modification is reasonable, if necessary in connection with an appropriate compensation, and the material scope of the obligation to render services is not affected. Such changes in the telecommunication network shall not impose additional performance duties, especially obligations to pay, on the other Partner unless such other Partner has explicitly consented in writing to such duties in advance. Page 16 Interconnection Contract with FirstMark Confidential PART VII LIABILITY, INTELLECTUAL PROPERTY, INFORMATION PROCEDURES / TERMINATION OF THE INTERCONNECTION AGREEMENT / RENEGOTIATION OF THE INTERCONNECTION AGREEMENT 22 LIABILITY AND DAMAGES The Partners' liability shall be governed by applicable law - unless otherwise stipulated below - subject to the provision that the Partners shall be mutually liable for compensation of negligently caused financial losses that occur with terminal clients of the other Partner in an amount not exceeding DM 25,000 per every affected terminal client in accordance with ss. 7, subs. 2, Telecommunications Customer Protection Regulation (TKV97). The maximum aggregate sum of all claims for damages shall be in this case, in accordance with ss. 7, subs. 2 TKV97, DM 20 million for each damage causing event. If the aggregate sum of the individual damages exceeds the said maximum level, compensation shall be reduced in the ratio of the sum of all claims for damages to the maximum limit. In the events of delayed provision and fault clearance of ICAs stipulated in ENCLOSURE E - QUALITY Telekom shall pay a lump sum compensation (contractual penalty) in accordance with ENCLOSURE D- PRICE. With the exception of willful or gross negligent behavior of legal representatives or senior executives of Telekom any further FirstMark claims for compensation shall be ruled out subject to imperative provisions of the law. Liability under the provisions of the Product Liability Act (Produkthaftungsgesetz) shall remain unaffected. Personal liability of the Partners' legal representatives and personnel shall be excluded, unless the relevant damage was caused willfully. 23 INTELLECTUAL PROPERTY Unless explicitly otherwise stipulated in this Interconnection Agreement, all trade and service marks, inventions, patents, copyrights, utility models, design patents, and all the other intellectual property and any other right in intellectual property (,,the Intellectual Property") shall remain the property of that person who made them or owns them, unless such intellectual property is explicitly assigned in writing. This Interconnection Agreement does not imply any assignment of any rights or licenses in the intellectual property of any of the Partners or third parties to the other Partner nor should it be construed to this effect. Page 17 Interconnection Contract with FirstMark Confidential 24 INFORMATION PROCEDURE / TERMINATION OF THE INTERCONNECTION AGREEMENT / RENEGOTIATION OF THE INTERCONNECTION AGREEMENT 24.1 INFORMATION PROCEDURE The contracting Partners notify each other on a regular basis of incidents and circumstances that are relevant to the implementation of this Interconnection Agreement in compliance with the applicable legal outline conditions. In the event that any of the Partners is subject to special legal or statutory obligations to inform such Partner shall give the information in accordance with such regulations. In ANNEX H - CONTACT PERSONS the Partners hereto nominate the contact persons for their cooperation in the course of the implementation of this Interconnection Agreement. 24.2 DUE NOTICE OF TERMINATION Any Partner shall be entitled to terminate in writing this Interconnection Agreement at any time upon six months notice with effect at the end of the respective year. Any Partner shall be entitled to terminate this Interconnection Agreement upon six months notice if - - either the license or any other authorization upon which the Partner operates its system is modified or substituted in a way which is material to the purposes of this Interconnection Agreement; or - - a material change in the statutory outline conditions occurs, particularly by virtue of essential modification of the regulating provisions or any altered construction of the regulating provisions by binding court rulings or decisions of the Regulation Authority for Telecommunications and Post (RegTP); - - a change in the market dominating position of any of the two Partners with respect to the services agreed by the Partners or parts thereof occurs. Upon the request of any of the two Partners the Partners start negotiations on the modification or renegotiation of the Interconnection Agreement which shall be intended to become effective immediately after the effect of termination. In this case, the Partners, through their nominated contact persons, shall start negotiations within one month from the date of the reception of a notice of termination. Otherwise any Partner may have recourse to the Regulation Authority for Telecommunications and Post or go to law. Page 18 Interconnection Contract with FirstMark Confidential Negotiations shall be finished not later than two months from the date of the reception of a notice of termination. In the event that the contact persons nominated by the Partners fail to reach an agreement within the said time limit, the contact persons shall forthwith involve the level of the managing directors or board members. On this level, the Partners shall make every effort to reach amicable settlement within one further month. In the event that also on this level no agreement is reached, any Partner may have recourse to the Regulation Authority for Telecommunications and Post or go to law. 24.3 EXCEPTIONAL NOTICE OF TERMINATION Both Partners shall have the right to terminate this Agreement exceptionally/without notice for serious reasons in accordance with ss. 626 Civil Code (Burgerliches Gesetzbuch). Any Partner may terminate without notice in writing and with immediate effect this Interconnection Agreement if the conditions that require a ban in accordance with Article 17.5 have been existent for two months in succession. 24.4 RENEGOTIATION OF THE INTERCONNECTION AGREEMENT Any Partner may demand the renegotiation or modification of this Interconnection Agreement at any time in the event of - - a material change in the statutory outline conditions, particularly by virtue of essential change in the regulating provisions or any altered construction of the regulating provisions by binding court rulings or decisions of the Regulation Authority for Telecommunications and Post; - - a change in the market dominating position of any of the two Partners with respect to the services agreed by the Partners or parts thereof. Upon the request of any of the two Partners the Partners shall start negotiations on this issue within one month from the date of the reception of a request for renegotiation. Page 19 Interconnection Contract with FirstMark Confidential PART VIII FINAL CLAUSES 25 ASSIGNABILITY OF RIGHTS Any assignment of rights and duties under this Interconnection Agreement to third Partners shall require the previous consent of the other Partner which consent shall be delayed or refused on serious grounds only. 26 APPLICABLE LAW / LEGAL DISPUTES / PLACE OF JURISDICTION This Interconnection Agreement shall be exclusively governed by the law of the Federal Republic of Germany. Partners shall take any effort to first settle any disputes, if any, that may result from this Interconnection Agreement by means of direct negotiation. The place of jurisdiction for any legal disputes that may result from this Interconnection Agreement shall be Cologne. 27 CONFIDENTIALITY CLAUSE Partners undertake to keep confidential all and any ,,secret" knowledge and information which they obtain or have obtained in the course of the preparation of this Agreement or during the implementation thereof and not to disclose such information to outsiders. Any information that is explicitly marked secret or whose secrecy is evident from its content or other circumstances shall be deemed secret. On particular, the Partners undertake to keep secret all secret information that is submitted to them. They shall not disclose such information to third parties subject to the provisions below, and they shall use such information exclusively in the framework of the above described cooperation. Page 20 Interconnection Contract with FirstMark Confidential Obligation to confidentiality shall not apply to information - - that has already been known at the time of its provision without an obligation to confidentiality, or - - that has already been published at the above mentioned time or is published by a third party in a later stage which publication does not result from any illegal action of the Partner who has received such information or a breach of contract by such Partner, or - - that has been legally received by a third Partner without obligation to confidentiality, or - - that have been explicitly declassified by a written statement of the two Partners, or - - that have to be disclosed by virtue of statutory reporting requirements. Partners shall take any precautions that are required for securing confidentiality. They shall especially pass secret information only to those employees who need to know such information for their activities in the course of the above described cooperation. Beyond that type of persons secret information may be disclosed to individuals from associated companies to the purposes of ss. 15 Corporation Law (AktG) who are in charge of decision making in the framework of this cooperation. These persons shall be obliged to keep such information secret. In the event that it becomes necessary in the course of the cooperation between the Partners to involve third parties (e.g. suppliers, consultants) and to pass secret information to such persons, the other Partner shall be notified thereof in writing prior to such passing of information. Then, written agreements shall be concluded with such third party to secure compliance with the provisions of this Interconnection Agreement. On request, any secret documents, including any duplicates thereof, shall be handed out. In this respect right of retention cannot be enforced. This does not apply to documents which are required by the other Partner for the implementation of this Agreement or the winding up of the contractual relations. Partners shall specify in ENCLOSURE G - PUBLICATION those components of the Interconnection Agreement which the Regulation Authority for Telecommunications and Post may release for inspection by other users in accordance with ss. 6, subs. 4 NZV without disclosing any business or operating secrets. Duty to confidentiality shall remain effective for a period of another two years after the termination of this Interconnection Agreement. Any announcement to the effect that this Interconnection Agreement has been reached and any details in this respect vis-a-vis the general public shall be given only with the consent of the two Partners. Page 21 Interconnection Contract with FirstMark Confidential 28 SUBMISSION TO THE REGULATION AUTHORITY FOR TELECOMMUNICATIONS AND POST Telekom shall submit to the Regulation Authority for Telecommunications and Post this Interconnection Agreement immediately after it has been concluded, considering the above Article 27. The provisions of this Interconnection Agreement shall apply subject to the rights to approve and reject of the Regulation Authority for Telecommunications and Post. 29 APPROVAL OF PRICES / REPAYMENT The prices that are agreed upon in this Interconnection Agreement are partly stated herein on the basis of regulation related decisions. The amounts of such prices and the duty to obtain approval are subject matter of action brought before the administrative court by Telekom against decisions of the Regulation Authority for Telecommunications and Post. The prices agreed upon in this Interconnection Agreement are therefore subject to judicial review. In the event that a court finally rules the approval or fixing of approval requiring prices that differ from the prices that have been previously approved, instructed or quoted in the basic offer in accordance with ss. 6, subs. 5 NZV, such finally approved or fixed prices within the scope of the court ruling shall be deemed agreed upon. As long as no final court order has been announced the temporarily approved, approved, ordered or in the basic offer in accordance with ss. 6, subs. 5 NZV quoted prices shall be invoiced. In the event that a court finally rules that prices do not require approval the temporarily approved, approved, ordered or in the basic offer in accordance with ss. 6, subs. 5 NZV quoted prices shall be deemed agreed upon for a further period of 3 months from the date of such court order. Any Partner shall be entitled to demand, within a 3 months period from the date of such court order, the renegotiation of the prices that apply after the date of the final court order. In the event that the Partners fail to reach an agreement within the said period of time the Partner who provides the respective service may determine the price to its reasonable discretion. In the event that none of the Partners demands renegotiation of prices within the above mentioned period of time the temporarily approved, approved, ordered or in the basic offer in accordance with ss. 6, subs. 5 NZV quoted prices shall continue to be deemed agreed upon. Liability of Telekom shall apply to all services whose prices require approval, beginning with the date of the granting of a temporary or final approval and for the time of the effect thereof. Page 22 Interconnection Contract with FirstMark Confidential 30 COLLATERAL AGREEMENTS, WRITTEN FORM There are no oral collateral agreements. Any amendments and supplements to this Interconnection Agreement - including any Enclosures and Annexes to this Interconnection Agreement - shall not become effective unless both Partners have given their consent in writing. The Interconnection Agreement to the purposes of the above mentioned provisions shall consist of the main part and all Enclosures and Annexes as amended plus any additional agreements, if any, and the enclosures and annexes thereto as amended unless the context apparently otherwise requires. Unless explicitly otherwise agreed or directly required by any duplication of enclosures and annexes, if any, in the interrelation between the Partners the Enclosures and Annexes shall apply on a mutual basis even though they are unilaterally worded. The implementation variants specified in ENCLOSURE B - INTERCONNECTION JUNCTION and ANNEX E - COLLOCATION shall not be subject to this provision. 31 SALVATORY CLAUSE In the event that any provisions in this Interconnection Agreement are entirely or partly ineffective the Interconnection Agreement in general shall continue to be effective. Ineffective provisions shall be re-interpreted in a way which enables the implementation of the economic purposes of this Interconnection Agreement to the most possible extent. The above provision shall apply accordingly to any gap in regulations that is not intended by the Partners. Page 23 32 COPIES This Interconnection Agreement shall be prepared in two original copies. Each Partner shall receive one copy. 33 EFFECTIVE DATE This Interconnection Agreement shall become effective on the day of the undersigning thereof by the two Partners. Place: Berlin Place: Potsdam Date: 2000/03/29 Date: 00/03/30 /s/ /s/ - ------------------------- -------------------------- FirstMark Communications Deutsche Telekom AG Deutschland GmbH Page 24 Interconnection Contract with FirstMark Confidential LIST OF ENCLOSURES AND ANNEXES Annexes associated with the main part of the interconnection contract Annex A Technical parameters and descriptions Annex B Order / provision Annex C Test Annex D Operation Annex E Collocation Annex F Accounting Annex G Mutual performance relations Annex H Contact persons Enclosures associated with the main part of the interconnection contract Enclosure A Definitions Enclosure B Interconnection junction Enclosure C Service portfolio Enclosure D Price Enclosure E Quality Enclosure F Locations of interconnection Enclosure G Publication Page 1 Interconnection Contract with FirstMark Confidential ANNEX A TECHNICAL PARAMETERS AND DESCRIPTIONS Note regarding the changes contained: Chapters 2.5 and 2.6: abridgement to those regulations that are necessary for the network interworking Chapter 4: updating regarding the transition to version 3.0.0 of the specification of interfaces,,Signalling in the ZZN7" Chapters 5 and 6: added Page 1 Interconnection Contract with FirstMark Confidential LIST OF CONTENTS 1 TRANSMISSION INTERFACES 4 1.1 LITERATURE 4 1.2 BIT RATE 7 1.3 STRUCTURE 7 1.4 ELECTRICAL PROPERTIES 8 1.4.1 OUTPUT 8 1.4.2 INPUT 11 1.5 SAFETY 13 1.5.1 GENERAL 13 1.5.2 CONTACT CURRENT 13 1.6 INTERFERING VOLTAGE INFLUENCE 13 1.6.1 LONGITUDINAL VOLTAGE LEAD TO EARTH 14 1.6.2 CROSS VOLTAGE LEAD TO LEAD 14 1.6.3 CHECK OF LONGITUDINAL VOLTAGE AT THE 230 V INTERFACE 14 1.6.4 CHECK OF CROSS VOLTAGE AT THE 230 V INTERFACE 14 1.6.5 PULSE TRANSFER FROM THE 230 V NETWORK (LONGITUDINAL VOLTAGE) 14 1.6.6 PULSE TRANSFER FROM THE 230 V NETWORK (CROSS VOLTAGE) 14 1.6.7 CONVERSION FROM LONGITUDINAL TO CROSS VOLTAGE 14 1.7 ELECTROMAGNETIC COMPATIBILITY 15 1.8 CLIMATE CONDITIONS 15 1.9 MEASURING AND TESTING METHODS 16 1.9.1 GENERAL 16 1.9.2 JITTER AND WANDER 17 1.9.3 CHECKING THE NETWORK TERMINATION 18 1.10 DEFINITION OF THE HDB3 CODE 27 1.10.1 GENERAL 27 1.10.2 DEFINITIONS 28 1.11 FRAME STRUCTURE 28 1.11.1 FRAME LENGTH 28 1.11.2 ALLOCATION OF BITS 1 TO 8 28 1.11.3 DESCRIPTION OF THE CRC-4 METHOD 29 1.12 LOSS OF FRAME ALIGNMENT 31 1.12.1 DEFINITIONS 31 2 TRANSMISSION PLAN 32 2.1 GENERAL 32 2.2 RESPONSIBILITY 32 2.3 QUALITY-DECISIVE PARAMETERS 32 2.3.1 LOUDNESS RATING (LR) 33 2.3.2 LOUDNESS RATINGS AT THE TRANSITION TO OTHER NETWORKS 33 (E.G. D1, D2, E-PLUS, ...) 2.3.3 DELAY TIME 34 2.3.4 TALKER ECHO LOUDNESS RATING (TELR) 34 2.3.5 STABILITY 34 2.3.6 QUANTIZATION DISTORTIONS 35 2.3.7 CODING PROCEDURES 35 2.3.8 ATTENUATION DISTORTIONS 35 2.3.9 GROUP DELAY DISTORTIONS 35 2.3.10 NOISES (BASIC NOISE, IMPULSIVE NOISE) 35 Page 2 Interconnection Contract with FirstMark Confidential 2.3.11 SIDETONE 35 2.3.12 BIT ERRORS 36 2.3.13 CROSSTALK 36 2.4 CLOCK (NETWORK SYNCHRONIZATION STRATEGY) 36 2.5 TRANSMISSION LEVEL 36 3 INSTALLATION 37 3.1 TERMINATION EQUIPMENT 37 3.1.1 NETWORK TERMINATION (NT) 37 3.1.2 DS2 DISTRIBUTOR 37 3.1.3 INFRASTRUCTURE (SWITCHGEARS, SWITCHING EQUIPMENT) 39 3.2 INTERCONNECTION JUNCTION (,,CUSTOMER SITED" DESIGN) 39 3.2.1 POSSIBLE INSTALLATION VARIANTS 41 3.3 INTERCONNECTION JUNCTION (,,PHYSICAL CO-LOCATION" DESIGN) 43 3.3.1 POSSIBLE INSTALLATION VARIANTS 43 4 SIGNALLING / PROTOCOLS 45 4.1 SIGNALLING SYSTEM NO. 7 45 4.1.1 ISUP SIGNALLING VERSION 46 4.1.2 TRANSIT 46 4.1.3 SUPPLEMENTARY SERVICES 46 4.1.4 HOW TO TREAT NEW MESSAGES AND PARAMETERS 46 4.1.5 PROCEDURE FOR PROVISION OF THE CODED DIAL NUMBERS 46 4.2 SIGNALLING INTERMEDIATE NETWORK 47 4.2.1 GENERAL 47 4.2.2 NETWORK DESIGN 48 4.2.3 DIMENSIONING 50 4.2.4 MTP ROUTING 52 4.2.5 SCCP ROUTING 53 5 REALIZATION OF THE SPECIFICATION,,CARRIER SELECTION" 54 6 REALIZATION OF THE SPECIFICATION,,FEE INFORMATION FOR THE END 54 CUSTOMER BEYOND NETWORK LIMITS (AOC)" Page 3 Interconnection Contract with FirstMark Confidential 1. TRANSMISSION INTERFACES 1.1 LITERATURE [1] ITU-T Recommendation G.111 (1996): "General Recommendations on the transmission quality for an entire international telephone connection" - Loudness ratings (LRS) in an international connection - [2] ITU-T Recommendation G.113 (1996): "General characteristics of international telephone connections and international circuits" - Transmission impairments - [3] ITU-T Recommendation G.114 (1996): "General characteristics of international telephone connections and international circuits" - Transmission impairments - [4] ITU-T Recommendation G.115 (1996): "General characteristics of international telephone connections and international circuits" - Mean active speech level for announcements and speech synthesis systems - [5] ITU-T Recommendation G.121 (1996): "General characteristics of international systems forming part of international connections" - Loudness ratings (LRs) of national system - [6] ITU-T Recommendation G.122 (1996): "General characteristics of international systems forming part of international connections" - Influence of national systems on stability and talker echo in international connections - [7] ITU-T Recommendation G.131 (1996): "Control of talker echo" [8] ITU-T Recommendation G.165 (1996): "General characteristics of international telephone connections and international circuits" - Echo cancellers - [9] ITU-T Recommendation G.703 (1988): "Physical/electrical characteristics of hierarchical digital interfaces" [10] ITU-T Recommendation G.704 (1988): "Synchronous frame structures used at primary and secondary hierarchical levels" [11] ITU-T Recommendation G.706 (1991): "General aspects of digital transmission systems; terminal equipments" - Frame alignment and cyclic redundancy check (CRC) procedures relating to basic frame structures defined in recommendation G.704 - [12] ITU-T Recommendation G.711 (1988): "General aspects of digital transmission systems; terminal equipments" - Pulse code modulation (PCM) of voice frequencies - Page 4 Interconnection Contract with FirstMark Confidential [13] ITU-T Recommendation G.713 (1996): "General aspects of digital transmission systems; terminal equipments" - Performance characteristics of PCM channels between 2-wire interfaces at voice frequencies - [14] ITU-T Recommendation G.811 (1996): "Timing characteristics of primary reference clocks" [15] ITU-T Recommendation G.812 (1996): "Timing requirements of slave clocks suitable for use as node clocks in synchronization networks" [16] ITU-T Recommendation G.822 (1988): "Controlled slip rate objectives on an international digital connection" [17] ITU-T Recommendation G.823 (1993): "The control of jitter and wander within digital networks which are based on the 2048 kbit/s hierarchy" [18] ITU-T Recommendation G.826 (1992): "Error performance parameters and objectives for international constant bit rate path at or above primary rate" [19] ITU-T Recommendation I.140 (1988): "Attribute technique for the characterization of telecommunication services supported by an ISDN and network capabilities of an ISDN" [20] ITU-T Recommendation O.151 (1988): "Error performance measuring for digital systems at the primary bit rate and above" [21] EN 60 950 (1988): "Safety of information technology equipment including electrical business equipment" [22] ETSI ETR 300 004 (1990): "Overall transmission plan aspects of a private branch network for voice connections with access to the public network" [23] ETS 300 011: "Integrated Services Digital Network (ISDN); Primary rate user-network interface Layer 1 specification an test principles" [24] ETS 300 019-1-3: "Environmetal conditions and environmental tests for telecommunications equipment, Part 1 - 3: classification of environmental conditions - Stationary use at weather-protected locations" [25] ETS 300 046 (1992): "Integrated Services Digital Network (ISDN); primary rate access safety and protection" [26] ETS 300 166 (1992): "Transmission and multiplexing physical/electrical characteristics of hierarchical digital interfaces for equipment using the 2048 kbit-based plesiochronous digital hierarchies DE/TM-3002" [27] ETS 300 167 (1993): "Tansmission and multiplexing [TM]; Functional characteristics of 2048 kbit/s Interfaces" [28] 89/336/EEC: "Directive of the Council dated May 3, 1989 for the adaptation of the member nations' legal provisions about electromagnetic compatibility" Page 5 Interconnection Contract with FirstMark Confidential [29] DIN VDE 0878, Part 1: "Radio interference suppression of telecommunication engineering systems and devices: Part 1 General provisions" [30] BAPT 212 TV 4: "Electromagnetic compatibility of telecommunication engineering facilities" [31] DIN IEC 721: "Classification of environmental classes - classes of factors: Stationary application, weather-sheltered" Page 6 Interconnection Contract with FirstMark Confidential 1.2 BIT RATE Feature: A bit rate of 2048 kbit/s is achieved with the ICAs (interconnection junction). Note: The bit rate tolerance depends on the accuracy of the clock at the network output, provided that the terminal equipment is synchronized with the network clock. 1.3 STRUCTURE Feature: The digital signals of 2048 kbit/s have a basic frame structure according to the ITU-T recommendation G.704, Section 2.3 [10]. One frame consists of 256 bit with the numbers 1 to 256. 16 frames each having the numbers 0 to 15 are united to one multiframe with 8 frames each forming one sub-multiframe. The bits 1 to 8 of each frame form a service channel in which a frame alignment word and a service word is alternately transferred. A CRC-4-signal is transferred in each sub-multiframe (please refer to section 1.11.3.4). The interface does not have any possibility of power supply for the facility connected. Page 7 Interconnection Contract with FirstMark Confidential 1.4 ELECTRICAL PROPERTIES 1.4.1 OUTPUT 1.4.1.1 Maximum jitter/wander at the network output Feature: The jitter/wander at the network output does not exceed the limits for the maximum output jitter described in table 1 according to ITU-T recommendation G.823 [17]. - -------------------------------------------------------------------------------- Bandwidth of the measuring filter Jitter at output - -------------------------------------------------------------------------------- lower cutoff frequency upper cutoff frequency output jitter (peak-peak) (high pass) (low pass) - -------------------------------------------------------------------------------- 20 Hz 100 kHz 1.1 UI - -------------------------------------------------------------------------------- 18 kHz 100 kHz 0.2 UI - -------------------------------------------------------------------------------- Table 1: Maximum jitter at network output 1.4.1.2 Signal coding Feature: The digital signal sent from the output is HDB3 coded according to the ITU-T recommendation G.703 [9] (please refer to section 1.10) with a frame structure according to ITU-T recommendation G.704 [10] (please refer to section 1.11). Page 8 Interconnection Contract with FirstMark Confidential 1.4.1.3 Pulse form Feature: The output pulse meets the features indicated in table 2 and figure 1 that are taken from the ITU-T recommendation G.703 [9]. - -------------------------------------------------------------------------------- pulse form (nominal rectangular) All pulse data must correspond to the mask (figure 1), irrespective of polarity - -------------------------------------------------------------------------------- pair(s) in each direction 1 symmetrical pair - -------------------------------------------------------------------------------- terminal resistance 120 (ohms), true - -------------------------------------------------------------------------------- nominal amplitude of each pulse 3 V - -------------------------------------------------------------------------------- peak voltage of a pulse separation 0 + 0.3 V - -------------------------------------------------------------------------------- nominal pulse duration 244 ns - -------------------------------------------------------------------------------- amplitude ratio of positive and negative 0.95 up to 1.05 pulses in the middle of the pulse interval - -------------------------------------------------------------------------------- duration ratio of positive and negative 0.95 up to 1.05 pulses in the nominal amplitude half - -------------------------------------------------------------------------------- Table 2: Signal form at the output Figure 1: Pulse mask for a 2048 kbit/s pulse Nominalimpuls = nominal pulse Page 9 Interconnection Contract with FirstMark Confidential 1.4.1.4 Clock accuracy of the output signal a. Normal operation Feature: In normal operation, the output signal is in synchronization with the clock of the telephone network (long-term tolerance less than/= 10^-11 according to ITU-T recommendation G.811 [14]; short-term tolerance less than/= 10^-9 according to ITU-T recommendation G.812 [15]). b. Failure Feature: If there is an AIS (alarm indication signal) at the network output, the clock accuracy is +/- 50 ppm. Note: In case of an ICAs failure, an AIS (alarm indication signal) is sent in the telephone network into the interfered direction by that device which detects the failure. In case of a bit error frequency of greater than/= 10^-3, operation of the ICAs can automatically be terminated and AIS can be sent. 1.4.1.5 Synchronization The clock information derived from the output signal are primary suitable for synchronization of the transmission direction of the FirstMark facility (clock loop). Usually, they are not suitable for synchronization of the FirstMark network (please refer to section 2.4). The network of FirstMark shall be operated plesiochronous to the telephone network of the Telekom. Both networks shall meet the clock accuracy according to ITU-T reocmmendation G.811 [14]. 1.4.1.6 Earth impedance Feature: At a sinusoidal testing voltage of U(eff) = 2 V and f = 10 Hz up to 1 MHz, the earth impedance of the output is >/= 1000 (ohms). Page 10 Interconnection Contract with FirstMark Confidential 1.4.1.7 Reflection loss at the output Feature: The reflection loss against an impedance of 120 (ohms) is greater than the values indicated in table 3 which have been taken from the prETS 300 166 [26]. - -------------------------------------------------------------------------------- Frequency range in kHz Reflection loss in dB - -------------------------------------------------------------------------------- 51 to 102 6 - -------------------------------------------------------------------------------- 102 to 3,072 8 - -------------------------------------------------------------------------------- Table 3: Minimum reflection loss at the output 1.4.1.8 Unbalance of output signal Within the scope of the present Interconnection Contract no requirements are made regarding an output signal unbalance. Note: Effects of the output signal unbalance come under the provision for electromagnetic compatibility [28]. 1.4.2 INPUT 1.4.2.1 Jitter / wander compatibility at the network input Feature: The ICAs works as described, if the input signal is phase-modulated with a filtered noise signal according to table 4. - -------------------------------------------------------------------------------- Bandwidth of the measuring filter Jitter at output - -------------------------------------------------------------------------------- lower cutoff frequency upper cutoff frequency input jitter (peak-peak) (high pass) (low pass) - -------------------------------------------------------------------------------- 40 Hz 100 kHz 0.11 UI - -------------------------------------------------------------------------------- Table 1: Jitter tolerance at network input 1.4.2.2 Signal coding Feature: At the input, HDB3 coded signals (according to ITU-T recommendation G.703 [9] in section 1.10) with a frame structure (please see section 1.11) are received error-free. 1.4.2.3 Reflection loss at the input Feature: The reflection loss against an impedance of 120 (ohms) at the interface is greater than the values indicated in table 5 which have been taken from the ITU-T recommendation G.703, section 6.3.3 [9]. Page 11 Interconnection Contract with FirstMark Confidential - -------------------------------------------------------------------------------- Frequency range in kHz Reflection loss in dB - -------------------------------------------------------------------------------- 51 to 102 12 - -------------------------------------------------------------------------------- 102 to 2,048 18 - -------------------------------------------------------------------------------- 2,048 to 3,072 14 - -------------------------------------------------------------------------------- Table 5: Minimum reflection loss at the input 1.4.2.4 Sensitivity of receiver Feature: An input signal with a bit rate of 2048 kbit/s which corresponds to the sections 1.4.1.2 and 1.4.1.3 and which has been changed by the characteristics of the installation cable, will be detected correctly, if the cable has the following characteristics: a) Attenuation according to the (square root)f-rule with a value from 0 to 6 dB at 1024 kHz, b) wave resistance of 120 (ohms) with a tolerance of +/- 20 % in the frequency range between 200 kHz and 1 MHz as well as +/- 10 % at 1 MHz. 1.4.2.5 Indifference to reflections To ensure a sufficient indifference to signal reflections that might occur at the interface as a result of mismatchings, the inputs are in conformity with the following features taken from the ITU-T recommendation G.703, section 6.3.4 [9]. Features: A useful signal coded in HDB3 (pulse form as in figure 1) is superimposed by an interfering signal; that interfering signal has the same pulse form as the useful signal and its bit rate is within the stipulated limits. However, the interfering signal is not synchronous with the useful signal. Superimposition is effected in a way that there is a signal-to-noise ratio of 18 dB and that the useful signal is not attenuated. The nominal output resistance of the overlay network is 120 (ohms). The binary content of the interfering signal is in accordance with the ITU-T recommendation O.151 [20] (quasi random sequence 2^15-1). 1.4.2.6 Admissible longitudinal voltages Feature: A useful signal superimposed by a longitudinal voltage (U(eff) = 2 V over a frequency range of 10 Hz to 30 MHz) will be received error-free. 1.4.2.7 Earth impedance Feature: At a sinusoidal testing voltage of U(eff) = 2 V and f = 10 Hz up to 1 MHz, the earth impedance of the input is >/= 1000 (ohms). Page 12 Interconnection Contract with FirstMark Confidential 1.5 SAFETY 1.5.1 GENERAL Feature: Under normal operating conditions, the accessible interface parts of the transmission route do meet the requirements of an SELV circuit according to EN 60 950 [21]. One of the two protective measures below are realized as a protection against interfering pulses: a) double or reinforced insulation according to EN 60 950, section 2.3.4 [21], b) basic insulation plus protective screen according to EN 60 950, section 2.3.5 [21]. Check: check is to be carried out according to EN 60 950, sections 2.3.4 and 2.3.5 [21]. 1.5.2 CONTACT CURRENT Feature: The contact current measured at the interface is less than/= 0.25 mA. 1.6 INTERFERING VOLTAGE INFLUENCE Overvoltage protection is realized according to the processes described in ETS 300 046, Part 5 [25] and stated below. Here are the criteria A and B for the overvoltage protection checks according to sections 1.6.1 up to 1.6.7 based on the definitions of the ITU-T recommendations, K-series: Criterion A: The network termination of the ICAs works within the limits determined for that system without: - having to reset the error protection devices; - having to make changes at the hardware components; - having to reload data, except those data that are described in the operating instructions as unprotected data, after the test. Criterion B: The tests must not be a danger of fire to the network termination. Page 13 Interconnection Contract with FirstMark Confidential 1.6.1 LONGITUDINAL VOLTAGE LEAD TO EARTH Feature: The network termination does correspond to criterion A after 10 pulses of form (1.2 (mu)s/50 (mu)s) with a maximum value of 1 kV at the interface of the transmission route. 1.6.2 CROSS VOLTAGE LEAD TO LEAD Feature: The network termination does correspond to criterion A after 10 pulses of form (1.2 (mu)s/50 (mu)s) with a maximum value of 250 V on the interface of the transmission route. 1.6.3 CHECK OF LONGITUDINAL VOLTAGE AT THE 230 V INTERFACE Feature: The 230 V interface of the network termination does meet criterion A after 10 pulses of form (10 (mu)s/700 (mu)s) with a maximum value of U(s) = 2.5 kV. 1.6.4 CHECK OF CROSS VOLTAGE AT THE 230 V INTERFACE Feature: The 230 V interface of the network termination does meet criterion A after 10 pulses of form (10 (mu)s/700 (mu)s) with a maximum value of U(s) = 2.5 kV. 1.6.5 PULSE TRANSFER FROM THE 230 V NETWORK (LONGITUDINAL VOLTAGE) Feature: There are less than 1 kV longitudinal voltage or 250 V cross voltage at the transmission route interface, if a pulse does exist at the 230 V interface of form (10 (mu)s/700 (mu)s) with a maximum value of U(s) = 2.5 kV as longitudinal voltage. 1.6.6 PULSE TRANSFER FROM THE 230 V NETWORK (CROSS VOLTAGE) Feature: There are less than 1 kV longitudinal voltage or 250 V cross voltage at the transmission route interface, if a pulse does exist at the 230 V interface of form (10 (mu)s/700 (mu)s) with a maximum value of U(s) = 2.5 kV as cross voltage. 1.6.7 CONVERSION FROM LONGITUDINAL TO CROSS VOLTAGE Feature: There are less than 250 V cross voltage at the transmission route interface, if a pulse does exist at the interface of form (1.2 (mu)s/50 (mu)s) with a maximum value of U(s) = 1 kV as longitudinal voltage - one of each polarity. Page 14 1.7 ELECTROMAGNETIC COMPATIBILITY The EMC law provisions according to the regulations 89/336/EEC and 92/31/EEC are to be observed. 1.8 CLIMATE CONDITIONS The network termination devices used are suitable to be operated in a climate according to ETS 300 019-1-3 [24], environmental class 3.1 (DIN IEC 721 [31]). Page 15 Interconnection Contract with FirstMark Confidential 1.9 MEASURING AND TESTING METHODS 1.9.1 GENERAL In this section we will deal with the basics of how to test the features stated in the present technical description. The order corresponds to that of the description of features. The following tests cannot be carried out on ICAs that are ready for operation: 1.9.3.2 and 1.9.3.4. This section describes the fundamental instructions for execution of such tests. Data of accuracy of the measuring instruments and measuring means are stated just for explanation and shall be regarded as reference values. The measuring devices to be used must be devices or groups of devices that can create the required releasing signal (stimulus) and that are able to take/evaluate the received signal from the interface. The proposed arrangements for measurements do not imply any specific design of the measuring devices or the use of special devices for conformity tests. The measurement arrangement must fulfill for each single check the conditions mentioned under ,,Connection/network termination, stimulus" and ,,Measurement/evaluation". 1.9.1.1 Device connection The checks are carried out at the defined network termination. That's the point where the features are offered. 1.9.1.2 Test methods One test can comprise more than one feature. The scope of each single check is defined under the heading ,,Purpose". 1.9.1.3 Sequence of checks The check must be carried out in the sequence stated below, for technical reasons: 1. bit errors and slip 2. jitter and delay time 3. connection characteristics Page 16 Interconnection Contract with FirstMark Confidential 1.9.2 JITTER AND WANDER Purpose: To check the jitter / wander compatibility at the network input and to measure the jitter at the network output. Arrangement: The measuring devices are connected at both ends of the transmission route. Each direction is checked separately (see figure 2). Figure 2: Jitter Me(beta)gerate = measuring device Verbindung = connection A = Ausgang = O = output E = Eingang = I = input Connection: Available. Stimulus: Two signals synchronized to the network clock, jittered according to section 1.4.2.1. Both signals must fulfill the provisions under section 1.11. Their useful signal is a quasi random sequence (2(15)-1). Measurem.: a) outpout jitter at remote end. b) useful signal at remote end. Results: a) The output jigger at the remote end shall correspond to description in section 1.4.1.1. b)There should not be any interference of the useful signal for at least one of ten measurements (of duration 10 s). Page 17 Interconnection Contract with FirstMark Confidential 1.9.3 CHECKING THE NETWORK TERMINATION 1.9.3.1 Additional information for execution of tests Descriptions of the checks are derived from the ETS 300 011 [23]. Checks are carried out without interfering the network termination or the transmission route. Note: Signal coding, sensitivity of receiver, indifference to reflections and admissible longitudinal voltages are checked by means of the CRC-4 method. 1.9.3.2 Signal coding at the network output Purpose: To check the correct signal coding at the ICAs network output. Arrangement: Figure 3: Checking the signal coding at the output Netzabschlu(beta)= network termination Messgerat = measuring device Uw im Netz der Telekom = Uw (transmission route) in the Telekom network A = Ausgang = O = output E = Eingang = I = input Termination: Ready for operation. Stimulus: The transmission route sends a bit stream including the sequences "0000""any even number of binary ,,1""0000" and "0000""any odd number of binary ,,1"""0000" that must be coded in HDB3 (see notes 1 and 2). Evaluation: Output bit stream for a sufficiently long period, allowing the transfer of 100 of the above mentioned bit patterns, plus the latency time for the error detection mechanism. Page 18 Interconnection Contract with FirstMark Confidential Results: The HDB3 coding must be free from errors. Note 1: ,,0" = pulse separation and,,1" = pulse for the HDB3 coder. Note 2: A quasi random sequence (e.g. 2^15-1) is acceptable, if the above mentioned bit patterns are included in the bit stream. 1.9.3.3 Pulse form at the network output Purpose: To check the pulse form at the network output. Arrangement: Figure 4: Measuring the pulse form at the output Netzabschlu(beta)= network termination Messgerat = measuring device Uw im Netz der Telekom = Uw (transmission route) in the Telekom network Abschlu(beta)widerstand = terminating impedance A = Ausgang = O = output E = Eingang = I = input Termination: Ready for operation. Stimulus: Not defined. Measurem.: - Pulses and pulse separations at the network output. - Form and amplitude of positive and negative pulses. - Amplitudes of the pulse separations. - Amplitude in the middle of the half nominal amplitude of positive and negative pulses. - Pulse duration at the half nominal amplitude (1.5 V) of positive and negative pulses. Results: Positive and negative pulses are within the mask of figure 1, provided that the nominal amplitude (U = 3 V) does correspond to 100 %. Page 19 The amplitude of a pulse separation is 0 V +/- 0.3 V. The ratio of the amplitudes of neighbouring positive and negative pulses is within a range of 0.95 to 1.05. The ratio of the pulse durations of neighbouring positive and negative pulses is within a range of 0.95 to 1.05. 1.9.3.4 Clock accuracy of AIS Purpose: To measure the clock accuracy of an AIS. Arrangement: Figure 5: Clock accuracy of an AIS. Netzabschlu(beta)= network termination Messgerat = measuring device Uw im Netz der Telekom = Uw (transmission route) in the Telekom network A = Ausgang = O = output E = Eingang = I = input Termination: Ready for operation. Stimulus: The Uw is in a condition that AIS is sent. Measurem.: Bit rate at the network output. Results: The bit rate of the output signal is within the limits of 2048 kbit/s +/- 50 ppm. Page 20 Interconnection Contract with FirstMark Confidential 1.9.3.5 Earth impedance Purpose: To check the earth impedance at the network input and output. Arrangement: Figure 6: Earth impedance Netzabschlu(beta) = network termination Generator = generator Uw im Netz der Telekom = Uw (transmission route) in the Telekom network A = Ausgang = O = output E = Eingang = I = input siehe Anmerkung = see note Note 1: The resistances R must be 60 (ohms) +/- 1 %. Their deviation among each other must be less than/= 0.1 %. Note 2: That point may be pin 3 or 6 at the port or the equivalent reference point of a hardwired connection. Figure 6: Earth impedance Termination: Ready for operation. Stimulus: Sinusoidal voltage; effective value of U(gen) = 2 V +/- 20 mV in the frequency range of 10 Hz to 1 MHz. Measurem.: Effective voltage value U(test). Results: Utest less than/= 19.2 mV Page 21 Interconnection Contract with FirstMark Confidential 1.9.3.6 Reflection loss at the network output Purpose: To measure the reflection loss against a terminating impedance of 120 (ohms). Arrangement: Figure 7: Reflection loss at the network output Netzabschlu(beta) = network termination Brucke = bridge Generator = generator Voltmeter = voltmeter Uw im Netz der Telekom = Uw (transmission route) in the Telekom network Abschlu(beta)widerstand = terminating impedance A = Ausgang = O = output E = Eingang = I = input Termination: Ready for operation. Stimulus: Sinusoidal voltage with an amplitude of 3 V at the network input and a frequency within the range of 51 to 3072 kHz. Measurem.: The voltage measured at the bridge against a terminating impedance of 120 (ohms). The bandwidth of the selective voltmeter must be less than/= 1 kHz. Results: The measured reflection loss must be greater than or equal to the values of table 6. - -------------------------------------------------------------------------------- frequency range in kHz reflection loss in dB - -------------------------------------------------------------------------------- 51 to 102 6 - -------------------------------------------------------------------------------- 102 to 3,072 8 - -------------------------------------------------------------------------------- Table 6: Reflection loss at the network output Page 22 Interconnection Contract with FirstMark Confidential Note: Characteristics of the generator and the voltmeter may vary, depending on the implementation of the bridge circuit. The total error of the arrangement must be less than/= 0.5 dB within the range of 10 to 20 dB. When connecting to a 120 (ohms) +/- 0.25 % resistance, the measured reflection loss of the bridge must be 20 dB higher than the limit values specified for that interface. 1.9.3.7 Admissible longitudinal voltage, HDB3 decoding and frame detection Purpose: To check the compatibility with longitudinal voltages at the network input as well as the correct detection of the HDB3 code and the receive frame. Arrangement: Figure 8: Admissible longitudinal voltage and HDB3 decoding Netzabschlu(beta)= network termination Messgerat = measuring device Generator = generator Uw im Netz der DTAG = Uw (transmission route) in the DTAG network T-Netzwerk = T-network A = Ausgang = O = output E = Eingang = I = input siehe Anmerkung = see note Note 1: That point may be pin 3 or 6 at the port or the equivalent reference point of a hardwired connection. Termination: Ready for operation, with the data received being returned to the output interface by creation of loops. Page 23 Interconnection Contract with FirstMark Confidential Stimulus: The output signal of the test devices is coded with a pulse form according to section 1.4.1.3. The bit stream is frame-structured and does contain in the service word the CRC-4 method according to section 1.11.3. In the service word bit 3 (RAI) is set to ,,0" and the bits 4 to 8 (Sa4 to Sa8) are set to ,,1". A quasi random sequence of (2^15-1) is inserted in bits 9 to 256 of a frame. The longitudinal voltage of UL = 2 V +/- 20 mV is checked in the frequency range of 10 Hz to 30 MHz. Evaluation: CRC-4 error messages at the output: - without longitudinal voltage, - with longitudinal voltage. Results: For at least one minute, no E-bit may be set to binary,,0". Note: The unbalance attenuation of the T-link must be >/= 30 dB. 1.9.3.8 Reflection loss at the network input Purpose: To measure the reflection loss against a terminating impedance of 120 (ohms). Arrangement: Figure 9: Measuring the reflection loss at the network input Netzabschlu(beta) = network termination Brucke = bridge Generator = generator Voltmeter = voltmeter Uw im Netz der Telekom = Uw (transmission route) in the Telekom network Abschlu(beta)widerstand = terminating impedance A = Ausgang = O = output E = Eingang = I = input Termination: Ready for operation. Page 24 Interconnection Contract with FirstMark Confidential Stimulus: Sinusoidal voltage with an amplitude of 3 V at the network input in the frequency range of 51 to 3072 kHz. Measurem.: The voltage measured at the bridge against a terminating impedance of 120 (ohms). The bandwidth of the selective voltmeter must be less than/= 1 kHz. Results: The measured reflection loss must be greater than or equal to the values of table 7. - -------------------------------------------------------------------------------- frequency range in kHz reflection loss in dB - -------------------------------------------------------------------------------- 51 to 102 12 - -------------------------------------------------------------------------------- 102 to 2,048 18 - -------------------------------------------------------------------------------- 2,048 to 3,072 14 - -------------------------------------------------------------------------------- Table 7: Reflection loss at the network input Note: Characteristics of the generator and the voltmeter may vary, depending on the implementation of the bridge circuit. The total error of the arrangement must be less than/= 0.5 dB within the range of 10 to 20 dB. When connecting to a 120 (ohms) +/- 0.25 % resistance, the measured reflection loss of the bridge must be 20 dB higher than the limit values specified for that interface. Page 25 Interconnection Contract with FirstMark Confidential 1.9.3.9 Sensitivity of receiver and indifference to reflections Purpose: To check the sensitivity of receiver with a cable attenuation of 6 dB and an input signal which is superimposed by an interfering signal. Arrangement: Figure 10: Indifference to reflections Netzabschlu(beta)= network termination Messgerat = measuring device Kabelsimulator = cable simulator Kopplungsnetzwerk = coupling network Patterngenerator = pattern generator Uw im Netz der Telekom = Uw (transmission route) in the Telekom network A = Ausgang = O = output E = Eingang = I = input A useful signal coded in HDB3 is superimposed by an interfering signal; that interfering signal has the same pulse form as the useful signal and its bit rate is within the stipulated limits (2048 kbit/s +/- 50 ppm). However, the interfering signal is not synchronous with the useful signal. Superimposition is effected in a way that there is a signal-to-noise ratio of 18 dB and that the useful signal is not attenuated. The nominal output resistance of the overlay network is 120 (ohms). The binary content of the interfering signal is in accordance with the ITU-T recommendation O.151 [20] (quasi random sequence 2^15-1). The cable simulator has an attenuation of 6 dB at 1024 kHz as well as a frequency-dependent attenuation course according to the (square root)f-rule in the frequency range of 0.1 to 10 MHz. Page 26 Interconnection Contract with FirstMark Confidential Interface conformity is checked under the following conditions: - with cable simulator and without superimposed interfering signal, - without cable simulator and with superimposed interfering signal, - with cable simulator and with superimposed interfering signal Check is carried out with both polarities at the network input. Termination: Ready for operation. Stimulus: The output signal of the test devices is coded with a pulse form according to section 1.4.1.3 HDB3. The bit stream is frame-structured and does contain in the service word the CRC-4 method according to section 1.11. In the service word bit 3 (RAI) is set to ,,0" and the bits 4 to 8 (Sa4 to Sa8) are set to ,,1". A quasi random sequence of (2^15-1) is inserted in bits 9 to 256 of a frame. The interfering signal of the bit pattern generator is coded with a pulse form according to section 1.4.1.3 HDB3. The binary content is a quasi random sequence (2(15)-1). The bit rate is 2048 kbit/s +/- 50 ppm. The interfering signal must not be synchronous with the useful signal. Evaluation: CRC-4 error messages at the network output. Results: For at least one minute, no E-bit may be set to binary,,0". 1.10 DEFINITION OF THE HDB3 CODE 1.10.1 GENERAL This annex describes a modified AMI code (HDB3) according to ITU-T recommendation G.703, Annex A [9]. In that code, binary ,,1" are presented by alternating positive and negative pulses and binary ,,0" by pulse separations. Exceptions may exist, if sequences of several consecutive zeros are included in the binary signal. In the following definition, B presents a pulse according to AMI rule and V presents a pulse with coding law violation. Page 27 Interconnection Contract with FirstMark Confidential 1.10.2 DEFINITIONS Each block consisting of four consecutive zeros is replaced by 000V or B00V. Choice between 000V or B00V is made in a way that the number of B-pulses between consecutive V-pulses is odd. That means that consecutive V-pulses are of alternating polarity so that there is no DC portion. 1.11 FRAME STRUCTURE 1.11.1 FRAME LENGTH The frame length is 256 bit, numbered from 1 to 256. The frame frequency is 8000 Hz. 1.11.2 ALLOCATION OF BITS 1 TO 8 Table 8 shows the allocation of bits 1 to 8 of each frame. - -------------------------------------------------------------------------------- Bit no. Frame alignment signal Service word - -------------------------------------------------------------------------------- 1 (see table 9) (see table 9) - -------------------------------------------------------------------------------- 2 0 1 - -------------------------------------------------------------------------------- 3 0 A(1) - -------------------------------------------------------------------------------- 4 1 Sa4(2) - -------------------------------------------------------------------------------- 5 1 Sa5(2) - -------------------------------------------------------------------------------- 6 0 Sa6(2) - -------------------------------------------------------------------------------- 7 1 Sa7(2) - -------------------------------------------------------------------------------- 8 1 Sa8(2) - -------------------------------------------------------------------------------- 1) A = RAI signal. To be set to 0 in smooth operation, and to 1 in alarm condition. 2) Bits Sa4 to Sa8 are available to the network operator. Their value at the network termination of a transmission route is not defined. Table 8: Allocation of bits 1 to 8 Page 28 Interconnection Contract with FirstMark Confidential 1.11.3 DESCRIPTION OF THE CRC-4 METHOD 1.11.3.1 General The allocation of the CRC-4 bits for a complete CRC-4 multiframe can be seen from table 9. Each CRC-4 multiframe consists of 16 frames, numbered from 0 to 15. It consists of two sub-multiframes (SMF I and SMF II), each having 8 frames. One sub-multiframe is the block size of the cyclic redundancy check 4 (CRC-4), i.e. 2048 bit. In the frame alignment signal, bit 1 is used to transfer the CRC-4 bits. Those 4 bits are concerned that are named in each sub-multiframe as C1, C2, C3 and C4. In the service words, bit 1 is used to transfer the multiframe alignment signal consisting of 6 bits and the two E-bits for the CRC-4 error display. The multiframe alignment signal has the form 001011. The E-bits are set to ,,0" until the frame and multiframe synchronization is created. Afterwards, they report the result of the CRC-4 signature comparison. E="1": error-free CRC-4 signature comparison. E="0": faulty CRC-4 signature comparison. The delay between the receipt of a faulty sub-multiframe and the message of a CRC-4 error (E="0") is less than 1 second. - -------------------------------------------------------------------------------- Sub-multiframe Frame Bit 1 - -------------------------------------------------------------------------------- 0 C(1) 1 0 2 C(2) 3 0 SMF I 4 C(3) 5 1 Multiframe 6 C(4) 7 0 ------------------------------------------------------------ 8 C(1) 9 1 10 C(2) SMF II 11 1 12 C(3) 13 E 14 C(4) 15 E - -------------------------------------------------------------------------------- Table 9: Allocation of bit 1 in time slot 0 Page 29 Interconnection Contract with FirstMark Confidential 1.11.3.2 CRC-4 method A signature of 4 bit is created from a data block of 8 frames (2048 bit, corresponding exactly to a sub-multiframe) and transferred in the next sub-multiframe. The operation required to create the signature corresponds mathematically to a multiplication with subsequent division. To do so, the data block is regarded as polynomial in x, the coefficients of which can have the value 0 or 1; the first bit corresponds to the coefficient of the highest power in x. First, the block is multiplied by x^4 and then divided by the polynomial x^4+x+1 (all operations modulo 2). The remaining division rest forms the 4-bit signature C(1) C(2) C(3) C(4) with C(1) being the most significant bit. 1.11.3.3 Coding regulation The CRC-4 signature C(1) C(2) C(3) C(4) is to be calculated as follows: a) For one sub-multiframe, the bits C(1) C(2) C(3) and C(4) are first set to binary,,0". b) Then the multiplication-division operation is carried out for that sub-multiframe according to section, and the 4-bit signature is saved. c) That signature C(1) C(2) C(3) C(4) is then inserted in the following sub-multiframe at the positions indicated in table 9. Note: The signature created that way does not have any influence on the result of the multiplication-division operation in the next sub-multiframe, because - as shown under a) - the bits C(1) C(2) C(3) and C(4) are first set to 0 during the multiplication-division operation. 1.11.3.4 CRC-4 signature comparison CRC-4 signature comparisons are executed in case of frame and multiframe synchronism. a) For a received sub-multiframe, the multiplication-division operation is carried out according to section 1.11.3.2, 1.11.3.3, after having set the bits C(1) C(2) C(3) and C(4) to binary ,,0". b) The 4-bit signature calculated that way is saved and compared with that signature received in the following sub-multiframe position by position. c) Only if all positions are concurring, the block is reported to be free from errors. Otherwise, the block does contain one or more errors. Page 30 Interconnection Contract with FirstMark Confidential 1.11.3.5 RAI signal The RAI signal shows that the return direction of the user-network interface is not available. The RAI signal is sent in transmission route direction, when the section network output - EE - input is not available. It is sent in EE direction, when the section EE output - networt input is not available. The RAI signal is coded in bit A, i.e. bit 3 of the service word. RAI existing: A-bit is set to,,1" RAI not existing: A-bit is set to,,0" Note: The RAI signal shows the loss of transmission capability in return direction. It is used to signal - a signal breakdown or - the loss of a frame or - fatal CRC-4 errors. 1.12 LOSS OF FRAME ALIGNMENT 1.12.1 DEFINITIONS The frame alignment is considered to be lost, if: a) three consecutive incorrect frame alignment signals have been received; b) the multiframe alignment signal was not detected within 100 to 500 ms after frame alignment; c) 915 or more blocks of 1000 consecutive CRC-4 blocks have been received with errors. The frame alignment is considered to be lost as well, if bit 2 of the service word has been received with errors three consecutive times. Page 31 Interconnection Contract with FirstMark Confidential 2 TRANSMISSION PLAN 2.1 GENERAL The transmission characteristics of the telecommunication networks involved decide upon the quality of a service (for example voice telephone service). For international links, the relevant ITU-T recommendations stipulate the quality-decisive parameters and their division into national and international sections of a link. For the Telekom telephone network, the transmission plan (FTZ * rule 1 TR 800 transmission plan) was created based on the ITU-T recommendations of the G.100 series [1], [2], [3], [4], [5], [6], [7] and [8]. The transmission quality end to end is considerably determined by the characteristics of the terminal equipment at the customer. However, these characteristics are beyond influence of the contract parties. The reference point to the customer of the connection is defined: NTA for analog and NT for digital network access. 2.2 RESPONSIBILITY Each contract party guarantees to meet the quality-decisive parameters indicated under 2.3 within his telephone network including the network limits. 2.3 QUALITY-DECISIVE PARAMETERS Here are the most important parameters of an overall connection: o reference equivalent (OLR, SLR, RLR), o delay time, o echos and stability, o quantization distortions, o coding procedures, o attenuation distortions, o group delay distortions, o noises (basic noise, impulsive noise), o sidetone, o bit errors, o crosstalk and o clock (network synchronization strategy). All these parameters are to be taken into consideration for quality. - ---------- * FTZ = TELECOMMUNICATIONS ENGINEERING AUTHORITY OF THE F.R.G. Page 32 Interconnection Contract with FirstMark Confidential 2.3.1 LOUDNESS RATING (LR) The loudness rating is a measure for the volume difference between a telephone communication or parts thereof and a reference system stipulated by the ITU-T. The loudness rating is measured as ,,loudness rating" according to the ITU-T recommendation P.79. As for the connected terminal equipment, the values indicated in the respective admission regulations are assumed for the loudness rating. 2.3.1.1 Overall loudness rating (OLR) For the overall loudness rating, a traffic-weighted average of OLR = 8 to 21 dB and a maximum value of 29 dB is recommended according to ITU-T recommendation G.111 [1]. 2.3.1.2 Send loudness rating (SLR) The send loudness rating for the national section is: SLR = 7 to 14 dB and the maximum value is 16.5 dB. 2.3.1.3 Receive loudness rating (RLR) The receive loudness rating for the national section is: RLR = 2 to 9 dB and the maximum value is 12.5 dB. For the values in section 2.3.1.2 and 2.3.1.3, an SLR of 4 dB and an RLR of 8 dB for analog terminal equipment and an SLR of 7 dB and an RLR of 3 dB for digital terminal equipment is assumed. 2.3.2 LOUDNESS RATINGS AT THE TRANSITION TO OTHER NETWORKS (E.G. D1, D2, E-PLUS, ...) The conditions according to section 2.3.1.1, 2.3.1.2 and 2.3.1.3 should be met, if possible. Page 33 Interconnection Contract with FirstMark Confidential 2.3.3 DELAY TIME 2.3.3.1 Delay time of network components For the transmission and exchange equipment used in the telephone network, the delay times indicated in the ITU-T recommendation G.114 [3] are valid. For further information on the delay time, please see the ETSI ETR 275. 2.3.3.2 Total delay time As for connections within the telephone network, one should try to do without echo controlling measures. Figure 11: Distribution of delay times with interconnection links 2.3.4 TALKER ECHO LOUDNESS RATING (TELR) The conditions of figure 1 in G.131 [7] ,,Talker echo as function of delay time" are to be met. TELR = SLR + RLR + Le Le = R + T + Lr Lr = weighted average of the transhybrid loss 2.3.5 STABILITY The conditions of ITU-T recommendation G.122 [6] are met by the telephone network. Page 34 Interconnection Contract with FirstMark Confidential 2.3.6 QUANTIZATION DISTORTIONS Division of the QDU in the Telekom telephone network is fixed as follows: o access network 5 QDU o connection network 0 QDU o International connecting point 7 QDU 2.3.7 CODING PROCEDURES The analog-digital conversion is executed according to A-rule of the ITU-T recommendation G.711 [12]. 2.3.8 ATTENUATION DISTORTIONS The transmission equipment used in the telephone network does meet the conditions of the ITU-T recommendation G.713 [13]. The exchange equipment used in the telephone network does meet the conditions of the ITU-T recommendation Q.551 to Q.554. 2.3.9 GROUP DELAY DISTORTIONS The transmission equipment used in the telephone network does meet the conditions of the ITU-T recommendation G.713 [13]. The exchange equipment used in the telephone network does meet the conditions of the ITU-T recommendation Q.551 to Q.554. 2.3.10 NOISES (BASIC NOISE, IMPULSIVE NOISE) The transmission equipment used in the telephone network does meet the conditions of the ITU-T recommendation G.713 [13]. The exchange equipment used in the telephone network does meet the conditions of the ITU-T recommendation Q.551 to Q.554. 2.3.11 SIDETONE For planning purposes, an STMR for telephones of 7 dB is assumed. Page 35 Interconnection Contract with FirstMark Confidential 2.3.12 BIT ERRORS The error behavior of the telephone network is planned on the basis of the ITU-T recommendation G.822 [16], G.826 [18]. 2.3.13 CROSSTALK The transmission equipment used in the telephone network does meet the conditions of the ITU-T recommendation G.713 [13]. The exchange equipment used in the telephone network/ISDN does meet the conditions of the ITU-T recommendation Q.551 to Q.554. 2.4 CLOCK (NETWORK SYNCHRONIZATION STRATEGY) The network of FirstMark shall be operated plesiochronous to the telephone network of the Telekom. Both networks shall meet the clock accuracy according to ITU-T reocmmendation G.811 [14] (please see section 1.4.1.5). 2.5 TRANSMISSION LEVEL Since the ICAs forms a digital interface, each level can be sent within the dynamic range of the coding law. An absolute level of + 3.14 dBm is assigned to the overload point. The digital interface does correspond to a 0-dBr-point with the relative level 0 dBr. A test signal according to ITU-T recommendation G.711 [12] generates after the digital-analog conversion an absolute level of 0 dBm. In order to optimally drive the technical facilities used in telecommunication networks, as e.g. echo cancelers (EC), digital circuit multiplication equipment (DCME) and the like, the mean maximum transmission level is fixed to -15 dBm0, measured according to ITU-T recommendation P.56. Page 36 Interconnection Contract with FirstMark Confidential 3 INSTALLATION 3.1 TERMINATION EQUIPMENT The termination equipment for realization of the interchange point may vary, depending on the number of ICAs. 3.1.1 NETWORK TERMINATION (NT) With a quantity of up to eight connections, screw joints and snap-in connections are provided at the network termination (NT) as termination equipment at the ICAs, (figure 3.1.1 Network interface / termination equipment). Allocation of the terminals at the NT can be learnt from the special description/caption enclosed to the ICAs. Figure 3.1.1: Network interface / termination equipment zum 230-V-Netz = to the 230 V net Netzabschlu(beta) = network termination Enrichtung des IC-Partners = IC partner's facility Netz der DTAG = DTAG network A = Ausgang = O = output E = Eingang = I = input 3.1.2 DS2 DISTRIBUTOR From eight connections on, the termination equipment is realized at the DS2VT, bottom half (please compare figure 3.1.2). Page 37 Interconnection Contract with FirstMark Confidential As for the connection between network termination and DS2Vt, bottom half, the characteristics of the installation cable are to be considered. Allocation of the pins at the DS2Vt can be learnt from the special description/caption enclosed to the ICAs. Figure 3.1.2: DS2 distribution frame Platz = place obere Halfte = upper half untere Halfte = bottom half 8-teilige Wrapp-Platte mit Erdungsblech = eight-part wrap plate with earthing sheet Rangierfeld = jumpering panel When shortening the distributor to 2.20 m, the upper half will be restricted so that there is space for only 9 wrap plates. Page 38 Interconnection Contract with FirstMark Confidential 3.1.3 INFRASTRUCTURE (SWITCHGEARS, SWITCHING EQUIPMENT) The switching device used at present for the DS2Vt to switch interexchange trunks is only the wrap plate, type 3, eight-row with earthing sheet. Other solutions are under development or in the test phase (for example the IDC method of termination). The following switching equipment is required: o wrap plate type 3 Telekom-MatNo.: 10023600 model number Alcatel: 38 923 21 021 model number Siemens: S42025-P122-A2 o wrap plug, 3-pole Telekom-MatNo.: 10023600 model number Alcatel: 97 243 21 211 model number Siemens: C42393-A32-A8 o cross connect S-02Ys(St) Y1x2x0.4/1.0 Telekom-MatNo.: 40 144 088 Manufacturer: Alcatel, FMGM 3.2 INTERCONNECTION JUNCTION (,,CUSTOMER SITED" DESIGN) To install the technical equipment for realization of the interchange point [transmission equipment (PDH or SDH) including NTPM and DS2Vt], a dry, frost-free, well accessible room is needed. As for the room size, one has to be pay attention that besides the installation area there is still enough space for measuring and repair work. The necessary ceiling height is 2.90 m. There might be exceptional cases where 2.50 m can be allowed, however, in such a case, smaller DS2Vt frames with a slightly increased demand in area must be used. Page 39 Interconnection Contract with FirstMark Confidential The climatic conditions according to ETS 300 019 - B, environmental class 3.1 (DIN IEC 721) are to be provided for the technical equipment to be used. Here are the electrical supplies that are to be provided: o telecommunication power system: direct voltage 48 V or 60 V uninterruptable or o alternating voltage 230 V uninterruptable. o low voltage supply: alternating voltage 230 V, 3 kVA. Note: The ICAs availability is therefore also dependent on these power systems. For the earth connection of the metal construction, a protective earth conductor of at least 35 mm(2) is to be made available. The technical equipment and switching devices (frames, cable racks etc.) needed for realization of the interchange point are provided by the Telekom. FirstMark is responsible to equip the upper DS2Vt terminal field (FirstMark side) with wrap distributor units. The borderline of the spheres of responsibility is the interchange point (bottom DS2Vt terminal field). Area requirements and the dissipation power for the Telekom technique can be seen in table 3.2.1.4. Page 40 Interconnection Contract with FirstMark Confidential 3.2.1 POSSIBLE INSTALLATION VARIANTS 3.2.1.1 Installation in room Dimensions in mm 3.2.1.2 Installation at wall, variant 1 Dimensions in mm Page 41 Interconnection Contract with FirstMark Confidential 3.2.1.3 Installation at wall, variant 2 Dimensions in mm 3.2.1.4 Table - -------------------------------------------------------------------------------- Number of Required Estimated area requirement in Dissipation ICAs length of m^2 for variant power approx. frame row approx. - -------------------------------------------------------------------------------- in mm variant 1 variant 2 variant 3 in W - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 - 28 1440 -- 2.5 -- 120 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 29 - 56 2040 7.0 3.0 -- 240 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 57 - 84 2880 8.5 4.5 4.0 360 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 85 - 112 3480 9.5 5.0 4.0 480 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 113 - 140 4320 10.5 6.5 5.5 600 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 141 - 168 4920 10.5 7.0 5.5 720 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 169 - 196 6360 12.5 9.0 7.5 840 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 197 - 244 6960 14.0 10.0 10.0 1050 - -------------------------------------------------------------------------------- Page 42 Interconnection Contract with FirstMark Confidential 3.3 INTERCONNECTION JUNCTION (,,PHYSICAL CO-LOCATION" DESIGN) The equipment for realization of the interchange point for the ICAs (,,Physical co-location" design) in the collocation room consists of DS2Vt and NTPM. In addition, the FirstMark transmission equipment is installed in the collocation room, too. The technical equipment and the switching devices (frames, cable racks etc.) needed for realization of the interchange point are provided by the Telekom. FirstMark is responsible to equip the upper DS2Vt terminal field (FirstMark side) with wrap distributor units. The borderline of the spheres of responsibility is the interchange point (bottom DS2Vt terminal field). A direct voltage of 48 to 60 V is usually provided to operate the ICAs ,,Physical co-location" design. Area requirements and the dissipation power for the Telekom technique can be seen in table 3.3.1.3. 3.3.1 POSSIBLE INSTALLATION VARIANTS 3.3.1.1 Installation at wall, variant 1 Dimensions in mm Page 43 Interconnection Contract with FirstMark Confidential 3.3.1.2 Installation at wall, variant 2 Dimensions in mm 3.3.1.3 Table
- ------------------------------------------------------------------------------------------------------ Number of ICAs Required frame row (FirstMark Sum Installation Dissipation estimated) approx. variant power approx. for - ------------------------------------------------------------------------------------------------------ FirstMark (UT) Telekom (NT+Vt) Telekom in mm in mm technical equipment in W - ------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------ 1 - 28 600 840 1440 1 100 - ------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------ 29 - 56 1200 1440 2640 1 or 2 200 - ------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------ 57 - 84 1200 2160 3360 1 or 2 300 - ------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------ 85 - 112 1200 2760 3960 2 400 - ------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------ 113 - 140 1800 3360 5160 2 450 - ------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------ 141 - 168 1800 4080 5880 2 550 - ------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------ 169 - 196 1800 4680 6480 2 600 - ------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------ 197 - 244 1800 5400 7200 2 750 - ------------------------------------------------------------------------------------------------------
Page 44 Interconnection Contract with FirstMark Confidential 4 SIGNALLING / PROTOCOLS The technical realization of the network interconnection is made on the basis of recommendations and specifications of the AKNN (working team ,,Technical and operating questions of numbering and network interconnection"). 4.1 SIGNALLING SYSTEM NO. 7 The technical realization of the network interconnection is made on the basis of the reference document ,,Signalling in the ZZN7", version 3.0.0, state: 08.09.1998, published by the AKNN sub working group for Signalling. In addition to that, the following stipulations apply: The following chapters of the Interface Agreement of version 3.0.0 will not be applied (will not be agreed upon): Chapter 4.3.1.2; para. 2.N.2: Carrier Selection Chapter 4.3.1.2; para. 2.N.3: Multi carrier environment Chapter 4.3.1.3; para. 3.1 Parameter names: Carrier Selection Multi carrier environment Chapter 4.3.1.3; para. 3.N.2: Carrier Selection Chapter 4.3.1.3; para. 3.N.3: Multi carrier environment Chapter 4.3.1.3; para. 4. IAM: Carrier Selection Multi carrier environment Chapter 4.3.1.4; para. 2.17 Use of carrier selection (N) including the related paragraphs 2.17.1, 2.17.2 and 2.17.3 Chapter 4.3.1.4; para. 2.19 Use of multi carrier environment parameter (MCE) including the related paragraphs 2.19.1, 2.19.2 and 2.19.3 Page 45 Interconnection Contract with FirstMark Confidential 4.1.1 ISUP SIGNALLING VERSION Basis for the signalling protocols is the ISUP, version 2. In addition, protocol elements of the ISUP version 3 are used. 4.1.2 TRANSIT The term ,,Transit" means here the transfer of basic channel traffic to another network, and not the transparent transfer of additional information. Each signalling traffic of the FirstMark network which is passing the Telekom network, is subject to the interworking between the ZZN7 protocol variants and the Telekom protocol variants. 4.1.3 SUPPLEMENTARY SERVICES The reference document ,,Signalling in the ZZN7", version 3.0.0, state: 08.09.1998, describes the technical prerequisites for the support of the ISDN features. These are to be supported on the FirstMark - Telekom interface only to that extent as indicated in Part 2 and 3 of the ENCLOSURE C - SERVICE PORTFOLIO. 4.1.4 HOW TO TREAT NEW MESSAGES AND PARAMETERS Due to the further developments of the international basic specifications or extensions according to the reference document ,,Signalling in the ZZN7" in the version mentioned above, it is possible to send new messages and parameters to other network providers, under consideration of the compatibility procedure of the ISUP version 2. The receiving gateway system shall treat the information in conformity with the ISUP version 2 compatibility information. The use of new signalling information for the first time is subject to the regulations of the inter-operability test procedure according to ANNEX C - TEST. 4.1.5 PROCEDURE FOR PROVISION OF THE CODED DIAL NUMBERS Differing from the provision procedure for the coded dial numbers mentioned in Annex 5 (emergency call concept) of the reference document, the procedure described in Part 2 and 3 of ENCLOSURE C - SERVICE PORTFOLIO will be applied to provide these codings. Page 46 Interconnection Contract with FirstMark Confidential 4.2 SIGNALLING INTERMEDIATE NETWORK In the following, the basics for the access to the national ZGS no. 7 networks will be determined. This interface is called signalling intermediate network (ZZN7). The reference document involved is the document ,,Network concept of the signalling intermediate network (ZZN7)", version 1.0.0, state: 31.03.1997. In addition to that, the following stipulations apply: 4.2.1 GENERAL 4.2.1.1 Object Here are bilateral stipulations for the interconnection of the ZGS no. 7 networks of the Telekom and FirstMark that complete the principles of the above mentioned reference document. There might be differences between the design of the ZZN7 and the basic channel network in the following stipulations for the signalling intermediate network, because in the present chapter ,,Signalling intermediate network" simplistic presentations of the basic channel structure have been chosen. As for the basic channel network design, the special regulations and agreements within the scope of planning arrangements and orders do apply which are not cancelled by the simplification of this chapter (ZZN7). 4.2.1.2 Responsibility The bilateral details for the ZZN7 network concept are planned by the Telekom in cooperation with FirstMark, comprising determinations - - for the network configuration in the ZZN7, - - for naming of the signalling points (SP), - - for dimensioning of the signalling linksets (LS), - - for the routing rules for the ZZN7, - - for the traffic measurement requirements. Page 47 Interconnection Contract with FirstMark Confidential 4.2.1.3 Area of applicability The determinations are to be observed by all contract partners' employees involved in the design and planning of the ZZN7. 4.2.1.4 Further development Changes may become necessary, either for technical or for organizational reasons, the cause of which lies in the networks of the Telekom or FirstMark. Adaptations are done in mutual agreement between the contract parties under consideration of the above mentioned reference document. 4.2.2 NETWORK DESIGN 4.2.2.1 Routing of the signalling channels in a DSV2 With a quasi-associated signalling via signalling transfer points (STP), the time slots to be used for the signalling channels (ZZK) of a DSV2 can be agreed upon freely. The signalling channels (ZZK) of a signalling linkset (LS) are routed with an associated signalling (please see section 4.2.4.3) preferably in the 16th time slot of a DSV2. 4.2.2.2 SEP/STP function 4.2.2.2.1 General On agreement between the Telekom and FirstMark, it is generally possible to provide more than two gateway STP. 4.2.2.2.2 Telekom gateway systems The Telekom provides gateway systems with STP function and gateway systems with SEP function. The gateway SEP of the Telekom are hereinafter called GW (Telekom) or VE:N. The gateway STP of the Telekom are hereinafter called GW-STP (Telekom). They might be provided as standalone-STP or as gateway with integrated STP function. Page 48 Interconnection Contract with FirstMark Confidential 4.2.2.2.3 FirstMark gateway systems If only one gateway system of FirstMark is connected, this system does only have SEP function. The SEP must support quasi-associated signalling. If two gateway systems are connected, both systems have STP and SEP function. From three gateway systems on, FirstMark provides two gateway STP. They might be provided as standalone-STP or as gateway with integrated STP function. The gateway SEP of FirstMark are hereinafter called GW (IC-P). The gateway STP of FirstMark are hereinafter called GW-STP (IC-P). 4.2.2.3 Network structure of the ZZN7 ICAs are switched between the gateway systems of the Telekom and FirstMark. The ZZK are routed in the ICAs and are an integrated part of the ICAs, independent of their number and routing. The gateway-STP of the respective network provider must reach all gateway systems participating in the network interconnection; a corresponding way is indicated in their routing table. Figure 2-1 illustrates the network structure of the ZZN7. Only the possible LS of the ZZN7 between the gateway systems of the Telekom and FirstMark are shown. The other connections of the gateway systems are not relevant here. Figure Page 49 Interconnection Contract with FirstMark Confidential Figure 2-1: Network structure of the ZZN7 between the Telekom and FirstMark (example of possible LS) Signalling for the interconnection between the Telekom and FirstMark depends on the service portfolio as well as on the technical and network-relevant marginal conditions. As for ISDN features that require the SCCP, a connection to STP/SPR of the Telekom is necessary. The VE:N of the Telekom do not have any STP/SPR function. Signalling for the ISUP traffic is always quasi-associated; central signalling channels (ZZK) are connected between a GW-STP pair of the Telekom and a GW-STP pair of FirstMark. Both Telekom and FirstMark support each of their GW systems on two GW-STP, each, that form one STP pair. In case only one gateway system by FirstMark is to be connected, that GW (IC-P) will be connected to two GW-STP (Telekom), due to reasons of availability. For routing of the ZZK in the ICAs of a network interworking, the LS should be realized in path diversity. 4.2.2.4 Management of the unknown signalling point codes Unknown signalling point codes (SPC) are those SPC which are not assigned yet in the numbering plan of the ZZN7 or which are not relevant for a ZGS no. 7 network provider. The contract parties will manage the unknown SPC according to requirements on the ZZN7 safety described in the above mentioned reference document. 4.2.3 DIMENSIONING 1) Load value: The main criterion for dimensioning is the load value of 0.2 erlang per ZZK. If the load value is regularly reached or exceeded, further ZZK should be installed for capacity reasons. For reasons of availability, signalling relations should always be serviced with more than only one ZZK. For an increase in the number of ZZK of an LS, the following does apply: Page 50 Interconnection Contract with FirstMark Confidential For reasons of load sharing, the number of the ZZK is to be doubled each, when enhancing the LS by further ZZK. Page 51 Interconnection Contract with FirstMark Confidential 2) Path diversity: If an LS does consist of more than one ZZK, that LS has to be realized in path diversity, for reasons of availability. The ZZK will then be distributed on the separate paths. 3) Associated ZZK: To relief the STP and to increase the availability, associated ZZK might be connected for highly utilized basic channel traffic relations between a GW (IC-P) and a GW (Telekom), if the number of ICAs to be controlled is as follows and if there is a load value of at least 0.1 erlang per ZZK after connecting them: - -------------------------------------------------------------------------------- up to 30 ICAs to be controlled no associated ZZK; quasi-associated signalling via the STP - -------------------------------------------------------------------------------- with the 31. and 32. ICAs to be controlled 1. and 2. associated ZZK between the GW; quasi-associated alternative route via the STP - -------------------------------------------------------------------------------- with the 61. and 62. ICAs to be controlled 3. and 4. associated ZZK between the GW; quasi-associated alternative route via the STP - -------------------------------------------------------------------------------- 4) Basis for plannings / initial value: Determination for the dimensioning of the first interconnection realization: As for the settlement of the ISUP traffic, 30 ICAs (2Mbit systems) with one ZZK are regarded as controllable, provided that the load value is met. 4.2.4 MTP ROUTING 4.2.4.1 General The following does apply in addition to the MTP routing basics of the reference document: Regarding the bilateral ZZN7 network planning and network configuration, the bidirectionality shall be observed. Page 52 Interconnection Contract with FirstMark Confidential 4.2.4.2 Routing between GW (IC-P) and VE:N 1) quasi-associated signalling The occurring MTP messages between GW (IC-P) and VE:N (and vice versa) are routed quasi-associated via the GW-STP. To ensure a uniform STP utilization, a dynamic load sharing (loadsharing between linksets) is aimed at. 2) associated signalling with quasi-associated alternate route The occurring MTP messages between GW (IC-P) and VE:N (and vice versa) are routed as normal route on the direct LS. Messages that are not determined for the opposite destination, are not routed via the direct LS. Alternative routes used are the LS to the corresponding STP. 4.2.4.3 Routing between the GW-STP On an LS between a GW-STP (IC-P) and a GW-STP (Telekom) only those messages are routed, the destination point codes (DCP) and originating point codes (OPC) of which belong to Telekom or to FirstMark. 4.2.4.4 Routing between gateway systems with SCCP function The Telekom provides the SCCP relay function in central nodes. The destination point code (DPC) for these messages does correspond to that of the respective gateway with SCCP function (GW-SCCP). To support SCCP functions, additional bilateral arrangements are necessary for the use of the MTP routing between gateway systems. 4.2.4.5 Signalling network management The signalling network management (SNM) is executed for all SPC routed, in all GW including the GW-STP, according to the agreements described in the document ,,Signalling in the ZZN7". 4.2.5 SCCP ROUTING When using the SCCP routing, additional bilateral arrangements are necessary for implemenation of the SCCP routing information. Page 53 Interconnection Contract with FirstMark Confidential 5 REALIZATION OF THE SPECIFICATION,,CARRIER SELECTION" The Telekom will implement by the end of 1999 the specification ,,Carrier selection", version 1.0.0, state: 01.10.1998 in their network. The specification describes the technical procedures and interfaces that are to be used and observed at the interworking between the subscriber network and the interconnecting network or between interconnecting networks, thus ensuring the free choice of the carrier. Activation of the traffic routing according to this specification is done on the basis of the agreements in the AKNN. From the point of time agreed in the AKNN, the traffic routing is activated for the interconnecting services of the service portfolio according to Part 2 and 3 of Enclosure C - Service portfolio by the contract parties in conformity with the reference document ,,Carrier selection", version 1.0.0, state: 01.10.1998. 6 REALIZATION OF THE SPECIFICATION,,FEE INFORMATION FOR THE END CUSTOMER BEYOND NETWORK LIMITS (AOC)" The Telekom will implement by the end of 1999 the specification ,,Fee information for the end customer beyond network limits (AOC)", version 1.0.0, state: 08.09.1998 in their network. Activation of the fee information beyond network limits (AOC) according to this specification is done on the basis of the agreements in the AKNN. From the point of time agreed in the AKNN, the contract parties ensure the transport of the fee information according to the above mentioned specification beyond the network limit. In case of non-compliance with that obligation, one can expect disconnections. Page 54 Interconnection Contract with FirstMark Confidential ANNEX B ORDER / PROVISION Page 1 Interconnection Contract with FirstMark Confidential ANNEX B ,,ORDER / PROVISION" IS DIVIDED INTO PART 1 ,,PLANNING ARRANGEMENTS" AND PART 2 ,,ORDER / PROVISION OF ICAS AND INTERCONNECTION SERVICES" Page 2 Interconnection Contract with FirstMark Confidential LIST OF CONTENTS PART 1 8 PLANNING ARRANGEMENTS 8 1 COOPERATION 9 1.1 Purpose of the planning arrangements 9 1.2 Scope of reference of the planning arrangements 9 1.3 Planning arrangements commitment 9 2 PLANNING ARRANGEMENTS REFERRING TO THE FURTHER 10 DEVELOPMENT OF INTERCONNECTION 2.1 Basic procedure 10 2.2 Deadlines 10 2.3 Contents of planning arrangements 11 2.3.1 PLANNING DATA AND RESPONSIBILITIES 11 2.3.2 PLANNING DATA IN THE START-UP PHASE 11 2.4 Scope of the planning data to be agreed upon 12 2.4.1 PLANNING DATA FOR THE SECOND CALENDAR YEAR PRIOR TO 12 PROVISION 2.4.2 PLANNING DATA FOR THE FIRST CALENDAR YEAR PRIOR TO 12 PROVISION 2.5 Deviating planning data 12 2.5.1 TOLERANCE LIMITS 12 2.5.2 DEVIATIONS BETWEEN PLANNING DATA FOR THE SECOND AND 12 THE FIRST CALENDAR YEAR PRIOR TO PROVISION 2.5.3 DEVIATIONS BETWEEN ORDER AND THE PLANNING DATA FOR THE 13 FIRST CALENDAR YEAR PRIOR TO PROVISION - WITHOUT QUARTERLY ADAPTATION 2.5.4 DEVIATIONS AT THE QUARTERLY ADAPTATION 14 PART 2 14 ORDER / PROVISION OF ICAS AND INTERCONNECTION SERVICES 14 1 INTRODUCTION 15 2 ORDER 15 2.1 Basics 15 2.2 Additional definitions 16 2.3 General ordering procedure 16 2.4 Ordering procedure for IOP-NW 17 2.5 Ordering procedure in case of exceeding the threshold 17 values acc. to Part 1 of the ENCLOSURE C - SERVICE PORTFOLIO 2.6 Orders deviating from the planning arrangements 17 2.7 Periods for provision 17 2.8 Provision of security 18 2.8.1 PROCEDURE 18 2.8.2 HOW THE AMOUNT OF THE SECURITY PROVISION IS MADE UP 18 2.8.3 MATURITY 19 2.8.4 CANCELLATION AND CANCELLATION FEES 19 3 START-UP TEST / ACCEPTANCE PROCEDURE 19 Page 3 Interconnection Contract with FirstMark Confidential 3.1 General 19 3.2 Date 19 3.3 Execution of the start-up test 20 3.4 FirstMark duties to cooperate 20 3.5 Non-acceptance of ICAs 21 4 CANCELLATION 21 4.1 Cancellation of ICAs 21 4.2 Cancellation of configuration measures 22 5 MINIMUM UTILIZATION OF THE TRAFFIC CAPACITIES 22 6 TERMINATION 24 6.1 Termination of ICAs 24 6.2 Termination of configuration measures 24 6.3 Termination of the Interconnection Contract 24 7 PURCHASE ORDER FORMS 24 Page 4 Interconnection Contract with FirstMark Confidential Page 5 Interconnection Contract with FirstMark Confidential Page 6 Interconnection Contract with FirstMark Confidential Page 7 Interconnection Contract with FirstMark Confidential PART 1 PLANNING ARRANGEMENTS CONTRACT ABOUT THE ARRANGEMENT OF THE PLANNING DATA FOR THE PROVISION OF ICAS AND INTERCONNECTION SERVICES BY THE TELEKOM BETWEEN FIRSTMARK AND DEUTSCHE TELEKOM AG Page 8 Interconnection Contract with FirstMark Confidential 1 COOPERATION 1.1 PURPOSE OF THE PLANNING ARRANGEMENTS Purpose of the mutual planning arrangements is to achieve a high degree of planning safety. Such arrangements do not only help the contract parties to optimize their networks but do also help them with the preparation of changes that might be planned for the interconnection. Aim of the cooperation is to provide, based on solid planning arrangements, network infrastructures on an economic basis with the qualitative interconnection agreements between the Telekom and FirstMark being ensured. 1.2 SCOPE OF REFERENCE OF THE PLANNING ARRANGEMENTS The planning arrangements between the contract parties refer - under consideration of regulations for the network technical realization of the interconnection services contained in ENCLOSURE C - SERVICE PORTFOLIO - to the determination of further OdZ, their date of commissioning, the number of ICAs to be provided by the Telekom, distinction according to design variants of ENCLOSURE B - INTERCONNECTION JUNCTION - and the traffic to be settled via the ICAs including the traffic structure for the utilization of the services according to ENCLOSURE C - SERVICE PORTFOLIO. Furthermore, the planning arrangements do also comprise the exchange of necessary data concerning the interconnection, the signalling networks and information about planned functional changes effecting the interconnection. 1.3 PLANNING ARRANGEMENTS COMMITMENT Usually, the exchange of planning data takes place every year under consideration of the cutoff date mentioned under item 2.2. The data exchanged will be agreed upon, documented and countersigned by using the specimen attached as Enclosure 1 to that Annex. Regarding the advance performance to be fulfilled on the basis of the planning data, the contract parties are obliged to supply planning data at the time of exchange with the best possible care. If one contract party deviates in his order from the tolerance limits according to item 2.5.2 to item 2.5.4 and if this does result in a damage to the other contract party amounting to more than 50,000.00 DM (25,564.59 EUR), because it has been proved that he had to fulfill the advance performance within the period of provision according to ENCLOSURE E - QUALITY - item 1.1 prior to the binding order (e.g. in case of line construction operations or other time-consuming building operations), the costs will be reimbursed to him by the other contract party. Claim for the reimbursement does exist only, if that advance performance was agreed upon at the previous planning arrangements and the other contract party has expressly agreed to it. Page 9 Interconnection Contract with FirstMark Confidential 2 PLANNING ARRANGEMENTS REFERRING TO THE FURTHER DEVELOPMENT OF INTERCONNECTION 2.1 BASIC PROCEDURE The planning data to be exchanged comprise a time horizon of 2 years and result in a binding order according to Part 2. The closer the date of order, the more detailed specifications and realizations are made. The planning data are object-oriented (network interworkings, traffic values, ...). The quantity of the planning data is indicated in a way that the requirement in the special planning year is met on each single day of the year (indication of maximum values per year). Regulations of ENCLOSURE C - SERVICE PORTFOLIO, Part 1, are valid. 2.2 DEADLINES Usually, planning arrangements are made every year. Planning arrangements are to be made in the first quarter of the year and a date is to be specified so that agreed planning data are present by the cutoff date April 1st for the second to first calendar year prior to provision. A working program for the calendar year following to the planning arrangements is agreed upon in addition at the planning arrangements. If the planning arrangements are not made at all or not made within time with the fault of FirstMark, provision is made only within the scope of technical and operational possibilities. Furthermore, it is possible to adapt quarterly the planning data for the year of provision after the planning arrangement (01.07., 01.10., 31.12. of that year, in which the planning arrangements have been made by 01.04.). For the additional demand resulting from the quarterly adapted planning arrangements, a maximum period of provision of nine months is valid from the point of time of the respective quarterly adaptation of the planning arrangements, if all other order periods are fulfilled. Page 10 Interconnection Contract with FirstMark Confidential 2.3 CONTENTS OF PLANNING ARRANGEMENTS 2.3.1 Planning data and responsibilities FirstMark determines the planning data for the traffic of those end customers that do select FirstMark as connection network provider, for the other traffic which FirstMark buys from the Telekom as advance performance for their telecommunication services, as well as for the traffic that is handed over to the Telekom as subscriber network provider. The Telekom determines the planning data for the traffic of those end customers that do select the Telekom as connection network provider, for the other traffic which the Telekom buys from FirstMark as advance performance for their telecommunication services, as well as for the traffic that is handed over to FirstMark as subscriber network provider. The traffic values are to be handed over including indication of the main traffic hour. The main traffic hour can be within a time window comprising a maximum of 4 hours (e.g. middle working day - Monday to Friday - 08:00 to 12:00 o'clock). The traffic structures are to be indicated for the whole incoming and outgoing FirstMark- and Telekom traffic (sum traffic) for the catchment areas mentioned in ENCLOSURE F - LOCATIONS OF INTERCONNECTION, if the traffic has 10 erlang or more. In addition, the data concerning the traffic structures are to be divided into national and international traffic. The traffic values agreed upon are the basis for determination of the number of ICAs. 2.3.2 Planning data in the start-up phase The start-up phase comprises the first two years of the contract period. For the start-up phase, all planning data are indicated by FirstMark, for the first time at conclusion of contract. FirstMark shall deliver at least the following planning data for the start-up phase. - - OdZ - - sum value of all ICAs of the interconnection - - sum value of the traffic of the interconnection Page 11 Interconnection Contract with FirstMark Confidential 2.4 SCOPE OF THE PLANNING DATA TO BE AGREED UPON 2.4.1 Planning data for the second calendar year prior to provision - - OdZ - - sum value of all ICAs of the interconnection - - sum value of the traffic of the interconnection 2.4.2 Planning data for the first calendar year prior to provision - - OdZ - - design variant of the ICAs - - local network with location (address) where the interchange point shall be realized (customer sited) - - traffic values per OdZ - - ICAs per OdZ - - catchment areas per OdZ, according to ENCLOSURE F - LOCATIONS OF INTERCONNECTION - - traffic structure per OdZ - - BHCA - - CAPS - - associated ZZK per OdZ and per gateway of FirstMark 2.5 DEVIATING PLANNING DATA 2.5.1 Tolerance limits The importance of the tolerance limits for the contract parties and the obligations resulting thereof are stated under item 1.3 as well as in Part 2 under item 2 of this Annex. Until the date of the binding order, tolerances of up to 2 ICAs per OdZ are always allowed with the admissible deviations under item 2.5.2 to item 2.5.4. 2.5.2 Deviations between planning data for the second and the first calendar year prior to provision The number of ICAs and traffic values in the planning data for the first calendar year prior to provision must not deviate by more than +/- 40 % from the number of ICAs and traffic values for the second calendar year prior to provision agreed upon by the cutoff date 01.04. in the year before. Page 12 Interconnection Contract with FirstMark Confidential 2.5.3 Deviations between order and the planning data for the first calendar year prior to provision - without quarterly adaptation The order data may deviate by up to 10 % per OdZ from the planning data of the first calendar year prior to provision agreed upon the year before by 01.04., but however, by max. 10 ICAs and by max. 100 erlang for the traffic value. In the start-up phase, the tolerance limit is extended from 10 % to 20 %. 2.5.4 Deviations at the quarterly adaptation The data adapted may deviate in the year prior to provision from the planning data agreed upon last from quarter to quarter by up to +/- 10 % for ICAs and traffic values per OdZ, however, by max. +/- 40 % from the planning data agreed upon by 01.04. of the first year prior to provision. Page 13 Interconnection Contract with FirstMark Confidential PART 2 ORDER / PROVISION OF ICAS AND INTERCONNECTION SERVICES Page 14 Interconnection Contract with FirstMark Confidential 1 INTRODUCTION On the basis of a written, binding order, the Telekom provides ICAs and the necessary configuration measures in the Telekom telephone network according to ENCLOSURE B - INTERCONNECTION JUNCTION as well as the traffic capacity required for the utilization according to ENCLOSURE C - SERVICE PORTFOLIO and ANNEX G - MUTUAL PERFORMANCE RELATIONS. 2 ORDER 2.1 BASICS The purchase order forms attached as Enclosure 2 to this Annex are to be used for order. These forms will be made available to FirstMark as data file. For control purposes, FirstMark will create in addition a cover note containing the contents of the order, i.e. indication of the OdZ and the number and design variant of the ICAs per OdZ. FirstMark can order a maximum of 127 ICAs per traffic relation. FirstMark will place his orders for a minimum utilization of the traffic capacities, as it is stipulated in the regulations of Part 2, item 5 of this Annex. FirstMark indicates his wish regarding the date of provision, enters the data in the special forms and sends it as datafile to the Telekom, by indicating the name and telephone number of the responsible contact person (1. process). The Telekom will check whether the order is realizable, agrees upon details with FirstMark, either confirms the date of provision or proposes a new one, completes the data files by making her respective entries and returns these files to FirstMark (2. process). In the third process, FirstMark either confirms the date of provision proposed by the Telekom or agrees upon another one with the Telekom. When the data of provision and the technical details have been arranged, FirstMark sends the agreed data files as well as two undersigned printouts to the Telekom for countersignature. The Telekom countersigns the printouts and returns one copy to FirstMark (4. process). With that, the data are regarded as arranged. Page 15 Interconnection Contract with FirstMark Confidential 2.2 ADDITIONAL DEFINITIONS Definition: FirstMark (called Customer in the purchase order forms) and the Telekom use gateway systems. The gateway systems of FirstMark are hereinafter called GWs. The GWs of the Telekom are hereinafter called VE:N. A network interworking (NU) can be operated on both sides by several GWs. 2.3 GENERAL ORDERING PROCEDURE Purchase order is placed to the Telekom in writing, indicating all information required for the provision. Receipt of the order is immediately confirmed by indicating order number and date of receipt. The Telekom will immediately check whether the order can be realized. If the order is not in correspondence with the contractual agreements, it is rejected. The Telekom will confirm a complete purchase order, except the cases listed below, within four weeks after receipt. As for orders comprising more than 50 ICAs per OdZ or more than 400 ICAs in total (mass purchase order), the order is confirmed within eight weeks. In cases where the Telekom is obliged to realize provision only within the existing technical and operational possibilities, the deliverable part of the purchase order will be confirmed, and for the other part a report about the current state will be submitted. A date of provision shall always be a working day. If it is not possible to promise the desired date of provision on order confirmation, the Telekom will state at the same time the best possible date for the ICAs provision with the ordered traffic capacity and/or the configuration measures in the Telekom telephone network. FirstMark will immediately confirm receipt of the order confirmation by indicating the order number and the date of receipt. FirstMark will then either confirm the changed date for the ICAs provision with the ordered traffic capacity and/or the configuration measures in the Telekom telephone network, agree a new provision date with the Telekom or cancel the order within 5 working days. Otherwise, the date of provision stated by the Telekom is valid. After confirmation of the provision dates, the Telekom will inform FirstMark whether and to what amount a provision of security is required according to item 18 of the main part of this Interconnection Contract and Part 2, item 2.8 of this Annex. Page 16 Interconnection Contract with FirstMark Confidential 2.4 ORDERING PROCEDURE FOR IOP-NW The IOP-NW according to ANNEX C - TEST is part of the initial provision. The ICAs for the IOP-NW are to be marked specially in the box ,,Remarks" of the purchase order forms for the initial provision. 2.5 ORDERING PROCEDURE IN CASE OF EXCEEDING THE THRESHOLD VALUES ACC. TO PART 1 OF THE ENCLOSURE C - SERVICE PORTFOLIO If the threshold values are exceeded according to Part 1 of the ENCLOSURE C - SERVICE PORTFOLIO, the order is to be adapted according to Part 1, item 4.2 of the ENCLOSURE C - SERVICE PORTFOLIO. 2.6 ORDERS DEVIATING FROM THE PLANNING ARRANGEMENTS If the purchase order for the ICAs or the traffic capacity is below the scope of supply agreed upon during the annual planning arrangements for the respective periods, the Telekom is entitled to use the remaining portions elsewhere. In such a case the scope of supply fixed during the annual planning arrangements will be reduced for the next planning periods by the portions not ordered. Order confirmation in the following planning periods is then made within the frame of the corrected scope of supply. 2.7 PERIODS FOR PROVISION The Telekom will provide the ICAs as well as the necessary traffic capacity and the configuration measures in the Telekom telephone network within the following periods after receipt of order, provided that the prerequisites mentioned in ENCLOSURE E - QUALITY are met: - -------------------------------------------------------------------------------- A) Order at a new OdZ 12 months - -------------------------------------------------------------------------------- B) Order at a further OdZ 6 months - -------------------------------------------------------------------------------- C) Order of a capacity extension at an existing 3 months OdZ, within the scope of the bandwidth of existing transmission systems - -------------------------------------------------------------------------------- D) Order of configuration measures in the Telekom 3 months, 2 working telephone network days after ICAs commissioning at the earliest - -------------------------------------------------------------------------------- The periods for provision for quarterly adaptations of the planning arrangements are subject to the regulations according to ANNEX B - ORDER/PROVISION, Part 1. Page 17 Interconnection Contract with FirstMark Confidential 2.8 PROVISION OF SECURITY 2.8.1 Procedure The Telekom informs FirstMark in writing about the dates of maturity for provision of the security and its amount along with the confirmation of the provision dates according to the following regulations. 2.8.2 How the amount of the security provision is made up The amount of the provision of security is made up of 80 % of the provision fee and 40 % of the fixed line fee for 1 year. Calculation of the fee for the CFV portions is based on the actual CFV length. Basis for calculation are the prices approved by RegTP at the time of calculation. The price items are in accordance with ENCLOSURE D - PRICE. 2.8.2.1 Scope of provision fee The following price items do belong to the provision fee: - - all configuration measures in the Telekom telephone network, - - all provision fees regarding the ordered ICAs (intra- and inter-building sections) and/or collocation rooms including infrastructure (without GEV and RLT). Basis for the calculation of infrastructure in that connection is an average price in the amount of 16,000.00 DM/collocation room (8,180.67 EUR/collocation room) per OdZ. 2.8.2.2 Scope of the fixed line fee The following price items do belong to the fixed line fee: The whole fixed line fees of the ordered ICAs (intra- and inter-building sections) and of collocation rooms, if required, GEV (without RLT), additional expenses and ZZK7. In case a rent for the collocation room has not been fixed at the time of signing the Interconnection Contract, an average annual basic rent in the amount of 2,600.00 DM/collocation room (1,329.36 EUR/collocation room) is estimated. Page 18 Interconnection Contract with FirstMark Confidential 2.8.3 Maturity If the period between the binding order placed by FirstMark and the confirmed date of provision is less than six months, provision of security will become due 15 working days after FirstMark has received the confirmation of provision. If this period is longer than six months, provision of security will become due to the 15. day of that month which is six months before that month of the confirmed date of provison. If several dates of provision fall in the same month, the provision of security can be summarized for that month. As for the maturity of that security provision, please see paragraph 2. 2.8.4 Cancellation and cancellation fees If the security is not provided in time, this is regarded as cancellation of the order and the cancellation fees according to ENCLOSURE D - PRICE will apply. 3 START-UP TEST / ACCEPTANCE PROCEDURE 3.1 GENERAL The process of ICAs provision is completed with the start-up test. If that test is successful, the performance ,,ICAs" is regarded as provided and accepted. A commissioning protocol is issued. 3.2 DATE Five working days at the latest prior to the provision date, the start-up test is announced in writing by indicating day, time and contact. The announcement is to be confirmed immediately. The last day for a start-up test is the day of provision. Commissioning must be started on the fixed day at 12:00 o'clock at the latest. If the commissioning date proposed by the Telekom is postponed on request of FirstMark, FirstMark is not entitled to get a substitute date immediately. The Telekom fixes a second commissioning date on consultation with FirstMark. If both parties cannot agree upon a date that is four weeks after the first commissioning date at the latest, the Telekom is entitled to fix a second commissioning date without the approval of FirstMark. Page 19 Interconnection Contract with FirstMark Confidential 3.3 EXECUTION OF THE START-UP TEST Commissioning is carried out on the basis of the ITU-T M2.100 regulation. At the beginning of the test, the contract party realizing the inter-building section, hands a copy of the transmission measuring protocol over to the other party. That protocol documents the compliance with important parameters of the transmission route. Prerequisite for the start-up test is the successful completion of a CIC allocation test between the exchange system of the Telekom and FirstMark. The results of the single tests are recorded in the commissioning protocol. That protocol is signed by the representatives of both contract parties. If required, the protocol will be exchanged by fax for this purpose. Such an exchange is to be done within one working day. The contract parties will do their best to finish the start-up test within a short time. After a successful start-up test, the FirstMark contact person indicated in ANNEX H - CONTACT PERSONS will send the commissioning protocols to the responsible office of the Telekom indicated in ANNEX H - CONTACT PERSONS. As for the commissioning of ICAs at further OdZ, dispatch must be effected on the day of commissioning. 3.4 FIRSTMARK DUTIES TO COOPERATE o presence of competent, German-speaking personnel of the contract parties on site o accessibility to all necessary rooms o presentation of the commissioning protocols for the transmission route o jumpering at the distributor of the interchange point by FirstMark is effected o finishing of the exchange preparations o equipment of the upper half of the DSV2Vt-distributor including documentation o provision of connecting cables according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS The correct allocation of catchment areas to the OdZ is carried out by means of the purchase order form ,,Interconnection order" that will be filled by FirstMark and checked and confirmed by the Telekom. FirstMark is obliged to send the commissioning protocols of the connection of ICAs to further OdZ the very same day to the Telekom contact person indicated in ANNEX H - CONTACT PERSONS. Page 20 Interconnection Contract with FirstMark Confidential 3.5 NON-ACCEPTANCE OF ICAS If Firstmark fails to attend the second commissioning date by negligence, the Telekom has the right within 10 working days to cancel the order of the ICAs not accepted. In that case, the following regulations regarding cancellation do apply. If the Telekom does not exercise this right, the ICAs are regarded as accepted. In this case, the Telekom sends the commissioning protocol to the Telekom contact person indicated in ANNEX H - CONTACT PERSONS. 4 CANCELLATION 4.1 CANCELLATION OF ICAS FirstMark can cancel a purchase order, depending on the case as defined by item 2.7 within the following periods free of charge: o Case A) until 12 months prior to the date of provision desired or agreed upon in case of deviation o Case B) until 6 months prior to the date of provision desired or agreed upon in case of deviation o Case C) until 3 months prior to the date of provision desired or agreed upon in case of deviation FirstMark can cancel an order also free of charge, if the Telekom does not confirm the date of provision requested by FirstMark and the proposed date deviates from the date requested by FirstMark by more than 30 % upwards from the respective maximum period of provision. In case of a cancellation after order placement and prior to the agreement on a binding date of provision, FirstMark has to pay a lump sum according to ENCLOSURE D - PRICE, if there are no prerequisites existing that do justify a cancellation free of charge. In case of a cancellation within the above mentioned periods of provision, FirstMark will be charged with cancellation fees. Such fees depend on the time of cancellation (time window) and are indicated in ENCLOSURE D - PRICE. If FirstMark changes a purchase order after the arrangement of a binding date of provision, such change is regarded as cancellation and new order, unless it is a change within the scope of the tolerance values indicated in Part 1 under item 2.5. Page 21 Interconnection Contract with FirstMark Confidential 4.2 CANCELLATION OF CONFIGURATION MEASURES FirstMark has the right to cancel a purchase order free of charge until 3 months prior to the date of provision desired or agreed upon in case of deviation. In case of cancellation within the above mentioned period of provision, FirstMark will be charged with the whole costs of the ordered configuration measures. If FirstMark changes a purchase order after the arrangement of a binding date of provision, such change is regarded as cancellation and new order. 5 MINIMUM UTILIZATION OF THE TRAFFIC CAPACITIES Orders are rejected, if the traffic capacity indicated therein is smaller than 70 % of the values stated in the table below. To determine the minimum utilization of the traffic capacities of the provided ICAs at an OdZ, the Telekom is entitled any time to demand from FirstMark to immediately carry out traffic measurements. The traffic measurements depend here on the ITU recommendations (Time Consistent Busy Hour - TCBH - according to ITU-T recommendation E.500; for further details please see ANNEX D - OPERATION, measuring methods to check the threshold value). If it is found out that the measured traffic intensity reaches less than 50 % of the maximum possible traffic intensity according to the table below, the following rules apply: a. The Telekom is entitled to demand to concentrate or to shift the actually settled traffic to the necessary number of ICAs (that number is calculated by using the table below) within four weeks. b. One year after provision at the earliest, the Telekom is entitled to cancel up to 75 % of the ICAs not necessary according item a. at this OdZ with a month's notice to the end of each quarter. Page 22 Interconnection Contract with FirstMark Confidential c. If FirstMark places a new order for the ICAs at that OdZ that have been cancelled according to item b., this is regarded as a new order. The planning data for the cancelled ICAs and the maximum periods of provision of ENCLOSURE E - QUALITY resulting from that, are no longer effective. Here, purchase orders at that OdZ are only allowed, if FirstMark can prove by presenting a traffic measurement according to ANNEX D - OPERATION measuring methods to check the threshold value, that the minimum requirements for the existing ICAs are met, in accordance with the previous presentation. That means, they correspond to a utilization of at least 70 % of the maximum possible traffic handling capability at each ICAs. The data agreed upon within the frame of planning arrangements will be adapted correspondingly. Table to determine the traffic intensity in dependence of the number of ICAs at a loss of 1 % and a modularity of 31 useful channels per ICAs Number of Number of Traffic intensity ICAs channels at B = 1 % [erlang] 1 31 21.2 2 62 48.8 3 93 77.5 4 124 106.8 5 155 136.3 6 186 166.2 7 217 196.2 8 248 226.3 9 279 256.6 10 310 286.9 (if more than 10 ICAs are concerned, please see the special literature) Page 23 Interconnection Contract with FirstMark Confidential 6 TERMINATION 6.1 TERMINATION OF ICAS The minimum fixed line period of ICAs is 12 months. This period will automatically be extended from the time and within the scope of a remuneration approval deviating from the arranged minimum fixed line period. Both contract parties are entitled to cancel ICAs with a three months` written notice to the end of a month, however, the first time to the end of the fixed line period. In addition, the Telekom can cancel ICAs with one month's written notice to the end of a quarter, if the prerequisites stated under item 5 are existing. The termination notice is to be addressed to the contact persons indicated in ANNEX H - CONTACT PERSONS. 6.2 TERMINATION OF CONFIGURATION MEASURES Configuration measures are cancelled by using the purchase order form ,,Interconnection order" in addition to the termination of single ICAs. 6.3 TERMINATION OF THE INTERCONNECTION CONTRACT When terminating the Interconnection Contract according to the periods indicated in the main part, the ICAs and the configuration measures are to be terminated as well according to item 6.1 and 6.2, if the termination does affect the ICAs or configuration measures. 7 PURCHASE ORDER FORMS Orders for ICAs and the necessary traffic capacity is placed by means of the purchase order form ,,ICAs order" which contains all data regarding traffic relation, signalling, traffic data and the ICAs commissioning protocol. When ordering ICAs in ,,Physical Co-location" design for the first time, the form ,,ICAs order, sheet 2: collocation room" is to be filled in as well, separately for each single OdZ. For the order of configuration measures in the Telekom telephone network, the purchase order form ,,Interconnection order" is to be used. Page 24 Interconnection Contract with FirstMark SPECIMEN FORMS ANNEX B PART 1 PLANNING ARRANGEMENTS NAME: FIRSTMARK COMMUNICATIONS DEUTSCHLAND GMBH ADDRESS: UHLANDSTRASSE 179/180 10623 BERLIN 1 (38) Interconnection Contract with FirstMark 1. ARRANGEMENT The following planning arrangements have been made between ICP and the Deutsche Telekom AG according to Annex B Part 1 of the Interconnection Contract dated xx.xx.xx. The planning arrangements consist of the following documents: - -------------------------------------------------------------------------------- Consec. No. Table names Number of pages (printout) - -------------------------------------------------------------------------------- 1 Arrangement 1 2 Overview of the OdZ data 3 Overview of catchment areas 4.1 Traffic structure & interconnection services (ZD) 4.2 Traffic structure basic catchment areas (GEZB) 4.3 Traffic structure standard catchment areas (SEZB) - -------------------------------------------------------------------------------- REMARK: -------------------------------------------------------------- Interconnection partner Deutsche Telekom AG - -------------------------------------------------------------------------------- Place: - -------------------------------------------------------------------------------- Date: - -------------------------------------------------------------------------------- Signature: - -------------------------------------------------------------------------------- 1(1) Interconnection Contract with FirstMark 2. OVERVIEW OF LOCATIONS OF INTERCONNECTION (ODZ)
- ------------------------------------------------------------------------------------------------------------------------ OdZ data Planning data for Year X+1 Planning data for the year X+1(new): the year X+1: (old): - ------------------------------------------------------------------------------------------------------------------------ OdZ name Area Sum ICAs Sum Former 1st 2nd 3rd 4th Number code X+1 traffic planning quarter quarter quarter quarter of ICAs HVSt data (from ICAs ICAs ICAs ICAs year to be (Erlang) the year year X+1 year X+1 year X+1 X+1 implemented X-1) for in the ICAs in X+1 year X+1 - ------------------------------------------------------------------------------------------------------------------------ Column sum: 0 0 0 0 0 0 - ------------------------------------------------------------------------------------------------------------------------ Essen 201 - ------------------------------------------------------------------------------------------------------------------------ Dusseldorf 211 - ------------------------------------------------------------------------------------------------------------------------ Cologne 221 - ------------------------------------------------------------------------------------------------------------------------ Dortmund 231 - ------------------------------------------------------------------------------------------------------------------------ Berlin 30 - ------------------------------------------------------------------------------------------------------------------------ Leipzig 341 - ------------------------------------------------------------------------------------------------------------------------ Dresden 351 - ------------------------------------------------------------------------------------------------------------------------ Erfurt 361 - ------------------------------------------------------------------------------------------------------------------------ Rostock 381 - ------------------------------------------------------------------------------------------------------------------------ Madgdeburg 391 - ------------------------------------------------------------------------------------------------------------------------ Hamburg 40 - ------------------------------------------------------------------------------------------------------------------------ Bremen 421 - ------------------------------------------------------------------------------------------------------------------------ Kiel 431 - ------------------------------------------------------------------------------------------------------------------------ Hannover 511 - ------------------------------------------------------------------------------------------------------------------------ Bielefeld 521 - ------------------------------------------------------------------------------------------------------------------------ Frankfurt am Main 69 - ------------------------------------------------------------------------------------------------------------------------ Mannheim 621 - ------------------------------------------------------------------------------------------------------------------------ Stuttgart 711 - ------------------------------------------------------------------------------------------------------------------------ Karlsruhe 721 - ------------------------------------------------------------------------------------------------------------------------ Munich 89 - ------------------------------------------------------------------------------------------------------------------------ Augsburg 821 - ------------------------------------------------------------------------------------------------------------------------ Wurzburg 931 - ------------------------------------------------------------------------------------------------------------------------ Nurnberg 911 - ------------------------------------------------------------------------------------------------------------------------ Aachen 241 - ------------------------------------------------------------------------------------------------------------------------ Munster 251 - ------------------------------------------------------------------------------------------------------------------------ Koblenz 261 - ------------------------------------------------------------------------------------------------------------------------ Siegen 271 - ------------------------------------------------------------------------------------------------------------------------ Wesel 281 - ------------------------------------------------------------------------------------------------------------------------ Meschede 291 - ------------------------------------------------------------------------------------------------------------------------ Chemnitz Saxony 371 - ------------------------------------------------------------------------------------------------------------------------ Neubrandenburg 395 - ------------------------------------------------------------------------------------------------------------------------ Oldenburg 441 - ------------------------------------------------------------------------------------------------------------------------ Lubeck 451 - ------------------------------------------------------------------------------------------------------------------------ Flensburg 461 - ------------------------------------------------------------------------------------------------------------------------ Bremerhaven 471 - ------------------------------------------------------------------------------------------------------------------------ Heide Holstein 481 - ------------------------------------------------------------------------------------------------------------------------ Leer Ostfriesland 491 - ------------------------------------------------------------------------------------------------------------------------ Braunschweig 531 - ------------------------------------------------------------------------------------------------------------------------ Osnabruck 541 - ------------------------------------------------------------------------------------------------------------------------ Gottingen 551 - ------------------------------------------------------------------------------------------------------------------------ Kassel 561 - ------------------------------------------------------------------------------------------------------------------------ Minden Westfalen 571 - ------------------------------------------------------------------------------------------------------------------------ Uelzen 581 - ------------------------------------------------------------------------------------------------------------------------ Lingen Ems 591 - ------------------------------------------------------------------------------------------------------------------------ Kaiserslautern 631 - ------------------------------------------------------------------------------------------------------------------------ Giessen 641 - ------------------------------------------------------------------------------------------------------------------------ Trier 651 - ------------------------------------------------------------------------------------------------------------------------ Fulda 661 - ------------------------------------------------------------------------------------------------------------------------ Bad Kreuznach 671 - ------------------------------------------------------------------------------------------------------------------------ Saarbrucken 681 - ------------------------------------------------------------------------------------------------------------------------ Ulm Donau 731 - ------------------------------------------------------------------------------------------------------------------------ Rottweil 741 - ------------------------------------------------------------------------------------------------------------------------ Ravensburg 751 - ------------------------------------------------------------------------------------------------------------------------ Freiburg im Breisgau 761 - ------------------------------------------------------------------------------------------------------------------------ Donaueschlingen 771 - ------------------------------------------------------------------------------------------------------------------------ Offenburg 781 - ------------------------------------------------------------------------------------------------------------------------ Schwabisch Hall 791 - ------------------------------------------------------------------------------------------------------------------------ Kempten Allgau 831 - ------------------------------------------------------------------------------------------------------------------------ Ingolstadt-Zuchenng 8450 - ------------------------------------------------------------------------------------------------------------------------ Passau 851 - ------------------------------------------------------------------------------------------------------------------------ Traunstein 861 - ------------------------------------------------------------------------------------------------------------------------ Landshut 871 - ------------------------------------------------------------------------------------------------------------------------ Weitheim Oberbayern 881 - ------------------------------------------------------------------------------------------------------------------------ Donauworth 906 - ------------------------------------------------------------------------------------------------------------------------ Bayreuth 921 - ------------------------------------------------------------------------------------------------------------------------ Regensburg 941 - ------------------------------------------------------------------------------------------------------------------------ Bamberg 951 - ------------------------------------------------------------------------------------------------------------------------ Weiden in der Oberpfalz 961 - ------------------------------------------------------------------------------------------------------------------------ Bad Kissingen 971 - ------------------------------------------------------------------------------------------------------------------------ Ansbach 981 - ------------------------------------------------------------------------------------------------------------------------ Deggendorf 991 - ------------------------------------------------------------------------------------------------------------------------ Wuppertal 202 - ------------------------------------------------------------------------------------------------------------------------ Duisburg 203 - ------------------------------------------------------------------------------------------------------------------------ Oberhausen 208 - ------------------------------------------------------------------------------------------------------------------------ Gelsenkirchen 209 - ------------------------------------------------------------------------------------------------------------------------ Solingen 212 - ------------------------------------------------------------------------------------------------------------------------ Neuss 2131 - ------------------------------------------------------------------------------------------------------------------------ Krefeld 2151 - ------------------------------------------------------------------------------------------------------------------------ Monchengladbach 2161 - ------------------------------------------------------------------------------------------------------------------------ Leverkusen 2171 - ------------------------------------------------------------------------------------------------------------------------ Siegburg 2241 - ------------------------------------------------------------------------------------------------------------------------ Gummersbach 2261 - ------------------------------------------------------------------------------------------------------------------------
1 (16) Interconnection Contract with FirstMark 2. OVERVIEW OF LOCATIONS OF INTERCONNECTION (ODZ)
- ------------------------------------------------------------------------------------------------------------------------------------ OdZ data Detailed data for the year X+1: - ------------------------------------------------------------------------------------------------------------------------------------ OdZ name Area Address ICAs ICAs ICAs ICAs ICAs ICAs Check sum Associated code interchange "Customer "Customer "Customer "Customer "Physical "Physical of all central point Sited" Sited with Sited Sited with Co-location" Co-location ICAs (inter- signalling customer double with double with connection channel sited support" two-way support and double junctions) (ZZK) routing" two-way support" X+1 routing" - ------------------------------------------------------------------------------------------------------------------------------------ Column sum: 0 0 0 0 0 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------------ Essen 201 0 - ------------------------------------------------------------------------------------------------------------------------------------ Dusseldorf 211 0 - ------------------------------------------------------------------------------------------------------------------------------------ Cologne 221 0 - ------------------------------------------------------------------------------------------------------------------------------------ Dortmund 231 0 - ------------------------------------------------------------------------------------------------------------------------------------ Berlin 30 0 - ------------------------------------------------------------------------------------------------------------------------------------ Leipzig 341 0 - ------------------------------------------------------------------------------------------------------------------------------------ Dresden 351 0 - ------------------------------------------------------------------------------------------------------------------------------------ Erfurt 361 0 - ------------------------------------------------------------------------------------------------------------------------------------ Rostock 381 0 - ------------------------------------------------------------------------------------------------------------------------------------ Madgdeburg 391 0 - ------------------------------------------------------------------------------------------------------------------------------------ Hamburg 40 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bremen 421 0 - ------------------------------------------------------------------------------------------------------------------------------------ Kiel 431 0 - ------------------------------------------------------------------------------------------------------------------------------------ Hannover 511 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bielefeld 521 0 - ------------------------------------------------------------------------------------------------------------------------------------ Frankfurt am Main 69 0 - ------------------------------------------------------------------------------------------------------------------------------------ Mannheim 621 0 - ------------------------------------------------------------------------------------------------------------------------------------ Stuttgart 711 0 - ------------------------------------------------------------------------------------------------------------------------------------ Karlsruhe 721 0 - ------------------------------------------------------------------------------------------------------------------------------------ Munich 89 0 - ------------------------------------------------------------------------------------------------------------------------------------ Augsburg 821 0 - ------------------------------------------------------------------------------------------------------------------------------------ Wurzburg 931 0 - ------------------------------------------------------------------------------------------------------------------------------------ Nurnberg 911 0 - ------------------------------------------------------------------------------------------------------------------------------------ Aachen 241 0 - ------------------------------------------------------------------------------------------------------------------------------------ Munster 251 0 - ------------------------------------------------------------------------------------------------------------------------------------ Koblenz 261 0 - ------------------------------------------------------------------------------------------------------------------------------------ Siegen 271 0 - ------------------------------------------------------------------------------------------------------------------------------------ Wesel 281 0 - ------------------------------------------------------------------------------------------------------------------------------------ Meschede 291 0 - ------------------------------------------------------------------------------------------------------------------------------------ Chemnitz Saxony 371 0 - ------------------------------------------------------------------------------------------------------------------------------------ Neubrandenburg 395 0 - ------------------------------------------------------------------------------------------------------------------------------------ Oldenburg 441 0 - ------------------------------------------------------------------------------------------------------------------------------------ Lubeck 451 0 - ------------------------------------------------------------------------------------------------------------------------------------ Flensburg 461 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bremerhaven 471 0 - ------------------------------------------------------------------------------------------------------------------------------------ Heide Holstein 481 0 - ------------------------------------------------------------------------------------------------------------------------------------ Leer Ostfriesland 491 0 - ------------------------------------------------------------------------------------------------------------------------------------ Braunschweig 531 0 - ------------------------------------------------------------------------------------------------------------------------------------ Osnabruck 541 0 - ------------------------------------------------------------------------------------------------------------------------------------ Gottingen 551 0 - ------------------------------------------------------------------------------------------------------------------------------------ Kassel 561 0 - ------------------------------------------------------------------------------------------------------------------------------------ Minden Westfalen 571 0 - ------------------------------------------------------------------------------------------------------------------------------------ Uelzen 581 0 - ------------------------------------------------------------------------------------------------------------------------------------ Lingen Ems 591 0 - ------------------------------------------------------------------------------------------------------------------------------------ Kaiserslautern 631 0 - ------------------------------------------------------------------------------------------------------------------------------------ Giessen 641 0 - ------------------------------------------------------------------------------------------------------------------------------------ Trier 651 0 - ------------------------------------------------------------------------------------------------------------------------------------ Fulda 661 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Kreuznach 671 0 - ------------------------------------------------------------------------------------------------------------------------------------ Saarbrucken 681 0 - ------------------------------------------------------------------------------------------------------------------------------------ Ulm Donau 731 0 - ------------------------------------------------------------------------------------------------------------------------------------ Rottweil 741 0 - ------------------------------------------------------------------------------------------------------------------------------------ Ravensburg 751 0 - ------------------------------------------------------------------------------------------------------------------------------------ Freiburg im Breisgau 761 0 - ------------------------------------------------------------------------------------------------------------------------------------ Donaueschlingen 771 0 - ------------------------------------------------------------------------------------------------------------------------------------ Offenburg 781 0 - ------------------------------------------------------------------------------------------------------------------------------------ Schwabisch Hall 791 0 - ------------------------------------------------------------------------------------------------------------------------------------ Kempten Allgau 831 0 - ------------------------------------------------------------------------------------------------------------------------------------ Ingolstadt-Zuchenng 8450 0 - ------------------------------------------------------------------------------------------------------------------------------------ Passau 851 0 - ------------------------------------------------------------------------------------------------------------------------------------ Traunstein 861 0 - ------------------------------------------------------------------------------------------------------------------------------------ Landshut 871 0 - ------------------------------------------------------------------------------------------------------------------------------------ Weitheim Oberbayern 881 0 - ------------------------------------------------------------------------------------------------------------------------------------ Donauworth 906 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bayreuth 921 0 - ------------------------------------------------------------------------------------------------------------------------------------ Regensburg 941 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bamberg 951 0 - ------------------------------------------------------------------------------------------------------------------------------------ Weiden in der Oberpfalz 961 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Kissingen 971 0 - ------------------------------------------------------------------------------------------------------------------------------------ Ansbach 981 0 - ------------------------------------------------------------------------------------------------------------------------------------ Deggendorf 991 0 - ------------------------------------------------------------------------------------------------------------------------------------ Wuppertal 202 0 - ------------------------------------------------------------------------------------------------------------------------------------ Duisburg 203 0 - ------------------------------------------------------------------------------------------------------------------------------------ Oberhausen 208 0 - ------------------------------------------------------------------------------------------------------------------------------------ Gelsenkirchen 209 0 - ------------------------------------------------------------------------------------------------------------------------------------ Solingen 212 0 - ------------------------------------------------------------------------------------------------------------------------------------ Neuss 2131 0 - ------------------------------------------------------------------------------------------------------------------------------------ Krefeld 2151 0 - ------------------------------------------------------------------------------------------------------------------------------------ Monchengladbach 2161 0 - ------------------------------------------------------------------------------------------------------------------------------------ Leverkusen 2171 0 - ------------------------------------------------------------------------------------------------------------------------------------ Siegburg 2241 0 - ------------------------------------------------------------------------------------------------------------------------------------ Gummersbach 2261 0 - ------------------------------------------------------------------------------------------------------------------------------------
2 (16) Interconnection Contract with FirstMark 2. OVERVIEW OF LOCATIONS OF INTERCONNECTION (ODZ)
- ---------------------------------------------------------------------------------------------------------------------- OdZ data Indication of traffic intensity by the ICP - ---------------------------------------------------------------------------------------------------------------------- OdZ name Area Telekom Telekom to Telekom to Telekom ICP to ICP to ICP to ICP to code to ICP ICP ICP to ICP Telekom Telekom Telekom Telekom Traffic BHCA CAPS HVSt Traffic BHCA CAPS HVSt intensity intensity in erlangs in erlangs - ---------------------------------------------------------------------------------------------------------------------- Column sum: 0 0 - ---------------------------------------------------------------------------------------------------------------------- Essen 201 - ---------------------------------------------------------------------------------------------------------------------- Dusseldorf 211 - ---------------------------------------------------------------------------------------------------------------------- Cologne 221 - ---------------------------------------------------------------------------------------------------------------------- Dortmund 231 - ---------------------------------------------------------------------------------------------------------------------- Berlin 30 - ---------------------------------------------------------------------------------------------------------------------- Leipzig 341 - ---------------------------------------------------------------------------------------------------------------------- Dresden 351 - ---------------------------------------------------------------------------------------------------------------------- Erfurt 361 - ---------------------------------------------------------------------------------------------------------------------- Rostock 381 - ---------------------------------------------------------------------------------------------------------------------- Madgdeburg 391 - ---------------------------------------------------------------------------------------------------------------------- Hamburg 40 - ---------------------------------------------------------------------------------------------------------------------- Bremen 421 - ---------------------------------------------------------------------------------------------------------------------- Kiel 431 - ---------------------------------------------------------------------------------------------------------------------- Hannover 511 - ---------------------------------------------------------------------------------------------------------------------- Bielefeld 521 - ---------------------------------------------------------------------------------------------------------------------- Frankfurt am Main 69 - ---------------------------------------------------------------------------------------------------------------------- Mannheim 621 - ---------------------------------------------------------------------------------------------------------------------- Stuttgart 711 - ---------------------------------------------------------------------------------------------------------------------- Karlsruhe 721 - ---------------------------------------------------------------------------------------------------------------------- Munich 89 - ---------------------------------------------------------------------------------------------------------------------- Augsburg 821 - ---------------------------------------------------------------------------------------------------------------------- Wurzburg 931 - ---------------------------------------------------------------------------------------------------------------------- Nurnberg 911 - ---------------------------------------------------------------------------------------------------------------------- Aachen 241 - ---------------------------------------------------------------------------------------------------------------------- Munster 251 - ---------------------------------------------------------------------------------------------------------------------- Koblenz 261 - ---------------------------------------------------------------------------------------------------------------------- Siegen 271 - ---------------------------------------------------------------------------------------------------------------------- Wesel 281 - ---------------------------------------------------------------------------------------------------------------------- Meschede 291 - ---------------------------------------------------------------------------------------------------------------------- Chemnitz Saxony 371 - ---------------------------------------------------------------------------------------------------------------------- Neubrandenburg 395 - ---------------------------------------------------------------------------------------------------------------------- Oldenburg 441 - ---------------------------------------------------------------------------------------------------------------------- Lubeck 451 - ---------------------------------------------------------------------------------------------------------------------- Flensburg 461 - ---------------------------------------------------------------------------------------------------------------------- Bremerhaven 471 - ---------------------------------------------------------------------------------------------------------------------- Heide Holstein 481 - ---------------------------------------------------------------------------------------------------------------------- Leer Ostfriesland 491 - ---------------------------------------------------------------------------------------------------------------------- Braunschweig 531 - ---------------------------------------------------------------------------------------------------------------------- Osnabruck 541 - ---------------------------------------------------------------------------------------------------------------------- Gottingen 551 - ---------------------------------------------------------------------------------------------------------------------- Kassel 561 - ---------------------------------------------------------------------------------------------------------------------- Minden Westfalen 571 - ---------------------------------------------------------------------------------------------------------------------- Uelzen 581 - ---------------------------------------------------------------------------------------------------------------------- Lingen Ems 591 - ---------------------------------------------------------------------------------------------------------------------- Kaiserslautern 631 - ---------------------------------------------------------------------------------------------------------------------- Giessen 641 - ---------------------------------------------------------------------------------------------------------------------- Trier 651 - ---------------------------------------------------------------------------------------------------------------------- Fulda 661 - ---------------------------------------------------------------------------------------------------------------------- Bad Kreuznach 671 - ---------------------------------------------------------------------------------------------------------------------- Saarbrucken 681 - ---------------------------------------------------------------------------------------------------------------------- Ulm Donau 731 - ---------------------------------------------------------------------------------------------------------------------- Rottweil 741 - ---------------------------------------------------------------------------------------------------------------------- Ravensburg 751 - ---------------------------------------------------------------------------------------------------------------------- Freiburg im Breisgau 761 - ---------------------------------------------------------------------------------------------------------------------- Donaueschlingen 771 - ---------------------------------------------------------------------------------------------------------------------- Offenburg 781 - ---------------------------------------------------------------------------------------------------------------------- Schwabisch Hall 791 - ---------------------------------------------------------------------------------------------------------------------- Kempten Allgau 831 - ---------------------------------------------------------------------------------------------------------------------- Ingolstadt-Zuchenng 8450 - ---------------------------------------------------------------------------------------------------------------------- Passau 851 - ---------------------------------------------------------------------------------------------------------------------- Traunstein 861 - ---------------------------------------------------------------------------------------------------------------------- Landshut 871 - ---------------------------------------------------------------------------------------------------------------------- Weitheim Oberbayern 881 - ---------------------------------------------------------------------------------------------------------------------- Donauworth 906 - ---------------------------------------------------------------------------------------------------------------------- Bayreuth 921 - ---------------------------------------------------------------------------------------------------------------------- Regensburg 941 - ---------------------------------------------------------------------------------------------------------------------- Bamberg 951 - ---------------------------------------------------------------------------------------------------------------------- Weiden in der Oberpfalz 961 - ---------------------------------------------------------------------------------------------------------------------- Bad Kissingen 971 - ---------------------------------------------------------------------------------------------------------------------- Ansbach 981 - ---------------------------------------------------------------------------------------------------------------------- Deggendorf 991 - ---------------------------------------------------------------------------------------------------------------------- Wuppertal 202 - ---------------------------------------------------------------------------------------------------------------------- Duisburg 203 - ---------------------------------------------------------------------------------------------------------------------- Oberhausen 208 - ---------------------------------------------------------------------------------------------------------------------- Gelsenkirchen 209 - ---------------------------------------------------------------------------------------------------------------------- Solingen 212 - ---------------------------------------------------------------------------------------------------------------------- Neuss 2131 - ---------------------------------------------------------------------------------------------------------------------- Krefeld 2151 - ---------------------------------------------------------------------------------------------------------------------- Monchengladbach 2161 - ---------------------------------------------------------------------------------------------------------------------- Leverkusen 2171 - ---------------------------------------------------------------------------------------------------------------------- Siegburg 2241 - ---------------------------------------------------------------------------------------------------------------------- Gummersbach 2261 - ----------------------------------------------------------------------------------------------------------------------
3 (16) Interconnection Contract with FirstMark 2. OVERVIEW OF LOCATIONS OF INTERCONNECTION (ODZ)
- ---------------------------------------------------------------------------------------------------------------------- OdZ data Indication of traffic intensity by the ICP - ---------------------------------------------------------------------------------------------------------------------- OdZ name Area Telekom Telekom to Telekom to Telekom ICP to ICP to ICP to ICP to code to ICP ICP ICP to ICP Telekom Telekom Telekom Telekom Traffic BHCA CAPS HVSt Traffic BHCA CAPS HVSt intensity intensity in erlangs in erlangs - ---------------------------------------------------------------------------------------------------------------------- Column sum: 0 0 - ---------------------------------------------------------------------------------------------------------------------- Essen 201 - ---------------------------------------------------------------------------------------------------------------------- Dusseldorf 211 - ---------------------------------------------------------------------------------------------------------------------- Cologne 221 - ---------------------------------------------------------------------------------------------------------------------- Dortmund 231 - ---------------------------------------------------------------------------------------------------------------------- Berlin 30 - ---------------------------------------------------------------------------------------------------------------------- Leipzig 341 - ---------------------------------------------------------------------------------------------------------------------- Dresden 351 - ---------------------------------------------------------------------------------------------------------------------- Erfurt 361 - ---------------------------------------------------------------------------------------------------------------------- Rostock 381 - ---------------------------------------------------------------------------------------------------------------------- Madgdeburg 391 - ---------------------------------------------------------------------------------------------------------------------- Hamburg 40 - ---------------------------------------------------------------------------------------------------------------------- Bremen 421 - ---------------------------------------------------------------------------------------------------------------------- Kiel 431 - ---------------------------------------------------------------------------------------------------------------------- Hannover 511 - ---------------------------------------------------------------------------------------------------------------------- Bielefeld 521 - ---------------------------------------------------------------------------------------------------------------------- Frankfurt am Main 69 - ---------------------------------------------------------------------------------------------------------------------- Mannheim 621 - ---------------------------------------------------------------------------------------------------------------------- Stuttgart 711 - ---------------------------------------------------------------------------------------------------------------------- Karlsruhe 721 - ---------------------------------------------------------------------------------------------------------------------- Munich 89 - ---------------------------------------------------------------------------------------------------------------------- Augsburg 821 - ---------------------------------------------------------------------------------------------------------------------- Wurzburg 931 - ---------------------------------------------------------------------------------------------------------------------- Nurnberg 911 - ---------------------------------------------------------------------------------------------------------------------- Aachen 241 - ---------------------------------------------------------------------------------------------------------------------- Munster 251 - ---------------------------------------------------------------------------------------------------------------------- Koblenz 261 - ---------------------------------------------------------------------------------------------------------------------- Siegen 271 - ---------------------------------------------------------------------------------------------------------------------- Wesel 281 - ---------------------------------------------------------------------------------------------------------------------- Meschede 291 - ---------------------------------------------------------------------------------------------------------------------- Chemnitz Saxony 371 - ---------------------------------------------------------------------------------------------------------------------- Neubrandenburg 395 - ---------------------------------------------------------------------------------------------------------------------- Oldenburg 441 - ---------------------------------------------------------------------------------------------------------------------- Lubeck 451 - ---------------------------------------------------------------------------------------------------------------------- Flensburg 461 - ---------------------------------------------------------------------------------------------------------------------- Bremerhaven 471 - ---------------------------------------------------------------------------------------------------------------------- Heide Holstein 481 - ---------------------------------------------------------------------------------------------------------------------- Leer Ostfriesland 491 - ---------------------------------------------------------------------------------------------------------------------- Braunschweig 531 - ---------------------------------------------------------------------------------------------------------------------- Osnabruck 541 - ---------------------------------------------------------------------------------------------------------------------- Gottingen 551 - ---------------------------------------------------------------------------------------------------------------------- Kassel 561 - ---------------------------------------------------------------------------------------------------------------------- Minden Westfalen 571 - ---------------------------------------------------------------------------------------------------------------------- Uelzen 581 - ---------------------------------------------------------------------------------------------------------------------- Lingen Ems 591 - ---------------------------------------------------------------------------------------------------------------------- Kaiserslautern 631 - ---------------------------------------------------------------------------------------------------------------------- Giessen 641 - ---------------------------------------------------------------------------------------------------------------------- Trier 651 - ---------------------------------------------------------------------------------------------------------------------- Fulda 661 - ---------------------------------------------------------------------------------------------------------------------- Bad Kreuznach 671 - ---------------------------------------------------------------------------------------------------------------------- Saarbrucken 681 - ---------------------------------------------------------------------------------------------------------------------- Ulm Donau 731 - ---------------------------------------------------------------------------------------------------------------------- Rottweil 741 - ---------------------------------------------------------------------------------------------------------------------- Ravensburg 751 - ---------------------------------------------------------------------------------------------------------------------- Freiburg im Breisgau 761 - ---------------------------------------------------------------------------------------------------------------------- Donaueschlingen 771 - ---------------------------------------------------------------------------------------------------------------------- Offenburg 781 - ---------------------------------------------------------------------------------------------------------------------- Schwabisch Hall 791 - ---------------------------------------------------------------------------------------------------------------------- Kempten Allgau 831 - ---------------------------------------------------------------------------------------------------------------------- Ingolstadt-Zuchenng 8450 - ---------------------------------------------------------------------------------------------------------------------- Passau 851 - ---------------------------------------------------------------------------------------------------------------------- Traunstein 861 - ---------------------------------------------------------------------------------------------------------------------- Landshut 871 - ---------------------------------------------------------------------------------------------------------------------- Weitheim Oberbayern 881 - ---------------------------------------------------------------------------------------------------------------------- Donauworth 906 - ---------------------------------------------------------------------------------------------------------------------- Bayreuth 921 - ---------------------------------------------------------------------------------------------------------------------- Regensburg 941 - ---------------------------------------------------------------------------------------------------------------------- Bamberg 951 - ---------------------------------------------------------------------------------------------------------------------- Weiden in der Oberpfalz 961 - ---------------------------------------------------------------------------------------------------------------------- Bad Kissingen 971 - ---------------------------------------------------------------------------------------------------------------------- Ansbach 981 - ---------------------------------------------------------------------------------------------------------------------- Deggendorf 991 - ---------------------------------------------------------------------------------------------------------------------- Wuppertal 202 - ---------------------------------------------------------------------------------------------------------------------- Duisburg 203 - ---------------------------------------------------------------------------------------------------------------------- Oberhausen 208 - ---------------------------------------------------------------------------------------------------------------------- Gelsenkirchen 209 - ---------------------------------------------------------------------------------------------------------------------- Solingen 212 - ---------------------------------------------------------------------------------------------------------------------- Neuss 2131 - ---------------------------------------------------------------------------------------------------------------------- Krefeld 2151 - ---------------------------------------------------------------------------------------------------------------------- Monchengladbach 2161 - ---------------------------------------------------------------------------------------------------------------------- Leverkusen 2171 - ---------------------------------------------------------------------------------------------------------------------- Siegburg 2241 - ---------------------------------------------------------------------------------------------------------------------- Gummersbach 2261 - ----------------------------------------------------------------------------------------------------------------------
4 (16) Interconnection Contract with FirstMark 2. OVERVIEW OF LOCATIONS OF INTERCONNECTION (ODZ)
- ----------------------------------------------------------------------------------------------------------------------------- OdZ data Planning data for the Year X+1 Planning data for the year X+1(new): year X+1: (old): - ----------------------------------------------------------------------------------------------------------------------------- OdZ name Area Sum ICAs Sum traffic Former 1st 2nd 3rd 4th Number code X+1 HVSt (Erlang) planning quarter quarter quarter quarter of ICAs data (from ICAs ICAs ICAs year ICAs to be the year year X+1 year X+1 X+1 year X+1 implemented X-1) for in the ICAs in X+1 year X+1 - ----------------------------------------------------------------------------------------------------------------------------- Column sum: 0 0 0 0 0 0 - ----------------------------------------------------------------------------------------------------------------------------- Bonn 228 - ----------------------------------------------------------------------------------------------------------------------------- Hagen Westfalen 2331 - ----------------------------------------------------------------------------------------------------------------------------- Bochum 234 - ----------------------------------------------------------------------------------------------------------------------------- Ludenscheid 2351 - ----------------------------------------------------------------------------------------------------------------------------- Recklinghausen 2361 - ----------------------------------------------------------------------------------------------------------------------------- Hamm Westfalen 2381 - ----------------------------------------------------------------------------------------------------------------------------- Duren 2421 - ----------------------------------------------------------------------------------------------------------------------------- Geilenkirchen 2451 - ----------------------------------------------------------------------------------------------------------------------------- Greven Westfalen 2571 - ----------------------------------------------------------------------------------------------------------------------------- Ludinghausen 2591 - ----------------------------------------------------------------------------------------------------------------------------- Neuwied 2631 - ----------------------------------------------------------------------------------------------------------------------------- Lippstadt 2941 - ----------------------------------------------------------------------------------------------------------------------------- Potsdam 331 - ----------------------------------------------------------------------------------------------------------------------------- Eberswalde 3334 - ----------------------------------------------------------------------------------------------------------------------------- Frankfurt Oder 335 - ----------------------------------------------------------------------------------------------------------------------------- Brandenburg 3381 - ----------------------------------------------------------------------------------------------------------------------------- Wittstock Dosse 3394 - ----------------------------------------------------------------------------------------------------------------------------- Dessau Anhalt 340 - ----------------------------------------------------------------------------------------------------------------------------- Halle Saale 345 - ----------------------------------------------------------------------------------------------------------------------------- Merseburg Saale 3461 - ----------------------------------------------------------------------------------------------------------------------------- Cottbus 355 - ----------------------------------------------------------------------------------------------------------------------------- Jena 3641 - ----------------------------------------------------------------------------------------------------------------------------- Gera 365 - ----------------------------------------------------------------------------------------------------------------------------- Suhl 3681 - ----------------------------------------------------------------------------------------------------------------------------- Eisenach Thuringen 3691 - ----------------------------------------------------------------------------------------------------------------------------- Schwerin Mecklenburg 385 - ----------------------------------------------------------------------------------------------------------------------------- Luneburg 4131 - ----------------------------------------------------------------------------------------------------------------------------- Neumunster 4321 - ----------------------------------------------------------------------------------------------------------------------------- Wilhelmshaven 4421 - ----------------------------------------------------------------------------------------------------------------------------- Hildesheim 5121 - ----------------------------------------------------------------------------------------------------------------------------- Celle 5141 - ----------------------------------------------------------------------------------------------------------------------------- Herford 5221 - ----------------------------------------------------------------------------------------------------------------------------- Detmold 5231 - ----------------------------------------------------------------------------------------------------------------------------- Gutersloh 5241 - ----------------------------------------------------------------------------------------------------------------------------- Paderborn 5251 - ----------------------------------------------------------------------------------------------------------------------------- Wolfsburg 5361 - ----------------------------------------------------------------------------------------------------------------------------- Aschaffenburg 6021 - ----------------------------------------------------------------------------------------------------------------------------- Friedberg Hessen 6031 - ----------------------------------------------------------------------------------------------------------------------------- Dieburg 6071 - ----------------------------------------------------------------------------------------------------------------------------- Wiesbaden 611 - ----------------------------------------------------------------------------------------------------------------------------- Mainz 6031 - ----------------------------------------------------------------------------------------------------------------------------- Russelsheim 6142 - ----------------------------------------------------------------------------------------------------------------------------- Darmstadt 6151 - ----------------------------------------------------------------------------------------------------------------------------- Oberursel Taunus 6171 - ----------------------------------------------------------------------------------------------------------------------------- Hanau 6181 - ----------------------------------------------------------------------------------------------------------------------------- Bad Soden 6196 - ----------------------------------------------------------------------------------------------------------------------------- Heidelberg 6221 - ----------------------------------------------------------------------------------------------------------------------------- Neustadt Weinstasse 6321 - ----------------------------------------------------------------------------------------------------------------------------- Neunkirchen Saar 6821 - ----------------------------------------------------------------------------------------------------------------------------- Saarlouis 6831 - ----------------------------------------------------------------------------------------------------------------------------- Boblingen 7031 - ----------------------------------------------------------------------------------------------------------------------------- Reutlingen 7121 - ----------------------------------------------------------------------------------------------------------------------------- Heilbronn Neckar 7131 - ----------------------------------------------------------------------------------------------------------------------------- Ludwigsburg Wurttbg 7141 - ----------------------------------------------------------------------------------------------------------------------------- Goppingen 7161 - ----------------------------------------------------------------------------------------------------------------------------- Baden- Baden 7221 - ----------------------------------------------------------------------------------------------------------------------------- Pforzheim 7231 - ----------------------------------------------------------------------------------------------------------------------------- Aalen 7361 - ----------------------------------------------------------------------------------------------------------------------------- Hechingen 7471 - ----------------------------------------------------------------------------------------------------------------------------- Singen Hohentwiel 7731 - ----------------------------------------------------------------------------------------------------------------------------- Dachau 8131 - ----------------------------------------------------------------------------------------------------------------------------- Erlangen 9131 - ----------------------------------------------------------------------------------------------------------------------------- Coburg 9561 - ----------------------------------------------------------------------------------------------------------------------------- Schweinfurt 9721 - ----------------------------------------------------------------------------------------------------------------------------- Bottrop 2041 - ----------------------------------------------------------------------------------------------------------------------------- Velbert 2051 - ----------------------------------------------------------------------------------------------------------------------------- Grevenbroich 2181 - ----------------------------------------------------------------------------------------------------------------------------- Remscheid 2191 - ----------------------------------------------------------------------------------------------------------------------------- Euskirchen 2251 - ----------------------------------------------------------------------------------------------------------------------------- Iserlohn 2371 - ----------------------------------------------------------------------------------------------------------------------------- Bad Neuenahr-Ahrweiler 2641 - ----------------------------------------------------------------------------------------------------------------------------- Lennestadt 2721 - ----------------------------------------------------------------------------------------------------------------------------- Betzdorf 2741 - ----------------------------------------------------------------------------------------------------------------------------- Dillenburg 2771 - ----------------------------------------------------------------------------------------------------------------------------- Kleve Niederrhein 2821 - ----------------------------------------------------------------------------------------------------------------------------- Geldern 2831 - ----------------------------------------------------------------------------------------------------------------------------- Moers 2841 - ----------------------------------------------------------------------------------------------------------------------------- Borken Westfalen 2861 - ----------------------------------------------------------------------------------------------------------------------------- Oranienburg 3301 - ----------------------------------------------------------------------------------------------------------------------------- Nauen Brandenburg 3321 - ----------------------------------------------------------------------------------------------------------------------------- Strausberg 3341 - ----------------------------------------------------------------------------------------------------------------------------- Zeuthen 33762 - -----------------------------------------------------------------------------------------------------------------------------
5 (16) Interconnection Contract with FirstMark 2. OVERVIEW OF LOCATIONS OF INTERCONNECTION (ODZ)
- ------------------------------------------------------------------------------------------------------------------------------------ OdZ data Detailed data for the year X+1: - ------------------------------------------------------------------------------------------------------------------------------------ OdZ name Area Address ICAs ICAs ICAs ICAs ICAs ICAs Check sum Associated code interchange "Customer "Customer "Customer "Customer "Physical "Physical of all central point Sited" Sited with Sited Sited with Co-location" Co-location ICAs (inter- signalling customer double with double with connection channel sited support" two-way support and double junctions) (ZZK) routing" two-way support" X+1 routing" - ------------------------------------------------------------------------------------------------------------------------------------ Column sum: 0 0 0 0 0 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bonn 228 0 - ------------------------------------------------------------------------------------------------------------------------------------ Hagen Westfalen 2331 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bochum 234 0 - ------------------------------------------------------------------------------------------------------------------------------------ Ludenscheid 2351 0 - ------------------------------------------------------------------------------------------------------------------------------------ Recklinghausen 2361 0 - ------------------------------------------------------------------------------------------------------------------------------------ Hamm Westfalen 2381 0 - ------------------------------------------------------------------------------------------------------------------------------------ Duren 2421 0 - ------------------------------------------------------------------------------------------------------------------------------------ Geilenkirchen 2451 0 - ------------------------------------------------------------------------------------------------------------------------------------ Greven Westfalen 2571 0 - ------------------------------------------------------------------------------------------------------------------------------------ Ludinghausen 2591 0 - ------------------------------------------------------------------------------------------------------------------------------------ Neuwied 2631 0 - ------------------------------------------------------------------------------------------------------------------------------------ Lippstadt 2941 0 - ------------------------------------------------------------------------------------------------------------------------------------ Potsdam 331 0 - ------------------------------------------------------------------------------------------------------------------------------------ Eberswalde 3334 0 - ------------------------------------------------------------------------------------------------------------------------------------ Frankfurt Oder 335 0 - ------------------------------------------------------------------------------------------------------------------------------------ Brandenburg 3381 0 - ------------------------------------------------------------------------------------------------------------------------------------ Wittstock Dosse 3394 0 - ------------------------------------------------------------------------------------------------------------------------------------ Dessau Anhalt 340 0 - ------------------------------------------------------------------------------------------------------------------------------------ Halle Saale 345 0 - ------------------------------------------------------------------------------------------------------------------------------------ Merseburg Saale 3461 0 - ------------------------------------------------------------------------------------------------------------------------------------ Cottbus 355 0 - ------------------------------------------------------------------------------------------------------------------------------------ Jena 3641 0 - ------------------------------------------------------------------------------------------------------------------------------------ Gera 365 0 - ------------------------------------------------------------------------------------------------------------------------------------ Suhl 3681 0 - ------------------------------------------------------------------------------------------------------------------------------------ Eisenach Thuringen 3691 0 - ------------------------------------------------------------------------------------------------------------------------------------ Schwerin Mecklenburg 385 0 - ------------------------------------------------------------------------------------------------------------------------------------ Luneburg 4131 0 - ------------------------------------------------------------------------------------------------------------------------------------ Neumunster 4321 0 - ------------------------------------------------------------------------------------------------------------------------------------ Wilhelmshaven 4421 0 - ------------------------------------------------------------------------------------------------------------------------------------ Hildesheim 5121 0 - ------------------------------------------------------------------------------------------------------------------------------------ Celle 5141 0 - ------------------------------------------------------------------------------------------------------------------------------------ Herford 5221 0 - ------------------------------------------------------------------------------------------------------------------------------------ Detmold 5231 0 - ------------------------------------------------------------------------------------------------------------------------------------ Gutersloh 5241 0 - ------------------------------------------------------------------------------------------------------------------------------------ Paderborn 5251 0 - ------------------------------------------------------------------------------------------------------------------------------------ Wolfsburg 5361 0 - ------------------------------------------------------------------------------------------------------------------------------------ Aschaffenburg 6021 0 - ------------------------------------------------------------------------------------------------------------------------------------ Friedberg Hessen 6031 0 - ------------------------------------------------------------------------------------------------------------------------------------ Dieburg 6071 0 - ------------------------------------------------------------------------------------------------------------------------------------ Wiesbaden 611 0 - ------------------------------------------------------------------------------------------------------------------------------------ Mainz 6031 0 - ------------------------------------------------------------------------------------------------------------------------------------ Russelsheim 6142 0 - ------------------------------------------------------------------------------------------------------------------------------------ Darmstadt 6151 0 - ------------------------------------------------------------------------------------------------------------------------------------ Oberursel Taunus 6171 0 - ------------------------------------------------------------------------------------------------------------------------------------ Hanau 6181 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Soden 6196 0 - ------------------------------------------------------------------------------------------------------------------------------------ Heidelberg 6221 0 - ------------------------------------------------------------------------------------------------------------------------------------ Neustadt Weinstasse 6321 0 - ------------------------------------------------------------------------------------------------------------------------------------ Neunkirchen Saar 6821 0 - ------------------------------------------------------------------------------------------------------------------------------------ Saarlouis 6831 0 - ------------------------------------------------------------------------------------------------------------------------------------ Boblingen 7031 0 - ------------------------------------------------------------------------------------------------------------------------------------ Reutlingen 7121 0 - ------------------------------------------------------------------------------------------------------------------------------------ Heilbronn Neckar 7131 0 - ------------------------------------------------------------------------------------------------------------------------------------ Ludwigsburg Wurttbg 7141 0 - ------------------------------------------------------------------------------------------------------------------------------------ Goppingen 7161 0 - ------------------------------------------------------------------------------------------------------------------------------------ Baden- Baden 7221 0 - ------------------------------------------------------------------------------------------------------------------------------------ Pforzheim 7231 0 - ------------------------------------------------------------------------------------------------------------------------------------ Aalen 7361 0 - ------------------------------------------------------------------------------------------------------------------------------------ Hechingen 7471 0 - ------------------------------------------------------------------------------------------------------------------------------------ Singen Hohentwiel 7731 0 - ------------------------------------------------------------------------------------------------------------------------------------ Dachau 8131 0 - ------------------------------------------------------------------------------------------------------------------------------------ Erlangen 9131 0 - ------------------------------------------------------------------------------------------------------------------------------------ Coburg 9561 0 - ------------------------------------------------------------------------------------------------------------------------------------ Schweinfurt 9721 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bottrop 2041 0 - ------------------------------------------------------------------------------------------------------------------------------------ Velbert 2051 0 - ------------------------------------------------------------------------------------------------------------------------------------ Grevenbroich 2181 0 - ------------------------------------------------------------------------------------------------------------------------------------ Remscheid 2191 0 - ------------------------------------------------------------------------------------------------------------------------------------ Euskirchen 2251 0 - ------------------------------------------------------------------------------------------------------------------------------------ Iserlohn 2371 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Neuenahr-Ahrweiler 2641 0 - ------------------------------------------------------------------------------------------------------------------------------------ Lennestadt 2721 0 - ------------------------------------------------------------------------------------------------------------------------------------ Betzdorf 2741 0 - ------------------------------------------------------------------------------------------------------------------------------------ Dillenburg 2771 0 - ------------------------------------------------------------------------------------------------------------------------------------ Kleve Niederrhein 2821 0 - ------------------------------------------------------------------------------------------------------------------------------------ Geldern 2831 0 - ------------------------------------------------------------------------------------------------------------------------------------ Moers 2841 0 - ------------------------------------------------------------------------------------------------------------------------------------ Borken Westfalen 2861 0 - ------------------------------------------------------------------------------------------------------------------------------------ Oranienburg 3301 0 - ------------------------------------------------------------------------------------------------------------------------------------ Nauen Brandenburg 3321 0 - ------------------------------------------------------------------------------------------------------------------------------------ Strausberg 3341 0 - ------------------------------------------------------------------------------------------------------------------------------------ Zeuthen 33762 0 - ------------------------------------------------------------------------------------------------------------------------------------
6 (16) Interconnection Contract with FirstMark 2. OVERVIEW OF LOCATIONS OF INTERCONNECTION (ODZ)
- ---------------------------------------------------------------------------------------------------------------------- OdZ data Indication of traffic intensity by the ICP - ---------------------------------------------------------------------------------------------------------------------- OdZ name Area Telekom to Telekom to Telekom to Telekom ICP to ICP to ICP to ICP to code ICP ICP ICP to ICP Telekom Telekom Telekom Telekom Traffic BHCA CAPS HVSt Traffic BHCA CAPS HVSt intensity intensity in erlangs in erlangs - ---------------------------------------------------------------------------------------------------------------------- Column sum: 0 0 - ---------------------------------------------------------------------------------------------------------------------- Bonn 228 - ---------------------------------------------------------------------------------------------------------------------- Hagen Westfalen 2331 - ---------------------------------------------------------------------------------------------------------------------- Bochum 234 - ---------------------------------------------------------------------------------------------------------------------- Ludenscheid 2351 - ---------------------------------------------------------------------------------------------------------------------- Recklinghausen 2361 - ---------------------------------------------------------------------------------------------------------------------- Hamm Westfalen 2381 - ---------------------------------------------------------------------------------------------------------------------- Duren 2421 - ---------------------------------------------------------------------------------------------------------------------- Geilenkirchen 2451 - ---------------------------------------------------------------------------------------------------------------------- Greven Westfalen 2571 - ---------------------------------------------------------------------------------------------------------------------- Ludinghausen 2591 - ---------------------------------------------------------------------------------------------------------------------- Neuwied 2631 - ---------------------------------------------------------------------------------------------------------------------- Lippstadt 2941 - ---------------------------------------------------------------------------------------------------------------------- Potsdam 331 - ---------------------------------------------------------------------------------------------------------------------- Eberswalde 3334 - ---------------------------------------------------------------------------------------------------------------------- Frankfurt Oder 335 - ---------------------------------------------------------------------------------------------------------------------- Brandenburg 3381 - ---------------------------------------------------------------------------------------------------------------------- Wittstock Dosse 3394 - ---------------------------------------------------------------------------------------------------------------------- Dessau Anhalt 340 - ---------------------------------------------------------------------------------------------------------------------- Halle Saale 345 - ---------------------------------------------------------------------------------------------------------------------- Merseburg Saale 3461 - ---------------------------------------------------------------------------------------------------------------------- Cottbus 355 - ---------------------------------------------------------------------------------------------------------------------- Jena 3641 - ---------------------------------------------------------------------------------------------------------------------- Gera 365 - ---------------------------------------------------------------------------------------------------------------------- Suhl 3681 - ---------------------------------------------------------------------------------------------------------------------- Eisenach Thuringen 3691 - ---------------------------------------------------------------------------------------------------------------------- Schwerin Mecklenburg 385 - ---------------------------------------------------------------------------------------------------------------------- Luneburg 4131 - ---------------------------------------------------------------------------------------------------------------------- Neumunster 4321 - ---------------------------------------------------------------------------------------------------------------------- Wilhelmshaven 4421 - ---------------------------------------------------------------------------------------------------------------------- Hildesheim 5121 - ---------------------------------------------------------------------------------------------------------------------- Celle 5141 - ---------------------------------------------------------------------------------------------------------------------- Herford 5221 - ---------------------------------------------------------------------------------------------------------------------- Detmold 5231 - ---------------------------------------------------------------------------------------------------------------------- Gutersloh 5241 - ---------------------------------------------------------------------------------------------------------------------- Paderborn 5251 - ---------------------------------------------------------------------------------------------------------------------- Wolfsburg 5361 - ---------------------------------------------------------------------------------------------------------------------- Aschaffenburg 6021 - ---------------------------------------------------------------------------------------------------------------------- Friedberg Hessen 6031 - ---------------------------------------------------------------------------------------------------------------------- Dieburg 6071 - ---------------------------------------------------------------------------------------------------------------------- Wiesbaden 611 - ---------------------------------------------------------------------------------------------------------------------- Mainz 6031 - ---------------------------------------------------------------------------------------------------------------------- Russelsheim 6142 - ---------------------------------------------------------------------------------------------------------------------- Darmstadt 6151 - ---------------------------------------------------------------------------------------------------------------------- Oberursel Taunus 6171 - ---------------------------------------------------------------------------------------------------------------------- Hanau 6181 - ---------------------------------------------------------------------------------------------------------------------- Bad Soden 6196 - ---------------------------------------------------------------------------------------------------------------------- Heidelberg 6221 - ---------------------------------------------------------------------------------------------------------------------- Neustadt Weinstasse 6321 - ---------------------------------------------------------------------------------------------------------------------- Neunkirchen Saar 6821 - ---------------------------------------------------------------------------------------------------------------------- Saarlouis 6831 - ---------------------------------------------------------------------------------------------------------------------- Boblingen 7031 - ---------------------------------------------------------------------------------------------------------------------- Reutlingen 7121 - ---------------------------------------------------------------------------------------------------------------------- Heilbronn Neckar 7131 - ---------------------------------------------------------------------------------------------------------------------- Ludwigsburg Wurttbg 7141 - ---------------------------------------------------------------------------------------------------------------------- Goppingen 7161 - ---------------------------------------------------------------------------------------------------------------------- Baden- Baden 7221 - ---------------------------------------------------------------------------------------------------------------------- Pforzheim 7231 - ---------------------------------------------------------------------------------------------------------------------- Aalen 7361 - ---------------------------------------------------------------------------------------------------------------------- Hechingen 7471 - ---------------------------------------------------------------------------------------------------------------------- Singen Hohentwiel 7731 - ---------------------------------------------------------------------------------------------------------------------- Dachau 8131 - ---------------------------------------------------------------------------------------------------------------------- Erlangen 9131 - ---------------------------------------------------------------------------------------------------------------------- Coburg 9561 - ---------------------------------------------------------------------------------------------------------------------- Schweinfurt 9721 - ---------------------------------------------------------------------------------------------------------------------- Bottrop 2041 - ---------------------------------------------------------------------------------------------------------------------- Velbert 2051 - ---------------------------------------------------------------------------------------------------------------------- Grevenbroich 2181 - ---------------------------------------------------------------------------------------------------------------------- Remscheid 2191 - ---------------------------------------------------------------------------------------------------------------------- Euskirchen 2251 - ---------------------------------------------------------------------------------------------------------------------- Iserlohn 2371 - ---------------------------------------------------------------------------------------------------------------------- Bad Neuenahr-Ahrweiler 2641 - ---------------------------------------------------------------------------------------------------------------------- Lennestadt 2721 - ---------------------------------------------------------------------------------------------------------------------- Betzdorf 2741 - ---------------------------------------------------------------------------------------------------------------------- Dillenburg 2771 - ---------------------------------------------------------------------------------------------------------------------- Kleve Niederrhein 2821 - ---------------------------------------------------------------------------------------------------------------------- Geldern 2831 - ---------------------------------------------------------------------------------------------------------------------- Moers 2841 - ---------------------------------------------------------------------------------------------------------------------- Borken Westfalen 2861 - ---------------------------------------------------------------------------------------------------------------------- Oranienburg 3301 - ---------------------------------------------------------------------------------------------------------------------- Nauen Brandenburg 3321 - ---------------------------------------------------------------------------------------------------------------------- Strausberg 3341 - ---------------------------------------------------------------------------------------------------------------------- Zeuthen 33762 - ----------------------------------------------------------------------------------------------------------------------
7 (16) Interconnection Contract with FirstMark 2. OVERVIEW OF LOCATIONS OF INTERCONNECTION (ODZ)
- ---------------------------------------------------------------------------------------------------------------------- OdZ data Indication of traffic intensity by the ICP - ---------------------------------------------------------------------------------------------------------------------- OdZ name Area Telekom to Telekom to Telekom to Telekom ICP to ICP to ICP to ICP to code ICP ICP ICP to ICP Telekom Telekom Telekom Telekom Traffic BHCA CAPS HVSt Traffic BHCA CAPS HVSt intensity intensity in erlangs in erlangs - ---------------------------------------------------------------------------------------------------------------------- Column sum: 0 0 - ---------------------------------------------------------------------------------------------------------------------- Bonn 228 - ---------------------------------------------------------------------------------------------------------------------- Hagen Westfalen 2331 - ---------------------------------------------------------------------------------------------------------------------- Bochum 234 - ---------------------------------------------------------------------------------------------------------------------- Ludenscheid 2351 - ---------------------------------------------------------------------------------------------------------------------- Recklinghausen 2361 - ---------------------------------------------------------------------------------------------------------------------- Hamm Westfalen 2381 - ---------------------------------------------------------------------------------------------------------------------- Duren 2421 - ---------------------------------------------------------------------------------------------------------------------- Geilenkirchen 2451 - ---------------------------------------------------------------------------------------------------------------------- Greven Westfalen 2571 - ---------------------------------------------------------------------------------------------------------------------- Ludinghausen 2591 - ---------------------------------------------------------------------------------------------------------------------- Neuwied 2631 - ---------------------------------------------------------------------------------------------------------------------- Lippstadt 2941 - ---------------------------------------------------------------------------------------------------------------------- Potsdam 331 - ---------------------------------------------------------------------------------------------------------------------- Eberswalde 3334 - ---------------------------------------------------------------------------------------------------------------------- Frankfurt Oder 335 - ---------------------------------------------------------------------------------------------------------------------- Brandenburg 3381 - ---------------------------------------------------------------------------------------------------------------------- Wittstock Dosse 3394 - ---------------------------------------------------------------------------------------------------------------------- Dessau Anhalt 340 - ---------------------------------------------------------------------------------------------------------------------- Halle Saale 345 - ---------------------------------------------------------------------------------------------------------------------- Merseburg Saale 3461 - ---------------------------------------------------------------------------------------------------------------------- Cottbus 355 - ---------------------------------------------------------------------------------------------------------------------- Jena 3641 - ---------------------------------------------------------------------------------------------------------------------- Gera 365 - ---------------------------------------------------------------------------------------------------------------------- Suhl 3681 - ---------------------------------------------------------------------------------------------------------------------- Eisenach Thuringen 3691 - ---------------------------------------------------------------------------------------------------------------------- Schwerin Mecklenburg 385 - ---------------------------------------------------------------------------------------------------------------------- Luneburg 4131 - ---------------------------------------------------------------------------------------------------------------------- Neumunster 4321 - ---------------------------------------------------------------------------------------------------------------------- Wilhelmshaven 4421 - ---------------------------------------------------------------------------------------------------------------------- Hildesheim 5121 - ---------------------------------------------------------------------------------------------------------------------- Celle 5141 - ---------------------------------------------------------------------------------------------------------------------- Herford 5221 - ---------------------------------------------------------------------------------------------------------------------- Detmold 5231 - ---------------------------------------------------------------------------------------------------------------------- Gutersloh 5241 - ---------------------------------------------------------------------------------------------------------------------- Paderborn 5251 - ---------------------------------------------------------------------------------------------------------------------- Wolfsburg 5361 - ---------------------------------------------------------------------------------------------------------------------- Aschaffenburg 6021 - ---------------------------------------------------------------------------------------------------------------------- Friedberg Hessen 6031 - ---------------------------------------------------------------------------------------------------------------------- Dieburg 6071 - ---------------------------------------------------------------------------------------------------------------------- Wiesbaden 611 - ---------------------------------------------------------------------------------------------------------------------- Mainz 6031 - ---------------------------------------------------------------------------------------------------------------------- Russelsheim 6142 - ---------------------------------------------------------------------------------------------------------------------- Darmstadt 6151 - ---------------------------------------------------------------------------------------------------------------------- Oberursel Taunus 6171 - ---------------------------------------------------------------------------------------------------------------------- Hanau 6181 - ---------------------------------------------------------------------------------------------------------------------- Bad Soden 6196 - ---------------------------------------------------------------------------------------------------------------------- Heidelberg 6221 - ---------------------------------------------------------------------------------------------------------------------- Neustadt Weinstasse 6321 - ---------------------------------------------------------------------------------------------------------------------- Neunkirchen Saar 6821 - ---------------------------------------------------------------------------------------------------------------------- Saarlouis 6831 - ---------------------------------------------------------------------------------------------------------------------- Boblingen 7031 - ---------------------------------------------------------------------------------------------------------------------- Reutlingen 7121 - ---------------------------------------------------------------------------------------------------------------------- Heilbronn Neckar 7131 - ---------------------------------------------------------------------------------------------------------------------- Ludwigsburg Wurttbg 7141 - ---------------------------------------------------------------------------------------------------------------------- Goppingen 7161 - ---------------------------------------------------------------------------------------------------------------------- Baden- Baden 7221 - ---------------------------------------------------------------------------------------------------------------------- Pforzheim 7231 - ---------------------------------------------------------------------------------------------------------------------- Aalen 7361 - ---------------------------------------------------------------------------------------------------------------------- Hechingen 7471 - ---------------------------------------------------------------------------------------------------------------------- Singen Hohentwiel 7731 - ---------------------------------------------------------------------------------------------------------------------- Dachau 8131 - ---------------------------------------------------------------------------------------------------------------------- Erlangen 9131 - ---------------------------------------------------------------------------------------------------------------------- Coburg 9561 - ---------------------------------------------------------------------------------------------------------------------- Schweinfurt 9721 - ---------------------------------------------------------------------------------------------------------------------- Bottrop 2041 - ---------------------------------------------------------------------------------------------------------------------- Velbert 2051 - ---------------------------------------------------------------------------------------------------------------------- Grevenbroich 2181 - ---------------------------------------------------------------------------------------------------------------------- Remscheid 2191 - ---------------------------------------------------------------------------------------------------------------------- Euskirchen 2251 - ---------------------------------------------------------------------------------------------------------------------- Iserlohn 2371 - ---------------------------------------------------------------------------------------------------------------------- Bad Neuenahr-Ahrweiler 2641 - ---------------------------------------------------------------------------------------------------------------------- Lennestadt 2721 - ---------------------------------------------------------------------------------------------------------------------- Betzdorf 2741 - ---------------------------------------------------------------------------------------------------------------------- Dillenburg 2771 - ---------------------------------------------------------------------------------------------------------------------- Kleve Niederrhein 2821 - ---------------------------------------------------------------------------------------------------------------------- Geldern 2831 - ---------------------------------------------------------------------------------------------------------------------- Moers 2841 - ---------------------------------------------------------------------------------------------------------------------- Borken Westfalen 2861 - ---------------------------------------------------------------------------------------------------------------------- Oranienburg 3301 - ---------------------------------------------------------------------------------------------------------------------- Nauen Brandenburg 3321 - ---------------------------------------------------------------------------------------------------------------------- Strausberg 3341 - ---------------------------------------------------------------------------------------------------------------------- Zeuthen 33762 - ----------------------------------------------------------------------------------------------------------------------
8 (16) Interconnection Contract with FirstMark 2. OVERVIEW OF LOCATIONS OF INTERCONNECTION (ODZ)
- --------------------------------------------------------------------------------------------------------------------------- OdZ data Planning data for the Year X+1 Planning data for the year X+1(new): year X+1: (old): - --------------------------------------------------------------------------------------------------------------------------- OdZ name Area Sum ICAs Sum traffic Former 1st 2nd 3rd 4th Number code X+1 HVSt (Erlang) planning quarter quarter quarter quarter of ICAs data (from ICAs ICAs ICAs year ICAs to be the year year X+1 year X+1 X+1 year X+1 implemented X-1) for in the ICAs in X+1 year X+1 - --------------------------------------------------------------------------------------------------------------------------- Column sum: 0 0 0 0 0 0 - --------------------------------------------------------------------------------------------------------------------------- Zossen Brandenburg 3377 - --------------------------------------------------------------------------------------------------------------------------- Oschatz 3435 - --------------------------------------------------------------------------------------------------------------------------- Grimma 3437 - --------------------------------------------------------------------------------------------------------------------------- Naumburg Saale 3445 - --------------------------------------------------------------------------------------------------------------------------- Altenburg Thuringen 3447 - --------------------------------------------------------------------------------------------------------------------------- Sangerhausen 3464 - --------------------------------------------------------------------------------------------------------------------------- Artern Unstrut 3466 - --------------------------------------------------------------------------------------------------------------------------- Bernburg Saale 3471 - --------------------------------------------------------------------------------------------------------------------------- Bitterfeld 3493 - --------------------------------------------------------------------------------------------------------------------------- Pirna 3501 - --------------------------------------------------------------------------------------------------------------------------- Dippoldiswalde 3504 - --------------------------------------------------------------------------------------------------------------------------- Meissen 3521 - --------------------------------------------------------------------------------------------------------------------------- Riesa 3525 - --------------------------------------------------------------------------------------------------------------------------- Elsterwerda 3533 - --------------------------------------------------------------------------------------------------------------------------- Jessen Elster 3537 - --------------------------------------------------------------------------------------------------------------------------- Lubben Spreewald 3546 - --------------------------------------------------------------------------------------------------------------------------- Hoyerswerda 3571 - --------------------------------------------------------------------------------------------------------------------------- Senftenberg 3573 - --------------------------------------------------------------------------------------------------------------------------- Weisswasser 3576 - --------------------------------------------------------------------------------------------------------------------------- Gorliz 3581 - --------------------------------------------------------------------------------------------------------------------------- Zittau 3583 - --------------------------------------------------------------------------------------------------------------------------- Lobau 3585 - --------------------------------------------------------------------------------------------------------------------------- Bautzen 3591 - --------------------------------------------------------------------------------------------------------------------------- Bischofswerda 3594 - --------------------------------------------------------------------------------------------------------------------------- Muhlhausen Thuringen 3601 - --------------------------------------------------------------------------------------------------------------------------- NordhausenThuringen 3631 - --------------------------------------------------------------------------------------------------------------------------- WeimarThuringen 3643 - --------------------------------------------------------------------------------------------------------------------------- Saalfeld Saale 3671 - --------------------------------------------------------------------------------------------------------------------------- Meinigen 3693 - --------------------------------------------------------------------------------------------------------------------------- Freiburg Sachsen 3731 - --------------------------------------------------------------------------------------------------------------------------- Rochlitz 3737 - --------------------------------------------------------------------------------------------------------------------------- Plauen 3741 - --------------------------------------------------------------------------------------------------------------------------- Zwickau 375 - --------------------------------------------------------------------------------------------------------------------------- Aue Sachsen 3771 - --------------------------------------------------------------------------------------------------------------------------- Stralsund 3831 - --------------------------------------------------------------------------------------------------------------------------- Greifswald 3834 - --------------------------------------------------------------------------------------------------------------------------- Gustrow 3843 - --------------------------------------------------------------------------------------------------------------------------- Parchim 3871 - --------------------------------------------------------------------------------------------------------------------------- Perleberg 3876 - --------------------------------------------------------------------------------------------------------------------------- Gardelegen 3907 - --------------------------------------------------------------------------------------------------------------------------- Burg bei Magdeburg 3921 - --------------------------------------------------------------------------------------------------------------------------- Stendal 393 - --------------------------------------------------------------------------------------------------------------------------- Halberstadt 3941 - --------------------------------------------------------------------------------------------------------------------------- Wernigerode 3943 - --------------------------------------------------------------------------------------------------------------------------- Prenzlau 3984 - --------------------------------------------------------------------------------------------------------------------------- Waren Muritz 3991 - --------------------------------------------------------------------------------------------------------------------------- Elmshorn 4121 - --------------------------------------------------------------------------------------------------------------------------- Stade 4141 - --------------------------------------------------------------------------------------------------------------------------- Winsen Luhe 4171 - --------------------------------------------------------------------------------------------------------------------------- Delmenhorst 4221 - --------------------------------------------------------------------------------------------------------------------------- Verden Aller 4231 - --------------------------------------------------------------------------------------------------------------------------- Cloppenburg 4471 - --------------------------------------------------------------------------------------------------------------------------- Eutun 4521 - --------------------------------------------------------------------------------------------------------------------------- Bad Oldesloe 4531 - --------------------------------------------------------------------------------------------------------------------------- Schleswig 4621 - --------------------------------------------------------------------------------------------------------------------------- Niebull 4661 - --------------------------------------------------------------------------------------------------------------------------- Cuxhaven 4721 - --------------------------------------------------------------------------------------------------------------------------- Norden 4931 - --------------------------------------------------------------------------------------------------------------------------- Wunstorf 5031 - --------------------------------------------------------------------------------------------------------------------------- Hameln 5151 - --------------------------------------------------------------------------------------------------------------------------- Peine 5171 - --------------------------------------------------------------------------------------------------------------------------- Salzgitter 5341 - --------------------------------------------------------------------------------------------------------------------------- Gifhorn 5371 - --------------------------------------------------------------------------------------------------------------------------- Ibbenburen 5451 - --------------------------------------------------------------------------------------------------------------------------- Damme Dummer 5494 - --------------------------------------------------------------------------------------------------------------------------- Herzberg am Harz 5521 - --------------------------------------------------------------------------------------------------------------------------- Einbeck 5561 - --------------------------------------------------------------------------------------------------------------------------- Bad Wildungen 5621 - --------------------------------------------------------------------------------------------------------------------------- Meisungen 5661 - --------------------------------------------------------------------------------------------------------------------------- Stadthagen 5721 - --------------------------------------------------------------------------------------------------------------------------- Bad Oeynhausen 5731 - --------------------------------------------------------------------------------------------------------------------------- Stolzenau 5761 - --------------------------------------------------------------------------------------------------------------------------- Gelnhausen 6051 - --------------------------------------------------------------------------------------------------------------------------- Worms 6241 - --------------------------------------------------------------------------------------------------------------------------- Bensheim 6251 - --------------------------------------------------------------------------------------------------------------------------- Mosbach Baden 6261 - --------------------------------------------------------------------------------------------------------------------------- Pirmasens 6331 - --------------------------------------------------------------------------------------------------------------------------- Landau in der Pfalz 6341 - --------------------------------------------------------------------------------------------------------------------------- Marburg 6421 - --------------------------------------------------------------------------------------------------------------------------- Limburg an der Lahn 6431 - --------------------------------------------------------------------------------------------------------------------------- Wetzlar 6441 - --------------------------------------------------------------------------------------------------------------------------- Wittlich 6571 - ---------------------------------------------------------------------------------------------------------------------------
9 (16) Interconnection Contract with FirstMark 2. OVERVIEW OF LOCATIONS OF INTERCONNECTION (ODZ)
- ------------------------------------------------------------------------------------------------------------------------------------ OdZ data Detailed data for the year X+1: - ------------------------------------------------------------------------------------------------------------------------------------ OdZ name Area Address ICAs ICAs ICAs ICAs ICAs ICAs Check sum Associated code interchange "Customer "Customer "Customer "Customer "Physical "Physical of all central point Sited" Sited with Sited Sited with Co-location" Co-location ICAs (inter- signalling customer double with double with connection channel sited support" two-way support and double junctions) (ZZK) routing" two-way support" X+1 routing" - ------------------------------------------------------------------------------------------------------------------------------------ Column sum: 0 0 0 0 0 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------------ Zossen Brandenburg 3377 0 - ------------------------------------------------------------------------------------------------------------------------------------ Oschatz 3435 0 - ------------------------------------------------------------------------------------------------------------------------------------ Grimma 3437 0 - ------------------------------------------------------------------------------------------------------------------------------------ Naumburg Saale 3445 0 - ------------------------------------------------------------------------------------------------------------------------------------ Altenburg Thuringen 3447 0 - ------------------------------------------------------------------------------------------------------------------------------------ Sangerhausen 3464 0 - ------------------------------------------------------------------------------------------------------------------------------------ Artern Unstrut 3466 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bernburg Saale 3471 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bitterfeld 3493 0 - ------------------------------------------------------------------------------------------------------------------------------------ Pirna 3501 0 - ------------------------------------------------------------------------------------------------------------------------------------ Dippoldiswalde 3504 0 - ------------------------------------------------------------------------------------------------------------------------------------ Meissen 3521 0 - ------------------------------------------------------------------------------------------------------------------------------------ Riesa 3525 0 - ------------------------------------------------------------------------------------------------------------------------------------ Elsterwerda 3533 0 - ------------------------------------------------------------------------------------------------------------------------------------ Jessen Elster 3537 0 - ------------------------------------------------------------------------------------------------------------------------------------ Lubben Spreewald 3546 0 - ------------------------------------------------------------------------------------------------------------------------------------ Hoyerswerda 3571 0 - ------------------------------------------------------------------------------------------------------------------------------------ Senftenberg 3573 0 - ------------------------------------------------------------------------------------------------------------------------------------ Weisswasser 3576 0 - ------------------------------------------------------------------------------------------------------------------------------------ Gorliz 3581 0 - ------------------------------------------------------------------------------------------------------------------------------------ Zittau 3583 0 - ------------------------------------------------------------------------------------------------------------------------------------ Lobau 3585 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bautzen 3591 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bischofswerda 3594 0 - ------------------------------------------------------------------------------------------------------------------------------------ Muhlhausen Thuringen 3601 0 - ------------------------------------------------------------------------------------------------------------------------------------ NordhausenThuringen 3631 0 - ------------------------------------------------------------------------------------------------------------------------------------ WeimarThuringen 3643 0 - ------------------------------------------------------------------------------------------------------------------------------------ Saalfeld Saale 3671 0 - ------------------------------------------------------------------------------------------------------------------------------------ Meinigen 3693 0 - ------------------------------------------------------------------------------------------------------------------------------------ Freiburg Sachsen 3731 0 - ------------------------------------------------------------------------------------------------------------------------------------ Rochlitz 3737 0 - ------------------------------------------------------------------------------------------------------------------------------------ Plauen 3741 0 - ------------------------------------------------------------------------------------------------------------------------------------ Zwickau 375 0 - ------------------------------------------------------------------------------------------------------------------------------------ Aue Sachsen 3771 0 - ------------------------------------------------------------------------------------------------------------------------------------ Stralsund 3831 0 - ------------------------------------------------------------------------------------------------------------------------------------ Greifswald 3834 0 - ------------------------------------------------------------------------------------------------------------------------------------ Gustrow 3843 0 - ------------------------------------------------------------------------------------------------------------------------------------ Parchim 3871 0 - ------------------------------------------------------------------------------------------------------------------------------------ Perleberg 3876 0 - ------------------------------------------------------------------------------------------------------------------------------------ Gardelegen 3907 0 - ------------------------------------------------------------------------------------------------------------------------------------ Burg bei Magdeburg 3921 0 - ------------------------------------------------------------------------------------------------------------------------------------ Stendal 393 0 - ------------------------------------------------------------------------------------------------------------------------------------ Halberstadt 3941 0 - ------------------------------------------------------------------------------------------------------------------------------------ Wernigerode 3943 0 - ------------------------------------------------------------------------------------------------------------------------------------ Prenzlau 3984 0 - ------------------------------------------------------------------------------------------------------------------------------------ Waren Muritz 3991 0 - ------------------------------------------------------------------------------------------------------------------------------------ Elmshorn 4121 0 - ------------------------------------------------------------------------------------------------------------------------------------ Stade 4141 0 - ------------------------------------------------------------------------------------------------------------------------------------ Winsen Luhe 4171 0 - ------------------------------------------------------------------------------------------------------------------------------------ Delmenhorst 4221 0 - ------------------------------------------------------------------------------------------------------------------------------------ Verden Aller 4231 0 - ------------------------------------------------------------------------------------------------------------------------------------ Cloppenburg 4471 0 - ------------------------------------------------------------------------------------------------------------------------------------ Eutun 4521 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Oldesloe 4531 0 - ------------------------------------------------------------------------------------------------------------------------------------ Schleswig 4621 0 - ------------------------------------------------------------------------------------------------------------------------------------ Niebull 4661 0 - ------------------------------------------------------------------------------------------------------------------------------------ Cuxhaven 4721 0 - ------------------------------------------------------------------------------------------------------------------------------------ Norden 4931 0 - ------------------------------------------------------------------------------------------------------------------------------------ Wunstorf 5031 0 - ------------------------------------------------------------------------------------------------------------------------------------ Hameln 5151 0 - ------------------------------------------------------------------------------------------------------------------------------------ Peine 5171 0 - ------------------------------------------------------------------------------------------------------------------------------------ Salzgitter 5341 0 - ------------------------------------------------------------------------------------------------------------------------------------ Gifhorn 5371 0 - ------------------------------------------------------------------------------------------------------------------------------------ Ibbenburen 5451 0 - ------------------------------------------------------------------------------------------------------------------------------------ Damme Dummer 5494 0 - ------------------------------------------------------------------------------------------------------------------------------------ Herzberg am Harz 5521 0 - ------------------------------------------------------------------------------------------------------------------------------------ Einbeck 5561 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Wildungen 5621 0 - ------------------------------------------------------------------------------------------------------------------------------------ Meisungen 5661 0 - ------------------------------------------------------------------------------------------------------------------------------------ Stadthagen 5721 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Oeynhausen 5731 0 - ------------------------------------------------------------------------------------------------------------------------------------ Stolzenau 5761 0 - ------------------------------------------------------------------------------------------------------------------------------------ Gelnhausen 6051 0 - ------------------------------------------------------------------------------------------------------------------------------------ Worms 6241 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bensheim 6251 0 - ------------------------------------------------------------------------------------------------------------------------------------ Mosbach Baden 6261 0 - ------------------------------------------------------------------------------------------------------------------------------------ Pirmasens 6331 0 - ------------------------------------------------------------------------------------------------------------------------------------ Landau in der Pfalz 6341 0 - ------------------------------------------------------------------------------------------------------------------------------------ Marburg 6421 0 - ------------------------------------------------------------------------------------------------------------------------------------ Limburg an der Lahn 6431 0 - ------------------------------------------------------------------------------------------------------------------------------------ Wetzlar 6441 0 - ------------------------------------------------------------------------------------------------------------------------------------ Wittlich 6571 0 - ------------------------------------------------------------------------------------------------------------------------------------
10 (16) Interconnection Contract with FirstMark 2. OVERVIEW OF LOCATIONS OF INTERCONNECTION (ODZ)
- ----------------------------------------------------------------------------------------------------------------------- OdZ data Indication of traffic intensity by the ICP - ----------------------------------------------------------------------------------------------------------------------- OdZ name Area Telekom to Telekom to Telekom to Telekom ICP to ICP to ICP to ICP to code ICP ICP ICP to ICP Telekom Telekom Telekom Telekom Traffic BHCA CAPS HVSt Traffic BHCA CAPS HVSt intensity intensity in erlangs in erlangs - ----------------------------------------------------------------------------------------------------------------------- Column sum: 0 0 - ----------------------------------------------------------------------------------------------------------------------- Zossen Brandenburg 3377 - ----------------------------------------------------------------------------------------------------------------------- Oschatz 3435 - ----------------------------------------------------------------------------------------------------------------------- Grimma 3437 - ----------------------------------------------------------------------------------------------------------------------- Naumburg Saale 3445 - ----------------------------------------------------------------------------------------------------------------------- Altenburg Thuringen 3447 - ----------------------------------------------------------------------------------------------------------------------- Sangerhausen 3464 - ----------------------------------------------------------------------------------------------------------------------- Artern Unstrut 3466 - ----------------------------------------------------------------------------------------------------------------------- Bernburg Saale 3471 - ----------------------------------------------------------------------------------------------------------------------- Bitterfeld 3493 - ----------------------------------------------------------------------------------------------------------------------- Pirna 3501 - ----------------------------------------------------------------------------------------------------------------------- Dippoldiswalde 3504 - ----------------------------------------------------------------------------------------------------------------------- Meissen 3521 - ----------------------------------------------------------------------------------------------------------------------- Riesa 3525 - ----------------------------------------------------------------------------------------------------------------------- Elsterwerda 3533 - ----------------------------------------------------------------------------------------------------------------------- Jessen Elster 3537 - ----------------------------------------------------------------------------------------------------------------------- Lubben Spreewald 3546 - ----------------------------------------------------------------------------------------------------------------------- Hoyerswerda 3571 - ----------------------------------------------------------------------------------------------------------------------- Senftenberg 3573 - ----------------------------------------------------------------------------------------------------------------------- Weisswasser 3576 - ----------------------------------------------------------------------------------------------------------------------- Gorliz 3581 - ----------------------------------------------------------------------------------------------------------------------- Zittau 3583 - ----------------------------------------------------------------------------------------------------------------------- Lobau 3585 - ----------------------------------------------------------------------------------------------------------------------- Bautzen 3591 - ----------------------------------------------------------------------------------------------------------------------- Bischofswerda 3594 - ----------------------------------------------------------------------------------------------------------------------- Muhlhausen Thuringen 3601 - ----------------------------------------------------------------------------------------------------------------------- NordhausenThuringen 3631 - ----------------------------------------------------------------------------------------------------------------------- WeimarThuringen 3643 - ----------------------------------------------------------------------------------------------------------------------- Saalfeld Saale 3671 - ----------------------------------------------------------------------------------------------------------------------- Meinigen 3693 - ----------------------------------------------------------------------------------------------------------------------- Freiburg Sachsen 3731 - ----------------------------------------------------------------------------------------------------------------------- Rochlitz 3737 - ----------------------------------------------------------------------------------------------------------------------- Plauen 3741 - ----------------------------------------------------------------------------------------------------------------------- Zwickau 375 - ----------------------------------------------------------------------------------------------------------------------- Aue Sachsen 3771 - ----------------------------------------------------------------------------------------------------------------------- Stralsund 3831 - ----------------------------------------------------------------------------------------------------------------------- Greifswald 3834 - ----------------------------------------------------------------------------------------------------------------------- Gustrow 3843 - ----------------------------------------------------------------------------------------------------------------------- Parchim 3871 - ----------------------------------------------------------------------------------------------------------------------- Perleberg 3876 - ----------------------------------------------------------------------------------------------------------------------- Gardelegen 3907 - ----------------------------------------------------------------------------------------------------------------------- Burg bei Magdeburg 3921 - ----------------------------------------------------------------------------------------------------------------------- Stendal 393 - ----------------------------------------------------------------------------------------------------------------------- Halberstadt 3941 - ----------------------------------------------------------------------------------------------------------------------- Wernigerode 3943 - ----------------------------------------------------------------------------------------------------------------------- Prenzlau 3984 - ----------------------------------------------------------------------------------------------------------------------- Waren Muritz 3991 - ----------------------------------------------------------------------------------------------------------------------- Elmshorn 4121 - ----------------------------------------------------------------------------------------------------------------------- Stade 4141 - ----------------------------------------------------------------------------------------------------------------------- Winsen Luhe 4171 - ----------------------------------------------------------------------------------------------------------------------- Delmenhorst 4221 - ----------------------------------------------------------------------------------------------------------------------- Verden Aller 4231 - ----------------------------------------------------------------------------------------------------------------------- Cloppenburg 4471 - ----------------------------------------------------------------------------------------------------------------------- Eutun 4521 - ----------------------------------------------------------------------------------------------------------------------- Bad Oldesloe 4531 - ----------------------------------------------------------------------------------------------------------------------- Schleswig 4621 - ----------------------------------------------------------------------------------------------------------------------- Niebull 4661 - ----------------------------------------------------------------------------------------------------------------------- Cuxhaven 4721 - ----------------------------------------------------------------------------------------------------------------------- Norden 4931 - ----------------------------------------------------------------------------------------------------------------------- Wunstorf 5031 - ----------------------------------------------------------------------------------------------------------------------- Hameln 5151 - ----------------------------------------------------------------------------------------------------------------------- Peine 5171 - ----------------------------------------------------------------------------------------------------------------------- Salzgitter 5341 - ----------------------------------------------------------------------------------------------------------------------- Gifhorn 5371 - ----------------------------------------------------------------------------------------------------------------------- Ibbenburen 5451 - ----------------------------------------------------------------------------------------------------------------------- Damme Dummer 5494 - ----------------------------------------------------------------------------------------------------------------------- Herzberg am Harz 5521 - ----------------------------------------------------------------------------------------------------------------------- Einbeck 5561 - ----------------------------------------------------------------------------------------------------------------------- Bad Wildungen 5621 - ----------------------------------------------------------------------------------------------------------------------- Meisungen 5661 - ----------------------------------------------------------------------------------------------------------------------- Stadthagen 5721 - ----------------------------------------------------------------------------------------------------------------------- Bad Oeynhausen 5731 - ----------------------------------------------------------------------------------------------------------------------- Stolzenau 5761 - ----------------------------------------------------------------------------------------------------------------------- Gelnhausen 6051 - ----------------------------------------------------------------------------------------------------------------------- Worms 6241 - ----------------------------------------------------------------------------------------------------------------------- Bensheim 6251 - ----------------------------------------------------------------------------------------------------------------------- Mosbach Baden 6261 - ----------------------------------------------------------------------------------------------------------------------- Pirmasens 6331 - ----------------------------------------------------------------------------------------------------------------------- Landau in der Pfalz 6341 - ----------------------------------------------------------------------------------------------------------------------- Marburg 6421 - ----------------------------------------------------------------------------------------------------------------------- Limburg an der Lahn 6431 - ----------------------------------------------------------------------------------------------------------------------- Wetzlar 6441 - ----------------------------------------------------------------------------------------------------------------------- Wittlich 6571 - -----------------------------------------------------------------------------------------------------------------------
11 (16) Interconnection Contract with FirstMark 2. OVERVIEW OF LOCATIONS OF INTERCONNECTION (ODZ)
- ----------------------------------------------------------------------------------------------------------------------- OdZ data Indication of traffic intensity by the ICP - ----------------------------------------------------------------------------------------------------------------------- OdZ name Area Telekom to Telekom to Telekom to Telekom ICP to ICP to ICP to ICP to code ICP ICP ICP to ICP Telekom Telekom Telekom Telekom Traffic BHCA CAPS HVSt Traffic BHCA CAPS HVSt intensity intensity in erlangs in erlangs - ----------------------------------------------------------------------------------------------------------------------- Column sum: 0 0 - ----------------------------------------------------------------------------------------------------------------------- Zossen Brandenburg 3377 - ----------------------------------------------------------------------------------------------------------------------- Oschatz 3435 - ----------------------------------------------------------------------------------------------------------------------- Grimma 3437 - ----------------------------------------------------------------------------------------------------------------------- Naumburg Saale 3445 - ----------------------------------------------------------------------------------------------------------------------- Altenburg Thuringen 3447 - ----------------------------------------------------------------------------------------------------------------------- Sangerhausen 3464 - ----------------------------------------------------------------------------------------------------------------------- Artern Unstrut 3466 - ----------------------------------------------------------------------------------------------------------------------- Bernburg Saale 3471 - ----------------------------------------------------------------------------------------------------------------------- Bitterfeld 3493 - ----------------------------------------------------------------------------------------------------------------------- Pirna 3501 - ----------------------------------------------------------------------------------------------------------------------- Dippoldiswalde 3504 - ----------------------------------------------------------------------------------------------------------------------- Meissen 3521 - ----------------------------------------------------------------------------------------------------------------------- Riesa 3525 - ----------------------------------------------------------------------------------------------------------------------- Elsterwerda 3533 - ----------------------------------------------------------------------------------------------------------------------- Jessen Elster 3537 - ----------------------------------------------------------------------------------------------------------------------- Lubben Spreewald 3546 - ----------------------------------------------------------------------------------------------------------------------- Hoyerswerda 3571 - ----------------------------------------------------------------------------------------------------------------------- Senftenberg 3573 - ----------------------------------------------------------------------------------------------------------------------- Weisswasser 3576 - ----------------------------------------------------------------------------------------------------------------------- Gorliz 3581 - ----------------------------------------------------------------------------------------------------------------------- Zittau 3583 - ----------------------------------------------------------------------------------------------------------------------- Lobau 3585 - ----------------------------------------------------------------------------------------------------------------------- Bautzen 3591 - ----------------------------------------------------------------------------------------------------------------------- Bischofswerda 3594 - ----------------------------------------------------------------------------------------------------------------------- Muhlhausen Thuringen 3601 - ----------------------------------------------------------------------------------------------------------------------- NordhausenThuringen 3631 - ----------------------------------------------------------------------------------------------------------------------- WeimarThuringen 3643 - ----------------------------------------------------------------------------------------------------------------------- Saalfeld Saale 3671 - ----------------------------------------------------------------------------------------------------------------------- Meinigen 3693 - ----------------------------------------------------------------------------------------------------------------------- Freiburg Sachsen 3731 - ----------------------------------------------------------------------------------------------------------------------- Rochlitz 3737 - ----------------------------------------------------------------------------------------------------------------------- Plauen 3741 - ----------------------------------------------------------------------------------------------------------------------- Zwickau 375 - ----------------------------------------------------------------------------------------------------------------------- Aue Sachsen 3771 - ----------------------------------------------------------------------------------------------------------------------- Stralsund 3831 - ----------------------------------------------------------------------------------------------------------------------- Greifswald 3834 - ----------------------------------------------------------------------------------------------------------------------- Gustrow 3843 - ----------------------------------------------------------------------------------------------------------------------- Parchim 3871 - ----------------------------------------------------------------------------------------------------------------------- Perleberg 3876 - ----------------------------------------------------------------------------------------------------------------------- Gardelegen 3907 - ----------------------------------------------------------------------------------------------------------------------- Burg bei Magdeburg 3921 - ----------------------------------------------------------------------------------------------------------------------- Stendal 393 - ----------------------------------------------------------------------------------------------------------------------- Halberstadt 3941 - ----------------------------------------------------------------------------------------------------------------------- Wernigerode 3943 - ----------------------------------------------------------------------------------------------------------------------- Prenzlau 3984 - ----------------------------------------------------------------------------------------------------------------------- Waren Muritz 3991 - ----------------------------------------------------------------------------------------------------------------------- Elmshorn 4121 - ----------------------------------------------------------------------------------------------------------------------- Stade 4141 - ----------------------------------------------------------------------------------------------------------------------- Winsen Luhe 4171 - ----------------------------------------------------------------------------------------------------------------------- Delmenhorst 4221 - ----------------------------------------------------------------------------------------------------------------------- Verden Aller 4231 - ----------------------------------------------------------------------------------------------------------------------- Cloppenburg 4471 - ----------------------------------------------------------------------------------------------------------------------- Eutun 4521 - ----------------------------------------------------------------------------------------------------------------------- Bad Oldesloe 4531 - ----------------------------------------------------------------------------------------------------------------------- Schleswig 4621 - ----------------------------------------------------------------------------------------------------------------------- Niebull 4661 - ----------------------------------------------------------------------------------------------------------------------- Cuxhaven 4721 - ----------------------------------------------------------------------------------------------------------------------- Norden 4931 - ----------------------------------------------------------------------------------------------------------------------- Wunstorf 5031 - ----------------------------------------------------------------------------------------------------------------------- Hameln 5151 - ----------------------------------------------------------------------------------------------------------------------- Peine 5171 - ----------------------------------------------------------------------------------------------------------------------- Salzgitter 5341 - ----------------------------------------------------------------------------------------------------------------------- Gifhorn 5371 - ----------------------------------------------------------------------------------------------------------------------- Ibbenburen 5451 - ----------------------------------------------------------------------------------------------------------------------- Damme Dummer 5494 - ----------------------------------------------------------------------------------------------------------------------- Herzberg am Harz 5521 - ----------------------------------------------------------------------------------------------------------------------- Einbeck 5561 - ----------------------------------------------------------------------------------------------------------------------- Bad Wildungen 5621 - ----------------------------------------------------------------------------------------------------------------------- Meisungen 5661 - ----------------------------------------------------------------------------------------------------------------------- Stadthagen 5721 - ----------------------------------------------------------------------------------------------------------------------- Bad Oeynhausen 5731 - ----------------------------------------------------------------------------------------------------------------------- Stolzenau 5761 - ----------------------------------------------------------------------------------------------------------------------- Gelnhausen 6051 - ----------------------------------------------------------------------------------------------------------------------- Worms 6241 - ----------------------------------------------------------------------------------------------------------------------- Bensheim 6251 - ----------------------------------------------------------------------------------------------------------------------- Mosbach Baden 6261 - ----------------------------------------------------------------------------------------------------------------------- Pirmasens 6331 - ----------------------------------------------------------------------------------------------------------------------- Landau in der Pfalz 6341 - ----------------------------------------------------------------------------------------------------------------------- Marburg 6421 - ----------------------------------------------------------------------------------------------------------------------- Limburg an der Lahn 6431 - ----------------------------------------------------------------------------------------------------------------------- Wetzlar 6441 - ----------------------------------------------------------------------------------------------------------------------- Wittlich 6571 - -----------------------------------------------------------------------------------------------------------------------
12 (16) Interconnection Contract with FirstMark 2. OVERVIEW OF LOCATIONS OF INTERCONNECTION (ODZ)
- ---------------------------------------------------------------------------------------------------------------------------- OdZ data Planning data for the Year X+1 Planning data for the year X+1(new): year X+1: (old): - ---------------------------------------------------------------------------------------------------------------------------- OdZ name Area Sum ICAs Sum traffic Former 1st 2nd 3rd 4th Number code X+1 HVSt (Erlang) planning quarter quarter quarter quarter of ICAs data (from ICAs ICAs ICAs year ICAs to be the year year X+1 year X+1 X+1 year X+1 implemented X-1) for in the ICAs in X+1 year X+1 - ---------------------------------------------------------------------------------------------------------------------------- Column sum: 0 0 0 0 0 0 - ---------------------------------------------------------------------------------------------------------------------------- Bad Hersfeld 6621 - ---------------------------------------------------------------------------------------------------------------------------- Lauterbach Hessen 6641 - ---------------------------------------------------------------------------------------------------------------------------- Bingen am Rhein 6721 - ---------------------------------------------------------------------------------------------------------------------------- St Wendel 6851 - ---------------------------------------------------------------------------------------------------------------------------- Kirchheim unter Teck 7021 - ---------------------------------------------------------------------------------------------------------------------------- Muhlacker 7041 - ---------------------------------------------------------------------------------------------------------------------------- Calw 7051 - ---------------------------------------------------------------------------------------------------------------------------- Schorndorf Wurttbg. 7181 - ---------------------------------------------------------------------------------------------------------------------------- Backnang 7191 - ---------------------------------------------------------------------------------------------------------------------------- Bruchsal 7251 - ---------------------------------------------------------------------------------------------------------------------------- Sinsheim 7261 - ---------------------------------------------------------------------------------------------------------------------------- Worth am Rhein 7271 - ---------------------------------------------------------------------------------------------------------------------------- Heidenheim a. d. Brenz 7321 - ---------------------------------------------------------------------------------------------------------------------------- Biberach an der Riss 7351 - ---------------------------------------------------------------------------------------------------------------------------- Horb am Neckar 7451 - ---------------------------------------------------------------------------------------------------------------------------- Konstanz 7531 - ---------------------------------------------------------------------------------------------------------------------------- Friedrichshafen 7541 - ---------------------------------------------------------------------------------------------------------------------------- Sigmaringen 7571 - ---------------------------------------------------------------------------------------------------------------------------- Lorrach 7621 - ---------------------------------------------------------------------------------------------------------------------------- Muhlheim Baden 7631 - ---------------------------------------------------------------------------------------------------------------------------- Villingen i. Schwarzw 7721 - ---------------------------------------------------------------------------------------------------------------------------- Lahr Schwarzwald 7821 - ---------------------------------------------------------------------------------------------------------------------------- Ohringen 7941 - ---------------------------------------------------------------------------------------------------------------------------- Waakirchen 8021 - ---------------------------------------------------------------------------------------------------------------------------- Rosenheim 8031 - ---------------------------------------------------------------------------------------------------------------------------- Kirchseeon 8091 - ---------------------------------------------------------------------------------------------------------------------------- Markt Schwaben 8121 - ---------------------------------------------------------------------------------------------------------------------------- Stamberg 8151 - ---------------------------------------------------------------------------------------------------------------------------- Landsberg am Lech 8191 - ---------------------------------------------------------------------------------------------------------------------------- Buchloe 8241 - ---------------------------------------------------------------------------------------------------------------------------- Aichach 8251 - ---------------------------------------------------------------------------------------------------------------------------- Memmingen 8331 - ---------------------------------------------------------------------------------------------------------------------------- Lindenberg Allgau 8381 - ---------------------------------------------------------------------------------------------------------------------------- Eichstadt Bayern 8421 - ---------------------------------------------------------------------------------------------------------------------------- Beilngries 8461 - ---------------------------------------------------------------------------------------------------------------------------- Pfarrkirchen Niederbayr 8561 - ---------------------------------------------------------------------------------------------------------------------------- Muhldorf am Inn 8631 - ---------------------------------------------------------------------------------------------------------------------------- Roth Mittelfranken 9171 - ---------------------------------------------------------------------------------------------------------------------------- Neumarkt i. d. Oberpfalz 9181 - ---------------------------------------------------------------------------------------------------------------------------- Forchheim Oberfranken 9191 - ---------------------------------------------------------------------------------------------------------------------------- Kulmbach 9221 - ---------------------------------------------------------------------------------------------------------------------------- Hof Saale 9281 - ---------------------------------------------------------------------------------------------------------------------------- Kizingen 9321 - ---------------------------------------------------------------------------------------------------------------------------- Tauberbischofsheim 9341 - ---------------------------------------------------------------------------------------------------------------------------- Marktheidenfeld 9391 - ---------------------------------------------------------------------------------------------------------------------------- Straubing 9421 - ---------------------------------------------------------------------------------------------------------------------------- Amberg Oberpfalz 9621 - ----------------------------------------------------------------------------------------------------------------------------
13 (16) Interconnection Contract with FirstMark 2. OVERVIEW OF LOCATIONS OF INTERCONNECTION (ODZ)
- ------------------------------------------------------------------------------------------------------------------------------------ OdZ data Detailed data for the year X+1: - ------------------------------------------------------------------------------------------------------------------------------------ OdZ name Area Address ICAs ICAs ICAs ICAs ICAs ICAs Check sum Associated code interchange "Customer "Customer "Customer "Customer "Physical "Physical of all central point Sited" Sited with Sited Sited with Co-location" Co-location ICAs (inter- signalling customer double with double with connection channel sited support" two-way support and double junctions) (ZZK) routing" two-way support" X+1 routing" - ------------------------------------------------------------------------------------------------------------------------------------ Column sum: 0 0 0 0 0 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Hersfeld 6621 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bingen am Rhein 6721 0 - ------------------------------------------------------------------------------------------------------------------------------------ St Wendel 6851 0 - ------------------------------------------------------------------------------------------------------------------------------------ Kirchheim unter Teck 7021 0 - ------------------------------------------------------------------------------------------------------------------------------------ Muhlacker 7041 0 - ------------------------------------------------------------------------------------------------------------------------------------ Calw 7051 0 - ------------------------------------------------------------------------------------------------------------------------------------ Schorndorf Wurttbg. 7181 0 - ------------------------------------------------------------------------------------------------------------------------------------ Backnang 7191 0 - ------------------------------------------------------------------------------------------------------------------------------------ Bruchsal 7251 0 - ------------------------------------------------------------------------------------------------------------------------------------ Sinsheim 7261 0 - ------------------------------------------------------------------------------------------------------------------------------------ Worth am Rhein 7271 0 - ------------------------------------------------------------------------------------------------------------------------------------ Heidenheim a. d. Brenz 7321 0 - ------------------------------------------------------------------------------------------------------------------------------------ Biberach an der Riss 7351 0 - ------------------------------------------------------------------------------------------------------------------------------------ Horb am Neckar 7451 0 - ------------------------------------------------------------------------------------------------------------------------------------ Konstanz 7531 0 - ------------------------------------------------------------------------------------------------------------------------------------ Friedrichshafen 7541 0 - ------------------------------------------------------------------------------------------------------------------------------------ Sigmaringen 7571 0 - ------------------------------------------------------------------------------------------------------------------------------------ Lorrach 7621 0 - ------------------------------------------------------------------------------------------------------------------------------------ Muhlheim Baden 7631 0 - ------------------------------------------------------------------------------------------------------------------------------------ Villingen i. Schwarzw 7721 0 - ------------------------------------------------------------------------------------------------------------------------------------ Lahr Schwarzwald 7821 0 - ------------------------------------------------------------------------------------------------------------------------------------ Ohringen 7941 0 - ------------------------------------------------------------------------------------------------------------------------------------ Waakirchen 8021 0 - ------------------------------------------------------------------------------------------------------------------------------------ Rosenheim 8031 0 - ------------------------------------------------------------------------------------------------------------------------------------ Kirchseeon 8091 0 - ------------------------------------------------------------------------------------------------------------------------------------ Markt Schwaben 8121 0 - ------------------------------------------------------------------------------------------------------------------------------------ Stamberg 8151 0 - ------------------------------------------------------------------------------------------------------------------------------------ Landsberg am Lech 8191 0 - ------------------------------------------------------------------------------------------------------------------------------------ Buchloe 8241 0 - ------------------------------------------------------------------------------------------------------------------------------------ Aichach 8251 0 - ------------------------------------------------------------------------------------------------------------------------------------ Memmingen 8331 0 - ------------------------------------------------------------------------------------------------------------------------------------ Lindenberg Allgau 8381 0 - ------------------------------------------------------------------------------------------------------------------------------------ Eichstadt Bayern 8421 0 - ------------------------------------------------------------------------------------------------------------------------------------ Beilngries 8461 0 - ------------------------------------------------------------------------------------------------------------------------------------ Pfarrkirchen Niederbayr 8561 0 - ------------------------------------------------------------------------------------------------------------------------------------ Muhldorf am Inn 8631 0 - ------------------------------------------------------------------------------------------------------------------------------------ Roth Mittelfranken 9171 0 - ------------------------------------------------------------------------------------------------------------------------------------ Neumarkt i. d. Oberpfalz 9181 0 - ------------------------------------------------------------------------------------------------------------------------------------ Forchheim Oberfranken 9191 0 - ------------------------------------------------------------------------------------------------------------------------------------ Kulmbach 9221 0 - ------------------------------------------------------------------------------------------------------------------------------------ Hof Saale 9281 0 - ------------------------------------------------------------------------------------------------------------------------------------ Kizingen 9321 0 - ------------------------------------------------------------------------------------------------------------------------------------ Tauberbischofsheim 9341 0 - ------------------------------------------------------------------------------------------------------------------------------------ Marktheidenfeld 9391 0 - ------------------------------------------------------------------------------------------------------------------------------------ Straubing 9421 0 - ------------------------------------------------------------------------------------------------------------------------------------ Amberg Oberpfalz 9621 0 - ------------------------------------------------------------------------------------------------------------------------------------
14 (16) Interconnection Contract with FirstMark 2. OVERVIEW OF LOCATIONS OF INTERCONNECTION (ODZ)
- ------------------------------------------------------------------------------------------------------------------------ OdZ data Indication of traffic intensity by the ICP - ------------------------------------------------------------------------------------------------------------------------ OdZ name Area Telekom to Telekom to Telekom to Telekom ICP to ICP to ICP to ICP to code ICP ICP ICP to ICP Telekom Telekom Telekom Telekom Traffic BHCA CAPS HVSt Traffic BHCA CAPS HVSt intensity intensity in erlangs in erlangs - ------------------------------------------------------------------------------------------------------------------------ Column sum: 0 0 - ------------------------------------------------------------------------------------------------------------------------ Bad Hersfeld 6621 - ------------------------------------------------------------------------------------------------------------------------ Lauterbach Hessen 6641 - ------------------------------------------------------------------------------------------------------------------------ Bingen am Rhein 6721 - ------------------------------------------------------------------------------------------------------------------------ St Wendel 6851 - ------------------------------------------------------------------------------------------------------------------------ Kirchheim unter Teck 7021 - ------------------------------------------------------------------------------------------------------------------------ Muhlacker 7041 - ------------------------------------------------------------------------------------------------------------------------ Calw 7051 - ------------------------------------------------------------------------------------------------------------------------ Schorndorf Wurttbg. 7181 - ------------------------------------------------------------------------------------------------------------------------ Backnang 7191 - ------------------------------------------------------------------------------------------------------------------------ Bruchsal 7251 - ------------------------------------------------------------------------------------------------------------------------ Sinsheim 7261 - ------------------------------------------------------------------------------------------------------------------------ Worth am Rhein 7271 - ------------------------------------------------------------------------------------------------------------------------ Heidenheim a. d. Brenz 7321 - ------------------------------------------------------------------------------------------------------------------------ Biberach an der Riss 7351 - ------------------------------------------------------------------------------------------------------------------------ Horb am Neckar 7451 - ------------------------------------------------------------------------------------------------------------------------ Konstanz 7531 - ------------------------------------------------------------------------------------------------------------------------ Friedrichshafen 7541 - ------------------------------------------------------------------------------------------------------------------------ Sigmaringen 7571 - ------------------------------------------------------------------------------------------------------------------------ Lorrach 7621 - ------------------------------------------------------------------------------------------------------------------------ Muhlheim Baden 7631 - ------------------------------------------------------------------------------------------------------------------------ Villingen i. Schwarzw 7721 - ------------------------------------------------------------------------------------------------------------------------ Lahr Schwarzwald 7821 - ------------------------------------------------------------------------------------------------------------------------ Ohringen 7941 - ------------------------------------------------------------------------------------------------------------------------ Waakirchen 8021 - ------------------------------------------------------------------------------------------------------------------------ Rosenheim 8031 - ------------------------------------------------------------------------------------------------------------------------ Kirchseeon 8091 - ------------------------------------------------------------------------------------------------------------------------ Markt Schwaben 8121 - ------------------------------------------------------------------------------------------------------------------------ Stamberg 8151 - ------------------------------------------------------------------------------------------------------------------------ Landsberg am Lech 8191 - ------------------------------------------------------------------------------------------------------------------------ Buchloe 8241 - ------------------------------------------------------------------------------------------------------------------------ Aichach 8251 - ------------------------------------------------------------------------------------------------------------------------ Memmingen 8331 - ------------------------------------------------------------------------------------------------------------------------ Lindenberg Allgau 8381 - ------------------------------------------------------------------------------------------------------------------------ Eichstadt Bayern 8421 - ------------------------------------------------------------------------------------------------------------------------ Beilngries 8461 - ------------------------------------------------------------------------------------------------------------------------ Pfarrkirchen Niederbayr 8561 - ------------------------------------------------------------------------------------------------------------------------ Muhldorf am Inn 8631 - ------------------------------------------------------------------------------------------------------------------------ Roth Mittelfranken 9171 - ------------------------------------------------------------------------------------------------------------------------ Neumarkt i. d. Oberpfalz 9181 - ------------------------------------------------------------------------------------------------------------------------ Forchheim Oberfranken 9191 - ------------------------------------------------------------------------------------------------------------------------ Kulmbach 9221 - ------------------------------------------------------------------------------------------------------------------------ Hof Saale 9281 - ------------------------------------------------------------------------------------------------------------------------ Kizingen 9321 - ------------------------------------------------------------------------------------------------------------------------ Tauberbischofsheim 9341 - ------------------------------------------------------------------------------------------------------------------------ Marktheidenfeld 9391 - ------------------------------------------------------------------------------------------------------------------------ Straubing 9421 - ------------------------------------------------------------------------------------------------------------------------ Amberg Oberpfalz 9621 - ------------------------------------------------------------------------------------------------------------------------
15 (16) Interconnection Contract with FirstMark 2. OVERVIEW OF LOCATIONS OF INTERCONNECTION (ODZ)
- ------------------------------------------------------------------------------------------------------------------------ OdZ data Indication of traffic intensity by the ICP - ------------------------------------------------------------------------------------------------------------------------ OdZ name Area Telekom to Telekom to Telekom to Telekom ICP to ICP to ICP to ICP to code ICP ICP ICP to ICP Telekom Telekom Telekom Telekom Traffic BHCA CAPS HVSt Traffic BHCA CAPS HVSt intensity intensity in erlangs in erlangs - ------------------------------------------------------------------------------------------------------------------------ Column sum: 0 0 - ------------------------------------------------------------------------------------------------------------------------ Bad Hersfeld 6621 - ------------------------------------------------------------------------------------------------------------------------ Lauterbach Hessen 6641 - ------------------------------------------------------------------------------------------------------------------------ Bingen am Rhein 6721 - ------------------------------------------------------------------------------------------------------------------------ St Wendel 6851 - ------------------------------------------------------------------------------------------------------------------------ Kirchheim unter Teck 7021 - ------------------------------------------------------------------------------------------------------------------------ Muhlacker 7041 - ------------------------------------------------------------------------------------------------------------------------ Calw 7051 - ------------------------------------------------------------------------------------------------------------------------ Schorndorf Wurttbg. 7181 - ------------------------------------------------------------------------------------------------------------------------ Backnang 7191 - ------------------------------------------------------------------------------------------------------------------------ Bruchsal 7251 - ------------------------------------------------------------------------------------------------------------------------ Sinsheim 7261 - ------------------------------------------------------------------------------------------------------------------------ Worth am Rhein 7271 - ------------------------------------------------------------------------------------------------------------------------ Heidenheim a. d. Brenz 7321 - ------------------------------------------------------------------------------------------------------------------------ Biberach an der Riss 7351 - ------------------------------------------------------------------------------------------------------------------------ Horb am Neckar 7451 - ------------------------------------------------------------------------------------------------------------------------ Konstanz 7531 - ------------------------------------------------------------------------------------------------------------------------ Friedrichshafen 7541 - ------------------------------------------------------------------------------------------------------------------------ Sigmaringen 7571 - ------------------------------------------------------------------------------------------------------------------------ Lorrach 7621 - ------------------------------------------------------------------------------------------------------------------------ Muhlheim Baden 7631 - ------------------------------------------------------------------------------------------------------------------------ Villingen i. Schwarzw 7721 - ------------------------------------------------------------------------------------------------------------------------ Lahr Schwarzwald 7821 - ------------------------------------------------------------------------------------------------------------------------ Ohringen 7941 - ------------------------------------------------------------------------------------------------------------------------ Waakirchen 8021 - ------------------------------------------------------------------------------------------------------------------------ Rosenheim 8031 - ------------------------------------------------------------------------------------------------------------------------ Kirchseeon 8091 - ------------------------------------------------------------------------------------------------------------------------ Markt Schwaben 8121 - ------------------------------------------------------------------------------------------------------------------------ Stamberg 8151 - ------------------------------------------------------------------------------------------------------------------------ Landsberg am Lech 8191 - ------------------------------------------------------------------------------------------------------------------------ Buchloe 8241 - ------------------------------------------------------------------------------------------------------------------------ Aichach 8251 - ------------------------------------------------------------------------------------------------------------------------ Memmingen 8331 - ------------------------------------------------------------------------------------------------------------------------ Lindenberg Allgau 8381 - ------------------------------------------------------------------------------------------------------------------------ Eichstadt Bayern 8421 - ------------------------------------------------------------------------------------------------------------------------ Beilngries 8461 - ------------------------------------------------------------------------------------------------------------------------ Pfarrkirchen Niederbayr 8561 - ------------------------------------------------------------------------------------------------------------------------ Muhldorf am Inn 8631 - ------------------------------------------------------------------------------------------------------------------------ Roth Mittelfranken 9171 - ------------------------------------------------------------------------------------------------------------------------ Neumarkt i. d. Oberpfalz 9181 - ------------------------------------------------------------------------------------------------------------------------ Forchheim Oberfranken 9191 - ------------------------------------------------------------------------------------------------------------------------ Kulmbach 9221 - ------------------------------------------------------------------------------------------------------------------------ Hof Saale 9281 - ------------------------------------------------------------------------------------------------------------------------ Kizingen 9321 - ------------------------------------------------------------------------------------------------------------------------ Tauberbischofsheim 9341 - ------------------------------------------------------------------------------------------------------------------------ Marktheidenfeld 9391 - ------------------------------------------------------------------------------------------------------------------------ Straubing 9421 - ------------------------------------------------------------------------------------------------------------------------ Amberg Oberpfalz 9621 - ------------------------------------------------------------------------------------------------------------------------
16 (16) Interconnection Contract with FirstMark 3. OVERVIEW OF CATCHMENT AREAS
- ------------------------------------------------------------------------------------------------------------------------------------ OdZ data Traffic flow ICP > German Telekom (determination of catchment area by ICP) - ------------------------------------------------------------------------------------------------------------------------------------ OdZ name Area ICP- Telekom ICP- ICP- ICP- ICP- ICP- Telekom Telekom Telekom Telekom Telekom code B.2 B.1 O.5 O.12 Z.7 Z.9 Z.10 O.1 O.2 O.3 O.4 O.5 - ------------------------------------------------------------------------------------------------------------------------------------ Essen 201 - ------------------------------------------------------------------------------------------------------------------------------------ Dusseldorf 211 - ------------------------------------------------------------------------------------------------------------------------------------ Koln 221 - ------------------------------------------------------------------------------------------------------------------------------------ Dortmund 231 - ------------------------------------------------------------------------------------------------------------------------------------ Berlin 30 - ------------------------------------------------------------------------------------------------------------------------------------ Leipzig 341 - ------------------------------------------------------------------------------------------------------------------------------------ Dresden 351 - ------------------------------------------------------------------------------------------------------------------------------------ Erfurt 361 - ------------------------------------------------------------------------------------------------------------------------------------ Rostock 381 - ------------------------------------------------------------------------------------------------------------------------------------ Madgdeburg 391 - ------------------------------------------------------------------------------------------------------------------------------------ Hamburg 40 - ------------------------------------------------------------------------------------------------------------------------------------ Bremen 421 - ------------------------------------------------------------------------------------------------------------------------------------ Kiel 431 - ------------------------------------------------------------------------------------------------------------------------------------ Hannover 511 - ------------------------------------------------------------------------------------------------------------------------------------ Bielefeld 521 - ------------------------------------------------------------------------------------------------------------------------------------ Frankfurt am Main 69 - ------------------------------------------------------------------------------------------------------------------------------------ Mannheim 621 - ------------------------------------------------------------------------------------------------------------------------------------ Stuttgart 711 - ------------------------------------------------------------------------------------------------------------------------------------ Karlsruhe 721 - ------------------------------------------------------------------------------------------------------------------------------------ Munchen 89 - ------------------------------------------------------------------------------------------------------------------------------------ Augsburg 821 - ------------------------------------------------------------------------------------------------------------------------------------ Wurzburg 931 - ------------------------------------------------------------------------------------------------------------------------------------ Nurnberg 911 - ------------------------------------------------------------------------------------------------------------------------------------ Aachen 241 - ------------------------------------------------------------------------------------------------------------------------------------ Munster 251 - ------------------------------------------------------------------------------------------------------------------------------------ Koblenz 261 - ------------------------------------------------------------------------------------------------------------------------------------ Siegen 271 - ------------------------------------------------------------------------------------------------------------------------------------ Wesel 281 - ------------------------------------------------------------------------------------------------------------------------------------ Meschede 291 - ------------------------------------------------------------------------------------------------------------------------------------ Chemnitz Sachsen 371 - ------------------------------------------------------------------------------------------------------------------------------------ Neubrandenburg 395 - ------------------------------------------------------------------------------------------------------------------------------------ Oldenburg 441 - ------------------------------------------------------------------------------------------------------------------------------------ Lubeck 451 - ------------------------------------------------------------------------------------------------------------------------------------ Flensburg 461 - ------------------------------------------------------------------------------------------------------------------------------------ Bremerhaven 471 - ------------------------------------------------------------------------------------------------------------------------------------ Heide Holstein 481 - ------------------------------------------------------------------------------------------------------------------------------------ Leer Ostfriesland 491 - ------------------------------------------------------------------------------------------------------------------------------------ Braunschweig 531 - ------------------------------------------------------------------------------------------------------------------------------------ Osnabruck 541 - ------------------------------------------------------------------------------------------------------------------------------------ Gottingen 551 - ------------------------------------------------------------------------------------------------------------------------------------ Kassel 561 - ------------------------------------------------------------------------------------------------------------------------------------ Minden Westfalen 571 - ------------------------------------------------------------------------------------------------------------------------------------ Uelzen 581 - ------------------------------------------------------------------------------------------------------------------------------------ Lingen Ems 591 - ------------------------------------------------------------------------------------------------------------------------------------ Kaiserslautern 631 - ------------------------------------------------------------------------------------------------------------------------------------ Giessen 641 - ------------------------------------------------------------------------------------------------------------------------------------ Trier 651 - ------------------------------------------------------------------------------------------------------------------------------------ Fulda 661 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Kreuznach 671 - ------------------------------------------------------------------------------------------------------------------------------------ Saarbrucken 681 - ------------------------------------------------------------------------------------------------------------------------------------ Ulm Donau 731 - ------------------------------------------------------------------------------------------------------------------------------------ Rottweil 741 - ------------------------------------------------------------------------------------------------------------------------------------ Ravensburg 751 - ------------------------------------------------------------------------------------------------------------------------------------ Freiburg im Breisgau 761 - ------------------------------------------------------------------------------------------------------------------------------------ Donaueschlingen 771 - ------------------------------------------------------------------------------------------------------------------------------------ Offenburg 781 - ------------------------------------------------------------------------------------------------------------------------------------ Schwabisch Hall 791 - ------------------------------------------------------------------------------------------------------------------------------------ Kempten Allgau 831 - ------------------------------------------------------------------------------------------------------------------------------------ Ingolstadt-Zuchenng 8450 - ------------------------------------------------------------------------------------------------------------------------------------ Passau 851 - ------------------------------------------------------------------------------------------------------------------------------------ Traunstein 861 - ------------------------------------------------------------------------------------------------------------------------------------ Landshut 871 - ------------------------------------------------------------------------------------------------------------------------------------ Weitheim Oberbayern 881 - ------------------------------------------------------------------------------------------------------------------------------------ Donauworth 906 - ------------------------------------------------------------------------------------------------------------------------------------ Bayreuth 921 - ------------------------------------------------------------------------------------------------------------------------------------ Regensburg 941 - ------------------------------------------------------------------------------------------------------------------------------------ Bamberg 951 - ------------------------------------------------------------------------------------------------------------------------------------ Weiden in der Oberpfalz 961 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Kissingen 971 - ------------------------------------------------------------------------------------------------------------------------------------ Ansbach 981 - ------------------------------------------------------------------------------------------------------------------------------------ Deggendorf 991 - ------------------------------------------------------------------------------------------------------------------------------------ Wuppertal 202 - ------------------------------------------------------------------------------------------------------------------------------------ Duisburg 203 - ------------------------------------------------------------------------------------------------------------------------------------ Oberhausen 208 - ------------------------------------------------------------------------------------------------------------------------------------ Gelsenkirchen 209 - ------------------------------------------------------------------------------------------------------------------------------------ Solingen 212 - ------------------------------------------------------------------------------------------------------------------------------------ Neuss 2131 - ------------------------------------------------------------------------------------------------------------------------------------ Krefeld 2151 - ------------------------------------------------------------------------------------------------------------------------------------ Monchengladbach 2161 - ------------------------------------------------------------------------------------------------------------------------------------ Leverkusen 2171 - ------------------------------------------------------------------------------------------------------------------------------------ Siegburg 2241 - ------------------------------------------------------------------------------------------------------------------------------------ Gummersbach 2261 - ------------------------------------------------------------------------------------------------------------------------------------ Bonn 228 - ------------------------------------------------------------------------------------------------------------------------------------ Hagen Westfalen 2231 - ------------------------------------------------------------------------------------------------------------------------------------ Bochum 234 - ------------------------------------------------------------------------------------------------------------------------------------ Ludenscheid 2351 - ------------------------------------------------------------------------------------------------------------------------------------ Recklinghausen 2361 - ------------------------------------------------------------------------------------------------------------------------------------ Hamm Westfalen 2381 - ------------------------------------------------------------------------------------------------------------------------------------ Duren 2421 - ------------------------------------------------------------------------------------------------------------------------------------
1(12) Interconnection Contract with FirstMark 3. OVERVIEW OF CATCHMENT AREAS
- ------------------------------------------------------------------------------------------------------------------------------------ OdZ data Traffic flow ICP > German Telekom (determination of catchment area by ICP) - ------------------------------------------------------------------------------------------------------------------------------------ OdZ name Area Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom code O.7 O.8 O.9 O.10 O.11 Z.1 Z.2 Z.3 Z.4 Z.5 Z.6 Z.8 - ------------------------------------------------------------------------------------------------------------------------------------ Essen 201 - ------------------------------------------------------------------------------------------------------------------------------------ Dusseldorf 211 - ------------------------------------------------------------------------------------------------------------------------------------ Koln 221 - ------------------------------------------------------------------------------------------------------------------------------------ Dortmund 231 - ------------------------------------------------------------------------------------------------------------------------------------ Berlin 30 - ------------------------------------------------------------------------------------------------------------------------------------ Leipzig 341 - ------------------------------------------------------------------------------------------------------------------------------------ Dresden 351 - ------------------------------------------------------------------------------------------------------------------------------------ Erfurt 361 - ------------------------------------------------------------------------------------------------------------------------------------ Rostock 381 - ------------------------------------------------------------------------------------------------------------------------------------ Madgdeburg 391 - ------------------------------------------------------------------------------------------------------------------------------------ Hamburg 40 - ------------------------------------------------------------------------------------------------------------------------------------ Bremen 421 - ------------------------------------------------------------------------------------------------------------------------------------ Kiel 431 - ------------------------------------------------------------------------------------------------------------------------------------ Hannover 511 - ------------------------------------------------------------------------------------------------------------------------------------ Bielefeld 521 - ------------------------------------------------------------------------------------------------------------------------------------ Frankfurt am Main 69 - ------------------------------------------------------------------------------------------------------------------------------------ Mannheim 621 - ------------------------------------------------------------------------------------------------------------------------------------ Stuttgart 711 - ------------------------------------------------------------------------------------------------------------------------------------ Karlsruhe 721 - ------------------------------------------------------------------------------------------------------------------------------------ Munchen 89 - ------------------------------------------------------------------------------------------------------------------------------------ Augsburg 821 - ------------------------------------------------------------------------------------------------------------------------------------ Wurzburg 931 - ------------------------------------------------------------------------------------------------------------------------------------ Nurnberg 911 - ------------------------------------------------------------------------------------------------------------------------------------ Aachen 241 - ------------------------------------------------------------------------------------------------------------------------------------ Munster 251 - ------------------------------------------------------------------------------------------------------------------------------------ Koblenz 261 - ------------------------------------------------------------------------------------------------------------------------------------ Siegen 271 - ------------------------------------------------------------------------------------------------------------------------------------ Wesel 281 - ------------------------------------------------------------------------------------------------------------------------------------ Meschede 291 - ------------------------------------------------------------------------------------------------------------------------------------ Chemnitz Sachsen 371 - ------------------------------------------------------------------------------------------------------------------------------------ Neubrandenburg 395 - ------------------------------------------------------------------------------------------------------------------------------------ Oldenburg 441 - ------------------------------------------------------------------------------------------------------------------------------------ Lubeck 451 - ------------------------------------------------------------------------------------------------------------------------------------ Flensburg 461 - ------------------------------------------------------------------------------------------------------------------------------------ Bremerhaven 471 - ------------------------------------------------------------------------------------------------------------------------------------ Heide Holstein 481 - ------------------------------------------------------------------------------------------------------------------------------------ Leer Ostfriesland 491 - ------------------------------------------------------------------------------------------------------------------------------------ Braunschweig 531 - ------------------------------------------------------------------------------------------------------------------------------------ Osnabruck 541 - ------------------------------------------------------------------------------------------------------------------------------------ Gottingen 551 - ------------------------------------------------------------------------------------------------------------------------------------ Kassel 561 - ------------------------------------------------------------------------------------------------------------------------------------ Minden Westfalen 571 - ------------------------------------------------------------------------------------------------------------------------------------ Uelzen 581 - ------------------------------------------------------------------------------------------------------------------------------------ Lingen Ems 591 - ------------------------------------------------------------------------------------------------------------------------------------ Kaiserslautern 631 - ------------------------------------------------------------------------------------------------------------------------------------ Giessen 641 - ------------------------------------------------------------------------------------------------------------------------------------ Trier 651 - ------------------------------------------------------------------------------------------------------------------------------------ Fulda 661 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Kreuznach 671 - ------------------------------------------------------------------------------------------------------------------------------------ Saarbrucken 681 - ------------------------------------------------------------------------------------------------------------------------------------ Ulm Donau 731 - ------------------------------------------------------------------------------------------------------------------------------------ Rottweil 741 - ------------------------------------------------------------------------------------------------------------------------------------ Ravensburg 751 - ------------------------------------------------------------------------------------------------------------------------------------ Freiburg im Breisgau 761 - ------------------------------------------------------------------------------------------------------------------------------------ Donaueschlingen 771 - ------------------------------------------------------------------------------------------------------------------------------------ Offenburg 781 - ------------------------------------------------------------------------------------------------------------------------------------ Schwabisch Hall 791 - ------------------------------------------------------------------------------------------------------------------------------------ Kempten Allgau 831 - ------------------------------------------------------------------------------------------------------------------------------------ Ingolstadt-Zuchenng 8450 - ------------------------------------------------------------------------------------------------------------------------------------ Passau 851 - ------------------------------------------------------------------------------------------------------------------------------------ Traunstein 861 - ------------------------------------------------------------------------------------------------------------------------------------ Landshut 871 - ------------------------------------------------------------------------------------------------------------------------------------ Weitheim Oberbayern 881 - ------------------------------------------------------------------------------------------------------------------------------------ Donauworth 906 - ------------------------------------------------------------------------------------------------------------------------------------ Bayreuth 921 - ------------------------------------------------------------------------------------------------------------------------------------ Regensburg 941 - ------------------------------------------------------------------------------------------------------------------------------------ Bamberg 951 - ------------------------------------------------------------------------------------------------------------------------------------ Weiden in der Oberpfalz 961 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Kissingen 971 - ------------------------------------------------------------------------------------------------------------------------------------ Ansbach 981 - ------------------------------------------------------------------------------------------------------------------------------------ Deggendorf 991 - ------------------------------------------------------------------------------------------------------------------------------------ Wuppertal 202 - ------------------------------------------------------------------------------------------------------------------------------------ Duisburg 203 - ------------------------------------------------------------------------------------------------------------------------------------ Oberhausen 208 - ------------------------------------------------------------------------------------------------------------------------------------ Gelsenkirchen 209 - ------------------------------------------------------------------------------------------------------------------------------------ Solingen 212 - ------------------------------------------------------------------------------------------------------------------------------------ Neuss 2131 - ------------------------------------------------------------------------------------------------------------------------------------ Krefeld 2151 - ------------------------------------------------------------------------------------------------------------------------------------ Monchengladbach 2161 - ------------------------------------------------------------------------------------------------------------------------------------ Leverkusen 2171 - ------------------------------------------------------------------------------------------------------------------------------------ Siegburg 2241 - ------------------------------------------------------------------------------------------------------------------------------------ Gummersbach 2261 - ------------------------------------------------------------------------------------------------------------------------------------ Bonn 228 - ------------------------------------------------------------------------------------------------------------------------------------ Hagen Westfalen 2231 - ------------------------------------------------------------------------------------------------------------------------------------ Bochum 234 - ------------------------------------------------------------------------------------------------------------------------------------ Ludenscheid 2351 - ------------------------------------------------------------------------------------------------------------------------------------ Recklinghausen 2361 - ------------------------------------------------------------------------------------------------------------------------------------ Hamm Westfalen 2381 - ------------------------------------------------------------------------------------------------------------------------------------ Duren 2421 - ------------------------------------------------------------------------------------------------------------------------------------
2(12) Interconnection Contract with FirstMark 3. OVERVIEW OF CATCHMENT AREAS
- ------------------------------------------------------------------------------------------------------------------------------------ OdZ data Traffic flow ICP > German Telekom (determination of catchment area by ICP) - ------------------------------------------------------------------------------------------------------------------------------------ OdZ name Area Telekom Telekom ICP- Telekom Telekom Telekom Telekom ICP- ICP- ICP- ICP- ICP- code B.2 O.5 B.1 O.12 Z.7 Z.9 Z.10 O.6 O.8 O.11 Z.3 Z.4 - ------------------------------------------------------------------------------------------------------------------------------------ Essen 201 - ------------------------------------------------------------------------------------------------------------------------------------ Dusseldorf 211 - ------------------------------------------------------------------------------------------------------------------------------------ Koln 221 - ------------------------------------------------------------------------------------------------------------------------------------ Dortmund 231 - ------------------------------------------------------------------------------------------------------------------------------------ Berlin 30 - ------------------------------------------------------------------------------------------------------------------------------------ Leipzig 341 - ------------------------------------------------------------------------------------------------------------------------------------ Dresden 351 - ------------------------------------------------------------------------------------------------------------------------------------ Erfurt 361 - ------------------------------------------------------------------------------------------------------------------------------------ Rostock 381 - ------------------------------------------------------------------------------------------------------------------------------------ Madgdeburg 391 - ------------------------------------------------------------------------------------------------------------------------------------ Hamburg 40 - ------------------------------------------------------------------------------------------------------------------------------------ Bremen 421 - ------------------------------------------------------------------------------------------------------------------------------------ Kiel 431 - ------------------------------------------------------------------------------------------------------------------------------------ Hannover 511 - ------------------------------------------------------------------------------------------------------------------------------------ Bielefeld 521 - ------------------------------------------------------------------------------------------------------------------------------------ Frankfurt am Main 69 - ------------------------------------------------------------------------------------------------------------------------------------ Mannheim 621 - ------------------------------------------------------------------------------------------------------------------------------------ Stuttgart 711 - ------------------------------------------------------------------------------------------------------------------------------------ Karlsruhe 721 - ------------------------------------------------------------------------------------------------------------------------------------ Munchen 89 - ------------------------------------------------------------------------------------------------------------------------------------ Augsburg 821 - ------------------------------------------------------------------------------------------------------------------------------------ Wurzburg 931 - ------------------------------------------------------------------------------------------------------------------------------------ Nurnberg 911 - ------------------------------------------------------------------------------------------------------------------------------------ Aachen 241 - ------------------------------------------------------------------------------------------------------------------------------------ Munster 251 - ------------------------------------------------------------------------------------------------------------------------------------ Koblenz 261 - ------------------------------------------------------------------------------------------------------------------------------------ Siegen 271 - ------------------------------------------------------------------------------------------------------------------------------------ Wesel 281 - ------------------------------------------------------------------------------------------------------------------------------------ Meschede 291 - ------------------------------------------------------------------------------------------------------------------------------------ Chemnitz Sachsen 371 - ------------------------------------------------------------------------------------------------------------------------------------ Neubrandenburg 395 - ------------------------------------------------------------------------------------------------------------------------------------ Oldenburg 441 - ------------------------------------------------------------------------------------------------------------------------------------ Lubeck 451 - ------------------------------------------------------------------------------------------------------------------------------------ Flensburg 461 - ------------------------------------------------------------------------------------------------------------------------------------ Bremerhaven 471 - ------------------------------------------------------------------------------------------------------------------------------------ Heide Holstein 481 - ------------------------------------------------------------------------------------------------------------------------------------ Leer Ostfriesland 491 - ------------------------------------------------------------------------------------------------------------------------------------ Braunschweig 531 - ------------------------------------------------------------------------------------------------------------------------------------ Osnabruck 541 - ------------------------------------------------------------------------------------------------------------------------------------ Gottingen 551 - ------------------------------------------------------------------------------------------------------------------------------------ Kassel 561 - ------------------------------------------------------------------------------------------------------------------------------------ Minden Westfalen 571 - ------------------------------------------------------------------------------------------------------------------------------------ Uelzen 581 - ------------------------------------------------------------------------------------------------------------------------------------ Lingen Ems 591 - ------------------------------------------------------------------------------------------------------------------------------------ Kaiserslautern 631 - ------------------------------------------------------------------------------------------------------------------------------------ Giessen 641 - ------------------------------------------------------------------------------------------------------------------------------------ Trier 651 - ------------------------------------------------------------------------------------------------------------------------------------ Fulda 661 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Kreuznach 671 - ------------------------------------------------------------------------------------------------------------------------------------ Saarbrucken 681 - ------------------------------------------------------------------------------------------------------------------------------------ Ulm Donau 731 - ------------------------------------------------------------------------------------------------------------------------------------ Rottweil 741 - ------------------------------------------------------------------------------------------------------------------------------------ Ravensburg 751 - ------------------------------------------------------------------------------------------------------------------------------------ Freiburg im Breisgau 761 - ------------------------------------------------------------------------------------------------------------------------------------ Donaueschlingen 771 - ------------------------------------------------------------------------------------------------------------------------------------ Offenburg 781 - ------------------------------------------------------------------------------------------------------------------------------------ Schwabisch Hall 791 - ------------------------------------------------------------------------------------------------------------------------------------ Kempten Allgau 831 - ------------------------------------------------------------------------------------------------------------------------------------ Ingolstadt-Zuchenng 8450 - ------------------------------------------------------------------------------------------------------------------------------------ Passau 851 - ------------------------------------------------------------------------------------------------------------------------------------ Traunstein 861 - ------------------------------------------------------------------------------------------------------------------------------------ Landshut 871 - ------------------------------------------------------------------------------------------------------------------------------------ Weitheim Oberbayern 881 - ------------------------------------------------------------------------------------------------------------------------------------ Donauworth 906 - ------------------------------------------------------------------------------------------------------------------------------------ Bayreuth 921 - ------------------------------------------------------------------------------------------------------------------------------------ Regensburg 941 - ------------------------------------------------------------------------------------------------------------------------------------ Bamberg 951 - ------------------------------------------------------------------------------------------------------------------------------------ Weiden in der Oberpfalz 961 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Kissingen 971 - ------------------------------------------------------------------------------------------------------------------------------------ Ansbach 981 - ------------------------------------------------------------------------------------------------------------------------------------ Deggendorf 991 - ------------------------------------------------------------------------------------------------------------------------------------ Wuppertal 202 - ------------------------------------------------------------------------------------------------------------------------------------ Duisburg 203 - ------------------------------------------------------------------------------------------------------------------------------------ Oberhausen 208 - ------------------------------------------------------------------------------------------------------------------------------------ Gelsenkirchen 209 - ------------------------------------------------------------------------------------------------------------------------------------ Solingen 212 - ------------------------------------------------------------------------------------------------------------------------------------ Neuss 2131 - ------------------------------------------------------------------------------------------------------------------------------------ Krefeld 2151 - ------------------------------------------------------------------------------------------------------------------------------------ Monchengladbach 2161 - ------------------------------------------------------------------------------------------------------------------------------------ Leverkusen 2171 - ------------------------------------------------------------------------------------------------------------------------------------ Siegburg 2241 - ------------------------------------------------------------------------------------------------------------------------------------ Gummersbach 2261 - ------------------------------------------------------------------------------------------------------------------------------------ Bonn 228 - ------------------------------------------------------------------------------------------------------------------------------------ Hagen Westfalen 2231 - ------------------------------------------------------------------------------------------------------------------------------------ Bochum 234 - ------------------------------------------------------------------------------------------------------------------------------------ Ludenscheid 2351 - ------------------------------------------------------------------------------------------------------------------------------------ Recklinghausen 2361 - ------------------------------------------------------------------------------------------------------------------------------------ Hamm Westfalen 2381 - ------------------------------------------------------------------------------------------------------------------------------------ Duren 2421 - ------------------------------------------------------------------------------------------------------------------------------------
3(12) Interconnection Contract with FirstMark 3. OVERVIEW OF CATCHMENT AREAS
- ------------------------------------------------------------------------------------------------------------------------------------ OdZ data Traffic flow ICP > German Telekom (determination of catchment area by ICP) - ------------------------------------------------------------------------------------------------------------------------------------ OdZ name Area ICP- Telekom ICP- ICP- ICP- ICP- ICP- Telekom Telekom Telekom Telekom Telekom code B.2 B.1 O.5 O.12 Z.7 Z.9 Z.10 O.1 O.2 O.3 O.4 O.6 - ------------------------------------------------------------------------------------------------------------------------------------ Geilenkirchen 2451 - ------------------------------------------------------------------------------------------------------------------------------------ Greven Westfalen 2571 - ------------------------------------------------------------------------------------------------------------------------------------ Ludinghausen 2591 - ------------------------------------------------------------------------------------------------------------------------------------ Neuwied 2631 - ------------------------------------------------------------------------------------------------------------------------------------ Lippstadt 2941 - ------------------------------------------------------------------------------------------------------------------------------------ Potsdam 331 - ------------------------------------------------------------------------------------------------------------------------------------ Eberswalde 3334 - ------------------------------------------------------------------------------------------------------------------------------------ Frankfurt Oder 335 - ------------------------------------------------------------------------------------------------------------------------------------ Brandenburg 3381 - ------------------------------------------------------------------------------------------------------------------------------------ Wittstock Dosse 3394 - ------------------------------------------------------------------------------------------------------------------------------------ Dessau Anhalt 340 - ------------------------------------------------------------------------------------------------------------------------------------ Halle Saale 345 - ------------------------------------------------------------------------------------------------------------------------------------ Merseburg Saale 3461 - ------------------------------------------------------------------------------------------------------------------------------------ Cottbus 355 - ------------------------------------------------------------------------------------------------------------------------------------ Jena 3641 - ------------------------------------------------------------------------------------------------------------------------------------ Gera 365 - ------------------------------------------------------------------------------------------------------------------------------------ Suhl 3681 - ------------------------------------------------------------------------------------------------------------------------------------ Eisenach Thuringen 3691 - ------------------------------------------------------------------------------------------------------------------------------------ Schwerin Mecklenburg 385 - ------------------------------------------------------------------------------------------------------------------------------------ Luneburg 4131 - ------------------------------------------------------------------------------------------------------------------------------------ Neumunster 4321 - ------------------------------------------------------------------------------------------------------------------------------------ Wilhelmshaven 4421 - ------------------------------------------------------------------------------------------------------------------------------------ Hildesheim 5121 - ------------------------------------------------------------------------------------------------------------------------------------ Celle 5141 - ------------------------------------------------------------------------------------------------------------------------------------ Herford 5221 - ------------------------------------------------------------------------------------------------------------------------------------ Detmold 5231 - ------------------------------------------------------------------------------------------------------------------------------------ Gutersloh 5241 - ------------------------------------------------------------------------------------------------------------------------------------ Paderborn 5251 - ------------------------------------------------------------------------------------------------------------------------------------ Wolfsburg 5361 - ------------------------------------------------------------------------------------------------------------------------------------ Aschaffenburg 6021 - ------------------------------------------------------------------------------------------------------------------------------------ Friedberg Hessen 6031 - ------------------------------------------------------------------------------------------------------------------------------------ Dieburg 6071 - ------------------------------------------------------------------------------------------------------------------------------------ Wiesbaden 611 - ------------------------------------------------------------------------------------------------------------------------------------ Mainz 6031 - ------------------------------------------------------------------------------------------------------------------------------------ Russelsheim 6142 - ------------------------------------------------------------------------------------------------------------------------------------ Darmstadt 6151 - ------------------------------------------------------------------------------------------------------------------------------------ Oberursel Taunus 6171 - ------------------------------------------------------------------------------------------------------------------------------------ Hanau 6181 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Soden 6196 - ------------------------------------------------------------------------------------------------------------------------------------ Heidelberg 6221 - ------------------------------------------------------------------------------------------------------------------------------------ Neustadt Weinstasse 6321 - ------------------------------------------------------------------------------------------------------------------------------------ Neunkirchen Saar 6821 - ------------------------------------------------------------------------------------------------------------------------------------ Saarlouis 6831 - ------------------------------------------------------------------------------------------------------------------------------------ Boblingen 7031 - ------------------------------------------------------------------------------------------------------------------------------------ Reutlingen 7121 - ------------------------------------------------------------------------------------------------------------------------------------ Heilbronn Neckar 7131 - ------------------------------------------------------------------------------------------------------------------------------------ Ludwigsburg Wurttbg 7141 - ------------------------------------------------------------------------------------------------------------------------------------ Goppingen 7161 - ------------------------------------------------------------------------------------------------------------------------------------ Baden- Baden 7221 - ------------------------------------------------------------------------------------------------------------------------------------ Pforzheim 7231 - ------------------------------------------------------------------------------------------------------------------------------------ Aalen 7361 - ------------------------------------------------------------------------------------------------------------------------------------ Hechingen 7471 - ------------------------------------------------------------------------------------------------------------------------------------ Singen Hohentwiel 7731 - ------------------------------------------------------------------------------------------------------------------------------------ Dachau 8131 - ------------------------------------------------------------------------------------------------------------------------------------ Erlangen 9131 - ------------------------------------------------------------------------------------------------------------------------------------ Coburg 9561 - ------------------------------------------------------------------------------------------------------------------------------------ Schweinfurt 9721 - ------------------------------------------------------------------------------------------------------------------------------------ Bottrop 2041 - ------------------------------------------------------------------------------------------------------------------------------------ Velbert 2051 - ------------------------------------------------------------------------------------------------------------------------------------ Grevenbroich 2181 - ------------------------------------------------------------------------------------------------------------------------------------ Remscheid 2191 - ------------------------------------------------------------------------------------------------------------------------------------ Euskirchen 2251 - ------------------------------------------------------------------------------------------------------------------------------------ Iserlohn 2371 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Neuenahr-Ahrweiler 2641 - ------------------------------------------------------------------------------------------------------------------------------------ Lennestadt 2721 - ------------------------------------------------------------------------------------------------------------------------------------ Betzdorf 2741 - ------------------------------------------------------------------------------------------------------------------------------------ Dillenburg 2771 - ------------------------------------------------------------------------------------------------------------------------------------ Kleve Niederrhein 2821 - ------------------------------------------------------------------------------------------------------------------------------------ Geldern 2831 - ------------------------------------------------------------------------------------------------------------------------------------ Moers 2841 - ------------------------------------------------------------------------------------------------------------------------------------ Borken Westfalen 2861 - ------------------------------------------------------------------------------------------------------------------------------------ Oranienburg 3301 - ------------------------------------------------------------------------------------------------------------------------------------ Nauen Brandenburg 3321 - ------------------------------------------------------------------------------------------------------------------------------------ Strausberg 3341 - ------------------------------------------------------------------------------------------------------------------------------------ Zeuthen 33762 - ------------------------------------------------------------------------------------------------------------------------------------ Zossen Brandenburg 3377 - ------------------------------------------------------------------------------------------------------------------------------------ Oschatz 3435 - ------------------------------------------------------------------------------------------------------------------------------------ Grimma 3437 - ------------------------------------------------------------------------------------------------------------------------------------ Naumburg Saale 3445 - ------------------------------------------------------------------------------------------------------------------------------------ Altenburg Thuringen 3447 - ------------------------------------------------------------------------------------------------------------------------------------ Sangerhausen 3464 - ------------------------------------------------------------------------------------------------------------------------------------ Artern Unstrut 3466 - ------------------------------------------------------------------------------------------------------------------------------------ Bernburg Saale 3471 - ------------------------------------------------------------------------------------------------------------------------------------ Bitterfeld 3493 - ------------------------------------------------------------------------------------------------------------------------------------ Pirna 3501 - ------------------------------------------------------------------------------------------------------------------------------------ Dippoldiswalde 3504 - ------------------------------------------------------------------------------------------------------------------------------------ Meissen 3521 - ------------------------------------------------------------------------------------------------------------------------------------ Riesa 3525 - ------------------------------------------------------------------------------------------------------------------------------------ Elsterwerda 3533 - ------------------------------------------------------------------------------------------------------------------------------------ Jessen Elster 3537 - ------------------------------------------------------------------------------------------------------------------------------------
4(12) Interconnection Contract with FirstMark 3. OVERVIEW OF CATCHMENT AREAS
- ------------------------------------------------------------------------------------------------------------------------------------ OdZ data Traffic flow ICP > German Telekom (determination of catchment area by ICP) - ------------------------------------------------------------------------------------------------------------------------------------ OdZ name Area Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom code O.7 O.8 O.9 O.10 O.11 Z.1 Z.2 Z.3 Z.4 Z.5 Z.6 Z.8 - ------------------------------------------------------------------------------------------------------------------------------------ Geilenkirchen 2451 - ------------------------------------------------------------------------------------------------------------------------------------ Greven Westfalen 2571 - ------------------------------------------------------------------------------------------------------------------------------------ Ludinghausen 2591 - ------------------------------------------------------------------------------------------------------------------------------------ Neuwied 2631 - ------------------------------------------------------------------------------------------------------------------------------------ Lippstadt 2941 - ------------------------------------------------------------------------------------------------------------------------------------ Potsdam 331 - ------------------------------------------------------------------------------------------------------------------------------------ Eberswalde 3334 - ------------------------------------------------------------------------------------------------------------------------------------ Frankfurt Oder 335 - ------------------------------------------------------------------------------------------------------------------------------------ Brandenburg 3381 - ------------------------------------------------------------------------------------------------------------------------------------ Wittstock Dosse 3394 - ------------------------------------------------------------------------------------------------------------------------------------ Dessau Anhalt 340 - ------------------------------------------------------------------------------------------------------------------------------------ Halle Saale 345 - ------------------------------------------------------------------------------------------------------------------------------------ Merseburg Saale 3461 - ------------------------------------------------------------------------------------------------------------------------------------ Cottbus 355 - ------------------------------------------------------------------------------------------------------------------------------------ Jena 3641 - ------------------------------------------------------------------------------------------------------------------------------------ Gera 365 - ------------------------------------------------------------------------------------------------------------------------------------ Suhl 3681 - ------------------------------------------------------------------------------------------------------------------------------------ Eisenach Thuringen 3691 - ------------------------------------------------------------------------------------------------------------------------------------ Schwerin Mecklenburg 385 - ------------------------------------------------------------------------------------------------------------------------------------ Luneburg 4131 - ------------------------------------------------------------------------------------------------------------------------------------ Neumunster 4321 - ------------------------------------------------------------------------------------------------------------------------------------ Wilhelmshaven 4421 - ------------------------------------------------------------------------------------------------------------------------------------ Hildesheim 5121 - ------------------------------------------------------------------------------------------------------------------------------------ Celle 5141 - ------------------------------------------------------------------------------------------------------------------------------------ Herford 5221 - ------------------------------------------------------------------------------------------------------------------------------------ Detmold 5231 - ------------------------------------------------------------------------------------------------------------------------------------ Gutersloh 5241 - ------------------------------------------------------------------------------------------------------------------------------------ Paderborn 5251 - ------------------------------------------------------------------------------------------------------------------------------------ Wolfsburg 5361 - ------------------------------------------------------------------------------------------------------------------------------------ Aschaffenburg 6021 - ------------------------------------------------------------------------------------------------------------------------------------ Friedberg Hessen 6031 - ------------------------------------------------------------------------------------------------------------------------------------ Dieburg 6071 - ------------------------------------------------------------------------------------------------------------------------------------ Wiesbaden 611 - ------------------------------------------------------------------------------------------------------------------------------------ Mainz 6031 - ------------------------------------------------------------------------------------------------------------------------------------ Russelsheim 6142 - ------------------------------------------------------------------------------------------------------------------------------------ Darmstadt 6151 - ------------------------------------------------------------------------------------------------------------------------------------ Oberursel Taunus 6171 - ------------------------------------------------------------------------------------------------------------------------------------ Hanau 6181 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Soden 6196 - ------------------------------------------------------------------------------------------------------------------------------------ Heidelberg 6221 - ------------------------------------------------------------------------------------------------------------------------------------ Neustadt Weinstasse 6321 - ------------------------------------------------------------------------------------------------------------------------------------ Neunkirchen Saar 6821 - ------------------------------------------------------------------------------------------------------------------------------------ Saarlouis 6831 - ------------------------------------------------------------------------------------------------------------------------------------ Boblingen 7031 - ------------------------------------------------------------------------------------------------------------------------------------ Reutlingen 7121 - ------------------------------------------------------------------------------------------------------------------------------------ Heilbronn Neckar 7131 - ------------------------------------------------------------------------------------------------------------------------------------ Ludwigsburg Wurttbg 7141 - ------------------------------------------------------------------------------------------------------------------------------------ Goppingen 7161 - ------------------------------------------------------------------------------------------------------------------------------------ Baden- Baden 7221 - ------------------------------------------------------------------------------------------------------------------------------------ Pforzheim 7231 - ------------------------------------------------------------------------------------------------------------------------------------ Aalen 7361 - ------------------------------------------------------------------------------------------------------------------------------------ Hechingen 7471 - ------------------------------------------------------------------------------------------------------------------------------------ Singen Hohentwiel 7731 - ------------------------------------------------------------------------------------------------------------------------------------ Dachau 8131 - ------------------------------------------------------------------------------------------------------------------------------------ Erlangen 9131 - ------------------------------------------------------------------------------------------------------------------------------------ Coburg 9561 - ------------------------------------------------------------------------------------------------------------------------------------ Schweinfurt 9721 - ------------------------------------------------------------------------------------------------------------------------------------ Bottrop 2041 - ------------------------------------------------------------------------------------------------------------------------------------ Velbert 2051 - ------------------------------------------------------------------------------------------------------------------------------------ Grevenbroich 2181 - ------------------------------------------------------------------------------------------------------------------------------------ Remscheid 2191 - ------------------------------------------------------------------------------------------------------------------------------------ Euskirchen 2251 - ------------------------------------------------------------------------------------------------------------------------------------ Iserlohn 2371 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Neuenahr-Ahrweiler 2641 - ------------------------------------------------------------------------------------------------------------------------------------ Lennestadt 2721 - ------------------------------------------------------------------------------------------------------------------------------------ Betzdorf 2741 - ------------------------------------------------------------------------------------------------------------------------------------ Dillenburg 2771 - ------------------------------------------------------------------------------------------------------------------------------------ Kleve Niederrhein 2821 - ------------------------------------------------------------------------------------------------------------------------------------ Geldern 2831 - ------------------------------------------------------------------------------------------------------------------------------------ Moers 2841 - ------------------------------------------------------------------------------------------------------------------------------------ Borken Westfalen 2861 - ------------------------------------------------------------------------------------------------------------------------------------ Oranienburg 3301 - ------------------------------------------------------------------------------------------------------------------------------------ Nauen Brandenburg 3321 - ------------------------------------------------------------------------------------------------------------------------------------ Strausberg 3341 - ------------------------------------------------------------------------------------------------------------------------------------ Zeuthen 33762 - ------------------------------------------------------------------------------------------------------------------------------------ Zossen Brandenburg 3377 - ------------------------------------------------------------------------------------------------------------------------------------ Oschatz 3435 - ------------------------------------------------------------------------------------------------------------------------------------ Grimma 3437 - ------------------------------------------------------------------------------------------------------------------------------------ Naumburg Saale 3445 - ------------------------------------------------------------------------------------------------------------------------------------ Altenburg Thuringen 3447 - ------------------------------------------------------------------------------------------------------------------------------------ Sangerhausen 3464 - ------------------------------------------------------------------------------------------------------------------------------------ Artern Unstrut 3466 - ------------------------------------------------------------------------------------------------------------------------------------ Bernburg Saale 3471 - ------------------------------------------------------------------------------------------------------------------------------------ Bitterfeld 3493 - ------------------------------------------------------------------------------------------------------------------------------------ Pirna 3501 - ------------------------------------------------------------------------------------------------------------------------------------ Dippoldiswalde 3504 - ------------------------------------------------------------------------------------------------------------------------------------ Meissen 3521 - ------------------------------------------------------------------------------------------------------------------------------------ Riesa 3525 - ------------------------------------------------------------------------------------------------------------------------------------ Elsterwerda 3533 - ------------------------------------------------------------------------------------------------------------------------------------ Jessen Elster 3537 - ------------------------------------------------------------------------------------------------------------------------------------
5(12) Interconnection Contract with FirstMark 3. OVERVIEW OF CATCHMENT AREAS
- ------------------------------------------------------------------------------------------------------------------------------------ OdZ data Traffic flow ICP > German Telekom (determination of catchment area by ICP) - ------------------------------------------------------------------------------------------------------------------------------------ OdZ name Area Telekom Telekom ICP- Telekom Telekom Telekom Telekom ICP- ICP- ICP- ICP- ICP- code B.2 O.5 B.1 O.12 Z.7 Z.9 Z.10 O.6 O.8 O.11 Z.3 Z.4 - ------------------------------------------------------------------------------------------------------------------------------------ Geilenkirchen 2451 - ------------------------------------------------------------------------------------------------------------------------------------ Greven Westfalen 2571 - ------------------------------------------------------------------------------------------------------------------------------------ Ludinghausen 2591 - ------------------------------------------------------------------------------------------------------------------------------------ Neuwied 2631 - ------------------------------------------------------------------------------------------------------------------------------------ Lippstadt 2941 - ------------------------------------------------------------------------------------------------------------------------------------ Potsdam 331 - ------------------------------------------------------------------------------------------------------------------------------------ Eberswalde 3334 - ------------------------------------------------------------------------------------------------------------------------------------ Frankfurt Oder 335 - ------------------------------------------------------------------------------------------------------------------------------------ Brandenburg 3381 - ------------------------------------------------------------------------------------------------------------------------------------ Wittstock Dosse 3394 - ------------------------------------------------------------------------------------------------------------------------------------ Dessau Anhalt 340 - ------------------------------------------------------------------------------------------------------------------------------------ Halle Saale 345 - ------------------------------------------------------------------------------------------------------------------------------------ Merseburg Saale 3461 - ------------------------------------------------------------------------------------------------------------------------------------ Cottbus 355 - ------------------------------------------------------------------------------------------------------------------------------------ Jena 3641 - ------------------------------------------------------------------------------------------------------------------------------------ Gera 365 - ------------------------------------------------------------------------------------------------------------------------------------ Suhl 3681 - ------------------------------------------------------------------------------------------------------------------------------------ Eisenach Thuringen 3691 - ------------------------------------------------------------------------------------------------------------------------------------ Schwerin Mecklenburg 385 - ------------------------------------------------------------------------------------------------------------------------------------ Luneburg 4131 - ------------------------------------------------------------------------------------------------------------------------------------ Neumunster 4321 - ------------------------------------------------------------------------------------------------------------------------------------ Wilhelmshaven 4421 - ------------------------------------------------------------------------------------------------------------------------------------ Hildesheim 5121 - ------------------------------------------------------------------------------------------------------------------------------------ Celle 5141 - ------------------------------------------------------------------------------------------------------------------------------------ Herford 5221 - ------------------------------------------------------------------------------------------------------------------------------------ Detmold 5231 - ------------------------------------------------------------------------------------------------------------------------------------ Gutersloh 5241 - ------------------------------------------------------------------------------------------------------------------------------------ Paderborn 5251 - ------------------------------------------------------------------------------------------------------------------------------------ Wolfsburg 5361 - ------------------------------------------------------------------------------------------------------------------------------------ Aschaffenburg 6021 - ------------------------------------------------------------------------------------------------------------------------------------ Friedberg Hessen 6031 - ------------------------------------------------------------------------------------------------------------------------------------ Dieburg 6071 - ------------------------------------------------------------------------------------------------------------------------------------ Wiesbaden 611 - ------------------------------------------------------------------------------------------------------------------------------------ Mainz 6031 - ------------------------------------------------------------------------------------------------------------------------------------ Russelsheim 6142 - ------------------------------------------------------------------------------------------------------------------------------------ Darmstadt 6151 - ------------------------------------------------------------------------------------------------------------------------------------ Oberursel Taunus 6171 - ------------------------------------------------------------------------------------------------------------------------------------ Hanau 6181 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Soden 6196 - ------------------------------------------------------------------------------------------------------------------------------------ Heidelberg 6221 - ------------------------------------------------------------------------------------------------------------------------------------ Neustadt Weinstasse 6321 - ------------------------------------------------------------------------------------------------------------------------------------ Neunkirchen Saar 6821 - ------------------------------------------------------------------------------------------------------------------------------------ Saarlouis 6831 - ------------------------------------------------------------------------------------------------------------------------------------ Boblingen 7031 - ------------------------------------------------------------------------------------------------------------------------------------ Reutlingen 7121 - ------------------------------------------------------------------------------------------------------------------------------------ Heilbronn Neckar 7131 - ------------------------------------------------------------------------------------------------------------------------------------ Ludwigsburg Wurttbg 7141 - ------------------------------------------------------------------------------------------------------------------------------------ Goppingen 7161 - ------------------------------------------------------------------------------------------------------------------------------------ Baden- Baden 7221 - ------------------------------------------------------------------------------------------------------------------------------------ Pforzheim 7231 - ------------------------------------------------------------------------------------------------------------------------------------ Aalen 7361 - ------------------------------------------------------------------------------------------------------------------------------------ Hechingen 7471 - ------------------------------------------------------------------------------------------------------------------------------------ Singen Hohentwiel 7731 - ------------------------------------------------------------------------------------------------------------------------------------ Dachau 8131 - ------------------------------------------------------------------------------------------------------------------------------------ Erlangen 9131 - ------------------------------------------------------------------------------------------------------------------------------------ Coburg 9561 - ------------------------------------------------------------------------------------------------------------------------------------ Schweinfurt 9721 - ------------------------------------------------------------------------------------------------------------------------------------ Bottrop 2041 - ------------------------------------------------------------------------------------------------------------------------------------ Velbert 2051 - ------------------------------------------------------------------------------------------------------------------------------------ Grevenbroich 2181 - ------------------------------------------------------------------------------------------------------------------------------------ Remscheid 2191 - ------------------------------------------------------------------------------------------------------------------------------------ Euskirchen 2251 - ------------------------------------------------------------------------------------------------------------------------------------ Iserlohn 2371 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Neuenahr-Ahrweiler 2641 - ------------------------------------------------------------------------------------------------------------------------------------ Lennestadt 2721 - ------------------------------------------------------------------------------------------------------------------------------------ Betzdorf 2741 - ------------------------------------------------------------------------------------------------------------------------------------ Dillenburg 2771 - ------------------------------------------------------------------------------------------------------------------------------------ Kleve Niederrhein 2821 - ------------------------------------------------------------------------------------------------------------------------------------ Geldern 2831 - ------------------------------------------------------------------------------------------------------------------------------------ Moers 2841 - ------------------------------------------------------------------------------------------------------------------------------------ Borken Westfalen 2861 - ------------------------------------------------------------------------------------------------------------------------------------ Oranienburg 3301 - ------------------------------------------------------------------------------------------------------------------------------------ Nauen Brandenburg 3321 - ------------------------------------------------------------------------------------------------------------------------------------ Strausberg 3341 - ------------------------------------------------------------------------------------------------------------------------------------ Zeuthen 33762 - ------------------------------------------------------------------------------------------------------------------------------------ Zossen Brandenburg 3377 - ------------------------------------------------------------------------------------------------------------------------------------ Oschatz 3435 - ------------------------------------------------------------------------------------------------------------------------------------ Grimma 3437 - ------------------------------------------------------------------------------------------------------------------------------------ Naumburg Saale 3445 - ------------------------------------------------------------------------------------------------------------------------------------ Altenburg Thuringen 3447 - ------------------------------------------------------------------------------------------------------------------------------------ Sangerhausen 3464 - ------------------------------------------------------------------------------------------------------------------------------------ Artern Unstrut 3466 - ------------------------------------------------------------------------------------------------------------------------------------ Bernburg Saale 3471 - ------------------------------------------------------------------------------------------------------------------------------------ Bitterfeld 3493 - ------------------------------------------------------------------------------------------------------------------------------------ Pirna 3501 - ------------------------------------------------------------------------------------------------------------------------------------ Dippoldiswalde 3504 - ------------------------------------------------------------------------------------------------------------------------------------ Meissen 3521 - ------------------------------------------------------------------------------------------------------------------------------------ Riesa 3525 - ------------------------------------------------------------------------------------------------------------------------------------ Elsterwerda 3533 - ------------------------------------------------------------------------------------------------------------------------------------ Jessen Elster 3537 - ------------------------------------------------------------------------------------------------------------------------------------ 6(12) Interconnection Contract with FirstMark 3. OVERVIEW OF CATCHMENT AREAS - ------------------------------------------------------------------------------------------------------------------------------------ OdZ data Traffic flow ICP > German Telekom (determination of catchment area by ICP) - ------------------------------------------------------------------------------------------------------------------------------------ OdZ name Area ICP- Telekom ICP- ICP- ICP- ICP- ICP- Telekom Telekom Telekom Telekom Telekom code B.2 B.1 O.5 O.12 Z.7 Z.9 Z.10 O.1 O.2 O.3 O.4 O.6 - ------------------------------------------------------------------------------------------------------------------------------------ Lubben Spreewald 3546 - ------------------------------------------------------------------------------------------------------------------------------------ Hoyerswerda 3571 - ------------------------------------------------------------------------------------------------------------------------------------ Senftenberg 3573 - ------------------------------------------------------------------------------------------------------------------------------------ Weisswasser 3576 - ------------------------------------------------------------------------------------------------------------------------------------ Gorliz 3581 - ------------------------------------------------------------------------------------------------------------------------------------ Zittau 3583 - ------------------------------------------------------------------------------------------------------------------------------------ Lobau 3585 - ------------------------------------------------------------------------------------------------------------------------------------ Bautzen 3591 - ------------------------------------------------------------------------------------------------------------------------------------ Bischofswerda 3594 - ------------------------------------------------------------------------------------------------------------------------------------ Muhlhausen Thuringen 3601 - ------------------------------------------------------------------------------------------------------------------------------------ NordhausenThuringen 3631 - ------------------------------------------------------------------------------------------------------------------------------------ WeimarThuringen 3643 - ------------------------------------------------------------------------------------------------------------------------------------ Saalfeld Saale 3671 - ------------------------------------------------------------------------------------------------------------------------------------ Meinigen 3693 - ------------------------------------------------------------------------------------------------------------------------------------ Freiburg Sachsen 3731 - ------------------------------------------------------------------------------------------------------------------------------------ Rochlitz 3737 - ------------------------------------------------------------------------------------------------------------------------------------ Plauen 3741 - ------------------------------------------------------------------------------------------------------------------------------------ Zwickau 375 - ------------------------------------------------------------------------------------------------------------------------------------ Aue Sachsen 3771 - ------------------------------------------------------------------------------------------------------------------------------------ Stralsund 3831 - ------------------------------------------------------------------------------------------------------------------------------------ Greifswald 3834 - ------------------------------------------------------------------------------------------------------------------------------------ Gustrow 3843 - ------------------------------------------------------------------------------------------------------------------------------------ Parchim 3871 - ------------------------------------------------------------------------------------------------------------------------------------ Perleberg 3876 - ------------------------------------------------------------------------------------------------------------------------------------ Gardelegen 3907 - ------------------------------------------------------------------------------------------------------------------------------------ Burg bei Magdeburg 3921 - ------------------------------------------------------------------------------------------------------------------------------------ Stendal 393 - ------------------------------------------------------------------------------------------------------------------------------------ Halberstadt 3941 - ------------------------------------------------------------------------------------------------------------------------------------ Wernigerode 3943 - ------------------------------------------------------------------------------------------------------------------------------------ Prenzlau 3984 - ------------------------------------------------------------------------------------------------------------------------------------ Waren Muritz 3991 - ------------------------------------------------------------------------------------------------------------------------------------ Elmshorn 4121 - ------------------------------------------------------------------------------------------------------------------------------------ Stade 4141 - ------------------------------------------------------------------------------------------------------------------------------------ Winsen Luhe 4171 - ------------------------------------------------------------------------------------------------------------------------------------ Delmenhorst 4221 - ------------------------------------------------------------------------------------------------------------------------------------ Verden Aller 4231 - ------------------------------------------------------------------------------------------------------------------------------------ Cloppenburg 4471 - ------------------------------------------------------------------------------------------------------------------------------------ Eutun 4521 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Oldesloe 4531 - ------------------------------------------------------------------------------------------------------------------------------------ Schleswig 4621 - ------------------------------------------------------------------------------------------------------------------------------------ Niebull 4661 - ------------------------------------------------------------------------------------------------------------------------------------ Cuxhaven 4721 - ------------------------------------------------------------------------------------------------------------------------------------ Norden 4931 - ------------------------------------------------------------------------------------------------------------------------------------ Wunstorf 5031 - ------------------------------------------------------------------------------------------------------------------------------------ Hameln 5151 - ------------------------------------------------------------------------------------------------------------------------------------ Peine 5171 - ------------------------------------------------------------------------------------------------------------------------------------ Salzgitter 5341 - ------------------------------------------------------------------------------------------------------------------------------------ Gifhorn 5371 - ------------------------------------------------------------------------------------------------------------------------------------ Ibbenburen 5451 - ------------------------------------------------------------------------------------------------------------------------------------ Damme Dummer 5494 - ------------------------------------------------------------------------------------------------------------------------------------ Herzberg am Harz 5521 - ------------------------------------------------------------------------------------------------------------------------------------ Einbeck 5561 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Wildungen 5621 - ------------------------------------------------------------------------------------------------------------------------------------ Meisungen 5661 - ------------------------------------------------------------------------------------------------------------------------------------ Stadthagen 5721 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Oeynhausen 5731 - ------------------------------------------------------------------------------------------------------------------------------------ Stolzenau 5761 - ------------------------------------------------------------------------------------------------------------------------------------ Gelnhausen 6051 - ------------------------------------------------------------------------------------------------------------------------------------ Worms 6241 - ------------------------------------------------------------------------------------------------------------------------------------ Bensheim 6251 - ------------------------------------------------------------------------------------------------------------------------------------ Mosbach Baden 6261 - ------------------------------------------------------------------------------------------------------------------------------------ Pirmasens 6331 - ------------------------------------------------------------------------------------------------------------------------------------ Landau in der Pfalz 6341 - ------------------------------------------------------------------------------------------------------------------------------------ Marburg 6421 - ------------------------------------------------------------------------------------------------------------------------------------ Limburg an der Lahn 6431 - ------------------------------------------------------------------------------------------------------------------------------------ Wetzlar 6441 - ------------------------------------------------------------------------------------------------------------------------------------ Wittlich 6571 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Hersfeld 6621 - ------------------------------------------------------------------------------------------------------------------------------------ Lauterbach Hessen 6641 - ------------------------------------------------------------------------------------------------------------------------------------ Bingen am Rhein 6721 - ------------------------------------------------------------------------------------------------------------------------------------ St Wendel 6851 - ------------------------------------------------------------------------------------------------------------------------------------ Kirchheim unter Teck 7021 - ------------------------------------------------------------------------------------------------------------------------------------ Muhlacker 7041 - ------------------------------------------------------------------------------------------------------------------------------------ Calw 7051 - ------------------------------------------------------------------------------------------------------------------------------------ Schorndorf Wurttbg. 7181 - ------------------------------------------------------------------------------------------------------------------------------------ Backnang 7191 - ------------------------------------------------------------------------------------------------------------------------------------ Bruchsal 7251 - ------------------------------------------------------------------------------------------------------------------------------------ Sinsheim 7261 - ------------------------------------------------------------------------------------------------------------------------------------ Worth am Rhein 7271 - ------------------------------------------------------------------------------------------------------------------------------------ Heidenheim a. d. Brenz 7321 - ------------------------------------------------------------------------------------------------------------------------------------ Biberach an der Riss 7351 - ------------------------------------------------------------------------------------------------------------------------------------ Horb am Neckar 7451 - ------------------------------------------------------------------------------------------------------------------------------------ Konstanz 7531 - ------------------------------------------------------------------------------------------------------------------------------------ Friedrichshafen 7541 - ------------------------------------------------------------------------------------------------------------------------------------ Sigmaringen 7571 - ------------------------------------------------------------------------------------------------------------------------------------ Lorrach 7621 - ------------------------------------------------------------------------------------------------------------------------------------ Muhlheim Baden 7631 - ------------------------------------------------------------------------------------------------------------------------------------ Villingen i. Schwarzw 7721 - ------------------------------------------------------------------------------------------------------------------------------------ Lahr Schwarzwald 7821 - ------------------------------------------------------------------------------------------------------------------------------------ Ohringen 7941 - ------------------------------------------------------------------------------------------------------------------------------------
7(12) Interconnection Contract with FirstMark 3. OVERVIEW OF CATCHMENT AREAS
- ------------------------------------------------------------------------------------------------------------------------------------ OdZ data Traffic flow ICP > German Telekom (determination of catchment area by ICP) - ------------------------------------------------------------------------------------------------------------------------------------ OdZ name Area Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom code O.7 O.8 O.9 O.10 O.11 Z.1 Z.2 Z.3 Z.4 Z.5 Z.6 Z.8 - ------------------------------------------------------------------------------------------------------------------------------------ Lubben Spreewald 3546 - ------------------------------------------------------------------------------------------------------------------------------------ Hoyerswerda 3571 - ------------------------------------------------------------------------------------------------------------------------------------ Senftenberg 3573 - ------------------------------------------------------------------------------------------------------------------------------------ Weisswasser 3576 - ------------------------------------------------------------------------------------------------------------------------------------ Gorliz 3581 - ------------------------------------------------------------------------------------------------------------------------------------ Zittau 3583 - ------------------------------------------------------------------------------------------------------------------------------------ Lobau 3585 - ------------------------------------------------------------------------------------------------------------------------------------ Bautzen 3591 - ------------------------------------------------------------------------------------------------------------------------------------ Bischofswerda 3594 - ------------------------------------------------------------------------------------------------------------------------------------ Muhlhausen Thuringen 3601 - ------------------------------------------------------------------------------------------------------------------------------------ NordhausenThuringen 3631 - ------------------------------------------------------------------------------------------------------------------------------------ WeimarThuringen 3643 - ------------------------------------------------------------------------------------------------------------------------------------ Saalfeld Saale 3671 - ------------------------------------------------------------------------------------------------------------------------------------ Meinigen 3693 - ------------------------------------------------------------------------------------------------------------------------------------ Freiburg Sachsen 3731 - ------------------------------------------------------------------------------------------------------------------------------------ Rochlitz 3737 - ------------------------------------------------------------------------------------------------------------------------------------ Plauen 3741 - ------------------------------------------------------------------------------------------------------------------------------------ Zwickau 375 - ------------------------------------------------------------------------------------------------------------------------------------ Aue Sachsen 3771 - ------------------------------------------------------------------------------------------------------------------------------------ Stralsund 3831 - ------------------------------------------------------------------------------------------------------------------------------------ Greifswald 3834 - ------------------------------------------------------------------------------------------------------------------------------------ Gustrow 3843 - ------------------------------------------------------------------------------------------------------------------------------------ Parchim 3871 - ------------------------------------------------------------------------------------------------------------------------------------ Perleberg 3876 - ------------------------------------------------------------------------------------------------------------------------------------ Gardelegen 3907 - ------------------------------------------------------------------------------------------------------------------------------------ Burg bei Magdeburg 3921 - ------------------------------------------------------------------------------------------------------------------------------------ Stendal 393 - ------------------------------------------------------------------------------------------------------------------------------------ Halberstadt 3941 - ------------------------------------------------------------------------------------------------------------------------------------ Wernigerode 3943 - ------------------------------------------------------------------------------------------------------------------------------------ Prenzlau 3984 - ------------------------------------------------------------------------------------------------------------------------------------ Waren Muritz 3991 - ------------------------------------------------------------------------------------------------------------------------------------ Elmshorn 4121 - ------------------------------------------------------------------------------------------------------------------------------------ Stade 4141 - ------------------------------------------------------------------------------------------------------------------------------------ Winsen Luhe 4171 - ------------------------------------------------------------------------------------------------------------------------------------ Delmenhorst 4221 - ------------------------------------------------------------------------------------------------------------------------------------ Verden Aller 4231 - ------------------------------------------------------------------------------------------------------------------------------------ Cloppenburg 4471 - ------------------------------------------------------------------------------------------------------------------------------------ Eutun 4521 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Oldesloe 4531 - ------------------------------------------------------------------------------------------------------------------------------------ Schleswig 4621 - ------------------------------------------------------------------------------------------------------------------------------------ Niebull 4661 - ------------------------------------------------------------------------------------------------------------------------------------ Cuxhaven 4721 - ------------------------------------------------------------------------------------------------------------------------------------ Norden 4931 - ------------------------------------------------------------------------------------------------------------------------------------ Wunstorf 5031 - ------------------------------------------------------------------------------------------------------------------------------------ Hameln 5151 - ------------------------------------------------------------------------------------------------------------------------------------ Peine 5171 - ------------------------------------------------------------------------------------------------------------------------------------ Salzgitter 5341 - ------------------------------------------------------------------------------------------------------------------------------------ Gifhorn 5371 - ------------------------------------------------------------------------------------------------------------------------------------ Ibbenburen 5451 - ------------------------------------------------------------------------------------------------------------------------------------ Damme Dummer 5494 - ------------------------------------------------------------------------------------------------------------------------------------ Herzberg am Harz 5521 - ------------------------------------------------------------------------------------------------------------------------------------ Einbeck 5561 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Wildungen 5621 - ------------------------------------------------------------------------------------------------------------------------------------ Meisungen 5661 - ------------------------------------------------------------------------------------------------------------------------------------ Stadthagen 5721 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Oeynhausen 5731 - ------------------------------------------------------------------------------------------------------------------------------------ Stolzenau 5761 - ------------------------------------------------------------------------------------------------------------------------------------ Gelnhausen 6051 - ------------------------------------------------------------------------------------------------------------------------------------ Worms 6241 - ------------------------------------------------------------------------------------------------------------------------------------ Bensheim 6251 - ------------------------------------------------------------------------------------------------------------------------------------ Mosbach Baden 6261 - ------------------------------------------------------------------------------------------------------------------------------------ Pirmasens 6331 - ------------------------------------------------------------------------------------------------------------------------------------ Landau in der Pfalz 6341 - ------------------------------------------------------------------------------------------------------------------------------------ Marburg 6421 - ------------------------------------------------------------------------------------------------------------------------------------ Limburg an der Lahn 6431 - ------------------------------------------------------------------------------------------------------------------------------------ Wetzlar 6441 - ------------------------------------------------------------------------------------------------------------------------------------ Wittlich 6571 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Hersfeld 6621 - ------------------------------------------------------------------------------------------------------------------------------------ Lauterbach Hessen 6641 - ------------------------------------------------------------------------------------------------------------------------------------ Bingen am Rhein 6721 - ------------------------------------------------------------------------------------------------------------------------------------ St Wendel 6851 - ------------------------------------------------------------------------------------------------------------------------------------ Kirchheim unter Teck 7021 - ------------------------------------------------------------------------------------------------------------------------------------ Muhlacker 7041 - ------------------------------------------------------------------------------------------------------------------------------------ Calw 7051 - ------------------------------------------------------------------------------------------------------------------------------------ Schorndorf Wurttbg. 7181 - ------------------------------------------------------------------------------------------------------------------------------------ Backnang 7191 - ------------------------------------------------------------------------------------------------------------------------------------ Bruchsal 7251 - ------------------------------------------------------------------------------------------------------------------------------------ Sinsheim 7261 - ------------------------------------------------------------------------------------------------------------------------------------ Worth am Rhein 7271 - ------------------------------------------------------------------------------------------------------------------------------------ Heidenheim a. d. Brenz 7321 - ------------------------------------------------------------------------------------------------------------------------------------ Biberach an der Riss 7351 - ------------------------------------------------------------------------------------------------------------------------------------ Horb am Neckar 7451 - ------------------------------------------------------------------------------------------------------------------------------------ Konstanz 7531 - ------------------------------------------------------------------------------------------------------------------------------------ Friedrichshafen 7541 - ------------------------------------------------------------------------------------------------------------------------------------ Sigmaringen 7571 - ------------------------------------------------------------------------------------------------------------------------------------ Lorrach 7621 - ------------------------------------------------------------------------------------------------------------------------------------ Muhlheim Baden 7631 - ------------------------------------------------------------------------------------------------------------------------------------ Villingen i. Schwarzw 7721 - ------------------------------------------------------------------------------------------------------------------------------------ Lahr Schwarzwald 7821 - ------------------------------------------------------------------------------------------------------------------------------------ Ohringen 7941 - ------------------------------------------------------------------------------------------------------------------------------------
8(12) Interconnection Contract with FirstMark 3. OVERVIEW OF CATCHMENT AREAS
- ------------------------------------------------------------------------------------------------------------------------------------ OdZ data Traffic flow ICP > German Telekom (determination of catchment area by ICP) - ------------------------------------------------------------------------------------------------------------------------------------ OdZ name Area Telekom Telekom ICP- Telekom Telekom Telekom Telekom ICP- ICP- ICP- ICP- ICP- code B.2 O.5 B.1 O.12 Z.7 Z.9 Z.10 O.6 O.8 O.11 Z.3 Z.4 - ------------------------------------------------------------------------------------------------------------------------------------ Lubben Spreewald 3546 - ------------------------------------------------------------------------------------------------------------------------------------ Hoyerswerda 3571 - ------------------------------------------------------------------------------------------------------------------------------------ Senftenberg 3573 - ------------------------------------------------------------------------------------------------------------------------------------ Weisswasser 3576 - ------------------------------------------------------------------------------------------------------------------------------------ Gorliz 3581 - ------------------------------------------------------------------------------------------------------------------------------------ Zittau 3583 - ------------------------------------------------------------------------------------------------------------------------------------ Lobau 3585 - ------------------------------------------------------------------------------------------------------------------------------------ Bautzen 3591 - ------------------------------------------------------------------------------------------------------------------------------------ Bischofswerda 3594 - ------------------------------------------------------------------------------------------------------------------------------------ Muhlhausen Thuringen 3601 - ------------------------------------------------------------------------------------------------------------------------------------ NordhausenThuringen 3631 - ------------------------------------------------------------------------------------------------------------------------------------ WeimarThuringen 3643 - ------------------------------------------------------------------------------------------------------------------------------------ Saalfeld Saale 3671 - ------------------------------------------------------------------------------------------------------------------------------------ Meinigen 3693 - ------------------------------------------------------------------------------------------------------------------------------------ Freiburg Sachsen 3731 - ------------------------------------------------------------------------------------------------------------------------------------ Rochlitz 3737 - ------------------------------------------------------------------------------------------------------------------------------------ Plauen 3741 - ------------------------------------------------------------------------------------------------------------------------------------ Zwickau 375 - ------------------------------------------------------------------------------------------------------------------------------------ Aue Sachsen 3771 - ------------------------------------------------------------------------------------------------------------------------------------ Stralsund 3831 - ------------------------------------------------------------------------------------------------------------------------------------ Greifswald 3834 - ------------------------------------------------------------------------------------------------------------------------------------ Gustrow 3843 - ------------------------------------------------------------------------------------------------------------------------------------ Parchim 3871 - ------------------------------------------------------------------------------------------------------------------------------------ Perleberg 3876 - ------------------------------------------------------------------------------------------------------------------------------------ Gardelegen 3907 - ------------------------------------------------------------------------------------------------------------------------------------ Burg bei Magdeburg 3921 - ------------------------------------------------------------------------------------------------------------------------------------ Stendal 393 - ------------------------------------------------------------------------------------------------------------------------------------ Halberstadt 3941 - ------------------------------------------------------------------------------------------------------------------------------------ Wernigerode 3943 - ------------------------------------------------------------------------------------------------------------------------------------ Prenzlau 3984 - ------------------------------------------------------------------------------------------------------------------------------------ Waren Muritz 3991 - ------------------------------------------------------------------------------------------------------------------------------------ Elmshorn 4121 - ------------------------------------------------------------------------------------------------------------------------------------ Stade 4141 - ------------------------------------------------------------------------------------------------------------------------------------ Winsen Luhe 4171 - ------------------------------------------------------------------------------------------------------------------------------------ Delmenhorst 4221 - ------------------------------------------------------------------------------------------------------------------------------------ Verden Aller 4231 - ------------------------------------------------------------------------------------------------------------------------------------ Cloppenburg 4471 - ------------------------------------------------------------------------------------------------------------------------------------ Eutun 4521 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Oldesloe 4531 - ------------------------------------------------------------------------------------------------------------------------------------ Schleswig 4621 - ------------------------------------------------------------------------------------------------------------------------------------ Niebull 4661 - ------------------------------------------------------------------------------------------------------------------------------------ Cuxhaven 4721 - ------------------------------------------------------------------------------------------------------------------------------------ Norden 4931 - ------------------------------------------------------------------------------------------------------------------------------------ Wunstorf 5031 - ------------------------------------------------------------------------------------------------------------------------------------ Hameln 5151 - ------------------------------------------------------------------------------------------------------------------------------------ Peine 5171 - ------------------------------------------------------------------------------------------------------------------------------------ Salzgitter 5341 - ------------------------------------------------------------------------------------------------------------------------------------ Gifhorn 5371 - ------------------------------------------------------------------------------------------------------------------------------------ Ibbenburen 5451 - ------------------------------------------------------------------------------------------------------------------------------------ Damme Dummer 5494 - ------------------------------------------------------------------------------------------------------------------------------------ Herzberg am Harz 5521 - ------------------------------------------------------------------------------------------------------------------------------------ Einbeck 5561 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Wildungen 5621 - ------------------------------------------------------------------------------------------------------------------------------------ Meisungen 5661 - ------------------------------------------------------------------------------------------------------------------------------------ Stadthagen 5721 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Oeynhausen 5731 - ------------------------------------------------------------------------------------------------------------------------------------ Stolzenau 5761 - ------------------------------------------------------------------------------------------------------------------------------------ Gelnhausen 6051 - ------------------------------------------------------------------------------------------------------------------------------------ Worms 6241 - ------------------------------------------------------------------------------------------------------------------------------------ Bensheim 6251 - ------------------------------------------------------------------------------------------------------------------------------------ Mosbach Baden 6261 - ------------------------------------------------------------------------------------------------------------------------------------ Pirmasens 6331 - ------------------------------------------------------------------------------------------------------------------------------------ Landau in der Pfalz 6341 - ------------------------------------------------------------------------------------------------------------------------------------ Marburg 6421 - ------------------------------------------------------------------------------------------------------------------------------------ Limburg an der Lahn 6431 - ------------------------------------------------------------------------------------------------------------------------------------ Wetzlar 6441 - ------------------------------------------------------------------------------------------------------------------------------------ Wittlich 6571 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Hersfeld 6621 - ------------------------------------------------------------------------------------------------------------------------------------ Lauterbach Hessen 6641 - ------------------------------------------------------------------------------------------------------------------------------------ Bingen am Rhein 6721 - ------------------------------------------------------------------------------------------------------------------------------------ St Wendel 6851 - ------------------------------------------------------------------------------------------------------------------------------------ Kirchheim unter Teck 7021 - ------------------------------------------------------------------------------------------------------------------------------------ Muhlacker 7041 - ------------------------------------------------------------------------------------------------------------------------------------ Calw 7051 - ------------------------------------------------------------------------------------------------------------------------------------ Schorndorf Wurttbg. 7181 - ------------------------------------------------------------------------------------------------------------------------------------ Backnang 7191 - ------------------------------------------------------------------------------------------------------------------------------------ Bruchsal 7251 - ------------------------------------------------------------------------------------------------------------------------------------ Sinsheim 7261 - ------------------------------------------------------------------------------------------------------------------------------------ Worth am Rhein 7271 - ------------------------------------------------------------------------------------------------------------------------------------ Heidenheim a. d. Brenz 7321 - ------------------------------------------------------------------------------------------------------------------------------------ Biberach an der Riss 7351 - ------------------------------------------------------------------------------------------------------------------------------------ Horb am Neckar 7451 - ------------------------------------------------------------------------------------------------------------------------------------ Konstanz 7531 - ------------------------------------------------------------------------------------------------------------------------------------ Friedrichshafen 7541 - ------------------------------------------------------------------------------------------------------------------------------------ Sigmaringen 7571 - ------------------------------------------------------------------------------------------------------------------------------------ Lorrach 7621 - ------------------------------------------------------------------------------------------------------------------------------------ Muhlheim Baden 7631 - ------------------------------------------------------------------------------------------------------------------------------------ Villingen i. Schwarzw 7721 - ------------------------------------------------------------------------------------------------------------------------------------ Lahr Schwarzwald 7821 - ------------------------------------------------------------------------------------------------------------------------------------ Ohringen 7941 - ------------------------------------------------------------------------------------------------------------------------------------
9(12) Interconnection Contract with FirstMark 3. OVERVIEW OF CATCHMENT AREAS
- ------------------------------------------------------------------------------------------------------------------------------------ OdZ data Traffic flow ICP > German Telekom (determination of catchment area by ICP) - ------------------------------------------------------------------------------------------------------------------------------------ OdZ name Area ICP- Telekom ICP- ICP- ICP- ICP- ICP- Telekom Telekom Telekom Telekom Telekom code B.2 B.1 O.5 O.12 Z.7 Z.9 Z.10 O.1 O.2 O.3 O.4 O.6 - ------------------------------------------------------------------------------------------------------------------------------------ Waakirchen 8021 - ------------------------------------------------------------------------------------------------------------------------------------ Rosenheim 8031 - ------------------------------------------------------------------------------------------------------------------------------------ Kirchseeon 8091 - ------------------------------------------------------------------------------------------------------------------------------------ Markt Schwaben 8121 - ------------------------------------------------------------------------------------------------------------------------------------ Stamberg 8151 - ------------------------------------------------------------------------------------------------------------------------------------ Landsberg am Lech 8191 - ------------------------------------------------------------------------------------------------------------------------------------ Buchloe 8241 - ------------------------------------------------------------------------------------------------------------------------------------ Aichach 8251 - ------------------------------------------------------------------------------------------------------------------------------------ Memmingen 8331 - ------------------------------------------------------------------------------------------------------------------------------------ Lindenberg Allgau 8381 - ------------------------------------------------------------------------------------------------------------------------------------ Eichstadt Bayern 8421 - ------------------------------------------------------------------------------------------------------------------------------------ Beilngries 8461 - ------------------------------------------------------------------------------------------------------------------------------------ Pfarrkirchen Niederbayr 8561 - ------------------------------------------------------------------------------------------------------------------------------------ Muhldorf am Inn 8631 - ------------------------------------------------------------------------------------------------------------------------------------ Roth Mittelfranken 9171 - ------------------------------------------------------------------------------------------------------------------------------------ Neumarkt i. d. Oberpfalz 9181 - ------------------------------------------------------------------------------------------------------------------------------------ Forchheim Oberfranken 9191 - ------------------------------------------------------------------------------------------------------------------------------------ Kulmbach 9221 - ------------------------------------------------------------------------------------------------------------------------------------ Hof Saale 9281 - ------------------------------------------------------------------------------------------------------------------------------------ Kizingen 9321 - ------------------------------------------------------------------------------------------------------------------------------------ Tauberbischofsheim 9341 - ------------------------------------------------------------------------------------------------------------------------------------ Marktheidenfeld 9391 - ------------------------------------------------------------------------------------------------------------------------------------ Straubing 9421 - ------------------------------------------------------------------------------------------------------------------------------------ Amberg Oberpfalz 9621 - ------------------------------------------------------------------------------------------------------------------------------------
10(12) Interconnection Contract with FirstMark 3. OVERVIEW OF CATCHMENT AREAS
- ------------------------------------------------------------------------------------------------------------------------------------ OdZ data Traffic flow ICP > German Telekom (determination of catchment area by ICP) - ------------------------------------------------------------------------------------------------------------------------------------ OdZ name Area Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom code O.7 O.8 O.9 O.10 O.11 Z.1 Z.2 Z.3 Z.4 Z.5 Z.6 Z.8 - ------------------------------------------------------------------------------------------------------------------------------------ Waakirchen 8021 - ------------------------------------------------------------------------------------------------------------------------------------ Rosenheim 8031 - ------------------------------------------------------------------------------------------------------------------------------------ Kirchseeon 8091 - ------------------------------------------------------------------------------------------------------------------------------------ Markt Schwaben 8121 - ------------------------------------------------------------------------------------------------------------------------------------ Stamberg 8151 - ------------------------------------------------------------------------------------------------------------------------------------ Landsberg am Lech 8191 - ------------------------------------------------------------------------------------------------------------------------------------ Buchloe 8241 - ------------------------------------------------------------------------------------------------------------------------------------ Aichach 8251 - ------------------------------------------------------------------------------------------------------------------------------------ Memmingen 8331 - ------------------------------------------------------------------------------------------------------------------------------------ Lindenberg Allgau 8381 - ------------------------------------------------------------------------------------------------------------------------------------ Eichstadt Bayern 8421 - ------------------------------------------------------------------------------------------------------------------------------------ Beilngries 8461 - ------------------------------------------------------------------------------------------------------------------------------------ Pfarrkirchen Niederbayr 8561 - ------------------------------------------------------------------------------------------------------------------------------------ Muhldorf am Inn 8631 - ------------------------------------------------------------------------------------------------------------------------------------ Roth Mittelfranken 9171 - ------------------------------------------------------------------------------------------------------------------------------------ Neumarkt i. d. Oberpfalz 9181 - ------------------------------------------------------------------------------------------------------------------------------------ Forchheim Oberfranken 9191 - ------------------------------------------------------------------------------------------------------------------------------------ Kulmbach 9221 - ------------------------------------------------------------------------------------------------------------------------------------ Hof Saale 9281 - ------------------------------------------------------------------------------------------------------------------------------------ Kizingen 9321 - ------------------------------------------------------------------------------------------------------------------------------------ Tauberbischofsheim 9341 - ------------------------------------------------------------------------------------------------------------------------------------ Marktheidenfeld 9391 - ------------------------------------------------------------------------------------------------------------------------------------ Straubing 9421 - ------------------------------------------------------------------------------------------------------------------------------------ Amberg Oberpfalz 9621 - ------------------------------------------------------------------------------------------------------------------------------------
11(12) Interconnection Contract with FirstMark 3. OVERVIEW OF CATCHMENT AREAS
- ------------------------------------------------------------------------------------------------------------------------------------ OdZ data Traffic flow ICP > German Telekom (determination of catchment area by ICP) - ------------------------------------------------------------------------------------------------------------------------------------ OdZ name Area Telekom Telekom ICP- Telekom Telekom Telekom Telekom ICP- ICP- ICP- ICP- ICP- code B.2 O.5 B.1 O.12 Z.7 Z.9 Z.10 O.6 O.8 O.11 Z.3 Z.4 - ------------------------------------------------------------------------------------------------------------------------------------ Waakirchen 8021 - ------------------------------------------------------------------------------------------------------------------------------------ Rosenheim 8031 - ------------------------------------------------------------------------------------------------------------------------------------ Kirchseeon 8091 - ------------------------------------------------------------------------------------------------------------------------------------ Markt Schwaben 8121 - ------------------------------------------------------------------------------------------------------------------------------------ Stamberg 8151 - ------------------------------------------------------------------------------------------------------------------------------------ Landsberg am Lech 8191 - ------------------------------------------------------------------------------------------------------------------------------------ Buchloe 8241 - ------------------------------------------------------------------------------------------------------------------------------------ Aichach 8251 - ------------------------------------------------------------------------------------------------------------------------------------ Memmingen 8331 - ------------------------------------------------------------------------------------------------------------------------------------ Lindenberg Allgau 8381 - ------------------------------------------------------------------------------------------------------------------------------------ Eichstadt Bayern 8421 - ------------------------------------------------------------------------------------------------------------------------------------ Beilngries 8461 - ------------------------------------------------------------------------------------------------------------------------------------ Pfarrkirchen Niederbayr 8561 - ------------------------------------------------------------------------------------------------------------------------------------ Muhldorf am Inn 8631 - ------------------------------------------------------------------------------------------------------------------------------------ Roth Mittelfranken 9171 - ------------------------------------------------------------------------------------------------------------------------------------ Neumarkt i. d. Oberpfalz 9181 - ------------------------------------------------------------------------------------------------------------------------------------ Forchheim Oberfranken 9191 - ------------------------------------------------------------------------------------------------------------------------------------ Kulmbach 9221 - ------------------------------------------------------------------------------------------------------------------------------------ Hof Saale 9281 - ------------------------------------------------------------------------------------------------------------------------------------ Kizingen 9321 - ------------------------------------------------------------------------------------------------------------------------------------ Tauberbischofsheim 9341 - ------------------------------------------------------------------------------------------------------------------------------------ Marktheidenfeld 9391 - ------------------------------------------------------------------------------------------------------------------------------------ Straubing 9421 - ------------------------------------------------------------------------------------------------------------------------------------ Amberg Oberpfalz 9621 - ------------------------------------------------------------------------------------------------------------------------------------
12(12) Interconnection Contract with FirstMark 4.1 TRAFFIC STRUCTURE FROM AND INTO THE ONE-DIGIT NUMBERING AREAS AND THE INTERCONNECTION SERVICES
------------------------------------------------------------------------------------------------------ One-digit ICP outgoing ICP Telekom outgoing Telekom incoming Sum numbering area (erlangs) incoming (erlangs) (erlangs) (erlangs) (erlangs) ------------------------------------------------------------------------------------------------------ 1 0 ------------------------------------------------------------------------------------------------------ 2 0 ------------------------------------------------------------------------------------------------------ 3 0 ------------------------------------------------------------------------------------------------------ 4 0 ------------------------------------------------------------------------------------------------------ 5 0 ------------------------------------------------------------------------------------------------------ 6 0 ------------------------------------------------------------------------------------------------------ 7 0 ------------------------------------------------------------------------------------------------------ 8 0 ------------------------------------------------------------------------------------------------------ 9 0 ------------------------------------------------------------------------------------------------------ Sum of national 0 0 0 0 0 traffic ------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------ ICP outgoing ICP Telekom outgoing Telekom incoming Sum (erlangs) incoming (erlangs) (erlangs) (erlangs) (erlangs) ------------------------------------------------------------------------------------------------------ Sum of national 0 traffic Remark - ------------------------------------------------------------------------------------------------------------------------- United States, 001 0 Canada - ------------------------------------------------------------------------------------------------------------------------- France 0033 0 - ------------------------------------------------------------------------------------------------------------------------- Italy, Vatican 0039 0 City - ------------------------------------------------------------------------------------------------------------------------- Austria 0043 0 - ------------------------------------------------------------------------------------------------------------------------- Great Britain, 0044 0 Northern Ireland - ------------------------------------------------------------------------------------------------------------------------- Russian 007 0 Federation, Armenia, Belarus - ------------------------------------------------------------------------------------------------------------------------- Japan 0081 0 - ------------------------------------------------------------------------------------------------------------------------- Turkey, North 0090 0 Cyprus - ------------------------------------------------------------------------------------------------------------------------- Others in case of demand: - -------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------- Interconnection services ICP outgoing ICP Telekom outgoing Telekom incoming Sum (erlangs) incoming (erlangs) (erlangs) (erlangs) (erlangs) - ------------------------------------------------------------------------------------------------------------------------- Mobile radiotelephone O.3 -- -- 0 service, D1 - ------------------------------------------------------------------------------------------------------------------------- Mobile radiotelephone O.3 -- -- 0 service, D2 - ------------------------------------------------------------------------------------------------------------------------- Mobile radiotelephone O.3 -- -- 0 service, E-Plus - ------------------------------------------------------------------------------------------------------------------------- Mobile radiotelephone O.3 -- -- 0 service, E2 - ------------------------------------------------------------------------------------------------------------------------- Inmarsat O.4 -- -- 0 - ------------------------------------------------------------------------------------------------------------------------- Freephone O.5 0 - ------------------------------------------------------------------------------------------------------------------------- Shared Cost O.6 0 - ------------------------------------------------------------------------------------------------------------------------- Online services O.8 0 - ------------------------------------------------------------------------------------------------------------------------- 0190x Z.4 0 - ------------------------------------------------------------------------------------------------------------------------- Radio call Z.5 -- -- 0 - ------------------------------------------------------------------------------------------------------------------------- Others in case of demand: - -------------------------------------------------------------------------------------------------------------------------
1(1) Interconnection Contract with FirstMark - -------------------------------------------------------------------------------- 4.2 TRAFFIC STRUCTURE FROM AND TO BASIC CATCHMENT AREAS (GEZB) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- OdZ Area ICP ICP Telekom Telekom Sum code outgoing incoming outgoing incoming (erlangs) (erlangs) (erlangs) (erlangs) (erlangs) - -------------------------------------------------------------------------------- Essen 201 0 - -------------------------------------------------------------------------------- Dusseldorf 211 0 - -------------------------------------------------------------------------------- Cologne 221 0 - -------------------------------------------------------------------------------- Dortmund 231 0 - -------------------------------------------------------------------------------- Berlin 30 0 - -------------------------------------------------------------------------------- Leipzig 341 0 - -------------------------------------------------------------------------------- Dresden 351 0 - -------------------------------------------------------------------------------- Erfurt 361 0 - -------------------------------------------------------------------------------- Rostock 381 0 - -------------------------------------------------------------------------------- Madgdeburg 391 0 - -------------------------------------------------------------------------------- Hamburg 40 0 - -------------------------------------------------------------------------------- Bremen 421 0 - -------------------------------------------------------------------------------- Kiel 431 0 - -------------------------------------------------------------------------------- Hannover 511 0 - -------------------------------------------------------------------------------- Bielefeld 521 0 - -------------------------------------------------------------------------------- Frankfurt am Main 69 0 - -------------------------------------------------------------------------------- Mannheim 621 0 - -------------------------------------------------------------------------------- Stuttgart 711 0 - -------------------------------------------------------------------------------- Karlsruhe 721 0 - -------------------------------------------------------------------------------- Munich 89 0 - -------------------------------------------------------------------------------- Augsburg 821 0 - -------------------------------------------------------------------------------- Wurzburg 931 0 - -------------------------------------------------------------------------------- Nurnberg 911 0 - -------------------------------------------------------------------------------- 1(1) Interconnection Contract with FirstMark - -------------------------------------------------------------------------------- 4.3 SPECIFIC DATA OF THE TRAFFIC STRUCTURES FROM AND TO THE STANDARD CATCHMENT AREAS - --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------- OdZ Area ICP ICP Telekom Telekom Sum code of outgoing incoming outgoing incoming (erlangs) OdZ (erlangs) (erlangs) (erlangs) (erlangs) - ---------------------------------------------------------------------------------------------- Essen 201 0 - ---------------------------------------------------------------------------------------------- Dusseldorf 211 0 - ---------------------------------------------------------------------------------------------- Cologne 221 0 - ---------------------------------------------------------------------------------------------- Dortmund 231 0 - ---------------------------------------------------------------------------------------------- Berlin 30 0 - ---------------------------------------------------------------------------------------------- Leipzig 341 0 - ---------------------------------------------------------------------------------------------- Dresden 351 0 - ---------------------------------------------------------------------------------------------- Erfurt 361 0 - ---------------------------------------------------------------------------------------------- Rostock 381 0 - ---------------------------------------------------------------------------------------------- Madgdeburg 391 0 - ---------------------------------------------------------------------------------------------- Hamburg 40 0 - ---------------------------------------------------------------------------------------------- Bremen 421 0 - ---------------------------------------------------------------------------------------------- Kiel 431 0 - ---------------------------------------------------------------------------------------------- Hannover 511 0 - ---------------------------------------------------------------------------------------------- Bielefeld 521 0 - ---------------------------------------------------------------------------------------------- Frankfurt am Main 69 0 - ---------------------------------------------------------------------------------------------- Mannheim 621 0 - ---------------------------------------------------------------------------------------------- Stuttgart 711 0 - ---------------------------------------------------------------------------------------------- Karlsruhe 721 0 - ---------------------------------------------------------------------------------------------- Munich 89 0 - ---------------------------------------------------------------------------------------------- Augsburg 821 0 - ---------------------------------------------------------------------------------------------- Wurzburg 931 0 - ---------------------------------------------------------------------------------------------- Nurnberg 911 0 - ---------------------------------------------------------------------------------------------- Aachen 241 0 - ---------------------------------------------------------------------------------------------- Munster 251 0 - ---------------------------------------------------------------------------------------------- Koblenz 261 0 - ---------------------------------------------------------------------------------------------- Siegen 271 0 - ---------------------------------------------------------------------------------------------- Wesel 281 0 - ---------------------------------------------------------------------------------------------- Meschede 291 0 - ---------------------------------------------------------------------------------------------- Chemnitz Sachsen 371 0 - ---------------------------------------------------------------------------------------------- Neubrandenburg 395 0 - ---------------------------------------------------------------------------------------------- Oldenburg 441 0 - ---------------------------------------------------------------------------------------------- Lubeck 451 0 - ---------------------------------------------------------------------------------------------- Flensburg 461 0 - ---------------------------------------------------------------------------------------------- Bremerhaven 471 0 - ---------------------------------------------------------------------------------------------- Heide Holstein 481 0 - ---------------------------------------------------------------------------------------------- Leer Ostfriesland 491 0 - ---------------------------------------------------------------------------------------------- Braunschweig 531 0 - ---------------------------------------------------------------------------------------------- Osnabruck 541 0 - ---------------------------------------------------------------------------------------------- Gottingen 551 0 - ---------------------------------------------------------------------------------------------- Kassel 561 0 - ---------------------------------------------------------------------------------------------- Minden Westfalen 571 0 - ---------------------------------------------------------------------------------------------- Uelzen 581 0 - ---------------------------------------------------------------------------------------------- Lingen Ems 591 0 - ---------------------------------------------------------------------------------------------- Kaiserslautern 631 0 - ---------------------------------------------------------------------------------------------- Giessen 641 0 - ---------------------------------------------------------------------------------------------- Trier 651 0 - ---------------------------------------------------------------------------------------------- Fulda 661 0 - ---------------------------------------------------------------------------------------------- Bad Kreuznach 671 0 - ---------------------------------------------------------------------------------------------- Saarbrucken 681 0 - ---------------------------------------------------------------------------------------------- Ulm Donau 731 0 - ---------------------------------------------------------------------------------------------- Rottweil 741 0 - ---------------------------------------------------------------------------------------------- Ravensburg 751 0 - ---------------------------------------------------------------------------------------------- Freiburg im Breisgau 761 0 - ---------------------------------------------------------------------------------------------- Donaueschlingen 771 0 - ---------------------------------------------------------------------------------------------- Offenburg 781 0 - ---------------------------------------------------------------------------------------------- Schwabisch Hall 791 0 - ---------------------------------------------------------------------------------------------- Kempten Allgau 831 0 - ---------------------------------------------------------------------------------------------- Ingolstadt-Zuchenng 8450 0 - ---------------------------------------------------------------------------------------------- Passau 851 0 - ---------------------------------------------------------------------------------------------- Traunstein 861 0 - ---------------------------------------------------------------------------------------------- Landshut 871 0 - ---------------------------------------------------------------------------------------------- Weitheim Oberbayern 881 0 - ---------------------------------------------------------------------------------------------- Donauworth 906 0 - ---------------------------------------------------------------------------------------------- Bayreuth 921 0 - ----------------------------------------------------------------------------------------------
1(6) Interconnection Contract with FirstMark - -------------------------------------------------------------------------------- 4.3 SPECIFIC DATA OF THE TRAFFIC STRUCTURES FROM AND TO THE STANDARD CATCHMENT AREAS - --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------- OdZ Area ICP ICP Telekom Telekom Sum code of outgoing incoming outgoing incoming (erlangs) OdZ (erlangs) (erlangs) (erlangs) (erlangs) - ---------------------------------------------------------------------------------------------- Regensburg 941 0 - ---------------------------------------------------------------------------------------------- Bamberg 951 0 - ---------------------------------------------------------------------------------------------- Weiden in der Oberpfalz 961 0 - ---------------------------------------------------------------------------------------------- Bad Kissingen 971 0 - ---------------------------------------------------------------------------------------------- Ansbach 981 0 - ---------------------------------------------------------------------------------------------- Deggendorf 991 0 - ---------------------------------------------------------------------------------------------- Wuppertal 202 0 - ---------------------------------------------------------------------------------------------- Duisburg 203 0 - ---------------------------------------------------------------------------------------------- Oberhausen 208 0 - ---------------------------------------------------------------------------------------------- Gelsenkirchen 209 0 - ---------------------------------------------------------------------------------------------- Solingen 212 0 - ---------------------------------------------------------------------------------------------- Neuss 2131 0 - ---------------------------------------------------------------------------------------------- Krefeld 2151 0 - ---------------------------------------------------------------------------------------------- Monchengladbach 2161 0 - ---------------------------------------------------------------------------------------------- Leverkusen 2171 0 - ---------------------------------------------------------------------------------------------- Siegburg 2241 0 - ---------------------------------------------------------------------------------------------- Gummersbach 2261 0 - ---------------------------------------------------------------------------------------------- Bonn 228 0 - ---------------------------------------------------------------------------------------------- Hagen Westfalen 2331 0 - ---------------------------------------------------------------------------------------------- Bochum 234 0 - ---------------------------------------------------------------------------------------------- Ludenscheid 2351 0 - ---------------------------------------------------------------------------------------------- Recklinghausen 2361 0 - ---------------------------------------------------------------------------------------------- Hamm Westfalen 2381 0 - ---------------------------------------------------------------------------------------------- Duren 2421 0 - ---------------------------------------------------------------------------------------------- Geilenkirchen 2451 0 - ---------------------------------------------------------------------------------------------- Greven Westfalen 2571 0 - ---------------------------------------------------------------------------------------------- Ludinghausen 2591 0 - ---------------------------------------------------------------------------------------------- Neuwied 2631 0 - ---------------------------------------------------------------------------------------------- Lippstadt 2941 0 - ---------------------------------------------------------------------------------------------- Potsdam 331 0 - ---------------------------------------------------------------------------------------------- Eberswalde 3334 0 - ---------------------------------------------------------------------------------------------- Frankfurt Oder 335 0 - ---------------------------------------------------------------------------------------------- Brandenburg 3381 0 - ---------------------------------------------------------------------------------------------- Wittstock Dosse 3394 0 - ---------------------------------------------------------------------------------------------- Dessau Anhalt 340 0 - ---------------------------------------------------------------------------------------------- Halle Saale 345 0 - ---------------------------------------------------------------------------------------------- Merseburg Saale 3461 0 - ---------------------------------------------------------------------------------------------- Cottbus 355 0 - ---------------------------------------------------------------------------------------------- Jena 3641 0 - ---------------------------------------------------------------------------------------------- Gera 365 0 - ---------------------------------------------------------------------------------------------- Suhl 3681 0 - ---------------------------------------------------------------------------------------------- Eisenach Thuringen 3691 0 - ---------------------------------------------------------------------------------------------- Schwerin Mecklenburg 385 0 - ---------------------------------------------------------------------------------------------- Luneburg 4131 0 - ---------------------------------------------------------------------------------------------- Neumunster 4321 0 - ---------------------------------------------------------------------------------------------- Wilhelmshaven 4421 0 - ---------------------------------------------------------------------------------------------- Hildesheim 5121 0 - ---------------------------------------------------------------------------------------------- Celle 5141 0 - ---------------------------------------------------------------------------------------------- Herford 5221 0 - ---------------------------------------------------------------------------------------------- Detmold 5231 0 - ---------------------------------------------------------------------------------------------- Gutersloh 5241 0 - ---------------------------------------------------------------------------------------------- Paderborn 5251 0 - ---------------------------------------------------------------------------------------------- Wolfsburg 5361 0 - ---------------------------------------------------------------------------------------------- Aschaffenburg 6021 0 - ----------------------------------------------------------------------------------------------
2(6) Interconnection Contract with FirstMark - -------------------------------------------------------------------------------- 4.3 SPECIFIC DATA OF THE TRAFFIC STRUCTURES FROM AND TO THE STANDARD CATCHMENT AREAS - --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------- OdZ Area ICP ICP Telekom Telekom Sum code of outgoing incoming outgoing incoming (erlangs) OdZ (erlangs) (erlangs) (erlangs) (erlangs) - ---------------------------------------------------------------------------------------------- Friedberg Hessen 6031 0 - ---------------------------------------------------------------------------------------------- Dieburg 6071 0 - ---------------------------------------------------------------------------------------------- Wiesbaden 611 0 - ---------------------------------------------------------------------------------------------- Mainz 6031 0 - ---------------------------------------------------------------------------------------------- Russelsheim 6142 0 - ---------------------------------------------------------------------------------------------- Darmstadt 6151 0 - ---------------------------------------------------------------------------------------------- Oberursel Taunus 6171 0 - ---------------------------------------------------------------------------------------------- Hanau 6181 0 - ---------------------------------------------------------------------------------------------- Bad Soden 6196 0 - ---------------------------------------------------------------------------------------------- Heidelberg 6221 0 - ---------------------------------------------------------------------------------------------- Neustadt Weinstasse 6321 0 - ---------------------------------------------------------------------------------------------- Neunkirchen Saar 6821 0 - ---------------------------------------------------------------------------------------------- Saarlouis 6831 0 - ---------------------------------------------------------------------------------------------- Boblingen 7031 0 - ---------------------------------------------------------------------------------------------- Reutlingen 7121 0 - ---------------------------------------------------------------------------------------------- Heilbronn Neckar 7131 0 - ---------------------------------------------------------------------------------------------- Ludwigsburg Wurttbg 7141 0 - ---------------------------------------------------------------------------------------------- Goppingen 7161 0 - ---------------------------------------------------------------------------------------------- Baden- Baden 7221 0 - ---------------------------------------------------------------------------------------------- Pforzheim 7231 0 - ---------------------------------------------------------------------------------------------- Aalen 7361 0 - ---------------------------------------------------------------------------------------------- Hechingen 7471 0 - ---------------------------------------------------------------------------------------------- Singen Hohentwiel 7731 0 - ---------------------------------------------------------------------------------------------- Dachau 8131 0 - ---------------------------------------------------------------------------------------------- Erlangen 9131 0 - ---------------------------------------------------------------------------------------------- Coburg 9561 0 - ---------------------------------------------------------------------------------------------- Schweinfurt 9721 0 - ---------------------------------------------------------------------------------------------- Bottrop 2041 0 - ---------------------------------------------------------------------------------------------- Velbert 2051 0 - ---------------------------------------------------------------------------------------------- Grevenbroich 2181 0 - ---------------------------------------------------------------------------------------------- Remscheid 2191 0 - ---------------------------------------------------------------------------------------------- Euskirchen 2251 0 - ---------------------------------------------------------------------------------------------- Iserlohn 2371 0 - ---------------------------------------------------------------------------------------------- Bad Neuenahr-Ahrweiler 2641 0 - ---------------------------------------------------------------------------------------------- Lennestadt 2721 0 - ---------------------------------------------------------------------------------------------- Betzdorf 2741 0 - ---------------------------------------------------------------------------------------------- Dillenburg 2771 0 - ---------------------------------------------------------------------------------------------- Kleve Niederrhein 2821 0 - ---------------------------------------------------------------------------------------------- Geldern 2831 0 - ---------------------------------------------------------------------------------------------- Moers 2841 0 - ---------------------------------------------------------------------------------------------- Borken Westfalen 2861 0 - ---------------------------------------------------------------------------------------------- Oranienburg 3301 0 - ---------------------------------------------------------------------------------------------- Nauen Brandenburg 3321 0 - ---------------------------------------------------------------------------------------------- Strausberg 3341 0 - ---------------------------------------------------------------------------------------------- Zeuthen 33762 0 - ---------------------------------------------------------------------------------------------- Zossen Brandenburg 3377 0 - ---------------------------------------------------------------------------------------------- Oschatz 3435 0 - ---------------------------------------------------------------------------------------------- Grimma 3437 0 - ---------------------------------------------------------------------------------------------- Naumburg Saale 3445 0 - ---------------------------------------------------------------------------------------------- Altenburg Thuringen 3447 0 - ---------------------------------------------------------------------------------------------- Sangerhausen 3464 0 - ---------------------------------------------------------------------------------------------- Artern Unstrut 3466 0 - ---------------------------------------------------------------------------------------------- Bernburg Saale 3471 0 - ---------------------------------------------------------------------------------------------- Bitterfeld 3493 0 - ----------------------------------------------------------------------------------------------
3(6) Interconnection Contract with FirstMark - -------------------------------------------------------------------------------- 4.3 SPECIFIC DATA OF THE TRAFFIC STRUCTURES FROM AND TO THE STANDARD CATCHMENT AREAS - --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------- OdZ Area ICP ICP Telekom Telekom Sum code of outgoing incoming outgoing incoming (erlangs) OdZ (erlangs) (erlangs) (erlangs) (erlangs) - ---------------------------------------------------------------------------------------------- Pirna 3501 0 - ---------------------------------------------------------------------------------------------- Dippoldiswalde 3504 0 - ---------------------------------------------------------------------------------------------- Meissen 3521 0 - ---------------------------------------------------------------------------------------------- Riesa 3525 0 - ---------------------------------------------------------------------------------------------- Elsterwerda 3533 0 - ---------------------------------------------------------------------------------------------- Jessen Elster 3537 0 - ---------------------------------------------------------------------------------------------- Lubben Spreewald 3546 0 - ---------------------------------------------------------------------------------------------- Hoyerswerda 3571 0 - ---------------------------------------------------------------------------------------------- Senftenberg 3573 0 - ---------------------------------------------------------------------------------------------- Weisswasser 3576 0 - ---------------------------------------------------------------------------------------------- Gorliz 3581 0 - ---------------------------------------------------------------------------------------------- Zittau 3583 0 - ---------------------------------------------------------------------------------------------- Lobau 3585 0 - ---------------------------------------------------------------------------------------------- Bautzen 3591 0 - ---------------------------------------------------------------------------------------------- Bischofswerda 3594 0 - ---------------------------------------------------------------------------------------------- Muhlhausen Thuringen 3601 0 - ---------------------------------------------------------------------------------------------- NordhausenThuringen 3631 0 - ---------------------------------------------------------------------------------------------- WeimarThuringen 3643 0 - ---------------------------------------------------------------------------------------------- Saalfeld Saale 3671 0 - ---------------------------------------------------------------------------------------------- Meinigen 3693 0 - ---------------------------------------------------------------------------------------------- Freiburg Sachsen 3731 0 - ---------------------------------------------------------------------------------------------- Rochlitz 3737 0 - ---------------------------------------------------------------------------------------------- Plauen 3741 0 - ---------------------------------------------------------------------------------------------- Zwickau 375 0 - ---------------------------------------------------------------------------------------------- Aue Sachsen 3771 0 - ---------------------------------------------------------------------------------------------- Stralsund 3831 0 - ---------------------------------------------------------------------------------------------- Greifswald 3834 0 - ---------------------------------------------------------------------------------------------- Gustrow 3843 0 - ---------------------------------------------------------------------------------------------- Parchim 3871 0 - ---------------------------------------------------------------------------------------------- Perleberg 3876 0 - ---------------------------------------------------------------------------------------------- Gardelegen 3907 0 - ---------------------------------------------------------------------------------------------- Burg bei Magdeburg 3921 0 - ---------------------------------------------------------------------------------------------- Stendal 393 0 - ---------------------------------------------------------------------------------------------- Halberstadt 3941 0 - ---------------------------------------------------------------------------------------------- Wernigerode 3943 0 - ---------------------------------------------------------------------------------------------- Prenzlau 3984 0 - ---------------------------------------------------------------------------------------------- Waren Muritz 3991 0 - ---------------------------------------------------------------------------------------------- Elmshorn 4121 0 - ---------------------------------------------------------------------------------------------- Stade 4141 0 - ---------------------------------------------------------------------------------------------- Winsen Luhe 4171 0 - ---------------------------------------------------------------------------------------------- Delmenhorst 4221 0 - ---------------------------------------------------------------------------------------------- Verden Aller 4231 0 - ---------------------------------------------------------------------------------------------- Cloppenburg 4471 0 - ---------------------------------------------------------------------------------------------- Eutun 4521 0 - ---------------------------------------------------------------------------------------------- Bad Oldesloe 4531 0 - ---------------------------------------------------------------------------------------------- Schleswig 4621 0 - ---------------------------------------------------------------------------------------------- Niebull 4661 0 - ---------------------------------------------------------------------------------------------- Cuxhaven 4721 0 - ---------------------------------------------------------------------------------------------- Norden 4931 0 - ---------------------------------------------------------------------------------------------- Wunstorf 5031 0 - ---------------------------------------------------------------------------------------------- Hameln 5151 0 - ---------------------------------------------------------------------------------------------- Peine 5171 0 - ---------------------------------------------------------------------------------------------- Salzgitter 5341 0 - ---------------------------------------------------------------------------------------------- Gifhorn 5371 0 - ----------------------------------------------------------------------------------------------
4(6) Interconnection Contract with FirstMark - -------------------------------------------------------------------------------- 4.3 SPECIFIC DATA OF THE TRAFFIC STRUCTURES FROM AND TO THE STANDARD CATCHMENT AREAS - --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------- OdZ Area ICP ICP Telekom Telekom Sum code of outgoing incoming outgoing incoming (erlangs) OdZ (erlangs) (erlangs) (erlangs) (erlangs) - ---------------------------------------------------------------------------------------------- Ibbenburen 5451 0 - ---------------------------------------------------------------------------------------------- Damme Dummer 5494 0 - ---------------------------------------------------------------------------------------------- Herzberg am Harz 5521 0 - ---------------------------------------------------------------------------------------------- Einbeck 5561 0 - ---------------------------------------------------------------------------------------------- Bad Wildungen 5621 0 - ---------------------------------------------------------------------------------------------- Meisungen 5661 0 - ---------------------------------------------------------------------------------------------- Stadthagen 5721 0 - ---------------------------------------------------------------------------------------------- Bad Oeynhausen 5731 0 - ---------------------------------------------------------------------------------------------- Stolzenau 5761 0 - ---------------------------------------------------------------------------------------------- Gelnhausen 6051 0 - ---------------------------------------------------------------------------------------------- Worms 6241 0 - ---------------------------------------------------------------------------------------------- Bensheim 6251 0 - ---------------------------------------------------------------------------------------------- Mosbach Baden 6261 0 - ---------------------------------------------------------------------------------------------- Pirmasens 6331 0 - ---------------------------------------------------------------------------------------------- Landau in der Pfalz 6341 0 - ---------------------------------------------------------------------------------------------- Marburg 6421 0 - ---------------------------------------------------------------------------------------------- Limburg an der Lahn 6431 0 - ---------------------------------------------------------------------------------------------- Wetzlar 6441 0 - ---------------------------------------------------------------------------------------------- Wittlich 6571 0 - ---------------------------------------------------------------------------------------------- Bad Hersfeld 6621 0 - ---------------------------------------------------------------------------------------------- Lauterbach Hessen 6641 0 - ---------------------------------------------------------------------------------------------- Bingen am Rhein 6721 0 - ---------------------------------------------------------------------------------------------- St Wendel 6851 0 - ---------------------------------------------------------------------------------------------- Kirchheim unter Teck 7021 0 - ---------------------------------------------------------------------------------------------- Muhlacker 7041 0 - ---------------------------------------------------------------------------------------------- Calw 7051 0 - ---------------------------------------------------------------------------------------------- Schorndorf Wurttbg. 7181 0 - ---------------------------------------------------------------------------------------------- Backnang 7191 0 - ---------------------------------------------------------------------------------------------- Bruchsal 7251 0 - ---------------------------------------------------------------------------------------------- Sinsheim 7261 0 - ---------------------------------------------------------------------------------------------- Worth am Rhein 7271 0 - ---------------------------------------------------------------------------------------------- Heidenheim a. d. Brenz 7321 0 - ---------------------------------------------------------------------------------------------- Biberach an der Riss 7351 0 - ---------------------------------------------------------------------------------------------- Horb am Neckar 7451 0 - ---------------------------------------------------------------------------------------------- Konstanz 7531 0 - ---------------------------------------------------------------------------------------------- Friedrichshafen 7541 0 - ---------------------------------------------------------------------------------------------- Sigmaringen 7571 0 - ---------------------------------------------------------------------------------------------- Lorrach 7621 0 - ---------------------------------------------------------------------------------------------- Muhlheim Baden 7631 0 - ---------------------------------------------------------------------------------------------- Villingen i. Schwarzw 7721 0 - ---------------------------------------------------------------------------------------------- Lahr Schwarzwald 7821 0 - ---------------------------------------------------------------------------------------------- Ohringen 7941 0 - ---------------------------------------------------------------------------------------------- Waakirchen 8021 0 - ---------------------------------------------------------------------------------------------- Rosenheim 8031 0 - ---------------------------------------------------------------------------------------------- Kirchseeon 8091 0 - ---------------------------------------------------------------------------------------------- Markt Schwaben 8121 0 - ---------------------------------------------------------------------------------------------- Stamberg 8151 0 - ---------------------------------------------------------------------------------------------- Landsberg am Lech 8191 0 - ---------------------------------------------------------------------------------------------- Buchloe 8241 0 - ---------------------------------------------------------------------------------------------- Aichach 8251 0 - ---------------------------------------------------------------------------------------------- Memmingen 8331 0 - ---------------------------------------------------------------------------------------------- Lindenberg Allgau 8381 0 - ---------------------------------------------------------------------------------------------- Eichstadt Bayern 8421 0 - ---------------------------------------------------------------------------------------------- Beilngries 8461 0 - ----------------------------------------------------------------------------------------------
5(6) Interconnection Contract with FirstMark - -------------------------------------------------------------------------------- 4.3 SPECIFIC DATA OF THE TRAFFIC STRUCTURES FROM AND TO THE STANDARD CATCHMENT AREAS - --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------- OdZ Area ICP ICP Telekom Telekom Sum code of outgoing incoming outgoing incoming (erlangs) OdZ (erlangs) (erlangs) (erlangs) (erlangs) - ---------------------------------------------------------------------------------------------- Pfarrkirchen Niederbayr 8561 0 - ---------------------------------------------------------------------------------------------- Muhldorf am Inn 8631 0 - ---------------------------------------------------------------------------------------------- Roth Mittelfranken 9171 0 - ---------------------------------------------------------------------------------------------- Neumarkt i. d. Oberpfalz 9181 0 - ---------------------------------------------------------------------------------------------- Forchheim Oberfranken 9191 0 - ---------------------------------------------------------------------------------------------- Kulmbach 9221 0 - ---------------------------------------------------------------------------------------------- Hof Saale 9281 0 - ---------------------------------------------------------------------------------------------- Kizingen 9321 0 - ---------------------------------------------------------------------------------------------- Tauberbischofsheim 9341 0 - ---------------------------------------------------------------------------------------------- Marktheidenfeld 9391 0 - ---------------------------------------------------------------------------------------------- Straubing 9421 0 - ---------------------------------------------------------------------------------------------- Amberg Oberpfalz 9621 0 - ----------------------------------------------------------------------------------------------
6(6) Intrconnection Contract with FirstMark Sample forms Appendix B part 2 Order/provision of ICAs (interconnection junctions) and interconnection services 1 (1) - -------------------------------------------------------------------------------- Table of contents "forms of ICAs and interconnection services" - -------------------------------------------------------------------------------- Serial Designation of tables Version number - -------------------------------------------------------------------------------- 1 ICAs - -------------------------------------------------------------------------------- 1.1 ICAs order 14 December 1999 - -------------------------------------------------------------------------------- 1.2 ICAs commissioning record 19 August 1999 - -------------------------------------------------------------------------------- 1.3 Traffic data of network interworking (NU) 14 December 1999 - -------------------------------------------------------------------------------- 2 Collocation 14 December 1999 - -------------------------------------------------------------------------------- 3 Cover sheet for interconnection 19 August 1999 - -------------------------------------------------------------------------------- 3.1a ZZN7 routing 14 December 1999 - -------------------------------------------------------------------------------- 3.1b ZZN7-ZZK 14 December 1999 - -------------------------------------------------------------------------------- 3.2 Service portfolio (Dp) Encl. 2a 14 December 1999 - -------------------------------------------------------------------------------- 3.3 Service portfolio (Dp) Encl. 2b 14 December 1999 - -------------------------------------------------------------------------------- 3.4 Catchment areas (EZB) Encl. 3a 14 December 1999 - -------------------------------------------------------------------------------- 3.5 Catchment areas (EZB) Encl. 3b 14 December 1999 - -------------------------------------------------------------------------------- 3.6 Emergency call Encl. 4 14 December 1999 - -------------------------------------------------------------------------------- 1 (1) Sheet annexed to order of ICAs "physical co-location" - -------------------------------------------------------------------------------- Name of customer NU name Type of network Date Desired provider target date - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The order of the first ICAs "physical co-location" comprises at least one 2 Mbit/s connection and a collocation room. - -------------------------------------------------------------------------------- Required information for the order of the collocation room - -------------------------------------------------------------------------------- 1. Location of collocation: - -------------------------------------------------------------------------------- 2. Desired date of provision of the first ICAs: - -------------------------------------------------------------------------------- 3. Installed equipment ICP: Number / type / manufacturer: ------------------------------- ------------------------------- - -------------------------------------------------------------------------------- 4. Number / type / size of racks: Type of installation (wall/center): ------------------------------- - -------------------------------------------------------------------------------- 5. Power consumption at first installation: ------------------------------- - -------------------------------------------------------------------------------- 6. Power dissipation at first installation: ------------------------------- - -------------------------------------------------------------------------------- 7. Technical description of outdoor cable: - -------------------------------------------------------------------------------- 8. Special system or protection earth (ground) desired (according to expenditure): ------------------------------- - -------------------------------------------------------------------------------- 9. Other requests going beyond the standard offer (calculation according to expenditure): - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Local contact person: Phone no. - -------------------------------------------------------------------------------- - --------------------------- ------------------------------- Place, date Signature/stamp of company Please send the completed order documents to the CS sales department competent for you. 1 (1) 3. Cover sheet for interconnection (form) - -------------------------------------------------------------------------------- |_| |_| |_| |_| First interconnection Change of Cancellation Annulment of interconnection Reference to order no. interconnection - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Date Order no. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICP: - -------------------------------------------------------------------------------- Address/company's registered office: - -------------------------------------------------------------------------------- Contact person ICP Interconnection telephone/fax call number: - -------------------------------------------------------------------------------- Contact person in CS sales department: - -------------------------------------------------------------------------------- Type of network provider: - -------------------------------------------------------------------------------- Porting identification: - -------------------------------------------------------------------------------- VNB identification: - -------------------------------------------------------------------------------- ZZN7 routing: Encl. 1a |_| - -------------------------------------------------------------------------------- ZZN7-ZZK: Encl. 1b |_| Sketch |_| - -------------------------------------------------------------------------------- Service portfolio: Encl. 2a/b |_| - -------------------------------------------------------------------------------- Catchment areas: Encl. 3a/b |_| Traffic data |_| - -------------------------------------------------------------------------------- Emergency call handling: Encl. 4 |_| - -------------------------------------------------------------------------------- Combination with ICAs order yes |_| ICAs order no. from - to --------------------------------------- no |_| No combination with ICAs order Desired target date for interconnection -.-.- - -------------------------------------------------------------------------------- Remark - -------------------------------------------------------------------------------- --------------------------------------- ICP - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Telephone/fax number: - -------------------------------------------------------------------------------- Signature, date - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Telephone/fax number: - -------------------------------------------------------------------------------- Signature, date - -------------------------------------------------------------------------------- 1 (1) 3.1a Encl. 1a) Overall list of all ZOS No. 7 routing relations (ICP-- Telekom) - -------------------------------------------------------------------------------- Name of ICP ICP - -------------------------------------------------------------------------------- Date of order ICP - -------------------------------------------------------------------------------- Name of ICP contact person for planning ICP - -------------------------------------------------------------------------------- Phone no. of ICP contact person for planning ICP - -------------------------------------------------------------------------------- Name of Telekom contact person for planning Telekom - -------------------------------------------------------------------------------- Phone no. of Telekom contact person for planning Telekom - -------------------------------------------------------------------------------- Remark: The interconnection of STP is also a ZSG No. 7 routing relation.
- --------------------------------------------------------------------------------------------------------------------- Serial Placing of Terminal at Terminal at Type of Allocation, Allocation, if Allocation, no. in order with ICP (nat1 SPC) Telekom (nat1 signalling if required, required, of a if required, this list order no. SPC) (a; a/q; q) of a STP A of STP B of a STP of a STP A of (ICAs) a STP pair of pair of the a STP pair of the ICP (nat1 ICP (nat1 SPC) Telekom SPC) (nat1 SPC) - --------------------------------------------------------------------------------------------------------------------- ICP ICP ICP Telekom ICP ICP ICP Telekom - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- - ---------------------------------------- Serial Allocation, if Remark: no. in required, of a ,,new", this list STP B of a STP ,,changed", pair of ,,not Telekom (nat1 applicable" SPC) - ---------------------------------------- ICP Telekom ICP/ Telekom - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ---------------------------------------- - ----------------------------------------
------------------------------------------------ Additional remarks (ICP) ------------------------------------------------ Additional remarks (Telekom) ------------------------------------------------ - -------------------------------------------------------------------------------- Signatures - -------------------------------------------------------------------------------- ICP Telekom - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Date - -------------------------------------------------------------------------------- Signature - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICP Telekom - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Date - -------------------------------------------------------------------------------- Signature - -------------------------------------------------------------------------------- 1 (1) 3.1B / ENCL. 1B) OVERALL LIST OF THE ROUTING OF SIGNALLING CHANNELS OF LINKSETS; INDICATIONS TO ALL ZZK (CENTRAL SIGNALLING CHANNELS) (ICP--TELEKOM) - -------------------------------------------------------------------------------- Name of ICP ICP - -------------------------------------------------------------------------------- Date of order ICP - -------------------------------------------------------------------------------- Name of ICP contact person for planning ICP - -------------------------------------------------------------------------------- Phone no. of ICP contact person for planning ICP - -------------------------------------------------------------------------------- Name of Telekom contact person for planning Telekom - -------------------------------------------------------------------------------- Phone no. of Telekom contact person for planning Telekom - -------------------------------------------------------------------------------- Remark concerning the type of sorting: For reasons of clearness, the ZZK's of a linkset (LS) are to be listed in a consecutive manner (1.ZZK=link0, 2.ZZK=link1, 3.ZZK=link2, 4.ZZK=link3, ...)
- --------------------------------------------------------------------------------------------------------------------------------- Serial Placing of Terminal of Interchange DSV2 no. of Time slot of Interchange Terminal of Link no. of no. in order with ZZKat ICP point, if ICAs ZZK in ICAs point, if the ZZK at ZZK in LS this list order no. (nat1 SPC) required, of required, of Telekom (nat1 (ICAs) the ZZK at ICP the ZZK at SPC) (nat1 SPC) Telekom (nat1 SPC) - --------------------------------------------------------------------------------------------------------------------------------- ICP ICP ICP ICP Telekom ICP Telekom Telekom ICP/ Telekom - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - ---------------------- Serial Remark: no. in ,,new", this list ,,changed", ,,not applicable" - ---------------------- ICP ICP/ Telekom - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ----------------------
------------------------------------------------ Additional remarks (ICP) ------------------------------------------------ Additional remarks (Telekom) ------------------------------------------------ - -------------------------------------------------------------------------------- Signatures - -------------------------------------------------------------------------------- ICP Telekom - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Date - -------------------------------------------------------------------------------- Signature - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICP Telekom - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Date - -------------------------------------------------------------------------------- Signature - -------------------------------------------------------------------------------- 1 (1) 3.2 ENCL. 2A - SERVICE PORTFOLIO OF TELEKOM IC-P:
SERVICE PORTFOLIO OF TELEKOM DATE: ORDER NO.: - ------------------------------------------------------------------------------------------------------------------------------------ Line identification Service Service Brief description of service portfolio Direction Status Action no. / call number portfolio portfolio of - ------------------------------------------------------------------------------------------------------------------------------------ Area codes Telekom B.1 Telephone connections to national TN ICP -> Telekom of Telekom - ------------------------------------------------------------------------------------------------------------------------------------ Area codes Telekom B.2 Telephone connections from national Telekom -> ICP of Telekom to ICP as VNB - ------------------------------------------------------------------------------------------------------------------------------------ Country codes Telekom O.1 Telephone connections to ICP -> Telekom inter-national TN of Telekom - ------------------------------------------------------------------------------------------------------------------------------------ Area codes Telekom O.2 Connections via the Telekom TN to ICP -> Telekom other national fixed networks - ------------------------------------------------------------------------------------------------------------------------------------ 0161 Telekom O.3 Transit to mobile radio telephone ICP -> Telekom 0171, 0170, 0175 networks 0172, 0173, 0174 C network 0177, 0178 D1 network 0176, 0179 D2 network E-Plus E2 - ------------------------------------------------------------------------------------------------------------------------------------ 00871-00874 Telekom O.4 Connections to Inmarsat junctions ICP -> Telekom - ------------------------------------------------------------------------------------------------------------------------------------ 0130 Telekom O.5 Connections from the national Telekom Telekom -> ICP 0800 TN to freephone service of ICP - ------------------------------------------------------------------------------------------------------------------------------------ 00800 Telekom O.13 International freephone service Telekom -> ICP - ------------------------------------------------------------------------------------------------------------------------------------ 0180 Telekom O.6 Connections to shared cost service ICP -> Telekom 0180 of Telekom - ------------------------------------------------------------------------------------------------------------------------------------ 0137 Telekom O.7 Connections of T vote call of Telekom ICP -> Telekom 0138 - ------------------------------------------------------------------------------------------------------------------------------------ 01910 Telekom O.8 Connections to online services ICP -> Telekom - ------------------------------------------------------------------------------------------------------------------------------------ 01171, Telekom O.9 Connections to complaints boards of ICP -> Telekom 01172, Telekom 01174 - ------------------------------------------------------------------------------------------------------------------------------------ 008816, 008817 Telekom O.10 Connections to Iridium junctions, ICP -> Telekom 0088213 connections to EMSAT junctions - ------------------------------------------------------------------------------------------------------------------------------------ 0700 Telekom O.11 Connections to service 0700 of ICP -> Telekom Telekom and other network providers - ------------------------------------------------------------------------------------------------------------------------------------ Emergency call coding Telekom Z.1 Connections to emergency call inquiry ICP -> Telekom stations - ------------------------------------------------------------------------------------------------------------------------------------ 0115 Telekom Z.2 Connections to recorded announcement ICP -> Telekom 0116 services of Telekom - ------------------------------------------------------------------------------------------------------------------------------------ 11833 Telekom Z.3 Connections to information service of ICP -> Telekom 11834 Telekom - ------------------------------------------------------------------------------------------------------------------------------------ 01901-01909 Telekom Z.4 Connections to service 190 of Telekom ICP -> Telekom - ------------------------------------------------------------------------------------------------------------------------------------ 0164, Telekom Z.5 Connections to radio call services ICP -> Telekom 0165 0168 0169 - ------------------------------------------------------------------------------------------------------------------------------------ 02000 Telekom Z.6 Connections to Telekom call center of ICP -> Telekom Expo 2000 - ------------------------------------------------------------------------------------------------------------------------------------ 01888 Telekom Z.8 Connections to information linkage ICP -> Telekom Berlin-Bonn of Telekom - ------------------------------------------------------------------------------------------------------------------------------------ 01113 Telekom Telekom direct service ICP -> Telekom 01114 Acceptance of orders - ------------------------------------------------------------------------------------------------------------------------------------ 01191 Telekom Announcement of time ICP -> Telekom - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
PLEASE MARK ONLY APPLICABLE INTERCONNECTION SERVICES AGREED UPON BY CONTRACT. (TN = TELEPHONE NETWORK) ------------------------------------------------------ ICP TELEKOM - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Phone no. - -------------------------------------------------------------------------------- Signature, date - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Phone no. - -------------------------------------------------------------------------------- Signature, date - -------------------------------------------------------------------------------- 1 (1) 3.3 ENCL. 2B - SERVICE PORTFOLIO OF IC-P IC-P:
SERVICE PORTFOLIO OF IC-P DATE: ORDER NO. - ------------------------------------------------------------------------------------------------------------------------------------ Service Service Brief description of service Direction Status Action Line identification portfolio portfolio portfolio no. / call number of - ------------------------------------------------------------------------------------------------------------------------------------ Area codes ICP B.1 Telephone connections to the Telekom -> ICP national TN of ICP - ------------------------------------------------------------------------------------------------------------------------------------ Area codes ICP B.2 Telephone connections from the ICP -> Telekom national TN of ICP - ------------------------------------------------------------------------------------------------------------------------------------ Country codes ICP O.1 Telephone connections to the Telekom -> ICP international TN of ICP - ------------------------------------------------------------------------------------------------------------------------------------ Area codes ICP O.2 Connections via the TN ICP to Telekom -> ICP other fixed networks - ------------------------------------------------------------------------------------------------------------------------------------ ICP O.3 Transit to mobile radio Telekom -> ICP 0161 telephone networks 0171, 0170, 0175 C network 0172, 0173, 0174 D1 network 0177, 0178 D2 network 0176, 0179 E-Plus - ------------------------------------------------------------------------------------------------------------------------------------ E2 ICP O.4 Connections to Inmarsat Telekom -> ICP junctions - ------------------------------------------------------------------------------------------------------------------------------------ 0130 ICP O.5 Connections from the national ICP -> Telekom 0800 ICP TN to freephone service of Telekom - ------------------------------------------------------------------------------------------------------------------------------------ 0180 ICP O.6 Connections to shared cost Telekom -> ICP service 0180 of ICP - ------------------------------------------------------------------------------------------------------------------------------------ ICP O.7 Connections to telemedia Telekom -> ICP services - ------------------------------------------------------------------------------------------------------------------------------------ ICP O.8 Connections to online services Telekom -> ICP - ------------------------------------------------------------------------------------------------------------------------------------ ICP O.9 Connections to complaints boards Telekom -> ICP - ------------------------------------------------------------------------------------------------------------------------------------ 0190x, 01914, 019161 ICP O.12 Connections from the national ICP -> Telekom TN of ICP to online services at Telekom network - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ ICP Z.1 Connections to emergency call Telekom -> ICP inquiry stations - ------------------------------------------------------------------------------------------------------------------------------------ ICP Z.2 Connections to recorded Telekom -> ICP announcement services - ------------------------------------------------------------------------------------------------------------------------------------ ICP Z.3 Connections to information Telekom -> ICP service - ------------------------------------------------------------------------------------------------------------------------------------ ICP Z.4 Connections to service 190 Telekom -> ICP - ------------------------------------------------------------------------------------------------------------------------------------ ICP Z.5 Connections to radio call Telekom -> ICP services - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
PLEASE MARK ONLY APPLICABLE INTERCONNECTION SERVICES AGREED UPON BY CONTRACT. (TN = TELEPHONE NETWORK) ------------------------------------------------------ ICP TELEKOM - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Phone no. - -------------------------------------------------------------------------------- Signature, date - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Phone no. - -------------------------------------------------------------------------------- Signature, date - -------------------------------------------------------------------------------- 1 (1) Interconnection Contract with FirstMark 3.4 Catchment areas (EZB) Encl. 3a
3.4 / ENCL. 3A CATCHMENT AREAS DATE: ORDER NO. FOR BASIC SERVICES B1 AND B2 ---------------------------------------------- NETWORK INTERWORKING (NU) ---------------------------------------------- Name NU Name NU - ---------------------------------------------------------------------------- Streams of traffic Streams of traffic NUMBERING STRUCTURE B AND C D AND A (Telekom -> ICP) (Telekom -> ICP) structure Telekom structure Telekom - --------------------------------------------------------------------------------------------------------------------------- 2 - --------------------------------------------------------------------------------------------------------------------------- 20 - --------------------------------------------------------------------------------------------------------------------------- 201 - --------------------------------------------------------------------------------------------------------------------------- 202 - --------------------------------------------------------------------------------------------------------------------------- 203 - --------------------------------------------------------------------------------------------------------------------------- 204 - --------------------------------------------------------------------------------------------------------------------------- 205 2051 - --------------------------------------------------------------------------------------------------------------------------- 2052 - --------------------------------------------------------------------------------------------------------------------------- 2053 - --------------------------------------------------------------------------------------------------------------------------- 2054 - --------------------------------------------------------------------------------------------------------------------------- 2056 - --------------------------------------------------------------------------------------------------------------------------- 2058 - --------------------------------------------------------------------------------------------------------------------------- 206 - --------------------------------------------------------------------------------------------------------------------------- 208 - --------------------------------------------------------------------------------------------------------------------------- 209 - --------------------------------------------------------------------------------------------------------------------------- 21 - --------------------------------------------------------------------------------------------------------------------------- 210 - --------------------------------------------------------------------------------------------------------------------------- 211 - --------------------------------------------------------------------------------------------------------------------------- 212 - --------------------------------------------------------------------------------------------------------------------------- 213 - --------------------------------------------------------------------------------------------------------------------------- 214 - --------------------------------------------------------------------------------------------------------------------------- 215 - --------------------------------------------------------------------------------------------------------------------------- 216 - --------------------------------------------------------------------------------------------------------------------------- 217 - --------------------------------------------------------------------------------------------------------------------------- 218 - --------------------------------------------------------------------------------------------------------------------------- 219 - --------------------------------------------------------------------------------------------------------------------------- 22 - --------------------------------------------------------------------------------------------------------------------------- 220 - --------------------------------------------------------------------------------------------------------------------------- 221 - --------------------------------------------------------------------------------------------------------------------------- 222 - --------------------------------------------------------------------------------------------------------------------------- 2222 - --------------------------------------------------------------------------------------------------------------------------- 2223 - --------------------------------------------------------------------------------------------------------------------------- 2224 - --------------------------------------------------------------------------------------------------------------------------- 2225 - --------------------------------------------------------------------------------------------------------------------------- 2226 - --------------------------------------------------------------------------------------------------------------------------- 2227 - --------------------------------------------------------------------------------------------------------------------------- 2228 - --------------------------------------------------------------------------------------------------------------------------- 223 - --------------------------------------------------------------------------------------------------------------------------- 224 - --------------------------------------------------------------------------------------------------------------------------- 225 - --------------------------------------------------------------------------------------------------------------------------- 226 - --------------------------------------------------------------------------------------------------------------------------- 227 - --------------------------------------------------------------------------------------------------------------------------- 228 - --------------------------------------------------------------------------------------------------------------------------- 229 - --------------------------------------------------------------------------------------------------------------------------- 23 - --------------------------------------------------------------------------------------------------------------------------- 230 - --------------------------------------------------------------------------------------------------------------------------- 2301 - --------------------------------------------------------------------------------------------------------------------------- 2302 - ---------------------------------------------------------------------------------------------------------------------------
1 (19) Interconnection Contract with FirstMark 3.4 Catchment areas (EZB) Encl. 3a - --------------------------------------------------------------------------------------------------------------------------- 2303 - --------------------------------------------------------------------------------------------------------------------------- 2304 - --------------------------------------------------------------------------------------------------------------------------- 2305 - --------------------------------------------------------------------------------------------------------------------------- 2306 - --------------------------------------------------------------------------------------------------------------------------- 2307 - --------------------------------------------------------------------------------------------------------------------------- 2308 - --------------------------------------------------------------------------------------------------------------------------- 2309 - --------------------------------------------------------------------------------------------------------------------------- 231 - --------------------------------------------------------------------------------------------------------------------------- 232 - --------------------------------------------------------------------------------------------------------------------------- 233 - --------------------------------------------------------------------------------------------------------------------------- 234 - --------------------------------------------------------------------------------------------------------------------------- 235 - --------------------------------------------------------------------------------------------------------------------------- 236 - --------------------------------------------------------------------------------------------------------------------------- 237 - --------------------------------------------------------------------------------------------------------------------------- 238 - --------------------------------------------------------------------------------------------------------------------------- 239 - --------------------------------------------------------------------------------------------------------------------------- 24 - --------------------------------------------------------------------------------------------------------------------------- 240 - --------------------------------------------------------------------------------------------------------------------------- 241 - --------------------------------------------------------------------------------------------------------------------------- 242 - --------------------------------------------------------------------------------------------------------------------------- 243 - --------------------------------------------------------------------------------------------------------------------------- 244 - --------------------------------------------------------------------------------------------------------------------------- 245 - 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- -------------------------------------------------------------------------------- ICP - -------------------------------------------------------------------------------- Name: - -------------------------------------------------------------------------------- Phone no. / fax no. - -------------------------------------------------------------------------------- Phone no. / fax no. - -------------------------------------------------------------------------------- 19 (19) Interconnection Contract with FirstMark 3.4 Catchment areas (EZB) Encl. 3b
---------------------------------------------------------------------------------------------------------- IC-P: DATE ORDER NO. 3.5 ENCL. 3B CATCHMENT AREAS ---------------------------------------------------------------------------------------------------------- FOR INTERCONNECTION RESULT OF THE BILATERAL TALK HELD ON: SERVICES O.X AND Z.X ---------------------------------------------------------------------------------------------------------- TRAFFIC DIRECTION TELEKOM -> ICP TRAFFIC DIRECTION ICP -> TELEKOM - ------------------------------------------------------------------------------------------------------------------------------------ OdZ (location of Interconnection services Catchment areas Interconnection services Catchment areas interconnection) - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------- ICP Telekom ------------------------------------------------------------------------------------------------------- Name Name ------------------------------------------------------------------------------------------------------- Phone no. Phone no. ------------------------------------------------------------------------------------------------------- Date Signature Date Signature ------------------------------------------------------------------------------------------------------- Name Name ------------------------------------------------------------------------------------------------------- Phone no. Phone no. ------------------------------------------------------------------------------------------------------- Date Signature Date Signature -------------------------------------------------------------------------------------------------------
1(1) Interconnection Contract with FirstMark 3.6 Emergency call Encl. 4
- ------------------------------------------------------------------------------------------------------------------------------------ U ONKZ U ON NAME U ASB N TYPE Z ONKZ Coding old Coding new Change Inquiry station Remark IC partner - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------ The IC partner fully uses the emergency call carrier system of Deutsche Telekom AG (German Telekom) ------------------------------------------------------------------------ The IC partner uses the emergency call carrier system of Deutsche Telekom AG (German Telekom) partially only (*) (*) see entry "Autonomy" in the column "Remark_IC partner"! ------------------------------------------------------------------------ The IC partner does not use the emergency call carrier system of the Deutsche Telekom AG, handling emergency calls autonomously. ------------------------------------------------------------------------ ---------------------------------------------------- ICP Telekom ------------------------------------------------------------------------ Name ------------------------------------------------------------------------ Phone no. ------------------------------------------------------------------------ Signature ------------------------------------------------------------------------ Date ------------------------------------------------------------------------ Name ------------------------------------------------------------------------ Phone no. ------------------------------------------------------------------------ Signature ------------------------------------------------------------------------ Date ------------------------------------------------------------------------ 1(1) Interconnection Contract with FirstMark 1.1 ICAs Order IC-P: NU: DATE OF ORDER: ----------------------------------------------------- VNB Identification ICP ----------------------------------------------------- Porting ICP identification -----------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------- TRAFFIC RELATION - ------------------------------------------------------------------------------------------------------------------------------- Vbz System of Name of GW GW nat 1 SPC Interference Test Contact Telephone Fax System of Name of GW designator of GW suppression numbers person VE:N VE:N service - ------------------------------------------------------------------------------------------------------------------------------- ICP/ ICP ICP ICP ICP ICP ICP ICP ICP ICP Telekom Telekom Telekom - ------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------- Vbz VstKno. of nat 1 SPC Test Contact Telephone Fax VE:N of VE:N numbers person - ---------------------------------------------------------------------------------- ICP/ Telekom Telekom Telekom Telekom Telekom Telekom Telekom - ---------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------- ICAS - ---------------------------------------------------------------------------------------------------------------------------------- TARGET DATES - ---------------------------------------------------------------------------------------------------------------------------------- Serial no. Type of Order no. N*2 Vbz Serial no. No. Desired Planned Confirmed order icas package dsv2 of vbz up date date of date of no. Icas provision provision - ---------------------------------------------------------------------------------------------------------------------------------- ICP ICP ICP ICP/TELEKOM ICP ICP/TELEKOM ICP TELEKOM ICP - ---------------------------------------------------------------------------------------------------------------------------------- 1 - ---------------------------------------------------------------------------------------------------------------------------------- 2 - ---------------------------------------------------------------------------------------------------------------------------------- 3 - ---------------------------------------------------------------------------------------------------------------------------------- 4 - ---------------------------------------------------------------------------------------------------------------------------------- 5 - ---------------------------------------------------------------------------------------------------------------------------------- 6 - ---------------------------------------------------------------------------------------------------------------------------------- 7 - ---------------------------------------------------------------------------------------------------------------------------------- 8 - ---------------------------------------------------------------------------------------------------------------------------------- 9 - ---------------------------------------------------------------------------------------------------------------------------------- 10 - ---------------------------------------------------------------------------------------------------------------------------------- 11 - ---------------------------------------------------------------------------------------------------------------------------------- 12 - ---------------------------------------------------------------------------------------------------------------------------------- 13 - ---------------------------------------------------------------------------------------------------------------------------------- 14 - ---------------------------------------------------------------------------------------------------------------------------------- 15 - ---------------------------------------------------------------------------------------------------------------------------------- 16 - ---------------------------------------------------------------------------------------------------------------------------------- 17 - ---------------------------------------------------------------------------------------------------------------------------------- 18 - ---------------------------------------------------------------------------------------------------------------------------------- 19 - ---------------------------------------------------------------------------------------------------------------------------------- 20 - ---------------------------------------------------------------------------------------------------------------------------------- 21 - ---------------------------------------------------------------------------------------------------------------------------------- 22 - ---------------------------------------------------------------------------------------------------------------------------------- 23 - ---------------------------------------------------------------------------------------------------------------------------------- 24 - ---------------------------------------------------------------------------------------------------------------------------------- 25 - ---------------------------------------------------------------------------------------------------------------------------------- 26 - ---------------------------------------------------------------------------------------------------------------------------------- 27 - ---------------------------------------------------------------------------------------------------------------------------------- 28 - ---------------------------------------------------------------------------------------------------------------------------------- 29 - ---------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------ ICAS - ------------------------------------------------------------------------------------------ IMPLEMENTATION - ------------------------------------------------------------------------------------------ Serial no. Ew or zw Double Double Type of Line Pecularities support support icas identification icas desired possible 91a/.. - ------------------------------------------------------------------------------------------ ICP ICP TELEKOM ICP TELEKOM ICP/TELEKOM - ------------------------------------------------------------------------------------------ 1 - ------------------------------------------------------------------------------------------ 2 - ------------------------------------------------------------------------------------------ 3 - ------------------------------------------------------------------------------------------ 4 - ------------------------------------------------------------------------------------------ 5 - ------------------------------------------------------------------------------------------ 6 - ------------------------------------------------------------------------------------------ 7 - ------------------------------------------------------------------------------------------ 8 - ------------------------------------------------------------------------------------------ 9 - ------------------------------------------------------------------------------------------ 10 - ------------------------------------------------------------------------------------------ 11 - ------------------------------------------------------------------------------------------ 12 - ------------------------------------------------------------------------------------------ 13 - ------------------------------------------------------------------------------------------ 14 - ------------------------------------------------------------------------------------------ 15 - ------------------------------------------------------------------------------------------ 16 - ------------------------------------------------------------------------------------------ 17 - ------------------------------------------------------------------------------------------ 18 - ------------------------------------------------------------------------------------------ 19 - ------------------------------------------------------------------------------------------ 20 - ------------------------------------------------------------------------------------------ 21 - ------------------------------------------------------------------------------------------ 22 - ------------------------------------------------------------------------------------------ 23 - ------------------------------------------------------------------------------------------ 24 - ------------------------------------------------------------------------------------------ 25 - ------------------------------------------------------------------------------------------ 26 - ------------------------------------------------------------------------------------------ 27 - ------------------------------------------------------------------------------------------ 28 - ------------------------------------------------------------------------------------------ 29 - ------------------------------------------------------------------------------------------
1(4) Interconnection Contract with FirstMark 1.1 ICAs Order IC-P: NU: DATE OF ORDER:
----------------------------------------------------------------------------------------- INTERCHANGE POINTS ----------------------------------------------------------------------------------------- NO. TYPE POST CODE LOCATION STREET ROOM NUMBER UP ICAC ----------------------------------------------------------------------------------------- ICP/TELEKOM ICP/TELEKOM ICP/TELEKOM ICP/TELEKOM ICP/TELEKOM ICP/TELEKOM ----------------------------------------------------------------------------------------- 1 ----------------------------------------------------------------------------------------- 2 -----------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ ICAS - ------------------------------------------------------------------------------------------------------------------------------------ SEE ORIGINAL - ------------------------------------------------------------------------------------------------------------------------------------ REMARKS - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
2(4) Interconnection Contract with FirstMark 1.1 ICAs Order IC-P: NU: DATE OF ORDER:
- ---------------------------------------------------------------------------------------------------------------------------------- ICAS - ---------------------------------------------------------------------------------------------------------------------------------- TARGET DATES - ---------------------------------------------------------------------------------------------------------------------------------- SERIAL NO. TYPE OF ORDER NO. N*2 VBZ SERIAL NO. NO. DESIRED PLANNED CONFIRMED ORDER ICAS PACKAGE DSV2 OF VBZ UP DATE DATE OF DATE OF NO. ICAS PROVISION PROVISION - ---------------------------------------------------------------------------------------------------------------------------------- ICP ICP ICP ICP/TELEKOM ICP ICP/TELEKOM ICP TELEKOM ICP - ---------------------------------------------------------------------------------------------------------------------------------- 30 - ---------------------------------------------------------------------------------------------------------------------------------- 31 - ---------------------------------------------------------------------------------------------------------------------------------- 32 - ---------------------------------------------------------------------------------------------------------------------------------- 33 - ---------------------------------------------------------------------------------------------------------------------------------- 34 - ---------------------------------------------------------------------------------------------------------------------------------- 35 - ---------------------------------------------------------------------------------------------------------------------------------- 36 - ---------------------------------------------------------------------------------------------------------------------------------- 37 - ---------------------------------------------------------------------------------------------------------------------------------- 38 - ---------------------------------------------------------------------------------------------------------------------------------- 39 - ---------------------------------------------------------------------------------------------------------------------------------- 40 - ---------------------------------------------------------------------------------------------------------------------------------- 41 - ---------------------------------------------------------------------------------------------------------------------------------- .. - ---------------------------------------------------------------------------------------------------------------------------------- .. - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------ ICAS - ------------------------------------------------------------------------------------------ IMPLEMENTATION - ------------------------------------------------------------------------------------------ SERIAL NO. EW OR ZW DOUBLE DOUBLE TYPE OF LINE PECULARITIES SUPPORT SUPPORT ICAS IDENTIFICATION ICAS DESIRED POSSIBLE 91A/.. - ------------------------------------------------------------------------------------------ ICP ICP TELEKOM ICP TELEKOM ICP/TELEKOM - ------------------------------------------------------------------------------------------ 30 - ------------------------------------------------------------------------------------------ 31 - ------------------------------------------------------------------------------------------ 32 - ------------------------------------------------------------------------------------------ 33 - ------------------------------------------------------------------------------------------ 34 - ------------------------------------------------------------------------------------------ 35 - ------------------------------------------------------------------------------------------ 36 - ------------------------------------------------------------------------------------------ 37 - ------------------------------------------------------------------------------------------ 38 - ------------------------------------------------------------------------------------------ 39 - ------------------------------------------------------------------------------------------ 40 - ------------------------------------------------------------------------------------------ 41 - ------------------------------------------------------------------------------------------ .. - ------------------------------------------------------------------------------------------ .. - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------
3(4) Interconnection Contract with FirstMark 1.1 ICAs Order IC-P: NU: DATE OF ORDER:
----------------------------------------------------------------------------------------- INTERCHANGE POINTS ----------------------------------------------------------------------------------------- NO. TYPE POST CODE LOCATION STREET ROOM NUMBER UP ICAC ----------------------------------------------------------------------------------------- ICP/TELEKOM ICP/TELEKOM ICP/TELEKOM ICP/TELEKOM ICP/TELEKOM ICP/TELEKOM ----------------------------------------------------------------------------------------- 1 ----------------------------------------------------------------------------------------- 2 -----------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ ICAS - ------------------------------------------------------------------------------------------------------------------------------------ SEE ORIGINAL - ------------------------------------------------------------------------------------------------------------------------------------ REMARKS - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ Signatures - ------------------------------------------------------------------------------------------------------------------------------------ ICP Telekom - ------------------------------------------------------------------------------------------------------------------------------------ Name - ------------------------------------------------------------------------------------------------------------------------------------ Date - ------------------------------------------------------------------------------------------------------------------------------------ Signature - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ ICP Telekom - ------------------------------------------------------------------------------------------------------------------------------------ Name - ------------------------------------------------------------------------------------------------------------------------------------ Date - ------------------------------------------------------------------------------------------------------------------------------------ Signature - ------------------------------------------------------------------------------------------------------------------------------------
4(4) Interconnection Contract with FirstMark 1.2 Commissioning record IC-P: NU:
- --------------------------------------------------------------------------------------------------------------------------------- TRAFFIC RELATION (AUTOMATIC TAKING-OVER OF DATA FROM FORM 2.1) - --------------------------------------------------------------------------------------------------------------------------------- Vbz System of Name of GW GW nat 1 SPC Interference Test Contact Telephone Fax GW designator of GW suppression numbers person service - --------------------------------------------------------------------------------------------------------------------------------- System System System System System System System System System System - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------- Vbz System of Name of VstKno. of nat 1 SPC Test Contact Telephone Fax VE:N VE:N VE:N of VE:N numbers person - -------------------------------------------------------------------------------------------------------------- System Telekom Telekom Telekom Telekom Telekom Telekom Telekom Telekom - -------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- LOGGING OF COMMISSIONING - --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------- SERIAL NO. TYPE OF ORDER NO. VBZ SERIAL NO. CONFIRMED TYPE OF ICAS LINE EW OR ZW ZZK ORDER ICAS DSV2 OF VBZ DATE OF IDENTIFI- PROVISION CATION 91A/... - --------------------------------------------------------------------------------------------------------------------------- 1 - --------------------------------------------------------------------------------------------------------------------------- 2 - --------------------------------------------------------------------------------------------------------------------------- 3 - --------------------------------------------------------------------------------------------------------------------------- 4 - --------------------------------------------------------------------------------------------------------------------------- 5 - --------------------------------------------------------------------------------------------------------------------------- 6 - --------------------------------------------------------------------------------------------------------------------------- 7 - --------------------------------------------------------------------------------------------------------------------------- 8 - --------------------------------------------------------------------------------------------------------------------------- 9 - --------------------------------------------------------------------------------------------------------------------------- 10 - --------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- SERIAL NO. DATE OF TEST CIC CIC NO COMMISSIONED ON REMARKS TEST CERTIFICATE ALLOCATION ALLOCATION PECULARITIES CERTIFICATE AVAILABLE? TEST TEST DETECTED? (Y/N) INITIATED? SUCCESSFUL? (Y/N) (Y/N) (Y/N) - ---------------------------------------------------------------------------------------------------------- 1 - ---------------------------------------------------------------------------------------------------------- 2 - ---------------------------------------------------------------------------------------------------------- 3 - ---------------------------------------------------------------------------------------------------------- 4 - ---------------------------------------------------------------------------------------------------------- 5 - ---------------------------------------------------------------------------------------------------------- 6 - ---------------------------------------------------------------------------------------------------------- 7 - ---------------------------------------------------------------------------------------------------------- 8 - ---------------------------------------------------------------------------------------------------------- 9 - ---------------------------------------------------------------------------------------------------------- 10 - ----------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ Signatures - ------------------------------------------------------------------------------------------------------------------------------------ ICP Telekom - ------------------------------------------------------------------------------------------------------------------------------------ Name - ------------------------------------------------------------------------------------------------------------------------------------ Date - ------------------------------------------------------------------------------------------------------------------------------------ Signature - ------------------------------------------------------------------------------------------------------------------------------------
1(1) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking IC-P: NU: DATE OF ORDER: - -------------------------------------------------------------------------------- Annex to - -------------------------------------------------------------------------------- Order of ICAs Order of interconnection - -------------------------------------------------------------------------------- Date - --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------ Entry by Traffic direction Traffic flow Traffic capacity BHCA Occupancy offer CAPS Remark HVSTD HVSTD from to from to - ------------------------------------------------------------------------------------------------------------------------------------ Order ICP ICP --> Telekom A - ------------------------------------------------------------------------------------------------------------------------------------ Order ICP Telekom --> ICP B - ------------------------------------------------------------------------------------------------------------------------------------ Order ICP ICP --> Telekom C - ------------------------------------------------------------------------------------------------------------------------------------ Order ICP Telekom --> ICP D - ------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------ Entry by Traffic direction Traffic flow Entry Traffic capacity Remark - ------------------------------------------------------------------------------------------------------------------ Order ICP Telekom "--" ICP A+B+C+D automatic ICP Telekom - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ Traffic list associated with HVSTD, if > 10 erl. for the traffic flow, entry by ICP - ------------------------------------------------------------------------------------------------------------------------------------ A Remark C Remark To international and special destinations To international and special destinations for transit in or via the Telekom network for transit in or via the ICP network - ------------------------------------------------------------------------------------------------------------------------------------ Area Traffic capacity Area Traffic capacity - ------------------------------------------------------------------------------------------------------------------------------------ Order - ------------------------------------------------------------------------------------------------------------------------------------ Order - ------------------------------------------------------------------------------------------------------------------------------------ Order - ------------------------------------------------------------------------------------------------------------------------------------ Order - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
1(21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking
- ------------------------------------------------------------------------------------------------------------ Numbering structure Traffic list associated with HVSTD, if > 10 erl. for the traffic flow, entry by ICP - ------------------------------------------------------------------------------------------------------------ B A Remark From national To national sources in the destinations in Telekom network the Telekom network - ------------------------------------------------------------------------------------------------------------ 201 - ------------------------------------------------------------------------------------------------------------ 202 - ------------------------------------------------------------------------------------------------------------ 203 - ------------------------------------------------------------------------------------------------------------ 204 - ------------------------------------------------------------------------------------------------------------ 205 - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ 2051 - ------------------------------------------------------------------------------------------------------------ 2052 - ------------------------------------------------------------------------------------------------------------ 2053 - ------------------------------------------------------------------------------------------------------------ 2054 - ------------------------------------------------------------------------------------------------------------ 2055 - ------------------------------------------------------------------------------------------------------------ 2056 - ------------------------------------------------------------------------------------------------------------ 2057 - ------------------------------------------------------------------------------------------------------------ 2058 - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ 206 - ------------------------------------------------------------------------------------------------------------ 208 - ------------------------------------------------------------------------------------------------------------ 209 - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ 210 - ------------------------------------------------------------------------------------------------------------ 211 - ------------------------------------------------------------------------------------------------------------ 212 - ------------------------------------------------------------------------------------------------------------ 213 - ------------------------------------------------------------------------------------------------------------ 214 - ------------------------------------------------------------------------------------------------------------ 215 - ------------------------------------------------------------------------------------------------------------ 216 - ------------------------------------------------------------------------------------------------------------ 217 - ------------------------------------------------------------------------------------------------------------ 218 - ------------------------------------------------------------------------------------------------------------ 219 - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ 220 - ------------------------------------------------------------------------------------------------------------ 221 - ------------------------------------------------------------------------------------------------------------ 222 - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ 2222 - ------------------------------------------------------------------------------------------------------------ 2223 - ------------------------------------------------------------------------------------------------------------ 2224 - ------------------------------------------------------------------------------------------------------------ 2225 - ------------------------------------------------------------------------------------------------------------ 2226 - ------------------------------------------------------------------------------------------------------------ 2227 - ------------------------------------------------------------------------------------------------------------ 2228 - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ 223 - ------------------------------------------------------------------------------------------------------------ 224 - ------------------------------------------------------------------------------------------------------------ 225 - ------------------------------------------------------------------------------------------------------------ 226 - ------------------------------------------------------------------------------------------------------------ 227 - ------------------------------------------------------------------------------------------------------------ 228 - ------------------------------------------------------------------------------------------------------------ 229 - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ 230 - ------------------------------------------------------------------------------------------------------------
1(21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Order 2301 - -------------------------------------------------------------------------------- Order 2302 - -------------------------------------------------------------------------------- Order 2303 - -------------------------------------------------------------------------------- Order 2304 - -------------------------------------------------------------------------------- Order 2305 - -------------------------------------------------------------------------------- Order 2306 - -------------------------------------------------------------------------------- Order 2307 - -------------------------------------------------------------------------------- Order 2308 - -------------------------------------------------------------------------------- Order 2309 - -------------------------------------------------------------------------------- Order - -------------------------------------------------------------------------------- Order 231 - -------------------------------------------------------------------------------- Order 232 - -------------------------------------------------------------------------------- Order 233 - -------------------------------------------------------------------------------- Order 234 - -------------------------------------------------------------------------------- Order 235 - -------------------------------------------------------------------------------- Order 236 - -------------------------------------------------------------------------------- Order 237 - -------------------------------------------------------------------------------- Order 238 - -------------------------------------------------------------------------------- Order 239 - -------------------------------------------------------------------------------- Order 24 - -------------------------------------------------------------------------------- Order 240 - -------------------------------------------------------------------------------- Order 241 - -------------------------------------------------------------------------------- Order 242 - -------------------------------------------------------------------------------- Order 243 - -------------------------------------------------------------------------------- Order 244 - -------------------------------------------------------------------------------- Order 245 - -------------------------------------------------------------------------------- Order 246 - -------------------------------------------------------------------------------- Order 247 - -------------------------------------------------------------------------------- Order 248 - -------------------------------------------------------------------------------- Order 25 - -------------------------------------------------------------------------------- Order 250 - -------------------------------------------------------------------------------- Order 251 - -------------------------------------------------------------------------------- Order 252 - -------------------------------------------------------------------------------- Order 253 - -------------------------------------------------------------------------------- Order 254 - -------------------------------------------------------------------------------- Order 255 - -------------------------------------------------------------------------------- Order 256 - -------------------------------------------------------------------------------- Order 257 - -------------------------------------------------------------------------------- Order 258 - -------------------------------------------------------------------------------- Order 259 - -------------------------------------------------------------------------------- Order 26 - -------------------------------------------------------------------------------- Order 260 - -------------------------------------------------------------------------------- Order 261 - -------------------------------------------------------------------------------- Order 262 - -------------------------------------------------------------------------------- Order 263 - -------------------------------------------------------------------------------- Order 264 - -------------------------------------------------------------------------------- Order 265 - -------------------------------------------------------------------------------- Order 266 - -------------------------------------------------------------------------------- Order 267 - -------------------------------------------------------------------------------- Order 268 - -------------------------------------------------------------------------------- Order 269 - -------------------------------------------------------------------------------- Order 2691 - -------------------------------------------------------------------------------- Order 2692 - -------------------------------------------------------------------------------- Order 2693 - -------------------------------------------------------------------------------- Order 2694 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 3 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Order 2695 - -------------------------------------------------------------------------------- Order 2696 - -------------------------------------------------------------------------------- Order 2697 - -------------------------------------------------------------------------------- Order 27 - -------------------------------------------------------------------------------- Order 271 - -------------------------------------------------------------------------------- Order 272 - -------------------------------------------------------------------------------- Order 273 - -------------------------------------------------------------------------------- Order 274 - -------------------------------------------------------------------------------- Order 275 - -------------------------------------------------------------------------------- Order 276 - -------------------------------------------------------------------------------- Order 277 - -------------------------------------------------------------------------------- Order 28 - -------------------------------------------------------------------------------- Order 280 - -------------------------------------------------------------------------------- Order 281 - -------------------------------------------------------------------------------- Order 282 - -------------------------------------------------------------------------------- Order 283 - -------------------------------------------------------------------------------- Order 284 - -------------------------------------------------------------------------------- Order 285 - -------------------------------------------------------------------------------- Order 286 - -------------------------------------------------------------------------------- Order 287 2871 - -------------------------------------------------------------------------------- Order 2872 - -------------------------------------------------------------------------------- Order 2873 - -------------------------------------------------------------------------------- Order 2874 - -------------------------------------------------------------------------------- Order 29 - -------------------------------------------------------------------------------- Order 290 - -------------------------------------------------------------------------------- Order 291 - -------------------------------------------------------------------------------- Order 292 - -------------------------------------------------------------------------------- Order 293 - -------------------------------------------------------------------------------- Order 294 - -------------------------------------------------------------------------------- Order 295 - -------------------------------------------------------------------------------- Order 296 - -------------------------------------------------------------------------------- Order 297 - -------------------------------------------------------------------------------- Order 298 - -------------------------------------------------------------------------------- Order 299 - -------------------------------------------------------------------------------- Order 3 - -------------------------------------------------------------------------------- Order 30 - -------------------------------------------------------------------------------- Order 33 - -------------------------------------------------------------------------------- Order 330 - -------------------------------------------------------------------------------- Order 331 - -------------------------------------------------------------------------------- Order 332 - -------------------------------------------------------------------------------- Order 3320 - -------------------------------------------------------------------------------- Order 3321 - -------------------------------------------------------------------------------- Order 3322 - -------------------------------------------------------------------------------- Order 3323 - -------------------------------------------------------------------------------- Order 3324 - -------------------------------------------------------------------------------- Order 3325 - -------------------------------------------------------------------------------- Order 3326 - -------------------------------------------------------------------------------- Order 3327 - -------------------------------------------------------------------------------- Order 3328 - -------------------------------------------------------------------------------- Order 3329 - -------------------------------------------------------------------------------- Order 333 - -------------------------------------------------------------------------------- Order 334 - -------------------------------------------------------------------------------- Order 335 - -------------------------------------------------------------------------------- Order 336 - -------------------------------------------------------------------------------- 3360 - -------------------------------------------------------------------------------- 3361 - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- 4 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Order 3362 - -------------------------------------------------------------------------------- Order 3363 - -------------------------------------------------------------------------------- Order 3364 - -------------------------------------------------------------------------------- Order 3365 - -------------------------------------------------------------------------------- Order 3366 - -------------------------------------------------------------------------------- Order 3367 - -------------------------------------------------------------------------------- Order 337 - -------------------------------------------------------------------------------- Order 3370 - -------------------------------------------------------------------------------- Order 3371 - -------------------------------------------------------------------------------- Order 3372 - 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-------------------------------------------------------------------------------- Order 3384 - -------------------------------------------------------------------------------- Order 3385 - -------------------------------------------------------------------------------- Order 3386 - -------------------------------------------------------------------------------- Order 3387 - -------------------------------------------------------------------------------- Order 339 - -------------------------------------------------------------------------------- Order 34 - -------------------------------------------------------------------------------- Order 340 - -------------------------------------------------------------------------------- Order 341 - -------------------------------------------------------------------------------- Order 342 3420 - -------------------------------------------------------------------------------- Order 3421 - -------------------------------------------------------------------------------- Order 3422 - -------------------------------------------------------------------------------- Order 3423 - -------------------------------------------------------------------------------- Order 3424 - -------------------------------------------------------------------------------- Order 3425 - -------------------------------------------------------------------------------- Order 3426 - -------------------------------------------------------------------------------- Order 3427 - -------------------------------------------------------------------------------- Order 3428 - -------------------------------------------------------------------------------- Order 3429 - -------------------------------------------------------------------------------- Order 343 - -------------------------------------------------------------------------------- Order 3431 - -------------------------------------------------------------------------------- Order 3432 - -------------------------------------------------------------------------------- Order 3433 - -------------------------------------------------------------------------------- Order 3434 - -------------------------------------------------------------------------------- Order 3435 - -------------------------------------------------------------------------------- Order 3436 - -------------------------------------------------------------------------------- Order 3437 - -------------------------------------------------------------------------------- Order 3438 - -------------------------------------------------------------------------------- Order 344 - -------------------------------------------------------------------------------- Order 3441 - -------------------------------------------------------------------------------- Order 3442 - -------------------------------------------------------------------------------- Order 3443 - -------------------------------------------------------------------------------- Order 3444 - -------------------------------------------------------------------------------- Order 3445 - -------------------------------------------------------------------------------- Order 3446 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- 5 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- Order 3447 - -------------------------------------------------------------------------------- Order 3448 - -------------------------------------------------------------------------------- Order 3449 - -------------------------------------------------------------------------------- Order 345 - -------------------------------------------------------------------------------- Order 346 - -------------------------------------------------------------------------------- Order 3460 - -------------------------------------------------------------------------------- Order 3461 - -------------------------------------------------------------------------------- Order 3462 - -------------------------------------------------------------------------------- Order 3463 - -------------------------------------------------------------------------------- Order 3464 - -------------------------------------------------------------------------------- Order 3465 - -------------------------------------------------------------------------------- Order 3466 - -------------------------------------------------------------------------------- Order 3467 - -------------------------------------------------------------------------------- Order 3468 - -------------------------------------------------------------------------------- Order 3469 - -------------------------------------------------------------------------------- Order 347 - -------------------------------------------------------------------------------- Order 3471 - -------------------------------------------------------------------------------- Order 3472 - -------------------------------------------------------------------------------- Order 3473 - -------------------------------------------------------------------------------- Order 3474 - -------------------------------------------------------------------------------- Order 3475 - -------------------------------------------------------------------------------- Order 3476 - -------------------------------------------------------------------------------- Order 3477 - -------------------------------------------------------------------------------- Order 3478 - -------------------------------------------------------------------------------- Order 349 - -------------------------------------------------------------------------------- Order 3490 - -------------------------------------------------------------------------------- Order 3491 - -------------------------------------------------------------------------------- Order 3492 - -------------------------------------------------------------------------------- Order 3493 - -------------------------------------------------------------------------------- Order 3494 - -------------------------------------------------------------------------------- Order 3495 - -------------------------------------------------------------------------------- Order 3496 - -------------------------------------------------------------------------------- Order 3497 - -------------------------------------------------------------------------------- Order 35 - -------------------------------------------------------------------------------- Order 350 - -------------------------------------------------------------------------------- Order 3501 - -------------------------------------------------------------------------------- Order 3502 - -------------------------------------------------------------------------------- Order 3503 - -------------------------------------------------------------------------------- Order 3504 - -------------------------------------------------------------------------------- Order 3505 - -------------------------------------------------------------------------------- Order 351 - -------------------------------------------------------------------------------- Order 352 - -------------------------------------------------------------------------------- Order 3520 - -------------------------------------------------------------------------------- Order 3521 - -------------------------------------------------------------------------------- Order 3522 - -------------------------------------------------------------------------------- Order 3523 - -------------------------------------------------------------------------------- Order 3524 - -------------------------------------------------------------------------------- Order 3525 - -------------------------------------------------------------------------------- Order 3526 - -------------------------------------------------------------------------------- Order 3527 - -------------------------------------------------------------------------------- Order 3528 - -------------------------------------------------------------------------------- Order 3529 - -------------------------------------------------------------------------------- Order 353 - -------------------------------------------------------------------------------- Order 3531 - -------------------------------------------------------------------------------- Order 3532 - -------------------------------------------------------------------------------- Order 3533 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- 6 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- Order 3535 - -------------------------------------------------------------------------------- Order 3536 - -------------------------------------------------------------------------------- Order 3537 - -------------------------------------------------------------------------------- Order 3538 - -------------------------------------------------------------------------------- Order 354 - -------------------------------------------------------------------------------- Order 355 - -------------------------------------------------------------------------------- Order 356 - -------------------------------------------------------------------------------- Order 357 - -------------------------------------------------------------------------------- Order 3571 - -------------------------------------------------------------------------------- Order 3572 - -------------------------------------------------------------------------------- Order 3573 - -------------------------------------------------------------------------------- Order 3574 - -------------------------------------------------------------------------------- Order 3575 - -------------------------------------------------------------------------------- Order 3576 - -------------------------------------------------------------------------------- Order 3577 - -------------------------------------------------------------------------------- Order 3578 - -------------------------------------------------------------------------------- Order 3579 - -------------------------------------------------------------------------------- Order 358 - -------------------------------------------------------------------------------- Order 3581 - -------------------------------------------------------------------------------- Order 3582 - -------------------------------------------------------------------------------- Order 3583 - -------------------------------------------------------------------------------- Order 3584 - -------------------------------------------------------------------------------- Order 3585 - -------------------------------------------------------------------------------- Order 3586 - -------------------------------------------------------------------------------- Order 3587 - -------------------------------------------------------------------------------- Order 3588 - -------------------------------------------------------------------------------- Order 3589 - -------------------------------------------------------------------------------- Order 359 - -------------------------------------------------------------------------------- Order 3591 - -------------------------------------------------------------------------------- Order 3592 - -------------------------------------------------------------------------------- Order 3593 - -------------------------------------------------------------------------------- Order 3594 - -------------------------------------------------------------------------------- Order 3595 - -------------------------------------------------------------------------------- Order 3596 - -------------------------------------------------------------------------------- Order 3597 - -------------------------------------------------------------------------------- Order 36 - -------------------------------------------------------------------------------- Order 360 - -------------------------------------------------------------------------------- Order 361 - -------------------------------------------------------------------------------- Order 362 - -------------------------------------------------------------------------------- Order 3620 - -------------------------------------------------------------------------------- Order 3621 - -------------------------------------------------------------------------------- Order 3622 - -------------------------------------------------------------------------------- Order 3623 - -------------------------------------------------------------------------------- Order 3624 - -------------------------------------------------------------------------------- Order 3625 - -------------------------------------------------------------------------------- Order 3626 - -------------------------------------------------------------------------------- Order 3627 - -------------------------------------------------------------------------------- Order 3628 - -------------------------------------------------------------------------------- Order 3629 - -------------------------------------------------------------------------------- Order 363 - -------------------------------------------------------------------------------- Order 364 - -------------------------------------------------------------------------------- Order 3641 - -------------------------------------------------------------------------------- Order 3642 - -------------------------------------------------------------------------------- Order 3643 - -------------------------------------------------------------------------------- Order 3644 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- 7 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- Order 3647 - -------------------------------------------------------------------------------- Order 3648 - -------------------------------------------------------------------------------- Order 365 - -------------------------------------------------------------------------------- Order 366 - -------------------------------------------------------------------------------- Order 3660 - -------------------------------------------------------------------------------- Order 3661 - -------------------------------------------------------------------------------- Order 3662 - -------------------------------------------------------------------------------- Order 3663 - -------------------------------------------------------------------------------- Order 3664 - -------------------------------------------------------------------------------- Order 3665 - -------------------------------------------------------------------------------- Order 3666 - -------------------------------------------------------------------------------- Order 3667 - -------------------------------------------------------------------------------- Order 3668 - -------------------------------------------------------------------------------- Order 3669 - -------------------------------------------------------------------------------- Order 367 - -------------------------------------------------------------------------------- Order 3670 - -------------------------------------------------------------------------------- Order 3671 - -------------------------------------------------------------------------------- Order 3672 - -------------------------------------------------------------------------------- Order 3673 - -------------------------------------------------------------------------------- Order 3674 - -------------------------------------------------------------------------------- Order 3675 - -------------------------------------------------------------------------------- Order 3676 - -------------------------------------------------------------------------------- Order 3677 - -------------------------------------------------------------------------------- Order 3678 - -------------------------------------------------------------------------------- Order 3679 - -------------------------------------------------------------------------------- Order 368 - -------------------------------------------------------------------------------- Order 3681 - -------------------------------------------------------------------------------- Order 3682 - -------------------------------------------------------------------------------- Order 3683 - -------------------------------------------------------------------------------- Order 3684 - -------------------------------------------------------------------------------- Order 3685 - -------------------------------------------------------------------------------- Order 3686 - -------------------------------------------------------------------------------- Order 3687 - -------------------------------------------------------------------------------- Order 369 - -------------------------------------------------------------------------------- Order 3691 - -------------------------------------------------------------------------------- Order 3692 - -------------------------------------------------------------------------------- Order 3693 - -------------------------------------------------------------------------------- Order 3694 - -------------------------------------------------------------------------------- Order 3695 - -------------------------------------------------------------------------------- Order 3696 - -------------------------------------------------------------------------------- Order 37 - -------------------------------------------------------------------------------- Order 371 - -------------------------------------------------------------------------------- Order 372 - -------------------------------------------------------------------------------- Order 373 - -------------------------------------------------------------------------------- Order 3731 - -------------------------------------------------------------------------------- Order 3732 - -------------------------------------------------------------------------------- Order 3733 - -------------------------------------------------------------------------------- Order 3734 - -------------------------------------------------------------------------------- Order 3735 - -------------------------------------------------------------------------------- Order 3736 - -------------------------------------------------------------------------------- Order 3737 - -------------------------------------------------------------------------------- Order 3738 - -------------------------------------------------------------------------------- Order 374 - -------------------------------------------------------------------------------- Order 375 - -------------------------------------------------------------------------------- Order 376 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Order 377 - -------------------------------------------------------------------------------- Order 38 - -------------------------------------------------------------------------------- 8 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- Order 381 - -------------------------------------------------------------------------------- Order 382 - -------------------------------------------------------------------------------- Order 3820 - -------------------------------------------------------------------------------- Order 3821 - -------------------------------------------------------------------------------- Order 3822 - -------------------------------------------------------------------------------- Order 3823 - -------------------------------------------------------------------------------- Order 3829 - -------------------------------------------------------------------------------- Order 383 - -------------------------------------------------------------------------------- Order 3830 - -------------------------------------------------------------------------------- Order 3831 - -------------------------------------------------------------------------------- Order 3832 - -------------------------------------------------------------------------------- Order 3833 - -------------------------------------------------------------------------------- Order 3834 - -------------------------------------------------------------------------------- Order 3835 - -------------------------------------------------------------------------------- Order 3836 - -------------------------------------------------------------------------------- Order 3837 - -------------------------------------------------------------------------------- Order 3838 - -------------------------------------------------------------------------------- Order 3839 - -------------------------------------------------------------------------------- Order 384 - -------------------------------------------------------------------------------- Order 385 - -------------------------------------------------------------------------------- Order 386 - -------------------------------------------------------------------------------- Order 387 - -------------------------------------------------------------------------------- Order 3871 - -------------------------------------------------------------------------------- Order 3872 - -------------------------------------------------------------------------------- Order 3873 - -------------------------------------------------------------------------------- Order 3874 - -------------------------------------------------------------------------------- Order 3875 - -------------------------------------------------------------------------------- Order 3876 - -------------------------------------------------------------------------------- Order 3877 - -------------------------------------------------------------------------------- Order 3878 - -------------------------------------------------------------------------------- Order 3879 - -------------------------------------------------------------------------------- Order 388 - -------------------------------------------------------------------------------- Order 3381 - -------------------------------------------------------------------------------- Order 3882 - -------------------------------------------------------------------------------- Order 4383 - -------------------------------------------------------------------------------- Order 4884 - -------------------------------------------------------------------------------- Order 5385 - -------------------------------------------------------------------------------- Order 5886 - -------------------------------------------------------------------------------- Order 6387 - -------------------------------------------------------------------------------- Order 39 - -------------------------------------------------------------------------------- Order 390 - -------------------------------------------------------------------------------- Order 3900 - -------------------------------------------------------------------------------- Order 3901 - -------------------------------------------------------------------------------- Order 3902 - -------------------------------------------------------------------------------- Order 3903 - -------------------------------------------------------------------------------- Order 3904 - -------------------------------------------------------------------------------- Order 3905 - -------------------------------------------------------------------------------- Order 3906 - -------------------------------------------------------------------------------- Order 3907 - -------------------------------------------------------------------------------- Order 3908 - -------------------------------------------------------------------------------- Order 3909 - -------------------------------------------------------------------------------- Order 391 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Order 392 - -------------------------------------------------------------------------------- Order 3920 - -------------------------------------------------------------------------------- Order 3921 - -------------------------------------------------------------------------------- Order 3922 - -------------------------------------------------------------------------------- 9 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- Order 3923 - -------------------------------------------------------------------------------- Order 3924 - -------------------------------------------------------------------------------- Order 3925 - -------------------------------------------------------------------------------- Order 3926 - -------------------------------------------------------------------------------- Order 3927 - -------------------------------------------------------------------------------- Order 3928 - -------------------------------------------------------------------------------- Order 3929 - -------------------------------------------------------------------------------- Order 393 - -------------------------------------------------------------------------------- Order 3931 - -------------------------------------------------------------------------------- Order 3932 - -------------------------------------------------------------------------------- Order 3933 - -------------------------------------------------------------------------------- Order 3934 - -------------------------------------------------------------------------------- Order 3935 - -------------------------------------------------------------------------------- Order 3936 - -------------------------------------------------------------------------------- Order 3937 - -------------------------------------------------------------------------------- Order 3938 - -------------------------------------------------------------------------------- Order 3939 - -------------------------------------------------------------------------------- Order 394 - -------------------------------------------------------------------------------- Order 3940 - -------------------------------------------------------------------------------- Order 3941 - -------------------------------------------------------------------------------- Order 3942 - -------------------------------------------------------------------------------- Order 3943 - -------------------------------------------------------------------------------- Order 3944 - -------------------------------------------------------------------------------- Order 3945 - -------------------------------------------------------------------------------- Order 3946 - -------------------------------------------------------------------------------- Order 3947 - -------------------------------------------------------------------------------- Order 3948 - -------------------------------------------------------------------------------- Order 3949 - -------------------------------------------------------------------------------- Order 395 - -------------------------------------------------------------------------------- Order 396 - -------------------------------------------------------------------------------- Order 397 - -------------------------------------------------------------------------------- Order 398 - -------------------------------------------------------------------------------- Order 3981 - -------------------------------------------------------------------------------- Order 3982 - -------------------------------------------------------------------------------- Order 3983 - -------------------------------------------------------------------------------- Order 3984 - -------------------------------------------------------------------------------- Order 3985 - -------------------------------------------------------------------------------- Order 3986 - -------------------------------------------------------------------------------- Order 3987 - -------------------------------------------------------------------------------- Order 3988 - -------------------------------------------------------------------------------- Order 399 - -------------------------------------------------------------------------------- Order 3991 - -------------------------------------------------------------------------------- Order 3992 - -------------------------------------------------------------------------------- Order 3993 - -------------------------------------------------------------------------------- Order 3994 - -------------------------------------------------------------------------------- Order 3995 - -------------------------------------------------------------------------------- Order 3996 - -------------------------------------------------------------------------------- Order 3997 - -------------------------------------------------------------------------------- Order 3998 - -------------------------------------------------------------------------------- Order 3999 - -------------------------------------------------------------------------------- Order 4 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Order 40 - -------------------------------------------------------------------------------- Order 41 - -------------------------------------------------------------------------------- Order 410 - -------------------------------------------------------------------------------- Order 412 - -------------------------------------------------------------------------------- Order 413 - -------------------------------------------------------------------------------- Order 414 - -------------------------------------------------------------------------------- 10 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- Order 415 - -------------------------------------------------------------------------------- Order 416 - -------------------------------------------------------------------------------- Order 417 - -------------------------------------------------------------------------------- Order 418 - -------------------------------------------------------------------------------- Order 419 - -------------------------------------------------------------------------------- Order 42 - -------------------------------------------------------------------------------- Order 420 - -------------------------------------------------------------------------------- Order 421 - -------------------------------------------------------------------------------- Order 422 - -------------------------------------------------------------------------------- Order 423 - -------------------------------------------------------------------------------- Order 424 - -------------------------------------------------------------------------------- Order 425 - -------------------------------------------------------------------------------- Order 426 - -------------------------------------------------------------------------------- Order 427 - -------------------------------------------------------------------------------- Order 428 - -------------------------------------------------------------------------------- Order 429 - -------------------------------------------------------------------------------- Order 43 - -------------------------------------------------------------------------------- Order 430 - -------------------------------------------------------------------------------- Order 431 - -------------------------------------------------------------------------------- Order 432 - -------------------------------------------------------------------------------- Order 433 - -------------------------------------------------------------------------------- Order 434 - -------------------------------------------------------------------------------- Order 435 - -------------------------------------------------------------------------------- Order 436 - -------------------------------------------------------------------------------- Order 437 - -------------------------------------------------------------------------------- Order 438 - -------------------------------------------------------------------------------- Order 439 - -------------------------------------------------------------------------------- Order 44 - -------------------------------------------------------------------------------- Order 440 - -------------------------------------------------------------------------------- Order 441 - -------------------------------------------------------------------------------- Order 442 - -------------------------------------------------------------------------------- Order 443 - -------------------------------------------------------------------------------- Order 444 - -------------------------------------------------------------------------------- Order 445 - -------------------------------------------------------------------------------- Order 446 - -------------------------------------------------------------------------------- Order 447 - -------------------------------------------------------------------------------- Order 448 - -------------------------------------------------------------------------------- Order 449 - -------------------------------------------------------------------------------- Order 45 - -------------------------------------------------------------------------------- Order 450 - -------------------------------------------------------------------------------- Order 451 - -------------------------------------------------------------------------------- Order 452 - -------------------------------------------------------------------------------- Order 453 - -------------------------------------------------------------------------------- Order 454 - -------------------------------------------------------------------------------- Order 455 - -------------------------------------------------------------------------------- Order 456 - -------------------------------------------------------------------------------- Order 46 - -------------------------------------------------------------------------------- 460 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Order 461 - -------------------------------------------------------------------------------- Order 462 - -------------------------------------------------------------------------------- Order 463 - -------------------------------------------------------------------------------- Order 464 - -------------------------------------------------------------------------------- Order 465 - -------------------------------------------------------------------------------- Order 466 - -------------------------------------------------------------------------------- Order 467 - -------------------------------------------------------------------------------- Order 468 - -------------------------------------------------------------------------------- 11 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- Order 47 - -------------------------------------------------------------------------------- Order 470 - -------------------------------------------------------------------------------- Order 471 - -------------------------------------------------------------------------------- Order 472 - -------------------------------------------------------------------------------- Order 473 - -------------------------------------------------------------------------------- Order 474 - -------------------------------------------------------------------------------- Order 475 - -------------------------------------------------------------------------------- Order 476 - -------------------------------------------------------------------------------- Order 477 - -------------------------------------------------------------------------------- Order 478 - -------------------------------------------------------------------------------- Order 479 - -------------------------------------------------------------------------------- Order 48 - -------------------------------------------------------------------------------- Order 480 - -------------------------------------------------------------------------------- Order 481 - -------------------------------------------------------------------------------- Order 482 - -------------------------------------------------------------------------------- Order 483 - -------------------------------------------------------------------------------- Order 484 - -------------------------------------------------------------------------------- Order 485 - -------------------------------------------------------------------------------- Order 486 - -------------------------------------------------------------------------------- Order 487 - -------------------------------------------------------------------------------- Order 488 - -------------------------------------------------------------------------------- Order 489 - -------------------------------------------------------------------------------- Order 49 - -------------------------------------------------------------------------------- Order 490 - -------------------------------------------------------------------------------- Order 491 - -------------------------------------------------------------------------------- Order 492 - -------------------------------------------------------------------------------- Order 493 - -------------------------------------------------------------------------------- Order 494 - -------------------------------------------------------------------------------- Order 495 - -------------------------------------------------------------------------------- Order 496 - -------------------------------------------------------------------------------- Order 497 - -------------------------------------------------------------------------------- Order 5 - -------------------------------------------------------------------------------- Order 50 - -------------------------------------------------------------------------------- Order 502 - -------------------------------------------------------------------------------- Order 503 - -------------------------------------------------------------------------------- Order 504 - -------------------------------------------------------------------------------- Order 505 - -------------------------------------------------------------------------------- Order 506 - -------------------------------------------------------------------------------- Order 507 - -------------------------------------------------------------------------------- Order 508 - -------------------------------------------------------------------------------- Order 51 - -------------------------------------------------------------------------------- Order 510 - -------------------------------------------------------------------------------- Order 511 - -------------------------------------------------------------------------------- Order 512 - -------------------------------------------------------------------------------- Order 513 - -------------------------------------------------------------------------------- Order 514 - -------------------------------------------------------------------------------- Order 515 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Order 516 - -------------------------------------------------------------------------------- Order 517 - -------------------------------------------------------------------------------- Order 518 - -------------------------------------------------------------------------------- Order 519 - -------------------------------------------------------------------------------- Order 52 - -------------------------------------------------------------------------------- Order 520 - -------------------------------------------------------------------------------- Order 521 - -------------------------------------------------------------------------------- Order 522 - -------------------------------------------------------------------------------- Order 523 - -------------------------------------------------------------------------------- Order 524 - -------------------------------------------------------------------------------- 12 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- Order 525 - -------------------------------------------------------------------------------- Order 526 - -------------------------------------------------------------------------------- Order 527 - -------------------------------------------------------------------------------- Order 528 - -------------------------------------------------------------------------------- Order 529 - -------------------------------------------------------------------------------- Order 53 - -------------------------------------------------------------------------------- Order 530 - -------------------------------------------------------------------------------- Order 531 - -------------------------------------------------------------------------------- Order 532 - -------------------------------------------------------------------------------- Order 533 - -------------------------------------------------------------------------------- Order 534 - -------------------------------------------------------------------------------- Order 535 - -------------------------------------------------------------------------------- Order 536 - -------------------------------------------------------------------------------- Order 537 - -------------------------------------------------------------------------------- Order 538 - -------------------------------------------------------------------------------- Order 54 - -------------------------------------------------------------------------------- Order 540 - -------------------------------------------------------------------------------- Order 541 - -------------------------------------------------------------------------------- Order 542 - -------------------------------------------------------------------------------- Order 543 - -------------------------------------------------------------------------------- Order 544 - -------------------------------------------------------------------------------- Order 545 - -------------------------------------------------------------------------------- Order 546 - -------------------------------------------------------------------------------- Order 547 - -------------------------------------------------------------------------------- Order 548 - -------------------------------------------------------------------------------- Order 549 - -------------------------------------------------------------------------------- Order 55 - -------------------------------------------------------------------------------- Order 550 - -------------------------------------------------------------------------------- Order 551 - -------------------------------------------------------------------------------- Order 552 - -------------------------------------------------------------------------------- Order 553 - -------------------------------------------------------------------------------- Order 554 - -------------------------------------------------------------------------------- Order 555 - -------------------------------------------------------------------------------- Order 556 - -------------------------------------------------------------------------------- Order 557 - -------------------------------------------------------------------------------- Order 558 - -------------------------------------------------------------------------------- Order 559 - -------------------------------------------------------------------------------- Order 56 - -------------------------------------------------------------------------------- Order 560 - -------------------------------------------------------------------------------- Order 561 - -------------------------------------------------------------------------------- Order 562 - -------------------------------------------------------------------------------- Order 563 - -------------------------------------------------------------------------------- Order 564 - -------------------------------------------------------------------------------- Order 565 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Order 566 - -------------------------------------------------------------------------------- Order 567 - -------------------------------------------------------------------------------- Order 568 - -------------------------------------------------------------------------------- Order 569 - -------------------------------------------------------------------------------- Order 57 - -------------------------------------------------------------------------------- Order 570 - -------------------------------------------------------------------------------- Order 571 - -------------------------------------------------------------------------------- Order 572 - -------------------------------------------------------------------------------- Order 573 - -------------------------------------------------------------------------------- Order 574 - -------------------------------------------------------------------------------- Order 575 - -------------------------------------------------------------------------------- Order 576 - -------------------------------------------------------------------------------- 13 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- Order 577 - -------------------------------------------------------------------------------- Order 58 - -------------------------------------------------------------------------------- Order 580 - -------------------------------------------------------------------------------- Order 581 - -------------------------------------------------------------------------------- Order 582 - -------------------------------------------------------------------------------- Order 583 - -------------------------------------------------------------------------------- Order 584 - -------------------------------------------------------------------------------- Order 585 - -------------------------------------------------------------------------------- Order 586 - -------------------------------------------------------------------------------- Order 587 - -------------------------------------------------------------------------------- Order 588 - -------------------------------------------------------------------------------- Order 59 - -------------------------------------------------------------------------------- Order 590 - -------------------------------------------------------------------------------- Order 591 - -------------------------------------------------------------------------------- Order 592 - -------------------------------------------------------------------------------- Order 593 - -------------------------------------------------------------------------------- Order 594 - -------------------------------------------------------------------------------- Order 595 - -------------------------------------------------------------------------------- Order 596 - -------------------------------------------------------------------------------- Order 597 - -------------------------------------------------------------------------------- Order 6 - -------------------------------------------------------------------------------- Order 60 - -------------------------------------------------------------------------------- Order 600 - -------------------------------------------------------------------------------- Order 601 - -------------------------------------------------------------------------------- Order 602 - -------------------------------------------------------------------------------- Order 603 - -------------------------------------------------------------------------------- Order 604 - -------------------------------------------------------------------------------- Order 605 - -------------------------------------------------------------------------------- Order 606 - -------------------------------------------------------------------------------- Order 607 - -------------------------------------------------------------------------------- Order 608 - -------------------------------------------------------------------------------- Order 609 - -------------------------------------------------------------------------------- Order 61 - -------------------------------------------------------------------------------- Order 610 - -------------------------------------------------------------------------------- Order 611 - -------------------------------------------------------------------------------- Order 612 - -------------------------------------------------------------------------------- Order 613 - -------------------------------------------------------------------------------- Order 614 - -------------------------------------------------------------------------------- Order 615 - -------------------------------------------------------------------------------- Order 616 - -------------------------------------------------------------------------------- Order 617 - -------------------------------------------------------------------------------- Order 618 - -------------------------------------------------------------------------------- Order 619 - -------------------------------------------------------------------------------- 14 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Order 62 - -------------------------------------------------------------------------------- Order 620 - -------------------------------------------------------------------------------- Order 621 - -------------------------------------------------------------------------------- Order 622 - -------------------------------------------------------------------------------- Order 6220 - -------------------------------------------------------------------------------- Order 6221 - -------------------------------------------------------------------------------- Order 6222 - -------------------------------------------------------------------------------- Order 6223 - -------------------------------------------------------------------------------- Order 6224 - -------------------------------------------------------------------------------- Order 6225 - -------------------------------------------------------------------------------- Order 6226 - -------------------------------------------------------------------------------- Order 6227 - -------------------------------------------------------------------------------- Order 6228 - -------------------------------------------------------------------------------- Order 6229 - -------------------------------------------------------------------------------- Order 623 - -------------------------------------------------------------------------------- Order 624 - -------------------------------------------------------------------------------- Order 625 - -------------------------------------------------------------------------------- Order 626 - -------------------------------------------------------------------------------- Order 627 - -------------------------------------------------------------------------------- Order 6271 - -------------------------------------------------------------------------------- Order 6272 - -------------------------------------------------------------------------------- Order 6273 - -------------------------------------------------------------------------------- Order 6274 - -------------------------------------------------------------------------------- Order 6275 - -------------------------------------------------------------------------------- Order 6276 - -------------------------------------------------------------------------------- Order 628 - -------------------------------------------------------------------------------- Order 629 - -------------------------------------------------------------------------------- Order 63 - -------------------------------------------------------------------------------- Order 630 - -------------------------------------------------------------------------------- Order 631 - -------------------------------------------------------------------------------- Order 632 - -------------------------------------------------------------------------------- Order 633 - -------------------------------------------------------------------------------- Order 634 - -------------------------------------------------------------------------------- Order 635 - -------------------------------------------------------------------------------- Order 636 - -------------------------------------------------------------------------------- Order 637 - -------------------------------------------------------------------------------- Order 638 - -------------------------------------------------------------------------------- Order 639 - -------------------------------------------------------------------------------- Order 64 - -------------------------------------------------------------------------------- Order 640 - -------------------------------------------------------------------------------- Order 641 - -------------------------------------------------------------------------------- Order 642 - -------------------------------------------------------------------------------- Order 643 - -------------------------------------------------------------------------------- Order 644 - -------------------------------------------------------------------------------- Order 645 - -------------------------------------------------------------------------------- Order 646 - -------------------------------------------------------------------------------- Order 647 - -------------------------------------------------------------------------------- Order 648 - -------------------------------------------------------------------------------- Order 65 - -------------------------------------------------------------------------------- Order 650 - -------------------------------------------------------------------------------- Order 651 - -------------------------------------------------------------------------------- Order 652 - -------------------------------------------------------------------------------- Order 653 - -------------------------------------------------------------------------------- Order 654 - -------------------------------------------------------------------------------- Order 655 - -------------------------------------------------------------------------------- Order 656 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- 15 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Order 657 - -------------------------------------------------------------------------------- Order 658 - -------------------------------------------------------------------------------- Order 659 - -------------------------------------------------------------------------------- Order 66 - -------------------------------------------------------------------------------- Order 661 - -------------------------------------------------------------------------------- Order 662 - -------------------------------------------------------------------------------- Order 663 - -------------------------------------------------------------------------------- Order 664 - -------------------------------------------------------------------------------- Order 665 - -------------------------------------------------------------------------------- Order 666 - -------------------------------------------------------------------------------- Order 667 - -------------------------------------------------------------------------------- Order 668 - -------------------------------------------------------------------------------- Order 669 - -------------------------------------------------------------------------------- Order 67 - -------------------------------------------------------------------------------- Order 670 - -------------------------------------------------------------------------------- Order 671 - -------------------------------------------------------------------------------- Order 672 - -------------------------------------------------------------------------------- Order 673 - -------------------------------------------------------------------------------- Order 674 - -------------------------------------------------------------------------------- Order 675 - -------------------------------------------------------------------------------- Order 676 - -------------------------------------------------------------------------------- Order 677 - -------------------------------------------------------------------------------- Order 678 - -------------------------------------------------------------------------------- Order - -------------------------------------------------------------------------------- Order 68 - -------------------------------------------------------------------------------- Order 680 - -------------------------------------------------------------------------------- Order 681 - -------------------------------------------------------------------------------- Order 682 - -------------------------------------------------------------------------------- Order 683 - -------------------------------------------------------------------------------- Order 684 - -------------------------------------------------------------------------------- Order 685 - -------------------------------------------------------------------------------- Order 686 - -------------------------------------------------------------------------------- Order 687 - -------------------------------------------------------------------------------- Order 688 - -------------------------------------------------------------------------------- Order 689 - -------------------------------------------------------------------------------- Order 69 - -------------------------------------------------------------------------------- Order 7 - -------------------------------------------------------------------------------- Order 70 - -------------------------------------------------------------------------------- Order 702 - -------------------------------------------------------------------------------- Order 703 - -------------------------------------------------------------------------------- Order 704 - -------------------------------------------------------------------------------- Order 705 - -------------------------------------------------------------------------------- Order 706 - -------------------------------------------------------------------------------- Order 707 - -------------------------------------------------------------------------------- Order 708 - -------------------------------------------------------------------------------- Order 71 - -------------------------------------------------------------------------------- Order 711 - -------------------------------------------------------------------------------- Order 712 - -------------------------------------------------------------------------------- Order 713 - -------------------------------------------------------------------------------- Order 714 - -------------------------------------------------------------------------------- Order 715 - -------------------------------------------------------------------------------- Order 716 - -------------------------------------------------------------------------------- Order 717 - -------------------------------------------------------------------------------- Order 718 - -------------------------------------------------------------------------------- Order 719 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- 16 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- Order 72 - -------------------------------------------------------------------------------- Order 720 - -------------------------------------------------------------------------------- Order 721 - -------------------------------------------------------------------------------- Order 722 - -------------------------------------------------------------------------------- Order 723 - -------------------------------------------------------------------------------- Order 724 - -------------------------------------------------------------------------------- Order 725 - -------------------------------------------------------------------------------- Order 726 - -------------------------------------------------------------------------------- Order 727 - -------------------------------------------------------------------------------- Order 73 - -------------------------------------------------------------------------------- Order 730 - -------------------------------------------------------------------------------- Order 731 - -------------------------------------------------------------------------------- Order 732 - -------------------------------------------------------------------------------- Order 733 - -------------------------------------------------------------------------------- Order 734 - -------------------------------------------------------------------------------- Order 735 - -------------------------------------------------------------------------------- Order 736 - -------------------------------------------------------------------------------- Order 737 - -------------------------------------------------------------------------------- Order 738 - -------------------------------------------------------------------------------- Order 739 - -------------------------------------------------------------------------------- Order 74 - -------------------------------------------------------------------------------- Order 740 - -------------------------------------------------------------------------------- Order 741 - -------------------------------------------------------------------------------- Order 742 - -------------------------------------------------------------------------------- Order 743 - -------------------------------------------------------------------------------- Order 744 - -------------------------------------------------------------------------------- Order 745 - -------------------------------------------------------------------------------- Order 746 - 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-------------------------------------------------------------------------------- Order 758 - -------------------------------------------------------------------------------- Order 76 - -------------------------------------------------------------------------------- Order 760 - -------------------------------------------------------------------------------- Order 761 - -------------------------------------------------------------------------------- Order 762 - -------------------------------------------------------------------------------- Order 763 - -------------------------------------------------------------------------------- Order 764 - -------------------------------------------------------------------------------- Order 765 - -------------------------------------------------------------------------------- Order 766 - -------------------------------------------------------------------------------- Order 767 - -------------------------------------------------------------------------------- Order 768 - -------------------------------------------------------------------------------- Order 77 - -------------------------------------------------------------------------------- Order 770 - -------------------------------------------------------------------------------- Order 771 - -------------------------------------------------------------------------------- Order 772 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- 17 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- Order 773 - -------------------------------------------------------------------------------- Order 774 - -------------------------------------------------------------------------------- Order 775 - -------------------------------------------------------------------------------- Order 776 - -------------------------------------------------------------------------------- Order 777 - -------------------------------------------------------------------------------- Order 78 - -------------------------------------------------------------------------------- Order 780 - -------------------------------------------------------------------------------- Order 781 - -------------------------------------------------------------------------------- Order 782 - -------------------------------------------------------------------------------- Order 783 - -------------------------------------------------------------------------------- Order 784 - -------------------------------------------------------------------------------- Order 785 - -------------------------------------------------------------------------------- Order 79 - -------------------------------------------------------------------------------- Order 790 - -------------------------------------------------------------------------------- Order 791 - -------------------------------------------------------------------------------- Order 792 - -------------------------------------------------------------------------------- Order 793 - -------------------------------------------------------------------------------- Order 794 - -------------------------------------------------------------------------------- Order 795 - -------------------------------------------------------------------------------- Order 796 - -------------------------------------------------------------------------------- Order 797 - -------------------------------------------------------------------------------- Order 8 - -------------------------------------------------------------------------------- Order 80 - -------------------------------------------------------------------------------- Order 802 - -------------------------------------------------------------------------------- Order 803 - -------------------------------------------------------------------------------- Order 804 - -------------------------------------------------------------------------------- Order 805 - -------------------------------------------------------------------------------- Order 806 - -------------------------------------------------------------------------------- Order 807 - -------------------------------------------------------------------------------- Order 808 - -------------------------------------------------------------------------------- Order 809 - -------------------------------------------------------------------------------- Order 81 - -------------------------------------------------------------------------------- Order 810 - 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-------------------------------------------------------------------------------- Order 831 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Order 832 - -------------------------------------------------------------------------------- 18 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- Order 833 - -------------------------------------------------------------------------------- Order 834 - -------------------------------------------------------------------------------- Order 835 - -------------------------------------------------------------------------------- Order 836 - -------------------------------------------------------------------------------- Order 837 - -------------------------------------------------------------------------------- Order 838 - -------------------------------------------------------------------------------- Order 839 - -------------------------------------------------------------------------------- Order 84 - -------------------------------------------------------------------------------- Order 840 - -------------------------------------------------------------------------------- Order 841 - -------------------------------------------------------------------------------- Order 842 - -------------------------------------------------------------------------------- Order 843 - -------------------------------------------------------------------------------- Order 844 - -------------------------------------------------------------------------------- Order 845 - 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-------------------------------------------------------------------------------- Order 881 - -------------------------------------------------------------------------------- Order 882 - -------------------------------------------------------------------------------- Order 883 - -------------------------------------------------------------------------------- Order 884 - -------------------------------------------------------------------------------- Order 885 - -------------------------------------------------------------------------------- Order 886 - -------------------------------------------------------------------------------- Order 89 - -------------------------------------------------------------------------------- Order 9 - -------------------------------------------------------------------------------- Order 90 - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Order 906 - -------------------------------------------------------------------------------- Order 907 - -------------------------------------------------------------------------------- Order 908 - -------------------------------------------------------------------------------- 19 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- Order 909 - -------------------------------------------------------------------------------- Order 91 - -------------------------------------------------------------------------------- Order 910 - -------------------------------------------------------------------------------- Order 911 - -------------------------------------------------------------------------------- Order 912 - -------------------------------------------------------------------------------- Order 913 - -------------------------------------------------------------------------------- Order 914 - -------------------------------------------------------------------------------- Order 915 - -------------------------------------------------------------------------------- Order 916 - -------------------------------------------------------------------------------- Order 917 - -------------------------------------------------------------------------------- Order 918 - -------------------------------------------------------------------------------- Order 919 - -------------------------------------------------------------------------------- Order 92 - -------------------------------------------------------------------------------- Order 920 - -------------------------------------------------------------------------------- Order 921 - -------------------------------------------------------------------------------- Order 922 - -------------------------------------------------------------------------------- Order 923 - -------------------------------------------------------------------------------- Order 924 - -------------------------------------------------------------------------------- Order 925 - -------------------------------------------------------------------------------- Order 926 - -------------------------------------------------------------------------------- Order 927 - -------------------------------------------------------------------------------- Order 928 - -------------------------------------------------------------------------------- Order 929 - -------------------------------------------------------------------------------- Order 93 - -------------------------------------------------------------------------------- Order 930 - -------------------------------------------------------------------------------- Order 931 - 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-------------------------------------------------------------------------------- Order 952 - -------------------------------------------------------------------------------- Order 953 - -------------------------------------------------------------------------------- Order 954 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICP-P: - -------------------------------------------------------------------------------- NU: - -------------------------------------------------------------------------------- DATE OF ORDER: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Order 955 - -------------------------------------------------------------------------------- Order 956 - -------------------------------------------------------------------------------- Order 957 - -------------------------------------------------------------------------------- Order 96 - -------------------------------------------------------------------------------- Order 960 - -------------------------------------------------------------------------------- 20 (21) Interconnection Contract with FirstMark 1.3 Traffic data of network interworking (NU) - -------------------------------------------------------------------------------- Order 961 - -------------------------------------------------------------------------------- Order 962 - -------------------------------------------------------------------------------- Order 963 - -------------------------------------------------------------------------------- Order 964 - -------------------------------------------------------------------------------- Order 965 - -------------------------------------------------------------------------------- Order 966 - -------------------------------------------------------------------------------- Order 967 - -------------------------------------------------------------------------------- Order 968 - -------------------------------------------------------------------------------- Order 97 - -------------------------------------------------------------------------------- Order 970 - -------------------------------------------------------------------------------- Order 971 - -------------------------------------------------------------------------------- Order 972 - -------------------------------------------------------------------------------- Order 973 - -------------------------------------------------------------------------------- Order 974 - -------------------------------------------------------------------------------- Order 975 - -------------------------------------------------------------------------------- Order 976 - -------------------------------------------------------------------------------- Order 977 - -------------------------------------------------------------------------------- Order 98 - -------------------------------------------------------------------------------- Order 980 - -------------------------------------------------------------------------------- Order 981 - -------------------------------------------------------------------------------- Order 982 - -------------------------------------------------------------------------------- Order 983 - -------------------------------------------------------------------------------- Order 984 - -------------------------------------------------------------------------------- Order 985 - -------------------------------------------------------------------------------- Order 986 - -------------------------------------------------------------------------------- Order 987 - -------------------------------------------------------------------------------- Order 99 - -------------------------------------------------------------------------------- Order 990 - -------------------------------------------------------------------------------- Order 991 - -------------------------------------------------------------------------------- Order 992 - -------------------------------------------------------------------------------- Order 993 - -------------------------------------------------------------------------------- Order 994 - -------------------------------------------------------------------------------- Order 995 - -------------------------------------------------------------------------------- Order 996 - -------------------------------------------------------------------------------- Order 997 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Signatures - -------------------------------------------------------------------------------- ICP Telekom - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Date - -------------------------------------------------------------------------------- Signature - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICP Telekom - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Date - -------------------------------------------------------------------------------- Signature - -------------------------------------------------------------------------------- 21 (21) Interconnection Contract with FirstMark Confidential ANNEX C TEST Page 1 Interconnection Contract with FirstMark Confidential INTRODUCTION Inter-operability tests are a fundamental element to ensure safety of network operation, the maintenance of network integrity and its functionality. By the mutually carried out inter-operability tests [comprising conformance test, compatability test, inter-operability proof in the effective network (IOP-NW)], the contract parties ensure for their technical equipment interconnected via ICAs that the specifications agreed upon and their networks are not affected. 1 DUTIES TO COOPERATE Both contract parties mutually undertake to cooperate for a successful completion of the inter-operability test. This does include the active cooperation by the contract parties' test personnel concerning preparation of test lists and documents that are relevant for the test, the order and provision of a test connection in time, the active cooperation during the execution of the test and evaluation of the results (especially regarding the agreement of the test report and elimination of malfunctions). 2 OCCASIONS FOR TESTS 2.1 FIRST INTERCONNECTION When the telephone networks of the contract parties are interconnected for the first time, the WHOLE technical equipment (system type) used by the contract parties at the network interworking are subject to the inter-operability test procedures described under item 3 ff. of this contract. 2.2 FUTURE MODIFICATION MEASURES The contract parties undertake to inform the other party via the contact persons indicated under item 6 about modification measures at their technical equipment at the network interworking, if they are interface-relevant, and to achieve a mutual agreement on the scope of test measures required for the implemented changes. An unrestricted effective operation for these modifications should be started only after the agreed test procedures have been finished successfully. Page 2 Interconnection Contract with FirstMark Confidential 2.2.1 HARDWARE CHANGES Basic, interface-relevant hardware changes at the technical equipment at the network interworking require inter-operability tests. Especially the implementation of new systems at the network interworking that were not tested at the first interconnection of the telephone networks (other manufacturer, system type/product variant, system version) requires the full scope of procedures described under item 3 ff. below. 2.2.2 SOFTWARE CHANGES Basic, interface-relevant software changes at the technical equipment at the network interworking that do influence the call process, the control of ISDN features or the acquisition of billing data, are subject to inter-operability tests. 2.2.3 CHANGES OF ARRANGED SERVICES OR OF SERVICE FEATURES If the performance offer shall be extended between the contract parties by changing the arranged services and/or ISDN features with signalling relevance at the network interworking, inter-operability tests must be carried out for the changed services. 3 INTER-OPERABILITY TESTS The inter-operability test is a three-stage test procedure consisting of a conformance test, a compatability test (in test network) and the inter-operability proof in the effective network (IOP-NW). 3.1 CONFORMANCE TEST The conformance test carried out prior to the compatibility test (interconnection of the test networks) according to section 3.2 checks whether the technical equipment does support all essential functions important for the interconnection or whether there is a malfunction existing that is in conflict with an interconnection. As for the technical assessment of the conformance, both contract parties are obliged to make conformance test reports available according to item 3.1.1 for their technical equipment used at the network interworking. Page 3 Interconnection Contract with FirstMark Confidential 3.1.1 CONFORMANCE TEST REPORT ACCORDING TO ITU-T For conformance assessment, both contract parties will provide a complete conformance test report for the compliance with the interface specification according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS and the services and ISDN features supported at the interface according to ENCLOSURE C - SERVICE PORTFOLIO in correspondence with the current ITU-T/ETSI standards for validation/conformance testing of white paper implementations. These are in detail for the - - Message Transfer Part Level 2 (MTP L2): ITU-T Q.781 - - Message Transfer Part Level 3 (MTP L3): ITU-T Q.782 - - ISDN User Part (ISUP): ITU-T Q.784 or ETSI Final Draft prETS 300 356- 31 to 36 In case functions of other application- and/or user parts are agreed upon in future, the special test standards of ITU-T and/or ETSI do apply. The interface specification agreed upon according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS is decisive. The conformance report comprises the following documents: SYSTEM CONFORMANCE TEST REPORT (SCTR) including the respective confirmations which standards are supported by the technical equipment at the network interworking, the identification (manufacturer, system type / product variant, system version) of the system under test (SUT). PROTOCOL CONFORMANCE TEST REPORT (PCTR) for the respective tested protocol including the special information about the implementation under test (IUT). TEST CAMPAIGN REPORT as a list of results of all test procedures with entries in the relevant columns. Especially - - the non-performance of test cases is to be marked and reasoned, - - failed tests are to be marked with the result Fail and explained. CONFORMANCE-LOGS as a record of the interface data during the conformance tests. Page 4 Interconnection Contract with FirstMark Confidential 3.2 COMPATIBILITY TESTS Compatibility tests are based on the ITU-T standardized, current test lists for conformance/validation- and compatibility testing. The test lists valid are in detail (corresponding to Annex 1 to this Annex): - - Message Transfer Part Level 2 (MTP L2): ITU-T Q.781 - - Message Transfer Part Level 3 (MTP L3): ITU-T Q.782 - - ISDN User Part, Basic Call (ISUP): ITU-T Q.784 - - ISDN User Part, Supplementary Services (ISUP): ITU-T Q.788 In addition to the above mentioned standards, the test lists are supplemented by the contract parties by further points regarding the national and network specific particularities (e.g. emergency right, portability of dial numbers, selection of connection network provider). Tests to be carried out due to future modification measures (according to item 2.2) are generally based on the respective current international ITU-T and/or ETSI test standards. If such standards are not available, test specifications of national groups (e.g. the working team ,,Technical and operating questions of numbering and network interconnection") are taken or suitable test procedures are mutually created by the contract parties. As an alternative to the compatibility test described under item 3.2.1 to 3.2.5, compatibility may also be proved by presenting a manufacturer's certificate. That certificate must contain a) a test report according to item 3.2.5 for a technical equipment of the same product and b) the manufacturer's guarantee that all interface-relevant elements of the technical equipment are identical with those for which a test report mentioned under a) has been created and thus, they will lead to an identical test result. In addition, the hardware and software designations of the technical equipment are to be stated in the test report format. Page 5 Interconnection Contract with FirstMark Confidential 3.2.1 TEST PREPARATION AND ARRANGEMENT OF A TEST DATE As a preparation for the compatibility test, the system data are exchanged between the contract parties. The relevant test cases are to be selected from the test lists, a test sequence plan to be prepared and the connection of the systems to be tested is to be arranged. The date for the compatibility test will be agreed upon by the contract parties. To do so, FirstMark will contact the Telekom contact partner indicated under item 6 to determine a test window. The test window offered by the Telekom is to be confirmed in writing by FirstMark within 7 calendar days. If a confirmed test window is cancelled later than 8 weeks prior to its beginning, the cancellation fees stated in ENCLOSURE D - PRICE are to be paid. 3.2.1.1 SYSTEM DATA The contract parties are obliged to exchange and to agree upon at least the following system data: - - signalling point codes (SPC) - - VNB- and TNB identification - - test dial numbers - - allocation of channels for central signalling channels (ZZK) - - number of useful channels and related circuit identification codes (CIC) - - test configuration MTP - - test configuration ISUP 3.2.1.2 TEST PERFORMANCE PLAN The contract parties undertake to create a test performance plan on the basis of the test lists under item 3.2. The test performance plan contains the following items: - - start and end of the compatibility tests - - locations of the exchange plants - - system data according to item 3.2.1.1 - - selected test cases - - contact persons Page 6 Interconnection Contract with FirstMark Confidential 3.2.1.3 REGISTRATION TESTS In addition to the scope of tests under item 3.2.1.2, the contract parties will also test the systems of call data collection. A mututal exchange of the collected billing data (communication data records) shall show possibly existing deviations in registration. Such deviations are usually caused by the different time acquisition methods implemented in the special exchange plants. Deviations of +/- 1 second per connection are generally the result. The data collected in the systems of the contract parties shall be evaluated for the following test connections: Duration less than or equal to 1 second Duration less than 1 minute Duration less than 15 minutes Duration greater than 15 minutes and < 30 minutes Duration greater than 60 minutes and < 120 minutes Duration greater than 24 hours (change of date!) 3.2.1.4 CONNECTION OF TEST NETWORKS For the connection of test networks, FirstMark must inform the Telekom 6 weeks prior to start of the test window for the compatibility test at the latest about the following: - - terminal of the test line - - contact partner for the test line - - address for invoice. The required quantity of standard fixed lines digital 2MU for the test procedure will be provided by the Telekom in accordance with the standard form contract conditions valid. The costs for these standard fixed lines are equally borne by the contract parties. 3.2.2 PERFORMANCE OF COMPATIBILITY TESTS In conformity with the requirements of a test lab, the contract parties undertake to operate the test systems and test devices with the validated software and hardware version valid for the intended interconnection. The contract parties are obliged to carry out the compatibility tests by competent specialized personnel in German language by efficiently using the normal working period. For details please see the test performance plan. Page 7 Interconnection Contract with FirstMark Confidential 3.2.3 CATEGORIZATION OF MALFUNCTION The detected malfunctions are categorized by the contract parties according to their development and effective area: CATEGORY 1 Effect of error: - - The error impede seriously further tests because it is not possible to use important functions. - - Registration tests: no comparable data are available. Consequences: - - Interruption of compatibility tests. - - Maybe a longer waiting time for a correction. Correction: Correction measures are to be arranged immediately. Comment: The first written comment is to be made within 24 hours, however, at the latest on the next working day. CATEGORY 2 Effect of error: - - Essential parts of the functions according to ITU-T standards cannot be used. - - Deviations of the call time of the registration test are greater than +/- 1 second. Correction: Correction of that malfunction is to be effected until the start of the inter-operability proof in the effective network at the latest. Comment: The first written comment is to be made within 7 calendar days. Page 8 Interconnection Contract with FirstMark Confidential CATEGORY 3 Effect of error: The provided functions according to ITU-T standards cannot be used completely. Correction: Correction of that malfunction is to be effected - - until the start of the unrestricted effective operation or - - after start of the unrestricted effective operation at the latest with the date to be agreed upon. Comment: The first written comment is to be made within 7 calendar days. CATEGORY 4 Effect of error: - - The provided functions according to ITU-T standards cannot be used completely. - - Only slight impeding, or the function is presently not being used/supported in one of the networks. Correction: Correction of that malfunction can be effected - - after start of the unrestricted effective operation with the date to be agreed upon or - - with the next software hub at the latest. Comment: The first written comment is to be made within 7 calendar days. Page 9 Interconnection Contract with FirstMark Confidential CATEGORY 5 Effect of error: The deviations from the standards do not have any direct effect on the protocol sequences or on functionalities of the interconnection services. Explanations and clarification of the problem are required. Comment: The first written comment is to be made immediately within 7 calendar days. After having clarified the situation it is determined whether a malfunction is concerned in the special case. That malfunction will then be assigned to the special category (1 to 4). 3.2.4 MALFUNCTION CONSEQUENCES Each contract party is responsible for the elimination/correction of the malfunctions occurring in his network. Serious malfunctions of category 1 that impede further tests or that cannot be corrected immediately, result in a test stop. In that case, the contract parties will agree upon a new test series and a test window according to item 3.2.1 to start the tests again. If one contract party does not provide the conformance test report of an accredited test lab, the other contract party reserves the right to stop the test procedure in case of complications during the compatibility tests caused by a lack of conformance. Resumption of the tests can then be made only after presentation of a conformance test report by an accredited lab. Serious malfunctions of categories 1 and 2 have to be corrected prior to the inter-operability proof in the effective network. The success of such correction is to be proved by new tests. Page 10 Interconnection Contract with FirstMark Confidential Apart from that, the following periods for elimination of malfunctions do apply: Error categories and periods for correction for the inter-operability tests: - -------------------------------------------------------------------------------- CATEGORY 1 2 3 4 5 - -------------------------------------------------------------------------------- Effect of Error Most of Provided Provided Explanations/ error impedes provided functions functions clarifications further functions cannot be cannot be are tests cannot be used used required seriously, used completely completely, no KDS (DELTA)t but no >+/- 1sec. direct negative effect - -------------------------------------------------------------------------------- Correction Immediately. Up to Prior to After beginning start of unrestricted of IOP in unrestricted effective effective effective operation network. operation with the or after date to be unrestricted agreed or effective with the operation next at the software latest hub at the with the latest. date to be agreed. - -------------------------------------------------------------------------------- First Next Within 7 Within 7 Within 7 Within 7 comment working calendar calendar calendar calendar day. days. days. days. days. - -------------------------------------------------------------------------------- Generally, the error is to be corrected as soon as possible. 3.2.5 TEST REPORT The test report documents all test results, especially the detected and categorized malfunctions as well as the requirement for repeated tests, if necessary. Agreement on the test report is made by the contract parties and the report is signed. It is regarded as a business secret of the contract parties. Disclosure to third persons is allowed only after written approval of both contract parties. 3.3. INTER-OPERABILITY PROOF IN THE EFFECTIVE NETWORK (IOP-NW) The inter-operability proof in the effective network serves for the stability check under real network conditions. It shall guarantee - after commissioning of new traffic relations (item 2.1 ,,First interconnection" and item 2.2.1 ,,Hardware changes") between two gateways - that connections can be established successfully. In case of modification measures according to item 2.2.2 ,,Software changes" nad item 2.2.3 ,,Change of arranged services or service features", the IOP-NW shall ensure that new services or ISDN features do not affect the effective operation already existing. Page 11 Interconnection Contract with FirstMark Confidential 3.3.1 ODZ FOR THE IOP-NW The IOP-NW is generally carried out at two OdZ that will mutually be selected by the contract parties. A prerequisite for the start of the IOP-NW is that FirstMark has realized the connection network for these OdZ. For the IOP-NW, two ICAs are required at each OdZ (as for ICAs variants ,,double support" two ICAs per VE:N). The necessary ICAs are ordered by FirstMark according to ANNEX B - ORDER / PROVISION. 3.3.2 TESTS IN THE IOP-NW 3.3.2.1 TEST PERFORMANCE PLAN FOR THE IOP-NW The contract parties will mutually make up a test performance plan for the IOP-NW, regulating among others the following details: - - selected OdZ in the IOP-NW (3.3.1) - - test dial numbers - - dates - - test points to be performed (3.3.2.2) Especially for preparation of the billing test, further details have to be agreed upon according to item 3.3.2.2.3: o ,billing test period', start date and duration (7 calendar days at least) o billing window within the ,billing test period' for comparison of the details o scope / quantity of KDS o data exchange 3.3.2.2 TEST STEPS IN THE IOP-NW Selection of the test steps is individually based on the service portfolio agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS. The following services and ISDN features will be performed between the terminal equipment in both telephone networks, or via the connection network of FirstMark, if FirstMark acts only as connection network carrier. The terminal equipment protocols offered in both telephone networks are to be combined. The following test steps are carried out for the arranged services and ISDN features: Page 12 Interconnection Contract with FirstMark Confidential 3.3.2.2.1 BASIC SERVICES o connections between terminal equipment in both telephone networks, in both directions each, including functional test of the selection of the connection network carrier and dial number portability. Here, the test connections of the following subscriber lines should be set up: - ANIS - ITR6 - DSS1 - GSM - line of analog origin 3.3.2.2.2 OPTIONAL / ADDITIONAL SERVICES o connections to the special services (e.g. information service, service 130) o international connections including selection of the connection network carrier and dial number portability. At all test connections, the connection time should not be under 3 minutes. 3.3.2.2.3 CHECK OF BILLING SYSTEMS Within the billing test period, daily values of each bill item (number of minutes and calls) are compared. Within a special billing window of max. 3 calendar days, a detailed comparison is made on the basis of the single call data. During that detailed comparison, no other tests may be carried out. After termination of the billing test period, each contract party will provide its daily values and toll ticketing within 14 calendar days to the other party. The contract parties compare the values within 14 calendar days and in cases of possible deviations, they will try to achieve a mutual clarification. Within the frame of a closing discussion, the results of the test, deviations and causes are logged and made available for the preparation of the stability report according to section 3.3.5. In case it is not possible to clarify deviations that endanger correct billings, a new billing test is to be performed. Page 13 Interconnection Contract with FirstMark Confidential 3.3.3 CATEGORIZATION OF MALFUNCTION The detected malfunctions are categorized by the contract parties according to their development and effective area: CATEGORY 1 Effect of error: The error is serious because it is not possible to use important ICAs functions, especially, if no billing data are existing. Consequences: - - Interruption of the inter-operability proof, disconnection of networks, if required. - - Maybe a longer waiting time for a correction. Immediate measures: Measures to correct the error are to be taken during and outside the normal business hours (24 hours service). Correction: Corrective measures are to be taken immediately. The malfunction has to be neutralized as quickly as possible. Correction period is 30 calendar days. Comment: The first written comment is to be made within 24 hours, however, on the next working day at the latest. CATEGORY 2 Effect of error: Essential parts of the functions according to the ITU-T standards cannot be used, deviations from the billing tests are >1% of the call minutes. Immediate measures: Measures to correct the error are to be taken during the normal business hours, however, on the next working day at the latest. Correction: The malfunction is to be corrected until the start of the unrestricted effective operation. The period is 30 calendar days. Comment: The first written comment is to be made within 7 calendar days. Page 14 Interconnection Contract with FirstMark Confidential CATEGORY 3 Effect of error: Provided functions according to the ITU-T standards cannot be used completely. Correction: The malfunction is to be corrected until the start of the unrestricted effective operation with the date to be agreed upon. The period is 60 calendar days. Comment: The first written comment is to be made within 7 calendar days. CATEGORY 4 Effect of error: - - Provided functions according to ITU-T standards cannot be used completely. - - Only slight impeding. Correction: That malfunction can be corrected either - - after start of the unrestricted effective operation with the date to be agreed upon (period is 90 calendar days) or - - with the next software hub at the latest. Comment: The first written comment is to be made within 7 calendar days. 3.3.4 MALFUNCTION CONSEQUENCES Each contract party is responsible for the elimination/correction of the malfunctions occurring in his network. Serious malfunctions of category 1 impeding the restricted effective operation or which cannot be corrected immediately, result in a stop of the IOP-NW or in a disconnection of the networks, if required. Other serious malfunctions of categories 1 and 2 have to be corrected prior to the unrestricted effective operation. The success of such correction is to be proved by new tests, in the test network or, if required by the type of malfunction, in the effective network. Page 15 Interconnection Contract with FirstMark Confidential Apart from that, the following periods for elimination of malfunctions do apply: Error categories and periods for correction for the inter-operability tests in the effective network: - -------------------------------------------------------------------------------- CATEGORY 1 2 3 4 - -------------------------------------------------------------------------------- Effect of Important Essential Provided Provided error functions parts of functions functions cannot be provided cannot be cannot be used, error functions used used seriously cannot be comletely comletely, impedes used, but no direct further test deviation in negative procedure, no billing test effect billing data >1% of call existing. minutes. - -------------------------------------------------------------------------------- Correction Immediately. Until Prior to After beginning of start of effective effective effective operation operation at operation with the date the latest or after to be agreed effective or with the operation next software at a hub at the binding latest. date. - -------------------------------------------------------------------------------- First Next working Within 7 Within 7 Within 7 comment day. calendar days. calendar calendar days. days. - -------------------------------------------------------------------------------- Generally, the error is to be corrected as soon as possible. 3.3.5 STABILITY REPORT The stability report documents all results of the IOP-NW, especially the detected and categorized malfunctions. The stability report is mutually prepared, agreed upon and signed by the contract parties. At the end of the IOP-NW, the contract parties have to agree in the stability report upon the following points: o Requirement and, if required, date for additional tests. o Dates for the correction of other detected malfunctions. The test procedure ends with the positive termination of the IOP-NW - i.e. all malfunctions of category 1 and 2 have been corrected in the opinion of both contract parties. Page 16 Interconnection Contract with FirstMark Confidential 4 BEARING THE COSTS Costs for test stops and additional tests to be performed due to accepted malfunctions are to be borne by that contract party being responsible for the malfunction. If the malfunction is caused by both parties, the costs will be equally shared. Obligation to bear the costs is limited to a maximum of 100,000.- DM per test stop. The costs are calculated per cancelled test day with a daily lump sum of 5,000.- DM. Except the costs for cancellation of test windows (3.2.1), test stops and additional tests (para. 1, p. 1), costs for the transmission route (3.2.1.4) as well as for the connections established during the IOP-NW, there will not be any mutual charging of costs. 5 LIABILITY In addition to the main part referring liability, the following rules do apply for liability during the test procedures: For events causing damages that result from the nature of the test procedure, the contract parties exclude the mutual liability. With the positive termination of the IOP-NW, both contract parties have proved the prerequisite for a release of an unrestricted effective operation on the basis of the tested components. It is not possible to claim damages from the test result in the case of malfunctions in the unrestricted effective operation. Page 17 6 CONTACT PERSONS The contract parties appoint the following contact persons for the test procedures: 6.1 TELEKOM CONTACT PERSON Mr. Ulrich Harzen Postal address and telecontacts: Niederlassung 1 Dusseldorf Support Center - Interconnection-Test Hellersbergstr. 35 41460 Neuss Tel.: (02 11) 8 85 - 1 86 01 Fax: (02 11) 8 85 - 1 86 09 6.2 FIRSTMARK CONTACT PERSON [Name] Postal address and telecontacts: Tel.: Fax: Page 18 Interconnection Contract with FirstMark Confidential ANNEX D OPERATION Page 1 Interconnection Contract with FirstMark Confidential LIST OF CONTENTS 1 INTRODUCTION 3 2 PREREQUISITES TO START AN UNRESTRICTED EFFECTIVE OPERATION 3 3 CONTACT PERSONS 3 4 OPERATION 4 4.1 How to treat plannable measures that (disconnections, software change, 4 maintenance activities etc.) 4.2 Reporting procedure in case of non-compliance with the network 5 transmission probability 4.3 Traffic management measures 5 4.4 Measuring methods to check the threshold value according to Part 1 of 6 the ENCLOSURE C - SERVICE PORTFOLIO 5 FAILURE MANAGEMENT 7 5.1 Types of failure and options for interference suppression 7 5.2 Reporting procedure for unforeseeable failures 7 5.3 Agreements on support during trouble shooting and fault elimination 7 6 TEST CONNECTIONS 7 7 NETWORK SAFETY 8 7.1 Blocking of destinations, services and features that have not been 8 agreed 7.2 Protection of networks (forced separation) 8 7.3 Clearing up of manipulations 8 8 PUBLIC SAFETY 9 9 ESCALATION PROCEDURE 9 9.1 Escalation steps 9 9.2 Starting the escalation procedure 9 9.3 Continuation of the escalation procedure 10 9.4 Escalation periods 10 Page 2 Interconnection Contract with FirstMark Confidential 1 INTRODUCTION This annex is the basis for the operational arrangements for the Interconnection Contract between the Telekom and FirstMark. 2 PREREQUISITES TO START AN UNRESTRICTED EFFECTIVE OPERATION The Telekom informs FirstMark about the time of providing the network interworking. From that time on, the telephone network of FirstMark can be connected at the OdZ with the telephone network of the Telekom. Prerequisite for a start of an unrestricted effective operation is the performance and successful termination of the test procedures described in ANNEX C - TEST as well as the start-up test described in ANNEX B - ORDER / PROVISION. 3 CONTACT PERSONS Each contract party appoints a central reporting office, manned for 24 hours a day. It is only these reporting offices that execute the recording procedure for the operational information exchange. Requirements on the reporting office: 1. Available around the clock (under the same call number); 2. Manned with personnel that is qualified for the receipt/acceptance of failure reports: 3. Business language is German; 4. Seat of reporting office is in Europe. The special reporting offices are listed in ANNEX H - CONTACT PERSON. Page 3 Interconnection Contract with FirstMark Confidential 4 OPERATION 4.1 HOW TO TREAT PLANNABLE MEASURES THAT (DISCONNECTIONS, SOFTWARE CHANGE, MAINTENANCE ACTIVITIES ETC.) Both contract parties are obliged to report plannable measures at ICAs in their sphere of responsibility (section between network interworking exchange office and contract relevant interchange point = NU) or at the network interworking exchange offices. The contract parties' obligation of informing each other does also comprise every plannable measure in the respective telephone network of the contract parties that might have interface relevant consequences. 4.1.1 REPORTING PROCEDURE AND PERIODS The following periods for execution of plannable measures are determined: o daily from 3:00 to 5:30 o'clock o on every first Sunday of a month for extensive work which cannot be finished within the daily periods. The report must include: o person in charge of the reporting person, including telephone and fax number; o complete line designations or name of the IC-VE:N / GW names (VstKNo.) (please compare order data); o reference (disconnection number); o start time of planned activity (date and time); o probable duration of the planned activity; o data referring to changes and disconnections; o expected effects on the performances agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS. Report is made by means of a reporting form for plannable measures (enclosure 1), first by telefax to the reporting office mentioned in item 3. Both contract parties inform each other about plannable activities. Report about such an activity is to be made in time, however, at least five working days prior to the scheduled start date of that activity. In case one of the contract parties does have justified objections against a plannable measure announced that way, a bilateral agreement is to be made between both contact persons within two working days from receipt of the telefax, under consideration of the justified interests of both contract parties. The contract parties confirm the receipt of the report about a plannable activity. If no further reaction to an announced plannable activity is noted within one working day, it is regarded as accepted by the contract parties. Page 4 Interconnection Contract with FirstMark Confidential In case the period of five working days prior to start of a plannable measure cannot be met due to the urgency of the measure, a bilateral discussion betweeen the contract parties should take place with the aim of achieving an agreement. 4.1.2 FUNCTIONAL TESTS If the contract parties request functional tests after termination of the plannable measure, covering also the telephone network of the other contract party, such tests are to be registered at the reporting office mentioned under item 3 along with the announcement of the plannable measure. The contract parties will immediately do their best to achieve an agreement about the desired functional tests. 4.2 REPORTING PROCEDURE IN CASE OF NON-COMPLIANCE WITH THE NETWORK TRANSMISSION PROBABILITY The network transmission probability (NDW) is continuously checked by the Telekom. Should FirstMark have the justified presumption that the actual transmission probability is considerable under the agreed value, he is entitled, by presenting his own measuring results, to demand a proof within 4 weeks. Report is to be made to the reporting office mentioned under item 3, by enclosing own measuring results, first of all by telefax. 4.3 TRAFFIC MANAGEMENT MEASURES To eliminate or avoid a bottleneck (e.g. by repression or dynamic overload) in the traffic handling within the telephone networks of the respective contract parties and between these telephone networks, the contract parties are entitled to monitor the traffic and to take traffic management measures, if required. The contract parties undertake to inform each other about such traffic management measures that influence traffic portions of the other contract party. The contract parties undertake to provide suitable measures and tools for detection and elimination of bottleneck situations. This does especially apply to mass calls outside the mass calls to fixed destinations (please see chapter 10.1 of the specification ,,Handling of mass traffic"). The contract parties undertake to meet in case of mass calls to fixed destinations, the call rate upper limits at the network interfaces according to the specification ,,Handling of mass traffic" passed by the AKNN (Working team ,,Technical and operating questions of numbering and network interconnection"). Exception according to chapter 11.2 of the mentioned specification is only valid, if agreed upon in the individual case by both contract partners. Page 5 Interconnection Contract with FirstMark Confidential 4.3.1 TRAFFIC MEASUREMENT PARAMETER The contract parties will support each other with problems during traffic handling by means of a suitable selection of the following traffic measurement parameters: Traffic measurement parameters are: o erlang values; o scattering values; o BHCA; o CAPS; o ASR; o tariff time windows; o daily traffic curves; o MABEZ (mass calls to fixed destination) detection. 4.4 MEASURING METHODS TO CHECK THE THRESHOLD VALUE ACCORDING TO PART 1 OF THE ENCLOSURE C - SERVICE PORTFOLIO In order to determine whether threshold values are exceeded, traffic measurements are carried out. Here the total traffic of the interconnection services agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS is measured per OdZ as follows: The traffic is measured over nine successive days each, starting on a Saturday over five working days as well as two Saturdays and two Sundays. One average value each is determined according to ITU (Time-Consistent Busy Hour -TCBH - according to ITU-T recommendation E.500) for these days based on quarter-of-an-hour values. The highest average value for one coherent hour between 09:00 and 21:00 o'clock is to be used for the determination of a threshold value excess (busy hour). Afterwards, the traffic intensity determined by the highest average value is distributed on the basic catchment area allocated to the respective OdZ. This is done on the basis of at least 200 call attempts. The traffic intensity is to be reduced by that portion of connections within the frame of the interconnection services inquired by FirstMark, which is transferred by FirstMark (to geographical and non-geographical call numbers) close to source or (to geographical call numbers) close to destination. This is the case, when the source or the destination of the connections is in that basic catchment area of the OdZ where the traffic measurement is carried out. A threshold value is exceeded, when the traffic intensity for the traffic from and to the respective basic catchment area exceeds 48.8 erlang. Page 6 Interconnection Contract with FirstMark Confidential 5 FAILURE MANAGEMENT 5.1 TYPES OF FAILURE AND OPTIONS FOR INTERFERENCE SUPPRESSION The types of failure and options for interference suppression are described in ENCLOSURE E - QUALITY. 5.2 REPORTING PROCEDURE FOR UNFORESEEABLE FAILURES If a contract party detects failure of an ICAs in his own sphere of responsibility, he is obliged to report this immediately to the reporting office of the other contract party indicated in item 3. Reporting is done by means of the reporting form for failures (enclosure 2), first by telefax, to the reporting office indicated in item 3. The report must include at least: o reference (failure number); o telephone/fax number; o person in charge; o date and time of failure; o complete line designation; o detailed description of failure. Elimination of acute failures can result in unforeseeable termination of operation. In such cases, the contract party will be informed immediately. 5.3 AGREEMENTS ON SUPPORT DURING TROUBLE SHOOTING AND FAULT ELIMINATION The contract parties will support each other free of charge during trouble shooting and fault elimination at an ICAs, if required, to an appropriate extent. If such a support during trouble shooting and fault elimination is not granted, the delays resulting from that will not be calculated as failure time. 6 TEST CONNECTIONS Test connections can be agreed upon between both contract parties in the unrestricted effective operation, by means of which a representative cross section of all configurations existing in the telephone network (types of connection and agreed features) can be checked. Page 7 Interconnection Contract with FirstMark Confidential 7 NETWORK SAFETY 7.1 BLOCKING OF DESTINATIONS, SERVICES AND FEATURES THAT HAVE NOT BEEN AGREED The contract parties have to take care that no traffic to non-agreed destinations or services or with non-agreed features is transferred to the telephone network of the other contract party at the network interworkings. Destinations, services and features not agreed upon are those ones, for which the contract parties did not arrange an access according to ANNEX G - MUTUAL PERFORMANCE RELATIONS. 7.2 PROTECTION OF NETWORKS (FORCED SEPARATION) One cannot exclude completely that problems within a connected telephone network will have a negative effect on the network interworking exchange office or the telephone network of the other contract party behind it. Each contract party is entitled in that case, and in cases where the measures to fulfill the basic requirements according to item 19 of the Interconnection Contract main part are not fulfilled, to arrange a forced network separation as the last mean, after thorough consideration on circumstances, effects and consequences. This is either done by configuration measures in dialog with the exchange office or by separation of transmission routes. The other contract party has to be informed immediately about that, in accordance with the reporting procedure for unforeseeable failures described under item 5.2. 7.3 CLEARING UP OF MANIPULATIONS The contract parties offer each other their performances regarding possible manipulations according to ENCLOSURE C - SERVICE PORTFOLIO at usual safety standards of their respective telephone network and undertake to support each other with clearing up of such manipulations. Should a contract party have the justified presumption that the arranged performance is affected by manipulations, especially by interference add-ons in the telephone network of the other party, he may, by giving a report to the reporting office mentioned under item 3, demand from the other contract party to clear up the manipulations. In that case, the other contract party will immediately carry out investigations to the extent he regards as appropriate. If no verifiable manipulations are found out, the costs resulting are to be borne by that contract party that has arranged the investigation. Page 8 Interconnection Contract with FirstMark Confidential 8 PUBLIC SAFETY If official directives or public safety do require a partial or complete end of operation, the contract parties will inform each other immediately according to the reporting procedure for unforeseeable failures described under item 5.2. 9 ESCALATION PROCEDURE 9.1 ESCALATION STEPS In case that it is not possible to comply with the procedures for reporting and settlement of plannable activities (item 4.1) and failures (item 5) as well as reporting of non-compliance of the network transmission probability (item 4.3), the contract parties agree upon the following escalation steps via which an escalation can be carried out, if required. Telekom FirstMark (1. HEAD OF REPORTING OFFICE) (1. ) (2. RESPONSIBLE GROUP EXECUTIVE) (2. ) (3. RESPONSIBLE HEAD OF DEPARTMENT) (3. ) On each escalation step, the contract parties will do their best to come to an agreement. If no agreement can be achieved, the next escalation step can be started by means of the procedure described under item 9.2 and 9.3 and within the periods mentioned under item 9.4. 9.2 STARTING THE ESCALATION PROCEDURE Each contract party can initiate the escalation procedure - under the prerequisites mentioned under item 9.1 - by sending an escalation note from the head of his central reporting office to the head of the central reporting office of the other contract party (1. escalation step). The escalation note can be sent by fax, telephone or e-mail and must contain not only the original report but also the detailed listing of those items for which the normal procedure could not be complied with, that's to say for which the contract parties could not come to an agreement. Page 9 Interconnection Contract with FirstMark Confidential 9.3 CONTINUATION OF THE ESCALATION PROCEDURE If the contract parties do not achieve any agreement on escalation step 1, each party has the right to initiate escalation step 2. To do so, a note has to be sent to the other party's contact person appointed for escalation step 2. This can be done either by telefax, telephone or e-mail and must contain not only the items stated under 9.2 but also the reasons for the failure on the first escalation step. In case an agreement cannot be achieved on the 2. escalation step, each contract party can start escalation step 3. The regulations from escalation step 1 to escalation step 2 apply accordingly. 9.4 ESCALATION PERIODS The following periods are valid for the initiation of escalation steps: - -------------------------------------------------------------------------------- EVENTS 1. ESC. STEP 2. ESC. STEP 3. ESC. STEP - -------------------------------------------------------------------------------- Plannable 2 working days 4 WD after first 5 WD after first activities (WD) after first report report report - -------------------------------------------------------------------------------- Plannable after exceeding 10 hrs after 18 hrs after activities not the deadline exceeding the exceeding the carried out acc. deadline deadline to schedule - -------------------------------------------------------------------------------- Expiry of the 2 hrs after 10 hrs after 18 hrs after max. interference expiry of the expiry of the expiry of the suppression max. max. max. period acc. to interference interference interference ENCL. E - QUALITY suppression suppression suppression period period period - -------------------------------------------------------------------------------- Determination 1 week after 2 weeks after 4 weeks after regarding NDW is exceeding the exceeding the exceeding the not supplied acc. period period period to schedule - -------------------------------------------------------------------------------- Page 10 Interconnection Contract with FirstMark Confidential ENCLOSURE 1 REPORTING FORM FOR PLANNABLE ACTIVITIES Reported by: Fax confirmation: REPORTING OFFICE DEUTSCHE TELEKOM REPORTING OFFICE ICP Disconnection. no.: Process no.: Disconnection. no.: Fax no.: Fax no.: Tel. no.: Tel. no.: Person in charge: Person in charge: Date, time: Date, time: THE FOLLOWING LINES ARE AFFECTED BY DISCONNECTION: Order No. / Line key no. / ORDNR / ERW / End station a / End station B START: END: Connecting constr. measures Work at U-network Hardware Traffic relation Others Software (qualitative, quantitative) Remark: DATE FOR DISCONNECTION ACCEPTED YES NO Remark: Return information by: on: Page 11 Interconnection Contract with FirstMark Confidential ENCLOSURE 2 REPORTING FORM FOR FAILURES Reported by: Fax confirmation: REPORTING OFFICE DEUTSCHE TELEKOM REPORTING OFFICE ICP Failure no.: Failure no.: Fax no.: Fax no.: Tel. no.: Tel. no.: Person in charge: Person in charge: Date, time: Date, time: DECENTRAL OPERATION DEUTSCHE TELEKOM DECENTRAL OPERATION ICP Branch: Branch: Person in charge: Person in charge: Tel. no.: Tel. no.: Process no.: Process no.: LINE DESIGNATION Order number / Line key number / Ordinal number / Add. name End station A End station B START: END: DESCRIPTION OF FAILURE: RETURN INFORMATION failure at ICP failure at Telekom other failures no failure found Description: Enclosures First report Interm. report Final report Name: Name: Name: Date: Date: Date: Page 12 Interconnection Contract with FirstMark Confidential ANNEX E COLLOCATION Page 1 Interconnection Contract with FirstMark Confidential LIST OF CONTENTS 1 STANDARD COLLOCATION ROOM 3 1.1 Constructional features 3 1.2 Electrotechnical features 4 1.3 Handing-over of the room 4 2 RULES FOR ACCESS 5 3 RULES FOR USE 6 3.1 Use of the collocation room 6 3.2 Management of keys and equipment of the IZS 8 4 CABLE INLET AND CABLE ROUTING IN THE TELEKOM BUILDING 9 Page 2 Interconnection Contract with FirstMark Confidential 1 STANDARD COLLOCATION ROOM 1.1 CONSTRUCTIONAL FEATURES 1.1.1 The collocation room is a standardized, separate room that may be used by FirstMark on their own authority for installation and operation of transmission terminal equipment. 1.1.2 The collocation room is located in a multifunction room. The collocation rooms will be separated against the Telekom rooms according to fire resistance class F90 (DIN4102). 1.1.3 Standard area is 10 qm. 1.1.4 The collocation room has a minimum width of 2.5 m and a clear space height of 2.9 m. 1.1.5 The load capacity of the ceiling is max. 8 kN/qm. 1.1.6 The ceiling and the walls of the collocation room are smooth and painted in a light tone. The floor covering is resistant to mechanical load, slide blocking, antistatic and deriving. (DIN 54346). 1.1.7 The collocation room has a steel door (min. dimension 0.95 x 1.95) (T30) having a safety lock and will be equipped with an intelligent entry control system (IZS). 1.1.8 There is no window in the collocation room. If windows are existing in the danger zone, the outside windowpane does usually impede smashing (A1 to A3) and sometimes also breaking. Apart from that, the Telekom can take special safety precautions, if required, that will be charged to FirstMark separately. 1.1.9 There is no water supply in the collocation room. 1.1.10 The collocation room does not have any heater. Page 3 Interconnection Contract with FirstMark Confidential 1.2 ELECTROTECHNICAL FEATURES 1.2.1 The collocation room is equipped with the following electrical supply: - basic illumination at the ceiling, light switches, socket - low voltage supply (230/400 V, 50 Hz, 3kVA), locked in the interchange case - secured energy supply GEV (direct voltage, 60V; 1kW), uninterruptable (up to 2 hours after power failure), locked in the interchange case 1.2.2 The bottom half of the DS2Vt located in the collocation room, presents the interchange point. 1.2.3 The collocation room is connected to the existing earth connection system of the Telekom FPE (Funktion Potential Erde = function potential earth). 1.2.4 The climate model R12 according to DIN50019, part 3 or ETS 300019-1-3, part 1-3, environmental class 3.1, is valid for the collocation room. For the RLT plant, a dissipation power of 1kW per room is taken into consideration. 1.3 HANDING-OVER OF THE ROOM The collocation room as well as the code cards and the keys are handed over to FirstMark within the frame of a local inspection. An acception certificate is prepared that is to be signed by both contract parties. With that, also the rules for the resident are accepted. Page 4 Interconnection Contract with FirstMark Confidential 2 RULES FOR ACCESS 2.1 The outer doors of the building with a collocation room impede burglary and are equipped with an intelligent entry control system (IZS), if allowed by the technical and operational possibilities. 2.2 The collocation room can be reached by FirstMark in correspondence with the local conditions only by the existing routes within the building (stairs, floors). 2.3 FirstMark can enter the collocation room any time. 2.4 Apart from the access to the collocation room, FirstMark has admission only to the nearest toilet. FirstMark has no entry to the other rooms or technical equipment in the building. 2.5 FirstMark ensures that only personnel authorized by him can enter the building and the collocation room, as far as required within the operational scope. 2.6 FirstMark ensures that the personnel authorized by him can prove its identity by an admission card with photograph, company name and name of the person. This card is to be worn visibly during their stay in the Telekom building. The Telekom reserves the right to make legitimation controls. 2.7 FirstMark will allow only those persons to enter the collocation room and the Telekom building that have to do work within the scope of establishment and operation of the equipment inside the collocation room. 2.8 FirstMark permits the Telekom the access to the collocation room during the control inspections of the building, building maintenance and repair of the technical building equipment, during cleaning as well as during limitation and elimination of failures. The Telekom has to announce FirstMark a planned access in time. In cases of acute danger, especially for the purpose of fast elimination of operational breakdowns, the Telekom may enter the collocation room of FirstMark any time (caretaker function). 2.9 All activities in the Telekom building up to the interchange point will be carried out exclusively by the Telekom or by third parties authorized by the Telekom. Page 5 Interconnection Contract with FirstMark Confidential 3 RULES FOR USE 3.1 USE OF THE COLLOCATION ROOM 3.1.1 It is not allowed to use the collocation room for other purposes than those absolutely necessary for the interconnection of the telephone networks between the Telekom and FirstMark without the prior approval by the Telekom. 3.1.2 FirstMark is not entitled to change constructional features of the collocation room. 3.1.3 Building maintenance and repair of the technical building equipment is exclusively executed by the Telekom or by third parties authorized by the Telekom. 3.1.4 Building maintenance and basic repair work inside the collocation room is exclusively executed by the Telekom or by third parties authorized by the Telekom after agreement with FirstMark. 3.1.5 The collocation room will be cleaned by cleaning personnel instructed by the Telekom according to instructions by the Telekom for engineering rooms at the expense of FirstMark. 3.1.6 Depending on the local conditions, FirstMark can rent parking spaces at a fee to be agreed upon. 3.1.7 The Telekom is entitled to move the collocation room inside the building. In such cases, FirstMark is to be informed about the planned moving at least 12 months before. All measures that become necessary in connection with the moving of the collocation room will be arranged with FirstMark under consideration of the operational requirements. 3.1.8 The costs arising for FirstMark due to the moving of the collocation room inside the building, especially the costs for moving of the transmission terminal equipment and the transmission routes for this terminal equipment, will be borne equally by the Telekom and FirstMark. 3.1.9 The Telekom is entitled to move the collocation room into another building, if the exchange plant with network interworking function of the Telekom telephone network is moved for operational reasons. FirstMark is to be informed about the planned moving of the collocation room at least 12 months before. All measures that become necessary in connection with the moving of the collocation room will be arranged with FirstMark under consideration of the operational requirements. Page 6 Interconnection Contract with FirstMark Confidential 3.1.10 The costs arising for FirstMark due to the moving of the collocation room inside the building, especially the costs for moving of the transmission terminal equipment and the transmission routes for this terminal equipment, will be borne equally by the Telekom and FirstMark 3.1.11 FirstMark is not allowed to operate transmission equipment in the collocation room that do interfere exchange or transmission equipment of the Telekom or do affect operation of the same. The limit values and specifications regarding interference emission and interference immunity according to the latest state of technique are to be met. 3.1.12 The use of mobile telephones having a transmission power of more than 2 watt inside the collocation room and the Telekom building is prohibited. 3.1.13 FirstMark has to see to it that the persons authorized to access will observe the resident rules and the Telekom safety instructions. 3.1.14 FirstMark is obliged to report immediately all damages and failures inside the collocation room that could imply a danger potential for the building and the technical equipment of the Telekom. 3.1.15 FirstMark ensures that the dissipation power of all technical equipment operated in the collocation room is kept limited to max. 1 kW. The Telekom has the right to take measurements once a year for determination of the sum dissipation power. Page 7 Interconnection Contract with FirstMark Confidential 3.2 MANAGEMENT OF KEYS AND EQUIPMENT OF THE IZS 3.2.1 The Telekom provides FirstMark with max. 3 keys or codecards. 3.2.2 FirstMark is not allowed to procure further keys or code cards. Keys and code cards not required are to be returned immediately to the Telekom. 3.2.3 When the collocation room is cancelled, FirstMark has to hand over all keys and code cards to the Telekom at the room transfer. 3.2.4 FirstMark informs the Telekom immediately about the current contact person responsible for the management of keys. 3.2.5 FirstMark is obliged to take all keys and code cards into the key management and to document every handing out and return of keys or code cards. FirstMark has to document those persons that have locking means to the buildings of the Telekom. Such documents are to be kept at least 1 year. 3.2.6 When FirstMark hands over keys and code cards, the persons getting the key or code card are informed about the safety instructions of the Telekom regarding the handling of keys and code cards. These instructions are to be accepted with the key transfer. 3.2.7 The keys and code cards provided FirstMark by the Telekom shall not be marked with data regarding the position of the building where the collocation room is located. 3.2.8 FirstMark is obliged to protect the keys and code cards transferred to him against loss and to keep them in a way that unauthorized persons cannot come into the possession of the same. 3.2.9 FirstMark will inform the Telekom immediately about the loss of a code card or a key, indicating the circumstances of the loss (time, place, sequence of events) for an assessment of the resulting risks. 3.2.10 If a key or a code card gets lost, FirstMark will be charged separately with all costs resulting from that. Page 8 Interconnection Contract with FirstMark Confidential 4 CABLE INLET AND CABLE ROUTING IN THE TELEKOM BUILDING 4.1 The inter-building section up to the last cable chamber in the public area in front of the collocation room is realized independently by FirstMark. The routing of cables from that cable chamber to the collocation room including the cable routing inside the Telekom building will be realized by the Telekom. FirstMark is entitled to have entered max. 2 cables - one cable with an outer diameter of max. 18 mm and one cable with an outer diameter of max. 24 mm - into the Telekom building. 4.2 Free ducts (exit side) are used for the entrance of the cable from the cable chamber of the Telekom into the cable distribution cellar. 4.3 Depending on the technical and operational possibilities, the cable routing will be realized in the Telekom route to the cable distribution cellar without any splice. 4.4 The cable of FirstMark will be identified at all visible points from the routing in the Telekom route on as follows: o name of FirstMark o indication,,cable no. 1" and/or o indication,,cable no. 2" 4.5 If required for constructional reasons, transition within the building (cable distribution cellar) from the outside cable to inside cable (splice) is made. The Telekom guarantees the following attenuation values for the splice: = 0.06 dB for the same cable = 0.1 dB for different cables 4.6 Cable routing depends on the local conditions. The FirstMark cables and the Telekom cables will be routed separately, if possible. The cable routing will be determined mutually with FirstMark prior to routing during a local inspection. After termination of such work, a protocol is prepared to be signed by the Telekom and FirstMark. This certificate confirms the correct execution of the work and the proper function of the cables. 4.7 Further details regarding the constructional design depend on the local conditions, under consideration of the above mentioned items. Page 9 Interconnection Contract with FirstMark Confidential 4.8 When establishing the route for the first time, FirstMark will provide the Telekom for the routing within the building with a cable with halogen-free sheath including the special installation material (cable clamps, underground conduit, sleeves, splice material) as well as with a detailed technical description of the cable to be used for the routing. If the Telekom suffers a damage due to the non-provision of that material, FirstMark is liable for damages. 4.9 During installation, FirstMark is obliged to put specialized personnel to support the Telekom assembly personnel in the end stations for control purposes at his own expenses. 4.10 If modification measures are necessary within the routing instructed by the Telekom and if such measures require installation/moving of FirstMark cables, then FirstMark has to provide the cable and the necessary material. The costs resulting from that for FirstMark will be borne equally by FirstMark and the Telekom. Assembly is carried out by the Telekom. If the Telekom suffers a damage due to the non-provision of that material, FirstMark is liable for damages. 4.11 During the modification period instructed by the Telekom, FirstMark is obliged to put specialized personnel to support the Telekom assembly personnel in the end stations for control purposes. The costs resulting from that for FirstMark will be borne equally by FirstMark and the Telekom. 4.12 As for modification measures instructed by third parties (building authorities), items 4.9 and 4.10 apply by analogy with that. 4.13 Modification work is carried out by the Telekom only on agreement with FirstMark. Downtimes due to constructional measures are to be minimized. Page 10 Interconnection Contract with FirstMark Confidential ANNEX F ACCOUNTING Page 1 Interconnection Contract with FirstMark Confidential Annex F is divided into the parts A and B Part A: Accounting of the interconnection performances between the contract parties Part B: Objection procedure in case of invoice discrepancies for the performance of the service portfolio Here is the meaning of special terms within the Interconnection Contract: ACCOUNTING PERIOD means the period for submission of account for the connection services. Subject to any other agreement by the contract parties, the period is from the first day of a month, 0:00 o'clock until the last day of the same month, 24:00 o'clock. COMMUNICATION DATA RECORD (KDS) contains all information required for the zoning and tax metering of a connection service. It contains at least source and target dial number, start date, start time and duration. As for connection services falling into different accounting periods or tariff zones, a separate KDS is prepared for each accounting period and for each tariff zone. ARTICLE-/PERFORMANCE NUMBER Under an article-/performance number, a special performance or a special article is accounted (for example performance B.1 in tariff zone I in standard tariff corresponds to article-/performance number 68000). Page 2 Interconnection Contract with FirstMark Confidential A ACCOUNTING OF INTERCONNECTION PERFORMANCES BETWEEN THE CONTRACT PARTIES 1 If nothing else is agreed for performance O.6 (Shared-Cost-Services) in item 3, the contract party rendering the performance charges his services to the other contract party. Usually, the invoices do contain only those performances that are a part of this Interconnection Agreement. The prices charged to the contract parties can be calculated from ENCLOSURE D - PRICE. Further performances are invoiced separately. 2 The invoices contain the following information: - date of invoice (date of dispatch of invoice) - customer number (10-digit, identifies the customer from the sale's view) - posting account - telephone number for questions - invoice number - For billing of connection performances: - accounting period - per article-/performance number (e.g. per tariff zone and time): product text, number of calls, minutes of calls, net amount, unless there has a deviating agreement been made in item 3 - For billing of prices that are charged for one period or the single provision: - fixed line period - prices for provision - prices for fixed line - prices for single performances - V.A.T. rate per article-/performance number - V.A.T. per invoice (if required, classified according to different tax rates) - total amount to be paid. 3 If for performance O.6 (connections to Shared-Cost-Services) a negative invoice amount (please compare ENCLOSURE D - PRICE) does apply, this amount is charged by that contract party using the performance. Page 3 Interconnection Contract with FirstMark Confidential 4 In addition to the invoice, the consignee of the invoice will get an ,,Annex to invoice" for control purposes for the connection performances within one accounting period. That annex contains a break-down of the single invoice items for each OdZ. The following information is indicated in this order: per accounting period and per OdZ the ALNR (name of performance) with the product text, the number of call minutes and the number of calls. 5 Prices and/or performances that cannot be settled in time for the defined accounting period, have to be invoiced immediately with the next invoice. These prices and/or performances have then to be stated separately per accounting period. 6 The single KDS at the network interworkings will be deleted after evaluation and accounting under consideration of the valid data protection regulation. 7 Interests for late payment are invoiced in a separate bill stating the following: - date of invoice - debtor account number/ - invoice number - invoice date, invoice number, date of payment receipt and outstanding amount of the original invoices for which interest is to be paid - charged interest rate - charged interests - number of interest days - due date of the invoice for interests for late payment Page 4 Interconnection Contract with FirstMark Confidential 8 Consignee of invoice at Telekom: Telekom Niederlassung 2 CSB Kontokorrent Postfach 10 10 02 40001 Dusseldorf at FirstMark: Finanzen Herr Bernhard Olejok Uhlandstra(beta)e 179/180 10623 Berlin 9 Inquiries and objections to invoices between the contract parties a) According to step I of the escalation procedure in Part B at Telekom: Niederlassung 2 CSB Fakturierung Postfach 10 10 02 40001 Dusseldorf at FirstMark: Interconnection Herr Stephan Mundlein Uhlandstra(beta)e 179/180 10623 Berlin b) According to step II of the escalation procedure in Part B at Telekom: Zentrale Telekom Fachbereich F1B3 Postfach 2000 53105 Bonn at FirstMark: Interconnection Herr Stephan Mundlein Uhlandstra(beta)e 179/180 10623 Berlin Page 5 Interconnection Contract with FirstMark Confidential 10 These are the data to be entered in case of an objection to an invoice at issue: - customer number - date of invoice and invoice number of the invoice at issue - amount at issue - reason of complaint - documents as evidence for the correctness of the complaint (if possible, by means of a control list, corresponding to the,,Annex to the invoice") - suggestion of how to solve the problem Page 6 Interconnection Contract with FirstMark Confidential B OBJECTION PROCEDURE IN CASE OF INVOICE DISCREPANCIES FOR THE PERFORMANCE OF THE SERVICE PORTFOLIO 1 SCOPE OF APPLICATION 1.1 Discrepancies of invoices 1.1.1 Should there be a difference between the minutes of connection indicated in the invoice of one contract party and those minutes recorded by means of the control list of the other party, the following procedure will be applied, if a) there are discrepancies in invoices over a period of one accounting month in the amount of a difference of more than 1 % in total of the sum of minutes of connection and of more than 5 % for an article-/performance item; b) there are, independent of the restrictions of a), discrepancies over the period of one quarter pointing to a mistake in the account system or to a methodical error in invoicing. 1.1.2 Moreover, this procedure will also be applied for discrepancies in invoices that are not caused by minutes of connection to be queried. 1.1.3 Discrepancies in invoices that are not covered by items 1.1.1 and 1.1.2 cannot be asserted by the contract parties. 1.2 Failure of communication data acquisition system The following regulations shall apply, if in case of a failure of the communication data acquisition or the total accounting system of one contract party, an amicable settlement regarding the invoice amount cannot be achieved. 2 FORMAL ASSERTION Discrepancies in invoices are to be asserted as an objection by registered mail including return receipt directed to the contact person of the other contract party indicated in Part A, item 9, by stating the items mentioned in Part A, item 10. Page 7 Interconnection Contract with FirstMark Confidential 3 ESCALATION PROCEDURE 3.1 Basics Within the frame of the escalation procedure described in the following, an agreement should be achieved in steps I and II, if possible. Referring to arbitration as mentioned in step III should be the exception. The invoice discrepancy can be settled any time by applying the trend extrapolation procedure as mentioned in item 4. The objection can be withdrawn any time. A deviation from the periods agreed upon below is possible any time after mutual agreement of both contract parties. 3.2 Step I: Level of the billing experts After receipt of the objection at the contract party including the corresponding documents according to 2, settlement should be achieved within 2 months on the billing experts level. During that period, the contract parties will do their best to determine or exclude possible failure causes, among others by technical investigations. 3.3 Step II: Level of management 3.3.1 If no settlement could be achieved on step I according to 3.2, each contract party can start the procedure according to step II by referring to the higher department of the other contract party according to Part A, item 9. This has to be done by registered mail including return receipt with indication of the items mentioned in Part A, item 10. If the procedure on step II is not started within one month after failure of settlement on step I, the objection is regarded as withdrawn. A new assertion of the objection is excluded. 3.3.2 A meeting on the management level of both contract parties has to take place within 2 weeks after submission to the higher department. If no settlement is achieved within four weeks after submission, each of the contract parties is entitled to start the arbitration proceedings according to step III. Page 8 Interconnection Contract with FirstMark Confidential 3.4 Step III: Arbitration proceedings 3.4.1 Arbitration clause Both contract parties agree herewith that disputes that could not be settled amicably in steps I and II of the escalation procedure shall be settled by arbitration with any recourse to courts of law being excluded. 3.4.2 Term of preclusion If no action is brought in court of arbitration within two months after failure of step II, the objection is regarded as withdrawn. A new assertion of the objection is excluded. 3.4.3 Registered seat and language Registered seat of the court of arbitration is Frankfurt on the Main. Language of the arbitration proceedings is German. 3.4.4 Procedural rules The arbitration procedure to be applied is in accordance with the rules of arbitration of the Deutsche Institution fur Schiedsgerichtbarkeit e.V. (Registered German Institution for Arbitration) in its valid version. 3.4.5 Substantive law The court of arbitration will adjudicate upon the dispute on the basis of the German substantive law. Page 9 Interconnection Contract with FirstMark Confidential 4 TREND EXTRAPOLATION PROCEDURE If the contract parties or the court of arbitration decide upon the application of a trend extrapolation procedure to settle the dispute on invoice discrepancies, the following trend extrapolation procedure will be applied: An extrapolation by means of a linear regression will be applied. Here, the valid invoice amount or partial invoice amount is determined from the amounts of the six preceding unobjected months (if existing, however, three at least). Here is the formula for the regression straight line: Y = A + BX with a and b being calculated from the formulae (by means of the smallest square method): B = (SIGMA) (x(i) - x)(y(i) - y) / (SIGMA) (x(i) - x)^2 A = Y - BX,(1) with X(I) being the single accounting points of time (in days up to 6 accounting periods, e.g. X1 = 30 days, X2 = 61 days, X3 = 91 days etc.), Y(I) being the respective invoice amounts (a net amount for each YI as sum of the respective net amounts of the single performances at issue), N being the number of accounting periods considered in the formula (usually six) and X,Y being the arithmetic mean values of the applied values (usually six). - ---------- (1) (see original - the translator) Page 10 Interconnection Contract with FirstMark Confidential ANNEX G* MUTUAL PERFORMANCE RELATIONS - ---------------------- * Portions of this Annex are confidential and have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 406 under the Securities Act of 1933, as amended. Asterisks, for example "******," have been inserted to indicate that information has been deleted. Page 1 Interconnection Contract with FirstMark Confidential LIST OF CONTENTS 1 ARRANGED LOCATIONS OF INTERCONNECTION AND CATCHMENT 3 AREAS 2 SERVICE PORTFOLIO 4 3 PRICES 5 4 MISCELLANEOUS 5 5 SUPPLEMENTS TO THE INTERCONNECTION CONTRACT 5 Page 2 Interconnection Contract with FirstMark Confidential 1 ARRANGED LOCATIONS OF INTERCONNECTION AND CATCHMENT AREAS By signing this Interconnection Contract, the contract parties agree upon the following locations of interconnection for which the following catchment areas shall apply:
- --------------------------------------------------------------------------------------------------------------------- TRAFFIC FLOW AT THE ODZ: TRAFFIC FLOW AT THE ODZ: TELEKOM > FIRSTMARK FIRSTMARK > TELEKOM - --------------------------------------------------------------------------------------------------------------------- PERFORMANCE *** *** *** *** *** *** WITH THE SAME *** *** *** *** *** *** CATCHMENT AREAS *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** - --------------------------------------------------------------------------------------------------------------------- No. ODZ Telekom dest. Telekom Telekom FirstMark Dest. areas FirstMark origin areas areas origin origin areas origin Telekom origin FirstMark areas areas areas - --------------------------------------------------------------------------------------------------------------------- 1 *** *** *** *** *** *** *** - --------------------------------------------------------------------------------------------------------------------- 2 *** *** *** *** *** *** *** - --------------------------------------------------------------------------------------------------------------------- 3 *** *** *** *** *** *** *** - --------------------------------------------------------------------------------------------------------------------- 4 *** *** *** *** *** *** *** - --------------------------------------------------------------------------------------------------------------------- 5 *** *** *** *** *** *** *** - --------------------------------------------------------------------------------------------------------------------- 6 *** *** *** *** *** *** *** - --------------------------------------------------------------------------------------------------------------------- 7 *** *** *** *** *** *** *** - --------------------------------------------------------------------------------------------------------------------- 8 *** *** *** *** *** *** *** - --------------------------------------------------------------------------------------------------------------------- 9 *** *** *** *** *** *** *** - --------------------------------------------------------------------------------------------------------------------- 10 *** *** *** *** *** *** *** - ---------------------------------------------------------------------------------------------------------------------
The connections of Telekom performance O.13 - connections from telephone networks abroad to the International-Freephone-Service (IFS) / Universal International-Freephone-Service (UIFS) at the telephone network of FirstMark - are transferred at the OdZ Frankfurt on the Main to the FirstMark telephone network. - ---------------------- * Omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Page 3 Interconnection Contract with FirstMark Confidential 2 SERVICE PORTFOLIO The following interconnection services from the service portfolio according to ENCLOSURE C - SERVICE PORTFOLIO are arranged by the contract parties within the frame of the Interconnection Contract at the time of signature: I) Interconnection services from the Telekom service portfolio: - -------------------------------------------------------------------------------- *** *** *** *** - -------------------------------------------------------------------------------- II) Interconnection services from the FirstMark service portfolio: - -------------------------------------------------------- *** *** *** - -------------------------------------------------------- - ---------------------- * Omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Page 4 Interconnection Contract with FirstMark Confidential 3 PRICES The contract parties agree that the prices for performance B.1 and B.2 are mutually the same. From 01.01.2000 on, o for performance FirstMark-O.12, the prices fixed for performance Telekom-B.2, o for performance FirstMark-O.5, the prices fixed for performance Telekom-O.2, tariff zone I as well as o for the transport cost reimbursement for performances Telekom-O.6, Telekom-O.7, Telekom-O.10, Telekom-O.11, Telekom-Z.3, Telekom-Z.4, Telekom-Z.5, Telekom-Z.6 and Telekom-Z.8, the prices fixed for performance Telekom-O2, tariff zone I will be applied, fixed by the RegTP from 01.01.2000. Due to regulation decisions, the prices fixed by the regulation authority for the performances Telekom-B.1 and Telekom-B.2 are valid for the utilization of the B.1 and B.2 performances at the same OdZ. If a decision by the settlement authority or a court decision allow a tax metering of the performances Telekom-B.1 and Telekom-B.2 with utilizaton at the same OdZ, which differs from the previous sentence, then the present Interconnection Contract will be adjusted accordingly. The performance reservation by the Telekom contained in item 29, para. 4 of the main part of this Interconnection Contract is not in correspondence with the judgment practice of the RegTP. The Telekom has brought an action against the regulations which are the basis for that judgment practice. Until this matter has been regulated by a confirming decision by court, item 29, para. 4 of the main part of this Interconnection Contract is not applicable. 4 MISCELLANEOUS Prior to a press release about the conclusion or any contents of this Interconnection Contract, each contract party will forward a draft of such press release to the other party and agree upon the contents with the other party, that means, he will release the press release only after agreement with the other party. 5 SUPPLEMENTS TO THE INTERCONNECTION CONTRACT Supplements to this Interconnection Contract will be agreed upon mutually by both contract parties as required. Page 5 Interconnection Contract with FirstMark Confidential ANNEX H CONTACT PERSONS Page 1 Interconnection Contract with FirstMark Confidential LIST OF CONTENTS 1 REPORTING OFFICES 3 1.1 Telekom reporting office 3 1.2 FirstMark reporting office 3 2 PLANNING ARRANGEMENTS 4 2.1 Telekom contact person 4 2.2 FirstMark contact person 4 3 PURCHASE ORDER 5 3.1 Telekom contact person 5 3.2 FirstMark contact person 5 4 AUTHORIZATION OF NATIONAL CLOSED USER GROUPS WITHIN THE 6 NETWORK AND BEYOND IT (ISDN FEATURE CLOSED USER GROUP) 4.1 Telekom contact person 6 4.2 FirstMark contact person 6 5 EMERGENCY CALL POLLING STATIONS 6 5.1 Telekom contact person 6 6 OPERATION 7 ESCALATION STEPS ACCORDING TO ANNEX D, ITEM 9.1 6.1 at the Telekom 7 6.2 at FirstMark 7 7 INVOICES 8 7.1 Consignee of invoices 8 7.2 Inquiries and objections regarding invoices 8 8 TESTS 9 8.1 Telekom contact person 9 8.2 FirstMark contact person 9 9 NEUTRAL EXPERT 10 10 CONTRACT MANAGEMENT 10 10.1 Telekom contact person 10 10.2 FirstMark contact person 10 11 CHANGES REFERRING TO THE CONTACT PERSONS 11 11.1 at the Telekom 11 11.2 at FirstMark 11 Page 2 Interconnection Contract with FirstMark Confidential 1 REPORTING OFFICES 1.1 TELEKOM REPORTING OFFICE Deutsche Telekom AG Meldestelle (Reporting office) Niederlassung 1 Berlin (Branch 1 Berlin) 12096 Berlin Phone: (0 30) 21 71 - 25 10 Fax: (0 30) 21 71 - 25 11 1.2 FIRSTMARK REPORTING OFFICE Meldestelle FirstMark (FirstMark reporting office) NMC Hannover (Hanover) Gunther-Wagner-Allee 13 30177 Hannover (Hanover) Phone: (05 11) 8 79 77 - 4 44 Fax: (05 11) 8 79 77 - 74 49 Page 3 Interconnection Contract with FirstMark Confidential 2 PLANNING ARRANGEMENTS 2.1 TELEKOM CONTACT PERSON Deutsche Telekom AG Geschaftsbereich Carrier Services (Carrier Services portfolio) Geschaftsstelle Ost (East office) Mr Frank Luck (Carrier Manager) Behlertstr. 3A 14467 Potsdam Phone: (03 31) 1 23 - 56 22 Fax: (03 31) 1 23 - 56 09 2.2 FIRSTMARK CONTACT PERSON Interconnection Mr Stephan Mundlein Uhlandstr. 179/180 10623 Berlin Phone: (0 30) 7 26 22 - 1 16 Fax: (0 30) 7 26 22 - 1 11 Page 4 Interconnection Contract with FirstMark Confidential 3 PURCHASE ORDER 3.1 TELEKOM CONTACT PERSON Deutsche Telekom AG Geschaftsbereich Carrier Services (Carrier Services portfolio) Mr Wolfgang Maslow (Contract administration) Postfach 10 19 28 (P.O. Box 10 19 28) 40010 Dusseldorf Phone: (02 11) 62 11 - 46 14 Fax: (02 11) 62 11 - 49 63 Deutsche Telekom AG Geschaftsbereich Carrier Services (Carrier Services portfolio) Mr Lutz Kohlemann (Head of the Contract Administration department) Postfach 10 19 28 (P.O. Box 10 19 28) 40010 Dusseldorf Phone: (02 11) 62 11 - 41 00 Fax: (02 11) 62 11 - 49 00 3.2 FIRSTMARK CONTACT PERSON Core Network Planning Mr Carsten Stromberg Mr Thomas Hunecke Gunther-Wagner-Allee 13 30177 Hannover (Hanover) Phone: (05 11) 8 79 77 - 0 Fax: (05 11) 8 79 77 - 5 09 Page 5 Interconnection Contract with FirstMark Confidential 4 AUTHORIZATION OF NATIONAL CLOSED USER GROUPS WITHIN THE NETWORK AND BEYOND IT (ISDN FEATURE CLOSED USER GROUP) 4.1 TELEKOM CONTACT PERSON Deutsche Telekom AG Niederlassung Kiel/Flensburg (Branch Kiel/Flensburg) Zentrale Vergabestelle CUG (Central Office for Awards CUG) Mr Bernd Albertsen Eckernforder Landstrasse 65 24941 Kiel Phone: (04 61) 9 91 - 56 12 Fax: (04 61) 9 91 - 56 19 4.2 FIRSTMARK CONTACT PERSON For order acceptance, the contact person of the Telekom ,,Central Office for Awards CUG" has to be appointed in writing with the first contact. 5 EMERGENCY CALL POLLING STATIONS 5.1 TELEKOM CONTACT PERSON Deutsche Telekom AG Geschaftsbereich Carrier Services (Carrier Services portfolio) Mr Uwe Luckel Postfach 10 19 28 (P.O. Box 10 19 28) 40010 Dusseldorf Phone: (02 11) 62 11 - 42 16 Fax: (02 11) 62 11 - 49 22 Page 6 Interconnection Contract with FirstMark Confidential 6 OPERATION ESCALATION STEPS ACCORDING TO ANNEX D, ITEM 9.1 6.1 AT THE TELEKOM 1. Head of the Reporting office Phone: (0 30) 21 71 - 25 10 Fax: (0 30) 21 71 - 25 11 2. Responsible group executive Phone: (0 30) 21 71 - 56 55 Fax: (0 30) 21 71 - 56 54 3. Responsible head of the department Phone: (0 30) 75 74 - 30 00 Fax: (0 30) 75 74 - 30 03 6.2 AT FIRSTMARK 1. NMC Coordination Mr Stephan Wohlken Phone: (05 11) 8 79 77 - 4 55 Fax: (05 11) 8 79 77 - 4 09 2. Head of Operation Mr Andreas Niehaus Phone: (05 11) 8 79 77 - 4 00 Fax: (05 11) 8 79 77 - 4 09 3. General Manager Dr Dieter Finke Phone: (05 11) 8 79 77 - 1 00 Fax: (05 11) 8 79 77 - 1 09 Page 7 Interconnection Contract with FirstMark Confidential 7 INVOICES 7.1 CONSIGNEE OF INVOICES 7.1.1 AT THE TELEKOM Deutsche Telekom AG Niederlassung 2 (Branch 2) CSB Kontokorrent (CSB current account) Postfach 10 10 02 (P.O. Box 10 10 02) 40001 Dusseldorf 7.1.2 AT FIRSTMARK Fianzen (Finances) Mr Bernhard Olejok Uhlandstr. 179/180 10623 Berlin 7.2 INQUIRIES AND OBJECTIONS REGARDING INVOICES 7.2.1 AT THE TELEKOM 7.2.1.1 ACCORDING TO ESCALATION STEP 1 Deutsche Telekom AG Niederlassung 2 (Branch 2) CSB Fakturierung (CSB invoicing) Postfach 10 10 02 (P.O. Box 10 10 02) 40001 Dusseldorf 7.2.1.2 ACCORDING TO ESCALATION STEP 1 Deutsche Telekom AG Zentrale (Head quarter) Fachbereich F1B3 (Department F1B3) Postfach 20 00 (P.O. Box 20 00) 53105 Bonn Page 8 Interconnection Contract with FirstMark Confidential 7.2.2 AT FIRSTMARK 7.2.2.1 ACCORDING TO ESCALATION STEP 1 Interconnection Mr Stephan Mundlein Uhlandstr. 179/180 10623 Berlin 7.2.2.2 ACCORDING TO ESCALATION STEP 2 Interconnection Mr Stephan Mundlein Uhlandstr. 179/180 10623 Berlin 8 TESTS 8.1 TELEKOM CONTACT PERSON Deutsche Telekom AG Niederlassung 1 Dusseldorf (Branch 1 Dusseldorf) Support Center - Interconnection - Test Mr Ulrich Harzen Hellersbergstr. 35 41460 Neuss Phone: (02 11) 8 85 - 1 86 01 Fax: (02 11) 8 85 - 1 86 09 8.2 FIRSTMARK CONTACT PERSON Core Network Planning Mr Carsten Stromberg Mr Thomas Hunecke Gunther-Wagner-Allee 13 30177 Hannover (Hanover) Phone: (05 11) 8 79 77 - 0 Fax: (05 11) 8 79 77 - 5 09 Page 9 Interconnection Contract with FirstMark Confidential 9 NEUTRAL EXPERT (TO BE COMPLEMENTED LATER) 10 CONTRACT MANAGEMENT 10.1 TELEKOM CONTACT PERSON Deutsche Telekom AG Geschaftsbereich Carrier Services (Carrier Services portfolio) Geschaftsstelle Ost (East office) Mr Frank Luck (Carrier Manager) Behlertstr. 3A 14467 Potsdam Phone: (03 31) 1 23 - 56 22 Fax: (03 31) 1 23 - 56 09 10.2 FIRSTMARK CONTACT PERSON Interconnection Mr Stephan Mundlein Uhlandstr. 179/180 10623 Berlin Phone: (0 30) 7 26 22 - 1 16 Fax: (0 30) 7 26 22 - 1 11 Page 10 Interconnection Contract with FirstMark Confidential 11 CHANGES REFERRING TO THE CONTACT PERSONS The contract parties may make changes regarding the contact persons. Furthermore, addresses and telephone and fax numbers may change. Such changes have to be advised in writing within 4 weeks to the first day of a month. Notification to be addressed to 11.1 AT THE TELEKOM Deutsche Telekom AG Geschaftsbereich Carrier Services (Carrier Services portfolio) Geschaftsstelle Ost (East office) Mr Frank Luck (Carrier Manager) Behlertstr. 3A 14467 Potsdam Fax: (03 31) 1 23 - 56 09 11.2 AT FIRSTMARK Interconnection Mr Stephan Mundlein Uhlandstr. 179/180 10623 Berlin Fax: (0 30) 7 26 22 - 1 11 Page 11 Interconnection Contract with FirstMark Confidential ENCLOSURE A DEFINITIONS (AT THE SAME TIME LIST OF ABBREVIATIONS) Interconnection Contract with FirstMark Confidential A Abschlu(beta)- Physical interchange point between the interconnection einrichtung junction and the equipment of the interconnection (termination partner. equipment) ACM Address Complete Message AGB Standard-form contract conditions AIS Alarm Indication Signal AK Working team AKNN Working team "Technical and operating questions of numbering and network interconnection" AKSS Working team "Interface contracts" AMI Alternate Mark Inversion Anschlu(beta)kunde Connection customer is that party who is under contract (connection with a subscriber network provider on a telephone customer) connection Anschlu(beta)netz Telephone network with subscribers' connections (connection explicitly identified by network code or an area code network) Arbeitsprogramm Time-quantity default determined by the interconnection (working program) partner within the frame of planning arrangements related to times and periods (calendar week or month, at least quarter of a year) for the planned call of orders Arbeitstage Weekdays from Monday to Friday, except federal holidays (working days) ASR Answer Seizure Ratio B BAPT Bundesamt fur Post und Telekommunikation (Federal Office for Post and Telecommunications) BAS Bit Rate Allocation Signal BFH Bit error ratio BHCA Busy hour call attempts C CAPS Call attempts per second CC Country Code CCIR Comite Consultatif International des Radiocommunications (International Consulting Committee for Radiocommunications) CCITT Comite Consultatif International Telegraphique et Telephonique (International Consulting Committee for Telegraph and Telephone Service) CIC Circuit Identification Code CLI Calling Line Identification Page 2 Interconnection Contract with FirstMark Confidential CLIP Calling Line Identification Presentation CLIR Calling Line Identification Restriction CRC-4 Cyclic Redundancy Check-4 D dB Decibel dB (950mV) Voltage level in dB related to 0.95 Volt dBm Letter symbol for the absolute power level dBm0 Letter symbol for the absolute power level related to the 0 dBr point dBm0p Letter symbol for the analyzed noise level (psophometer) related to the 0 dBr point dBr Letter symbol for relative level Doppelabstutzung Connection of an exchange plant with network (double support) interworking function of the interconnection partner via one or several interconnection junctions with double support. Each of the two transmission routes (paths) 2 Mbit/s of the interconnection junction with double support is switched to one of several different exchange plants of Telekom with network interworking function at the location of interconnection. DPC Destination Point Code DS2-Vt Digital signal distributor for 2 Mbit/s DSV2 Digital signal connection with 2 Mbit/s transmission rate E Einwegfuhrung Physical connection via a transmission route (path) (one-way routing) Einzugsbereiche Geographical areas allocated to a location of (catchment areas) interconnection. They comprise entire local network areas and are identified by the local preselection numbers of the code area that can be geographically allocated. EMV (EMC) Electromagnetic compatibility EN European Norm Page 3 Interconnection Contract with FirstMark Confidential Entfernungsme The distance measuring point of a local network (beta)-punkt area is its network node. If there (distance are several network nodes within one local network area, measuring the network node with central position within the point) local network area is determined by the Telekom as distance measuring point. If the network node decisive for the distance measuring point is cancelled or its location changed, the fixed distance measuring point will remain unchanged. Local network areas situated on islands in the North Sea and Baltic Sea are allocated to distance measuring points of other local network areas on the mainland. For the calculation of tariff distances and their roundings, the Telekom applies a uniform procedure. Ersatzweg The alternative route is a signalling linkset used in (alternate route) case a normal (primary) route fails. ES Errored Seconds ETS European Telecommunication Standard ETSI European Telecommunication Standard Institute EWG (EEC) European Economic Community F f Symbol of frequency in formulas FAS Frame Alignment Signal Freephone A call number free of charge for the calling number subscriber. Freephone Holder of the freephone number bearing the costs number of the telephone connection. holder G Gateway A gateway plant establishes the connection between different networks, e.g. between the different national ZGS No. 7 signalling system networks. GT Global Title GTT Global Title Translation GW Gateway in signalling intermediate network ZZN7 GW (Telekom) Gateway of Telekom in signalling intermediate network ZZN7 GW (ICP) Gateway of the interconnection partner in signalling intermediate network ZZN7 GW-SCCP Gateway with SCCP function GW-SCCP (Telekom) Gateway with SCCP function of Telekom in the signalling intermediate network ZZN7 GW-SCCP (ICP) Gateway with SCCP function of the interconnection partner in the signalling intermediate network ZZN7 GW-STP Gateway-STP in the signalling intermediate network ZZN7. The GW-STP is a gateway plant with additional signalling transfer point function in the signalling intermediate network ZZN7, i.e. it forwards messages by the network indicator nat1. GW-STP Gateway with STP function of the Telekom in the (Telekom) signalling intermediate network ZZN7. Page 4 Interconnection Contract with FirstMark Confidential GW-STP Gateway with STP function of the interconnection (ICP) partner in the signalling intermediate network ZZN7. H HDB3 High density bipolor of order 3 Hz Hertz I ICAs Interconnection junction. The ICAs is a service of the Telekom for the interconnection of exchanging telephone networks. Network technology is designed such that the ICAs provides a 2 Mbit/s interface. ICAs customer sited The terminal equipment is installed in the rooms of the interconnection partner. ICAs The terminal equipment is installed in the rooms of the physical Telekom. co-location ICP Interconnection partner, partner of the Telekom with which the interconnection contract is concluded. IC-P Interconnection partner in general IEC International Electrical Committee IN Intelligent network Inter-building Part of the ICAs (transmission route including section the transmission equipment without intra-building section). International LS Signalling linkset of the international ZGS No. 7 signalling system network (NI = int0). Intra-building Part of the ICAs consisting of the port of the exchange section plant with network interworking function of the indoor routing and the network termination equipment. IOP-NW Inter-operability proof. The IOP-NW is an observation of the network interconnection for the first network interworking (NU) between the Telekom and the interconnection partner. ISDN Integrated Services Digital Network ISO International Standardisation Organisation ISUP ISDN User Part ISUP-BC ISDN User Part, Basic Call ISUP-SS ISDN User Part, Supplementary Services Page 5 Interconnection Contract with FirstMark Confidential ITU International Telecommunication Union, replacing CCITT ITU-T Q.78x The testing specifications of the Q.78x series describe testing sequences for validation (conformance) and compatibility testing. K kBd Kilobaud kbit/s Kilobit per second kHz Kilohertz kV Kilovolt L LR Loudness Rating M MABEZ Mass calls to fixed destinations MCID Malicious call identification MHz Megahertz ms Millisecond MSU Message Signal Unit MTP Message Transfer Part MTP L2 Message Transfer Part Level 2 MTP L3 Message Transfer Part Level 3 MW Meldewort (service word) N National LS Signalling linkset of a national ZGS No. 7 signalling system network (NI = nat0 or NI = nat1). NDC National Destination Code NI Network Indicator NK Netzknoten (network node) ns Nanosecond NT Network termination. The ICAs ends at the respective network termination with the termination being included. The terminal equipment for the establishment of the FirstMark includes the network termination. All electrical properties relate to the network termination. NTA Network termination, analog NTPM Network termination - primary rate access Page 6 Interconnection Contract with FirstMark Confidential NU(Netzubergang) Network interworking. The NU is the entire number of (Network ICAs between the telephone network of the Telekom and interworking) the telephone network of the interconnection partner provided at the location of interconnection. Each network interworking is explicitly allocated to a distance measuring point for the performances of the service portfolio made use of at the location of interconnection. O OdZ Ort der Zusammenschaltung (location of interconnection) OdZ, existing Location of interconnection at which an interconnection has already been established with FirstMark. OdZ, new Location of interconnection at which no interconnection has been established yet with any interconnection partner. OdZ, other Location of interconnection at which no interconnection has been established yet with FirstMark OdZ of category A Locations of interconnection of category A are locations at which the Telekom offers the utilization of its interconnection services under the conditions fixed in ANNEX C - SERVICE PORTFOLIO, part 1, and that from or to the respective basic catchment area. OdZ of category B Locations of interconnection of category B are locations at which the Telekom offers the utilization of its interconnection services under the conditions fixed in ANNEX C - SERVICE PORTFOLIO, part 1, and that from or to the respective standard catchment area. OLR Overall Loudness Rating ONP Open Network Provision OPC Originating Point Code Operatordienst Operator service. Services partially requiring manual (operator service) operations. Ortsnetzbereich The local network area is the geographical area of a (local network telephone network in the limits of which telephone area) connections can be established without dialling an area code (exception: Ludwigshafen on the Rhine and Mannheim are two separate local network areas). P Portierte Call number of a user kept by him/her at the same Rufnummer location if the provider is changing. (ported call number) P(rA) Relative level at output P(rE) Relative level at input Q QDU Quantizing Distortion Unit QVE Quantizing Distortion Units Page 7 Interconnection Contract with FirstMark Confidential R RAI Remote Alarm Indication Signal Regelweg The normal (primary) route is a signalling linkset. In (normal route) undisturbed operation, the signalling traffic for the allocated destination range is routed via the normal (primary) route. RegTP Regulation Authority for Telecommunications and Post RKW Rahmenkennungswort (frame alignment word) RLR Receive Loudness Rating RLT-Anlage (plant) Ventilation and air conditioning plant used in technical rooms RNPS Call number porting server Routing Routing of signalling traffic via the relevant signalling linksets to the destination, including the determination of the appertaining alternate routes (traffic routing). S s Second S/N Signal to Noise Ratio S0 Interface of the basic connection to the universal connection of the ISDN network. S2M Interface of the multiplex connection (access) to the universal connection of the ISDN network. SCCP Signalling Connection Control Part SELV Safety Extra Low Voltage SEP Signalling End Point SES Severely Errored Seconds Signalling link A signalling link is a transmission system between two signalling points, consisting of a transmission link and the appertaining transfer control functions used for the reliable transmission of signalling messages (signalling link). Signalling linkset A signalling linkset is a line group of signalling links directly connecting two signalling points (signalling link line group). Signalling route The signalling route is a route between two signalling points. The signalling route comprises the signalling links and the signalling points run through by a signalling message from the originating signalling point to the destination signalling point. SLC Signalling Link Code SLR Send Loudness Rating Page 8 Interconnection Contract with FirstMark Confidential SMF Sub Multi Frame SNM Signalling Network Management SP Signalling point. A node in a signalling network which either transmits or receives signalling messages (SEP) or transmits signalling messages between two signalling links (STP) or carries out both functions (SEP/STP). SPC Signalling Point Code STMR Side Tone Masking Ratio STP Signalling Transfer Point T TAE Telecommunication line unit TelAs Telephone connection Telefonnetz Telecommunication network for utilizing the (telephone telecommunication service PSTN/ISDN. network) Telekom Deutsche Telekom AG (German Telekom) Telekomunikations Telecommunication service PSTN/ISDN is the commercial -dienstleistung provision of direct transmission and exchange of speech (telecommunication and data in real time from and to network termination service) PSTN/ISDN points of an exchanging telephone network for the public with every user being able to use the terminal unit connected to such a network termination point for communicating with other network termination points. TELR Talker Echo Loudness Rating TR Technische Richtlinie (technical guideline) T V Technische Vorschrift (technical regulation) U Ueff Effective value of voltage UI Unit Interval UP Ubergabepunkt (interchange point). The interchange point (interchange is a physical interface and forms the contract-relevant point) interface where the responsibility for planning, installation and operation changes from one contract party to the other. Ubertragungs- Transmission plants are characterized by the feature technische that the number of incoming channels corresponds with Einrichtungen the number of outgoing channels without any exchange (transmission taking place. Therefore, especially V 5.2 multiplexer, plants) exchanging network nodes and APE's (decentralized peripheral units) do not belong to the transmission plants. Page 9 Interconnection Contract with FirstMark Confidential Ursprungsnah Transfer of the connection to the OdZ (location of (close to source) interconnection) which, in its allocated basic catchment area (according to ANNEX F - LOCATIONS OF INTERCONNECTION, category A), includes the local network where the telephone connection of the calling customer is switched. Ursprungszeichen- Signalling point which is the source of a considered gabepunkt (source signalling traffic relation. signalling point) US Peak value of voltage UT Unavailable Time UW Transmission route V V Symbol of Volt Vbz Verkehrsbeziehung (traffic relation). With regard to interconnection, a traffic relation consists of all 2Mbit/s systems switched between a gateway of the interconnection partner and a VE:N (exchange unit with network interworking function) and belonging to the same NU (network interworking). Thus, several traffic relations can exist at one NU. VDE Verband Deutscher Elektrotechniker (Association of German Electricians) VE Vermittlungseinrichtung (exchange equipment) VE:N Vermittlungseinheit mit Netzubergangsfunktion (exchange unit with network interworking function) Verbindung The connection is characterized by providing a (connection) speech/data channel existing transparently from junction to junction. Verbindungsaufbau For performance B.1 (termination in the telephone erfolgreich network of the Telekom or the interconnection partner), (establishment of the establishment of connection is successful when, connection at the start of conversation, the acknowledgement signal successful) transmitted by the called connection customer ("answer" for telephone connections or "connect" for TK plants and faxGr.4) is received, or when the corresponding release message for "user busy" or "no answer from user", Cause 19 is received in the VE:N (exchange unit with network interworking function). (All signals according to ITU-T Q.762). Verbindungsaufbau For performance B.2 (access to the telephone network of erfolgreich an interconnection partner or the Telekom), the (establishment of establishment of connection is successful when the connection gateway plant of FirstMark or of Telekom has been successful) reached. This means from the technical point of view: The Initial Address Message (IAM) is transmitted by Telekom of FirstMark, and at the same time line groups are seized. (All signals according to ITU-T Q.762). Verbindungsnetz- Network provider interconnecting networks without betreiber having connection customers of his own. (connection network provider) VM Verkehrsmanagement (traffic management) Page 10 Interconnection Contract with FirstMark Confidential W Wirkbetrieb Effective operation is the sum of all operating (eingeschrankter) processes between the interconnection partners serving Effective the purpose of maintaining interconnection. (restricted) operation Restrictions which must be agreed upon and coordinated between the contracting parties can result, among other things, from different technical implementations, commissioning schedules, planning arrangements or commercial and legal regulations for a period of time agreed upon. Z ZGS Zeichengabesystem (signalling system) Zielnah (close to Transfer of the connection to the OdZ (location of destination) interconnection) which, in its allocated basic catchment area (according to ANNEX F - LOCATIONS OF INTERCONNECTION, category A), includes the local network in which the connection is terminated. Ziel-Zeichengabe- Signalling point where the considered signalling traffic punkt relation ends. (destination signalling point) Zweiwegefuhrung Physical connection via two different transmission paths (two-way routing) (first and second route) in separate lines and routes. ZZK Zentraler Zeichengabekanal (central signalling channel) ZZN7 Zeichengabezwischennetz (signalling intermediate network). The signalling intermediate network with NI = nat1 is the interface between national ZGS No. 7 networks with the network identifications nat0 (binary: 10). The ZZN7 itself is characterized by NI = nat1 (binary: 11). Page 11 Interconnection Contract with FirstMark Confidential ENCLOSURE B INTERCONNECTION JUNCTION Page 1 Interconnection Contract with FirstMark Confidential TABLE OF CONTENTS PART 1 Configuration measures in the Telekom telephone network PART 2 Interconnection junctions Type I Interconnection junction,,Customer Sited" Variant Ia Interconnection junctions ,,Customer Sited with two-way routing" Variant Ib Interconnection junctions ,,Customer Sited with double support" Variant Ic Interconnection junctions ,,Customer Sited with double support and two-way routing" Type II Interconnection junction,,Physical Co-location" Variant IIa Interconnection junctions ,,Physical Co-location with double support" PART 3 Interconnection junctions ,,Customer Sited 16x2 Mbits/s/21x2 Mbit/s/ 63x2 Mbit/s" Type III Interconnection junctions ,,Customer Sited 16x2 Mbits/s" Variant IIIa Interconnection junctions ,,Customer Sited 16x2 Mbits/s with two-way routing" Variant IIIb Interconnection junctions ,,Customer Sited 16x2 Mbits/s with double support" Variant IIIc Interconnection junctions,,Customer Sited 16x2 Mbits/s with double support and two-way routing" Type IV Interconnection junctions ,,Customer Sited 21x2 Mbit/s" Variant IVa Interconnection junctions ,,Customer Sited 21x2 Mbit/s with two-way routing" Variant IVb Interconnection junctions ,,Customer Sited 21x2 Mbit/s with double support" Variant IVc Interconnection junctions ,,Customer Sited 21x2 Mbit/s with double support and two-way routing" Page 2 Interconnection Contract with FirstMark Confidential Type V Interconnection junctions ,,Customer Sited 63x2 Mbit/s" Variant Va Interconnection junctions ,,Customer Sited 63x2 Mbit/s with two-way routing" Variant Vb Interconnection junctions ,,Customer Sited 63x2 Mbit/s with double support" Variant Vc Interconnection junctions ,,Customer Sited 63x2 Mbit/s with double support and two-way routing" Page 3 Interconnection Contract with FirstMark Confidential PART 1 CONFIGURATION MEASURES IN THE TELEKOM TELEPHONE NETWORK 1 DESCRIPTION OF PERFORMANCE 1.1 CONFIGURATION MEASURES IN THE TELEKOM TELEPHONE NETWORK AT REALIZATION OF THE FIRST INTERCONNECTION When the Telekom telephone network and the FirstMark telephone network are interconnected for the first time at the OdZ agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS, the start of the unrestricted effective operation does not only require the provision of the interconnection junctions but also the following configuration measures in the Telekom telephone network: o Establishment of the alternate routing for the VNB code number for the catchment areas agreed upon for the respective OdZ and establishment of a special announcement for the catchment areas that have not been agreed upon; o Establishment tion of the alternate routing for the TNB code number for the catchment areas agreed upon for the respective OdZ; o Establishment of the alternate routing for interconnection services according to ENCLOSURE C - SERVICE PORTFOLIO, except Telekom-B.2 and FirstMark-B.1, where the Telekom delivers traffic to FirstMark; o Establishment of the traffic registration at the arranged network interworkings. Page 4 Interconnection Contract with FirstMark Confidential 1.2 CONFIGURATION MEASURES IN THE TELEKOM TELEPHONE NETWORK WHEN CHANGING THE INTERCONNECTION 1.2.1 Changing the interconnection at the existing OdZ The following interconnection changes planned by FirstMark require the following configuration measures in the Telekom telephone network: 1.2.1.1 Changing the catchment areas: o Change of the alternate routing for the VNB code number at those OdZ where new catchment areas will be assigned to, and, if required, establishment of a special announcement for the catchment areas that have not been agreed upon; o Change of the alternate routing for the TNB code number for the new catchment areas assigned to the respective OdZ. 1.2.1.2 Changing the arranged interconnection services: o Clearing of the network interworkings for interconnection services where the FirstMark transfers traffic to the Telekom; o Installation or abolishment of the alternate routing for interconnection services, except Telekom-B.2 and FirstMark-B.1, where the Telekom delivers traffic to FirstMark. 1.2.1.3 Changing the trunk group division or the allocation of the signalling channels at the ICAs: o Reconfiguration of the trunk group allocation o Reconfiguration of the signalling channels Page 5 Interconnection Contract with FirstMark Confidential 1.2.2 Extending the interconnection by further OdZ When extending the interconnection by further OdZ, apart from the provision of the interconnection junctions to start an unrestricted effective operation at the further OdZ, the following configuration measures are to be taken in the Telekom telephone network: o Establishment of the alternate routing for the VNB code number for the catchment areas agreed upon for the further OdZ and establishment of a special announcement for the catchment areas that have not been agreed upon; o Establishment of the alternate routing for the TNB code number for the catchment areas agreed upon for the further OdZ; o Establishment of the alternate routing for interconnection services, except Telekom-B.2 and FirstMark-B.1, where the Telekom delivers traffic to FirstMark; o Establishment of the traffic registration at the arranged network interworkings. 2 DUTIES TO COOPERATE FirstMark will meet the technical prerequisites arranged with the Telekom according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. Page 6 Interconnection Contract with FirstMark Confidential PART 2 INTERCONNECTION JUNCTIONS TYPE I INTERCONNECTION JUNCTION ,,CUSTOMER SITED" 1 DESCRIPTION OF PERFORMANCE 1.1 The Telekom realizes the interconnection between their telephone network and the telephone network of FirstMark by means of ICAs ,,Customer Sited" to enable telecommunication between the users of both telephone networks. 1.2 The totality of all realized ICAs between the Telekom telephone network and the FirstMark telephone network at a location according to ENCLOSURE F - LOCATIONS OF INTERCONNECTION is called network interworking. Each network interworking is allocated to a distance measuring point for the performances of the service portfolio made use of at the location of interconnection. 1.3 The ICAs ,,Customer Sited" are divided into an Inter-Building section and an Intra-Building section. The Inter-Building section is a digital signal connection with a transmission capacity of 2 Mbit/s (DSV2) for the transmission of 31 channels, each 64 kbit/s. These channels can be used as useful channels or as signalling channels. The signalling channels are part of the ICAs ,,Customer Sited", independent of their number and routing. The Inter-Building section is realized by the Telekom. The Intra-Building section consists of a port of the exchange plant with network interworking function of the Telekom telephone network and the termination equipment of the Telekom telephone network (2 Mbit/s-NT), including the related indoor routings. 1.4 The termination equipment of the Telekom telephone network (2 Mbit/s-NT) is a physical interface with defined transmission characteristics between the Telekom telephone network and the FirstMark telephone network. The termination equipment (2 Mbit/s-NT) is realized by the Telekom at FirstMark facilities. The output/input of the termination equipment forms the interchange point of the ICAs ,,Customer Sited" to FirstMark. The interchange point is the contract-relevant interface where the responsibility for planning, installation and operation changes from one contract party to the other. Page 7 Interconnection Contract with FirstMark Confidential 1.5 When ordering the first ICAs ,,Customer Sited" at one OdZ, 31 channels, each 64 kbit/s are provided. These channels can be used as useful channels or as signalling channels. The signalling channels are part of the ICAs ,,Customer Sited", independent of their number and routing. For details regarding design of the signalling networks and dimensioning of the signalling channels as well as the signalling protocols, please refer to Annex A - Technical parameters and descriptions. ICAs ,,Customer Sited" are provided only within the standard catchment areas of the respective OdZ. The standard catchment areas are described in ENCLOSURE F - LOCATIONS OF INTERCONNECTION. Within the frame of the existing technical and operational possibilities, the Telekom realizes ICAs ,,Customer Sited" beyond the standard catchment area, deviating from the provision within the standard catchment area, up to a tariff distance of max. 221 km, provided that FirstMark undertakes to take this into consideration during network planning and network design, to ensure the speech quality and to assign the following delay time contingents to the Telekom: With an Inter-Building section having a tariff distance of a) < 9 km : FirstMark assigns 0 ms to the Telekom - b) > 9 km < 98 km : FirstMark assigns 1 ms to the Telekom - c) > 98 km < 221 km : FirstMark assigns 2 ms to the Telekom - The location of the exchange plant with network interworking function of the Telekom telephone network at the OdZ will be determined by the Telekom. The Telekom is entitled, for technical or operational reasons, to shift interconnection junctions ,,Customer Sited" to another location with an exchange plant with network interworking function of the Telekom telephone network at the same OdZ. FirstMark has to be informed about the planned shift at least three months before. All measures connected with the shift are to be agreed upon with FirstMark under consideration of their operational requirements. FirstMark will not be charged with any provision fee for that shift. If the new fixed line fee for the Inter-Building section exceeds the previous fixed line fee, FirstMark has to pay the new fee one year after the shift only. 1.6 Descriptions of the transmission interfaces and the demands on the installation of the necessary technical equipment and the power supply in FirstMark buildings are contained in ANNEX A - TECHNICAL PARAMETER AND DESCRIPTIONS. 1.7 For further technical details please see ANNEX A - TECHNICAL PARAMETER AND DESCRIPTIONS. 1.8 The ICAs ,,Customer Sited" are realized in one-way routing. Page 8 Interconnection Contract with FirstMark Confidential 2 MODE OF OPERATION OF THE USEFUL CHANNELS AND ASSIGNMENT OF THE SIGNALLING CHANNELS 2.1 The ICAs,,Customer Sited" are generally operated mutually. For further details, please see ANNEX B - ORDER / PROVISION. 2.2 Assignment of signalling channels to time slots within the digital signal connection DSV2 is made upon agreement between the Telekom and FirstMark and is regulated in ANNEX B - ORDER / PROVISION. 3 DUTIES TO COOPERATE 3.1 The ICAs ,,Customer Sited" are provided by the Telekom, provided that FirstMark meets the necessary technical requirements according to ANNEX A - PARAMETERS AND DESCRIPTIONS and a declaration of the real-estate owner is presented according to ss. 10 TKV97 for the premises concerned. 3.2 FirstMark will suppress the equipment used for the interconnection of the gateway systems within the agreed periods and supports the Telekom in the interference suppression of the ICAs to the required extent. 4 QUALITY 4.1 The Telekom provides ICAs ,,Customer Sited" with the quality paramaters according to ENCLOSURE E - QUALITY. 4.2 For further details please see ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. Page 9 Interconnection Contract with FirstMark Confidential TYPE I VARIANT IA INTERCONNECTION JUNCTION ,,CUSTOMER SITED WITH TWO-WAY ROUTING" 1 DESCRIPTION OF PERFORMANCE 1.1 As an option to the ICAs ,,Customer Sited", the Telekom realizes the interconnection of their telephone network with the FirstMark telephone network by means of ICAs ,,Customer Sited with two-way routing" to enable telecommunication between the users of both telephone networks. The two-way routing allows the traffic handling also if one transmission route fails (primary and secondary route), even if quality is restricted. 1.2 In addition to type I (interconnection junction ,,Customer Sited"), the following special arrangements do apply for interconnection junctions ,,Customer Sited with two-way routing". 1.3 ICAs ,,Customer Sited with two-way routing" are divided into an Inter-Building section and an Intra-Building section. As for their routing within the Inter-Building section, they are divided on two different transmission routes (primary and secondary route). The primary or secondary route are routed always in spatially separated lines and routes (1.5 m distance at least). At nodes within the telephone network of the Telekom (exchange plants and transmission offices), including cable or the cable conduit inlets, this minimum distance may be smaller. If the prerequisites of a spatially separated secondary route cannot be fulfilled, a supplementary plant is created. The production costs of such a supplementary plant will be reimbursed by FirstMark to the Telekom according to ENCLOSURE D - PRICE. Supplementary plants under these regulations are additional lines or line parts (cable or microwave lines) the establishment of which becomes necessary to complete the infrastructure of the line network existing or intended within the frame of installation of the normal route in a way that the primary route ICAs ,,Customer Sited" routed on the normal route can be routed edge-disjoint from the ICAs ,,Customer Sited" of the secondary route. Page 10 Interconnection Contract with FirstMark Confidential The Inter-Building section is a digital signal connection with a transmission capacity of 2 Mbit/s (DSV2) for the transmission of 31 channels, each 64 kbit/s. It is realized by the Telekom. These channels can be used as useful channels or as signalling channels. The ICAs ,,Customer Sited with two-way routing" and the useful and signalling channels routed via these junctions are distributed uniformly on the two transmission routes in the Inter-Building section. The traffic is distributed uniformly on the primary and the seondary route. The Intra-Building section consists of a port of the exchange plant with network interworking function of the Telekom telephone network and the termination equipment of the Telekom telephone network (2 Mbit/s-NT), including the related indoor routings (one termination equipment per digital signal connection 2Mbit/s). 1.4 The minimum quantity of ICAs ,,Customer Sited with two-way routing" at one OdZ for the first order is two ICAs (2 Mbit/s) with 31 64 kbit/s channels, each. One 2 Mbit/s interface is provided per ICAs ,,Customer Sited with two-way routing". The channels can be used as useful channels or as signalling channels. The signalling channels are part of the ICAs ,,Customer Sited with two-way routing", independent of their number and routing. All ICAs ,,Customer Sited with two-way routing" of FirstMark at one OdZ are provided in a way that they are always distributed equally on two different transmission routes (primary and secondary route). In case of an odd number of ICAs, a division is made varying by +/- 1 ICAs. Page 11 Interconnection Contract with FirstMark Confidential TYPE I VARIANT IB INTERCONNECTION JUNCTIONS ,,CUSTOMER SITED WITH DOUBLE SUPPORT" 1 DESCRIPTION OF PERFORMANCE 1.1 As an option to the ICAs ,,Customer Sited", the Telekom realizes within the frame of the technical and operational possibilities the interconnection of their telephone network with the FirstMark telephone network by means of ICAs ,,Customer Sited with double support" to enable telecommunication between the users of both telephone networks. The double support of ICAs shall allow the traffic handling between both telephone networks, although if one of the exchange plants with network interworking function within the Telekom telephone network where ICAs at one OdZ are connected to, fails. The quality might be restricted. 1.2 In addition to type I (interconnection junction ,,Customer Sited"), the following special arrangements do apply for interconnection junctions ,,Customer Sited with double support": 1.3 ICAs ,,Customer Sited with double support" are divided into an Inter-Building section and an Intra-Building section. The Inter-Building section is a digital signal connection with a transmission capacity of 2 Mbit/s (DSV2) for the transmission of 31 channels, each 64 kbit/s. ICAs ,,Customer Sited with double support" are realized as for transmission as one-way route and - divided as uniform as possible - switched either to two or to several exchange plants with network interworking function of the Telekom telephone network at the same OdZ, depending on the technical and operational possibilities. The actual distribution of the ICAs ,,Customer Sited with double support" on the involved exchange plants with network interworking function of the Telekom telephone network depends on the technical and operational possibilities and will be agreed upon with FirstMark. The Intra-Building section consists of a port of the exchange plant with network interworking function of the Telekom telephone network and the termination equipment of the Telekom telephone network (2 Mbit/s-NT), including the related indoor routings (one termination equipment per digital signal connection 2 Mbit/s). Page 12 Interconnection Contract with FirstMark Confidential 1.4 The minimum quantity of ICAs ,,Customer Sited with double support" at one OdZ for the first order is two ICAs (2 Mbit/s) with 31 64 kbit/s channels, each. One 2 Mbit/s interface is provided per ICAs ,,Customer Sited with double support". The channels can be used as usable channels or as signalling channels. The signalling channels are part of the ICAs ,,Customer Sited with double support", independent of their number and routing. 2 TRAFFIC ROUTING 2.1 Traffic that is delivered by the Telekom at one OdZ to the FirstMark telephone network via ICAs ,,Customer Sited with double support", is distributed on the exchange plants with network interworking function of the Telekom telephone network, in accordance with the ICAs distribution. 2.2 Due to technical restrictions in the traffic routing of the traffic to be delivered or in case of network adaptations effecting the traffic to be delivered, the Telekom is entitled to deviate from the division principle mentioned under item 2.1 temporarily or permanently to the extent of up to 25 % of the available channel capacity of the ICAs connected to an exchange plant with network interworking function of the Telekom telephone network. The division criteria need not be met in times with less traffic. 3 DUTIES TO COOPERATE Traffic that is delivered by FirstMark to the Telekom telephone network at one OdZ via ICAs ,,Customer Sited with double support", is to be distributed on the exchange plants with network interworking function of the Telekom telephone network, in accordance with the ICAs distribution. In cases falling under item 2.2, FirstMark is entitled to adapt the distribution to the ratio realized by the Telekom. Page 13 Interconnection Contract with FirstMark Confidential TYPE I VARIANT IC INTERCONNECTION JUNCTIONS ,,CUSTOMER SITED WITH DOUBLE SUPPORT AND TWO-WAY ROUTING" 1 DESCRIPTION OF PERFORMANCE 1.1 As an option to the ICAs ,,Customer Sited", the Telekom realizes within the frame of the technical and operational possibilities the interconnection of their telephone network with the FirstMark telephone network by means of ICAs ,,Customer Sited with double support and two-way routing" to enable telecommunication between the users of both telephone networks. The two-way routing allows the traffic handling also if one transmission route fails (primary and secondary route), even if quality is restricted. The double support of ICAs shall allow the traffic handling between both telephone networks, although if one of the exchange plants with network interworking function within the Telekom telephone network where ICAs at one OdZ are connected to, fails. The quality might be restricted. 1.2 In addition to type I, Ia and Ib, the following special arrangements do apply for interconnection junctions ,,Customer Sited with double support and two-way routing": 1.3 ICAs ,,Customer Sited with double support and two-way routing" are divided into an Inter-Building section and an Intra-Building section. They are - divided as uniform as possible - switched either to two or to several exchange plants with network interworking function of the Telekom telephone network at the same OdZ, depending on the technical and operational possibilities. As for their routing within the Inter-Building section, they are divided on two different transmission routes (primary and secondary route). The traffic is distributed uniformly on the primary and the secondary route per double support. 1.4 The minimum quantity of ICAs ,,Customer Sited with souble support and two-way routing" at one OdZ per exchange plant with network interworking function of the Telekom telephone network for the first order is two ICAs (2 Mbit/s) with 31 64 kbit/s channels, each. One 2 Mbit/s interface is provided per ICAs ,,Customer Sited with double support and two-way routing". The channels can be used as useful channels or as signalling channels. The signalling channels are part of the ICAs ,,Customer Sited with double support and two-way routing", independent of their number and routing. Page 14 Interconnection Contract with FirstMark Confidential TYPE II INTERCONNECTION JUNCTION ,,PHYSICAL CO-LOCATION" 1 DESCRIPTION OF PERFORMANCE 1.1 The Telekom realizes the interconnection between their telephone network and the telephone network of FirstMark by means of ICAs ,,Physical Co-location" to enable telecommunication between the users of both telephone networks. 1.2 The totality of all realized ICAs between the Telekom telephone network and the FirstMark telephone network at a location according to ENCLOSURE F - LOCATIONS OF INTERCONNECTION is called network interworking. Each network interworking is allocated to a distance measuring point for the performances of the service portfolio made use of at the location of interconnection. 1.3 The ICAs ,,Physical Co-location" consists of an Intra-Building section. The Intra-Building section consists of a port of the exchange plant with network interworking function of the Telekom telephone network and the termination equipment of the Telekom telephone network (2 Mbit/s-NT), including the related indoor routings. The Inter-Building section is independently realized by FirstMark. Only the entry into the Telekom building and the routing within the building up to the collocation room is realized by the Telekom according to the regulations of ANNEX E - COLLOCATION. 1.4 The termination equipment of the Telekom telephone network (2 Mbit/s-NT) is a physical interface with defined transmission characteristics between the Telekom telephone network and the FirstMark telephone network. The termination equipment (2Mbit/s-NT) is realized by the Telekom in the collocation room of FirstMark. The output/input of the termination equipment forms the interchange point of the ICAs ,,Physical Co-location" to FirstMark. The interchange point is the contract-relevant interface where the responsibility for planning, installation and operation changes from one contract party to the other. Page 15 Interconnection Contract with FirstMark Confidential 1.5 When ordering the first ICAs ,,Physical Co-location", a 2 Mbit/s connection (31 channels, each 64 kbit/s) and one collocation room are provided. The channels can be used as useful channels or as signalling channels. The signalling channels are part of the ICAs ,,Physical Co-location", independent of their number and routing. In case of further orders, the ICAs ,,Physical Co-location" will be extended by 2 Mbit/s connections; further signalling channels may also be required. For details regarding design of the signalling networks and dimensioning of the signalling channels as well as the signalling protocols, please refer to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. The location of the exchange plant with network interworking function of the Telekom telephone network at the OdZ will be determined by the Telekom. If it is not possible to provide FirstMark with further interconnection junctions ,,Physical Co-location" at a collocation location with an exchange plant with network interworking function of the Telekom telephone network, FirstMark can, instead of ordering the interconnection junctions ,,Physical Co-location" (including a further collocation room) at another collocation location with an exchange plant with network interworking function of the Telekom telephone network at the existing OdZ, also order interconnection junctions ,,Customer Sited" with termination equipment of the Telekom telephone network (2 Mbit/s-NT) at the collocation location already existing. Deviating from the previous regulations, FirstMark can order also ICAs ,,Customer Sited" with termination in an already existing collocation room of an existing OdZ, instead of ICAs ,,Physical Co-location" at further OdZ. In that case, the regulations according to item 1.5 of type I, ICAs ,,Customer Sited" for provision beyond the standard catchment area, are applied. 1.6 The collocation room is a standardized, separate room that is independently used by FirstMark. The collocation room has a standard area of 10 qm, however, depending on the local and space conditions, this may vary. For the constructional and electrotechnical standard features of the collocation room, please see ANNEX E - COLLOCATION ROOM. 1.7 The collocation room may be used by FirstMark only for installation and operation of transmission terminal equipment. FirstMark is not allowed to use other facilities of the Telekom, especially the antenna supports for realization of the Inter-Building section. Page 16 Interconnection Contract with FirstMark Confidential 1.8 The Telekom has the right to move the collocation room within the building or into another building. For details, please see ANNEX E - COLLOCATION ROOM. 1.9 For technical details, especially the description of the transmission interfaces, please see ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. 2 MODE OF OPERATION OF THE USEFUL CHANNELS AND ASSIGNMENT OF THE SIGNALLING CHANNELS 2.1 The ICAs,,Physical Co-location" are generally operated mutually. For further details, please see ANNEX B - ORDER / PROVISION. 2.2 Assignment of signalling channels to time slots within the digital signal connection DSV2 is made upon agreement between the Telekom and FirstMark and is regulated in ANNEX B - ORDER / PROVISION. 3 DUTIES TO COOPERATE 3.1 The ICAs ,,Physical Co-location" are provided by the Telekom, provided that FirstMark meets the necessary technical requirements according to ANNEX A - PARAMETERS AND DESCRIPTIONS. 3.2 FirstMark will suppress the equipment used for the interconnection of the gateway systems within the agreed periods and supports the Telekom in the interference suppression of the ICAs to the required extent. 3.3 Prerequisites for the utilization of the ICAs,,Physical Co-location" is the compliance with the obligations stated in ANNEX E - COLLOCATION ROOM BY FIRSTMARK. 4 QUALITY 4.1 The Telekom provides ICAs ,,Physical Co-location" with the quality paramaters according to ENCLOSURE E - QUALITY. 4.2 For further details please see ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. Page 17 Interconnection Contract with FirstMark Confidential TYPE II VARIANT IIA INTERCONNECTION JUNCTIONS ,,PHYSICAL CO-LOCATION WITH DOUBLE SUPPORT" 1 DESCRIPTION OF PERFORMANCE 1.1 As an option to the ICAs ,,Physical Co-location", the Telekom realizes within the frame of the technical and operational possibilities the interconnection of their telephone network with the FirstMark telephone network by means of ICAs ,,Physical Co-location with double support" to enable telecommunication between the users of both telephone networks. The double support of ICAs shall allow the traffic handling, although if one of the exchange plants with network interworking function within the Telekom telephone network where ICAs at one OdZ are connected to, fails. The quality might be restricted. 1.2 In addition to type II (interconnection junction ,,Physical Co-location"), the following special arrangements do apply for interconnection junctions ,,Physical Co-location with double support": 1.3 All ICAs of FirstMark at one OdZ are provided with ,,Physical Co-location with double support" in a way that they are distributed either to two or to several exchange plants with network interworking function of the Telekom telephone network at the same OdZ, depending on the technical and operational possibilities. At least one signalling channel is required per support on one exchange plant with network interworking function. Depending on the amount of the ICAs ,,Physical Co-location with double support", further signalling channels might by necessary. 1.4 The minimum quantity of ICAs ,,Physical Co-location with double support" at one OdZ is two ICAs. The ICAs ,,Physical Co-location with double support" are provided as 2 Mbit/s connections (31 channels, 64 kbit/s each). The channels can be used as useful channels or as signalling channels. The signalling channels are part of the ICAs ,,Physical Co-location with double support", independent of their number and routing. When ordering the first ICAs ,,Physical Co-location with double support", the Telekom provides one collocation room per location of the exchange plant with network interworking function of the Telekom at the OdZ. Page 18 Interconnection Contract with FirstMark Confidential 2 TRAFFIC ROUTING 2.1 Traffic that is delivered by the Telekom at one OdZ to the FirstMark telephone network via ICAs ,,Physical Co-location with double support", is divided on the exchange plants with network interworking function of the Telekom telephone network, in accordance to the ICAs distribution. 2.2 Due to technical restrictions in the traffic routing of the traffic to be delivered or in case of network adaptations effecting the traffic to be delivered, the Telekom is entitled to deviate from the division principle mentioned under item 2.1 temporarily or permanently to the extent of up to 25 % of the available channel capacity of the ICAs connected to an exchange plant with network interworking function of the Telekom telephone network. The division criteria need not be met in times with less traffic. 3 DUTIES TO COOPERATE Traffic that is delivered by FirstMark to the Telekom telephone network at one OdZ via ICAs ,,Physical Co-location with double support", is to be distributed on the exchange plants with network interworking function of the Telekom telephone network, in accordance with the ICAs distribution. In cases falling under item 2.2, FirstMark is entitled to adapt the distribution to the ratio realized by the Telekom. Page 19 Interconnection Contract with FirstMark Confidential PART 3 INTERCONNECTION JUNCTIONS ,,CUSTOMER SITED 16X2 MBIT/S / 21X2 MBIT/S/ 63X2 MBIT/S" TYPE III / TYPE IV / TYPE V INTERCONNECTION JUNCTIONS ,,CUSTOMER SITED 16X2 MBIT/S" / ,,CUSTOMER SITED 21X2 MBIT/S" / ,,CUSTOMER SITED 63X2 MBIT/S" 1 DESCRIPTION OF PERFORMANCE 1.1 As an option to the ICAs ,,Customer Sited", the Telekom realizes the interconnection of their telephone network with the FirstMark telephone network by means of ICAs,,Customer Sited 16x2 Mbit/s" / ,,Customer Sited 21x2 Mbit/s" / ,,Customer Sited 63x2 Mbit/s" to enable telecommunication between the users of both telephone networks. 1.2 The totality of all realized ICAs between the Telekom telephone network and the FirstMark telephone network at a location according to Enclosure F - Locations of interconnection is called network interworking. Each network interworking is allocated to a distance measuring point for the performances of the service portfolio made use of at the location of interconnection. 1.3 The ICAs ,,Customer Sited 16x2 Mbit/s" / ,,Customer Sited 21x2 Mbit/s"/ ,,Customer Sited 63x2 Mbit/s" are divided into an Inter-Building section and an Intra-Building section. The Inter-Building section is a CFV 16xT2MS / 21xT2MS / 63xT2MS for the transmission of 16 / 21 / 63 digital signal connections 2 Mbit/s (DSV2) with 31 channels, each and 64 kbit/s per channel. The channels can be used as useful channels or as signalling channels. The signalling channels are part of the ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s", independent of their number and routing. The 16 / 21 / 63 digital signal connections belong to the same traffic relation. The Inter-Building section is realized by the Telekom. The Intra-Building section consists of the 16 / 21 / 63 ports of the exchange plant with network interworking function of the Telekom telephone network and the 16 / 21 / 63 terminations of the Telekom telephone network (2 Mbit/s-NT), including the related indoor routings. Page 20 Interconnection Contract with FirstMark Confidential 1.4 The termination equipment of the Telekom telephone network (2 Mbit/s-NT) is a physical interface with defined transmission characteristics between the Telekom telephone network and the FirstMark telephone network. The termination equipment (2Mbit/s-NT) is realized by the Telekom at FirstMark facilities. The output/input of the termination equipment forms the interchange point of the ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s" to FirstMark. The interchange point is the contract-relevant interface where the responsibility for planning, installation and operation changes from one contract party to the other. 1.5 When ordering the ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s" at one OdZ, a package of 16 / 21 / 63 ICAs 2 Mbit/s is provided. The 31 64 kbit/s channels of the single 2 Mbit/s connections can be used as useful channels or as signalling channels. The signalling channels are part of the ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s", independent of their number and routing. For details regarding design of the signalling networks and dimensioning of the signalling channels as well as the signalling protocols, please refer to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s" are provided only within the standard catchment areas of the respective OdZ. For the standard catchment areas please see ENCLOSURE F - LOCATIONS OF INTERCONNECTION. Within the frame of the existing technical and operational possibilities, the Telekom realizes ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s" beyond the standard catchment area, deviating from the provision within the standard catchment area, up to a tariff distance of max. 221 km, provided that FirstMark undertakes to take this into consideration during network planning and network design, to ensure the speech quality and to assign the following delay time contingents to the Telekom: With an Inter-Building section having a tariff distance of a) < 9 km : FirstMark assigns 0 ms to the Telekom - b) > 9 km < 98 km : FirstMark assigns 1 ms to the Telekom - c) > 98 km < 221 km : FirstMark assigns 2 ms to the Telekom - Page 21 Interconnection Contract with FirstMark Confidential The location of the exchange plant with network interworking function of the Telekom at the OdZ will be determined by the Telekom. The Telekom is entitled due to technical or operational reasons to shift interconnection junctions ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s" to another location with an exchange plant with network interworking function of the Telekom telephone network at the same OdZ. FirstMark has to be informed about the planned shift at least three months before. All measures connected with the shift are to be agreed upon with FirstMark under consideration of their operational requirements. FirstMark will not be charged with any provision fee for that shift. If the new fixed line fee for the Inter-Building section exceeds the previous fixed line fee, FirstMark has to pay the new fee one year after the shift only. 1.6 Descriptions of the transmission interfaces and the demands on the installation of the necessary technical equipment and the power supply in FirstMark buildings are contained in ANNEX A - TECHNICAL PARAMETER AND DESCRIPTIONS. 1.7 For further technical details please see ANNEX A - TECHNICAL PARAMETER AND DESCRIPTIONS. 1.8 The ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s" are realized in one-way routing. A capacity upgrade, that means, any combination of ICAs ,,Customer Sited 2 Mbit/s / 16x2 Mbit/s / 21x2 Mbit/s" to one ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s" is possible any time at all ICAs ,,Customer Sited 2 Mbit/s / 16x2 Mbit/s / 21x2 Mbit/s" of the same traffic relation without changing the Inter-Building section, even prior to the expiry of the arranged minimum fixed line period. It will be realized according to the technical and operational possibilities. With the day of providing the ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s", the contract relations of the old, summarized ICAs ,,Customer Sited 2 Mbit/s / 16x2 Mbit/s / 21x2 Mbit/s" are regarded as terminated. For the new ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s", the regulations referring to the minimum fixed line period according to ANNEX B - ORDER / PROVISION ARE VALID ANEW. Page 22 Interconnection Contract with FirstMark Confidential 2 MODE OF OPERATION OF THE USEFUL CHANNELS AND ASSIGNMENT OF THE SIGNALLING CHANNELS 2.1 The ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s" are generally operated mutually. For further details, please see ANNEX B - ORDER / PROVISION AS FOR ICAS,,CUSTOMER SITED". 2.2 Assignment of signalling channels to time slots within the digital signal connection DSV2 is made upon agreement between the Telekom and FirstMark and is regulated in ANNEX B - ORDER / PROVISION. 3 DUTIES TO COOPERATE 3.1 The ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s" are provided by the Telekom, provided that FirstMark meets the necessary technical requirements according to ANNEX A - PARAMETERS AND DESCRIPTIONS and a declaration of the real-estate owner is presented according to ss. 10 TKV97 for the premises concerned. 3.2 FirstMark will suppress the equipment used for the interconnection of the gateway systems within the agreed periods and supports the Telekom in the interference suppression of the ICAs to the required extent. 4 QUALITY 4.1 The Telekom provides ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s" with the quality paramaters according to Enclosure E - Quality, as for ICAs,,Customer Sited". 4.2 For further details please see ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. Page 23 Interconnection Contract with FirstMark Confidential Type III / Type IV / Type V Variant IIIa / Variant IVa / Variant Va Interconnection junctions ,,Customer Sited 16x2 Mbit/s with two-way routing" ,,Customer Sited 21x2 Mbit/s with two-way routing" ,,Customer Sited 63x2 Mbit/s with two-way routing" 1 DESCRIPTION OF PERFORMANCE 1.1 As an option to the ICAs ,,Customer Sited 16x2 Mbit/s" / ,,Customer Sited 21x2 Mbit/s"/ ,,Customer Sited 63x2 Mbit/s", the Telekom realizes the interconnection of their telephone network with the FirstMark telephone network by means of ICAs ,,Customer Sited 16x2 Mbit/s with two-way routing" / ICAs ,,Customer Sited 21x2 Mbit/s with two-way routing / ICAs ,,Customer Sited 63x2 Mbit/s with two-way routing" to enable telecommunication between the users of both telephone networks. The two-way routing allows the traffic handling also if one transmission route fails (primary and secondary route), even if quality is restricted. 1.2 In addition to type III / type IV / type V (interconnection junctions ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s"), the following special arrangements do apply for interconnection junctions ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with two-way routing". 1.3 ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with two-way routing" are divided into an Inter-Building section and an Intra-Building section. As for their routing within the Inter-Building section, they are divided on two different transmission routes (primary and secondary route). The primary or secondary route are routed always in spatially separated lines and routes (1.5 m distance at least). At nodes within the telephone network of the Telekom (exchange plants and transmission offices), including cable or the cable conduit inlets, this minimum distance may be smaller. If the prerequisites of a spatially separated secondary route cannot be fulfilled, a supplementary plant is created. The production costs of such a supplementary plant will be reimbursed by FirstMark to the Telekom according to ENCLOSURE D - PRICE. Page 24 Interconnection Contract with FirstMark Confidential Supplementary plants under these regulations are additional lines or line parts (cable or microwave line) the establishment of which becomes necessary to complete the infrastructure of the line network existing or intended within the frame of installation of the normal route in a way that the primary route ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s" routed on the normal route can be routed edge-disjoint from the ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s" of the secondary route. The Inter-Building section is a CFV 16xT2MS / 21xT2MS / 63xT2MS for the transmission of 16 / 21 / 63 digital signal connections 2 Mbit/s with 31 channels, each and 64 kbit/s per channel. The Inter-Building section is realized by the Telekom. The channels can be used as useful channels or as signalling channels. Each ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with two-way routing" is routed as package of 16 / 21 / 63 DSV2 over one transmission route each (primary or secondary route). The Intra-Building section consists of a port of the exchange plant with network interworking function of the Telekom telephone network and the termination equipment of the Telekom telephone network (2 Mbit/s-NT), including the related indoor routings (one termination equipment per digital signal connection 2Mbit/s). 1.4 The minimum quantity of ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with two-way routing" at one OdZ for the first order is two ICAs (16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s) with each 16 / 21 / 63 DSV, each having 31 64 kbit/s channels. 16 / 21 / 63 2 Mbit/s interfaces are provided per ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with two-way routing". The channels can be used as useful channels or as signalling channels. The signalling channels are part of the ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with two-way routing", independent of their number and routing. All ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with two-way routing" of FirstMark at one OdZ are provided in a way that they are always distributed equally on two different transmission routes (primary and secondary route). Page 25 Interconnection Contract with FirstMark Confidential TYPE III / TYPE IV / TYPE V VARIANT IIIB / VARIANT IVB / VARIANT VB INTERCONNECTION JUNCTIONS ,,CUSTOMER SITED 16X2 MBIT/S WITH DOUBLE SUPPORT" ,,CUSTOMER SITED 21X2 MBIT/S WITH DOUBLE SUPPORT" ,,CUSTOMER SITED 63X2 MBIT/S WITH DOUBLE SUPPORT" 1 DESCRIPTION OF PERFORMANCE 1.1 As an option to the ICAs ,,Customer Sited 16x2 Mbit/s" / ,,Customer Sited 21x2 Mbit/s"/ ,,Customer Sited 63x2 Mbit/s", the Telekom realizes within the frame of the technical and operational possibilities the interconnection of their telephone network with the FirstMark telephone network by means of ICAs ,,Customer Sited 16x2 Mbit/s with double support" / ,,Customer Sited 21x2 Mbit/s with double support" / ,,Customer Sited 63x2 Mbit/s with double support" to enable telecommunication between the users of both telephone networks. The double support of ICAs shall allow the traffic handling between both telephone networks, although if one of the exchange plants with network interworking function within the Telekom telephone network where ICAs at one OdZ are connected to, fails. The quality might be restricted. 1.2 In addition to type III / type IV / type V (interconnection junctions ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s"), the following special arrangements do apply for interconnection junctions ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support". 1.3 ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support" are divided into an Inter-Building section and an Intra-Building section. The Inter-Building section is a CFV 16xT2MS / 21xT2MS / 63xT2MS for the transmission of 16 / 21 / 63 digital signal connections 2 Mbit/s with 31 channels, each and 64 kbit/s per channel. ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support" are realized as for transmission as one-way route - divided as uniform as possible - switched either to two or to several exchange plants with network interworking function of the Telekom telephone network at the same OdZ, depending on the technical and operational possibilities. Page 26 Interconnection Contract with FirstMark Confidential A minimum of one package of 16 / 21 / 63 DSV2 is switched to each VE:N. The actual distribution of the ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support" on the involved exchange plants with network interworking function of the Telekom telephone network depends on the technical and operational possibilities and will be agreed upon with FirstMark. The Intra-Building section consists of the 16 / 21 / 63 ports of the exchange plant with network interworking function of the Telekom telephone network and the 16 / 21 / 63 terminations of the Telekom telephone network (2 Mbit/s-NT), including the related indoor routings (one termination equipment per digital signal connection 2Mbit/s). 1.4 The minimum quantity of ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support" at one OdZ for the first order is two ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s" with each 16 / 21 / 63 DSV, each having 31 64 kbit/s channels. 16 / 21 / 63 2 Mbit/s interfaces are provided per ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support". The channels can be used as useful channels or as signalling channels. The signalling channels are part of the ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support", independent of their number and routing. 2 TRAFFIC ROUTING 2.1 Traffic that is delivered by the Telekom at one OdZ to the FirstMark telephone network via ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support", are divided on the exchange plants with network interworking function of the Telekom telephone network, in accordance to the ICAs distribution. 2.2 Due to technical restrictions in the traffic routing of the traffic to be delivered or in case of network adaptations effecting the traffic to be delivered, the Telekom is entitled to deviate from the division principle mentioned under item 2.1 temporarily or permanently to the extent of up to 25 % of the available channel capacity of the ICAs connected to an exchange plant with network interworking function of the Telekom telephone network. The division criteria need not be met in times with less traffic. Page 27 Interconnection Contract with FirstMark Confidential 3 DUTIES TO COOPERATE Traffic that is delivered by FirstMark to the Telekom telephone network at one OdZ via ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support", is to be distributed on the exchange plants with network interworking function of the Telekom telephone network, in accordance with the ICAs distribution. In cases falling under item 2.2, FirstMark is entitled to adapt the distribution to the ratio realized by the Telekom. Page 28 Interconnection Contract with FirstMark Confidential TYPE III / TYPE IV / TYPE V VARIANT IIIC / VARIANT IVC / VARIANT VC INTERCONNECTION JUNCTIONS ,,CUSTOMER SITED 16X2 MBIT/S WITH DOUBLE SUPPORT AND TWO-WAY ROUTING" ,,CUSTOMER SITED 21X2 MBIT/S WITH DOUBLE SUPPORT AND TWO-WAY ROUTING" ,,CUSTOMER SITED 63X2 MBIT/S WITH DOUBLE SUPPORT AND TWO-WAY ROUTING" 1 DESCRIPTION OF PERFORMANCE 1.1 As an option to the ICAs ,,Customer Sited 16x2 Mbit/s" / ,,Customer Sited 21x2 Mbit/s"/ ,,Customer Sited 63x2 Mbit/s", the Telekom realizes within the frame of the technical and operational possibilities the interconnection of their telephone network with the FirstMark telephone network by means of ICAs ,,Customer Sited 16x2 Mbit/s with double support and two-way routing" / ,,Customer Sited 21x2 Mbit/s with double support and two-way routing"/ ,,Customer Sited 63x2 Mbit/s with double support and do two-way routing" to enable telecommunication between the users of both telephone networks. The two-way routing allows the traffic handling also if one transmission route fails (primary and secondary route), even if quality is restricted. The double support of ICAs shall allow the traffic handling, although if one of the exchange plants with network interworking function within the Telekom telephone network where ICAs at one OdZ are connected to, fails. The quality might be restricted. 1.2 In addition to type III, IIIa and IIIb / IV, IVa and IVb / V, Va and Vb the following special arrangements do apply for interconnection junctions ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support and two-way routing". 1.3 ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support and two-way routing" are divided into an Inter-Building section and an Intra-Building section. They are - divided as uniform as possible - switched either to two or to several exchange plants with network interworking function of the Telekom telephone network at the same OdZ, depending on the technical and operational possibilities. As for their routing within the Inter-Building section, the ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support and two-way routing" are distributed on two different transmission routes (primary and secondary route). Page 29 Interconnection Contract with FirstMark Confidential 1.4 The minimum quantity of ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support and two-way routing" at one OdZ per exchange plant with network interworking function of the Telekom telephone network for the first order is two ICAs 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with each 16 / 21 / 63 DSV2, each having 31 64 kbit/s channels. The channels can be used as useful channels or as signalling channels.The signalling channels are part of the ICAs ,,Customer Sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support and two-way routing, independent of their number or routing. Page 30 Interconnection Contract with FirstMark Confidential ENCLOSURE C SERVICE PORTFOLIO Page I Interconnection Contract with FirstMark Confidential ENCLOSURE C "SERVICE PORTFOLIO" CONSISTING OF THE FOLLOWING PARTS: PART 1 "TECHNICAL REALISATION OF THE INTERCONNECTION SERVICES PERFORMED BY THE TELEKOM" PART 2 "INTERCONNECTION SERVICES PERFORMED BY THE TELEKOM" PART 3 "INTERCONNECTION SERVICES PERFORMED BY FIRSTMARK" Page II Interconnection Contract with FirstMark Confidential PART 1 TECHNICAL REALISATION OF THE INTERCONNECTION SERVICES PERFORMED BY THE TELEKOM Page III Interconnection Contract with FirstMark Confidential TECHNICAL REALISATION OF THE INTERCONNECTION SERVICES PERFORMED BY THE TELEKOM 1. GENERAL PRINCIPLES 1.1 Maintenance of network integrity The specifications defined on the basis of these principles and described in detail in the following paragraphs apply for the technical realisation of the interconnection services. These are used to reduce traffic shifts and concentrations in the telephone network of the Telekom and thus to reduce the influence on the functionality of the network. The principles for the technical realisation described below are to maintain the network integrity in the meaning of Article 3, Paragraph 2 of Guideline 90/387 EEC of the Council dated 28 June 1990 and Article 10 of Guideline 97/33 EC of the European Parliament and the Council dated 30 June 1997. 1.2 Realisation of further OdZ to maintain the network integrity In order to maintain the network integrity the Telekom may request FirstMark to order ICAs at other locations according to ENCLOSURE F - LOCATIONS OF INTERCONNECTION, in case it must be expected - due to the traffic information provided in the planning agreements and orders, or due to the traffic development - that the traffic from and in the allocated basic catchment areas according to ENCLOSURE F - LOCATIONS OF INTERCONNECTION, Category A - of these locations will result in an exceeding of the threshold value defined in items 2 and 3. The threshold value is exceeded when the traffic value according to the measuring method described in ANNEX D - OPERATION exceeds 48.8 Erlang. Page 1 Interconnection Contract with FirstMark Confidential 1.3 Definitions Close to source: Transfer of the connection to the OdZ which, in its allocated basic catchment area (according to ANNEX F - LOCATIONS OF INTERCONNECTION, category A), includes the local network where the telephone connection of the calling customer is switched. Close to destination: Transfer of the connection to the OdZ which, in its allocated basic catchment area (according to ANNEX F - LOCATIONS OF INTERCONNECTION, category A), includes the local network in which the connection is terminated. Odz of category A Locations of interconnection (OdZ) of category A are locations at which the Telekom offers the utilization of its interconnection services under the conditions fixed in this Enclosure C, and that from or to the respective basic catchment area. Odz of category B Locations of interconnection (OdZ) of category B are locations at which the Telekom offers the utilization of its interconnection services under the conditions fixed in this Enclosure C, and that from or to the respective standard catchment area. 1.4 Allocation of catchment areas The allocation of the catchment areas to the individual OdZ utilized by FirstMark is specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. Upon request by FirstMark the allocation of the catchment areas of FirstMark for the direction of traffic, FirstMark - Telekom (Services Telekom-B.1 and FirstMark-B.2) can differ from the allocation of the standard catchment areas according to ANNEX F - LOCATIONS OF INTERCONNECTION, Category B - within the scope of the corresponding basic catchment area according to ANNEX F - LOCATIONS OF INTERCONNECTION, Category A. A deviation from the basic catchment areas according to ANNEX F - LOCATIONS OF INTERCONNECTION, Category A - is not possible, i.e. the catchment areas specified by FirstMark must cover the corresponding basic catchment area completely, i.e. without any gaps and overlapping. Page 2 Interconnection Contract with FirstMark Confidential 2 PRINCIPLES FOR THE TECHNICAL REALISATION OF TRANSFER SERVICES 2.1. The interchange of the connections to FirstMark is normally performed "close to source", i.e. at the OdZ whose basic catchment area according to ANNEX F - LOCATIONS OF INTERCONNECTION, Category A - includes the local network to which the calling customer's telephone is connected. For details and exceptions (e.g. connections to non-geographical destinations) refer to Part 2 of this Enclosure C and ANNEX G - MUTUAL PERFORMANCE RELATIONS. In case FirstMark has an OdZ in the standard catchment area, the close-to-source interchange is performed at the OdZ whose allocated standard catchment area according to ANNEX F - LOCATIONS OF INTERCONNECTION, Category B - includes the local network to which the calling customer's telephone is connected. Connections interchanged close to the source are not considered in the measurement of the threshold value. 2.2 Exceptions from the close-to-source interchange 2.2.1 Compliance with threshold value As long as the threshold value is not exceeded by the traffic to and from the basic catchment area of one of the 23 locations of category A according to ANNEX F - LOCATIONS OF INTERCONNECTION, ICAs are not required at such locations. In such case the realisation of ICAs at another location of category A according to ANNEX F - LOCATIONS OF INTERCONNECTION - to be agreed upon with the Telekom will be sufficient. At such location the connections from this basic catchment area can be transferred - provided that the threshold value is not exceeded by the traffic to and from the corresponding basic catchment area. 2.2.2 Connections not interchanged close to the source according to item 2.2.1 are considered in the measurement of the threshold value. 2.3 Utilization of the network services of the Telekom for voice telephone services for the public is only possible when FirstMark maintains a switching connection network with at least one OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION as well as three self-operated transmission routes (lines) which end in three different local networks. For a nation-wide provision of voice telephone services such OdZ must be a location of category A according to ANNEX F - LOCATIONS OF INTERCONNECTION. Page 3 Interconnection Contract with FirstMark Confidential Furthermore, the right to use these services is restricted to the transfer from the license area and, in the case of line licenses, to the local networks where the line ends. If FirstMark, within the scope of a regional license or line license, is entitled to utilize transfer services in a part of the above mentioned catchment areas only, FirstMark undertakes not to utilize the transfer service outside of this area and to establish a free information service for calls outside of its license area explaining the restriction of the scope of services. The information service is to be dimensioned such that there will not be any blockades or call repetitions in the telephone network of the Telekom. 3 PRINCIPLES FOR THE TECHNICAL REALISATION OF TERMINATION SERVICES The following principles apply to the termination of connections of a subscriber network and/or a connection network provider in the network of the Telekom, regardless of the fact whether these connections have their origin in the network of FirstMark, the network of the Telekom or another network provider. 3.1 Termination of connections with geographical destination number (area code and subscriber number) 3.1.1 The take-over of the connections with geographical destination number (area code and subscriber number) for termination or further exchanging in the network of the Telekom is performed either close to the destination, i.e. at the OdZ whose allocated basic catchment area according to ANNEX F - LOCATIONS OF INTERCONNECTION, Category A - includes the local network where the connection is terminated, or close to the source, i.e. at the OdZ whose allocated basic catchment area according to ANNEX F - LOCATIONS OF INTERCONNECTION, Category A - includes the local network where the telephone connection of the calling customer is switched. In case FirstMark has an OdZ in the standard catchment area, the close-to-destination or close-to-source take-over is performed at the OdZ whose allocated standard catchment area according to ANNEX F - LOCATIONS OF INTERCONNECTION, Category B - includes the local network where the connection is terminated or at the OdZ whose allocated standard catchment area according to ANNEX F - LOCATIONS OF INTERCONNECTION, Category B - includes the local network where the telephone connection of the calling customer is switched. 3.1.2 Connections transferred close to the destination or close to the source according to item 3.1.1 are not considered in the measurement of the threshold value. Page 4 Interconnection Contract with FirstMark Confidential 3.2 Compliance with threshold value 3.2.1 As long as the threshold value is not exceeded by the traffic to and from the basic catchment area of one of the 23 locations of category A according to ANNEX F - LOCATIONS OF INTERCONNECTION, the realisation of ICAs is not required at such locations. In such case the realisation of ICAs at another location of category A according to ANNEX F - LOCATIONS OF INTERCONNECTION - to be agreed upon with the Telekom will be sufficient. At such location the interchange of connections from this basic catchment area can be performed - provided that the threshold value is not exceeded by the traffic to and from the corresponding basic catchment area. 3.2.2 Connections not handed over close to the source or close to the destination according to item 3.2.1, are considered in the measurement of the threshold value. 3.3 According to the specifications of item 3.1.1 a network provider contracted by FirstMark can hand over connections to the Telekom for termination either close to the destination or close to the source. These connections are not considered in the measurement of the threshold value. In addition to that the contracted network provider can hand over connections neither close to the source nor close to the destination according to item 3.2.1, provided that the threshold value is not exceeded. In such case the connections are considered in the measurement of the threshold value for the contracted network provider. 3.4 Termination of connections with international and non-geographical destinations 3.4.1 The take-over of the connections with international and non-geographical destinations for termination or further exchange in the telephone network of the Telekom is performed close to the source, i.e. at the OdZ whose allocated standard or basic catchment area according to ANNEX F - LOCATIONS OF INTERCONNECTION - includes the local network in which the connection has its origin. 3.4.2 Connections handed over close to the source according to item 3.3.1 are not considered in the measurement of the threshold value. 3.5 For details and exceptions regarding the traffic routing refer to Part 2 of this Enclosure C in connection with the corresponding interconnection services and to ANNEX G - MUTUAL PERFORMANCE RELATIONS. Page 5 Interconnection Contract with FirstMark Confidential 4 MIGRATION IN CASE THE THRESHOLD VALUE IS EXCEEDED 4.1 Adding other OdZ to the planning agreements The Telekom can request FirstMark to add another OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION, Category A, to the planning agreements, in case the threshold value for this OdZ is exceeded due to the traffic to and from the basic catchment area according to the traffic information given in the planning agreements. Should FirstMark fail to comply with Telekom's request by the due date stipulated in Part 1 of ANNEX B - ORDER/PROVISION, the planning agreements shall be considered as not coordinated. 4.2 Adding other OdZ to the orders The Telekom shall be entitled to reject an order of ICAs at an OdZ, in case the threshold value at another OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION, Category A - is exceeded due to the traffic to and from the basic catchment area according to the traffic information given in FirstMark's order. In such case the Telekom will request FirstMark in writing, to order the quantity of ICAs required for complying with the threshold value at the corresponding OdZ in accordance with the specifications of ANNEX B - ORDER/PROVISION. The other OdZ shall be agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS. 4.3 Realisation of other OdZ due to the development of the traffic at existing OdZ 4.3.1 Consequences of an exceeding of the threshold value To find out if the threshold value is exceeded due to the actual development of the traffic at an OdZ the Telekom is entitled to perform, at any time, traffic measurements according to the methods specified in ANNEX D - OPERATION. In case the Telekom finds out that the threshold value is exceeded, the Telekom will immediately request FirstMark to order ICAs at such OdZ within a period of 20 working days, indicating the result of the measurement and the number of ICAs required at the corresponding OdZ to comply with the threshold value and the time required for providing these ICAs. Page 6 Interconnection Contract with FirstMark Confidential The other OdZ is to be agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS. In case FirstMark fails to order the ICAs within a period of 20 working days for the earliest provision date possible stated by the Telekom, FirstMark shall be obliged to take appropriate traffic management measures to make sure that the threshold value is complied with. The Telekom is only obliged to transfer and terminate connections to such an extent that the traffic at this OdZ does not exceed the threshold value to the corresponding catchment area. In case FirstMark orders the ICAs, the realisation of connections for the portions above the threshold value is performed according to the existing technical and operational possibilities until the ICAs can be provided. The quality agreed upon according to ENCLOSURE E - QUALITY is not guaranteed for traffic portions above the threshold value. 4.3.2 Control of measuring result In case FirstMark does not object to the presented measuring result when placing the order mentioned in item 4.3.1, Telekom's measuring result shall be considered confirmed. In case FirstMark objects to Telekom's measuring result when placing the order, presenting their own measuring result determined on the basis of the measuring method specified in ANNEX D - OPERATION, it is to be clarified within a period of 10 working days after the receipt of the objection in a meeting of experts if the threshold value is exceeded or not. In case there is no agreement on this within a period of 20 working days after receipt of the objection, each of the parties to this contract can request with a notice of 10 working days that an independent expert as mentioned in ANNEX H - CONTACT PERSONS- should be appointed. Otherwise the objection shall be considered withdrawn and cannot be put forward again. The result of the independent expert shall be binding on both parties to the contract. In case the Telekom's measuring result is not confirmed by the neutral expert opinion, FirstMark shall be entitled to cancel the ordered ICAs free of charge. In such case the Telekom shall bear the costs for the independent expert opinion. In case the Telekom's measuring result is confirmed by the independent expert opinion, FirstMark shall bear the costs for the independent expert opinion. Page 7 Interconnection Contract with FirstMark Confidential PART 2 INTERCONNECTION SERVICES PERFORMED BY THE TELEKOM Paage IV Interconnection Contract with FirstMark Confidential LIST OF CONTENTS Telekom-B.1 Connections to the national telephone network of the Telekom from the telephone network of FirstMark Telekom-B.2 Connections from the national telephone network of the Telekom to FirstMark as a connection network provider Telekom-O.1 Connections via the telephone network of the Telekom to foreign telephone networks Telekom-O.2 Connections via the national telephone network of the Telekom to other national fixed networks Telekom-O.3 Connections via the telephone of the Telekom to the national mobile phone networks Telekom-O.4 Connections to Inmarsat subscribers Telekom-O.5 Connections to Freephone-Service of FirstMark under the service code 0800 or 0130 Telekom-O.6 Connections to Telekom's Shared Cost Service 0180 and to the Shared Cost Service 0180 of other network providers Telekom-O.7 Connections to the T-Vote-Call of the Telekom Telekom-O.10 Connections to Iridium and EMSAT subscribers Telekom-O.11 Connections to the 0700 Service of the Telekom and the 0700 Service of other network providers Telekom-O.12 Connections to the Online service of FirstMark under the access code 019xx Telekom-O.13 Connections from foreign telephone networks to the International Freephone Service (IFS) / Universal International Freephone Service (UIFS) of FirstMark Telekom-Z.1 Connections to the emergency call polling stations (agreed between FirstMark and the emergency call carriers) Telekom-Z.2 Connections to the information services of the Telekom Telekom-Z.3 Connection to the call information service of the Telekom Page V Interconnection Contract with FirstMark Confidential Telekom-Z.4 Connections to the 0190 1-9 service of the Telecom - with Online-Billing-Method - Telekom-Z.5 Connections to mobile call services Telekom-Z.6 Connections to the EXPO 2000 Call Center of the Telekom Telekom-Z.7 Connections from the national telephone network of the Telekom to the call information service of FirstMark under the service code 118xy - with Offline Billing Method - Telekom-Z.8 Connections to the Berlin-Bonn information service of the Telekom Page VI Interconnection Contract with FirstMark Confidential TELEKOM-B.1 CONNECTIONS TO THE NATIONAL TELEPHONE NETWORK OF THE TELEKOM FROM THE TELEPHONE NETWORK OF FIRSTMARK 1 DESCRIPTION OF SERVICES 1.1 The Telekom provides via the agreed ICAs at the OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to subscribers' terminals in the national telephone network of the Telekom with geographical destination number (area code and subscriber's number). 1.2. The following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter, provided that they are made available by FirstMark: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. 1.3 The services include the establishment of the connection via the signalling channel, a signalling request at a central database (RNPS) and the switching and holding of the basic channel and the connection from the network interworking to the subscriber's terminal of the Telekom. 1.4 The services described in this chapter do not include the transit to subscribers' terminals of other subscriber network providers even in the case of "ported subscriber numbers". 1.5 The Telekom will provide the services described in this chapter within the scope of the traffic amount and structure ordered by FirstMark and confirmed according to ANNEX B - ORDER/PROVISION. In case the traffic transferred by FirstMark exceeds the ordered and confirmed amount and structure of traffic, the Telekom will provide the services described in this chapter according to their existing technical and operational possibilities. Page 1 Interconnection Contract with FirstMark Confidential 2 DUTY TO COOPERATE 2.1 FirstMark shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with the Telekom. 2.2 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 FirstMark will hand over the connections mentioned in item 1.1 close to the source or close to the destination via the agreed ICAs at the OdZ according to Part 1 of this Enclosure C and the catchment areas agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark will hand over the connections on the B.1 bundle, traffic current A. 2.4 When establishing the connection FirstMark will hand over the Calling Line Identification (CLI). 3 TRAFFIC ROUTING 3.1 Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4 QUALITY 4.1 Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For the details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount and structure of traffic, the agreed quality will not be guaranteed by the Telekom. Page 2 Interconnection Contract with FirstMark Confidential TELEKOM-B.2 CONNECTIONS FROM THE NATIONAL TELEPHONE NETWORK OF THE TELEKOM TO FIRSTMARK AS A CONNECTION NETWORK PROVIDER 1 DESCRIPTION OF SERVICES 1.1 The Telekom provides via the agreed ICAs at the OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections originating in the national telephone network of the Telekom to FirstMark when FirstMark was selected as a connection network provider by a subscriber of the Telekom. 1.2. The following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. 1.3 The Telekom will carry out the technical modifications and administrative changes for the connection network provider selection. 1.4 The services include the establishment of the connection via the signalling channel, and the switching and holding of the basic channel and the connection up to the network interworking of FirstMark. 1.5 The selection of the connection network provider is performed via a preselection which is permanent for Telekom's subscribers or, in the case of individual connections, via a connection network provider code (prefix, call-by-call) dialled by the calling subscriber of the Telekom. 1.6 The Telekom will provide the services described in this chapter within the scope of the traffic amount and structure ordered by FirstMark and confirmed according to ANNEX B - ORDER/PROVISION. Page 1 Interconnection Contract with FirstMark Confidential 2 DUTY TO COOPERATE 2.1 FirstMark shall be obliged to accept at their gateway plant the connections (handed over by the Telekom at the ICAs) from subscribers of the Telekom who have selected FirstMark as the connection network provider. 2.2 FirstMark shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with the Telekom. 2.3 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.4 FirstMark will support the ISDN performance features listed in item 1.2, in particular the calling line identification (CLI) across the network borders. 2.5 FirstMark will inform the Telekom of the subscribing customers who have selected FirstMark as their permanently preset connection network provider. The details of this will be agreed upon by the parties to the contract. 3 TRAFFIC ROUTING 3.1 Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 3.2 The connections are handed over close to the source via the agreed ICAs at the OdZ according to Part 1 of this Enclosure and the catchment areas agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS. The connections are handed over on the B.2-bundle, traffic current B. 4 QUALITY 4.1 Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For the details refer to ENCLOSURE E - QUALITY. Page 2 Interconnection Contract with FirstMark Confidential TELEKOM-O.1 CONNECTIONS VIA THE TELEPHONE NETWORK OF THE TELEKOM TO FOREIGN TELEPHONE NETWORKS 1 DESCRIPTION OF SERVICES 1.1 Within the scope of their existing technical and operational possibilities the Telekom provides via the agreed ICAs at the locations according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the national telephone network of FirstMark, another national telephone network or a national mobile phone network to a foreign telephone network. 1.2. The following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. 1.3 The services include the establishment of the connection via the signalling channel, and the switching and holding of the basic channel and the connection up to the subscriber's terminal in the foreign telephone network. 1.4 The Telekom will provide the services described in this chapter within the scope of the traffic amount and structure ordered by FirstMark and confirmed according to ANNEX B - ORDER/PROVISION. 2 DUTY TO COOPERATE 2.1 FirstMark shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with the Telekom. 2.2 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 FirstMark hands over the connections with the calling line identification (CLI). Otherwise the Telekom shall not be obliged to establish the connection according to 1.1. 2.4 FirstMark will hand over the connections mentioned in item 1.1 close to the source via the agreed ICAs at the OdZ according to Part 1 of this Enclosure C and the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark hands over the connections on the B.1-bundle, traffic current A. Page 1 Interconnection Contract with FirstMark Confidential 3 TRAFFIC ROUTING Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4 QUALITY 4.1 Connections handed over to FirstMark in the scope of the services described in this chapter aretreated discrimination-free as regards quality. 4.2 For the other details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount and structure of traffic, the agreed quality will not be guaranteed by the Telekom. 5. TERM This interconnection service will be agreed for a fixed period ending on 31 May 2000. It can be terminated by both parties at 3 months notice at the end of the corresponding month. Page 2 Interconnection Contract with FirstMark Confidential TELEKOM-O.2 CONNECTIONS VIA THE NATIONAL TELEPHONE NETWORK OF THE TELEKOM TO OTHER NATIONAL FIXED NETWORKS 1 DESCRIPTION OF SERVICES 1.1 Within the scope of their existing technical and operational possibilities the Telekom provides via the agreed ICAs at the locations according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to terminals in other national fixed networks (for voice telephone services with area code and subscriber number), with which the Telekom has entered into corresponding interconnection agreements. 1.2. The following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter, provided that they are made available by the terminating subscriber network provider: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. 1.3 The services include the establishment of the connection via the signalling channel, a signalling request at a central database (RNPS) and the switching and holding of the basic channel and the connection up to the subscriber's terminal in the other national fixed network. 1.4 The services described in this chapter include the transit to subscribers' terminals of other subscriber network providers even in the case of "ported subscriber numbers". 1.5 The Telekom will provide the services described in this chapter within the scope of the traffic amount and structure ordered by FirstMark and confirmed according to ANNEX B - ORDER/PROVISION. Page 1 Interconnection Contract with FirstMark Confidential 2 DUTY TO COOPERATE 2.1 FirstMark shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with the Telekom. 2.2 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 FirstMark will hand over the connections mentioned in item 1.1 close to the source or close to the destination via the agreed ICAs at the OdZ according to Part 1 of this Enclosure C and the catchment areas agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark will hand over the connections on the B.1 bundle, traffic current A. 3 TRAFFIC ROUTING Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4 QUALITY 4.1 Connections handed over to FirstMark in the scope of the services described in this chapter aretreated discrimination-free as regards quality. 4.2 For the other details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount and structure of traffic, the agreed quality will not be guaranteed by the Telekom. Page 2 Interconnection Contract with FirstMark Confidential 5 TERMINATION 5.1 This interconnection service will be agreed for an indefinite period. It can be terminated by the parties at 3 months notice with effect from the end of the year. 5.2 The Telekom shall be obliged to submit, together with the termination, an offer for the future arrangement of the interconnection services. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Page 3 Interconnection Contract with FirstMark Confidential TELEKOM-O.3 CONNECTIONS VIA THE TELEPHONE OF THE TELEKOM TO THE NATIONAL MOBILE PHONE NETWORKS 1 DESCRIPTION OF SERVICES 1.1 Within the scope of their existing technical and operational possibilities the Telekom provides via the agreed ICAs at the locations according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to a national mobile telephone network with which the Telekom has entered into a corresponding interconnection agreement. 1.2. The following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter, provided that they are also made available by the mobile telephone network provider: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. 1.3 The services include the establishment of the connection via the signalling channel and the switching and holding of the basic channel and the connection up to the subscriber's terminal in the national mobile telephone network. 1.4 The Telekom will provide the services described in this chapter within the scope of the traffic amount and structure ordered by FirstMark and confirmed according to ANNEX B - ORDER/PROVISION. 2 DUTY TO COOPERATE 2.1 FirstMark shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with the Telekom. 2.2 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 FirstMark will hand over the connections mentioned in item 1.1 close to the source or close to the destination via the agreed ICAs at the OdZ according to Part 1 of this Enclosure C and the catchment areas agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark will hand over the connections on the B.1 bundle, traffic current A. Page 1 Interconnection Contract with FirstMark Confidential 3 TRAFFIC ROUTING Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4 QUALITY 4.1 Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For the other details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount of traffic, the agreed quality is not guaranteed by the Telekom. 5 TERMINATION 5.1 This interconnection service will be agreed for an indefinite period. It can be terminated by the parties at 3 months notice with effect from the end of the year. 5.2 The Telekom shall be obliged to submit, together with the termination, an offer for the future arrangement of the interconnection services. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Page 2 Interconnection Contract with FirstMark Confidential TELEKOM-O.4 CONNECTIONS TO INMARSAT SUBSCRIBERS 1 DESCRIPTION OF SERVICES 1.1 Within the scope of its existing technical and operational possibilities the Telekom provides via the agreed ICAs at the locations according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to Inmarsat subscribers which can be reached with the following access codes: Inmarsat-A-subscribers: 008711, 008721, 008731, 008741, 008718, 008728, 008738, 008748 Inmarsat-B-subscribers: 008703 0-8, 008713 0-8, 008723 0-8, 008733 0-8, 008743 0-8 Inmarsat-Aero-subscribers: 008715, 008725, 008735, 008745 Inmarsat-M-subsribers: 008706, 008716, 008726, 008736, 008746 Inmarsat-Phone-subscribers: 0087076, 0087176, 0087276, 00877376 Inmarsat-B-HS-subscribers: 0087039, 0087139, 0087239, 0087339, 0087439 1.2 The services include the establishment of the connection via the signalling channel, and the switching and holding of the basic channel and the connection up to the Inmarsat subscriber. 1.3 The Telekom will provide the services described in this chapter within the scope of the traffic amount and structure ordered by FirstMark and confirmed according to ANNEX B - ORDER/PROVISION. 2 DUTY TO COOPERATE 2.1 FirstMark shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with the Telekom. 2.2 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 FirstMark will hand over the connections mentioned in item 1.1 close to the source or close to the destination via the agreed ICAs at the OdZ according to Part 1 of this Enclosure C and the catchment areas agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark will hand over the connections on the B.1 bundle, traffic current A. Page 1 Interconnection Contract with FirstMark Confidential 3 TRAFFIC ROUTING Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4 QUALITY 4.1 Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For the other details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount of traffic, the agreed quality is not guaranteed by the Telekom. 5 TERMINATION 5.1 This interconnection service will be agreed for an indefinite period. It can be terminated at any time by the parties at 3 months notice with effect from the end of the year. 5.2 The Telekom shall be obliged to submit, together with the termination, an offer for the future arrangement of the interconnection services. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Page 2 Interconnection Contract with FirstMark Confidential TELEKOM-O.5 CONNECTIONS TO FREEPHONE-SERVICE OF FIRSTMARK UNDER THE SERVICE CODE 0800 OR 0130 1 DESCRIPTION OF SERVICES 1.1 Within the scope of its existing technical and operational possibilities the Telekom provides via the agreed ICAs at the locations according to 1.6 fully automatic connections from the national telephone network of the Telekom and from other national telephone networks and mobile telephone networks, with which the Telekom has entered into corresponding interconnection agreements, to the Freephone-Service of FirstMark under the service code 0800 or, for the period of the existing temporary arrangements, under the service code 0130. With the realisation of the Carrier-Selection Phase II the Telekom, within the scope of its existing technical and operational possibilities, provides via the agreed ICAs at the locations according to 1.6 fully automatic connections from the national telephone network of the Telekom and from other national telephone networks and mobile telephone networks, with which the Telekom has entered into corresponding interconnection agreements, to the Freephone-Service of FirstMark under the service code 0800 or, for the period of the existing temporary arrangements, under the service code 0130. 1.2 Within the scope of the interface specification according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS - the following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter, provided that they are also made available by the interconnection partners involved: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. 1.3 The services include the establishment of the connection via the signalling channel, a signalling request at a central database (IN) and the switching and holding of the basic channel up to the network interworking of FirstMark. 1.4 The Telekom provides subscribers who have selected the Telekom as connection network provider free access to Freephone-Service numbers of FirstMark under the service codes 0800 or 0130. 1.5 The Telekom will provide the services described in this chapter within the scope of the traffic amount and structure ordered by FirstMark and confirmed according to ANNEX B - ORDER/PROVISION. 1.6 Connections according to 1.1 are only established via the locations of category A according to ANNEX F - LOCATIONS OF INTERCONNECTION. Page 1 Interconnection Contract with FirstMark Confidential 2 DUTY TO COOPERATE 2.1 FirstMark is obliged to accept at its gateway plant the connections (handed over by the Telekom at the ICAs) from subscribers who dialled a Freephone-Service of FirstMark under the service code 0800 or 0130, and not to hand over such connections as termination or transit services to or via the telephone network of the Telekom. 2.2 FirstMark shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with the Telekom. 2.3 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.4 FirstMark shall transfer to the RegTP database the corresponding 0800 or 0130 numbers which can be accessed via its Freephone-Service under the service code 0800 or 0130. 2.5 FirstMark will support the ISDN performance features mentioned in item 1.2 across the network borders. 3 TRAFFIC ROUTING 3.1 Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 3.2 The connections are transferred close to the source via the agreed ICAs at the OdZ according to 1.6 and the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. The interchange of the connections is performed on the B.1 bundle, traffic current C. 4 QUALITY 4.1 Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For the other details refer to ENCLOSURE E - QUALITY. Page 2 Interconnection Contract with FirstMark Confidential 5 TERMINATION 5.1 This interconnection service will be agreed for an indefinite period. It can be terminated at any time by the parties at 3 months notice with effect from the end of the year. 5.2 The Telekom shall be obliged to submit, together with the termination, an offer for the future arrangement of the interconnection services. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Page 3 Interconnection Contract with FirstMark Confidential TELEKOM-O.6 CONNECTIONS TO TELEKOM'S SHARED COST SERVICE 0180 AND TO THE SHARED COST SERVICE 0180 OF OTHER NETWORK PROVIDERS 1 DESCRIPTION OF SERVICES 1.1 Within the scope of its existing technical and operational possibilities the Telekom provides via the agreed ICAs at the locations according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to the Shared Cost Service 0180 of the Telekom and the Shared Cost Service 0180 of other network providers, with which the Telekom has entered into corresponding interconnection agreements. With the realisation of the Carrier-Selection Phase II the Telekom, within the scope of its existing technical and operational possibilities, provides via the agreed ICAs at the locations according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to the Shared Cost Service 0180 of the Telekom and the Shared Cost Service 0180 of other network providers, with which the Telekom has entered into corresponding interconnection agreements. 1.2 The services include the establishment of the connection via the signalling channel and the switching and holding of the basic channel and the connection from the network interworking up to the subscriber terminal using the 0180 service. 1.3 The Telekom will provide the services described in 1.2 within the scope of the traffic amount and structure ordered by FirstMark and confirmed according to ANNEX B - ORDER/PROVISION. 1.4 The following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter, provided that they are also made available by FirstMark: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. Page 1 Interconnection Contract with FirstMark Confidential 2 DUTY TO COOPERATE 2.1 FirstMark shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with the Telekom. 2.2 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 FirstMark will hand over the connections mentioned in item 1.1 close to the source or close to the destination via the agreed ICAs at the OdZ according to Part 1 of this Enclosure C and the catchment areas agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark will hand over the connections on the B.1 bundle, traffic current A. 3 TRAFFIC ROUTING Connections transferred to FirstMark at a network interworking the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4 QUALITY 4.1 Connections handed over to FirstMark in the scope of the services described in this chapter aretreated discrimination-free as regards quality. 4.2 For the other details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount and structure of traffic, the agreed quality will not be guaranteed by the Telekom. Page 2 Interconnection Contract with FirstMark Confidential 5 PRICE 5.1 FirstMark shall pay the prices indicated in the current AGB of the Telekom(1) (Price List) minus the reimbursement indicated in ENCLOSURE D - PRICE for connections to the Shared Cost Service 0180 of the Telekom and the Shared Cost Service of other network providers, with which the Telekom has entered into corresponding agreements. The prices indicated in the AGB of the Telekom are converted to minute prices and, if applicable, event-related prices and accounted according to the method specified in ENCLOSURE D - PRICE. 5.2 With the prices mentioned under 5.1 the services mentioned under 1.2 are considered settled. 5.3 The Telekom shall inform FirstMark about any changes of the prices indicated in the AGB of the Telekom (price list) 2 months before the new prices become valid. In such case FirstMark shall have a special right to terminate the agreement which must be exercised immediately. 6 TERMINATION 6.1 This interconnection service will be agreed for an indefinite period. It can be terminated at any time by the parties at 3 months notice with effect from the end of the year. 6.2 In the cases stipulated in item 6.1 the Telekom is be obliged to submit, together with the notice of termination, an offer for the future arrangement of the interconnection service. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. - ---------- (1) When First-Mark-0.6 is also agreed the AGB price of FirstMark can be used as the basis alternatively for connections to the Shared Cost Service 0180 of the Telekom. Page 3 Interconnection Contract with FirstMark Confidential TELEKOM-O.7 CONNECTIONS TO THE T-VOTE-CALL OF THE TELEKOM 1 DESCRIPTION OF SERVICES 1.1 Within the scope of its existing technical and operational possibilities the Telekom provides via the agreed ICAs at the locations according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to the T-Vote-Call of the Telekom under the following access codes: 0137 1, 2, 3, 4 0138 With the realisation of the Carrier-Selection Phase II the Telekom, within the scope of its existing technical and operational possibilities, provides via the agreed ICAs at the locations according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to the T-Vote-Call of the Telekom under the following access codes: 0137 1, 2, 3, 4 0138 1.2 The services include the establishment of the connection via the signalling channel and the switching and holding of the basic channel and the connection from the network interworking of FirstMark up to the T-Vote-Call of the Telekom. 1.3 The Telekom will provide the services described in 1.2 within the scope of the traffic amount and structure ordered by FirstMark and confirmed according to ANNEX B - ORDER/PROVISION. 2 DUTY TO COOPERATE 2.1 FirstMark shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with the Telekom. 2.3 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 FirstMark will hand over the connections mentioned in item 1.1 close to the source or close to the destination via the agreed ICAs at the OdZ according to Part 1 of this Enclosure C and the catchment areas agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark will hand over the connections on the B.1 bundle, traffic current A. Page 1 Interconnection Contract with FirstMark Confidential 3 TRAFFIC ROUTING Connections handed over by FirstMark at a network interworking in the scope of the services described in this chapter are treated discrimination-free as regards traffic routing, as far as possible even if traffic management measures are taken. 4 QUALITY 4.1 Connections handed over by FirstMark at a network interworking in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For the other details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount and structure of traffic, the agreed quality will not be guaranteed by the Telekom. 5 PRICE 5.1 FirstMark shall pay the prices indicated in the current AGB of the Telekom (Price List) minus the reimbursement indicated in ENCLOSURE D - PRICE for connections to the T-Vote-Call of the Telekom. The prices indicated in the AGB of the Telekom are converted to minute prices and, if applicable, event-related prices and accounted by the second according to the method specified in ENCLOSURE D - PRICE. 5.2 With the prices mentioned under 5.1 the services mentioned under 1.2 are considered settled. 5.3 The Telekom shall inform FirstMark about any changes of the prices indicated in the AGB of the Telekom (price list) 2 months before the new prices become valid. In such case FirstMark shall have a special right to terminate the agreement which must be exercised immediately. Page 2 Interconnection Contract with FirstMark Confidential 6 TERMINATION 6.1 This interconnection service will be agreed for an indefinite period. It can be terminated at any time by the parties at 3 months notice with effect from the end of the year. 6.2 The Telekom is obliged to submit, together with the notice of termination, an offer for the future arrangement of the interconnection service. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Page 3 Interconnection Contract with FirstMark Confidential TELEKOM-O.10 CONNECTIONS TO IRIDIUM AND EMSAT SUBSCRIBERS 1. DESCRIPTION OF SERVICES 1.1 Within the scope of its existing technical and operational possibilities the Telekom provides via the agreed ICAs at the locations according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to Iridium and EMSAT subscribers which can be accessed via satellite under the following access codes: Iridium subscribers: 008816, 008817 EMSAT subscribers: 0088213 1.2 The services include the establishment of the connection via the signalling channel and the switching and holding of the basic channel and the connection to Iridium and EMSAT connections. 1.3 The Telekom will provide the services described in this chapter within the scope of the traffic amount and structure ordered by FirstMark and confirmed according to ANNEX B - ORDER/PROVISION. 2 DUTY TO COOPERATE 2.1 FirstMark shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with the Telekom. 2.4 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 FirstMark will hand over the connections mentioned in item 1.1 close to the source or close to the destination via the agreed ICAs at the OdZ according to Part 1 of this Enclosure C and the catchment areas agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark will hand over the connections on the B.1 bundle, traffic current A. 3 TRAFFIC ROUTING Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. Page 1 Interconnection Contract with FirstMark Confidential 4 QUALITY 4.1 Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For the other details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount of traffic, the agreed quality will not be guaranteed by the Telekom. 5 PRICE 5.1 FirstMark shall pay the prices indicated in the current AGB of the Telekom (Price List) minus the reimbursement indicated in ENCLOSURE D - PRICE for connections to Iridium and EMSAT subscribers. The prices indicated in the AGB of the Telekom are converted to minute prices and, if applicable, event-related prices and accounted according to the method specified in ENCLOSURE D - PRICE. 5.2 With the prices mentioned under 5.1 the services mentioned under 1.2 are considered settled. 5.3 The Telekom shall inform FirstMark about any changes of the prices indicated in the AGB of the Telekom (price list) 2 months before the new prices become valid. In such case FirstMark shall have a special right to terminate the agreement which must be exercised immediately. 6 TERM 6.1 This interconnection service will be agreed for a fixed period ending on 31 May 2000. It can be terminated at any time by both parties at 3 months notice at the end of the corresponding month. 6.2 The Telekom is obliged to submit, together with the notice of termination, an offer for the future arrangement of the interconnection service. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Page 2 Interconnection Contract with FirstMark Confidential TELEKOM-O.10 CONNECTION TO IRIDIUM AND EMSAT SUBSCRIBERS VALID AS FROM 01 JUNE 2000 1. DESCRIPTION OF SERVICES 1.1 Within the scope of its existing technical and operational possibilities the Telekom provides via the agreed ICAs at the locations according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to Iridium and EMSAT subscribers which can be accessed via satellite under the following access codes: Iridium subscribers: 008816, 008817 EMSAT subscribers: 0088213 1.2 The services include the establishment of the connection via the signalling channel and the switching and holding of the basic channel and the connection to Iridium and EMSAT connections. 1.3 The Telekom will provide the services described in this chapter within the scope of the traffic amount and structure ordered by FirstMark and confirmed according to ANNEX B - ORDER/PROVISION. 2 DUTY TO COOPERATE 2.1 FirstMark shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with the Telekom. 2.2 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 FirstMark will hand over the connections mentioned in item 1.1 close to the source or close to the destination via the agreed ICAs at the OdZ according to Part 1 of this Enclosure C and the catchment areas agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark will hand over the connections on the B.1 bundle, traffic current A. 3 TRAFFIC ROUTING Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. Page 3 Interconnection Contract with FirstMark Confidential 4 QUALITY 4.1 Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For the other details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount of traffic, the agreed quality will not be guaranteed by the Telekom. 5 TERMINATION This interconnection service will be agreed for an indefinite period. It can be terminated by at any time the parties at 1 month notice with effect from the end of the corresponding month. Page 4 Interconnection Contract with FirstMark Confidential TELEKOM-O.11 CONNECTIONS TO THE 0700 SERVICE OF THE TELEKOM AND THE 0700 SERVICE OF OTHER NETWORK PROVIDERS 1 DESCRIPTION OF SERVICES 1.1 Within the scope of its existing technical and operational possibilities the Telekom provides via the agreed ICAs at the locations according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to the 0700 service of the Telekom and the 0700 service of other network providers, with which the Telekom has entered into corresponding interconnection agreements. With the realisation of the Carrier-Selection Phase II the Telekom, within the scope of its existing technical and operational possibilities, provides via the agreed ICAs at the locations according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to the 0700 service of the Telekom and the 0700 service of other network providers, with which the Telekom has entered into corresponding interconnection agreements. 1.2 The services include the establishment of the connection via the signalling channel and the switching and holding of the basic channel and the connection from the network interworking to the subscriber using the 0700 service. 1.3 The Telekom will provide the services described in 1.2 within the scope of the traffic amount and structure ordered by FirstMark and confirmed according to ANNEX B - ORDER/PROVISION. 1.4 The following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter, provided that they are made available by FirstMark: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. Page 1 Interconnection Contract with FirstMark Confidential 2 DUTY TO COOPERATE 2.1 FirstMark shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with the Telekom. 2.2 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 FirstMark will hand over the connections mentioned in item 1.1 close to the source or close to the destination via the agreed ICAs at the OdZ according to Part 1 of this Enclosure C and the catchment areas agreed upon in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark will hand over the connections on the B.1 bundle, traffic current A. 3 TRAFFIC ROUTING Connections transferred to FirstMark at a network interworking the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4 QUALITY 4.1 Connections handed over by FirstMark at a network interworking in the scope of the services described in this chapter are treated discrimination-free as regards traffic routing, as far as possible even if traffic management measures are taken. 4.2 For the other details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount of traffic, the agreed quality will not be guaranteed by the Telekom. Page 2 Interconnection Contract with FirstMark Confidential 5 PRICE 5.1 FirstMark shall pay the prices indicated in the current AGB of the Telekom(1) (Price List) minus the reimbursement indicated in ENCLOSURE D - PRICE for connections to 0700 service of the Telekom and the 0700 service of other network providers, with which the Telekom has entered into corresponding agreements. The prices indicated in the AGB of the Telekom are converted to minute prices and, if applicable, event-related prices and accounted by the second according to the method specified in ENCLOSURE D - PRICE. 5.2 With the prices mentioned under 5.1 the services mentioned under 1.2 are considered settled. 5.3 The Telekom shall inform FirstMark about any changes of the prices indicated in the AGB of the Telekom (price list) 2 months before the new prices become valid. In such case FirstMark shall have a special right to terminate the agreement which must be exercised immediately. 6 TERMINATION 6.1 This interconnection service will be agreed for an indefinite period. It can be terminated at any time by the parties at 3 months notice with effect from the end of the year. 6.2 In the cases stipulated in item 6.1 the Telekom is be obliged to submit, together with the notice of termination, an offer for the future arrangement of the interconnection service. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. - ---------- (1) When First-Mark-O.11 is also agreed the AGB price of FirstMark can be used as the basis alternatively for connections to the 0700 service of the Telekom. Page 3 Interconnection Contract with FirstMark Confidential TELEKOM-O.12 CONNECTIONS TO THE ONLINE SERVICE OF FIRSTMARK UNDER THE ACCESS CODE 019XX 1 DESCRIPTION OF SERVICES 1.1 The Telekom provides via the agreed ICAs at the locations according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the national telephone network of the Telekom to the online service of FirstMark under the access code 019xx. With the realisation of the Carrier-Selection Phase II the Telekom provides via the agreed ICAs at the locations according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the national telephone network of the Telekom to the online service of FirstMark under the access code 019xx. The service described here does not include the transfer of traffic from public telephone terminals (Otel) of the Telekom. 1.2 The following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. 1.3 The services include the establishment of the connection via the signalling channel and the switching and holding of the basic channel and the connection up to the network interworking of FirstMark. 1.4 The Telekom will provide the services described in this chapter within the scope of the traffic amount and structure ordered by FirstMark and confirmed according to ANNEX B - ORDER/PROVISION. 1.5 The services described in this chapter do not include any accounting to the subscribers of the Telekom. 2 DUTY TO COOPERATE 2.1 FirstMark is obliged to accept at its gateway plant at all OdZ the connections (transferred at the ICAs) from subscribers who have dialled the online service of FirstMark under the access code 019xx. 2.2 FirstMark shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with the Telekom. Page 1 Interconnection Contract with FirstMark Confidential 2.3 FirstMark shall enter into the required planning agreements with the Telekom and order the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.4 FirstMark will support the ISDN performance features mentioned in item 1.2, in particular the Calling Line Identification (CLI), across the network borders. 3 TRAFFIC ROUTING 3.1 Connections transferred to FirstMark at a network interworking within the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 3.2 The connections are transferred close to the source via the agreed ICAs at the OdZ according to the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. The transfer of the connections is performed on the B.1 bundle, traffic current C. 4 QUALITY 4.1 Connections handed over by FirstMark at a network interworking in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For the other details refer to ENCLOSURE E - QUALITY. 5 TERMINATION 5.1 This interconnection service will be agreed for an indefinite period. It can be terminated at any time by the parties at 3 months notice with effect from the end of the year. 5.2 The Telekom is obliged to submit, together with the notice of termination, an offer for the future arrangement of the interconnection service. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Page 2 Interconnection Contract with FirstMark Confidential TELEKOM-O.13 CONNECTIONS FROM FOREIGN TELEPHONE NETWORKS TO THE INTERNATIONAL FREEPHONE SERVICE (IFS) / UNIVERSAL INTERNATIONAL FREEPHONE SERVICE (UIFS) OF FIRSTMARK 1. DESCRIPTION OF SERVICES 1.1 Within the scope of its existing technical and operational possibilities the Telekom provides via the agreed ICAs at a location according to 1.5 fully automatic connections from foreign telephone networks to the International Freephone Service (IFS) ) / Universal International Freephone Service (UIFS) of FirstMark, provided that FirstMark has a 5-digit VNB code. 1.2 In the case of connections from another country which do not contain any "Calling Party Address" information, the Telekom will provide information in the "Calling Party Address" field, with which it is possible to determine the country from which the connection originates. 1.3 The services include the establishment of the connection via the signalling channel and the switching and holding of the basic channel and the connection up to the network interworking of FirstMark. 1.4 The Telekom will provide the services described in this chapter within the scope of the traffic amount and structure ordered by FirstMark and confirmed according to ANNEX B - ORDER/PROVISION. 1.5 Connections according to 1.1 are only established via an agreed location of category A according to ANNEX F - LOCATIONS OF INTERCONNECTION. 2 DUTY TO COOPERATE 2.1 FirstMark is obliged to accept at their gateway plant at the agreed OdZ the connections of customers (transferred by the Telekom at the ICAs) who have dialled the IFS/UIFS of FirstMark and not to transfer such connections to the Telekom as transit services via the telephone network of the Telekom. 2.2 FirstMark shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with the Telekom. 2.3 FirstMark shall enter into the required planning agreements with the Telekom and order the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. Page 1 Interconnection Contract with FirstMark Confidential 2.4 FirstMark shall enter into bilateral agreements with the international source network provider on the provision of access to the corresponding IFN/UIFN. The routing number format agreed with the Telekom, i.e. "49 10 XY 21 xxxxxxx" for IFS, and "49 10 XY 1 xxxxxxx" for UIFS, shall be used. 2.5 FirstMark will disclose to the Telekom the source network operators and the corresponding IFS/UIFS numbers from which FirstMark will transfer connections to the Telekom within the scope of the services described in this chapter. 3 TRAFFIC ROUTING 3.1 Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 3.2 The connections are transferred close to the source via the agreed ICAs at the OdZ according to 1.5 and the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. The transfer of the connections is performed on the B.1 bundle, traffic current C. 4 QUALITY 4.1 Connections transferred to FirstMark within the scope of the services described in this chapter are treated discrimination-free as regards quality characteristics. 4.2 For the other details refer to ENCLOSURE E - QUALITY. 5 TERMINATION 5.1 This interconnection service will be agreed for an indefinite period. It can be terminated at any time by the parties at 3 months notice with effect from the end of the year. 5.2 The Telekom is obliged to submit, together with the notice of termination, an offer for the future arrangement of the interconnection service. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Page 2 Interconnection Contract with FirstMark Confidential TELEKOM-Z.1 CONNECTIONS TO THE EMERGENCY CALL POLLING STATIONS (AGREED BETWEEN FIRSTMARK AND THE EMERGENCY CALL CARRIERS) 1 DESCRIPTION OF SERVICES 1.1 The Telekom, within the scope of its existing technical and operational possibilities(1), provides via the agreed ICAs at the OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to the emergency call polling stations agreed between FirstMark and the emergency call carriers. 1.2 The emergency call polling stations of the emergency call carriers are linked to the telephone network of the Telekom via analogue and digital emergency call terminals. In the case of digital emergency call polling stations the phone number of the calling subscriber is always transmitted. This is not possible with analogue emergency call polling stations. In both cases no information is transmitted which indicates the corresponding network provider of the calling subscriber. After having been informed by FirstMark about the agreed emergency call polling stations, the Telekom will provide the corresponding coded emergency call numbers for the emergency polling stations to be addressed. For the details concerning the coding refer to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. 1.3 FirstMark will be informed about any changes in the coded emergency call numbers. - ---------- (1) There may be restrictions, for example, in the following cases: Different, special traffic routing measures have been agreed on a local level between the emergency call carriers and the Telekom within the scope of the local technical and operational possibilities. It must be checked in each individual case if such specific solutions can be realised in the telephone network of the Telekom for emergency call connections from the network of FirstMark. Page 1 Interconnection Contract with FirstMark Confidential 2 DUTY TO COOPERATE 2.1 FirstMark complies with the technical conditions agreed with the Telekom according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. 2.2 FirstMark informs the Telekom about the emergency call polling stations agreed with the emergency call carriers, which are to be addressable from the telephone network of FirstMark, except for the central contact mentioned in ANNEX H - CONTACT PERSONS. 2.3 FirstMark is obliged to take all measures required for a proper transfer of the emergency call connections to the telephone network of the Telekom. A proper transfer mainly requires: - Transfer of the emergency call connections in the subscriber number format according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS with evaluable coding; - Compliance with the borders of the geographical emergency call catchment areas agreed between FirstMark and the emergency call carriers; - Measures which avoid that subscribers can reach an inappropriate emergency call polling station by dialling an area code; - Measures which avoid the subscribers reach the telephone network of the Telekom by directly dialling coded emergency call numbers. 2.4 After the configuration of its telephone network FirstMark shall test the proper transfer of the emergency call connections to the emergency call polling stations and confirm it in writing to the central contact of the Telekom mentioned in ANNEX H - CONTACT PERSONS. 2.5 In the case of changes (e.g. cancellation of emergency call polling stations or changes in the coded emergency call numbers) FirstMark shall carry out the required modifications in its telephone network immediately. Item 2.4 shall apply accordingly. 2.6 FirstMark transfers the connections on the B.1-bundle, traffic current A. 3 TRAFFIC ROUTING Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. Page 2 Interconnection Contract with FirstMark Confidential 4 QUALITY 4.1 Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards quality. Connections handed over by FirstMark at a network interworking in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount and structure of traffic, the agreed quality will not be guaranteed by the Telekom. 5 TERMINATION In case FirstMark fails to comply (substantial and lasting non-compliance) with its cooperation duties mentioned in item 2, and if this non-compliance continues even after a complaint, the Telekom shall be entitled to terminate this interconnection service without notice. Page 3 Interconnection Contract with FirstMark Confidential TELEKOM-Z.2 CONNECTIONS TO THE INFORMATION SERVICES OF THE TELEKOM 1 DESCRIPTION OF SERVICES 1.1 The Telekom provides via the agreed ICAs at the locations according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to the information services of the Telekom under the current access codes 0115x, 0116x and 01191. With the realisation of the Carrier-Selection Phase II the Telekom provides via the agreed ICAs at the locations according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to the information services of the Telekom under the current access codes 0115x, 0116x and 01191. The Telekom will inform FirstMark immediately of any changes in the access codes. 1.2 The services include the establishment of the connection via the signalling channel, the switching and holding of the basic channel, the connection from the network interworking to the corresponding information station of the Telekom and the information. 1.3 The Telekom shall perform the services described in 1.2 according to the amount and structure of traffic ordered by FirstMark according to ANNEX B - ORDER/PROVISION - and confirmed by the Telekom. In case the traffic transferred by FirstMark exceeds the ordered and confirmed amount and structure of traffic, the Telekom will perform the services described in this chapter within the scope of its existing technical and operational possibilities. Page 1 Interconnection Contract with FirstMark Confidential 2 DUTY TO COOPERATE 2.1 FirstMark complies with the technical conditions agreed with the Telekom according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. 2.2 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 FirstMark transfers the connections to the above mentioned code numbers without the prefix by putting the corresponding area code in front of them. 2.4 FirstMark will transfer the connections mentioned in item 1.1 close to the source via the agreed ICAs at the OdZ according to Part 1 of this Enclosure C and the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark will hand over the connections on the B.1-bundle, traffic current A. 3 TRAFFIC ROUTING Connections transferred to FirstMark at a network interworking within the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4 QUALITY 4.1 Connections handed over by FirstMark at a network interworking in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount and structure of traffic, the agreed quality will not be guaranteed by the Telekom. 5 TERMINATION This interconnection service will be agreed for an indefinite period. It can be terminated by the parties at 3 months notice with effect from the end of the corresponding month. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Page 2 Interconnection Contract with FirstMark Confidential TELEKOM-Z.3 CONNECTION TO THE CALL INFORMATION SERVICE OF THE TELEKOM 1 DESCRIPTION OF SERVICES 1.1 The Telekom provides via the agreed ICAs at the OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to the call information service of the Telekom. 1.2 The services include the establishment of the connection via the signalling channel, the switching and holding of the basic channel, the connection from the network interworking to the location of an information centre and the giving of information upon telephone requests. 1.3 For the services "Giving of information upon telephone requests", 1.3.1 Domestic call information service 1.3.2 Foreign call information service the latest version of the AGB of the Telekom "Call Information Service" shall apply. 1.4 The Telekom shall perform the services described in 1.2 according to the amount and structure of traffic ordered by FirstMark according to ANNEX B - ORDER/PROVISION. In case the traffic transferred by FirstMark exceeds the ordered and confirmed amount and structure of traffic, the Telekom will perform the services described in this chapter within the scope of its existing technical and operational possibilities. Page 1 Interconnection Contract with FirstMark Confidential 2 DUTY TO COOPERATE 2.1 FirstMark complies with the technical conditions agreed with the Telekom according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. 2.2 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 FirstMark shall transfer the connections with the routing format required for addressing the call information services of the Telekom, i.e. 0198933 for the domestic call information service and 0198934 for the foreign call information service. 2.4 FirstMark will transfer the connections mentioned in item 1.1 close to the source via the agreed ICAs at the OdZ according to Part 1 of this Enclosure C and the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark will transfer the connections on the B.1-bundle, traffic current A. 3 TRAFFIC ROUTING Connections transferred to FirstMark at a network interworking within the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4 QUALITY 4.2 Connections handed over by FirstMark at a network interworking in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount and structure of traffic, the agreed quality will not be guaranteed by the Telekom. Page 2 Interconnection Contract with FirstMark Confidential 5 PRICE 5.1 FirstMark shall pay the prices indicated in the current AGB of the Telekom (price list) minus the reimbursement indicated in ENCLOSURE D - PRICE for connections to the call information service of the Telekom. The prices indicated in the AGB of the Telekom (price list) are converted to minute prices and, if applicable, event-related prices and accounted by the second according to the method specified in ENCLOSURE D - PRICE. 5.2 With the prices mentioned under 5.1 the services mentioned under 1.2 are considered settled. 5.3 The Telekom shall inform FirstMark about any changes of the prices indicated in the AGB of the Telekom (price list) 2 months before the new prices become valid. In such case FirstMark shall have a special right to terminate the agreement which must be exercised immediately. 6 TERM This interconnection service will be agreed for a fixed period ending on 31 May 2000. It can be terminated by both parties at 3 months notice at the end of the corresponding month. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Page 3 Interconnection Contract with FirstMark Confidential TELEKOM-Z.3 CONNECTION TO THE CALL INFORMATION SERVICE OF THE TELEKOM VALID AS OF 01 JUNE 2000 1 DESCRIPTION OF SERVICES 1.1 The Telekom provides via the agreed ICAs at the OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to the call information service of the Telekom. 1.2 The services include the establishment of the connection via the signalling channel, the switching and holding of the basic channel, the connection from the network interworking to the location of an information centre and the giving of information upon telephone requests. 1.3 For the services "Giving of information upon telephone requests", 1.3.1 Domestic call information service 1.3.1.1 in German, 1.3.1.2 English or 1.3.1.3 Turkish 1.3.2 Foreign call information service in German the latest version of the AGB of the Telekom "Call Information Service" shall apply. 1.4 The Telekom shall perform the services described in 1.2 according to the amount and structure of traffic ordered by FirstMark according to ANNEX B - ORDER/PROVISION. In case the traffic transferred by FirstMark exceeds the ordered and confirmed amount and structure of traffic, the Telekom will perform the services described in this chapter within the scope of its existing technical and operational possibilities. Page 4 Interconnection Contract with FirstMark Confidential 2 DUTY TO COOPERATE 2.1 FirstMark complies with the technical conditions agreed with the Telekom according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. 2.2 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 FirstMark shall transfer the connections with the routing format required for addressing the call information services of the Telekom, i.e. 0198933 for the domestic call information service in German, 0198934 for the foreign call information service in German, 0198936 for the domestic call information service in Turkish and 0198937 for the domestic call information service in English. 2.4 FirstMark will transfer the connections mentioned in item 1.1 close to the source via the agreed ICAs at the OdZ according to Part 1 of this Enclosure C and the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark will transfer the connections on the B.1-bundle, traffic current A. 3 TRAFFIC ROUTING Connections transferred to FirstMark at a network interworking within the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4 QUALITY 4.1 Connections handed over by FirstMark at a network interworking in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount and structure of traffic, the agreed quality will not be guaranteed by the Telekom. Page 5 Interconnection Contract with FirstMark Confidential 5 PRICE 5.1 FirstMark shall pay the prices indicated in the current AGB of the Telekom (price list) minus the reimbursement indicated in ENCLOSURE D - PRICE for connections to the call information service of the Telekom. The prices indicated in the AGB of the Telekom (price list) are converted to minute prices and, if applicable, event-related prices and accounted by the second according to the method specified in ENCLOSURE D - PRICE. 5.2 With the prices mentioned under 5.1 the services mentioned under 1.2 are considered settled. 5.3 The Telekom shall inform FirstMark about any changes of the prices indicated in the AGB of the Telekom (price list) 2 months before the new prices become valid. In such case FirstMark shall have a special right to terminate the agreement which must be exercised immediately. 6 TERMINATION This interconnection service will be agreed for an indefinite period. It can be terminated by the parties at 3 months notice with effect from the end of the corresponding month. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Page 6 Interconnection Contract with FirstMark Confidential TELEKOM-Z.4 CONNECTIONS TO THE 0190 1-9 SERVICE OF THE TELECOM - WITH ONLINE-BILLING-METHOD - 1 DESCRIPTION OF SERVICES 1.1 The Telekom provides via the agreed ICAs at the OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to the 0190 1-9 service of the Telekom. The maximum duration of a connection is limited to one hour. With the realisation of the Carrier-Selection Phase II, the Telekom provides via the agreed ICAs at the OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to the 0190 1-9 service of the Telekom. The maximum duration of a connection is limited to one hour. 1.2 The services include the establishment of the connection via the signalling channel and the switching and holding of the basic channel, the connection from the network interworking up to the station in the network of the Telekom which offers the 0190 1-9 service and the information service which can be accessed via the corresponding access code 0190 1-9. 1.3 The Telekom shall perform the services described in 1.2 according to the amount and structure of traffic ordered by FirstMark according to ANNEX B - ORDER/PROVISION - and confirmed by the Telekom. In case the traffic transferred by FirstMark exceeds the ordered and confirmed amount and structure of traffic, the Telekom will perform the services described in this chapter within the scope of its existing technical and operational possibilities. 1.4 The service described here does not include the transit to the 0190 1-9 service of other network providers even in the case of "ported call numbers". 1.5 The following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter, provided that they are made available by FirstMark: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. Page 1 Interconnection Contract with FirstMark Confidential 2 DUTY TO COOPERATE 2.1 FirstMark complies with the technical conditions agreed with the Telekom according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. 2.2 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 FirstMark will transfer the connections mentioned in item 1.1 close to the source via the agreed ICAs at the OdZ according to Part 1 of this Enclosure C and the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark will transfer the connections on the B.1-bundle, traffic current A. 3 TRAFFIC ROUTING Connections transferred to FirstMark at a network interworking within the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4 QUALITY 4.1 Connections handed over by FirstMark at a network interworking in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount and structure of traffic, the agreed quality will not be guaranteed by the Telekom. Page 2 Interconnection Contract with FirstMark Confidential 5 PRICE 5.1 FirstMark shall pay the prices indicated in the current AGB of the Telekom(1) (price list) minus the reimbursement indicated in ENCLOSURE D - PRICE for connections to the 0190 1-9 service of the Telekom. The prices indicated in the AGB of the Telekom are converted to minute prices and, if applicable, event-related prices and accounted by the second according to the method specified in ENCLOSURE D - PRICE. 5.2 With the prices mentioned under 5.1 the services mentioned under 1.2 are considered settled. 5.3 The Telekom shall inform FirstMark about any changes of the prices indicated in the AGB of the Telekom (price list) 2 months before the new prices become valid. In such case FirstMark shall have a special right to terminate the agreement which must be exercised immediately. 6 TERMINATION 6.1 This interconnection service will be agreed for an indefinite period. It can be terminated at any time by the parties at 2 months notice with effect from the end of the corresponding month. 6.2 The Telekom is obliged to submit, together with the notice of termination, an offer for the future arrangement of the interconnection service. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. - ---------- (1) When First-Mark-Z.4 is also agreed the AGB price of FirstMark can be used as the basis alternatively for connections to the 0190 1-9 service of the Telekom. Page 3 Interconnection Contract with FirstMark Confidential TELEKOM-Z.5 CONNECTIONS TO MOBILE CALL SERVICES 1 DESCRIPTION OF SERVICES 1.1 Within the scope of its existing technical and operational possibilities the Telekom provides via the agreed ICAs at the OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to mobile call services under the following access codes: Cityruf 0164 0-9, 016 82-91, 01695 1-2 Quix 0165 1, 3, 4, 5, 6, 91-93, 00-08 TeLMI 0166 0, 1, 5,9 Scall 0168 0-1, 01696, 01699 Skyper 0169 2-3, 016953 With the realisation of the Carrier-Selection Phase II, the Telekom, within the scope of its existing technical and operational possibilities, provides via the agreed ICAs at the OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to mobile call services under the following access codes: Cityruf 0164 0-9, 016 82-91, 01695 1-2 Quix 0165 1, 3, 4, 5, 6, 91-93, 00-08 TeLMI 0166 0, 1, 5,9 Scall 0168 0-1, 01696, 01699 Skyper 0169 2-3, 016953 1.2 The services include the establishment of the connection via the signalling channel, the switching and holding of the basic channel, the connection from the network interworking of FirstMark up to the access of the mobile call service provider to the network of the Telekom and the rendering of the mobile call service by the mobile call service provider. 1.3 For the rendering of the mobile call service, the latest version of the AGB of the individual mobile call service providers shall apply. 1.4 The Telekom shall perform the services described in this chapter according to the amount and structure of traffic ordered by FirstMark and confirmed according to ANNEX B - ORDER/PROVISION. Page 1 Interconnection Contract with FirstMark Confidential 2 DUTY TO COOPERATE 2.1 FirstMark complies with the technical conditions agreed with the Telekom according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. 2.2 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 FirstMark will transfer the connections mentioned in item 1.1 close to the source via the agreed ICAs at the OdZ according to Part 1 of this Enclosure C and the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark will transfer the connections on the B.1-bundle, traffic current A. 3 TRAFFIC ROUTING Connections transferred to FirstMark at a network interworking within the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4 QUALITY 4.1 Connections handed over by FirstMark at a network interworking in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount and structure of traffic, the agreed quality will not be guaranteed by the Telekom. Page 2 Interconnection Contract with FirstMark Confidential 5 PRICE 5.1 FirstMark shall pay the prices indicated in the current AGB of the Telekom (price list) minus the reimbursement indicated in ENCLOSURE D - PRICE for connections to mobile call services. The prices indicated in the AGB of the Telekom are converted to minute prices and, if applicable, event-related prices and accounted by the second according to the method specified in ENCLOSURE D - PRICE. 5.2 With the prices mentioned under 5.1 the services mentioned under 1.2 are considered settled. 5.3 The Telekom shall inform FirstMark about any changes of the prices indicated in the AGB of the Telekom (price list) 2 months before the new prices become valid. In such case FirstMark shall have a special right to terminate the agreement which must be exercised immediately. 6 TERMINATION 6.1 This interconnection service will be agreed for an indefinite period. It can be terminated at any time by the parties at 3 months notice with effect from the end of the corresponding month. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. 6.2 In case mobile call services cannot be offered anymore in the telephone network of the Telekom under the mentioned access codes, the Telekom shall have a special right to terminate the agreement, which must be exercised at three months notice with effect from the end of the corresponding month. Page 3 Interconnection Contract with FirstMark Confidential TELEKOM-Z.6 CONNECTIONS TO THE EXPO 2000 CALL CENTER OF THE TELEKOM 1 DESCRIPTION OF SERVICES 1.1 The Telekom provides via the agreed ICAs at the OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to the "EXPO 2000 Call Center" of the Telekom under the nationwide call number 02000. With the realisation of the Carrier-Selection Phase II, the Telekom provides via the agreed ICAs at the OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to the "EXPO 2000 Call Center" of the Telekom under the nationwide call number 02000. 1.2 The services include the establishment of the connection via the signalling channel and the switching and holding of the basic channel, the connection from the network interworking up to the Call Center plus the offered services such as acceptance of orders and information services concerning the EXPO 2000. 1.3 The Telekom shall perform the services described in 1.2 according to the amount and structure of traffic ordered by FirstMark according to ANNEX B - ORDER/PROVISION. In case the traffic transferred by FirstMark exceeds the ordered and confirmed amount and structure of traffic, the Telekom will perform the services described in this chapter within the scope of its existing technical and operational possibilities. 2 DUTY TO COOPERATE 2.1 FirstMark complies with the technical conditions agreed with the Telekom according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. 2.2 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 FirstMark will transfer the connections mentioned in item 1.1 close to the source via the agreed ICAs at the OdZ according to Part 1 of this Enclosure C and the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark will transfer the connections on the B.1-bundle, traffic current A. Page 1 Interconnection Contract with FirstMark Confidential 3 TRAFFIC ROUTING Connections transferred to FirstMark at a network interworking within the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4 QUALITY 4.1 Connections handed over by FirstMark at a network interworking in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount and structure of traffic, the agreed quality will not be guaranteed by the Telekom. 5 PRICE 5.1 FirstMark shall pay the prices indicated in the current AGB of the Telekom (Price List) minus the reimbursement indicated in ENCLOSURE D - PRICE for connections to the EXPO 2000 Call Center of the Telekom. The prices indicated in the AGB of the Telekom are converted to minute prices and, if applicable, event-related prices and accounted by the second according to the method specified in ENCLOSURE D - PRICE. 5.2 With the prices mentioned under 5.1 the services mentioned under 1.2 are considered settled. 5.3 The Telekom shall inform FirstMark about any changes of the prices indicated in the AGB of the Telekom (price list) 2 months before the new prices become valid. In such case FirstMark shall have a special right to terminate the agreement which must be exercised immediately. 6 TERM This interconnection service will be agreed for a fixed period ending on 31 December 2000. It can be terminated by both parties at 3 months notice at the end of the corresponding month. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Page 2 Interconnection Contract with FirstMark Confidential TELEKOM-Z.7 CONNECTIONS FROM THE NATIONAL TELEPHONE NETWORK OF THE TELEKOM TO THE CALL INFORMATION SERVICE OF FIRSTMARK UNDER THE SERVICE CODE 118XY - WITH OFFLINE BILLING METHOD - 1. DESCRIPTION OF SERVICES 1.1 Within the scope of its existing technical and operational possibilities the Telekom provides via the agreed ICAs at the OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the national telephone network of the Telekom and other national network providers, with which the Telekom has entered into corresponding agreements, to the call information service of FirstMark under the service code 118xy. The service described here does not include the transfer of traffic from public telephone terminals (Otel) of the Telekom. 1.2 According to the interface specifications of ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS , the following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter, provided that they are also made available by the interconnection partners involved in the connection: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. 1.3 With the establishment of the connection the Telekom transfers the Calling Line Identification (CLI) according to the interface specifications of ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. 1.4 The services include the establishment of the connection via the signalling channel and the switching and holding of the basic channel up to the network interworking of FirstMark. 1.5 The Telekom provides its subscribers with free access to the service call numbers of the call information service of FirstMark. 1.6 The Telekom shall perform the services described in this chapter according to the amount and structure of traffic ordered by FirstMark and confirmed according to ANNEX B - ORDER/PROVISION. 1.7 The services described in this chapter do not include any accounting to the subscribers of the Telekom or other subscriber network providers. Page 1 Interconnection Contract with FirstMark Confidential 1.8 In accordance with the Order issued by the Federal Minister for Post and Telecommunications 108/1997 and 282/1997 and the "Specifications governing the exchange of porting data between network providers" the Telekom will comply with its obligation to establish and maintain a porting database. 1.9 The Telekom will inform FirstMark about the agreements entered into with other network providers according to 1.1. 2. DUTY TO COOPERATE 2.1 FirstMark is obliged to accept at its gateway plant at all OdZ the connections (transferred at the ICAs) from subscribers who have dialled an call information service of FirstMark under the access code 118xy and not to hand over such connections as termination or transit services via the telephone network of the Telekom. 2.2 FirstMark complies with the technical conditions agreed with the Telekom according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. 2.3 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.4 FirstMark will inform the Telekom about the 118xy call information numbers which can be reached under the access code 118. The details of this will be agreed by the parties to the contract. 2.5 FirstMark will support the ISDN performance features mentioned in item 1.2 across the network borders. 3 TRAFFIC ROUTING 3.1 Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 3.2 The connections are transferred close to the source via the agreed ICAs at the OdZ according to part 1 and the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. The interchange of the connections is performed on the B.1 bundle, traffic current C. Page 2 Interconnection Contract with FirstMark Confidential 4 QUALITY 4.1 Connections handed over to FirstMark in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For the other details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount of traffic, the agreed quality is not guaranteed by the Telekom. 5 TERMINATION 5.1 This interconnection service will be agreed for an indefinite period. It can be terminated at any time by the parties at 3 months notice with effect from the end of the year. 5.2 The Telekom is be obliged to submit, together with the termination, an offer for the future arrangement of the interconnection services. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Page 3 Interconnection Contract with FirstMark Confidential TELEKOM-Z.8 CONNECTIONS TO THE BERLIN-BONN INFORMATION SERVICE OF THE TELEKOM 1 DESCRIPTION OF SERVICES 1.1 The Telekom provides via the agreed ICAs at the OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of FirstMark to the Bonn-Berlin information service of the Telekom under the call number 01888. With the realisation of the Carrier-Selection Phase II, the Telekom provides via the agreed ICAs at the OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION -- fully automatic connections from the telephone network of FirstMark to the Bonn-Berlin information service of the Telekom under the call number 01888. 1.2 The services include the establishment of the connection via the signalling channel and the switching and holding of the basic channel and the connection from the network interworking up to the terminal in the Telekom network via which the Bonn-Berlin information service of the Telekom is offered. 1.3 The Telekom shall perform the services described in 1.2 according to the amount and structure of traffic ordered by FirstMark according to ANNEX B - ORDER/PROVISION - and confirmed by the Telekom. In case the traffic transferred by FirstMark exceeds the ordered and confirmed amount and structure of traffic, the Telekom will perform the services described in this chapter within the scope of its existing technical and operational possibilities. 1.4 The following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter, provided that they are also made available by FirstMark: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. Page 1 Interconnection Contract with FirstMark Confidential 2 DUTY TO COOPERATE 2.1 FirstMark complies with the technical conditions agreed with the Telekom according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. 2.2 FirstMark enters into the required planning agreements with the Telekom and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 FirstMark will transfer the connections mentioned in item 1.1 close to the source via the agreed ICAs at the OdZ according to Part 1 of this Enclosure C and the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark will transfer the connections on the B.1-bundle, traffic current A. 3 TRAFFIC ROUTING Connections transferred to FirstMark at a network interworking within the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4 QUALITY 4.1 Connections handed over by FirstMark at a network interworking in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For details refer to ENCLOSURE E - QUALITY. 4.3 In case FirstMark hands over traffic exceeding the ordered and confirmed amount and structure of traffic, the agreed quality will not be guaranteed by the Telekom. 5 PRICE 5.1 FirstMark shall pay the prices indicated in ENCLOSURE D - PRICE minus the reimbursement indicated there for connections to Bonn-Berlin information service of the Telekom. 5.2 With the prices mentioned under 5.1 the services mentioned under 1.2 are considered settled. Page 2 Interconnection Contract with FirstMark Confidential 6 TERMINATION 6.1 This interconnection service will be agreed for an indefinite period. It can be terminated at any time by the parties at 3 months notice with effect from the end of the year. 6.2 The Telekom is be obliged to submit, together with the termination, an offer for the future arrangement of the interconnection services. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Page 3 Interconnection Contract with FirstMark Confidential PART 3 INTERCONNECTION SERVICES PERFORMED BY FIRSTMARK Page VI Interconnection Contract with FirstMark Confidential LIST OF CONTENTS FirstMark-B.1 Connections into the national telephone network of FirstMark from the telephone network of the Telekom FirstMark-B.2 Transfer of connections from the national telephone network of FirstMark to the Telekom as a connection network provider FirstMark-O.5 Connections from the national telephone network of FirstMark to the Freephone Service of the Telekom and the Freephone Service of other network providers under the service code 0800 or 0130 Telekom-O.6 Connections to FirstMark's Shared Cost Service 0180 FirstMark-O.11 Connections to the 0700 Service of FirstMark FirstMark-O.12 Connections from the national telephone network of FirstMark to Online Services in the network of the Telekom FirstMark-Z.4 Connections to the 0190 1-9 service of FirstMark - with Online-Billing-Method - Page VII Interconnection Contract with FirstMark Confidential FIRSTMARK-B.1 CONNECTIONS INTO THE NATIONAL TELEPHONE NETWORK OF FIRSTMARK FROM THE TELEPHONE NETWORK OF THE TELEKOM 1 DESCRIPTION OF SERVICES 1.1 FirstMark provides via the agreed ICAs at the OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the telephone network of the Telekom to all subscriber terminals in the national telephone network of FirstMark with geographical destination number (area code and subscriber's number). In case the Telekom-O.2 service is used (connections via the national telephone network of the Telekom to other national fixed networks), FirstMark undertakes to provide, upon request by the Telekom, via ICAs according to ENCLOSURE B - INTERCONNECTION JUNCTION, fully automatic connections from the telephone network of the Telekom to terminals of FirstMark with area codes in the catchment area of the Telekom according to Part 1 of this Enclosure 3 at one of the OdZ offered by the Telekom according to ANNEX F - LOCATIONS OF INTERCONNECTION. If the ICAs required for this have not been ordered yet by FirstMark, they shall be ordered immediately according to the method described in ANNEX B - ORDER/PROVISION. In case the ICAs are not realised within 12 months after the corresponding request submitted by the Telekom, and this failure has not been caused by the Telekom, FirstMark shall be obliged to make it possible for the Telekom to realise the termination in the telephone network of FirstMark at equivalent economic conditions. 1.2 The following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter, provided that they are made available by the Telekom: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. 1.3 The services include the establishment of the connection via the signalling channel, and the switching and holding of the basic channel and the connection up to the subscriber's terminal of the FirstMark. 1.4 The services described in this chapter do not include the transit to subscribers' terminal of other subscriber network providers even in the case of "ported subscriber numbers". Page 1 Interconnection Contract with FirstMark Confidential 1.5 FirstMark shall perform the services described in this chapter according to the amount and structure of traffic ordered by the Telekom and confirmed according to ANNEX B - ORDER/PROVISION. In case the traffic transferred by the Telekom exceeds the ordered and confirmed amount and structure of traffic, FirstMark will perform the services described in this chapter within the scope of its existing technical and operational possibilities. 2 DUTY TO COOPERATE 2.1 The Telekom complies with the technical conditions agreed with FirstMark according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS. 2.2 The Telekom enters into the required planning agreements with FirstMark and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 The Telekom will transfer the connections mentioned in item 1.1 close to the source via the agreed ICAs at the OdZ according to Part 1 of this Enclosure C and the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. Telekom will transfer the connections on the B.1-bundle, traffic current C. 2.4 With the establishment of the connection the Telekom transfers the Calling Line Identification (CLI). 3 TRAFFIC ROUTING Connections transferred by the Telekom within the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4 QUALITY 4.1 Connections transferred by the Telekom within the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4.2 For the details refer to ENCLOSURE E - QUALITY. 4.3 In case the Telekom hands over traffic exceeding the ordered and confirmed amount of traffic, the agreed quality is not guaranteed by FirstMark. Page 2 Interconnection Contract with FirstMark Confidential FIRSTMARK-B.2 TRANSFER OF CONNECTIONS FROM THE NATIONAL TELEPHONE NETWORK OF FIRSTMARK TO THE TELEKOM AS A CONNECTION NETWORK PROVIDER 1 DESCRIPTION OF SERVICES 1.1 FirstMark provides via the agreed ICAs at the OdZ according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the national telephone network of FirstMark to the Telekom when the Telekom has been selected by a subscriber of FirstMark as a connection network provider. 1.2 The following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. 1.3 FirstMark will carry out the technical modifications and administrative changes for the connection network provider selection 1.4 The services include the establishment of the connection via the signalling channel, and the switching and holding of the basic channel and the connection up to the network interworking of the Telekom. 1.5 The selection of the connection network provider is performed via a preselection which is permanent for FirstMark's subscribers or, in the case of individual connections, via a connection network provider code (prefix, call-by-call) dialled by the calling subscriber of FirstMark. 1.6 FirstMark shall perform the services described in this chapter according to the amount and structure of traffic ordered by the Telekom and confirmed according to ANNEX B - ORDER/PROVISION. In case the traffic transferred by the Telekom exceeds the ordered and confirmed amount and structure of traffic, FirstMark will perform the services described in this chapter within the scope of its existing technical and operational possibilities. Page 1 Interconnection Contract with FirstMark Confidential 2 DUTY TO COOPERATE 2.1 The Telekom shall be obliged to accept at their gateway plant the connections (handed over by FirstMark at the ICAs) from subscribers of FirstMark who have selected the Telekom as the connection network provider. 2.2 The Telekom shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with FirstMark. 2.3 The Telekom enters into the required planning agreements with FirstMark and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.4 The Telekom will support the ISDN performance features listed in item 1.2, in particular the calling line identification (CLI) across the network borders. 2.5 The Telekom will inform FirstMark about the subscribers who have selected the Telekom as their permanently preset connection network provider. The details of this will be agreed upon by the parties to the contract. 3 TRAFFIC ROUTING 3.1 Connections handed over to the Telekom in the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 3.2 The connections are transferred close to the source via the agreed ICAs at the OdZ according to the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. The interchange of the connections is performed on the B.2 bundle, traffic current D. 4 QUALITY 4.1 Connections handed over to the Telekom in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For the other details refer to ENCLOSURE E - QUALITY. Page 2 Interconnection Contract with FirstMark Confidential FIRSTMARK-O.5 CONNECTIONS FROM THE NATIONAL TELEPHONE NETWORK OF FIRSTMARK TO THE FREEPHONE SERVICE OF THE TELEKOM AND THE FREEPHONE SERVICE OF OTHER NETWORK PROVIDERS UNDER THE SERVICE CODE 0800 OR 0130 1 DESCRIPTION OF SERVICES 1.1 FirstMark provides via the agreed ICAs at the locations according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the national telephone network of FirstMark to the freephone service of the Telekom and to the Freephone Service of other network providers, with which the Telekom has entered into corresponding interconnection agreements, under the service code 0800 or, for the period of the existing temporary arrangements, under the service code 0130. 1.2 Within the scope of the interface specification according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS - the following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. 1.3 The services include the establishment of the connection via the signalling channel and the switching and holding of the basic channel up to the network interworking of the Telekom. 1.4 FirstMark provides subscribers who have selected FirstMark as their connection network provider with free access to Freephone-Service numbers of the Telekom under the service codes 0800 or 0130 and to call numbers of the Freephone Service of other network providers. 1.5 FirstMark shall perform the services described in this chapter according to the amount and structure of traffic ordered by the Telekom according to ANNEX B - ORDER/PROVISION. Page 1 Interconnection Contract with FirstMark Confidential 2 DUTY TO COOPERATE 2.1 The Telekom shall be obliged to accept at their gateway plant the connections (handed over by FirstMark at the ICAs) from subscribers who have dialled a Freephone Service of the Telekom under the service code 0800 or 0130 or a Freephone Service of another network provider. 2.2 The Telekom shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with FirstMark. 2.3 The Telekom enters into the required planning agreements with FirstMark and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.4 The Telekom shall transfer to the RegTP database the corresponding 0800 or 0130 numbers which can be accessed via its Freephone-Service under the service code 0800 or 0130. 2.5 The Telekom will support the ISDN performance features mentioned in item 1.2 across the network borders. 3 TRAFFIC ROUTING 3.1 Connections handed over to the Telekom in the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 3.2 The connections are transferred close to the source via the agreed ICAs at the OdZ according to the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. The interchange of the connections is performed on the B.1 bundle, traffic current A. 4 QUALITY 4.1 Connections handed over to the Telekom in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For the other details refer to ENCLOSURE E - QUALITY. Page 2 Interconnection Contract with FirstMark Confidential 5 TERMINATION 5.1 This interconnection service will be agreed for an indefinite period. It can be terminated at any time by the parties at 3 months notice with effect from the end of the year. 5.2 FirstMark is be obliged to submit, together with the termination, an offer for the future arrangement of the interconnection services. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Page 3 Interconnection Contract with FirstMark Confidential TELEKOM-O.6 CONNECTIONS TO FIRSTMARK'S SHARED COST SERVICE 0180 1 DESCRIPTION OF SERVICES 1.1 Within the scope of its existing technical and operational possibilities FirstMark provides via the agreed ICAs at the locations according to 1.5 fully automatic connections from the telephone network of the Telekom and from other national telephone networks and mobile phone networks, with which the Telekom has entered into corresponding agreements, to the Shared Cost Service 0180 of FirstMark. With the realisation of the Carrier-Selection Phase II, FirstMark, within the scope of its existing technical and operational possibilities, provides via the agreed ICAs at the locations according to 1.5 fully automatic connections from the telephone network of the Telekom and from other national telephone networks and mobile phone networks, with which the Telekom has entered into corresponding agreements, to the Shared Cost Service 0180 of FirstMark. 1.2 The services include the establishment of the connection via the signalling channel and the switching and holding of the basic channel and the connection from the network interworking up to the subscriber terminal using the 0180 service. 1.3 FirstMark shall perform the services described in 1.2 according to the amount and structure of traffic ordered by the Telekom and confirmed by FirstMark according to ANNEX B - ORDER/PROVISION. 1.4 The following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter, provided that they are made available by the Telekom: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. 1.5 Connections according to 1.1 are only established via the locations of category A according to ANNEX F - LOCATIONS OF INTERCONNECTION. Page 1 Interconnection Contract with FirstMark Confidential 2 DUTY TO COOPERATE 2.1 The Telekom shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with FirstMark. 2.2 The Telekom enters into the required planning agreements with FirstMark and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 The Telekom will hand over the connections mentioned in item 1.1 close to the source via the agreed ICAs at the OdZ according to 1.5 and the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark hands over the connections on the B.1-bundle, traffic current C. 3 TRAFFIC ROUTING Connections transferred to the Telekom at a network interworking the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4 QUALITY 4.1 Connections handed over by FirstMark at a network interworking in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For the other details refer to ENCLOSURE E - QUALITY. 4.3 In case the Telekom hands over traffic exceeding the ordered and confirmed amount and structure of traffic, the agreed quality will not be guaranteed by FirstMark. Page 2 Interconnection Contract with FirstMark Confidential 5 PRICE 5.1 The Telekom shall pay the prices indicated in the current AGB of the Telekom (Price List) minus the reimbursement indicated in ENCLOSURE D - PRICE for connections to the Shared Cost Service 0180 of FirstMark. The prices indicated in the AGB of the Telekom are converted to minute prices and, if applicable, event-related prices and accounted according to the method specified in ENCLOSURE D - PRICE. 5.2 With the prices mentioned under 5.1 the services mentioned under 1.2 are considered settled. 5.3 The Telekom shall inform FirstMark about any changes of the prices indicated in the AGB of the Telekom (price list) 2 months before the new prices become valid. In such case FirstMark shall have a special right to terminate the agreement which must be exercised immediately. 6 TERMINATION 6.1 This interconnection service will be agreed for an indefinite period. It can be terminated at any time by the parties at 3 months notice with effect from the end of the year. 6.2 In the cases stipulated in item 6.1 FirstMark is obliged to submit, together with the notice of termination, an offer for the future arrangement of the interconnection service. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Page 3 Interconnection Contract with FirstMark Confidential FIRSTMARK-O.11 CONNECTIONS TO THE 0700 SERVICE OF FIRSTMARK 1 DESCRIPTION OF SERVICES 1.1 Within the scope of its existing technical and operational possibilities FirstMark provides via the agreed ICAs at the locations according to 1.5 fully automatic connections from the telephone network of the Telekom and connections from other telephone networks and mobile phone networks, with which the Telekom has entered into corresponding interconnection agreements, to the 0700 service of FirstMark. With the realisation of the Carrier-Selection Phase II FirstMark, within the scope of its existing technical and operational possibilities, provides via the agreed ICAs at the locations according to 1.5 fully automatic connections from the telephone network of the Telekom and connections from other telephone networks and mobile phone networks, with which the Telekom has entered into corresponding interconnection agreements, to the 0700 service of FirstMark. 1.2 The services include the establishment of the connection via the signalling channel and the switching and holding of the basic channel and the connection from the network interworking up to the subscriber terminal using the 0700 service. 1.3 FirstMark shall perform the services described in 1.2 according to the amount and structure of traffic ordered by the Telekom and confirmed by FirstMark according to ANNEX B - ORDER/PROVISION. 1.4 The following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter, provided that they are made available by the Telekom: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. 1.5 Connections according to 1.1 are only established via the locations of category A according to ANNEX F - LOCATIONS OF INTERCONNECTION. Page 1 Interconnection Contract with FirstMark Confidential 2 DUTY TO COOPERATE 2.1 The Telekom shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with FirstMark. 2.2 The Telekom enters into the required planning agreements with FirstMark and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 The Telekom will hand over the connections mentioned in item 1.1 close to the source via the agreed ICAs at the OdZ according to 1.5 and the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark hands over the connections on the B.1-bundle, traffic current C. 3 TRAFFIC ROUTING Connections transferred to the Telekom at a network interworking the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4 QUALITY 4.1 Connections handed over by FirstMark at a network interworking in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For the other details refer to ENCLOSURE E - QUALITY. 4.3 In case the Telekom hands over traffic exceeding the ordered and confirmed amount and structure of traffic, the agreed quality will not be guaranteed by FirstMark. Page 2 Interconnection Contract with FirstMark Confidential 5 PRICE 5.1 The Telekom shall pay the prices indicated in the current AGB of the Telekom (Price List) minus the reimbursement indicated in ENCLOSURE D - PRICE for connections to the Shared Cost Service 0700 of FirstMark. The prices indicated in the AGB of the Telekom are converted to minute prices and, if applicable, event-related prices and accounted according to the method specified in ENCLOSURE D - PRICE. 5.2 With the prices mentioned under 5.1 the services mentioned under 1.2 are considered settled. 5.3 The Telekom shall inform FirstMark about any changes of the prices indicated in the AGB of the Telekom (price list) 2 months before the new prices become valid. In such case FirstMark shall have a special right to terminate the agreement which must be exercised immediately. 6 TERMINATION 6.1 This interconnection service will be agreed for an indefinite period. It can be terminated at any time by the parties at 3 months notice with effect from the end of the year. 6.2 In the cases stipulated in item 6.1 FirstMark is obliged to submit, together with the notice of termination, an offer for the future arrangement of the interconnection service. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Page 3 Interconnection Contract with FirstMark Confidential FIRSTMARK-O.12 CONNECTIONS FROM THE NATIONAL TELEPHONE NETWORK OF FIRSTMARK TO ONLINE SERVICES IN THE NETWORK OF THE TELEKOM 1 DESCRIPTION OF SERVICES 1.1 FirstMark provides via the agreed ICAs at the locations according to ANNEX F - LOCATIONS OF INTERCONNECTION - fully automatic connections from the national telephone network of FirstMark to the Online Services in the network of the Telekom under the service codes 0190x (without 01910, 019102323, 019103366 and 019104981), 01914 and 019161. 1.2 The following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. 1.3 The services include the establishment of the connection via the signalling channel and the switching and holding of the basic channel up to the network interworking of the Telekom. 1.4 FirstMark shall perform the services described in this chapter according to the amount and structure of traffic ordered by the Telekom and confirmed according to ANNEX B - ORDER/PROVISION. 1.5 The services described in this chapter do not include any accounting to the subscribers of FirstMark. 2 DUTY TO COOPERATE 2.1 The Telekom is obliged to accept at its gateway plant at all OdZ the connections (handed over by FirstMark at the ICAs) from subscribers of FirstMark who dialled the Online Services in the network of the Telekom under the access codes according to 1.1. 2.2 The Telekom shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with FirstMark. 2.3 The Telekom enters into the required planning agreements with FirstMark and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. Page 1 Interconnection Contract with FirstMark Confidential 2.4 The Telekom will support the ISDN performance features listed in item 1.2, in particular the calling line identification (CLI) across the network borders. 2.5 It is not possible yet to include the access codes 01910, 019102323, 019103366 and 109104981 in this service. Up to the time this service will be extended the Telekom shall establish connections to the above mentioned access codes as a termination service which is free of charge for FirstMark. The Telekom will inform FirstMark in writing two weeks before these access codes will be included. 3 TRAFFIC ROUTING 3.1 Connections transferred to the Telekom at a network interworking the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 3.2 The connections are handed over close to the source via the agreed OdZ according to the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. The transfer of the connections is performed on the B.1-bundle, traffic current A. 4 QUALITY 4.1 Connections handed over by FirstMark at a network interworking in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For the other details refer to ENCLOSURE E - QUALITY. 5 TERMINATION 5.1 This interconnection service will be agreed for an indefinite period. It can be terminated at any time by the parties at 3 months notice with effect from the end of the year. 5.2 FirstMark is obliged to submit, together with the notice of termination, an offer for the future arrangement of the interconnection service. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Page 2 Interconnection Contract with FirstMark Confidential FIRSTMARK-Z.4 CONNECTIONS TO THE 0190 1-9 SERVICE OF FIRSTMARK - WITH ONLINE-BILLING-METHOD - 1 DESCRIPTION OF SERVICES 1.1 FirstMark provides via the agreed ICAs at the OdZ according to 1.6 fully automatic connections from the telephone network of the Telekom to the 0190 1-9 service of FirstMark. The maximum duration of a connection is limited to one hour. With the realisation of the Carrier-Selection Phase II, FirstMark provides via the agreed ICAs at the OdZ according to 1.6 fully automatic connections from the telephone network of the Telekom to the 0190 1-9 service of FirstMark. The maximum duration of a connection is limited to one hour. 1.2 The services include the establishment of the connection via the signalling channel and the switching and holding of the basic channel, the connection from the network interworking up to the station in the network of FirstMark which offers the 0190 1-9 service, and the information service which can be accessed via the corresponding access code 0190 1-9. 1.3 FirstMark shall perform the services described in 1.2 according to the amount and structure of traffic ordered by the Telekom according to ANNEX B - ORDER/PROVISION - and confirmed by FirstMark. In case the traffic transferred by the Telekom exceeds the ordered and confirmed amount and structure of traffic, FirstMark will perform the services described in this chapter within the scope of its existing technical and operational possibilities. 1.4 The service described here does not include the transit to the 0190 1-9 service of other network providers even in the case of "ported call numbers". 1.5 The following ISDN performance features (according to ETS 300 356-1) are supported across the network borders for the services described in this chapter, provided that they are made available by the Telekom: DDI, MSN, CLIP/CLIR, COLP/COLR, MCID, sub-addressing, terminal portability, CFU, CFB, CFNR, call waiting, call hold, three-party service, CUG, UUS service 1. 1.6 Connections according to 1.1 are only established via the locations of category A according to ANNEX F - LOCATIONS OF INTERCONNECTION. Page 1 Interconnection Contract with FirstMark Confidential 2 DUTY TO COOPERATE 2.1 The Telekom shall comply with the technical conditions according to ANNEX A - TECHNICAL PARAMETERS AND DESCRIPTIONS agreed upon with FirstMark. 2.2 The Telekom enters into the required planning agreements with FirstMark and orders the required amount and structure of traffic according to ANNEX B - ORDER/PROVISION. 2.3 The Telekom will hand over the connections mentioned in item 1.1 close to the source via the agreed ICAs at the OdZ according to 1.5 and the catchment areas specified in ANNEX G - MUTUAL PERFORMANCE RELATIONS. FirstMark hands over the connections on the B.1-bundle, traffic current C. 3 TRAFFIC ROUTING Connections transferred to the Telekom at a network interworking the scope of the services described in this chapter are treated discrimination-free as regards traffic routing. 4 QUALITY 4.1 Connections handed over by FirstMark at a network interworking in the scope of the services described in this chapter are treated discrimination-free as regards quality. 4.2 For the other details refer to ENCLOSURE E - QUALITY. 4.3 In case the Telekom hands over traffic exceeding the ordered and confirmed amount and structure of traffic, the agreed quality will not be guaranteed by FirstMark. Page 2 Interconnection Contract with FirstMark Confidential 5 PRICE 5.1 The Telekom shall pay the prices indicated in the current AGB of the Telekom (Price List) minus the reimbursement indicated in ENCLOSURE D - PRICE for connections to the Shared Cost Service 0190 1-9 of FirstMark. The prices indicated in the AGB of the Telekom are converted to minute prices and, if applicable, event-related prices and accounted according to the method specified in ENCLOSURE D - PRICE. 5.2 With the prices mentioned under 5.1 the services mentioned under 1.2 are considered settled. 5.3 The Telekom shall inform FirstMark about any changes of the prices indicated in the AGB of the Telekom (price list) 2 months before the new prices become valid. In such case FirstMark shall have a special right to terminate the agreement which must be exercised immediately. 6 TERMINATION 6.1 This interconnection service will be agreed for an indefinite period. It can be terminated at any time by the parties at 2 months notice with effect from the end of the year. 6.2 FirstMark is obliged to submit, together with the notice of termination, an offer for the future arrangement of the interconnection service. The stipulations in the main part of this interconnection agreement governing the termination of interconnection services remain unaffected. Interconnection Contract with FirstMark Confidential ENCLOSURE D PRICE Page I Interconnection Contract with FirstMark Confidential ENCLOSURE D "PRICE" IS SUBDIVIDED INTO PART 1 "PRICES CHARGED BY THE TELEKOM FOR THE INTERCONNECTION JUNCTIONS" PART 2 "PRICES CHARGED FOR THE SERVICE PORTFOLIO OF THE TELEKOM" PART 3 "PRICES CHARGED FOR THE SERVICE PORTFOLIO OF FIRSTMARK" Page II Interconnection Contract with FirstMark Confidential PART 1 PRICES CHARGED BY THE TELEKOM FOR THE INTERCONNECTION JUNCTIONS Page III Interconnection Contract with FirstMark Confidential LIST OF CONTENTS 1 PRICES FOR INTERCONNECTION JUNCTIONS (ICAS) 1 1.1 Interconnection junctions "customer sited" 1 1.2 Interconnection junctions "customer sited with two-way routing" 8 1.3 Interconnection junctions "customer sited with double support" 13 1.4 Interconnection junctions "customer sited with double support and two-way routing" 22 1.5 Interconnection junctions "physical co-location" 29 1.6 Interconnection junctions "physical co-location with double support" 37 1.7 Price sheet "Collocation room" 45 1.8 Interconnection junctions 52 Customer sited 16x2 Mbit/s 52 Customer sited 21x2 Mbit/s 52 Customer sited 63x2 Mbit/s 52 1.9 Interconnection junctions 59 Customer sited 16x2 Mbit/s with two-way-routing 59 Customer sited 21x2 Mbit/s with two-way-routing 59 Customer sited 63x2 Mbit/s with two-way-routing 59 1.10 Interconnection junctions 66 Customer sited 16x2 Mbit/s with double support 66 Customer sited 21x2 Mbit/s with double support 66 Customer sited 63x2 Mbit/s with double support 66 1.11 Interconnection junctions 73 Customer sited 16x2 Mbit/s with double support and two-way-routing 73 Customer sited 21x2 Mbit/s with double support and two-way-routing 73 Customer sited 63x2 Mbit/s with double support and two-way-routing 73 2 HEDGING THE BUSINESS RISK OF TELEKOM (MINIMUM TRAFFIC GUARANTY) 80 3 CANCELLING TEST WINDOWS 81 Page IV Interconnection Contract with FirstMark Confidential 1 PRICES FOR INTERCONNECTION JUNCTIONS (ICAS) 1.1 INTERCONNECTION JUNCTIONS "CUSTOMER SITED" 1.1.1 Price structure 1.1.1.1 For being provided with and being granted permission to use an ICAs "customer sited" FirstMark shall pay a non-recurrent price for provision and an annual price for the permission to use according to item 1.1.2. The price for provision shall be paid in advance. 1.1.1.2 For the inter-building-section shall apply the current prices for permanent carrier connections 2MS (CFV 2MS). 1.1.1.3 For the permission to use the central signalling channels (ZZK7) shall be paid a price for permission to use per ZZK7 according to item 1.1.2. 1.1.1.4 At the end of each calendar year Telekom shall refund to FirstMark part of the price for provision (intra building section, inter building section) and of the price for permission to use (intra building section, inter building section and permission to use a ZZK7) corresponding to the ratio of the generated minutes to be paid by the contracting parties at this location of interconnection. A refunding for the inter building section by Telekom shall be acceptable only up to a length of 20 km maximum. 1.1.1.5 In case FirstMark requests a special execution of the ICAs "customer sited" that deviates from the standard execution Telekom shall charge the additional costs separately according to item 1.1.3. 1.1.1.6 FirstMark shall be charged the costs for re-positioning, exchanging or altering the interconnection facility and for laying the terminal line as requested by FirstMark shall be charged according to item 1.1.3. 1.1.1.7 Standard debugging shall be paid with the price for provision to be paid for the ICAs "customer sited". 1.1.1.8 FirstMark shall be charged the costs for measures in the telephone network of Telekom which may be required for implementing the first interconnection and/or altering the interconnection according to items 1.1.2 and 1.1.3. 1.1.1.9 In case Telekom finds that it is not responsible for the malfunction that was reported by FirstMark Telekom shall charge FirstMark for the relevant costs according to item 1.1.3. Page 1 Interconnection Contract with FirstMark Confidential 1.1.1.10 In case Telekom does not keep the deadline for supplying the facilities or does not supply the facilities within the agreed period Telekom shall pay a penalty according to item 1.1.4 except in case FirstMark is responsible for the delay. 1.1.1.11 The prices which are based upon expenses shall be calculated on the basis of the price list "Other services of the AGB (Standard form contract conditions) of the Telekom". 1.1.1.12 Cancellation fees shall be charged according to item 1.1.5. Page 2 Interconnection Contract with FirstMark Confidential 1.1.2 Price list
- ----------------------------------------------------------------------------------------------------------------------- CURRENT SERVICE PRICE NO. DM (EUR) WITHOUT VAT - ----------------------------------------------------------------------------------------------------------------------- 1 PROVISION 1.1 installation of the intra building section, per ICAs 320.00 (163.61) 1.2 implementation of the first interconnection 1.2.1 installing the routing definition for TNB-identification with 114.00 (58.29)/concerned VE simultaneous installation of the VNB- and TNB-identification 95.00 (48.57)/ concerned VE 1.2.2 installing the routing definition for the VNB-identification 114.00 (58.29)/concerned VE for the concerned catchment areas 1.2.3 installing special announcements 95.00 (48.57)/concerned VE 1.2.4 installing the routing definition for the value added service 114.00 (58.29)/Concerned VE of FirstMark (e.g. Telekom-O.5, etc.) 1.2.5 installing traffic registration 210.00 (107.37)/network interworking 1.3 installing the inter building section, per ICAs provision price f. CFV2 MS 2 PERMISSION TO USE 2.1 intra building section, annually, per ICAs 1,550.00 (792.50) 2.2 inter building section, annually, per ICAs price for permission to use f. CFV 2MS 2.3 permission to use one ZZK7, annually 508.00 (259.74) - -----------------------------------------------------------------------------------------------------------------------
Page 3 Interconnection Contract with FirstMark Confidential 1.1.3 Additional prices
- -------------------------------------------------------------------------------------------------------------------- CURRENT ITEM PRICE NO. DM (EUR) WITHOUT VAT - -------------------------------------------------------------------------------------------------------------------- 1 SPECIAL EXECUTION additional costs in comparison to standard installation based upon expenses 2 RE-POSITIONING, EXCHANGING OR ALTERING THE INTERCONNECTION FACILITY AND LAYING THE TERMINATION LINE price for travelling and work services which are provided for based upon expenses re-positioning, exchanging and/or altering the termination equipment of the inter-building-section, per ICAs 3 MEASURES IN THE TELEPHONE NETWORK OF THE TELEKOM 3.1 alteration of the interconnection 3.1.1 alteration of the interconnection at existing locations of interconnection 3.1.1.1 alteration of the routing definition by altering the EZB 114.00 (58.29)/concerned VE (catchment areas) 3.1.1.2 altering the bunch splitting 95.00 (48.57)/ICAs 3.1.1.3 isolation/cancelling additional interconnection services at 95.00 (48.57)/network interworking the network interworking (Telekom-B.1, O.1, O.2, O.3, O.4, etc.) 3.1.1.4 establishing/cancelling the routing definition for the value 114.00 (58.29)/concerned VE added service of FirstMark (e.g. Telekom-O.5, etc.) 3.1.1.5 establishing of new/cancelling of the routing definition for 114.00 (58.29)/concerned VE the TNB with simultaneous establishing of the VNB- and 95.00 (48.57)/concerned VE TNB-identification 3.1.1.6 establishing of new/cancelling of the routing definition for 114.00 (58.29)/concerned VE the VNB 3.1.2 Extending the interconnection by further locations of interconnection 3.1.2.1 establishing the routing definition for the 114.00 (58.29)/concerned VE TNB-identification with simultaneous establishment of the VNB- and TNB-identification for the concerned catchment areas 95.00 (48.57)/concerned VE 3.1.2.2 establishing the routing definition for the VNB-identification 114.00 (58.29)/concerned VE 3.1.2.3 establishing special announcements 95.00 (48.57)/concerned VE 3.1.2.4 establishing the routing definition for the value added 114.00 (58.29)/concerned VE service of FirstMark (e.g. Telekom-O.5 etc.) 3.1.2.5 establishing traffic registration 210.00 (107.37)/network interworking 4 DEBUGGING in case Telekom was not responsible for fault, according to expenses per action - --------------------------------------------------------------------------------------------------------------------
Page 4 Interconnection Contract with FirstMark Confidential 1.1.4 Penalties
- -------------------------------------------------------------------------------------------------------------------- CURRENT ITEM AMOUNT NO. - -------------------------------------------------------------------------------------------------------------------- 1 NON-FULFILMENT OF A PROMISED DEADLINE OR AN AGREED PERIOD FOR PROVISION, per ICAsS >in case of a delay of 6 up to 10 calendar days 10 % of the standard provision price(1) >in case of a delay of 25 % of the standard provision price(1) more than 10 up to 15 calendar days >in case of a delay of 50 % of the standard provision price(1) more than 15 up to 20 calendar days >in case of a delay of 100 % of the standard provision price(1) more than 20 calendar days 2 EXCEEDING A PROMISED DEBUGGING DEADLINE, PER MALFUNCTION > in case of a delay of up to 2 calendar days 10 % of the standard provision price(1) >in case of a delay of 25 % of the standard provision price(1) more than 2 up to 4 calendar days >in case of a delay of 50 % of the standard provision price(1) more than 4 up to 8 calendar days >in case of a delay of 100 % of the standard provision price(1) more than 8 calendar days - --------------------------------------------------------------------------------------------------------------------
- ---------- (1) standard price for the permission to use = price for the permission to use for one ICAs "customer sited" within the standard catchment area with a length of 15 km (intra-building section, inter-building section (consisting exclusively of one connection line) and permission to use one ZZK7, see 1.1.2 current nos. 2.1, 2.2, 2.3) Page 5 Interconnection Contract with FirstMark Confidential 1.1.5 Cancellation fees according to ANNEX B - ORDER/PROVISION 1.1.5.1 In case of a cancellation before a binding provision date has been agreed FirstMark shall pay a flat rate amounting to DM 800.01 (EUR 409.04) provided that no conditions for a cancellation free of charge prevail. 1.1.5.2 In correspondence with the provision periods listed in ANNEX B - ORDER/PROVISION the following cancellation fees shall apply: case A): provision period of 12 months In case of a cancellation of the order within the period of 12 months before the binding provision date FirstMark shall pay for the cancelled ICAs "Customer sited" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 360 - 240 10 % 5 % - -------------------------------------------------------------------------------- B 239 - 120 25 % 12.5 % - -------------------------------------------------------------------------------- C 119 - 60 50 % 25 % - -------------------------------------------------------------------------------- D 59 - 0 80 % 40 % - -------------------------------------------------------------------------------- Case B): provision period of 6 months In case of a cancellation of the order within the period of 6 months before the binding provision date FirstMark shall pay for the cancelled ICAs "Customer sited" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 180 - 120 10 % 5 % - -------------------------------------------------------------------------------- B 119 - 90 25 % 12.5 % - -------------------------------------------------------------------------------- C 89 - 30 50 % 25 % - -------------------------------------------------------------------------------- D 29 - 0 80 % 40 % - -------------------------------------------------------------------------------- Page 6 Interconnection Contract with FirstMark Confidential Case C): provision period of 3 months In case of a cancellation of the order within the period of 3 months before the binding provision date FirstMark shall pay for the cancelled ICAs "Customer sited" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 90 - 60 10 % 5 % - -------------------------------------------------------------------------------- B 59 - 450 25 % 10 % - -------------------------------------------------------------------------------- C 44 - 15 50 % 20 % - -------------------------------------------------------------------------------- D 14 - 0 80 % 30 % - -------------------------------------------------------------------------------- 1.1.5.3 In case an ICAs "Customer sited" is cancelled due to circumstances for which Telekom is responsible, e.g. because Telekom altered agreed plans no cancellation fee shall be charged. 1.1.6 For the inter-building-section shall apply the discount on the price for the rental period and the discount on turnover price for CFV 2MS. Page 7 Interconnection Contract with FirstMark Confidential 1.2 INTERCONNECTION JUNCTIONS "CUSTOMER SITED WITH TWO-WAY ROUTING" 1.2.1 Price structure 1.2.1.1 For being provided with and being granted permission to use an ICAs "customer sited with two-way routing" FirstMark shall pay per connection a non-recurrent price for provision and an annual price for the permission to use according to item 1.2.2. The price for provision shall be paid in advance. 1.2.1.2 For the permission to use the central signalling channels (ZZK7) shall be paid a separate price for permission to use per ZZK7 according to item 1.2.2. 1.2.1.3 At the end of each calendar year Telekom shall refund to FirstMark part of the price for provision (intra building section, inter building section) and of the price for permission to use (intra building section, inter building section and permission to use a ZZK7) corresponding to the ratio of the generated minutes to be paid by the contracting parties at this location of interconnection. A refunding for the inter building section by Telekom shall be acceptable only up to a length of 20 km maximum. 1.2.1.4 For the inter-building-section shall apply the current prices for permanent carrier connections 2MS (CFV 2MS) by factor 1.15. 1.2.1.5 In case the implementation of the second way requires the installation of a supplementary unit Telekom shall charge FirstMark for the additional costs incurred by the building of the supplementary unit according to item 1.2.2. 1.2.1.6 In case FirstMark requests a special execution of the ICAs "customer sited with two-way routing" that deviates from the standard execution Telekom shall charge the additional costs separately according to item 1.2.3. 1.2.1.7 FirstMark shall be charged the costs for re-positioning, exchanging or altering the interconnection facility and for laying the terminal line as requested by FirstMark shall be charged according to item 1.2.3. 1.2.1.8 Standard debugging shall be paid with the price for provision to be paid for the ICAs "customer sited with two-way routing". For express debugging shall be charged an annual amount according to item 1.2.3 per connection. 1.2.1.9 FirstMark shall be charged the costs for measures in the telephone network of Telekom which may be required for implementing the first interconnection and/or altering the interconnection according to items 1.2.2 and 1.2.3. Page 8 Interconnection Contract with FirstMark Confidential 1.2.1.10 In case Telekom finds that it is not responsible for the malfunction that was reported by FirstMark Telekom shall charge FirstMark for the relevant costs according to item 1.2.3. 1.2.1.11 In case Telekom does not keep the deadline for supplying the facilities or does not supply the facilities within the agreed period Telekom shall pay a penalty according to item 1.2.4 except in case FirstMark is responsible for the delay. 1.2.1.12 The prices which are based upon expenses shall be calculated on the basis of the price list "Other services of the AGB (Standard form contract conditions) of the Telekom". 1.2.1.13 Cancellation fees shall be charged according to item 1.2.5. Page 9 Interconnection Contract with FirstMark Confidential 1.2.2 Price list
- ----------------------------------------------------------------------------------------------------------------------- CURRENT SERVICE PRICE NO. DM (EUR) WITHOUT VAT - ----------------------------------------------------------------------------------------------------------------------- 1 PROVISION 1.1 installation of the intra building section, per ICAs 320.00 (163.61) 1.2 implementation of the first interconnection 1.2.1 installing the routing definition for TNB-identification with 114.00 (58.29)/concerned VE simultaneous installation of the VNB- and TNB-identification 95.00 (48.57)/ concerned VE 1.2.2 installing the routing definition for the VNB-identification 114.00 (58.29)/concerned VE for the concerned catchment areas 1.2.3 installing special announcements 95.00 (48.57)/concerned VE 1.2.4 installing the routing definition for the value added service 114.00 (58.29)/Concerned VE of FirstMark (e.g. Telekom-O.5, etc.) 1.2.5 installing traffic registration 210.00 (107.37)/network interworking 1.3 installing the inter building section, per ICAs provision price f. CFV2 MS 2 PERMISSION TO USE 2.1 intra building section, annually, per ICAs 1,550.00 (792.50) 2.2 inter building section, annually, per ICAs 1.15 x price for permission to use f. CFV 2.2.1 additional costs for supplementar unit 2MS based upon expenses 2.3 permission to use one ZZK7, annually 508.00 (259.74) - -----------------------------------------------------------------------------------------------------------------------
Page 10 Interconnection Contract with FirstMark Confidential 1.2.3 Additional prices
- -------------------------------------------------------------------------------------------------------------------- CURRENT ITEM PRICE NO. DM (EUR) WITHOUT VAT - -------------------------------------------------------------------------------------------------------------------- 1 SPECIAL EXECUTION additional costs in comparison to standard installation based upon expenses 2 RE-POSITIONING, EXCHANGING OR ALTERING THE INTERCONNECTION FACILITY AND LAYING THE TERMINATION LINE price for travelling and work services which are provided for based upon expenses re-positioning, exchanging and/or altering the termination equipment of the inter-building-section, per ICAs 3 MEASURES IN THE TELEPHONE NETWORK OF THE TELEKOM 3.1 alteration of the interconnection 3.1.1 alteration of the interconnection at existing locations of interconnection 3.1.1.1 alteration of the routing definition by altering the EZB 114.00 (58.29)/concerned VE (catchment areas) 3.1.1.2 altering the bunch splitting 95.00 (48.57)/ICAs 3.1.1.3 isolation/cancelling additional interconnection services at 95.00 (48.57)/network interworking the network interworking (Telekom-B.1, O.1, O.2, O.3, O.4, etc.) 3.1.1.4 establishing/cancelling the routing definition for the value 114.00 (58.29)/concerned VE added service of FirstMark (e.g. Telekom-O.5, etc.) 3.1.1.5 establishing of new/cancelling of the routing definition for 114.00 (58.29)/concerned VE the TNB with simultaneous establishing of the VNB- and 95.00 (48.57)/concerned VE TNB-identification 3.1.1.6 establishing of new/cancelling of the routing definition for 114.00 (58.29)/concerned VE the VNB 3.1.2 Extending the interconnection by further locations of interconnection 3.1.2.1 establishing the routing definition for the 114.00 (58.29)/concerned VE TNB-identification with simultaneous establishment of the VNB- and TNB-identification for the concerned catchment areas 95.00 (48.57)/concerned VE 3.1.2.2 establishing the routing definition for the VNB-identification 114.00 (58.29)/concerned VE 3.1.2.3 establishing special announcements 95.00 (48.57)/concerned VE 3.1.2.4 establishing the routing definition for the value added 114.00 (58.29)/concerned VE service of FirstMark (e.g. Telekom-O.5 etc.) 3.1.2.5 establishing traffic registration 210.00 (107.37)/network interworking 4 EXPRESS DEBUGGING, annually per ICAs 2,330.00 (1,191.31) 5 DEBUGGING in case Telekom was not responsible for fault, according to expenses per action - --------------------------------------------------------------------------------------------------------------------
Page 11 Interconnection Contract with FirstMark Confidential 1.2.4 Penalties
- ----------------------------------------------------------------------------------------------------------------- CURRENT ITEM AMOUNT NO. - ----------------------------------------------------------------------------------------------------------------- 1 NON-FULFILMENT OF A PROMISED DEADLINE OR AN AGREED PERIOD FOR PROVISION, per ICAsS >in case of a delay of 6 up to 10 calendar days 10 % of the standard provision price(1) >in case of a delay of 25 % of the standard provision price(1) more than 10 up to 15 calendar days >in case of a delay of 50 % of the standard provision price(1) more than 15 up to 20 calendar days >in case of a delay of 100 % of the standard provision price(1) more than 20 calendar days 2 EXCEEDING A PROMISED DEBUGGING DEADLINE, 2.1 standard debugging, per malfunction > in case of a delay of up to 2 calendar days 10 % of the standard provision price(1) >in case of a delay of 25 % of the standard provision price(1) more than 2 up to 4 calendar days >in case of a delay of 50 % of the standard provision price(1) more than 4 up to 8 calendar days >in case of a delay of 100 % of the standard provision price(1) more than 8 calendar days 2.2 Express service, per malfunction > in case of a delay of up to 2 hours 30 % of the price for express service > in case of a delay of more than 2 up to 4 hours 50 % of the price for express service > in case of a delay of more than 4 up to 8 hours 75 % of the price for express service > in case of a delay of more than 8 hours 100 % of the price for express service - -----------------------------------------------------------------------------------------------------------------
- ---------- (1) standard price for the permission to use = price for the permission to use for one ICAs "customer sited" within the standard catchment area with a length of 15 km (intra-building section, inter-building section (consisting exclusively of one connection line) and permission to use one ZZK7, see 1.1.2 current nos. 2.1, 2.2, 2.3) Page 12 Interconnection Contract with FirstMark Confidential 1.2.5 Cancellation fees according to ANNEX B - ORDER/PROVISION 1.2.5.1 In case of a cancellation before a binding provision date has been agreed FirstMark shall pay a flat rate amounting to DM 800.01 (EUR 409.04) provided that no conditions for a cancellation free of charge prevail. 1.2.5.2 In correspondence with the provision periods listed in ANNEX B - ORDER/PROVISION the following cancellation fees shall apply: case A): provision period of 12 months In case of a cancellation of the order within the period of 12 months before the binding provision date FirstMark shall pay for the cancelled ICAs "Customer sited with two-way-routing" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 360 - 240 10 % 5 % - -------------------------------------------------------------------------------- B 239 - 120 25 % 12.5 % - -------------------------------------------------------------------------------- C 119 - 60 50 % 25 % - -------------------------------------------------------------------------------- D 59 - 0 80 % 40 % - -------------------------------------------------------------------------------- Case B): provision period of 6 months In case of a cancellation of the order within the period of 6 months before the binding provision date FirstMark shall pay for the cancelled ICAs "Customer sited with two-way-routing" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 180 - 120 10 % 5 % - -------------------------------------------------------------------------------- B 119 - 90 25 % 12.5 % - -------------------------------------------------------------------------------- C 89 - 30 50 % 25 % - -------------------------------------------------------------------------------- D 29 - 0 80 % 40 % - -------------------------------------------------------------------------------- Page 13 Interconnection Contract with FirstMark Confidential Case C): provision period of 3 months In case of a cancellation of the order within the period of 3 months before the binding provision date FirstMark shall pay for the cancelled ICAs "Customer sited with two-way-routing" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 90 - 60 10 % 5 % - -------------------------------------------------------------------------------- B 59 - 450 25 % 10 % - -------------------------------------------------------------------------------- C 44 - 15 50 % 20 % - -------------------------------------------------------------------------------- D 14 - 0 80 % 30 % - -------------------------------------------------------------------------------- 1.2.5.3 In case an ICAs "Customer sited with two-way-routing" is cancelled due to circumstances for which Telekom is responsible, e.g. because Telekom altered agreed plans no cancellation fee shall be charged. 1.2.6 For the inter-building-section shall apply the discount on the price for the rental period and the discount on turnover price for CFV 2MS. Page 14 Interconnection Contract with FirstMark Confidential INTERCONNECTION JUNCTIONS "CUSTOMER SITED WITH DOUBLE SUPPORT" 1.3.1 Price structure 1.3.1.1 For being provided with and being granted permission to use an ICAs "customer sited with double support" FirstMark shall pay per connection a non-recurrent price for provision and an annual price for the permission to use according to item 1.3.2. The price for provision shall be paid in advance. 1.3.1.2 For the inter-building-section shall apply the current prices for permanent carrier connections 2MS (CFV 2MS). 1.3.1.3 For the permission to use the central signalling channels (ZZK7) shall be paid a price for permission to use per ZZK7 according to item 1.3.2. 1.3.1.4 At the end of each calendar year Telekom shall refund to FirstMark part of the price for provision (intra building section, inter building section) and of the price for permission to use (intra building section, inter building section and permission to use a ZZK7) corresponding to the ratio of the generated minutes to be paid by the contracting parties at this location of interconnection. A refunding for the inter building section by Telekom shall be acceptable only up to a length of 20 km maximum. 1.3.1.5 In case FirstMark requests a special execution of the ICAs "customer sited with double support" that deviates from the standard execution Telekom shall charge the additional costs separately according to item 1.3.3. 1.3.1.6 FirstMark shall be charged the costs for re-positioning, exchanging or altering the interconnection facility and for laying the terminal line as requested by FirstMark shall be charged according to item 1.3.3. 1.3.1.7 Standard debugging shall be paid with the price for provision to be paid for the ICAs "customer sited with double support". 1.3.1.8 FirstMark shall be charged the costs for measures in the telephone network of Telekom which may be required for implementing the first interconnection and/or altering the interconnection according to items 1.3.2 and 1.3.3. 1.3.1.9 In case Telekom finds that it is not responsible for the malfunction that was reported by FirstMark Telekom shall charge FirstMark for the relevant costs according to item 1.3.3. Page 15 Interconnection Contract with FirstMark Confidential 1.3.1.10 In case Telekom does not keep the deadline for supplying the facilities or does not supply the facilities within the agreed period Telekom shall pay a penalty according to item 1.3.4 except in case FirstMark is responsible for the delay. 1.3.1.11 The prices which are based upon expenses shall be calculated on the basis of the price list "Other services of the AGB (Standard form contract conditions) of the Telekom". 1.3.1.12 Cancellation fees shall be charged according to item 1.3.5. Page 16 Interconnection Contract with FirstMark Confidential 1.3.2 Price list
- ----------------------------------------------------------------------------------------------------------------------- CURRENT SERVICE PRICE NO. DM (EUR) WITHOUT VAT - ----------------------------------------------------------------------------------------------------------------------- 1 PROVISION 1.1 installation of the intra building section, per ICAs 320.00 (163.61) 1.2 implementation of the first interconnection 1.2.1 installing the routing definition for TNB-identification with 114.00 (58.29)/concerned VE simultaneous installation of the VNB- and TNB-identification 95.00 (48.57)/ concerned VE 1.2.2 installing the routing definition for the VNB-identification 114.00 (58.29)/concerned VE for the concerned catchment areas 1.2.3 installing special announcements 95.00 (48.57)/concerned VE 1.2.4 installing the routing definition for the value added service 114.00 (58.29)/Concerned VE of FirstMark (e.g. Telekom-O.5, etc.) 1.2.5 installing traffic registration 210.00 (107.37)/network interworking 1.3 installing the inter building section, per ICAs provision price f. CFV2 MS 2 PERMISSION TO USE 2.1 intra building section, annually, per ICAs 1,550.00 (792.50) 2.2 inter building section, annually, per ICAs price for permission to use f. CFV 2MS 2.3 permission to use one ZZK7, annually 508.00 (259.74) - -----------------------------------------------------------------------------------------------------------------------
Page 17 Interconnection Contract with FirstMark Confidential 1.3.3 Additional prices
- -------------------------------------------------------------------------------------------------------------------- CURRENT ITEM PRICE NO. DM (EUR) WITHOUT VAT - -------------------------------------------------------------------------------------------------------------------- 1 SPECIAL EXECUTION additional costs in comparison to standard installation based upon expenses 2 RE-POSITIONING, EXCHANGING OR ALTERING THE INTERCONNECTION FACILITY AND LAYING THE TERMINATION LINE price for travelling and work services which are provided for based upon expenses re-positioning, exchanging and/or altering the termination equipment of the inter-building-section, per ICAs 3 MEASURES IN THE TELEPHONE NETWORK OF THE TELEKOM 3.1 alteration of the interconnection 3.1.1 alteration of the interconnection at existing locations of interconnection 3.1.1.1 alteration of the routing definition by altering the EZB 114.00 (58.29)/concerned VE (catchment areas) 3.1.1.2 altering the bunch splitting 95.00 (48.57)/ICAs 3.1.1.3 isolation/cancelling additional interconnection services at 95.00 (48.57)/network interworking the network interworking (Telekom-B.1, O.1, O.2, O.3, O.4, etc.) 3.1.1.4 establishing/cancelling the routing definition for the value 114.00 (58.29)/concerned VE added service of FirstMark (e.g. Telekom-O.5, etc.) 3.1.1.5 establishing of new/cancelling of the routing definition for 114.00 (58.29)/concerned VE the TNB with simultaneous establishing of the VNB- and 95.00 (48.57)/concerned VE TNB-identification 3.1.1.6 establishing of new/cancelling of the routing definition for 114.00 (58.29)/concerned VE the VNB 3.1.2 Extending the interconnection by further locations of interconnection 3.1.2.1 establishing the routing definition for the 114.00 (58.29)/concerned VE TNB-identification with simultaneous establishment of the VNB- and TNB-identification for the concerned catchment areas 95.00 (48.57)/concerned VE 3.1.2.2 establishing the routing definition for the VNB-identification 114.00 (58.29)/concerned VE 3.1.2.3 establishing special announcements 95.00 (48.57)/concerned VE 3.1.2.4 establishing the routing definition for the value added 114.00 (58.29)/concerned VE service of FirstMark (e.g. Telekom-O.5 etc.) 3.1.2.5 establishing traffic registration 210.00 (107.37)/network interworking 4 DEBUGGING in case Telekom was not responsible for fault, according to expenses per action - --------------------------------------------------------------------------------------------------------------------
Page 18 Interconnection Contract with FirstMark Confidential 1.3.4 Penalties
- -------------------------------------------------------------------------------------------------------------------- CURRENT ITEM AMOUNT NO. - -------------------------------------------------------------------------------------------------------------------- 1 NON-FULFILMENT OF A PROMISED DEADLINE OR AN AGREED PERIOD FOR PROVISION, per ICAsS >in case of a delay of 6 up to 10 calendar days 10 % of the standard provision price(1) >in case of a delay of 25 % of the standard provision price(1) more than 10 up to 15 calendar days >in case of a delay of 50 % of the standard provision price(1) more than 15 up to 20 calendar days >in case of a delay of 100 % of the standard provision price(1) more than 20 calendar days 2 EXCEEDING A PROMISED DEBUGGING DEADLINE, PER MALFUNCTION > in case of a delay of up to 2 calendar days 10 % of the standard provision price(1) >in case of a delay of 25 % of the standard provision price(1) more than 2 up to 4 calendar days >in case of a delay of 50 % of the standard provision price(1) more than 4 up to 8 calendar days >in case of a delay of 100 % of the standard provision price(1) more than 8 calendar days - --------------------------------------------------------------------------------------------------------------------
- ---------- (1) standard price for the permission to use = price for the permission to use for one ICAs "customer sited" within the standard catchment area with a length of 15 km (intra-building section, inter-building section (consisting exclusively of one connection line) and permission to use one ZZK7, see 1.1.2 current nos. 2.1, 2.2, 2.3) Page 19 Interconnection Contract with FirstMark Confidential 1.3.5 Cancellation fees according to ANNEX B - ORDER/PROVISION 1.3.5.1 In case of a cancellation before a binding provision date has been agreed FirstMark shall pay a flat rate amounting to DM 800.01 (EUR 409.04) provided that no conditions for a cancellation free of charge prevail. 1.3.5.2 In correspondence with the provision periods listed in ANNEX B - ORDER/PROVISION the following cancellation fees shall apply: case A): provision period of 12 months In case of a cancellation of the order within the period of 12 months before the binding provision date FirstMark shall pay for the cancelled ICAs "Customer sited with double support" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 360 - 240 10 % 5 % - -------------------------------------------------------------------------------- B 239 - 120 25 % 12.5 % - -------------------------------------------------------------------------------- C 119 - 60 50 % 25 % - -------------------------------------------------------------------------------- D 59 - 0 80 % 40 % - -------------------------------------------------------------------------------- Case B): provision period of 6 months In case of a cancellation of the order within the period of 6 months before the binding provision date FirstMark shall pay for the cancelled ICAs "Customer sited with double support" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 180 - 120 10 % 5 % - -------------------------------------------------------------------------------- B 119 - 90 25 % 12.5 % - -------------------------------------------------------------------------------- C 89 - 30 50 % 25 % - -------------------------------------------------------------------------------- D 29 - 0 80 % 40 % - -------------------------------------------------------------------------------- Page 20 Interconnection Contract with FirstMark Confidential Case C): provision period of 3 months In case of a cancellation of the order within the period of 3 months before the binding provision date FirstMark shall pay for the cancelled ICAs "Customer sited with double support" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 90 - 60 10 % 5 % - -------------------------------------------------------------------------------- B 59 - 450 25 % 10 % - -------------------------------------------------------------------------------- C 44 - 15 50 % 20 % - -------------------------------------------------------------------------------- D 14 - 0 80 % 30 % - -------------------------------------------------------------------------------- 1.3.5.3 In case an ICAs "Customer sited with double support" is cancelled due to circumstances for which Telekom is responsible, e.g. because Telekom altered agreed plans no cancellation fee shall be charged. 1.3.6 For the inter-building-section shall apply the discount on the price for the rental period and the discount on turnover price for CFV 2MS. Page 21 Interconnection Contract with FirstMark Confidential 1.4 INTERCONNECTION JUNCTIONS "CUSTOMER SITED WITH DOUBLE SUPPORT AND TWO-WAY ROUTING" 1.4.1 Price structure 1.4.1.1 For being provided with and being granted permission to use an ICAs "customer sited with double support and two-way routing" FirstMark shall pay per connection a non-recurrent price for provision and an annual price for the permission to use according to item 1.4.2. The price for provision shall be paid in advance. 1.4.1.2 For the permission to use the central signalling channels (ZZK7) shall be paid a separate price for permission to use per ZZK7 according to item 1.4.2. 1.4.1.3 At the end of each calendar year Telekom shall refund to FirstMark part of the price for provision (intra building section, inter building section) and of the price for permission to use (intra building section, inter building section and permission to use a ZZK7) corresponding to the ratio of the generated minutes to be paid by the contracting parties at this location of interconnection. A refunding for the inter building section by Telekom shall be acceptable only up to a length of 20 km maximum. 1.4.1.4 For the inter-building-section shall apply the current prices for permanent carrier connections 2MS (CFV 2MS) by factor 1.15. 1.4.1.5 In case the implementation of the second way requires the installation of a supplementary unit Telekom shall charge FirstMark for the additional costs incurred by the building of the supplementary unit according to item 1.4.2. 1.4.1.6 In case FirstMark requests a special execution of the ICAs "customer sited with double support and two-way routing" that deviates from the standard execution Telekom shall charge the additional costs separately according to item 1.4.3. 1.4.1.7 FirstMark shall be charged the costs for re-positioning, exchanging or altering the interconnection facility and for laying the terminal line as requested by FirstMark shall be charged according to item 1.4.3. 1.4.1.8 Standard debugging shall be paid with the price for provision to be paid for the ICAs "customer sited with double support and two-way routing". For express debugging shall be charged an annual amount according to item 1.4.3 per connection. 1.4.1.9 FirstMark shall be charged the costs for measures in the telephone network of Telekom which may be required for implementing the first interconnection and/or altering the interconnection according to items 1.4.2 and 1.4.3. Page 22 Interconnection Contract with FirstMark Confidential 1.4.1.10 In case Telekom finds that it is not responsible for the malfunction that was reported by FirstMark Telekom shall charge FirstMark for the relevant costs according to item 1.4.3. 1.4.1.11 In case Telekom does not keep the deadline for supplying the facilities or does not supply the facilities within the agreed period Telekom shall pay a penalty according to item 1.4.4 except in case FirstMark is responsible for the delay. 1.41.12 The prices which are based upon expenses shall be calculated on the basis of the price list "Other services of the AGB (Standard form contract conditions) of the Telekom". 1.4.1.13 Cancellation fees shall be charged according to item 1.4.5. Page 23 Interconnection Contract with FirstMark Confidential 1.4.2 Price list
- ----------------------------------------------------------------------------------------------------------------------- CURRENT SERVICE PRICE NO. DM (EUR) WITHOUT VAT - ----------------------------------------------------------------------------------------------------------------------- 1 PROVISION 1.1 installation of the intra building section, per ICAs 320.00 (163.61) 1.2 implementation of the first interconnection 1.2.1 installing the routing definition for TNB-identification with 114.00 (58.29)/concerned VE simultaneous installation of the VNB- and TNB-identification 95.00 (48.57)/ concerned VE 1.2.2 installing the routing definition for the VNB-identification 114.00 (58.29)/concerned VE for the concerned catchment areas 1.2.3 installing special announcements 95.00 (48.57)/concerned VE 1.2.4 installing the routing definition for the value added service 114.00 (58.29)/Concerned VE of FirstMark (e.g. Telekom-O.5, etc.) 1.2.5 installing traffic registration 210.00 (107.37)/network interworking 1.3 installing the inter building section, per ICAs provision price f. CFV2 MS 2 PERMISSION TO USE 2.1 intra building section, annually, per ICAs 1,550.00 (792.50) 2.2 inter building section, annually, per ICAs 1.15 x price for permission to use f. CFV 2.2.1 additional costs for supplementar unit 2MS based upon expenses 2.3 permission to use one ZZK7, annually 508.00 (259.74) - -----------------------------------------------------------------------------------------------------------------------
Page 24 Interconnection Contract with FirstMark Confidential 1.4.3 Additional prices
- -------------------------------------------------------------------------------------------------------------------- CURRENT ITEM PRICE NO. DM (EUR) WITHOUT VAT - -------------------------------------------------------------------------------------------------------------------- 1 SPECIAL EXECUTION additional costs in comparison to standard installation based upon expenses 2 RE-POSITIONING, EXCHANGING OR ALTERING THE INTERCONNECTION FACILITY AND LAYING THE TERMINATION LINE price for travelling and work services which are provided for based upon expenses re-positioning, exchanging and/or altering the termination equipment of the inter-building-section, per ICAs 3 MEASURES IN THE TELEPHONE NETWORK OF THE TELEKOM 3.1 alteration of the interconnection 3.1.1 alteration of the interconnection at existing locations of interconnection 3.1.1.1 alteration of the routing definition by altering the EZB 114.00 (58.29)/concerned VE (catchment areas) 3.1.1.2 altering the bunch splitting 95.00 (48.57)/ICAs 3.1.1.3 isolation/cancelling additional interconnection services at 95.00 (48.57)/network interworking the network interworking (Telekom-B.1, O.1, O.2, O.3, O.4, etc.) 3.1.1.4 establishing/cancelling the routing definition for the value 114.00 (58.29)/concerned VE added service of FirstMark (e.g. Telekom-O.5, etc.) 3.1.1.5 establishing of new/cancelling of the routing definition for 114.00 (58.29)/concerned VE the TNB with simultaneous establishing of the VNB- and 95.00 (48.57)/concerned VE TNB-identification 3.1.1.6 establishing of new/cancelling of the routing definition for 114.00 (58.29)/concerned VE the VNB 3.1.2 Extending the interconnection by further locations of interconnection 3.1.2.1 establishing the routing definition for the 114.00 (58.29)/concerned VE TNB-identification with simultaneous establishment of the VNB- and TNB-identification for the concerned catchment areas 95.00 (48.57)/concerned VE 3.1.2.2 establishing the routing definition for the VNB-identification 114.00 (58.29)/concerned VE 3.1.2.3 establishing special announcements 95.00 (48.57)/concerned VE 3.1.2.4 establishing the routing definition for the value added 114.00 (58.29)/concerned VE service of FirstMark (e.g. Telekom-O.5 etc.) 3.1.2.5 establishing traffic registration 210.00 (107.37)/network interworking 4 EXPRESS DEBUGGING, annually per ICAs 2,330.00 (1,191.31) 5 DEBUGGING in case Telekom was not responsible for fault, according to expenses per action - --------------------------------------------------------------------------------------------------------------------
Page 25 Interconnection Contract with FirstMark Confidential 1.4.4 Penalties
- -------------------------------------------------------------------------------------------------------------------- CURRENT ITEM AMOUNT NO. - -------------------------------------------------------------------------------------------------------------------- 1 NON-FULFILMENT OF A PROMISED DEADLINE OR AN AGREED PERIOD FOR PROVISION, per ICAsS >in case of a delay of 6 up to 10 calendar days 10 % of the standard provision price(1) >in case of a delay of 25 % of the standard provision price(1) more than 10 up to 15 calendar days >in case of a delay of 50 % of the standard provision price(1) more than 15 up to 20 calendar days >in case of a delay of 100 % of the standard provision price(1) more than 20 calendar days 2 EXCEEDING A PROMISED DEBUGGING DEADLINE, 2.1 standard debugging, per malfunction > in case of a delay of up to 2 calendar days 10 % of the standard provision price(1) >in case of a delay of 25 % of the standard provision price(1) more than 2 up to 4 calendar days >in case of a delay of 50 % of the standard provision price(1) more than 4 up to 8 calendar days >in case of a delay of 100 % of the standard provision price(1) more than 8 calendar days 2.2 Express service, per malfunction > in case of a delay of up to 2 hours 30 % of the price for express service > in case of a delay of more than 2 up to 4 hours 50 % of the price for express service > in case of a delay of more than 4 up to 8 hours 75 % of the price for express service > in case of a delay of more than 8 hours 100 % of the price for express service - --------------------------------------------------------------------------------------------------------------------
- ---------- (1) standard price for the permission to use = price for the permission to use for one ICAs "customer sited" within the standard catchment area with a length of 15 km (intra-building section, inter-building section (consisting exclusively of one connection line) and permission to use one ZZK7, see 1.1.2 current nos. 2.1, 2.2, 2.3) Page 26 Interconnection Contract with FirstMark Confidential 1.4.5 Cancellation fees according to ANNEX B - ORDER/PROVISION 1.4.5.1 In case of a cancellation before a binding provision date has been agreed FirstMark shall pay a flat rate amounting to DM 800.01 (EUR 409.04) provided that no conditions for a cancellation free of charge prevail. 1.4.5.2 In correspondence with the provision periods listed in ANNEX B - ORDER/PROVISION the following cancellation fees shall apply: case A): provision period of 12 months In case of a cancellation of the order within the period of 12 months before the binding provision date FirstMark shall pay for the cancelled ICAs "Customer sited with double support and two-way-routing" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 360 - 240 10 % 5 % - -------------------------------------------------------------------------------- B 239 - 120 25 % 12.5 % - -------------------------------------------------------------------------------- C 119 - 60 50 % 25 % - -------------------------------------------------------------------------------- D 59 - 0 80 % 40 % - -------------------------------------------------------------------------------- Case B): provision period of 6 months In case of a cancellation of the order within the period of 6 months before the binding provision date FirstMark shall pay for the cancelled ICAs "Customer sited with double support and and two-way routing" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 180 - 120 10 % 5 % - -------------------------------------------------------------------------------- B 119 - 90 25 % 12.5 % - -------------------------------------------------------------------------------- C 89 - 30 50 % 25 % - -------------------------------------------------------------------------------- D 29 - 0 80 % 40 % - -------------------------------------------------------------------------------- Page 27 Interconnection Contract with FirstMark Confidential Case C): provision period of 3 months In case of a cancellation of the order within the period of 3 months before the binding provision date FirstMark shall pay for the cancelled ICAs "Customer sited with double support and two-way-routing" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 90 - 60 10 % 5 % - -------------------------------------------------------------------------------- B 59 - 450 25 % 10 % - -------------------------------------------------------------------------------- C 44 - 15 50 % 20 % - -------------------------------------------------------------------------------- D 14 - 0 80 % 30 % - -------------------------------------------------------------------------------- 1.4.5.3 In case an ICAs "Customer sited with double support and two-way-routing" is cancelled due to circumstances for which Telekom is responsible, e.g. because Telekom altered agreed plans no cancellation fee shall be charged. 1.4.6 For the inter-building-section shall apply the discount on the price for the rental period and the discount on turnover price for CFV 2MS. Page 28 Interconnection Contract with FirstMark Confidential 1.5 INTERCONNECTION JUNCTIONS "PHYSICAL CO-LOCATION" 1.5.1 Price structure 1.5.1.1 With respect to the provision of an ICAs "physical co-location" a difference is made between the first order and a follow-up order. In case of a first order FirstMark shall pay a provision price for a standard collocation room and a provision price for one or more ICAs "physical co-location" - intra-building section according to item 1.5.2. Further FirstMark shall pay a provision price for the infrastructure for physical collocation at the location of the collocation according to items 1.5.1.15 and 1.5.1.16. In case of a follow-up order of ICAs "physical co-location" FirstMark shall be charged only the corresponding provision price for a follow-up order for the intra-building section per ICAs. 1.5.1.2 FirstMark shall pay for the permission to use one or more ICAs executed as "physical co-location" in advance an annual price for permission to use according to item 1.5.2. For the permission to use a standard collocation room an annual price related to the location (incl. ancillary costs) according to item 1.7 price sheet "Collocation room" shall be paid in advance. 1.5.1.3 For the permission to use the central signalling channels (ZZK7) a price for permission to use according to item 1.5.2 shall be paid. 1.5.1.4 After the end of the year Telekom shall refund FirstMark a share of the price for the permission to use (intra-building section and permission to use one ZZK7) that corresponds to the ratio of the generated minutes to be paid by the contracting partners for the refunding year. This regulation shall also apply for the inter-building-section that has been implemented by FirstMark provided that FirstMark provides the required price information, however, only up to the level of the prices charged by the Telekom for the respective inter-building-section. Telekom shall refund any payments for the inter-building-section only for a length of up to 20 km. 1.5.1.5 In case FirstMark requires a special construction for the collocation room that is different from the standard collocation room Telekom shall charge the additional expenses caused by the special construction separately according to item 1.5.3. 1.5.1.6 In case FirstMark requests any later changes to be carried out at the collocation room FirstMark shall be charged according to the expenses. 1.5.1.7 The standard debugging shall be included in the price for the permission to use the ICAs "physical co-location". Page 29 Interconnection Contract with FirstMark Confidential 1.5.1.8 The prices for debugging the last part of the inter-building-section from the entry into the house (manhole of the Telekom) up to the collocation room of FirstMark shall be charged according to the related expenses. 1.5.1.9 The prices for the entry into the house and for laying the cable of FirstMark inside the building of the Telekom shall be charged according to the related expenses. 1.5.1.10 FirstMark shall be charged according to items 1.5.2 and 1.5.3 for the costs resulting from measures to be carried out in the telephone network of the Telekom that are required for implementing the first interconnection and/or alteration of the interconnection. 1.5.1.11 In case Telekom does not keep promised deadlines or periods of provision Telekom shall pay penalties according to item 1.5.4 except in case the delay has been caused by FirstMark. 1.5.1.12 In case Telekom finds that it is not responsible for a malfunction that has been reported by FirstMark Telekom shall charge FirstMark for the related expenses according to item 1.5.3. 1.5.1.13 The prices shall be charged on the basis of the expenses according to the price list Other Services of the AGB of Telekom. 1.5.1.14 Cancellation fees shall be charged according to item 1.5.5. 1.5.1.15 Telekom shall charge the interconnection partner for whom Telekom installs the first standard collocation room at a collocation site initially the entire costs for the expenses incurred by Telekom for providing the infrastructure for physical collocation at this collocation site according to item 1.5.2 (no. 1.1.1). These charges shall be due 6 months after the collocation room was provided. In case several interconnection partners participate in the collocation room Telekom shall charge each of them a share of the costs for providing the infrastructure for physical. 1.5.1.16 In case the implementation of the physical collocation requires the installation or alteration of the emergency power supply unit the interconnection partner for whom Telekom establishes the first standard collocation room at that collocation site shall be charged initially the entire costs for the alteration or respectively installation. In case several interconnection partners participate in the collocation room Telekom shall charge them for the costs for providing the infrastructure for physical collocation according to the same sharing mode (s. item 1.5.1.17). The length of the consideration period shall be 60 months. Page 30 Interconnection Contract with FirstMark Confidential 1.5.1.17 In case further standard collocation rooms are installed at the same collocation site for other interconnection partners within a period of 60 months these shall participate in sharing the expenses of Telekom for providing the infrastructure for physical collocation at that collocation site. Telekom shall in this case refund the share that has been paid too much by the interconnection partner concerned according to the following schedule: - -------------------------------------------------------------------------------- IC-PARTNER PRICE FOR PROVIDING THE REFUNDING TO IC-PARTNER INFRASTRUCTURE FOR PHYSICAL COLLOCATION - -------------------------------------------------------------------------------- 1. 100 % - 2. 50 % 50 % 3. 33 1/3 % 16 2/3 % 4. 25 % 8 1/3 % 5. 20 % 5 % 6. 16 2/3 % 3 1/3 % 7. 14 2/7 % 2 8/21 % 8. 121/2% 1 11/14 % 9. 11 1/9 % 1 7/18 % 10. 10 % 1 1/9 % - -------------------------------------------------------------------------------- Page 31 Interconnection Contract with FirstMark Confidential 1.5.2 Price list
- --------------------------------------------------------------------------------------------------------------------------- CURRENT SERVICE PRICE NO. DM (EUR) WITHOUT VAT - --------------------------------------------------------------------------------------------------------------------------- 1 PROVISION 1.1 first order 1.1.1 expenses for providing the infrastructure for physical 80,000.00 (40,903.35)(1) collocation, per site 1.1.2 providing a standard collocation room, per room 8,500.00 (4,345.98) 1.1.3 installation of the intra-building section, per ICAs 320.00 (163.61) 1.1.4 implementation of the first interconnection 1.1.4.1 installing the routing definition for the TNB-identification 114.00 (58.29)/concerned VE with simultaneous installation of the VNB- and TNB-identification 95.00 (48.57)/concerned VE 1.1.4.2 installing the routing definition for the VNB-identification for 114.00 (58.29)/concerned VE the concerned catchment areas 1.1.4.3 installing special announcements 95.00 (48.57)/concerned VE 1.1.4.4 installing the routing definition for the value added service of 114.00 (58.29)/concerned VE FirstMark (e.g. Telekom-O.5 etc.) 1.1.4.5 installing traffic registration 210.00 (107.37)/network interworking 1.2 follow-up order 320.00 (163.61) providing one intra-building section, single, per ICAs 1.3 installing or altering a emergency power supply unit 60 V (GEV) according to expenses 2 PERMISSION TO USE 2.1 permission to use a standard collocation room, (cold rent s. price sheet "collocation room" without GEV / RLT (ventilation and air-conditioning plant), annually 978.00 (500.04) plus permission to use GEV, annually plus permission to use ventilation/air-conditioning, per kW 2,196.01 (1,122.80) cooling power but at least for 1 kW, annually 2.2 permission to use an intra-building section, annually, per ICAs 1,550.00 (792.50) 2.3 permission to use one ZZK7, annually 508.00 (259.74) - ---------------------------------------------------------------------------------------------------------------------------
- ---------- (1) The payment of this price is to be shared by all IC-partners according to items 1.5.1.16 and 1.5.1.17. Page 32 Interconnection Contract with FirstMark Confidential 1.5.3 Additional prices
- -------------------------------------------------------------------------------------------------------------------------- CURRENT NO. SERVICE PRICE DM (EUR) WITHOUT VAT - -------------------------------------------------------------------------------------------------------------------------- 1 SPECIAL CONSTRUCTION additional costs in comparison to (different from standard collocation room) standard installation based upon expenses 2 LATER ALTERATION OF COLLOCATION ROOM based upon expenses 3 MEASURES IN THE TELEPHONE NETWORK OF THE TELEKOM 3.1 alteration of the interconnection 3.1.1 alteration of the interconnection at existing locations of interconnection 3.1.1.1 alteration of the routing definition by altering the EZB 114.00 (58.29)/concerned VE (catchment areas) 3.1.1.2 altering the bunch splitting 95.00 (48.57)/ICAs 3.1.1.3 isolation/cancelling additional interconnection services at the 95.00 (48.57)/network interworking network interworking (Telekom-B.1, O.1, O.2, O.3, O.4, etc.) 3.1.1.4 establishing/cancelling the routing definition for the value 114.00 (58.29)/concerned VE added service of FirstMark (e.g. Telekom-O.5, etc.) 3.1.1.5 establishing new/cancelling the routing definition for the TNB 114.00 (58.29)/concerned VE with simultaneous establishing of the VNB- and 95.00 (48.57)/concerned VE TNB-identification 3.1.1.6 establishing of new/cancelling of routing definition for the VNB 114.00 (58.29)/concerned VE 3.1.2 Extending the interconnection by further locations of interconnection 3.1.2.1 establishing the routing definition for the TNB-identification 114.00 (58.29)/concerned VE with simultaneous establishment of the VNB- and TNB-identification for the concerned catchment areas 95.00 (48.57)/concerned VE 3.1.2.2 establishing the routing definition for the VNB-identification 114.00 (58.29)/concerned VE 3.1.2.3 establishing special announcements 95.00 (48.57)/concerned VE 3.1.2.4 establishing the routing definition for the value added service 114.00 (58.29)/concerned VE of FirstMark (e.g. Telekom-O.5 etc.) 3.1.2.5 establishing traffic registration 210.00 (107.37)/network interworking 4 DEBUGGING with malfunction outside the sphere of responsibility based on expenses of Telekom, per action 5 DEBUGGING AT THE TRANSMISSION PATH OF FIRSTMARK within the based on expenses building of Telekom 6 HOUSE ENTRY AND LAYING THE CABLE OF FIRSTMARK within the based on expenses building of Telekom - -------------------------------------------------------------------------------------------------------------------------
Page 33 Interconnection Contract with FirstMark Confidential 1.5.4. Penalties
- ----------------------------------------------------------------------------------------------------------------------- CURRENT NO. ITEM AMOUNT - ----------------------------------------------------------------------------------------------------------------------- 1 NON-FULFILMENT OF A PROMISED DEADLINE OR AN AGREED PERIOD FOR PROVISION per intra-building section >in case of a delay of 6 up to 10 calendar days 10 % of the standard provision price(1) >in case of a delay of 25 % of the standard provision price(1) more than 10 up to 15 calendar days >in case of a delay of 50 % of the standard provision price(1) more than 15 up to 20 calendar days >in case of a delay of 100 % of the standard provision price(1) more than 20 calendar days 2 EXCEEDING A PROMISED DEBUGGING DEADLINE per action > in case of a delay of up to 2 calendar days 10 % of the standard provision price(1) >in case of a delay of 25 % of the standard provision price(1) more than 2 up to 4 calendar days >in case of a delay of 50 % of the standard provision price(1) more than 4 up to 8 calendar days >in case of a delay of 100 % of the standard provision price(1) more than 8 calendar days - -----------------------------------------------------------------------------------------------------------------------
- ---------- (1) standard provision price = provision price for an ICAs "customer sited" within the standard catchment area with a length of 15 km (intra-building section, inter-building section (consisting exclusively of one connection line) and permission to use one ZZK7, see 1.1.2 current nos. 2.1, 2.2, 2.3) Page 34 Interconnection Contract with FirstMark Confidential 1.5.5 Cancellation fees according to ANNEX B - ORDER/PROVISION 1.5.5.1 In case of a cancellation before a binding provision date has been agreed FirstMark shall pay a flat rate amounting to DM 800.01 (EUR 409.04) provided that no conditions for a cancellation free of charge prevail. 1.5.5.2 In case of a cancellation of a first order within a period of 12 months (case A) or respectively within a period of 6 months (case B) before the binding date of provision (end of the calendar week) FirstMark shall pay the entire price for provision and permission to use for the standard collocation room as well as the corresponding share of the price for provision and permission to use for the intra-building section according to item 1.5.5.3 cases A and B. The price for provision and permission to use for the standard collocation room shall not be charged in case Telekom is able to provide the standard collocation room for another interconnection partner on the basis of a new order. 1.5.5.3 In correspondence with the provision periods listed in ANNEX B - ORDER/PROVISION the following cancellation fees apply: case A): provision period of 12 months In case of a cancellation of the order within the period of 12 months before the binding provision date FirstMark shall pay for the cancelled ICAs "physical co-location" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 360 - 240 10 % 5 % - -------------------------------------------------------------------------------- B 239 - 120 25 % 12.5 % - -------------------------------------------------------------------------------- C 119 - 60 50 % 25 % - -------------------------------------------------------------------------------- D 59 - 0 80 % 40 % - -------------------------------------------------------------------------------- Page 35 Interconnection Contract with FirstMark Confidential Case B): provision period of 6 months In case of a cancellation of the order within the period of 6 months before the binding provision date FirstMark shall pay for the cancelled ICAs "physical co-location" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 180 - 120 10 % 5 % - -------------------------------------------------------------------------------- B 119 - 90 25 % 12.5 % - -------------------------------------------------------------------------------- C 89 - 30 50 % 25 % - -------------------------------------------------------------------------------- D 29 - 0 80 % 40 % - -------------------------------------------------------------------------------- Case C): provision period of 3 months In case of a cancellation of the order within the period of 3 months before the binding provision date FirstMark shall pay for the cancelled ICAs "physical co-location" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 90 - 60 10 % 5 % - -------------------------------------------------------------------------------- B 59 - 450 25 % 10 % - -------------------------------------------------------------------------------- C 44 - 15 50 % 20 % - -------------------------------------------------------------------------------- D 14 - 0 80 % 30 % - -------------------------------------------------------------------------------- 1.5.5.4 In case an ICAs "physical co-location" is cancelled due to circumstances for which Telekom is responsible, e.g. because Telekom altered agreed plans no cancellation fee shall be charged. Page 36 Interconnection Contract with FirstMark Confidential 1.6 INTERCONNECTION JUNCTIONS "PHYSICAL CO-LOCATION WITH DOUBLE SUPPORT" 1.6.1 Price structure 1.6.1.1 In case of a provision of an ICAs "physical co-location with double support" a difference is made between a first order and a follow-up order. In case of a first order FirstMark shall pay the price for the provision of one (or two) standard collocation rooms and a price for the provision of one or more ICAs "physical co-location with double support" - intra-building section according to item 1.6.2. Further, FirstMark shall pay a price for the provision of the infrastructure for physical collocation at the collocation site according to items 1.6.1.15 and 1.6.1.16. In case of a follow-up order of ICAs "physical co-location with double support" FirstMark shall be charged only the corresponding provision price for a follow-up order for the intra-building section per ICAs. 1.6.1.2 For the permission to use one or more ICAs "physical co-location with double support" FirstMark shall pay annually in advance a price for provision according to item 1.6.2. For the permission to use one (or two) standard collocation rooms shall be paid in advance an annual price (including ancillary costs) depending upon the location according to item 1.7 price sheet "collocation room". 1.6.1.3 For the permission to use the central signalling channels (ZZK7) a price for permission to use according to item 1.6.2 shall be paid. 1.6.1.4 After the end of the year Telekom shall refund FirstMark a share of the price for the permission to use (intra-building section and permission to use one ZZK7) that corresponds to the ratio of the generated minutes to be paid by the contracting partners for the refunding year. This regulation shall also apply for the inter-building-section that has been implemented by FirstMark provided that FirstMark provides the required price information, however, only up to the level of the prices charged by the Telekom for the respective inter-building-section. Telekom shall refund any payments for the inter-building-section only for a length of up to 20 km. 1.6.1.5 In case FirstMark requires a special construction for the collocation room that is different from the standard collocation room Telekom shall charge the additional expenses caused by the special construction separately according to item 1.6.3. 1.6.1.6 In case FirstMark requests any later changes to be carried out at the collocation room FirstMark shall be charged according to the expenses. Page 37 Interconnection Contract with FirstMark Confidential 1.6.1.7 The standard debugging shall be included in the price for the permission to use the ICAs "physical co-location with double support". 1.6.1.8 The prices for debugging the last part of the inter-building-section from the entry into the house (manhole of the Telekom) up to the collocation room of FirstMark shall be charged according to the related expenses. 1.6.1.9 The prices for the entry into the house and for laying the cable of FirstMark inside the building of the Telekom shall be charged according to the related expenses. 1.6.1.10 FirstMark shall be charged according to items 1.6.2 and 1.6.3 for the costs resulting from measures to be carried out in the telephone network of the Telekom that are required for implementing the first interconnection and/or alteration of the interconnection. 1.6.1.11 In case Telekom does not keep promised deadlines or periods of provision Telekom shall pay penalties according to item 1.6.4 except in case the delay has been caused by FirstMark. 1.6.1.12 In case Telekom finds that it is not responsible for a malfunction that has been reported by FirstMark Telekom shall charge FirstMark for the related expenses according to item 1.6.3. 1.6.1.13 The prices shall be charged on the basis of the expenses according to the price list Other Services of the AGB of Telekom. 1.6.1.14 Cancellation fees shall be charged according to item 1.6.5. 1.6.1.15 Telekom shall charge the interconnection partner for whom Telekom installs the first standard collocation room at a collocation site initially the entire costs for the expenses incurred by Telekom for providing the infrastructure for physical collocation at this collocation site according to item 1.6.2 (no. 1.1.1). These charges shall be due 6 months after the collocation room was provided. In case several interconnection partners participate in the collocation room Telekom shall charge each of them a share of the costs for providing the infrastructure for physical. 1.6.1.16 In case the implementation of the physical collocation requires the installation or alteration of the emergency power supply unit the interconnection partner for whom Telekom establishes the first standard collocation room at that collocation site shall be charged initially the entire costs for the alteration or respectively installation. In case several interconnection partners participate in the collocation room Telekom shall charge them for the costs for providing the infrastructure for physical collocation according to the same sharing mode (s. item 1.6.1.17). The length of the consideration period shall be 60 months. Page 38 Interconnection Contract with FirstMark Confidential 1.6.1.17 In case further standard collocation rooms are installed at the same collocation site for other interconnection partners within a period of 60 months these shall participate in sharing the expenses of Telekom for providing the infrastructure for physical collocation at that collocation site. Telekom shall in this case refund the share that has been paid too much by the interconnection partner concerned according to the following schedule:
- ------------------------------------------------------------------------------------------------ IC-PARTNER PRICE FOR PROVIDING THE REFUNDING TO IC-PARTNER INFRASTRUCTURE FOR PHYSICAL COLLOCATION - ------------------------------------------------------------------------------------------------ 1. 100 % - 2. 50 % 50 % 3. 33 1/3 % 16 2/3 % 4. 25 % 8 1/3 % 5. 20 % 5 % 6. 16 2/3 % 3 1/3 % 7. 14 2/7 % 2 8/21 % 8. 121/2% 1 11/14 % 9. 11 1/9 % 1 7/18 % 10. 10 % 1 1/9 % - -------------------------------------------------------------------------------------------------
Page 39 Interconnection Contract with FirstMark Confidential 1.6.2 Price list
- --------------------------------------------------------------------------------------------------------------------------- CURRENT SERVICE PRICE NO. DM (EUR) WITHOUT VAT - --------------------------------------------------------------------------------------------------------------------------- 1 PROVISION 1.1 first order 1.1.1 expenses for providing the infrastructure for physical 80,000.00 (40,903.35)(1) collocation, per site 1.1.2 providing a standard collocation room, per room 8,500.00 (4,345.98) 1.1.3 installation of the intra-building section, per ICAs 320.00 (163.61) 1.1.4 implementation of the first interconnection 1.1.4.1 installing the routing definition for the TNB-identification 114.00 (58.29)/concerned VE with simultaneous installation of the VNB- and TNB-identification 95.00 (48.57)/concerned VE 1.1.4.2 installing the routing definition for the VNB-identification for 114.00 (58.29)/concerned VE the concerned catchment areas 1.1.4.3 installing special announcements 95.00 (48.57)/concerned VE 1.1.4.4 installing the routing definition for the value added service of 114.00 (58.29)/concerned VE FirstMark (e.g. Telekom-O.5 etc.) 1.1.4.5 installing traffic registration 210.00 (107.37)/network interworking 1.2 follow-up order 320.00 (163.61) providing one intra-building section, single, per ICAs 1.3 installing or altering a emergency power supply unit 60 V (GEV) according to expenses 2 PERMISSION TO USE 2.1 permission to use a standard collocation room, (cold rent s. price sheet "collocation room" without GEV / RLT (ventilation and air-conditioning plant), annually 978.00 (500.04) plus permission to use GEV, annually plus permission to use ventilation/air-conditioning, per kW 2,196.01 (1,122.80) cooling power but at least for 1 kW, annually 2.2 permission to use an intra-building section, annually, per ICAs 1,550.00 (792.50) 2.3 permission to use one ZZK7, annually 508.00 (259.74) - ---------------------------------------------------------------------------------------------------------------------------
- ---------- (1) The payment of this price is to be shared by all IC-partners according to items 1.6.1.16 and 1.6.1.17. Page 40 Interconnection Contract with FirstMark Confidential 1.6.3 Additional prices
- -------------------------------------------------------------------------------------------------------------------------- CURRENT NO. SERVICE PRICE DM (EUR) WITHOUT VAT - -------------------------------------------------------------------------------------------------------------------------- 1 SPECIAL CONSTRUCTION additional costs in comparison to (different from standard collocation room) standard installation based upon expenses 2 LATER ALTERATION OF COLLOCATION ROOM based upon expenses 3 MEASURES IN THE TELEPHONE NETWORK OF THE TELEKOM 3.1 alteration of the interconnection 3.1.1 alteration of the interconnection at existing locations of interconnection 3.1.1.1 alteration of the routing definition by altering the EZB 114.00 (58.29)/concerned VE (catchment areas) 3.1.1.2 altering the bunch splitting 95.00 (48.57)/ICAs 3.1.1.3 isolation/cancelling additional interconnection services at the 95.00 (48.57)/network interworking network interworking (Telekom-B.1, O.1, O.2, O.3, O.4, etc.) 3.1.1.4 establishing/cancelling the routing definition for the value 114.00 (58.29)/concerned VE added service of FirstMark (e.g. Telekom-O.5, etc.) 3.1.1.5 establishing new/cancelling the routing definition for the TNB 114.00 (58.29)/concerned VE with simultaneous establishing of the VNB- and 95.00 (48.57)/concerned VE TNB-identification 3.1.1.6 establishing of new/cancelling of routing definition for the VNB 114.00 (58.29)/concerned VE 3.1.2 Extending the interconnection by further locations of interconnection 3.1.2.1 establishing the routing definition for the TNB-identification 114.00 (58.29)/concerned VE with simultaneous establishment of the VNB- and TNB-identification for the concerned catchment areas 95.00 (48.57)/concerned VE 3.1.2.2 establishing the routing definition for the VNB-identification 114.00 (58.29)/concerned VE 3.1.2.3 establishing special announcements 95.00 (48.57)/concerned VE 3.1.2.4 establishing the routing definition for the value added service 114.00 (58.29)/concerned VE of FirstMark (e.g. Telekom-O.5 etc.) 3.1.2.5 establishing traffic registration 210.00 (107.37)/network interworking 4 DEBUGGING with malfunction outside the sphere of responsibility based on expenses of Telekom, per action 5 DEBUGGING AT THE TRANSMISSION PATH OF FIRSTMARK within the based on expenses building of Telekom 6 HOUSE ENTRY AND LAYING THE CABLE OF FIRSTMARK within the based on expenses building of Telekom - -------------------------------------------------------------------------------------------------------------------------
Page 41 Interconnection Contract with FirstMark Confidential 1.6.4. Penalties
- ----------------------------------------------------------------------------------------------------------------------- CURRENT NO. ITEM AMOUNT - ----------------------------------------------------------------------------------------------------------------------- 1 NON-FULFILMENT OF A PROMISED DEADLINE OR AN AGREED PERIOD FOR PROVISION per intra-building section >in case of a delay of 6 up to 10 calendar days 10 % of the standard provision price(1) >in case of a delay of 25 % of the standard provision price(1) more than 10 up to 15 calendar days >in case of a delay of 50 % of the standard provision price(1) more than 15 up to 20 calendar days >in case of a delay of 100 % of the standard provision price(1) more than 20 calendar days 2 EXCEEDING A PROMISED DEBUGGING DEADLINE per action > in case of a delay of up to 2 calendar days 10 % of the standard provision price(1) >in case of a delay of 25 % of the standard provision price(1) more than 2 up to 4 calendar days >in case of a delay of 50 % of the standard provision price(1) more than 4 up to 8 calendar days >in case of a delay of 100 % of the standard provision price(1) more than 8 calendar days - -----------------------------------------------------------------------------------------------------------------------
- ---------- (1) standard provision price = provision price for an ICAs "customer sited" within the standard catchment area with a length of 15 km (intra-building section, inter-building section (consisting exclusively of one connection line) and permission to use one ZZK7, see 1.1.2 current nos. 2.1, 2.2, 2.3) Page 42 Interconnection Contract with FirstMark Confidential 1.6.5 Cancellation fees according to ANNEX B - ORDER/PROVISION 1.6.5.1 In case of a cancellation before a binding provision date has been agreed FirstMark shall pay a flat rate amounting to DM 800.01 (EUR 409.04) provided that no conditions for a cancellation free of charge prevail. 1.6.5.2 In case of a cancellation of a first order within a period of 12 months (case A) or respectively within a period of 6 months (case B) before the binding date of provision (end of the calendar week) FirstMark shall pay the entire price for provision and permission to use for the standard collocation room as well as the corresponding share of the price for provision and permission to use for the intra-building section according to item 1.6.5.3 (cancellation within a period of 12 months) or resp. according to item 1.6.5.4 (cancellation within a period of 6 months). The price for provision and permission to use for the standard collocation room shall not be charged in case Telekom is able to provide the standard collocation room for another interconnection partner on the basis of a new order. 1.6.5.3 In correspondence with the provision periods listed in ANNEX B - ORDER/PROVISION the following cancellation fees apply: case A): provision period of 12 months In case of a cancellation of the order within the period of 12 months before the binding provision date FirstMark shall pay for the cancelled ICAs "physical co-location with double support" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 360 - 240 10 % 5 % - -------------------------------------------------------------------------------- B 239 - 120 25 % 12.5 % - -------------------------------------------------------------------------------- C 119 - 60 50 % 25 % - -------------------------------------------------------------------------------- D 59 - 0 80 % 40 % - -------------------------------------------------------------------------------- Page 43 Interconnection Contract with FirstMark Confidential Case B): provision period of 6 months In case of a cancellation of the order within the period of 6 months before the binding provision date FirstMark shall pay for the cancelled ICAs "physical co-location with double support" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 180 - 120 10 % 5 % - -------------------------------------------------------------------------------- B 119 - 90 25 % 12.5 % - -------------------------------------------------------------------------------- C 89 - 30 50 % 25 % - -------------------------------------------------------------------------------- D 29 - 0 80 % 40 % - -------------------------------------------------------------------------------- Case C): provision period of 3 months In case of a cancellation of the order within the period of 3 months before the binding provision date FirstMark shall pay for the cancelled ICAs "physical co-location with double support" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 90 - 60 10 % 5 % - -------------------------------------------------------------------------------- B 59 - 450 25 % 10 % - -------------------------------------------------------------------------------- C 44 - 15 50 % 20 % - -------------------------------------------------------------------------------- D 14 - 0 80 % 30 % - -------------------------------------------------------------------------------- 1.6.5.4 In case an ICAs "physical co-location with double support" is cancelled due to circumstances for which Telekom is responsible, e.g. because Telekom altered agreed plans no cancellation fee shall be charged. Page 44 Interconnection Contract with FirstMark Confidential 1.7 PRICE SHEET "COLLOCATION ROOM" 1.7.1 The prices refer exclusively to the standard collocation room. 1.7.2 Annual rent for the room without rent for the ventilation and air-conditioning as well as emergency power supply unit:
- ------------------------------------------------------------------------------------------------------------------- LOCATION OF ADDRESS AMOUNT/YEAR INTERCONNECTION DM (EUR) - ------------------------------------------------------------------------------------------------------------------- Aachen 52070 Aachen Am Gut Wolf 3+9a 2070.00 (1058.37) - ------------------------------------------------------------------------------------------------------------------- Aalen 73430 Aalen Hopfenstr. 31 4508.00 (2305.00) - ------------------------------------------------------------------------------------------------------------------- Aichach 86551 Aichach Forellenweg 3-7 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Altenburg Thuringia 04600 Altenburg Keplerplatz 5 4698.00 (2402.00) - ------------------------------------------------------------------------------------------------------------------- Amberg / Oberpfalz 92224 Amberg / Oberpfalz Liebengrabenweg 9 / Joh.-Stark-Str. 4469.00 (2285.00) - ------------------------------------------------------------------------------------------------------------------- Ansbach 91522 Ansbach Meinhardwindener Str. 4a 5062.00 (2588.00) - ------------------------------------------------------------------------------------------------------------------- Artern Unstrut 06556 Artern Weinberg 4 4275.00 (2186.00) - ------------------------------------------------------------------------------------------------------------------- Aschaffenburg 63739 Aschaffenburg Hofgartenstr. 16 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Aue Saxony 08280 Aue Zellerberg / Sonnenleithe 4788.00 (2448.00) - ------------------------------------------------------------------------------------------------------------------- Augsburg 86368 Gersthofen-Hirblingen Gablinger Str. 2 1800.00 (920.33) - ------------------------------------------------------------------------------------------------------------------- Backnang 71522 Backnang Bahnhofstr. 12 4835.00 (2472.00) - ------------------------------------------------------------------------------------------------------------------- Bad Hersfeld 36251 Bad Hersfeld Breitenstr. 57 4309.00 (2203.00) - ------------------------------------------------------------------------------------------------------------------- Bad Kissingen 97688 Bad Kissingen Martin-Luther-Str. 6 / Ludwigstr. 4780.00 (1444.00) - ------------------------------------------------------------------------------------------------------------------- Bad Kreuznach 55545 Bad Kreuznach Poststr. 20-28 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Bad Neuenahr-Ahrw. 53474 Bad Neuenahr-Ahrweiler Ravensberger Str. 49 4835.00 (2472.00) - ------------------------------------------------------------------------------------------------------------------- Bad Oeynhausen 32549 Bad Oeynhausen Schwarzer Weg 39 4835.00 (2472.00) - ------------------------------------------------------------------------------------------------------------------- Bad Oldesloe 23843 Bad Oldesloe Hagenstrasse 5-12 4835.00 (2472.00) - ------------------------------------------------------------------------------------------------------------------- Bad Soden / Taunus 65760 Eschborn Alfred-Herrhausen-Allee 7 3558.00 (1819.00) - ------------------------------------------------------------------------------------------------------------------- Bad Wildungen 34537 Bad Wildungen Brunnenallee 26 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Baden-Baden 76532 Baden-Baden Ooser Bahnhofstr. 6 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Bamberg 96050 Bamberg Erlichstr. 47/51 1920.00 (981.68) - ------------------------------------------------------------------------------------------------------------------- Bautzen 02625 Bautzen Schmoler Weg 2c 4446.00 (2273.00) - ------------------------------------------------------------------------------------------------------------------- Bayreuth 95448 Bayreuth Ziegelleite 2-4 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Beilngries 92339 Beilngries An der Bauernwiese 9 5291.00 (2705.00) - ------------------------------------------------------------------------------------------------------------------- Bensheim 64625 Bensheim Fehlheimer Str. 86 3446.00 (1762.00) - ------------------------------------------------------------------------------------------------------------------- Berlin 10367 Berlin Pohlstrasse 40 3120.00 (1595.23) - ------------------------------------------------------------------------------------------------------------------- Berlin 10781 Berlin Winterfeldtstr. 27 3360.00 (1717.94) - ------------------------------------------------------------------------------------------------------------------- Berlin 10367 Berlin Dottistr. 1-4 3120.00 (1595.23) - ------------------------------------------------------------------------------------------------------------------- Bernburg / Saale 06406 Bernburg Eichenweg 1 (Zepziger Weg) 4275.00 (2186.00) - ------------------------------------------------------------------------------------------------------------------- Betzdorf 57518 Betzdorf Hellerstr. 35 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Biberach 88400 Biberach an der Riss Magdalenenstr. 17 4309.00 (2203.00) - ------------------------------------------------------------------------------------------------------------------- Bielefeld 33602 Bielefeld Philipp-Reis-Platz 1 1800.00 (920.33) - ------------------------------------------------------------------------------------------------------------------- Bingen 55411 Bingen am Rhein Am Langenstein 21 5291.00 (2705.00) - ------------------------------------------------------------------------------------------------------------------- Bischofswerda 01877 Bischofswerda Hohe Strasse 2 4446.00 (2273.00) - ------------------------------------------------------------------------------------------------------------------- Bitterfeld 06749 Bitterfeld Mahler-Platz 5003.00 (2558.00) - ------------------------------------------------------------------------------------------------------------------- Boblingen 71034 Boblingen Karlstr. 12 5003.00 (2558.00) - ------------------------------------------------------------------------------------------------------------------- Bochum 44791 Bochum Karl-Lange-Str. 23 1800.00 (920.33) - ------------------------------------------------------------------------------------------------------------------- Bonn 53113 Bonn Bonner Talweg / Reuterstrasse 3300.00 (1687.26) - ------------------------------------------------------------------------------------------------------------------- Borken 46325 Borken / Westphalia Bahnhofstr.8 / Poststr. 6 4532.00 (2317.00) - ------------------------------------------------------------------------------------------------------------------- Bottrop 46238 Bottrop Siemensstr. 40 4880.00 (2495.00) - ------------------------------------------------------------------------------------------------------------------- Brandenburg 14776 Brandenburg Deutsches Dorf 48 4970.00 (2541.00) - ------------------------------------------------------------------------------------------------------------------- Braunschweig 38122 Braunschweig Friedrich-Seele-Str. 7 1680.00 (858.97) - -------------------------------------------------------------------------------------------------------------------
Page 45 Interconnection Contract with FirstMark Confidential
- ------------------------------------------------------------------------------------------------------------------- LOCATION OF ADDRESS AMOUNT/YEAR INTERCONNECTION DM (EUR) - ------------------------------------------------------------------------------------------------------------------- Bremen 28195 Bremen Neuenstr. 76-80 2040.00 (1043.04) - ------------------------------------------------------------------------------------------------------------------- Bremerhaven 27570 Bremerhaven Friedrich-Ebert-Str. 29-33, 29a 5187.00 (2652.00) - ------------------------------------------------------------------------------------------------------------------- Bruchsal 76646 Bruchsal Hildastr. 1 / Viktoriastr. 1 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Buchloe 86807 Buchloe An der Halde 2 + 4 5291.00 (2705.00) - ------------------------------------------------------------------------------------------------------------------- Burg 39288 Burg (Magdeburg) Grabower Landstr. 39 4446.00 (2273.00) - ------------------------------------------------------------------------------------------------------------------- Calw 75365 Calw Breite-Heer-Str. 7, 9, 11 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Celle 29221 Celle Sagemuhlenstr. 6 + 8 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Chemnitz Saxony 09127 Chemnitz Lieselotte-Hermann-Str. 20 2400.00 (1227.00) - ------------------------------------------------------------------------------------------------------------------- Cloppenburg 49661 Cloppenburg Emsteker Str. 2 4469.00 (2285.00) - ------------------------------------------------------------------------------------------------------------------- Coburg 96450 Coburg Virchowstr. 16 1920.00 (981.68) - ------------------------------------------------------------------------------------------------------------------- Cottbus 03050 Cottbus Hanchener Strasse 16 1920.00 (981.68) - ------------------------------------------------------------------------------------------------------------------- Cuxhaven 27474 Cuxhaven Brockeswalder Chaussee 50a-c 4469.00 (2285.00) - ------------------------------------------------------------------------------------------------------------------- Dachau 85221 Dachau Grobmuhlstr. 15 4835.00 (2472.00) - ------------------------------------------------------------------------------------------------------------------- Damme 49401 Damme / Dummer Ruschendorfer Str. 19-21 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Darmstadt 64283 Darmstadt Eschollbrucker Str. 12 2400.00 (1227.10) - ------------------------------------------------------------------------------------------------------------------- Deggendorf 94469 Deggendorf Friedrich-Gauss-Strasse 1 4469.00 (2285.00) - ------------------------------------------------------------------------------------------------------------------- Delmenhorst 27753 Delmenhorst Ludwig-Kaufmann-Str. 32, 34-34A 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Dessau / Anhalt 06844 Dessau / Anhalt Kavalierstrasse 24-28 5187.00 (2652.00) - ------------------------------------------------------------------------------------------------------------------- Detmold 32758 Detmold Braunenbrucher Weg 12-16 4508.00 (2305.00) - ------------------------------------------------------------------------------------------------------------------- Dieburg 64807 Dieburg Max-Planck-Str. / Samuel-Morse-Str. 4835.00 (2472.00) - ------------------------------------------------------------------------------------------------------------------- Dillenburg 35683 Dillenburg Westfalenstrasse 4 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Dippoldiswalde 01744 Dippoldiswalde Rabenauer Strasse 41 4831.00 (2470.00) - ------------------------------------------------------------------------------------------------------------------- Donaueschingen 78166 Donaueschingen Adolf-Kolping-Str. 2-6 1920.00 (981.68) - ------------------------------------------------------------------------------------------------------------------- Donauworth 86609 Donauworth Offizial-Schmid-Str. 6 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Dortmund 44147 Dortmund Mallinckrodtstr. 237 2400.00 (1227.10) - ------------------------------------------------------------------------------------------------------------------- Dresden 01067 Dresden Annenstr. 5 2520.00 (1288.46) - ------------------------------------------------------------------------------------------------------------------- Duisburg 47058 Duisburg (Duissern) Saarstr. 12 / 16 2280.00 (1165.75) - ------------------------------------------------------------------------------------------------------------------- Duren 52349 Duren Kolnstr. 74A / Wernerstr. 21-23 5003.00 (2558.00) - ------------------------------------------------------------------------------------------------------------------- Dusseldorf 40213 Dusseldorf Graf-Adolf-Platz 14 3960.00 (2024.72) - ------------------------------------------------------------------------------------------------------------------- Dusseldorf 40477 Dusseldorf Moltkestrasse 23 3705.00 (1894.64) - ------------------------------------------------------------------------------------------------------------------- Dusseldorf 40211 Dusseldorf Liesegangstr. 24 3960.00 (2024.72) - ------------------------------------------------------------------------------------------------------------------- Eberswalde 16225 Eberswalde Bergerstrasse 111 5003.00 (2558.00) - ------------------------------------------------------------------------------------------------------------------- Eichstatt / Bavaria 85072 Eichstatt / Bavaria Webergasse 18 4469.00 (2285.00) - ------------------------------------------------------------------------------------------------------------------- Einbeck 37574 Einbeck Altendorfer Str. 43 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Eisenach Thuringia 99817 Eisenach Ernst-Thalmann-Strasse 53-57 5291.00 (2705.00) - ------------------------------------------------------------------------------------------------------------------- Elmshorn 25337 Elmshorn Hamburger Strasse 147 5148.00 (2632.00) - ------------------------------------------------------------------------------------------------------------------- Elsterwerda 04910 Elsterwerda Lessingstrasse 18 4618.00 (2361.00) - ------------------------------------------------------------------------------------------------------------------- Erfurt 99084 Erfurt Andreasstrasse 38 1800.00 (920.33) - ------------------------------------------------------------------------------------------------------------------- Erlangen 91052 Erlangen Michael-Vogel-Str. 3 1800.00 (920.33) - ------------------------------------------------------------------------------------------------------------------- Essen 45145 Essen Am Fernmeldeamt 10 2880.00 (1472.52) - ------------------------------------------------------------------------------------------------------------------- Euskirchen 53879 Euskirchen In den Herrenbenden 27-29 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Eutin 23701 Eutin Am Muhlenberg 2 / Peterstr. 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Flensburg 24941 Flensburg Eckernforder Landstr. 65 1560.00 (797.62) - ------------------------------------------------------------------------------------------------------------------- Forchheim / Upper 91301 Forchheim / Upper Steinbuhlstr. 1 4189.00 (2142.00) Franconia Franconia - ------------------------------------------------------------------------------------------------------------------- Frankfurt on Main 60313 Frankfurt Stiftstr. 25, Gr. Eschenh. Str. 14 4740.00 (2423.52) - ------------------------------------------------------------------------------------------------------------------- Frankfurt on Main 60431 Frankfurt Raimundstr. 48-54 4260.00 (2178.10) - ------------------------------------------------------------------------------------------------------------------- Frankfurt on Main 65934 Frankfurt Oeserstrasse 111 5889.60 (3011.30) - ------------------------------------------------------------------------------------------------------------------- Frankfurt / Oder 15236 Frankfurt Heinrich-Hildebrand-Str. 10 5336.00 (2728.00) - ------------------------------------------------------------------------------------------------------------------- Freiberg / Saxony 09599 Freiberg Hubertusweg / Kogeler-Ring 4788.00 (2448.00) - ------------------------------------------------------------------------------------------------------------------- Freiburg / Breisgau 79110 Freiburg Linnestr. 7 1920.00 (981.68) - -------------------------------------------------------------------------------------------------------------------
Page 46 Interconnection Contract with FirstMark Confidential
- ------------------------------------------------------------------------------------------------------------------- LOCATION OF ADDRESS AMOUNT/YEAR INTERCONNECTION DM (EUR) - ------------------------------------------------------------------------------------------------------------------- Friedberg / Hesse 61169 Friedberg / Hesse Saarstr. 16-18 4532.00 (2317.00) - ------------------------------------------------------------------------------------------------------------------- Friedrichshafen 88045 Friedrichshafen Mullerstr. 12-14 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Fulda 36037 Fulda Unterm Heilig Kreuz 3-5 1560.00 (797.62) - ------------------------------------------------------------------------------------------------------------------- Gardelegen 39638 Gardelegen An der breiten Gehre 1 4618.00 (2361.00) - ------------------------------------------------------------------------------------------------------------------- Geilenkirchen 52511 Geilenkirchen Stettiner Str. 4 5003.00 (2558.00) - ------------------------------------------------------------------------------------------------------------------- Geldern 47608 Geldern Poststr. 5-7 4362.00 (2230.00) - ------------------------------------------------------------------------------------------------------------------- Gelnhausen 63571 Gelnhausen Frankfurter Str. 55 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Gelsenkirchen 45879 Gelsenkirchen Husemannstr. 1 / Feldhofstr. 1 1560.00 (797.62) - ------------------------------------------------------------------------------------------------------------------- Gera 07548 Gera Strasse des Friedens 200 1800.00 (920.33) - ------------------------------------------------------------------------------------------------------------------- Giessen 35390 Giessen Liebigstr. 14-16 1800.00 (920.33) - ------------------------------------------------------------------------------------------------------------------- Gifhorn 38518 Gifhorn Ribbesbutteler Weg 4 4469.00 (2285.00) - ------------------------------------------------------------------------------------------------------------------- Goppingen 73033 Goppingen Immanuel-Hohlbauch-Str. 20 1920.00 (981.68) - ------------------------------------------------------------------------------------------------------------------- Gorlitz 02828 Gorlitz Am Stadtgarten 25 4446.00 (2273.00) - ------------------------------------------------------------------------------------------------------------------- Gottingen 37075 Gottingen Philipp-Reis-Str. 2a 1920.00 (981.68) - ------------------------------------------------------------------------------------------------------------------- Greifswald 17489 Greifswald Herrenhufenstrasse 9 4446.00 (2273.00) - ------------------------------------------------------------------------------------------------------------------- Greven / Westphalia 48268 Greven / Westphalia Gutenbergstr. 12 1920.00 (981.68) - ------------------------------------------------------------------------------------------------------------------- Grevenbroich 41515 Grevenbroich Lindenstr. 36-40 4362.00 (2230.00) - ------------------------------------------------------------------------------------------------------------------- Grimma 04668 Grimma Leipziger Strasse 19 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Gummersbach 51643 Gummersbach Moltkestr. 20-22 / La Roche-sur-Y 5003.00 (2558.00) - ------------------------------------------------------------------------------------------------------------------- Gustrow 18273 Gustrow Neukruger Strasse 7 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Gutersloh 33330 Gutersloh Eickhoffstr. 4-6 / Kaiserstr. 4588.00 (2346.00) - ------------------------------------------------------------------------------------------------------------------- Hagen Westphalia 58095 Hagen Bahnhofstr. 13-19 / Neumarktstr. 1440.00 (736.26) - ------------------------------------------------------------------------------------------------------------------- Halberstadt 38820 Halberstadt Schmiedestr. 12 4469.00 (2285.00) - ------------------------------------------------------------------------------------------------------------------- Halle / Saale 06118 Halle / Saale Franzosensteinweg 100 1560.00 (797.62) - ------------------------------------------------------------------------------------------------------------------- Hamburg 20359 Hamburg Budapester Strasse 18 3600.00 (1840.65) - ------------------------------------------------------------------------------------------------------------------- Hamburg 22111 Hamburg Bauerbergweg 23-25 / Heckenpfad 3600.00 (1840.65) - ------------------------------------------------------------------------------------------------------------------- Hameln 31789 Hameln Springer Landstr. 4 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Hamm Westphalia 59063 Hamm Gallberger Weg 3 2136.00 (1092.12) - ------------------------------------------------------------------------------------------------------------------- Hanau 63452 Hanau Alter Ruckinger Weg 55 5003.00 (2558.00) - ------------------------------------------------------------------------------------------------------------------- Hannover (Hanover) 30159 Hannover (Hanover) Rosenstr. 1 1800.00 (920.33) - ------------------------------------------------------------------------------------------------------------------- Hannover (Hanover) 30627 Hannover (Hanover) Neue-Land-Str. 6 1800.00 (920.33) - ------------------------------------------------------------------------------------------------------------------- Hechingen 72379 Hechingen Ermelesstr. 12/14 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Heide Holstein 25746 Heide Holstein Am Kleinbahnhof 18-30 1920.00 (981.68) - ------------------------------------------------------------------------------------------------------------------- Heidelberg 69115 Heidelberg Sofienstr. 6-10 2400.00 (1227.10) - ------------------------------------------------------------------------------------------------------------------- Heidenheim 89518 Heidenheim a.d. Brenz Bahnhofstr.7 / Theodor-Heuss-Str. 4698.00 (2402.00) - ------------------------------------------------------------------------------------------------------------------- Heilbronn Neckar 74072 Heilbronn Ost/Weinsberger Str. 123/125 1920.00 (981.68) - ------------------------------------------------------------------------------------------------------------------- Herford 32052 Herford Auf der Freiheit 1-3 / Arndtstr. 4532.00 (2317.00) - ------------------------------------------------------------------------------------------------------------------- Herzberg 37412 Herzberg am Harz Am Phillips 1-4 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Hildesheim 31137 Hildesheim Am Kupferstrange 1D 5291.00 (2705.00) - ------------------------------------------------------------------------------------------------------------------- Hof 95028 Hof / Saale Konrad-Adenauer-Platz 1 5336.00 (2728.00) - ------------------------------------------------------------------------------------------------------------------- Horb am Neckar 72160 Horb am Neckar Steigle 34 5336.00 (2728.00) - ------------------------------------------------------------------------------------------------------------------- Hoyerswerda 02977 Hoyerswerda Albert-Einstein-Str. 48 4874.00 (2492.00) - ------------------------------------------------------------------------------------------------------------------- Ibbenburen 49477 Ibbenburen An der Reichsbahn 4 5291.00 (2705.00) - ------------------------------------------------------------------------------------------------------------------- Ingolstadt 85051 Ingolstadt Karlskroner Str. 32 2400.00 (1227.00) - ------------------------------------------------------------------------------------------------------------------- Iserlohn 58636 Iserlohn Durerstrasse 53 4835.00 (2472.00) - ------------------------------------------------------------------------------------------------------------------- Jena 07745 Jena Schrodingerstrasse 2040.00 (1043.00) - ------------------------------------------------------------------------------------------------------------------- Jessen / Elster 06917 Jessen / Elster Alte Wittenberger Str. / Nordstr. 92 4446.00 (2273.00) - ------------------------------------------------------------------------------------------------------------------- Kaiserslautern 67655 Kaiserslautern Pirmasenser Str. 65 2040.00 (1043.00) - ------------------------------------------------------------------------------------------------------------------- Karlsruhe 76137 Karlsruhe Ruppurrer Str. 1-1a 1440.00 (736.26) - ------------------------------------------------------------------------------------------------------------------- Kassel 34117 Kassel Friedrich-Ebert-Str. 24 1680.00 (858.97) - -------------------------------------------------------------------------------------------------------------------
Page 47 Interconnection Contract with FirstMark Confidential
- ------------------------------------------------------------------------------------------------------------------- LOCATION OF ADDRESS AMOUNT/YEAR INTERCONNECTION DM (EUR) - ------------------------------------------------------------------------------------------------------------------- Kempten Allgau 87435 Kempten Bahnhofstr. 35, Alpenstr. 8 1440.00 (736.26) - ------------------------------------------------------------------------------------------------------------------- Kiel 24116 Kiel Kronshagener Weg 101-107 2040.00 (1043.04) - ------------------------------------------------------------------------------------------------------------------- Kirchheim 73230 Kirchheim unter Teck Faberweg 21 5003.00 (2558.00) - ------------------------------------------------------------------------------------------------------------------- Kirchseeon 85614 Kirchseeon Ahornstr. 31 4835.00 (2472.00) - ------------------------------------------------------------------------------------------------------------------- Kitzingen 97318 Kitzingen Innere Sulzfelder Str. 23 5291.00 (2705.00) - ------------------------------------------------------------------------------------------------------------------- Kleve 47533 Kleve / Niederrhein Hagsche Str. 50/52 4835.00 (2472.00) - ------------------------------------------------------------------------------------------------------------------- Koblenz 56073 Koblenz Moselweisser Str. 70 1800.00 (920.33) - ------------------------------------------------------------------------------------------------------------------- Koln (Cologne) 51105 Koln (Cologne) Poll-Vingster Str. 130-134 3360.00 (1717.94) - ------------------------------------------------------------------------------------------------------------------- Koln (Cologne) 50672 Koln (Cologne) Innere Kanalstr. 98 / Venloer Str. 3360.00 (1717.94) - ------------------------------------------------------------------------------------------------------------------- Konstanz (Constance) 78467 Konstanz (Constance) Moltkestr. 2-6, Jahnstr. 8 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Krefeld 47798 Krefeld Moerser Strasse 1 / Jungfernweg 13 2280.00 (1165.75) - ------------------------------------------------------------------------------------------------------------------- Kulmbach 95326 Kulmbach Albert-Ruckdeschel-Str. 2 4195.00 (2145.00) - ------------------------------------------------------------------------------------------------------------------- Lahr / Black Forest 77933 Lahr / Black Forest Lotzbeckstr. 22 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Landau (Palatinate) 76829 Landau Reduitstrasse (former Ostbahnstr.) 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Landsberg on Lech 86899 Landsberg on Lech Spottinger Str. 16 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Landshut 84030 Landshut Siemensstr. 18-22 / Neidenburg Str. 1920.00 (981.68) - ------------------------------------------------------------------------------------------------------------------- Lauterbach / Hesse 36341 Lauterbach / Hesse Gartenstr. 15 4698.00 (2402.00) - ------------------------------------------------------------------------------------------------------------------- Leer / East Friesland 26789 Leer Bavinkstr. 23 1560.00 (797.62) - ------------------------------------------------------------------------------------------------------------------- Leipzig 04454 Leipzig Karrner Str. 66 2040.00 (1043.04) - ------------------------------------------------------------------------------------------------------------------- Lennestadt 57368 Lennestadt Bahnhofsplatz 3-5 4698.00 (2402.00) - ------------------------------------------------------------------------------------------------------------------- Leverkusen-Opladen 51379 Leverkusen Reusrather Strasse 36 4835.00 (2472.00) - ------------------------------------------------------------------------------------------------------------------- Limburg 65549 Limburg an der Lahn Ste.-Foy-Str. 35-39 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Lindenberg 88161 Lindenberg / Allgau Poststr.1/Heinrich-Brauns-Str. 4469.00 (2285.00) - ------------------------------------------------------------------------------------------------------------------- Lingen / Ems 49808 Lingen / Ems Kiefernstr. 14-16 4698.00 (2402.00) - ------------------------------------------------------------------------------------------------------------------- Lippstadt 59557 Lippstadt Heinrich-Hertz-Str. 1+3 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Lobau 02708 Lobau Aussere Zittauer Str.56a 4446.00 (2273.00) - ------------------------------------------------------------------------------------------------------------------- Lorrach 79539 Lorrach Palmstr.21 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Lubben 15907 Lubben / Spreewald Puschkinstr.14/15 4618.00 (2361.00) - ------------------------------------------------------------------------------------------------------------------- Lubeck 23554 Lubeck Fackenburger Allee 31 1800.00 (920.33) - ------------------------------------------------------------------------------------------------------------------- Ludenscheid 58507 Ludenscheid Bahnhofstr.1 5472.00 (2798.00) - ------------------------------------------------------------------------------------------------------------------- Ludinghausen 59348 Ludinghausen Graf-Wedel-Str.8 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Ludwigsburg 71636 Ludwigsburg Strombergstr. 21-29 5003.00 (2558.00) - ------------------------------------------------------------------------------------------------------------------- Ludwigshafen 67059 Ludwigshafen / Rhine Schulstr. 4-6 / Maxstr. 82 2160.00 (1104.39) - ------------------------------------------------------------------------------------------------------------------- Luneburg 21339 Luneburg Arenskule 10, 10a-b 5062.00 (2588.00) - ------------------------------------------------------------------------------------------------------------------- Magdeburg 39104 Magdeburg Listemannstr.6 2280.00 (1165.75) - ------------------------------------------------------------------------------------------------------------------- Mainz 55116 Mainz Munsterplatz 2-6 1920.00 (981.68) - ------------------------------------------------------------------------------------------------------------------- Mannheim 68165 Mannheim Erzbergerstr. 18 2160.00 (1104.39) - ------------------------------------------------------------------------------------------------------------------- Mannheim 68165 Mannheim Dynamostr.5 2160.00 (1104.39) - ------------------------------------------------------------------------------------------------------------------- Marburg 35037 Marburg Gutenbergstr.14 4150.00 (2122.00) - ------------------------------------------------------------------------------------------------------------------- Markt Schwaben 85570 Markt Schwaben Widderweg 10 4835.00 (2472.00) - ------------------------------------------------------------------------------------------------------------------- Marktheidenfeld 97828 Marktheidenfeld Kreuzbergstr.14/16 5062.00 (2588.00) - ------------------------------------------------------------------------------------------------------------------- Meiningen 98617 Meiningen Leipziger Str. 68a 5381.00 (2751.00) - ------------------------------------------------------------------------------------------------------------------- Meissen 01662 Meissen Fabrikstr.18a 4275.00 (2186.00) - ------------------------------------------------------------------------------------------------------------------- Melsungen 34212 Melsungen Kesselberg 50 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Memmingen 87700 Memmingen Kohlschanzstr. 2,4 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Merseburg / Saale 06217 Merseburg / Saale Konig-Heinrich-Strasse 11 5003.00 (2558.00) - ------------------------------------------------------------------------------------------------------------------- Meschede 59872 Meschede Feldstr.34/ Mallinckrodtstr.20 1680.00 (858.97) - ------------------------------------------------------------------------------------------------------------------- Minden / Westphalia 32427 Minden Gelindeweg 31-35 1680.00 (858.97) - ------------------------------------------------------------------------------------------------------------------- Moers 47441 Moers Uerdinger Str.2-12/ Kautzstr.1 4835.00 (2472.00) - ------------------------------------------------------------------------------------------------------------------- Monchengladbach 41065 Monchengladbach Pescher Str . 187-191 2160.00 (1104.39) - -------------------------------------------------------------------------------------------------------------------
Page 48 Interconnection Contract with FirstMark Confidential
- ------------------------------------------------------------------------------------------------------------------- LOCATION OF ADDRESS AMOUNT/YEAR INTERCONNECTION DM (EUR) - ------------------------------------------------------------------------------------------------------------------- Mosbach 74821 Mosbach / Baden Eisenbahnstr. 24 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Muhlacker 75417 Muhlacker Bahnhofstr. 68 and 68a 4748.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Muhldorf 84453 Muhldorf on Inn Bonimeier-Ring 6 4469.00 (2285.00) - ------------------------------------------------------------------------------------------------------------------- Muhlhausen / 99974 Muhlhausen / An der Burg 1 5291.00 (2705.00) Thuringia Thuringia - ------------------------------------------------------------------------------------------------------------------- Mullheim / Baden 79379 Mullheim / Baden Auf der Breite 2 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Munchen (Munich) 80636 Munchen (Munich) Blutenburgstr. 1 / Pappenheimstr. 3960.00 (2024.72) - ------------------------------------------------------------------------------------------------------------------- Munchen (Munich) 80636 Munchen (Munich) Schachenmeisterstr. 7874.00 (2026.00) - ------------------------------------------------------------------------------------------------------------------- Munster 48145 Munster Oststr. 2-18 / Rudolfstr.1-5, 9 2160.00 (1104.39) - ------------------------------------------------------------------------------------------------------------------- Munster 48155 Munster Wolbecker Strasse 268 2160.00 (1104.39) - ------------------------------------------------------------------------------------------------------------------- Nauen 14641 Nauen / Brandenburg Parkstr.5 3558.00 (1819.00) - ------------------------------------------------------------------------------------------------------------------- Naumburg / Saale 06618 Naumburg Steinkreuzweg 5003.00 (2558.00) - ------------------------------------------------------------------------------------------------------------------- Neubrandenburg 17033 Neubrandenburg Tannenkrug 3147.00 (1609.00) - ------------------------------------------------------------------------------------------------------------------- Neumarkt / Upper 92318 Neumarkt / Upper Stehphanstrasse 12 and 14 4743.00 (2425.00) Palatinate Palatinate - ------------------------------------------------------------------------------------------------------------------- Neumunster 24534 Neumunster Sedanstr.15-15b 1440.00 (736.26) - ------------------------------------------------------------------------------------------------------------------- Neunkirchen / Saar 66538 Neunkirchen Saar Wellesweilerstr./Haydnstr. 5336.00 (2728.00) - ------------------------------------------------------------------------------------------------------------------- Neuss 41460 Neuss Hellersbergstr. 35/35a 5003.00 (2558.00) - ------------------------------------------------------------------------------------------------------------------- Neustadt an der 67433 Neustadt Chemnitzer Str. 2 4362.00 (2230.00) Weinstr. - ------------------------------------------------------------------------------------------------------------------- Neuwied 56564 Neuwied Andernacher Str. 21 / W' thurm. 4 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Niebull 25899 Niebull Osterweg 24 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Norden 26506 Norden Am Markt 4-5 4469.00 (2285.00) - ------------------------------------------------------------------------------------------------------------------- Nordhausen 99734 Nordhausen / Wilhelm-Carl-Schreiber-Str. 3 6247.00 (3194.00) Thuringia - ------------------------------------------------------------------------------------------------------------------- Nurnberg (Nuremberg) 90441 Nurnberg (Nuremberg) Hansastrasse 1-45 2160.00 (1104.39) - ------------------------------------------------------------------------------------------------------------------- Nurnberg (Nuremberg) 90403 Nurnberg (Nuremberg) Josephsplatz 3 / Adlerstr. 35 2160.00 (1104.39) - ------------------------------------------------------------------------------------------------------------------- Oberhausen / Rhineland 46045 Oberhausen Paul-Reusch-Str. 4/6 2040.00 (1043.04) - ------------------------------------------------------------------------------------------------------------------- Oberursel / Taunus 61440 Oberursel / Taunus Gattenhofer Weg 41 5003.00 (2558.00) - ------------------------------------------------------------------------------------------------------------------- Offenburg 77652 Offenburg Okenstr.25 2640.00 (1349.81) - ------------------------------------------------------------------------------------------------------------------- Ohringen 74613 Ohringen Pfedelbacher Str.47 4362.00 (2230.00) - ------------------------------------------------------------------------------------------------------------------- Oldenburg 26122 Oldenburg Poststr. 1-3 1562.00 (797.62) - ------------------------------------------------------------------------------------------------------------------- Oranienburg 16515 Oranienburg Schulstrasse 4-8 5975.00 (3055.00) - ------------------------------------------------------------------------------------------------------------------- Oschatz 04758 Oschatz Am langen Rain 4788.00 (2448.00) - ------------------------------------------------------------------------------------------------------------------- Osnabruck 49074 Osnabruck Wittekindstr. 5-8 / Moserstr. 19-2 1560.00 (797.62) - ------------------------------------------------------------------------------------------------------------------- Paderborn 33102 Paderborn Rathenaustr. 26-30 1680.00 (585.97) - ------------------------------------------------------------------------------------------------------------------- Parchim 19370 Parchim Westring 40 4146.00 (2120.00) - ------------------------------------------------------------------------------------------------------------------- Passau 94032 Passau Auerspergstr.5 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Peine 31224 Peine Duttenstedter Str.136 5291.00 (2705.00) - ------------------------------------------------------------------------------------------------------------------- Perleberg 19348 Perleberg Kurmarker Strasse 4275.00 (2186.00) - ------------------------------------------------------------------------------------------------------------------- Pfarrkirchen / Lower 84347 Pfarrkirchen / Lower Seilerweg 4b,c,d, 4195.00 (2145.00) Bavaria Bavaria - ------------------------------------------------------------------------------------------------------------------- Pforzheim 75172 Pforzheim Museumstr. 11 1320.00 (674.91) - ------------------------------------------------------------------------------------------------------------------- Pirmasens 66954 Pirmasens Emil-Kommerling Str. 41/43 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Pirna 01796 Pirna An der Bruckmuhle 8 4831.00 (2470.00) - ------------------------------------------------------------------------------------------------------------------- Plauen 08529 Plauen Karl-Tucholsky-Strasse 63 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Potsdam 14478 Potsdam An der alten Zauche 2400.00 (1227.10) - ------------------------------------------------------------------------------------------------------------------- Prenzlau 17291 Prenzlau Brussower Landstr. 99 4275.00 (2186.00) - ------------------------------------------------------------------------------------------------------------------- Ravensburg 88212 Ravensburg Gartenstr.107 1920.00 (981.68) - ------------------------------------------------------------------------------------------------------------------- Recklinghausen 45657 Recklinghausen Am Steintor 3 / Tiefer Pfad 2-4 2160.00 (1104.39) - ------------------------------------------------------------------------------------------------------------------- Regensburg 93053 Regensburg Bajuwarenstrasse 4 2040.00 (1043.04) - ------------------------------------------------------------------------------------------------------------------- Remscheid 42859 Remscheid Greulingstr. 39 / Eisenstr.6 4880.00 (2495.00) - ------------------------------------------------------------------------------------------------------------------- Reutlingen 72766 Reutlingen Karlstr. 84 1800.00 (920.33) - ------------------------------------------------------------------------------------------------------------------- Riesa 01587 Riesa Berliner Str. 27 4788.00 (2448.00) - ------------------------------------------------------------------------------------------------------------------- Rochlitz 09306 Rochlitz Lindenstr. 4788.00 (2448.00) - -------------------------------------------------------------------------------------------------------------------
Page 49 Interconnection Contract with FirstMark Confidential
- ------------------------------------------------------------------------------------------------------------------- LOCATION OF ADDRESS AMOUNT/YEAR INTERCONNECTION DM (EUR) - ------------------------------------------------------------------------------------------------------------------- Rosenheim / Upper 83022 Rosenheim / Upper Bahnhofstr. 23/27, A. Kathreinstr. 4780.00 (2444.00) Bavaria Bavaria - ------------------------------------------------------------------------------------------------------------------- Rostock 18055 Rostock August-Bebel-Strasse 27 2160.00 (1104.39) - ------------------------------------------------------------------------------------------------------------------- Rostock 18198 Kritzmow Biestower Weg 6a 2160.00 (1104.39) - ------------------------------------------------------------------------------------------------------------------- Roth / Central 91154 Roth / Central Friedrich-Ebert-Str. 12 4743.00 (2425.00) Franconia Franconia - ------------------------------------------------------------------------------------------------------------------- Rottweil 78628 Rottweil Steig 27 1920.00 (981.68) - ------------------------------------------------------------------------------------------------------------------- Russelsheim 65428 Russelsheim Silberstr.23 4835.00 (2472.00) - ------------------------------------------------------------------------------------------------------------------- Saalfeld / Saale 07318 Saalfeld Wachserzweg 1 4150.00 (2122.00) - ------------------------------------------------------------------------------------------------------------------- Saarbrucken 66121 Saarbrucken Mecklenburgring 25 5400.00 (1227.00) - ------------------------------------------------------------------------------------------------------------------- Saarlouis 66740 Saarlouis Zeughaus - / Kavalstr. 13 5003.00 (2558.00) - ------------------------------------------------------------------------------------------------------------------- Salzgitter 38239 Salzgitter An der Landwehr 6, 8, 10 4880.00 (2495.00) - ------------------------------------------------------------------------------------------------------------------- Sangerhausen 06526 Sangerhausen Frobelstr. 66 4275.00 (2186.00) - ------------------------------------------------------------------------------------------------------------------- Schleswig 24837 Schleswig Schwarzer Weg 13-17 4698.00 (2402.00) - ------------------------------------------------------------------------------------------------------------------- Schorndorf 73614 Schorndorf / Siechenfeldstr. 29 5003.00 (2558.00) Wurttemberg - ------------------------------------------------------------------------------------------------------------------- Schwabisch Hall 74523 Schwabisch Hall In den Herrenackern 11 3298.00 (1686.00) - ------------------------------------------------------------------------------------------------------------------- Schweinfurt 97421 Schweinfurt Schopperstrasse 33 5336.00 (2728.00) - ------------------------------------------------------------------------------------------------------------------- Schwerin / Mecklenburg 19063 Schwerin An der Crivitzer Chaussee 52 1680.00 (858.97) - ------------------------------------------------------------------------------------------------------------------- Senftenberg 01968 Senftenberg Laugkstrasse 1-5 4698.00 (2402.00) - ------------------------------------------------------------------------------------------------------------------- Siegburg 53721 Siegburg Zeithstr. 73 4532.00 (2317.00) - ------------------------------------------------------------------------------------------------------------------- Siegen 57072 Siegen Koblenzer Str. 87-93 2640.00 (1349.81) - ------------------------------------------------------------------------------------------------------------------- Sigmaringen 72488 Sigmaringen In der Au 3, 3/1,3 /2 4070.00 (2081.00) - ------------------------------------------------------------------------------------------------------------------- Singen Hohentwiel 78224 Singen Bahnhofstr. 16-18 5336.00 (2728.00) - ------------------------------------------------------------------------------------------------------------------- Sinsheim 74889 Sinsheim Jahnstr. 7-9 5261.00 (2690.00) - ------------------------------------------------------------------------------------------------------------------- Solingen 42653 Solingen Schlagbaumer Str.113/115 1680.00 (858.97) - ------------------------------------------------------------------------------------------------------------------- St Wendel 66606 St Wendel Tholeyer Str. 25 5261.00 (2690.00) - ------------------------------------------------------------------------------------------------------------------- Stade 21682 Stade Gluckstadter Str. 23 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Stadthagen 31655 Stadthagen Bahnhofstr. 15A-C 5003.00 (2558.00) - ------------------------------------------------------------------------------------------------------------------- Starnberg 82319 Starnberg Gautinger Str. 1 4835.00 (2472.00) - ------------------------------------------------------------------------------------------------------------------- Stendal 39576 Stendal Hallstrasse 42-46 5386.00 (2754.00) - ------------------------------------------------------------------------------------------------------------------- Stolzenau 31592 Stolzenau Am Markt 20 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Stralsund 18439 Stralsund Neuer Markt 4 5003.00 (2558.00) - ------------------------------------------------------------------------------------------------------------------- Straubing 94315 Straubing Kolbstrasse 10 4195.00 (2145.00) - ------------------------------------------------------------------------------------------------------------------- Strausberg 15344 Strausberg Muhlenweg 4 4405.00 (2252.00) - ------------------------------------------------------------------------------------------------------------------- Stuttgart 70565 Stuttgart Schockenriedstr.16 2640.00 (1349.81) - ------------------------------------------------------------------------------------------------------------------- Stuttgart 70469 Stuttgart Maybachstr. 57 2640.00 (1349.81) - ------------------------------------------------------------------------------------------------------------------- Suhl 98527 Suhl Schleusinger Str. 2-6 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Tauberbischofsheim 97941 Tauberbischofsheim Schmiederstr. 17 4788.00 (2448.00) - ------------------------------------------------------------------------------------------------------------------- Traunstein 83278 Traunstein Seuffertstr. 2-12 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Trier 54292 Trier Wasserweg 7-9 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Uelzen 29525 Uelzen Ringstr. 13 / Gartenstr. 3 4698.00 (2402.00) - ------------------------------------------------------------------------------------------------------------------- Ulm / Donau 89073 Ulm Olgastr. 67 2400.00 (1227.00) - ------------------------------------------------------------------------------------------------------------------- Velbert 42549 Velbert Rheinlandstr. 24 4835.00 (2472.00) - ------------------------------------------------------------------------------------------------------------------- Verden / Aller 27283 Verden / Aller Cluventalstr. 17 / Sudstr.34-40 4780.00 (2444.00) - ------------------------------------------------------------------------------------------------------------------- Villingen in the Black 78050 Villingen- Benediktinerring 6/6A 4743.00 (2425.00) Forest Schwenningen - ------------------------------------------------------------------------------------------------------------------- Waakirchen 83666 Waakirchen Alex-Gugler-Str. 7 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Waren / Muritz 17192 Waren / Muritz D.-Bonhoff-Str.15 4275.00 (2186.00) - ------------------------------------------------------------------------------------------------------------------- Weiden / Upper 92637 Weiden / Upper Obere Bauscher Strasse 14 4332.00 (2215.00) Palatinate Palatinate - ------------------------------------------------------------------------------------------------------------------- Weilheim / Upper 82362 Weilheim / Upper Bahnhofstr 4 4835.00 (2728.00) Bavaria Bavaria - ------------------------------------------------------------------------------------------------------------------- Weimar / Thuringia 99427 Weimar / Thuringia Ettersburger Strasse 40 5336.00 (2278.00) - ------------------------------------------------------------------------------------------------------------------- Weisswasser 02943 Weisswasser Schweigstr. 28 / Am Wasserturm 4698.00 (2402.00) - ------------------------------------------------------------------------------------------------------------------- Wernigerode 38855 Wernigerode Halberstadter Chaussee 5 4698.00 (2402.00) - -------------------------------------------------------------------------------------------------------------------
Page 50 Interconnection Contract with FirstMark Confidential
- ------------------------------------------------------------------------------------------------------------------- LOCATION OF ADDRESS AMOUNT/YEAR INTERCONNECTION DM (EUR) - ------------------------------------------------------------------------------------------------------------------- Wesel 46483 Wesel Berliner-Tor-Platz1 1680.00 (858.97) - ------------------------------------------------------------------------------------------------------------------- Wetzlar 35586 Wetzlar Philipstr. 2 4743.00 (2425.00) - ------------------------------------------------------------------------------------------------------------------- Wiesbaden 65195 Wiesbaden Carl-von-Ibell-Weg 2400.00 (1227.10) - ------------------------------------------------------------------------------------------------------------------- Wilhelmshaven 26382 Wilhelmshaven Schillerstr. 30 / Goethestr. 19 3186.00 (1629.00) - ------------------------------------------------------------------------------------------------------------------- Winsen / Luhe 21423 Winsen / Luhe Ernststr. 5-7 4835.00 (2472.00) - ------------------------------------------------------------------------------------------------------------------- Wittlich 54516 Wittlich Kalkturmstr. 47a 4698.00 (2402.00) - ------------------------------------------------------------------------------------------------------------------- Wittstock / Dosse 16909 Wittstock / Dosse Ringstrasse 4275.00 (2186.00) - ------------------------------------------------------------------------------------------------------------------- Wolfsburg 38440 Wolfsburg Porschestr. 43c 5187.00 (2652.00) - ------------------------------------------------------------------------------------------------------------------- Worms 67547 Worms Mainzer Strasse 54 5291.00 (2705.00) - ------------------------------------------------------------------------------------------------------------------- Worth on Rhine 76744 Worth on Rhine Johann-Strauss-Str. 21 4362.00 (2230.00) - ------------------------------------------------------------------------------------------------------------------- Wunsdorf 31515 Wunsdorf Hannoversche Str.19 5472.00 (2798.00) - ------------------------------------------------------------------------------------------------------------------- Wuppertal 42105 Wuppertal Briller Str. 37 2040.00 (1043.04) - ------------------------------------------------------------------------------------------------------------------- Wurzburg 97070 Wurzburg Paradeplatz 4 5609.00 (2868.00) - ------------------------------------------------------------------------------------------------------------------- Wurzburg 97080 Wurzburg Schurerstrasse 9a 2040.00 (1043.00) - ------------------------------------------------------------------------------------------------------------------- Zeuthen 15738 Zeuthen Am Heideberg 52 4594.00 (2349.00) - ------------------------------------------------------------------------------------------------------------------- Zittau 02763 Zittau Nordstr. 17 4446.00 (2273.00) - ------------------------------------------------------------------------------------------------------------------- Zossen / Brandenburg 15806 Zossen / Brandenburg Gerichtsstrasse 4275.00 (2186.00) - ------------------------------------------------------------------------------------------------------------------- Zwickau 08060 Zwickau Bulaustrasse am Friedhof 5975.00 (3055.00) - -------------------------------------------------------------------------------------------------------------------
1.7.3 The ancillary costs are not influenced by the location. The annual ancillary costs consist of the following items: - energy costs (DM 1,800.00 / EUR 920.33)(1) and - further operating costs according Section 27 of the calculation ordinance (DM 408.00 / EUR 208.61)(1) (1) as down payment Page 51 Interconnection Contract with FirstMark Confidential 1.8 INTERCONNECTION JUNCTIONS "CUSTOMER SITED 16X2 MBIT/S"/ "CUSTOMER SITED 21X2 MBIT/S"/ "CUSTOMER SITED 63X2 MBIT/S" 1.8.1 Price structure 1.8.1.1 For being provided with and being granted permission to use an ICAs "customer sited 16x2 Mbit/s" / "customer sited 21x2 Mbit/s" / "customer sited 63x2 Mbit/s" FirstMark shall pay a non-recurrent price for provision and an annual price for the permission to use according to item 1.8.2. The price for provision shall be paid in advance. 1.8.1.2 For the inter-building-section shall apply the current prices for permanent carrier connections CFV 16xT2MS / 21x2MS / 63xT2MS. 1.8.1.3 For the permission to use the central signalling channels (ZZK7) shall be paid a price for permission to use per ZZK7 according to item 1.8.2. 1.8.1.4 At the end of each calendar year Telekom shall refund to FirstMark part of the price for provision (intra building section, inter building section) and of the price for permission to use (intra building section, inter building section and permission to use a ZZK7) corresponding to the ratio of the generated minutes to be paid by the contracting parties at this location of interconnection. A refunding for the inter building section by Telekom shall be acceptable only up to a length of 20 km maximum. 1.8.1.5 In case FirstMark requests a special execution of the ICAs "customer sited 16x2 Mbit/s" / "customer sited 21x2 Mbit/s" / "customer sited 63x2 Mbit/s" that deviates from the standard execution Telekom shall charge the additional costs separately according to item 1.8.3. 1.8.1.6 FirstMark shall be charged the costs for re-positioning, exchanging or altering the interconnection facility and for laying the terminal line as requested by FirstMark shall be charged according to item 1.8.3. 1.8.1.7 Standard debugging shall be paid with the price for provision to be paid for the ICAs "customer sited 16x2 Mbit/s" / "customer sited 21x2 Mbit/s" / "customer sited 63x2 Mbit/s". 1.8.1.8 FirstMark shall be charged the costs for measures in the telephone network of Telekom which may be required for implementing the first interconnection and/or altering the interconnection according to items 1.8.2 and 1.8.3. Page 52 Interconnection Contract with FirstMark Confidential 1.8.1.9 In case Telekom finds that it is not responsible for the malfunction that was reported by FirstMark Telekom shall charge FirstMark for the relevant costs according to item 1.8.3. 1.8.1.10 In case Telekom does not keep the deadline for supplying the facilities of doe not supply the facilities within the agreed period Telekom shall pay a penalty according to item 1.8.4 except in case FirstMark is responsible for the delay. 1.8.1.11 The prices which are measured according to expenses shall be calculated on the basis of the price list "Other services of the AGB (Standard form contract conditions) of the Telekom". 1.8.1.12 Cancellation fees shall be charged according to item 1.8.5. Page 53 Interconnection Contract with FirstMark Confidential 1.8.2 Price list
- ------------------------------------------------------------------------------------------------------------------------- CURRENT SERVICE PRICE NO. DM (EUR) WITHOUT VAT - ------------------------------------------------------------------------------------------------------------------------- 1 PROVISION 1.1 Installation of the intra building section, 5,120.00 (2,617.81) per ICAs 16x2 Mbit/s 6,720.00 (3,435.88) 21x2 Mbit/s 20.160.00 (10,307.64) 63x2 Mbit/s 1.2 implementation of the first interconnection 1.2.1 Installing the routing definition for TNB-identification with 114.00 (58.29)/concerned VE simultaneous installation of the VNB- and TNB-identification 95.00 (48.57)/ concerned VE 1.2.2 installing the routing definition for the VNB-identification for 114.00 (58.29)/concerned VE the concerned catchment areas 1.2.3 installing special announcements 95.00 (48.57)/concerned VE 1.2.4 installing the routing definition for the value added service of 114.00 (58.29)/Concerned VE FirstMark (e.g. Telekom-O.5, etc.) 1.2.5 installing the traffic registration 210.00 (107.37)/network interworking 1.3 installing the inter building section, provision price f. per ICAs 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s CFV 16xT2MS / 21xT2MS / 63xT2MS 2 PERMISSION TO USE 2.1 intra building section, annually, per ICAs per ICAs 16x2 Mbit/s 24,800.00 (12,680.04) 21x2 Mbit/s 32,550.00 (16,642.55) 63x2 Mbit/s 97,650.00 (49,927.65) 2.2 inter building section, annually, per ICAs 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s price for permission to use f. CFV 16xT2MS / 21xT2MS / 63xT2MS 2.3 permission to use one ZZK7, annually 508.00 (259.74) - -------------------------------------------------------------------------------------------------------------------------
Page 54 Interconnection Contract with FirstMark Confidential 1.8.3 Additional prices
- ------------------------------------------------------------------------------------------------------------------------- CURRENT NO. SERVICE PRICE DM (EUR) WITHOUT VAT - ------------------------------------------------------------------------------------------------------------------------- 1 SPECIAL CONSTRUCTION additional costs in comparison to standard installation based upon expenses 2 RE-POSITIONING, EXCHANGING OR ALTERING THE INTERCONNECTION FACILITY AND LAYING THE TERMINATION LINE price for travelling and work services which are provided for based upon expenses re-positioning, exchanging and/or altering the termination equipment of the inter-building-section, per 2 Mbit/s-connection 3 MEASURES IN THE TELEPHONE NETWORK OF THE TELEKOM 3.1 alteration of the interconnection 3.1.1 alteration of the interconnection at existing locations of interconnection 3.1.1.1 alteration of the routing definition by altering the EZB 114.00 (58.29)/concerned VE (catchment areas) 3.1.1.2 altering the bunch splitting 95.00 (48.57)/ICAs 3.1.1.3 isolation/cancelling additional interconnection services at the 95.00 (48.57)/network interworking network interworking (Telekom-B.1, O.1, O.2, O.3, O.4, etc.) 3.1.1.4 establishing/cancelling the routing definition for the value 114.00 (58.29)/concerned VE added service of FirstMark (e.g. Telekom-O.5, etc.) 3.1.1.5 establishing new/cancelling the routing definition for the TNB 114.00 (58.29)/concerned VE with simultaneous establishing of the VNB- and 95.00 (48.57)/concerned VE TNB-identification 3.1.1.6 establishing of new/cancelling of routing definition for the VNB 114.00 (58.29)/concerned VE 3.1.2 Extending the interconnection by further locations of interconnection 3.1.2.1 establishing the routing definition for the TNB-identification 114.00 (58.29)/concerned VE with simultaneous establishment of the VNB- and TNB-identification for the concerned catchment areas 95.00 (48.57)/concerned VE 3.1.2.2 establishing the routing definition for the VNB-identification 114.00 (58.29)/concerned VE 3.1.2.3 establishing special announcements 95.00 (48.57)/concerned VE 3.1.2.4 establishing the routing definition for the value added service 114.00 (58.29)/concerned VE of FirstMark (e.g. Telekom-O.5 etc.) 3.1.2.5 establishing traffic registration 210.00 (107.37)/network interworking 4 DEBUGGING with malfunction outside the sphere of responsibility based on expenses of Telekom, per action, per 2 Mbit/s-connection - -------------------------------------------------------------------------------------------------------------------------
Page 55 Interconnection Contract with FirstMark Confidential 1.8.4. Penalties
- ----------------------------------------------------------------------------------------------------------------------- CURRENT NO. ITEM AMOUNT - ----------------------------------------------------------------------------------------------------------------------- 1 NON-FULFILMENT OF A PROMISED DEADLINE OR AN AGREED PERIOD FOR PROVISION per ICAs 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s >in case of a delay of 6 up to 10 calendar days 10 % of the standard provision price(1) >in case of a delay of 25 % of the standard provision price(1) more than 10 up to 15 calendar days >in case of a delay of 50 % of the standard provision price(1) more than 15 up to 20 calendar days >in case of a delay of 100 % of the standard provision price(1) more than 20 calendar days 2 EXCEEDING A PROMISED DEBUGGING DEADLINE per action, per 2 Mbit/s-connection > in case of a delay of up to 2 calendar days 10 % of the standard provision price(2) >in case of a delay of 25 % of the standard provision price(2) more than 2 up to 4 calendar days >in case of a delay of 50 % of the standard provision price(2) more than 4 up to 8 calendar days >in case of a delay of 100 % of the standard provision price(2) more than 8 calendar days - -----------------------------------------------------------------------------------------------------------------------
(1) standard price for permission to use = price for the permission to use one ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63 Mbit/s" within the standard catchment area with a length of 15 km (intra-building-section, inter-building-section (consisting exclusively of one connection line) and permission to use one ZZK7, see 1.8.2 current nos. 2.1, 2.2, 2.3) (2) Partial price for permission to use = 1/16 / 1/21 / 1/63 of the price for the permission to use one ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63 Mbit/s" within the standard catchment area with a length of 15 km (intra-building-section, inter-building-section (consisting exclusively of one connection line) and permission to use one ZZK7, see 1.8.2 current nos. 2.1, 2.2, 2.3). Page 56 Interconnection Contract with FirstMark Confidential 1.8.5 Cancellation fees according to ANNEX B - ORDER/PROVISION 1.8.5.1 In case of a cancellation before a binding provision date has been agreed FirstMark shall pay a flat rate amounting to DM 800.01 (EUR 409.04) per 2 Mbit/s-connection provided that no conditions for a cancellation free of charge prevail. 1.8.5.2 In correspondence with the provision periods listed in ANNEX B - ORDER/PROVISION the following cancellation fees apply: case A): provision period of 12 months In case of a cancellation of the order within the period of 12 months before the binding provision date FirstMark shall pay for the cancelled ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 360 - 240 10 % 5 % - -------------------------------------------------------------------------------- B 239 - 120 25 % 12.5 % - -------------------------------------------------------------------------------- C 119 - 60 50 % 25 % - -------------------------------------------------------------------------------- D 59 - 0 80 % 40 % - -------------------------------------------------------------------------------- Case B): provision period of 6 months In case of a cancellation of the order within the period of 6 months before the binding provision date FirstMark shall pay for the cancelled ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 180 - 120 10 % 5 % - -------------------------------------------------------------------------------- B 119 - 90 25 % 12.5 % - -------------------------------------------------------------------------------- C 89 - 30 50 % 25 % - -------------------------------------------------------------------------------- D 29 - 0 80 % 40 % - -------------------------------------------------------------------------------- Page 57 Interconnection Contract with FirstMark Confidential Case C): provision period of 3 months In case of a cancellation of the order within the period of 3 months before the binding provision date FirstMark shall pay for the cancelled ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 90 - 60 10 % 5 % - -------------------------------------------------------------------------------- B 59 - 450 25 % 10 % - -------------------------------------------------------------------------------- C 44 - 15 50 % 20 % - -------------------------------------------------------------------------------- D 14 - 0 80 % 30 % - -------------------------------------------------------------------------------- 1.8.5.4 In case an ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s" is cancelled due to circumstances for which Telekom is responsible, e.g. because Telekom altered agreed plans no cancellation fee shall be charged. 1.8.6 For the inter-building section shall apply the discount on the price for the rental period and the discount on turnover price for CFV 16xT2MS. / 21xT2MS / 63xT2MS. Page 58 Interconnection Contract with FirstMark Confidential 1.9 INTERCONNECTION JUNCTIONS "CUSTOMER SITED 16X2 MBIT/S WITH TWO-WAY-ROUTING"/ "CUSTOMER SITED 21X2 MBIT/S WITH TWO-WAY-ROUTING"/ "CUSTOMER SITED 63X2 MBIT/S WITH TWO-WAY-ROUTING" 1.9.1 Price structure 1.9.1.1 For being provided with and being granted permission to use an ICAs "customer sited 16x2 Mbit/s with two-way-routing" / "customer sited 21x2 Mbit/s with two-way-routing" / "customer sited 63x2 Mbit/s with two-way-routing" FirstMark shall pay per connection a non-recurrent price for provision and an annual price for the permission to use according to item 1.9.2. The price for provision shall be paid in advance. 1.9.1.2 For the permission to use the central signalling channels (ZZK7) shall be paid separate a price for permission to use per ZZK7 according to item 1.9.2. 1.9.1.3 At the end of each calendar year Telekom shall refund to FirstMark part of the price for provision (intra building section, inter building section) and of the price for permission to use (intra building section, inter building section and permission to use a ZZK7) corresponding to the ratio of the generated minutes to be paid by the contracting parties at this location of interconnection. A refunding for the inter building section by Telekom shall be acceptable only up to a length of 20 km maximum. 1.9.1.4 For the inter-building section shall apply the current prices for permanent carrier connections 16xT2MS. / 21xT2MS / 63xT2MS by factor 1.15. 1.9.1.5 In case the implementation of the second way requires the installation of a supplementary unit Telekom shall charge FirstMark for the additional costs incurred by the building of the supplementary unit according to item 1.9.2.. 1.9.1.6 In case FirstMark requests a special execution of the ICAs "customer sited 16x2 Mbit/s with two-way-routing" / "customer sited 21x2 Mbit/s with two-way-routing" / "customer sited 63x2 Mbit/s with two-way-routing" that deviates from the standard execution Telekom shall charge the additional costs separately according to item 1.9.3. 1.9.1.7 FirstMark shall be charged the costs for re-positioning, exchanging or altering the interconnection facility and for laying the terminal line as requested by FirstMark shall be charged according to item 1.9.3. Page 59 Interconnection Contract with FirstMark Confidential 1.9.1.8 Standard debugging shall be paid with the price for provision to be paid for the ICAs "customer sited 16x2 Mbit/s with two-way-routing" / "customer sited 21x2 Mbit/s with two-way-routing" / "customer sited 63x2 Mbit/s with two-way-routing". For express debugging shall be charged an annual amount according to item 1.9.3 per 2 Mbit/s connection. 1.9.1.9 FirstMark shall be charged the costs for measures in the telephone network of Telekom which may be required for implementing the first interconnection and/or altering the interconnection according to items 1.9.2 and 1.9.3. 1.9.1.10 In case Telekom finds that it is not responsible for the malfunction that was reported by FirstMark Telekom shall charge FirstMark for the relevant costs according to item 1.9.3. 1.9.1.11 In case Telekom does not keep the deadline for supplying the facilities of doe not supply the facilities within the agreed period Telekom shall pay a penalty according to item 1.9.4 except in case FirstMark is responsible for the delay. 1.9.1.12 The prices which are measured according to expenses shall be calculated on the basis of the price list "Other services of the AGB (Standard form contract conditions) of the Telekom". 1.9.1.13 Cancellation fees shall be charged according to item 1.9.5. Page 60 Interconnection Contract with FirstMark Confidential 1.9.2 Price list
- ------------------------------------------------------------------------------------------------------------------------- CURRENT SERVICE PRICE NO. DM (EUR) WITHOUT VAT - ------------------------------------------------------------------------------------------------------------------------- 1 PROVISION 1.1 Installation of the intra building section, 5,120.00 (2,617.81) per ICAs 16x2 Mbit/s 6,720.00 (3,435.88) 21x2 Mbit/s 20.160.00 (10,307.64) 63x2 Mbit/s 1.2 implementation of the first interconnection 1.2.1 Installing the routing definition for TNB-identification with 114.00 (58.29)/concerned VE simultaneous installation of the VNB- and TNB-identification 95.00 (48.57)/ concerned VE 1.2.2 installing the routing definition for the VNB-identification for 114.00 (58.29)/concerned VE the concerned catchment areas 1.2.3 installing special announcements 95.00 (48.57)/concerned VE 1.2.4 installing the routing definition for the value added service of 114.00 (58.29)/Concerned VE FirstMark (e.g. Telekom-O.5, etc.) 1.2.5 installing the traffic registration 210.00 (107.37)/network interworking 1.3 installing the inter building section, provision price f. per ICAs 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s CFV 16xT2MS / 21xT2MS / 63xT2MS 2 PERMISSION TO USE 2.1 intra building section, annually, per ICAs per ICAs 16x2 Mbit/s 24,800.00 (12,680.04) 21x2 Mbit/s 32,550.00 (16,642.55) 63x2 Mbit/s 97,650.00 (49,927.65) 2.2 inter building section, annually, per ICAs 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s 1.15 x price for permission to use f. CFV 16xT2MS / 21xT2MS / 63xT2MS 2.2.1 additional costs for supplementar unit based upon expenses 2.3 permission to use one ZZK7, annually 508.00 (259.74) - -------------------------------------------------------------------------------------------------------------------------
Page 61 Interconnection Contract with FirstMark Confidential 1.9.3 Additional prices
- ------------------------------------------------------------------------------------------------------------------------- CURRENT NO. SERVICE PRICE DM (EUR) WITHOUT VAT - ------------------------------------------------------------------------------------------------------------------------- 1 SPECIAL CONSTRUCTION additional costs in comparison to standard installation based upon expenses 2 RE-POSITIONING, EXCHANGING OR ALTERING THE INTERCONNECTION FACILITY AND LAYING THE TERMINATION LINE price for travelling and work services which are provided for based upon expenses re-positioning, exchanging and/or altering the termination equipment of the inter-building-section, per 2 Mbit/s-connection 3 MEASURES IN THE TELEPHONE NETWORK OF THE TELEKOM 3.1 alteration of the interconnection 3.1.1 alteration of the interconnection at existing locations of interconnection 3.1.1.1 alteration of the routing definition by altering the EZB 114.00 (58.29)/concerned VE (catchment areas) 3.1.1.2 altering the bunch splitting 95.00 (48.57)/ICAs 3.1.1.3 isolation/cancelling additional interconnection services at the 95.00 (48.57)/network interworking network interworking (Telekom-B.1, O.1, O.2, O.3, O.4, etc.) 3.1.1.4 establishing/cancelling the routing definition for the value 114.00 (58.29)/concerned VE added service of FirstMark (e.g. Telekom-O.5, etc.) 3.1.1.5 establishing new/cancelling the routing definition for the TNB 114.00 (58.29)/concerned VE with simultaneous establishing of the VNB- and 95.00 (48.57)/concerned VE TNB-identification 3.1.1.6 establishing of new/cancelling of routing definition for the VNB 114.00 (58.29)/concerned VE 3.1.2 Extending the interconnection by further locations of interconnection 3.1.2.1 establishing the routing definition for the TNB-identification 114.00 (58.29)/concerned VE with simultaneous establishment of the VNB- and TNB-identification for the concerned catchment areas 95.00 (48.57)/concerned VE 3.1.2.2 establishing the routing definition for the VNB-identification 114.00 (58.29)/concerned VE 3.1.2.3 establishing special announcements 95.00 (48.57)/concerned VE 3.1.2.4 establishing the routing definition for the value added service 114.00 (58.29)/concerned VE of FirstMark (e.g. Telekom-O.5 etc.) 3.1.2.5 establishing traffic registration 210.00 (107.37)/network interworking 4 EXPRESS DEBUGGING, annually, per 2 Mbit/s-connection 2,330.00 (1,191.31) 5 DEBUGGING with malfunction outside the sphere of responsibility based on expenses of Telekom, per action, per 2 Mbit/s-connection - -------------------------------------------------------------------------------------------------------------------------
Page 62 Interconnection Contract with FirstMark Confidential 1.9.4. Penalties
- ----------------------------------------------------------------------------------------------------------------------- CURRENT NO. ITEM AMOUNT - ----------------------------------------------------------------------------------------------------------------------- 1 NON-FULFILMENT OF A PROMISED DEADLINE OR AN AGREED PERIOD FOR PROVISION per ICAs 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s >in case of a delay of 6 up to 10 calendar days 10 % of the standard provision price(1) >in case of a delay of 25 % of the standard provision price(1) more than 10 up to 15 calendar days >in case of a delay of 50 % of the standard provision price(1) more than 15 up to 20 calendar days >in case of a delay of 100 % of the standard provision price(1) more than 20 calendar days 2 EXCEEDING A PROMISED DEBUGGING DEADLINE 2.1 standard debugging, per action, per 2 Mbit/s-connection > in case of a delay of up to 2 calendar days 10 % of the standard provision price(2) >in case of a delay of 25 % of the standard provision price(2) more than 2 up to 4 calendar days >in case of a delay of 50 % of the standard provision price(2) more than 4 up to 8 calendar days >in case of a delay of 100 % of the standard provision price(2) more than 8 calendar days 2.2 express service, per action, per 2 Mbit/s-connection > in case of a delay of up to 2 hours 30 % of the price for express service > in case of a delay of more than 2 up to 4 hours 50 % of the price for express service > in case of a delay of more than 4 up to 8 hours 75 % of the price for express service > in case of a delay of more than 8 hours 100 % of the price for express service - -----------------------------------------------------------------------------------------------------------------------
(1) standard price for permission to use = price for the permission to use one ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63 Mbit/s" within the standard catchment area with a length of 15 km (intra-building-section, inter-building-section (consisting exclusively of one connection line) and permission to use one ZZK7, see 1.8.2 current nos. 2.1, 2.2, 2.3) (2) Partial price for permission to use = 1/16 / 1/21 / 1/63 of the price for the permission to use one ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63 Mbit/s" within the standard catchment area with a length of 15 km (intra-building-section, inter-building-section (consisting exclusively of one connection line) and permission to use one ZZK7, see 1.8.2 current nos. 2.1, 2.2, 2.3). Page 63 Interconnection Contract with FirstMark Confidential 1.9.5 Cancellation fees according to ANNEX B - ORDER/PROVISION 1.9.5.1 In case of a cancellation before a binding provision date has been agreed FirstMark shall pay a flat rate amounting to DM 800.01 (EUR 409.04) per 2 Mbit/s-connection provided that no conditions for a cancellation free of charge prevail. 1.9.5.2 In correspondence with the provision periods listed in ANNEX B - ORDER/PROVISION the following cancellation fees apply: case A): provision period of 12 months In case of a cancellation of the order within the period of 12 months before the binding provision date FirstMark shall pay for the cancelled ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with two-way-routing" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 360 - 240 10 % 5 % - -------------------------------------------------------------------------------- B 239 - 120 25 % 12.5 % - -------------------------------------------------------------------------------- C 119 - 60 50 % 25 % - -------------------------------------------------------------------------------- D 59 - 0 80 % 40 % - -------------------------------------------------------------------------------- Case B): provision period of 6 months In case of a cancellation of the order within the period of 6 months before the binding provision date FirstMark shall pay for the cancelled ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with two-way-routing" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 180 - 120 10 % 5 % - -------------------------------------------------------------------------------- B 119 - 90 25 % 12.5 % - -------------------------------------------------------------------------------- C 89 - 30 50 % 25 % - -------------------------------------------------------------------------------- D 29 - 0 80 % 40 % - -------------------------------------------------------------------------------- Page 64 Interconnection Contract with FirstMark Confidential Case C): provision period of 3 months In case of a cancellation of the order within the period of 3 months before the binding provision date FirstMark shall pay for the cancelled ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with two-way-routing" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 90 - 60 10 % 5 % - -------------------------------------------------------------------------------- B 59 - 450 25 % 10 % - -------------------------------------------------------------------------------- C 44 - 15 50 % 20 % - -------------------------------------------------------------------------------- D 14 - 0 80 % 30 % - -------------------------------------------------------------------------------- 1.9.5.3 In case an ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with two-way-routing" is cancelled due to circumstances for which Telekom is responsible, e.g. because Telekom altered agreed plans no cancellation fee shall be charged. 1.9.6 For the inter-building section shall apply the discount on the price for the rental period and the discount on turnover price for CFV 16xT2MS. / 21xT2MS / 63xT2MS. Page 65 Interconnection Contract with FirstMark Confidential 1.10 INTERCONNECTION JUNCTIONS "CUSTOMER SITED 16X2 MBIT/S WITH DOUBLE SUPPORT"/ "CUSTOMER SITED 21X2 MBIT/S WITH DOUBLE SUPPORT"/ "CUSTOMER SITED 63X2 MBIT/S WITH DOUBLE SUPPORT" 1.10.1 Price structure 1.10.1.1 For being provided with and being granted permission to use an ICAs "customer sited 16x2 Mbit/s with double support" / "customer sited 21x2 Mbit/s with double support" / "customer sited 63x2 Mbit/s with double support" FirstMark shall pay per connection a non-recurrent price for provision and an annual price for the permission to use according to item 1.10.2. The price for provision shall be paid in advance. 1.10.1.2 For the inter-building-section shall apply the current prices for permanent carrier connections CFV 16xT2MS / 21x2MS / 63xT2MS. 1.10.1.3 For the permission to use the central signalling channels (ZZK7) shall be paid a price for permission to use per ZZK7 according to item 1.10.2. 1.10.1.4 At the end of each calendar year Telekom shall refund to FirstMark part of the price for provision (intra building section, inter building section) and of the price for permission to use (intra building section, inter building section and permission to use a ZZK7) corresponding to the ratio of the generated minutes to be paid by the contracting parties at this location of interconnection. A refunding for the inter building section by Telekom shall be acceptable only up to a length of 20 km maximum. 1.10.1.5 In case FirstMark requests a special execution of the ICAs "customer sited 16x2 Mbit/s with double support" / "customer sited 21x2 Mbit/s with double support" / "customer sited 63x2 Mbit/s with double support" that deviates from the standard execution Telekom shall charge the additional costs separately according to item 1.10.3. 1.10.1.6 FirstMark shall be charged the costs for re-positioning, exchanging or altering the interconnection facility and for laying the terminal line as requested by FirstMark shall be charged according to item 1.10.3. 1.10.1.7 Standard debugging shall be paid with the price for provision to be paid for the ICAs "customer sited 16x2 Mbit/s with double support" / "customer sited 21x2 Mbit/s with double support" / "customer sited 63x2 Mbit/s with double support". Page 66 Interconnection Contract with FirstMark Confidential 1.10.1.8 FirstMark shall be charged the costs for measures in the telephone network of Telekom which may be required for implementing the first interconnection and/or altering the interconnection according to items 1.10.2 and 1.10.3. 1.10.1.9 In case Telekom finds that it is not responsible for the malfunction that was reported by FirstMark Telekom shall charge FirstMark for the relevant costs according to item 1.10.3. 1.10.1.10 In case Telekom does not keep the deadline for supplying the facilities of doe not supply the facilities within the agreed period Telekom shall pay a penalty according to item 1.10.4 except in case FirstMark is responsible for the delay. 1.10.1.11 The prices which are measured according to expenses shall be calculated on the basis of the price list "Other services of the AGB (Standard form contract conditions) of the Telekom". 1.10.1.12 Cancellation fees shall be charged according to item 1.10.5. Page 67 Interconnection Contract with FirstMark Confidential 1.10.2 Price list
- ------------------------------------------------------------------------------------------------------------------------- CURRENT SERVICE PRICE NO. DM (EUR) WITHOUT VAT - ------------------------------------------------------------------------------------------------------------------------- 1 PROVISION 1.1 Installation of the intra building section, 5,120.00 (2,617.81) per ICAs 16x2 Mbit/s 6,720.00 (3,435.88) 21x2 Mbit/s 20.160.00 (10,307.64) 63x2 Mbit/s 1.2 implementation of the first interconnection 1.2.1 Installing the routing definition for TNB-identification with 114.00 (58.29)/concerned VE simultaneous installation of the VNB- and TNB-identification 95.00 (48.57)/ concerned VE 1.2.2 installing the routing definition for the VNB-identification for 114.00 (58.29)/concerned VE the concerned catchment areas 1.2.3 installing special announcements 95.00 (48.57)/concerned VE 1.2.4 installing the routing definition for the value added service of 114.00 (58.29)/Concerned VE FirstMark (e.g. Telekom-O.5, etc.) 1.2.5 installing the traffic registration 210.00 (107.37)/network interworking 1.3 installing the inter building section, provision price f. per ICAs 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s CFV 16xT2MS / 21xT2MS / 63xT2MS 2 PERMISSION TO USE 2.1 intra building section, annually, per ICAs per ICAs 16x2 Mbit/s 24,800.00 (12,680.04) 21x2 Mbit/s 32,550.00 (16,642.55) 63x2 Mbit/s 97,650.00 (49,927.65) 2.2 inter building section, annually, per ICAs 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s price for permission to use f. CFV 16xT2MS / 21xT2MS / 63xT2MS 2.3 permission to use one ZZK7, annually 508.00 (259.74) - -------------------------------------------------------------------------------------------------------------------------
Page 68 Interconnection Contract with FirstMark Confidential 1.10.3 Additional prices
- ------------------------------------------------------------------------------------------------------------------------- CURRENT NO. SERVICE PRICE DM (EUR) WITHOUT VAT - ------------------------------------------------------------------------------------------------------------------------- 1 SPECIAL CONSTRUCTION additional costs in comparison to standard installation based upon expenses 2 RE-POSITIONING, EXCHANGING OR ALTERING THE INTERCONNECTION FACILITY AND LAYING THE TERMINATION LINE price for travelling and work services which are provided for based upon expenses re-positioning, exchanging and/or altering the termination equipment of the inter-building-section, per 2 Mbit/s-connection 3 MEASURES IN THE TELEPHONE NETWORK OF THE TELEKOM 3.1 alteration of the interconnection 3.1.1 alteration of the interconnection at existing locations of interconnection 3.1.1.1 alteration of the routing definition by altering the EZB 114.00 (58.29)/concerned VE (catchment areas) 3.1.1.2 altering the bunch splitting 95.00 (48.57)/ICAs 3.1.1.3 isolation/cancelling additional interconnection services at the 95.00 (48.57)/network interworking network interworking (Telekom-B.1, O.1, O.2, O.3, O.4, etc.) 3.1.1.4 establishing/cancelling the routing definition for the value 114.00 (58.29)/concerned VE added service of FirstMark (e.g. Telekom-O.5, etc.) 3.1.1.5 establishing new/cancelling the routing definition for the TNB 114.00 (58.29)/concerned VE with simultaneous establishing of the VNB- and 95.00 (48.57)/concerned VE TNB-identification 3.1.1.6 establishing of new/cancelling of routing definition for the VNB 114.00 (58.29)/concerned VE 3.1.2 Extending the interconnection by further locations of interconnection 3.1.2.1 establishing the routing definition for the TNB-identification 114.00 (58.29)/concerned VE with simultaneous establishment of the VNB- and TNB-identification for the concerned catchment areas 95.00 (48.57)/concerned VE 3.1.2.2 establishing the routing definition for the VNB-identification 114.00 (58.29)/concerned VE 3.1.2.3 establishing special announcements 95.00 (48.57)/concerned VE 3.1.2.4 establishing the routing definition for the value added service 114.00 (58.29)/concerned VE of FirstMark (e.g. Telekom-O.5 etc.) 3.1.2.5 establishing traffic registration 210.00 (107.37)/network interworking 4 DEBUGGING with malfunction outside the sphere of responsibility based on expenses of Telekom, per action, per 2 Mbit/s-connection - -------------------------------------------------------------------------------------------------------------------------
Page 69 Interconnection Contract with FirstMark Confidential 1.10.4. Penalties
- ----------------------------------------------------------------------------------------------------------------------- CURRENT NO. ITEM AMOUNT - ----------------------------------------------------------------------------------------------------------------------- 1 NON-FULFILMENT OF A PROMISED DEADLINE OR AN AGREED PERIOD FOR PROVISION per ICAs 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s >in case of a delay of 6 up to 10 calendar days 10 % of the standard provision price(1) >in case of a delay of 25 % of the standard provision price(1) more than 10 up to 15 calendar days >in case of a delay of 50 % of the standard provision price(1) more than 15 up to 20 calendar days >in case of a delay of 100 % of the standard provision price(1) more than 20 calendar days 2 EXCEEDING A PROMISED DEBUGGING DEADLINE per action, per 2 Mbit/s-connection > in case of a delay of up to 2 calendar days 10 % of the standard provision price(2) >in case of a delay of 25 % of the standard provision price(2) more than 2 up to 4 calendar days >in case of a delay of 50 % of the standard provision price(2) more than 4 up to 8 calendar days >in case of a delay of 100 % of the standard provision price(2) more than 8 calendar days - -----------------------------------------------------------------------------------------------------------------------
(1) standard price for permission to use = price for the permission to use one ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63 Mbit/s" within the standard catchment area with a length of 15 km (intra-building-section, inter-building-section (consisting exclusively of one connection line) and permission to use one ZZK7, see 1.8.2 current nos. 2.1, 2.2, 2.3) (2) Partial price for permission to use = 1/16 / 1/21 / 1/63 of the price for the permission to use one ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63 Mbit/s" within the standard catchment area with a length of 15 km (intra-building-section, inter-building-section (consisting exclusively of one connection line) and permission to use one ZZK7, see 1.8.2 current nos. 2.1, 2.2, 2.3). Page 70 Interconnection Contract with FirstMark Confidential 1.10.5 Cancellation fees according to ANNEX B - ORDER/PROVISION 1.10.5.1 In case of a cancellation before a binding provision date has been agreed FirstMark shall pay a flat rate amounting to DM 800.01 (EUR 409.04) per 2 Mbit/s-connection provided that no conditions for a cancellation free of charge prevail. 1.10.5.2 In correspondence with the provision periods listed in ANNEX B - ORDER/PROVISION the following cancellation fees apply: case A): provision period of 12 months In case of a cancellation of the order within the period of 12 months before the binding provision date FirstMark shall pay for the cancelled ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 360 - 240 10 % 5 % - -------------------------------------------------------------------------------- B 239 - 120 25 % 12.5 % - -------------------------------------------------------------------------------- C 119 - 60 50 % 25 % - -------------------------------------------------------------------------------- D 59 - 0 80 % 40 % - -------------------------------------------------------------------------------- Case B): provision period of 6 months In case of a cancellation of the order within the period of 6 months before the binding provision date FirstMark shall pay for the cancelled ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 180 - 120 10 % 5 % - -------------------------------------------------------------------------------- B 119 - 90 25 % 12.5 % - -------------------------------------------------------------------------------- C 89 - 30 50 % 25 % - -------------------------------------------------------------------------------- D 29 - 0 80 % 40 % - -------------------------------------------------------------------------------- Page 71 Interconnection Contract with FirstMark Confidential Case C): provision period of 3 months In case of a cancellation of the order within the period of 3 months before the binding provision date FirstMark shall pay for the cancelled ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s double support" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 90 - 60 10 % 5 % - -------------------------------------------------------------------------------- B 59 - 450 25 % 10 % - -------------------------------------------------------------------------------- C 44 - 15 50 % 20 % - -------------------------------------------------------------------------------- D 14 - 0 80 % 30 % - -------------------------------------------------------------------------------- 1.10.5.3 In case an ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support" is cancelled due to circumstances for which Telekom is responsible, e.g. because Telekom altered agreed plans no cancellation fee shall be charged. 1.10.6 For the inter-building section shall apply the discount on the price for the rental period and the discount on turnover price for CFV 16xT2MS. / 21xT2MS / 63xT2MS. Page 72 Interconnection Contract with FirstMark Confidential 1.11 INTERCONNECTION JUNCTIONS "CUSTOMER SITED 16X2 MBIT/S WITH DOUBLE SUPPORT AND TWO-WAY-ROUTING"/ "CUSTOMER SITED 21X2 MBIT/S WITH DOUBLE SUPPORT AND TWO-WAY-ROUTING"/ "CUSTOMER SITED 63X2 MBIT/S WITH DOUBLE SUPPORT AND TWO-WAY-ROUTING" 1.11.1 Price structure 1.11.1.1 For being provided with and being granted permission to use an ICAs "customer sited 16x2 Mbit/s with double support and two-way-routing" / "customer sited 21x2 Mbit/s with double support and two-way-routing" / "customer sited 63x2 Mbit/s with double support and two-way-routing" FirstMark shall pay per connection a non-recurrent price for provision and an annual price for the permission to use according to item 1.11.2. The price for provision shall be paid in advance. 1.11.1.2 For the permission to use the central signalling channels (ZZK7) shall be paid a price for permission to use per ZZK7 according to item 1.11.2. 1.11.1.3 At the end of each calendar year Telekom shall refund to FirstMark part of the price for provision (intra building section, inter building section) and of the price for permission to use (intra building section, inter building section and permission to use a ZZK7) corresponding to the ratio of the generated minutes to be paid by the contracting parties at this location of interconnection. A refunding for the inter building section by Telekom shall be acceptable only up to a length of 20 km maximum. 1.11.1.4 For the inter-building section shall apply the current prices for permanent carrier connections 16xT2MS. / 21xT2MS / 63xT2MS by factor 1.15. 1.11.1.5 In case the implementation of the second way requires the installation of a supplementary unit Telekom shall charge FirstMark for the additional costs incurred by the building of the supplementary unit according to item 1.11.2. 1.11.1.6 In case FirstMark requests a special execution of the ICAs "customer sited 16x2 Mbit/s with double support and two-way-routing" / "customer sited 21x2 Mbit/s with double support and two-way-routing" / "customer sited 63x2 Mbit/s with double support and two-way-routing" that deviates from the standard execution Telekom shall charge the additional costs separately according to item 1.11.3. 1.11.1.7 FirstMark shall be charged the costs for re-positioning, exchanging or altering the interconnection facility and for laying the terminal line as requested by FirstMark shall be charged according to item 1.11.3. Page 73 Interconnection Contract with FirstMark Confidential 1.11.1.8 Standard debugging shall be paid with the price for provision to be paid for the ICAs "customer sited 16x2 Mbit/s with double support and two-way-routing" / "customer sited 21x2 Mbit/s with double support and two-way-routing" / "customer sited 63x2 Mbit/s with double support and two-way-routing". For express debugging shall be charged an annual amount according to item 1.11.3 per 2 Mbit/s connection. 1.11.1.9 FirstMark shall be charged the costs for measures in the telephone network of Telekom which may be required for implementing the first interconnection and/or altering the interconnection according to items 1.11.2 and 1.11.3. 1.11.1.10 In case Telekom finds that it is not responsible for the malfunction that was reported by FirstMark Telekom shall charge FirstMark for the relevant costs according to item 1.11.3. 1.11.1.11 In case Telekom does not keep the deadline for supplying the facilities of doe not supply the facilities within the agreed period Telekom shall pay a penalty according to item 1.11.4 except in case FirstMark is responsible for the delay. 1.11.1.12 The prices which are measured according to expenses shall be calculated on the basis of the price list "Other services of the AGB (Standard form contract conditions) of the Telekom". 1.11.1.13 Cancellation fees shall be charged according to item 1.11.5. Page 74 Interconnection Contract with FirstMark Confidential 1.11.2 Price list
- ------------------------------------------------------------------------------------------------------------------------- CURRENT SERVICE PRICE NO. DM (EUR) WITHOUT VAT - ------------------------------------------------------------------------------------------------------------------------- 1 PROVISION 1.1 Installation of the intra building section, 5,120.00 (2,617.81) per ICAs 16x2 Mbit/s 6,720.00 (3,435.88) 21x2 Mbit/s 20.160.00 (10,307.64) 63x2 Mbit/s 1.2 implementation of the first interconnection 1.2.1 Installing the routing definition for TNB-identification with 114.00 (58.29)/concerned VE simultaneous installation of the VNB- and TNB-identification 95.00 (48.57)/ concerned VE 1.2.2 installing the routing definition for the VNB-identification for 114.00 (58.29)/concerned VE the concerned catchment areas 1.2.3 installing special announcements 95.00 (48.57)/concerned VE 1.2.4 installing the routing definition for the value added service of 114.00 (58.29)/Concerned VE FirstMark (e.g. Telekom-O.5, etc.) 1.2.5 installing the traffic registration 210.00 (107.37)/network interworking 1.3 installing the inter building section, provision price f. per ICAs 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s CFV 16xT2MS / 21xT2MS / 63xT2MS 2 PERMISSION TO USE 2.1 intra building section, annually, per ICAs per ICAs 16x2 Mbit/s 24,800.00 (12,680.04) 21x2 Mbit/s 32,550.00 (16,642.55) 63x2 Mbit/s 97,650.00 (49,927.65) 2.2 inter building section, annually, per ICAs 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s 1.15 x price for permission to use f. CFV 16xT2MS / 21xT2MS / 63xT2MS 2.2.1 additional costs for supplementar unit based upon expenses 2.3 permission to use one ZZK7, annually 508.00 (259.74) - -------------------------------------------------------------------------------------------------------------------------
Page 75 Interconnection Contract with FirstMark Confidential 1.11.3 Additional prices
- ------------------------------------------------------------------------------------------------------------------------- CURRENT NO. SERVICE PRICE DM (EUR) WITHOUT VAT - ------------------------------------------------------------------------------------------------------------------------- 1 SPECIAL CONSTRUCTION additional costs in comparison to standard installation based upon expenses 2 RE-POSITIONING, EXCHANGING OR ALTERING THE INTERCONNECTION FACILITY AND LAYING THE TERMINATION LINE price for travelling and work services which are provided for based upon expenses re-positioning, exchanging and/or altering the termination equipment of the inter-building-section, per 2 Mbit/s-connection 3 MEASURES IN THE TELEPHONE NETWORK OF THE TELEKOM 3.1 alteration of the interconnection 3.1.1 alteration of the interconnection at existing locations of interconnection 3.1.1.1 alteration of the routing definition by altering the EZB 114.00 (58.29)/concerned VE (catchment areas) 3.1.1.2 altering the bunch splitting 95.00 (48.57)/ICAs 3.1.1.3 isolation/cancelling additional interconnection services at the 95.00 (48.57)/network interworking network interworking (Telekom-B.1, O.1, O.2, O.3, O.4, etc.) 3.1.1.4 establishing/cancelling the routing definition for the value 114.00 (58.29)/concerned VE added service of FirstMark (e.g. Telekom-O.5, etc.) 3.1.1.5 establishing new/cancelling the routing definition for the TNB 114.00 (58.29)/concerned VE with simultaneous establishing of the VNB- and 95.00 (48.57)/concerned VE TNB-identification 3.1.1.6 establishing of new/cancelling of routing definition for the VNB 114.00 (58.29)/concerned VE 3.1.2 Extending the interconnection by further locations of interconnection 3.1.2.1 establishing the routing definition for the TNB-identification 114.00 (58.29)/concerned VE with simultaneous establishment of the VNB- and TNB-identification for the concerned catchment areas 95.00 (48.57)/concerned VE 3.1.2.2 establishing the routing definition for the VNB-identification 114.00 (58.29)/concerned VE 3.1.2.3 establishing special announcements 95.00 (48.57)/concerned VE 3.1.2.4 establishing the routing definition for the value added service 114.00 (58.29)/concerned VE of FirstMark (e.g. Telekom-O.5 etc.) 3.1.2.5 establishing traffic registration 210.00 (107.37)/network interworking 4 EXPRESS DEBUGGING, annually, per 2 Mbit/s-connection 2,330.00 (1,191.31) 5 DEBUGGING with malfunction outside the sphere of responsibility based on expenses of Telekom, per action, per 2 Mbit/s-connection - -------------------------------------------------------------------------------------------------------------------------
Page 76 Interconnection Contract with FirstMark Confidential 1.11.4. Penalties
- ----------------------------------------------------------------------------------------------------------------------- CURRENT NO. ITEM AMOUNT - ----------------------------------------------------------------------------------------------------------------------- 1 NON-FULFILMENT OF A PROMISED DEADLINE OR AN AGREED PERIOD FOR PROVISION per ICAs 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s >in case of a delay of 6 up to 10 calendar days 10 % of the standard provision price(1) >in case of a delay of 25 % of the standard provision price(1) more than 10 up to 15 calendar days >in case of a delay of 50 % of the standard provision price(1) more than 15 up to 20 calendar days >in case of a delay of 100 % of the standard provision price(1) more than 20 calendar days 2 EXCEEDING A PROMISED DEBUGGING DEADLINE 2.1 standard debugging, per action, per 2 Mbit/s-connection > in case of a delay of up to 2 calendar days 10 % of the standard provision price(2) >in case of a delay of 25 % of the standard provision price(2) more than 2 up to 4 calendar days >in case of a delay of 50 % of the standard provision price(2) more than 4 up to 8 calendar days >in case of a delay of 100 % of the standard provision price(2) more than 8 calendar days 2.2 express service, per action, per 2 Mbit/s-connection > in case of a delay of up to 2 hours 30 % of the price for express service > in case of a delay of more than 2 up to 4 hours 50 % of the price for express service > in case of a delay of more than 4 up to 8 hours 75 % of the price for express service > in case of a delay of more than 8 hours 100 % of the price for express service - -----------------------------------------------------------------------------------------------------------------------
(1) standard price for permission to use = price for the permission to use one ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63 Mbit/s" within the standard catchment area with a length of 15 km (intra-building-section, inter-building-section (consisting exclusively of one connection line) and permission to use one ZZK7, see 1.8.2 current nos. 2.1, 2.2, 2.3) (2) Partial price for permission to use = 1/16 / 1/21 / 1/63 of the price for the permission to use one ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63 Mbit/s" within the standard catchment area with a length of 15 km (intra-building-section, inter-building-section (consisting exclusively of one connection line) and permission to use one ZZK7, see 1.8.2 current nos. 2.1, 2.2, 2.3). Page 77 Interconnection Contract with FirstMark Confidential 1.11.5 Cancellation fees according to ANNEX B - ORDER/PROVISION 1.115.1 In case of a cancellation before a binding provision date has been agreed FirstMark shall pay a flat rate amounting to DM 800.01 (EUR 409.04) per 2 Mbit/s-connection provided that no conditions for a cancellation free of charge prevail. 1.11.5.2 In correspondence with the provision periods listed in ANNEX B - ORDER/PROVISION the following cancellation fees apply: case A): provision period of 12 months In case of a cancellation of the order within the period of 12 months before the binding provision date FirstMark shall pay for the cancelled ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support and two-way-routing" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 360 - 240 10 % 5 % - -------------------------------------------------------------------------------- B 239 - 120 25 % 12.5 % - -------------------------------------------------------------------------------- C 119 - 60 50 % 25 % - -------------------------------------------------------------------------------- D 59 - 0 80 % 40 % - -------------------------------------------------------------------------------- Case B): provision period of 6 months In case of a cancellation of the order within the period of 6 months before the binding provision date FirstMark shall pay for the cancelled ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support and two-way-routing" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 180 - 120 10 % 5 % - -------------------------------------------------------------------------------- B 119 - 90 25 % 12.5 % - -------------------------------------------------------------------------------- C 89 - 30 50 % 25 % - -------------------------------------------------------------------------------- D 29 - 0 80 % 40 % - -------------------------------------------------------------------------------- Page 78 Interconnection Contract with FirstMark Confidential Case C): provision period of 3 months In case of a cancellation of the order within the period of 3 months before the binding provision date FirstMark shall pay for the cancelled ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support and two-way-routing" the following cancellation fees: - -------------------------------------------------------------------------------- period time before binding cancellation fee of provision (calendar --------------------------------------- days) provision price price for permission to use - -------------------------------------------------------------------------------- A 90 - 60 10 % 5 % - -------------------------------------------------------------------------------- B 59 - 450 25 % 10 % - -------------------------------------------------------------------------------- C 44 - 15 50 % 20 % - -------------------------------------------------------------------------------- D 14 - 0 80 % 30 % - -------------------------------------------------------------------------------- 1.11.5.3 In case an ICAs "customer sited 16x2 Mbit/s / 21x2 Mbit/s / 63x2 Mbit/s with double support and two-way-routing" is cancelled due to circumstances for which Telekom is responsible, e.g. because Telekom altered agreed plans no cancellation fee shall be charged. 1.11.6 For the inter-building section shall apply the discount on the price for the rental period and the discount on turnover price for CFV 16xT2MS. / 21xT2MS / 63xT2MS. Page 79 Interconnection Contract with FirstMark Confidential 2 HEDGING THE BUSINESS RISK OF TELEKOM (MINIMUM TRAFFIC GUARANTY) For the case that approval is granted for charging a fee for hedging the business risk of Telekom (minimum traffic guaranty) the contracting partners agree that the fees stipulated in this approval shall be applied as of the date of the coming into effect and to the extent of the approval for charging fees also in this contractual relationship. Page 80 Interconnection Contract with FirstMark Confidential 3 CANCELLING TEST WINDOWS In case a confirmed test window is cancelled within a period of 8 weeks before the beginning of the test window the following cancellation fee shall be paid: The following cancellation fees shall be charged depending upon the duration of the confirmed test window: For the duration of one week DM 10,780.00 (EUR 5,512.00); two weeks DM 21,560.00 (EUR 11,023.00) three weeks DM 32,340.00 (EUR 16,535.00) four weeks DM 43,120.00 (EUR 22,047.00) In this case FirstMark shall further bear in deviation from ANNEX C - TEST, item 3.2.1.4 all costs that were incurred in connection with the provision of the test line. Page 81 Interconnection Contract with FirstMark Confidential PART 2 PRICES CHARGED FOR THE SERVICE PORTFOLIO OF THE TELEKOM Page V Interconnection Contract with FirstMark Confidential LIST OF CONTENTS Service Telekom-B.1 Connections into the national telephone network of Telekom from the telephone network of FirstMark Service Telekom-B.2 Connections from the national telephone network of Telekom to FirstMark as connection network operator Service Telekom-O.1 Connections through the telephone network of Telekom to foreign telephone networks Service Telekom-O.2 Connections through the national telephone network of Telekom to other national terrestrial networks Service Telekom-O.3 Connections through the telephone network of Telekom to the national mobile telephone networks Service Telekom-O.4 Connections to Inmarsat connections Service Telekom-O.5 Connections to free phone service of FirstMark under the service identification 0800 or 0130 Service Telekom-O.6 Connections to the Shared Cost Service 0180 of Telekom and to the Shared Cost Service 0180 of other Network Operators Service Telekom-O.7 Connections to the T-Vote Call of Telekom Service Telekom-O.10 Connections to Iridium and EMSAT connection Service Telekom-O.11 Connections to the Service 0700 of Telekom and to the Service 0700 of other Network Operators Service Telekom-O.12 Connections into the online service of FirstMark under the access identification number 019xx Service Telekom-O.13 Connections from foreign telephone networks to the International Freephone Service / Universal International Freephone Service (UIFS) of ICP Service Telekom-Z.1 Connections to the emergency enquiries (agreed between FirstMark and the emergency call bodies) Service Telekom-Z.3 Connections to information service of Telekom Service Telekom-Z.4 Connections to the service 0190 1-9 of Telekom - in the online billing process - Page VI Interconnection Contract with FirstMark Confidential Service Telekom-Z.5 Connections to mobile call services Service Telekom-Z.6 Connections to the Call Centre of the EXPO of the Telekom Service Telekom-Z.7 Connections from the national telephone network of Telekom to the Information Service of FirstMark under the Service Identification Number 118xy - in the online billing process - Service Telekom-Z.8 Connections to the Information Link Berlin-Bonn of Telekom Page VII Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-B.1 CONNECTIONS INTO THE NATIONAL TELEPHONE NETWORK OF TELEKOM FROM THE TELEPHONE NETWORK OF FIRSTMARK VALID FROM 01/01/2000 TO 29/02/2000 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection(1) and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to Telekom (location of interconnection) and the distance measuring point of the local network area at which the connections are timed. The tariff areas are determined as follows: Allotted to the TARIFF AREA I are: connections which are timed for telephone connections in the telephone network of Telekom in the local network area in which the connections are transferred. Connections which are timed for telephone connections in the telephone network of Telekom in the local network area which border directly on the local network area in which the connections are transferred. Connections which are timed for telephone connections in the telephone network of Telekom in the local network areas which are at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are timed for telephone connections in the telephone network of Telekom in the local network area which area at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are timed for telephone connections in the telephone network of Telekom in the local network area which are at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. - ---------- (1) Is applicable correspondingly: on the basis of regulation decisions on inter-connection tariffs there is no separate tariff for establishment of the connection. Telekom reserves the right to set up a separate tariff for the establishment of connection as soon as this is for inter-connection tariffs through court decision or a deviating regulation decision on inter-connection tariffs. Page 1 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA IV are: connections which are timed for telephone connections in the telephone network of Telekom in the local network area which have a tariff distance of more than 200 km from the local network area in which the connections are transferred. 1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: STANDARD TARIFF The standard tariff is applied in the time from 9 a.m. to 9 p.m. OFF-PEAK TARIFF The off-peak tariff is applied in the time from 9 p.m. to 9 a.m. 2 PRICE On account of regulation decisions, the following determined prices will be applied first of all provisionally for this termination service for the establishment of the connection and maintenance of a connection: TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0197 DM/minute 0.0124 DM/minute (0.01007 EUR/minute) (0.00634 EUR/minute) II 0.0336 DM/minute 0.0202 DM/minute (0.01718 EUR/minute) (0.01033 EUR/minute) III 0.0425 DM/minute 0.0235 DM/minute (0.02173 EUR/minute) (0.01202 EUR/minute) IV 0.0514 DM/minute 0.0316 DM/minute (0.02628 EUR/minute) (0.01616 EUR/minute) The invoices for the service Telekom-B.1 for the months January 2000 and February 2000 will be cancelled retroactively and the charges from April 2000 invoiced on the basis of the following charges retroactively. Telekom will pay FirstMark the respective difference. TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0149 DM/minute 0.0094 DM/minute (0.0076 EUR/minute) (0.0048 EUR/minute) II 0.0254 DM/minute 0.0153 DM/minute (0.0130 EUR/minute) (0.0078 EUR/minute) III 0.0321 DM/minute 0.0178 DM/minute (0.0164 EUR/minute) (0.0091 EUR/minute) IV 0.0388 DM/minute 0.0239 DM/minute (0.0199 EUR/minute) (0.0122 EUR/minute) Page 2 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-B.1 CONNECTIONS INTO THE NATIONAL TELEPHONE NETWORK OF TELEKOM FROM THE TELEPHONE NETWORK OF FIRSTMARK VALID FROM 01/03/2000 TO 31/01/2001 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection(1) and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to Telekom (location of interconnection) and the distance measuring point of the local network area at which the connections are timed. The tariff areas are determined as follows: Allotted to the TARIFF AREA I are: connections which are timed for telephone connections in the telephone network of Telekom in the local network area in which the connections are transferred. Connections which are timed for telephone connections in the telephone network of Telekom in the local network area which border directly on the local network area in which the connections are transferred. Connections which are timed for telephone connections in the telephone network of Telekom in the local network areas which are at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are timed for telephone connections in the telephone network of Telekom in the local network area which area at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are timed for telephone connections in the telephone network of Telekom in the local network area which are at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. - ---------- (1) Is applicable correspondingly: on the basis of regulation decisions on inter-connection tariffs there is no separate tariff for establishment of the connection. Telekom reserves the right to set up a separate tariff for the establishment of connection as soon as this is for inter-connection tariffs through court decision or a deviating regulation decision on inter-connection tariffs. Page 3 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA IV are: connections which are timed for telephone connections in the telephone network of Telekom in the local network area which have a tariff distance of more than 200 km from the local network area in which the connections are transferred. 1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. 2 PRICE On account of regulation decisions, the following determined prices will be applied first of all provisionally for this termination service for the establishment of the connection and maintenance of a connection: TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0171 DM/minute 0.0108 DM/minute (0.0088 EUR/minute) (0.0055 EUR/minute)(1) II 0.0292 DM/minute 0.0175 DM/minute (0.0149 EUR/minute) (0.0090 EUR/minute) III 0.0369 DM/minute 0.0204 DM/minute (0.0189 EUR/minute) (0.0104 EUR/minute) IV 0.0447 DM/minute 0.0275 DM/minute (0.0228 EUR/minute) (0.0140 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 4 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-B.2 CONNECTIONS FROM THE NATIONAL TELEPHONE NETWORK OF TELEKOM TO FIRSTMARK AS CONNECTION NETWORK OPERATOR VALID FROM 01/01/2000 TO 29/02/2000 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which connections are established (locations of interconnection) and the distance measuring point of the local network area at which the connections are transferred to First Mark. The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are established in the telephone network of Telekom in the local network area in which the connections are transferred. Connections which are established in the telephone network of Telekom in local network areas which border directly on the local network area in which the connections are transferred. Connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Page 1 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA IV are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of more than 200 km from the local network area in which the connections are transferred. In exceptional cases, the tariff distance of the local network area in which the connections are established to the local network area in which the connections are transferred to FirstMark (location of interconnection) can be greater than the tariff distance to another location of interconnection with FirstMark. In this case, the tariff area with the tariff distance to the local network of the closest location of interconnection with FirstMark is applied. 1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: STANDARD TARIFF The standard tariff is applied in the time from 9 a.m. to 9 p.m. OFF-PEAK TARIFF The off-peak tariff is applied in the time from 9 p.m. to 9 a.m. 2 PRICE For the establishment of the connection and the maintenance of the connection, the prices determined by regulation decisions will be applied provisionally for this feed service first of all as downpayment:. TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0197 DM/minute 0.0124 DM/minute (0.01007 EUR/minute) (0.00634 EUR/minute) II 0.0336 DM/minute 0.0202 DM/minute (0.01718 EUR/minute) (0.01033 EUR/minute) III 0.0425 DM/minute 0.0235 DM/minute (0.02173 EUR/minute) (0.01202 EUR/minute) IV 0.0514 DM/minute 0.0316 DM/minute (0.02628 EUR/minute) (0.01616 EUR/minute) Page 2 Interconnection Contract with FirstMark Confidential The invoices for the service Telekom-B.2 for the months January 2000 and February 2000 will be cancelled retroactively and the charges from April 2000 invoiced on the basis of the following charges retroactively. Telekom will pay FirstMark the respective difference. TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0149 DM/minute 0.0094 DM/minute (0.0076 EUR/minute) (0.0048 EUR/minute) II 0.0254 DM/minute 0.0153 DM/minute (0.0130 EUR/minute) (0.0078 EUR/minute) III 0.0321 DM/minute 0.0178 DM/minute (0.0164 EUR/minute) (0.0091 EUR/minute) IV 0.0388 DM/minute 0.0239 DM/minute (0.0199 EUR/minute) (0.0122 EUR/minute) On account of regulation decisions concerning interconnection tariffs, Telekom will invoice connection charges with which also the establishment of connection service for unsuccessful connections ("ringing" and "engaged") are covered. It is assumed here that in at least 60% of the cases in which the establishment of connection was successful the connection is also successful and that the contract partner can be invoiced for a connection charge. Against this background, the following is agreed for service B.2. If in more than 50% of the cases in which the establishment of connection was successful (the gateway system of the contract partner is reached), a charge cannot be invoiced through lack of a successful connection and this lies within the sphere of responsibility of the other contract partner (e.g. rejection of connections or lack of network transmittance), the other contract partner is obliged to take without delay all measures so that the assumed relationship of successful establishment of connection services to successful connections is complied with. If the assumed relationship of successful establishment of connection services to successful connections is not created within one month of written demand by the other contract partner, a contract penalty of 10 000 DM (5 112.92 EUR) will be due. If the stated relationship has not been created within a further month, a further contract penalty amounting to 50 000 DM (25,564.59 EUR) will be due. In this case Telekom will no longer be obliged to maintain the quality agreed in the ENCLOSURE E - QUALITY and is entitled to take restrictive traffic measures. Page 3 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-B.2 CONNECTIONS INTO THE NATIONAL TELEPHONE NETWORK OF TELEKOM FROM THE TELEPHONE NETWORK OF FIRSTMARK VALID FROM 01/03/2000 TO 31/01/2001 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which connections are established (locations of interconnection) and the distance measuring point of the local network area at which the connections are transferred to First Mark. The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are established in the telephone network of Telekom in the local network area in which the connections are transferred. Connections which are established in the telephone network of Telekom in local network areas which border directly on the local network area in which the connections are transferred. Connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Page 4 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA IV are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of more than 200 km from the local network area in which the connections are transferred. In exceptional cases, the tariff distance of the local network area in which the connections are established to the local network area in which the connections are transferred to FirstMark (location of interconnection) can be greater than the tariff distance to another location of interconnection with FirstMark. In this case, the tariff area with the tariff distance to the local network of the closest location of interconnection with FirstMark is applied. 1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. 2 PRICE For the establishment of the connection and the maintenance of a connection, the prices determined by regulation decisions will be applied provisionally for this feed service. TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0171 DM/minute 0.0108 DM/minute (0.0088 EUR/minute) (0.0055 EUR/minute)(1) II 0.0292 DM/minute 0.0175 DM/minute (0.0149 EUR/minute) (0.0090 EUR/minute) III 0.0369 DM/minute 0.0204 DM/minute (0.0189 EUR/minute) (0.0104 EUR/minute) IV 0.0447 DM/minute 0.0275 DM/minute (0.0228 EUR/minute) (0.0140 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 5 Interconnection Contract with FirstMark Confidential On account of regulation decisions concerning interconnection tariffs, Telekom will invoice connection charges with which also the establishment of connection service for unsuccessful connections ("ringing" and "engaged") are covered. It is assumed here that in at least 60% of the cases in which the establishment of connection was successful the connection is also successful and that the contract partner can be invoiced for a connection charge. Against this background, the following is agreed for service B.2. If in more than 50% of the cases in which the establishment of connection was successful (the gateway system of the contract partner is reached), a charge cannot be invoiced through lack of a successful connection and this lies within the sphere of responsibility of the other contract partner (e.g. rejection of connections or lack of network transmittance), the other contract partner is obliged to take without delay all measures so that the assumed relationship of successful establishment of connection services to successful connections is complied with. If the assumed relationship of successful establishment of connection services to successful connections is not created within one month of written demand by the other contract partner, a contract penalty of 10 000 DM (5 112.92 EUR) will be due. If the stated relationship has not been created within a further month, a further contract penalty amounting to 50 000 DM (25,564.59 EUR) will be due. In this case Telekom will no longer be obliged to maintain the quality agreed in the ENCLOSURE E - QUALITY and is entitled to take restrictive traffic measures. Page 6 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.1 CONNECTIONS THROUGH THE TELEPHONE NETWORK OF TELEKOM TO FOREIGN TELEPHONE NETWORKS VALID FROM 01/01/2000 TO 31/05/2000 1 PRICE STRUCTURE Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the target country and - if listed separately - the type of the target network. The duration of the connection is measured in seconds. For the establishment of the connection and the maintenance of the connection, the enclosed list "prices for connections through the telephone network of Telekom to foreign telephone networks" prices will be applied. Page 1 Interconnection Contract with FirstMark Confidential
- ---------------------------------------------------------------------------------------------------------------------- COUNTRY INTERNAL NET PRICE FOR THE NET PRICE FOR MOBILE CAP CODE TERRESTRIAL NETWORK TELEPHONE TARGETS ABOVE THE "THRESHOLD VALUE FROM AND MOBILE TELEPHONE "CAP" WHICH A SURCHARGE IS TARGET UNDER THE IN DM/MINUTE APPLIED FOR MOBILE "CAP"(1) (EUR/MINUTE) TELEPHONE TARGETS" IN DM/MINUTE (EUR/MINUTE)(2) - ---------------------------------------------------------------------------------------------------------------------- Egypt 20 1.0981 (0.5614) - ---------------------------------------------------------------------------------------------------------------------- Alaska 1907 0.2602 (0.1330) - ---------------------------------------------------------------------------------------------------------------------- Albania 355 0.3439 (0.1758) - ---------------------------------------------------------------------------------------------------------------------- Algeria 213 0.5022 (0.2568) - ---------------------------------------------------------------------------------------------------------------------- American Virgin Islands 1340 0.2924 (0.1495) - ---------------------------------------------------------------------------------------------------------------------- American Samoa 684 1.8836 (0.9631) - ---------------------------------------------------------------------------------------------------------------------- Andorra 376 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Angola 244 0.7079 (0.3619) - ---------------------------------------------------------------------------------------------------------------------- Anguilla 1264 1.4238 (0.7280) - ---------------------------------------------------------------------------------------------------------------------- Antarctic 6721 0.5261 (0.2690) - ---------------------------------------------------------------------------------------------------------------------- Antigua & Barbuda 1268 1.6780 (0.8579) - ---------------------------------------------------------------------------------------------------------------------- Equatorial Guinea 240 0.9361 (0.4786) - ---------------------------------------------------------------------------------------------------------------------- Argentina 54 0.8736 (0.4467) - ---------------------------------------------------------------------------------------------------------------------- Armenia 374 1.6090 (0.8227) - ---------------------------------------------------------------------------------------------------------------------- Aruba 297 2.2422 (1.1464) - ---------------------------------------------------------------------------------------------------------------------- Ascension/Island 247 1.1235 (0.5744) - ---------------------------------------------------------------------------------------------------------------------- Azerbaijan 994 0.8059 (0.4121) - ---------------------------------------------------------------------------------------------------------------------- Ethiopia 251 1.7127 (0.8757) - ---------------------------------------------------------------------------------------------------------------------- Australia 61* 0.3354 (0.1715) - ---------------------------------------------------------------------------------------------------------------------- Australia mobile 6114- 5 0.3354 (0.1715) 0. 4625 (0. 2365) >5 % - ---------------------------------------------------------------------------------------------------------------------- Australia mobile 6117-9 0.3354 (0.1715) 0. 4625 (0. 2365) >5 % - ---------------------------------------------------------------------------------------------------------------------- Australia mobile 61407-9 0.3354 (0.1715) 0. 4625 (0. 2365) >5 % - ---------------------------------------------------------------------------------------------------------------------- Australia mobile 6141 0.3354 (0.1715) 0. 4625 (0. 2365) >5 % - ---------------------------------------------------------------------------------------------------------------------- Bahamas 1242 1.2010 (0.6141) - ---------------------------------------------------------------------------------------------------------------------- Bahrain 973 1.3054 (0.6674) - ---------------------------------------------------------------------------------------------------------------------- Bangladesh 880 1.0429 (0.5332) - ---------------------------------------------------------------------------------------------------------------------- Barbados 1246 1.3618 (0.6963) - ---------------------------------------------------------------------------------------------------------------------- Belgium 32* 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Belgium mobile 3217 0.1295 (0.0662) 0. 2618 (0. 1339) >14 % - ---------------------------------------------------------------------------------------------------------------------- Belgium mobile 32476-7 0.1295 (0.0662) 0. 2618 (0. 1339) >14 % - ---------------------------------------------------------------------------------------------------------------------- Belgium mobile 32477 0.1295 (0.0662) 0. 2618 (0. 1339) >14 % - ---------------------------------------------------------------------------------------------------------------------- Belgium mobile 32486 0.1295 (0.0662) 0. 2618 (0. 1339) >14 % - ---------------------------------------------------------------------------------------------------------------------- Belgium mobile 32495 0.1295 (0.0662) 0. 2618 (0. 1339) >14 % - ---------------------------------------------------------------------------------------------------------------------- Belgium mobile 32496 0.1295 (0.0662) 0. 2618 (0. 1339) >14 % - ---------------------------------------------------------------------------------------------------------------------- Belgium mobile 3275 0.1295 (0.0662) 0. 2618 (0. 1339) >14 % - ---------------------------------------------------------------------------------------------------------------------- Belgium mobile 3295-6 0.1295 (0.0662) 0. 2618 (0. 1339) >14 % - ---------------------------------------------------------------------------------------------------------------------- Belize 501 1.0671 (0.5456) - ---------------------------------------------------------------------------------------------------------------------- Benin 229 1.0952 (0.5600) - ---------------------------------------------------------------------------------------------------------------------- Bermuda 1441 1.0202 (0.5216) - ---------------------------------------------------------------------------------------------------------------------- Bhutan 975 0.6913 (0.3535) - ---------------------------------------------------------------------------------------------------------------------- Bolivia 591 2.4291 (1.2420) - ---------------------------------------------------------------------------------------------------------------------- Bosnia-Herzegovina 38 0.3439 (0.1758) - ---------------------------------------------------------------------------------------------------------------------- Botswana 267 0.9201 (0.4704) - ---------------------------------------------------------------------------------------------------------------------- Brazil 55 0.5453 (0.2788) - ---------------------------------------------------------------------------------------------------------------------- British Virgin Islands 1809 2.4408 (1.2480) - ----------------------------------------------------------------------------------------------------------------------
- ---------- (1) call attemps per seconds (2) The priced in EUR are rounded off to four decimal points. Page 2 Interconnection Contract with FirstMark Confidential
- ---------------------------------------------------------------------------------------------------------------------- COUNTRY INTERNAL NET PRICE FOR THE NET PRICE FOR MOBILE CAP CODE TERRESTRIAL NETWORK TELEPHONE TARGETS ABOVE THE "THRESHOLD VALUE FROM AND MOBILE TELEPHONE "CAP" WHICH A SURCHARGE IS TARGET UNDER THE IN DM/MINUTE APPLIED FOR MOBILE "CAP"(1) (EUR/MINUTE) TELEPHONE TARGETS" IN DM/MINUTE (EUR/MINUTE)(2) - ---------------------------------------------------------------------------------------------------------------------- Brunei 673 1.7855 (0.9129) - ---------------------------------------------------------------------------------------------------------------------- Bulgaria 359 0.4220 (0.2158) - ---------------------------------------------------------------------------------------------------------------------- Burkina Faso 226 0.6715 (0.3433) - ---------------------------------------------------------------------------------------------------------------------- Burundi 257 0.6565 (0.3357) - ---------------------------------------------------------------------------------------------------------------------- Chile 56 1.0437 (0.5336) - ---------------------------------------------------------------------------------------------------------------------- China PR 86 0.5880 (0.3006) - ---------------------------------------------------------------------------------------------------------------------- Cook Islands 682 3.7157 (1.8498) - ---------------------------------------------------------------------------------------------------------------------- Costa Rica 506 1.1752 (0.6009) - ---------------------------------------------------------------------------------------------------------------------- Denmark 45* 0.1237 (0.0632) - ---------------------------------------------------------------------------------------------------------------------- Denmark mobile 4520-2 0.1237 (0.0632) 0.2509 (0.1283) >14 % - ---------------------------------------------------------------------------------------------------------------------- Denmark mobile 45231-4 0.1237 (0.0632) 0.2509 (0.1283) >14 % - ---------------------------------------------------------------------------------------------------------------------- Denmark mobile 45237-9 0.1237 (0.0632) 0.2509 (0.1283) >14 % - ---------------------------------------------------------------------------------------------------------------------- Denmark mobile 45251 0.1237 (0.0632) 0.2509 (0.1283) >14 % - ---------------------------------------------------------------------------------------------------------------------- Denmark mobile 45261-6 0.1237 (0.0632) 0.2509 (0.1283) >14 % - ---------------------------------------------------------------------------------------------------------------------- Denmark mobile 45281-4 0.1237 (0.0632) 0.2509 (0.1283) >14 % - ---------------------------------------------------------------------------------------------------------------------- Denmark mobile 45289 0.1237 (0.0632) 0.2509 (0.1283) >14 % - ---------------------------------------------------------------------------------------------------------------------- Denmark mobile 4530 0.1237 (0.0632) 0.2509 (0.1283) >14 % - ---------------------------------------------------------------------------------------------------------------------- Denmark mobile 4540 0.1237 (0.0632) 0.2509 (0.1283) >14 % - ---------------------------------------------------------------------------------------------------------------------- Denmark mobile 4550 0.1237 (0.0632) 0.2509 (0.1283) >14 % - ---------------------------------------------------------------------------------------------------------------------- Dominican Republic 184 0.8065 (0.4124) - ---------------------------------------------------------------------------------------------------------------------- Dominica 1767 1.1429 (0.5844) - ---------------------------------------------------------------------------------------------------------------------- Djibouti 253 3.3751 (1.7257) - ---------------------------------------------------------------------------------------------------------------------- Ecuador 593 1.0234 (0.5233) - ---------------------------------------------------------------------------------------------------------------------- El Salvador 503 1.1554 (0.5907) - ---------------------------------------------------------------------------------------------------------------------- Ivory Coast 225 1.4295 (0.7309) - ---------------------------------------------------------------------------------------------------------------------- Eritrea 291 1.8499 (0.9458) - ---------------------------------------------------------------------------------------------------------------------- Estonia 372 0.3289 (0.1682) - ---------------------------------------------------------------------------------------------------------------------- Faroe Islands 298 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Falkland Islands 500 1.3487 (0.6896) - ---------------------------------------------------------------------------------------------------------------------- Fiji 679 1.8616 (0.9518) - ---------------------------------------------------------------------------------------------------------------------- Finland 358 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- France 33* 0.1215 (0.0621) - ---------------------------------------------------------------------------------------------------------------------- France mobile 336 0.1215 (0.0621) 0.5029 (0.2571) >10 % - ---------------------------------------------------------------------------------------------------------------------- Guiana, French 594 0.5802 (0.2967) - ---------------------------------------------------------------------------------------------------------------------- Polynesia, French 689 1.0624 (0.5432) - ---------------------------------------------------------------------------------------------------------------------- Gabun 241 1.1192 (0.5722) - ---------------------------------------------------------------------------------------------------------------------- Gambia 220 1.1352 (0.5804) - ---------------------------------------------------------------------------------------------------------------------- Georgia 995 1.1270 (0.5762) - ---------------------------------------------------------------------------------------------------------------------- Ghana 233 0.9807 (0.5014) - ---------------------------------------------------------------------------------------------------------------------- Gibraltar 350 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Grenada 1473 1.9056 (0.9743) - ---------------------------------------------------------------------------------------------------------------------- Greece 30 0.2336 (0.1194) - ---------------------------------------------------------------------------------------------------------------------- Greenland 299 1.2160 (0.6217) - ---------------------------------------------------------------------------------------------------------------------- Great Britain 44* 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44370 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 443740-4 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 443746-7 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ----------------------------------------------------------------------------------------------------------------------
- ---------- (1) call attemps per seconds (2) The priced in EUR are rounded off to four decimal points. Page 3 Interconnection Contract with FirstMark Confidential
- ---------------------------------------------------------------------------------------------------------------------- COUNTRY INTERNAL NET PRICE FOR THE NET PRICE FOR MOBILE CAP CODE TERRESTRIAL NETWORK TELEPHONE TARGETS ABOVE THE "THRESHOLD VALUE FROM AND MOBILE TELEPHONE "CAP" WHICH A SURCHARGE IS TARGET UNDER THE IN DM/MINUTE APPLIED FOR MOBILE "CAP"(1) (EUR/MINUTE) TELEPHONE TARGETS" IN DM/MINUTE (EUR/MINUTE)(2) - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 443749 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44378 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 443850-5 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 443857-9 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44401-3 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44408 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44410-1 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 444210 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 444212-9 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44441 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 444560-1 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 444671-9 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44468 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44498 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44585 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44589 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 447000-1 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 4470060 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 447007 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 447009 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 447010 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 447017 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 447020 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 4470211 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 4470440 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 4470444 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 447050-1 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 447060 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 447074 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 4470750-9 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 447091 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 447099 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 447771 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 447970 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44802 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44831 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 448362-3 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 448365-7 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44850 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44860 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44956 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 449582-9 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44961 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44966 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44973 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Great Britain mobile 44976 0.1295 (0.0662) 0.3329 (0.1702) >10 % - ---------------------------------------------------------------------------------------------------------------------- Guadeloupe 590 0.5802 (0.2967) - ---------------------------------------------------------------------------------------------------------------------- Guam 1671 0.4725 (0.2416) - ----------------------------------------------------------------------------------------------------------------------
- ---------- (1) call attemps per seconds (2) The priced in EUR are rounded off to four decimal points. Page 4 Interconnection Contract with FirstMark Confidential
- ---------------------------------------------------------------------------------------------------------------------- COUNTRY INTERNAL NET PRICE FOR THE NET PRICE FOR MOBILE CAP CODE TERRESTRIAL NETWORK TELEPHONE TARGETS ABOVE THE "THRESHOLD VALUE FROM AND MOBILE TELEPHONE "CAP" WHICH A SURCHARGE IS TARGET UNDER THE IN DM/MINUTE APPLIED FOR MOBILE "CAP"(1) (EUR/MINUTE) TELEPHONE TARGETS" IN DM/MINUTE (EUR/MINUTE)(2) - ---------------------------------------------------------------------------------------------------------------------- Guantanamo 531, 539 3.6479 (1.8651) - ---------------------------------------------------------------------------------------------------------------------- Guatemala 502 1.2026 (0.6149) - ---------------------------------------------------------------------------------------------------------------------- Guinea 224 1.1328 (0.5792) - ---------------------------------------------------------------------------------------------------------------------- Guinea-Bissau 245 1.9774 (1.0110) - ---------------------------------------------------------------------------------------------------------------------- Guyana 592 1.8059 (0.9233) - ---------------------------------------------------------------------------------------------------------------------- Haiti 509 3.5101 (1.7947) - ---------------------------------------------------------------------------------------------------------------------- Hawaii Islands 1808 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Honduras 504 1.0973 (0.5610) - ---------------------------------------------------------------------------------------------------------------------- Hongkong 852* 0.2588 (0.1323) 0.3859 (0.1973) >10 % - ---------------------------------------------------------------------------------------------------------------------- Hongkong mobile 852171 0.2588 (0.1323) 0.3859 (0.1973) >10 % - ---------------------------------------------------------------------------------------------------------------------- Hongkong mobile 852173 0.2588 (0.1323) 0.3859 (0.1973) >10 % - ---------------------------------------------------------------------------------------------------------------------- Hongkong mobile 852175-9 0.2588 (0.1323) 0.3859 (0.1973) >10 % - ---------------------------------------------------------------------------------------------------------------------- Hongkong mobile 852901-9 0.2588 (0.1323) 0.3859 (0.1973) >10 % - ---------------------------------------------------------------------------------------------------------------------- Hongkong mobile 85291 0.2588 (0.1323) 0.3859 (0.1973) >10 % - ---------------------------------------------------------------------------------------------------------------------- Hongkong mobile 852921 0.2588 (0.1323) 0.3859 (0.1973) >10 % - ---------------------------------------------------------------------------------------------------------------------- Hongkong mobile 852923-8 0.2588 (0.1323) 0.3859 (0.1973) >10 % - ---------------------------------------------------------------------------------------------------------------------- Hongkong mobile 852920 0.2588 (0.1323) 0.3859 (0.1973) >10 % - ---------------------------------------------------------------------------------------------------------------------- Hongkong mobile 852931-8 0.2588 (0.1323) 0.3859 (0.1973) >10 % - ---------------------------------------------------------------------------------------------------------------------- Hongkong mobile 852930 0.2588 (0.1323) 0.3859 (0.1973) >10 % - ---------------------------------------------------------------------------------------------------------------------- Hongkong mobile 85294 0.2588 (0.1323) 0.3859 (0.1973) >10 % - ---------------------------------------------------------------------------------------------------------------------- Hongkong mobile 852961-8 0.2588 (0.1323) 0.3859 (0.1973) >10 % - ---------------------------------------------------------------------------------------------------------------------- Hongkong mobile 852960 0.2588 (0.1323) 0.3859 (0.1973) >10 % - ---------------------------------------------------------------------------------------------------------------------- Hongkong mobile 852971-8 0.2588 (0.1323) 0.3859 (0.1973) >10 % - ---------------------------------------------------------------------------------------------------------------------- Hongkong mobile 852970 0.2588 (0.1323) 0.3859 (0.1973) >10 % - ---------------------------------------------------------------------------------------------------------------------- Hongkong mobile 852982-3 0.2588 (0.1323) 0.3859 (0.1973) >10 % - ---------------------------------------------------------------------------------------------------------------------- Hongkong Mobile 852987-8 0.2588 (0.1323) 0.3859 (0.1973) >10 % - ---------------------------------------------------------------------------------------------------------------------- India 91 1.5296 (0.7821) - ---------------------------------------------------------------------------------------------------------------------- Indonesia 62 0.9261 (0.4735) - ---------------------------------------------------------------------------------------------------------------------- Iraq 964 2.7215 (1.3915) - ---------------------------------------------------------------------------------------------------------------------- Iran 98 1.6489 (0.8431) - ---------------------------------------------------------------------------------------------------------------------- Ireland 353* 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Ireland mobile 35386-9 0.1295 (0.0662) 0.5014 (0.2564) >10 % - ---------------------------------------------------------------------------------------------------------------------- Iceland 354 0.2660 (0.1360) - ---------------------------------------------------------------------------------------------------------------------- Israel 972* 0.3860 (0.1974) - ---------------------------------------------------------------------------------------------------------------------- Israel mobile 9725 0.3860 (0.1974) 0.5640 (0.2884) >15 % - ---------------------------------------------------------------------------------------------------------------------- Israel mobile 97259 0.3860 (0.1974) 0.5640 (0.2884) >15 % - ---------------------------------------------------------------------------------------------------------------------- Italy 39* 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Italy mobile 39320 0.1295 (0.0662) 0.6449 (0.3297) >18 % - ---------------------------------------------------------------------------------------------------------------------- Italy mobile 39328-9 0.1295 (0.0662) 0.6449 (0.3297) >18 % - ---------------------------------------------------------------------------------------------------------------------- Italy mobile 39330 0.1295 (0.0662) 0.6449 (0.3297) >18 % - ---------------------------------------------------------------------------------------------------------------------- Italy mobile 39335-9 0.1295 (0.0662) 0.6449 (0.3297) >18 % - ---------------------------------------------------------------------------------------------------------------------- Italy mobile 39347-9 0.1295 (0.0662) 0.6449 (0.3297) >18 % - ---------------------------------------------------------------------------------------------------------------------- Italy mobile 39360 0.1295 (0.0662) 0.6449 (0.3297) >18 % - ---------------------------------------------------------------------------------------------------------------------- Italy mobile 39368 0.1295 (0.0662) 0.6449 (0.3297) >18 % - ---------------------------------------------------------------------------------------------------------------------- Jamaica 1876 1.5557 (0.7954) - ---------------------------------------------------------------------------------------------------------------------- Japan 81* 0.6676 (0.3413) - ---------------------------------------------------------------------------------------------------------------------- Japan mobile 8170 0.6676 (0.3413) 0.9219(0.4714) >5 % - ---------------------------------------------------------------------------------------------------------------------- Japan mobile 8190 0.6676 (0.3413) 0.9219(0.4714) >5 % - ----------------------------------------------------------------------------------------------------------------------
- ---------- (1) call attemps per seconds (2) The priced in EUR are rounded off to four decimal points. Page 5 Interconnection Contract with FirstMark Confidential
- ---------------------------------------------------------------------------------------------------------------------- COUNTRY INTERNAL NET PRICE FOR THE NET PRICE FOR MOBILE CAP CODE TERRESTRIAL NETWORK TELEPHONE TARGETS ABOVE THE "THRESHOLD VALUE FROM AND MOBILE TELEPHONE "CAP" WHICH A SURCHARGE IS TARGET UNDER THE IN DM/MINUTE APPLIED FOR MOBILE "CAP"(1) (EUR/MINUTE) TELEPHONE TARGETS" IN DM/MINUTE (EUR/MINUTE)(2) - ---------------------------------------------------------------------------------------------------------------------- Yemen, Arab. Rep. 967 1.7122 (0.8754) - ---------------------------------------------------------------------------------------------------------------------- Jordan 962 1.3870 (0.7092) - ---------------------------------------------------------------------------------------------------------------------- Yugoslavia 381 0.2660 (0.1360) - ---------------------------------------------------------------------------------------------------------------------- Cambodia 855 3.1596 (1.6155) - ---------------------------------------------------------------------------------------------------------------------- Cameroon 237 1.3941 (0.7128) - ---------------------------------------------------------------------------------------------------------------------- Canada 1 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Cape Verde 238 3.2413 (1.6573) - ---------------------------------------------------------------------------------------------------------------------- Kazakhstan 73 0.8568 (0.4381) - ---------------------------------------------------------------------------------------------------------------------- Qatar 974 0.9528 (0.4872) - ---------------------------------------------------------------------------------------------------------------------- Cayman Islands 1345 0.9153 (0.4680) - ---------------------------------------------------------------------------------------------------------------------- Kenya 254 1.4076 (0.7197) - ---------------------------------------------------------------------------------------------------------------------- Kyrgyzstan 733 2.1137 (1.0807) - ---------------------------------------------------------------------------------------------------------------------- Kiribati 686 1.6584 (0.8479) - ---------------------------------------------------------------------------------------------------------------------- Colombia 57 0.8058 (0.4120) - ---------------------------------------------------------------------------------------------------------------------- Comoros 2697 1.6480 (0.8426) - ---------------------------------------------------------------------------------------------------------------------- Congo 242 2.5725 (1.3153) - ---------------------------------------------------------------------------------------------------------------------- Korea Rep. (South) 82 0.5425 (0.2774) - ---------------------------------------------------------------------------------------------------------------------- Korea (North) 850 1.4715 (0.7524) - ---------------------------------------------------------------------------------------------------------------------- Croatia 385 0.2660 (0.1360) - ---------------------------------------------------------------------------------------------------------------------- Cuba 53 1.2453 (0.6367) - ---------------------------------------------------------------------------------------------------------------------- Kuwait 965 1.4357 (0.7341) - ---------------------------------------------------------------------------------------------------------------------- Laos 856 1.5365 (0.7856) - ---------------------------------------------------------------------------------------------------------------------- Lesotho 266 0.5860 (0.2996) - ---------------------------------------------------------------------------------------------------------------------- Latvia 371 0.5111 (0.2613) - ---------------------------------------------------------------------------------------------------------------------- Lebanon 961 1.1028 (0.5639) - ---------------------------------------------------------------------------------------------------------------------- Liberia 231 0.8398 (0.4294) - ---------------------------------------------------------------------------------------------------------------------- Libya 218 0.6679 (0.3415) - ---------------------------------------------------------------------------------------------------------------------- Liechtenstein 423 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Lithuania 370 0.4119 (0.2106) - ---------------------------------------------------------------------------------------------------------------------- Luxembourg 352* 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Luxembourg mobile 35221 0.1295 (0.0662) 0.2763 (0.1413) >15% - ---------------------------------------------------------------------------------------------------------------------- Luxembourg mobile 35291 0.1295 (0.0662) 0.2763 (0.1413) >15% - ---------------------------------------------------------------------------------------------------------------------- Macao 853 1.0284 (0.5258) - ---------------------------------------------------------------------------------------------------------------------- Madagascar 261 1.3523 (0.6914) - ---------------------------------------------------------------------------------------------------------------------- Malawi 265 0.7024 (0.3591) - ---------------------------------------------------------------------------------------------------------------------- Malaysia 60 0.8371 (0.4280) - ---------------------------------------------------------------------------------------------------------------------- Maldives 960 1.2584 (0.6434) - ---------------------------------------------------------------------------------------------------------------------- Mali 223 1.4247 (0.7284) - ---------------------------------------------------------------------------------------------------------------------- Malta 356 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Marianes 1670 1.6039 (0.8201) - ---------------------------------------------------------------------------------------------------------------------- Marocco 212 0.6111 (0.3125) - ---------------------------------------------------------------------------------------------------------------------- Marshall Islands 692 1.3751 (0.7031) - ---------------------------------------------------------------------------------------------------------------------- Martinique 596 0.5802 (0.2967) - ---------------------------------------------------------------------------------------------------------------------- Mauritania 222 0.8981 (0.4592) - ---------------------------------------------------------------------------------------------------------------------- Mauritius 230 1.2588 (0.6436) - ---------------------------------------------------------------------------------------------------------------------- Mayotte 269 0.7073 (0.3616) - ---------------------------------------------------------------------------------------------------------------------- Macedonia 389 0.4825 (0.2467) - ---------------------------------------------------------------------------------------------------------------------- Mexico 52 0.6299 (0.3221) - ----------------------------------------------------------------------------------------------------------------------
- ---------- (1) call attemps per seconds (2) The priced in EUR are rounded off to four decimal points. Page 6 Interconnection Contract with FirstMark Confidential
- ---------------------------------------------------------------------------------------------------------------------- COUNTRY INTERNAL NET PRICE FOR THE NET PRICE FOR MOBILE CAP CODE TERRESTRIAL NETWORK TELEPHONE TARGETS ABOVE THE "THRESHOLD VALUE FROM AND MOBILE TELEPHONE "CAP" WHICH A SURCHARGE IS TARGET UNDER THE IN DM/MINUTE APPLIED FOR MOBILE "CAP"(1) (EUR/MINUTE) TELEPHONE TARGETS" IN DM/MINUTE (EUR/MINUTE)(2) - ---------------------------------------------------------------------------------------------------------------------- Micronesia 691 2.0743 (1.0606) - ---------------------------------------------------------------------------------------------------------------------- Moldavia 373 0.5436 (0.2779) - ---------------------------------------------------------------------------------------------------------------------- Monaco 377 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Mongolia PR 976 1.5040 (0.7690) - ---------------------------------------------------------------------------------------------------------------------- Montserrat 1664 2.3899 (1.2219) - ---------------------------------------------------------------------------------------------------------------------- Mozambique 258 1.2519 (0.6401) - ---------------------------------------------------------------------------------------------------------------------- Myanmar (=Burma) 95 1.5255 (0.7800) - ---------------------------------------------------------------------------------------------------------------------- Namibia 264 0.6254 (0.3198) - ---------------------------------------------------------------------------------------------------------------------- Nauru 674 3.8195 (1.9529) - ---------------------------------------------------------------------------------------------------------------------- Nepal 977 1.9106 (0.9769) - ---------------------------------------------------------------------------------------------------------------------- New Caledonia 687 3.2240 (1.6484) - ---------------------------------------------------------------------------------------------------------------------- New Zealand 64 0.6657 (0.3404) - ---------------------------------------------------------------------------------------------------------------------- Nicaragua 505 1.3386 (0.6844) - ---------------------------------------------------------------------------------------------------------------------- Netherlands Antilles 599 1.0250 (0.5241) - ---------------------------------------------------------------------------------------------------------------------- Netherlands 31* 0.1088 (0.0556) - ---------------------------------------------------------------------------------------------------------------------- Netherlands mobile 31621-2 0.1088 (0.0556) 0.5537 (0.2831) >17 % - ---------------------------------------------------------------------------------------------------------------------- Netherlands mobile 31624-6 0.1088 (0.0556) 0.5537 (0.2831) >17 % - ---------------------------------------------------------------------------------------------------------------------- Netherlands mobile 31628 0.1088 (0.0556) 0.5537 (0.2831) >17 % - ---------------------------------------------------------------------------------------------------------------------- Netherlands mobile 31620 0.1088 (0.0556) 0.5537 (0.2831) >17 % - ---------------------------------------------------------------------------------------------------------------------- Netherlands mobile 31651-2 0.1088 (0.0556) 0.5537 (0.2831) >17 % - ---------------------------------------------------------------------------------------------------------------------- Netherlands mobile 31653-5 0.1088 (0.0556) 0.5537 (0.2831) >17 % - ---------------------------------------------------------------------------------------------------------------------- Netherlands mobile 31650 0.1088 (0.0556) 0.5537 (0.2831) >17 % - ---------------------------------------------------------------------------------------------------------------------- Niger 277 2.1757 (1.1124) - ---------------------------------------------------------------------------------------------------------------------- Nigeria 234 1.8342 (0.9378) - ---------------------------------------------------------------------------------------------------------------------- Niue 683 2.8259 (1.4449) - ---------------------------------------------------------------------------------------------------------------------- Norfolk Island 6723 2.2940 (1.1729) - ---------------------------------------------------------------------------------------------------------------------- Norway 47* 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Norway mobile 479 0.1295 (0.0662) 0.3049(0.1559) >15 % - ---------------------------------------------------------------------------------------------------------------------- Oman 968 1.4675 (0.7503) - ---------------------------------------------------------------------------------------------------------------------- Austria 43* 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Austria mobile 43663-4 0.1295 (0.0662) 0.4266 (0.2181) >15 % - ---------------------------------------------------------------------------------------------------------------------- Austria mobile 43676 0.1295 (0.0662) 0.4266 (0.2181) >15 % - ---------------------------------------------------------------------------------------------------------------------- Austria mobile 43699 0.1295 (0.0662) 0.4266 (0.2181) >15 % - ---------------------------------------------------------------------------------------------------------------------- Pakistan 92 2.0203 (1.0330) - ---------------------------------------------------------------------------------------------------------------------- Palau (=Belau) 680 3.6252 (1.8535) - ---------------------------------------------------------------------------------------------------------------------- Panama 507 1.5379 (0.7863) - ---------------------------------------------------------------------------------------------------------------------- Papua New Guinea 675 1.3143 (0.6720) - ---------------------------------------------------------------------------------------------------------------------- Paraguay 595 2.5547 (1.3062) - ---------------------------------------------------------------------------------------------------------------------- Peru 51 0.8335 (0.4262) - ---------------------------------------------------------------------------------------------------------------------- Philippines 63 0.8157 (0.4171) - ---------------------------------------------------------------------------------------------------------------------- Poland 48 0.2660 (0.1360) - ---------------------------------------------------------------------------------------------------------------------- Portugal 351 0.1297 (0.0663) - ---------------------------------------------------------------------------------------------------------------------- Puerto Rico 1787 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Reunion 262 0.7073 (0.3616) - ---------------------------------------------------------------------------------------------------------------------- Ruanda 250 2.0040 (1.0246) - ---------------------------------------------------------------------------------------------------------------------- Romania 40 0.4184 (0.2139) - ---------------------------------------------------------------------------------------------------------------------- Russia 7 0.3406 (0.1741) - ---------------------------------------------------------------------------------------------------------------------- Salomones 677 1.4042 (0.7180) - ----------------------------------------------------------------------------------------------------------------------
- ---------- (1) call attemps per seconds (2) The priced in EUR are rounded off to four decimal points. Page 7 Interconnection Contract with FirstMark Confidential
- ---------------------------------------------------------------------------------------------------------------------- COUNTRY INTERNAL NET PRICE FOR THE NET PRICE FOR MOBILE CAP CODE TERRESTRIAL NETWORK TELEPHONE TARGETS ABOVE THE "THRESHOLD VALUE FROM AND MOBILE TELEPHONE "CAP" WHICH A SURCHARGE IS TARGET UNDER THE IN DM/MINUTE APPLIED FOR MOBILE "CAP"(1) (EUR/MINUTE) TELEPHONE TARGETS" IN DM/MINUTE (EUR/MINUTE)(2) - ---------------------------------------------------------------------------------------------------------------------- Zambia 260 1.0490 (0.5363) - ---------------------------------------------------------------------------------------------------------------------- Samoa 685 3.7028 (1.8932) - ---------------------------------------------------------------------------------------------------------------------- San Marino 378 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Sao Tome & Principe 239 1.9774 (1.0110) - ---------------------------------------------------------------------------------------------------------------------- Saudi Arabia 966 1.8882 (0.9654) - ---------------------------------------------------------------------------------------------------------------------- Sweden 46* 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Sweden mobile 4610 0.1295 (0.0662) 0.2590 (0.1324) >10 % - ---------------------------------------------------------------------------------------------------------------------- Sweden mobile 46703-5 0.1295 (0.0662) 0.2590 (0.1324) >10 % - ---------------------------------------------------------------------------------------------------------------------- Sweden mobile 46707-9 0.1295 (0.0662) 0.2590 (0.1324) >10 % - ---------------------------------------------------------------------------------------------------------------------- Sweden mobile 46736 0.1295 (0.0662) 0.2590 (0.1324) >10 % - ---------------------------------------------------------------------------------------------------------------------- Sweden mobile 46739 0.1295 (0.0662) 0.2590 (0.1324) >10 % - ---------------------------------------------------------------------------------------------------------------------- Sweden mobile 46730 0.1295 (0.0662) 0.2590 (0.1324) >10 % - ---------------------------------------------------------------------------------------------------------------------- Switzerland 41* 0.1215 (0.0621) - ---------------------------------------------------------------------------------------------------------------------- Switzerland mobile 4176-9 0.1215 (0.0621) 0.5029 (0.2571) >5 % - ---------------------------------------------------------------------------------------------------------------------- Switzerland mobile 4189 0.1215 (0.0621) 0.5029 (0.2571) >5 % - ---------------------------------------------------------------------------------------------------------------------- Senegal 221 1.2143 (0.6209) - ---------------------------------------------------------------------------------------------------------------------- Seychelles 248 1.3269 (0.6784) - ---------------------------------------------------------------------------------------------------------------------- Sierra Leone 232 0.7203 (0.3683) - ---------------------------------------------------------------------------------------------------------------------- Zimbabwe 263 0.6546 (0.3347) - ---------------------------------------------------------------------------------------------------------------------- Singapore 65 0.9184 (0.4696) - ---------------------------------------------------------------------------------------------------------------------- Slovakian Republic 421 0.2660 (0.1360) - ---------------------------------------------------------------------------------------------------------------------- Slovenia 386 0.2660 (0.1360) - ---------------------------------------------------------------------------------------------------------------------- Somalia 252 1.6193 (0.8279) - ---------------------------------------------------------------------------------------------------------------------- Spain 34* 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Spain mobile 34606-9 0.1295 (0.0662) 0.4025 (0.2058) >20 % - ---------------------------------------------------------------------------------------------------------------------- Spain mobile 34600 0.1295 (0.0662) 0.4025 (0.2058) >20 % - ---------------------------------------------------------------------------------------------------------------------- Spain mobile 34161-7 0.1295 (0.0662) 0.4025 (0.2058) >20 % - ---------------------------------------------------------------------------------------------------------------------- Spain mobile 34619 0.1295 (0.0662) 0.4025 (0.2058) >20 % - ---------------------------------------------------------------------------------------------------------------------- Spain mobile 34626 0.1295 (0.0662) 0.4025 (0.2058) >20 % - ---------------------------------------------------------------------------------------------------------------------- Spain mobile 34629 0.1295 (0.0662) 0.4025 (0.2058) >20 % - ---------------------------------------------------------------------------------------------------------------------- Spain mobile 34636 0.1295 (0.0662) 0.4025 (0.2058) >20 % - ---------------------------------------------------------------------------------------------------------------------- Spain mobile 34630 0.1295 (0.0662) 0.4025 (0.2058) >20 % - ---------------------------------------------------------------------------------------------------------------------- Spain mobile 34646 0.1295 (0.0662) 0.4025 (0.2058) >20 % - ---------------------------------------------------------------------------------------------------------------------- Spain mobile 34649 0.1295 (0.0662) 0.4025 (0.2058) >20 % - ---------------------------------------------------------------------------------------------------------------------- Spain mobile 34656 0.1295 (0.0662) 0.4025 (0.2058) >20 % - ---------------------------------------------------------------------------------------------------------------------- Spain mobile 34666 0.1295 (0.0662) 0.4025 (0.2058) >20 % - ---------------------------------------------------------------------------------------------------------------------- Spain mobile 34676 0.1295 (0.0662) 0.4025 (0.2058) >20 % - ---------------------------------------------------------------------------------------------------------------------- Spain mobile 34670 0.1295 (0.0662) 0.4025 (0.2058) >20 % - ---------------------------------------------------------------------------------------------------------------------- Spain mobile 34686 0.1295 (0.0662) 0.4025 (0.2058) >20 % - ---------------------------------------------------------------------------------------------------------------------- Spain mobile 34689 0.1295 (0.0662) 0.4025 (0.2058) >20 % - ---------------------------------------------------------------------------------------------------------------------- Spain mobile 34696 0.1295 (0.0662) 0.4025 (0.2058) >20 % - ---------------------------------------------------------------------------------------------------------------------- Sri Lanka 94 1.5982 (0.8171) - ---------------------------------------------------------------------------------------------------------------------- St. Helena 290 1.7846 (0.9125) - ---------------------------------------------------------------------------------------------------------------------- St. Kitts 1869 2.3899 (1.2219) - ---------------------------------------------------------------------------------------------------------------------- St. Lucia 1758 2.5150 (1.2859) - ---------------------------------------------------------------------------------------------------------------------- St. Pierre & Miquel 508 0.5802 (0.2967) - ---------------------------------------------------------------------------------------------------------------------- St. Vincent 1784 2.5795 (1.3189) - ---------------------------------------------------------------------------------------------------------------------- South Africa 27 0.7756 (0.3966) - ----------------------------------------------------------------------------------------------------------------------
- ---------- (1) call attemps per seconds (2) The priced in EUR are rounded off to four decimal points. Page 8 Interconnection Contract with FirstMark Confidential
- ---------------------------------------------------------------------------------------------------------------------- COUNTRY INTERNAL NET PRICE FOR THE NET PRICE FOR MOBILE CAP CODE TERRESTRIAL NETWORK TELEPHONE TARGETS ABOVE THE "THRESHOLD VALUE FROM AND MOBILE TELEPHONE "CAP" WHICH A SURCHARGE IS TARGET UNDER THE IN DM/MINUTE APPLIED FOR MOBILE "CAP"(1) (EUR/MINUTE) TELEPHONE TARGETS" IN DM/MINUTE (EUR/MINUTE)(2) - ---------------------------------------------------------------------------------------------------------------------- Sudan 249 1.4128 (0.7224) - ---------------------------------------------------------------------------------------------------------------------- Suriname 597 1.5812 (0.8085) - ---------------------------------------------------------------------------------------------------------------------- Swaziland 268 1.4958 (0.7648) - ---------------------------------------------------------------------------------------------------------------------- Syria 963 2.2167 (1.1334) - ---------------------------------------------------------------------------------------------------------------------- Tajikistan 73,74 2.1495 (1.0990) - ---------------------------------------------------------------------------------------------------------------------- Taiwan 886* 0.5433 (0.2778) 0.6704 (0.3428) >10 % - ---------------------------------------------------------------------------------------------------------------------- Taiwan mobile 88690-1 0.5433 (0.2778) 0.6704 (0.3428) >10 % - ---------------------------------------------------------------------------------------------------------------------- Taiwan mobile 8869230-1 0.5433 (0.2778) 0.6704 (0.3428) >10 % - ---------------------------------------------------------------------------------------------------------------------- Taiwan mobile 8869250-4 0.5433 (0.2778) 0.6704 (0.3428) >10 % - ---------------------------------------------------------------------------------------------------------------------- Taiwan mobile 8869260 0.5433 (0.2778) 0.6704 (0.3428) >10 % - ---------------------------------------------------------------------------------------------------------------------- Taiwan mobile 8869270-5 0.5433 (0.2778) 0.6704 (0.3428) >10 % - ---------------------------------------------------------------------------------------------------------------------- Taiwan mobile 8869280-4 0.5433 (0.2778) 0.6704 (0.3428) >10 % - ---------------------------------------------------------------------------------------------------------------------- Taiwan mobile 8869290-1 0.5433 (0.2778) 0.6704 (0.3428) >10 % - ---------------------------------------------------------------------------------------------------------------------- Taiwan mobile 886931 0.5433 (0.2778) 0.6704 (0.3428) >10 % - ---------------------------------------------------------------------------------------------------------------------- Taiwan mobile 886932-3 0.5433 (0.2778) 0.6704 (0.3428) >10 % - ---------------------------------------------------------------------------------------------------------------------- Taiwan mobile 886935 0.5433 (0.2778) 0.6704 (0.3428) >10 % - ---------------------------------------------------------------------------------------------------------------------- Taiwan mobile 8869370-4 0.5433 (0.2778) 0.6704 (0.3428) >10 % - ---------------------------------------------------------------------------------------------------------------------- Taiwan mobile 886938 0.5433 (0.2778) 0.6704 (0.3428) >10 % - ---------------------------------------------------------------------------------------------------------------------- Taiwan mobile 8869390-4 0.5433 (0.2778) 0.6704 (0.3428) >10 % - ---------------------------------------------------------------------------------------------------------------------- Taiwan mobile 88696 0.5433 (0.2778) 0.6704 (0.3428) >10 % - ---------------------------------------------------------------------------------------------------------------------- Tanzania 255 1.4321 (0.7322) - ---------------------------------------------------------------------------------------------------------------------- Thailand 66 0.7573 (0.3872) - ---------------------------------------------------------------------------------------------------------------------- Togo 228 1.3792 (0.7052) - ---------------------------------------------------------------------------------------------------------------------- Tonga 676 1.4280 (0.7301) - ---------------------------------------------------------------------------------------------------------------------- Trinidad and Tobago 1868 1.1645 (0.5954) - ---------------------------------------------------------------------------------------------------------------------- Chad 235 0.8344 (0.4266) - ---------------------------------------------------------------------------------------------------------------------- Czech Republic 420 0.2660 (0.1360) - ---------------------------------------------------------------------------------------------------------------------- Tunisia 216 0.5818 (0.2975) - ---------------------------------------------------------------------------------------------------------------------- Turkey 90 0.2660 (0.1360) - ---------------------------------------------------------------------------------------------------------------------- Turkmenistan 993 1.6288 (0.8328) - ---------------------------------------------------------------------------------------------------------------------- Turks and Caicos Islands 1649 2.4107 (1.2326) - ---------------------------------------------------------------------------------------------------------------------- Tuvalu 688 3.3110 (1.6929) - ---------------------------------------------------------------------------------------------------------------------- Uganda 256 0.6598 (0.3374) - ---------------------------------------------------------------------------------------------------------------------- Ukraine 380 0.4661 (0.2383) - ---------------------------------------------------------------------------------------------------------------------- Hungary 36 0.2643 (0.1351) - ---------------------------------------------------------------------------------------------------------------------- Uruguay 598 1.0485 (0.5361) - ---------------------------------------------------------------------------------------------------------------------- U.S.A 1 0.1295 (0.0662) - ---------------------------------------------------------------------------------------------------------------------- Uzbekistan 737,743 1.6769 (0.8574) - ---------------------------------------------------------------------------------------------------------------------- Vanuatu 678 1.5168 (0.7755) - ---------------------------------------------------------------------------------------------------------------------- Venezuela 58 0.9677 (0.4948) - ---------------------------------------------------------------------------------------------------------------------- United Arab Emirates 971 0.6566 (0.3357) - ---------------------------------------------------------------------------------------------------------------------- Vietnam 84 1.6911 (0.8646) - ---------------------------------------------------------------------------------------------------------------------- Wallis and Futuna 681 1.9023 (0.9726) - ---------------------------------------------------------------------------------------------------------------------- Belarus (White Russia) 375 0.4224 (0.2160) - ---------------------------------------------------------------------------------------------------------------------- Zaire/Congo Dem. Rep. 243 2.2799 (1.1657) - ---------------------------------------------------------------------------------------------------------------------- Central African Rep. 236 3.4532 (1.7656) - ---------------------------------------------------------------------------------------------------------------------- Cyprus 357 0.2660 (0.1360) - ---------------------------------------------------------------------------------------------------------------------- * except from this are connections to mobile telephone networks - ----------------------------------------------------------------------------------------------------------------------
- ---------- (1) call attemps per seconds (2) The priced in EUR are rounded off to four decimal points. Page 9 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.2 CONNECTIONS THROUGH THE NATIONAL TELEPHONE NETWORK OF TELEKOM TO OTHER NATIONAL TERRESTRIAL NETWORKS VALID FROM 01/01/2000 TO 29/02/2000 1 PRICE STRUCTURE Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. 1.1 The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to Telekom (loi) and the distance measuring point of the local network area at which the connections are timed by a national terrestrial network operator for the connection called. The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: Connections which are timed for telephone connections in the telephone network of a national terrestrial network operator in the local network area in which the connections are transferred. Connections which are timed for telephone connections in the telephone network of a national terrestrial network operator in the local network area which borders directly on the local network area in which the connections are transferred. Connections which are timed for telephone connections in the telephone network of a national terrestrial network operator in the local network areas which are at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are timed for telephone connections in the telephone network of a national terrestrial network operator in the local network area which area at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are timed for telephone connections in the telephone network of a national terrestrial network operator in the local network area which are at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Page 1 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA IV are: connections which are timed for telephone connections in the telephone network of a national terrestrial network operator in the local network area which have a tariff distance of more than 200 km from the local network area in which the connections are transferred. 1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: STANDARD TARIFF The standard tariff is applied in the time from 9 a.m. to 9 p.m. OFF-PEAK TARIFF The off-peak tariff is applied in the time from 9 p.m. to 9 a.m. 2 PRICE For the establishment of a connection and maintenance of a connection the following prices will be applied first of all as a down-payment: TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0429 DM/minute 0.0267 DM/minute (0.0219 EUR/minute) (0.0137 EUR/minute)(1) II 0.0505 DM/minute 0.0307 DM/minute (0.0258 EUR/minute) (0.0157 EUR/minute) III 0.0562 DM/minute 0.0327 DM/minute (0.0287 EUR/minute) (0.0167 EUR/minute) IV 0.0637 DM/minute 0.0392 DM/minute (0.0326 EUR/minute) (0.0200 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 2 Interconnection Contract with FirstMark Confidential The invoices for the service Telekom-O.2 for the months January 2000 and February 2000 will be cancelled retroactively and the charges from April 2000 invoiced on the basis of the following charges retroactively. Telekom will pay FirstMark the respective difference. TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0324 DM/minute 0.0202 DM/minute (0.0166 EUR/minute) (0.0103 EUR/minute)(1) II 0.0382 DM/minute 0.0232 DM/minute (0.0195 EUR/minute) (0.0119 EUR/minute) III 0.0425 DM/minute 0.0247 DM/minute (0.0217 EUR/minute) (0.0126 EUR/minute) IV 0.0481 DM/minute 0.0296 DM/minute (0.0246 EUR/minute) (0.0151 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 3 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.2 CONNECTIONS THROUGH THE NATIONAL TELEPHONE NETWORK OF TELEKOM TO OTHER NATIONAL TERRESTRIAL NETWORKS VALID FROM 01/03/2000 TO 31/03/2000 1 PRICE STRUCTURE Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. 1.1 The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to Telekom (loi) and the distance measuring point of the local network area at which the connections are timed by a national terrestrial network operator for the connection called. The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: Connections which are timed for telephone connections in the telephone network of a national terrestrial network operator in the local network area in which the connections are transferred. Connections which are timed for telephone connections in the telephone network of a national terrestrial network operator in the local network area which borders directly on the local network area in which the connections are transferred. Connections which are timed for telephone connections in the telephone network of a national terrestrial network operator in the local network areas which are at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are timed for telephone connections in the telephone network of a national terrestrial network operator in the local network area which area at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are timed for telephone connections in the telephone network of a national terrestrial network operator in the local network area which are at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Page 4 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA IV are: connections which are timed for telephone connections in the telephone network of a national terrestrial network operator in the local network area which have a tariff distance of more than 200 km from the local network area in which the connections are transferred. 1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. 2 PRICE The following prices are applied for the establishment of the connection and for the maintenance of a connection: TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0373 DM/minute 0.0232 DM/minute (0.0191 EUR/minute) (0.0119 EUR/minute)(1) II 0.0439 DM/minute 0.0267 DM/minute (0.0224 EUR/minute) (0.0136 EUR/minute) III 0.0488 DM/minute 0.0284 DM/minute (0.0250 EUR/minute) (0.0145 EUR/minute) IV 0.0554 DM/minute 0.0341 DM/minute (0.0283 EUR/minute) (0.0174 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 5 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.2 CONNECTIONS THROUGH THE NATIONAL TELEPHONE NETWORK OF TELEKOM TO OTHER NATIONAL TERRESTRIAL NETWORKS VALID FROM 01/04/2000 TO 31/01/2001 1 PRICE STRUCTURE Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. 1.1 The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to Telekom (loi) and the distance measuring point of the local network area at which the connections are timed by a national terrestrial network operator for the connection called. The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: Connections which are timed for telephone connections in the telephone network of a national terrestrial network operator in the local network area in which the connections are transferred. Connections which are timed for telephone connections in the telephone network of a national terrestrial network operator in the local network area which borders directly on the local network area in which the connections are transferred. Connections which are timed for telephone connections in the telephone network of a national terrestrial network operator in the local network areas which are at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are timed for telephone connections in the telephone network of a national terrestrial network operator in the local network area which area at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are timed for telephone connections in the telephone network of a national terrestrial network operator in the local network area which are at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Page 6 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA IV are: connections which are timed for telephone connections in the telephone network of a national terrestrial network operator in the local network area which have a tariff distance of more than 200 km from the local network area in which the connections are transferred. 1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. 2 PRICE The following prices are applied for the establishment of the connection and for the maintenance of a connection: TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0425 DM/minute 0.0275 DM/minute (0.0217 EUR/minute) (0.0141 EUR/minute)(1) II 0.0525 DM/minute 0.0283 DM/minute (0.0268 EUR/minute) (0.0145 EUR/minute) III 0.0565 DM/minute 0.0303 DM/minute (0.0289 EUR/minute) (0.0155 EUR/minute) IV 0.0753 DM/minute 0.0392 DM/minute (0.0385 EUR/minute) (0.0200 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 7 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.3 CONNECTIONS THROUGH THE TELEPHONE NETWORK OF TELEKOM TO THE NATIONAL MOBILE TELEPHONE NETWORKS VALID FROM 01/01/2000 TO 29/02/2000 Price Adaptation Clause On the basis of the awarded charge approval, the prices for service Telekom-O.3 will be adapted to the new pay-out rates - as soon as the pay-out rates to the mobile telephone network operators which are basis of the charges are altered. 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection and the target network. The duration of the connection is measured in seconds. 1.2 The following tariff times are applied for the prices of establishment of the connection and the maintenance of the connection: STANDARD TARIFF 1 The standard tariff 1 is applied on working days in the time from 8 a.m. to 6 p.m. OFF-PEAK TARIFF 1 The off-peak tariff 1 is applied on working days in the time between 6 p.m. and 8 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. STANDARD TARIFF 2 The standard tariff 2 is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF 2 The off-peak tariff 2 is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. Page 1 Interconnection Contract with FirstMark Confidential 2 PRICE For the establishment of a connection and maintenance of a connection the following prices will be applied first of all as a down-payment: TARGET NETWORK STANDARD TARIFF 1 OFF-PEAK TARIFF 1 -------------- ----------------- ----------------- D1 0.6590 DM/minute 0.3406 DM/minute (0.3369 EUR/minute) (0.1741 EUR/minute)(1) D2 0.6720 DM/minute 0.3476 DM/minute (0.3436 EUR/minute) (0.1777 EUR/minute) C network 0.6590 DM/minute 0.3406 DM/minute (0.3369 EUR/minute) (0.1741 EUR/minute) TARGET NETWORK STANDARD TARIFF 2 OFF-PEAK TARIFF 2 -------------- ----------------- ----------------- E2 0.6949 DM/minute 0.3466 DM/minute (0.3553 EUR/minute) (0.1772 EUR/minute) E-plus 1.0428 DM/minute 0.4057 DM/minute (0.5332 EUR/minute) (0.2074 EUR/minute) The invoices for service Telekom-0.3 for the months January 2000 and February 2000 will be cancelled retroactively and the charges from April 2000 invoiced on the basis of the following charges retroactively. Telekom will pay FirstMark the respective difference. TARGET NETWORK STANDARD TARIFF 1 OFF-PEAK TARIFF 1 -------------- ----------------- ----------------- D1 0.6570 DM/minute 0.3398 DM/minute (0.3359 EUR/minute) (0.1737 EUR/minute) D2 0.6700 DM/minute 0.3468 DM/minute (0.3426 EUR/minute) (0.1773 EUR/minute) C network 0.6570 DM/minute 0.3398 DM/minute (0.3359 EUR/minute) (0.1737 EUR/minute) TARGET NETWORK STANDARD TARIFF 2 OFF-PEAK TARIFF 2 -------------- ----------------- ----------------- E2 0.6930 DM/minute 0.3458 DM/minute (0.3543 EUR/minute) (0.1768 EUR/minute) E-plus 1.0408 DM/minute 0.4049 DM/minute (0.5322 EUR/minute) (0.2070 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 2 Interconnection Contract with FirstMark Confidential The invoices for the service Telekom-0.3 for the month February 2000 will be cancelled retroactively and the charges from April 2000 invoiced on the basis of the following charges retroactively. Telekom will pay FirstMark the respective difference. TARGET NETWORK STANDARD TARIFF 1 OFF-PEAK TARIFF 1 -------------- ----------------- ----------------- D1 0.3306 DM/minute 0.3306 DM/minute (0.1690 EUR/minute) (0.1690 EUR/minute)(1) D2 0.6700 DM/minute 0.3468 DM/minute (0.3426 EUR/minute) (0.1773 EUR/minute) C network 0.3306 DM/minute 0.3306 DM/minute (0.1690 EUR/minute) (0.1690 EUR/minute) TARGET NETWORK STANDARD TARIFF 2 OFF-PEAK TARIFF 2 -------------- ----------------- ----------------- E2 0.6930 DM/minute 0.3458 DM/minute (0.3543 EUR/minute) (0.1768 EUR/minute) E-plus 1.0408 DM/minute 0.4049 DM/minute (0.5322 EUR/minute) (0.2070 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 3 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.3 CONNECTIONS THROUGH THE TELEPHONE NETWORK OF TELEKOM TO THE NATIONAL MOBILE TELEPHONE NETWORKS VALID FROM 01/03/2000 TO 31/03/2000 Price Adaptation Clause On the basis of the awarded charge approval, the prices for service Telekom-O.3 will be adapted to the new pay-out rates - as soon as the pay-out rates to the mobile telephone network operators which are basis of the charges are altered. 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection and the target network. The duration of the connection is measured in seconds. 1.3 The following tariff times are applied for the prices of establishment of the connection and the maintenance of the connection: PEAK TARIFF 1 The peak tariff 1 is applied on working days in the time from 8 a.m. to 6 p.m. OFF-PEAK TARIFF 1 The off-peak tariff 1 is applied on working days in the time between 6 p.m. and 8 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. PEAK TARIFF 2 The Peak tariff 2 is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF 2 The off-peak tariff 2 is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. Page 4 Interconnection Contract with FirstMark Confidential 2 PRICE For the establishment of a connection and maintenance of a connection the following prices will be applied first of all as a down-payment: TARGET NETWORK PEAK TARIFF 1 OFF-PEAK TARIFF 1 -------------- ------------- ----------------- D1 0.3306 DM/minute 0.3306 DM/minute (0.1690 EUR/minute) (0.1690 EUR/minute)(1) D2 0.6700 DM/minute 0.3468 DM/minute (0.3426 EUR/minute) (0.1773 EUR/minute) C network 0.3306 DM/minute 0.3306 DM/minute (0.1690 EUR/minute) (0.1690 EUR/minute) TARGET NETWORK PEAK TARIFF 2 OFF-PEAK TARIFF 2 -------------- ------------- ----------------- E2 0.6930 DM/minute 0.3458 DM/minute (0.3543 EUR/minute) (0.1768 EUR/minute) E-plus 1.0408 DM/minute 0.4049 DM/minute (0.5322 EUR/minute) (0.2070 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 5 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.3 CONNECTIONS THROUGH THE TELEPHONE NETWORK OF TELEKOM TO THE NATIONAL MOBILE TELEPHONE NETWORKS VALID FROM 01/04/2000 TO 31/01/2001 Price Adaptation Clause On the basis of the awarded charge approval, the prices for service Telekom-O.3 will be adapted to the new pay-out rates - as soon as the pay-out rates to the mobile telephone network operators which are basis of the charges are altered. 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection and the target network. The duration of the connection is measured in seconds. 1.2 The following tariff times are applied for the prices of establishment of the connection and the maintenance of the connection: PEAK TARIFF 1 The peak tariff 1 is applied on working days in the time from 8 a.m. to 6 p.m. OFF-PEAK TARIFF 1 The off-peak tariff 1 is applied on working days in the time between 6 p.m. and 8 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. PEAK TARIFF 2 The Peak tariff 2 is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF 2 The off-peak tariff 2 is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. Page 6 Interconnection Contract with FirstMark Confidential 2 PRICE For the establishment of a connection and maintenance of a connection the following prices will be applied first of all as a down-payment: TARGET NETWORK PEAK TARIFF 1 OFF-PEAK TARIFF 1 -------------- ------------- ----------------- D1 0.3384 DM/minute 0.3384 DM/minute (0.1730 EUR/minute) (0.1730 EUR/minute)(1) D2 0.6744 DM/minute 0.3584 DM/minute (0.3448 EUR/minute) (0.1832 EUR/minute) C network 0.3384 DM/minute 0.3384 DM/minute (0.1730 EUR/minute) (0.1730 EUR/minute) TARGET NETWORK PEAK TARIFF 2 OFF-PEAK TARIFF 2 -------------- ------------- ----------------- E2 0.6974 DM/minute 0.3574 DM/minute (0.3566 EUR/minute) (0.1827 EUR/minute) E-plus 1.0452 DM/minute 0.4165 DM/minute (0.5344 EUR/minute) (0.2130 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 7 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.4 CONNECTIONS TO INMARSAT CONNECTIONS VALID FROM 01/01/2000 TO 29/02/2000 1 PRICE STRUCTURE Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection and the type of the Inmarsat connection. The duration of the connection is measured in seconds. 2 PRICE For the establishment of the connection and the maintenance of the connection the prices determined by the regulation decisions will be applied provisionally for this service at first as downpayments: TYPE OF THE INMARSAT CONNECTION PRICE ------------------------------- ----- Inmarsat A 8.6770 DM/minute (4.4365 EUR/minute)(1) Inmarsat B 7.6020 DM/minute (3.8868 EUR/minute) Inmarsat Aero 8.6690 DM/minute (4.4324 EUR/minute) Inmarsat M 7.5600 DM/minute (3.8654 EUR/minute) Inmarsat Phone 6.2490 DM/minute (3.1951) EUR/minute) Inmarsat B-HS 20.1150 DM/minute (10.2846 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 1 Interconnection Contract with FirstMark Confidential The invoices for the service Telekom-0.4 for the months January 2000 and February 2000 will be cancelled retroactively and the charges from April 2000 invoiced on the basis of the following charges retroactively. Telekom will pay FirstMark the respective difference. TYPE OF THE INMARSAT CONNECTION PRICE ------------------------------- ----- Inmarsat A 8.6624 DM/minute (4.4290 EUR/minute)(1) Inmarsat B 7.5704 DM/minute (3.8707 EUR/minute) Inmarsat Aero 8.6475 DM/minute (4.4214 EUR/minute) Inmarsat M 7.5497 DM/minute (3.8601 EUR/minute) Inmarsat Phone 6.2292 DM/minute (3.1849) EUR/minute) Inmarsat B-HS 20.0875 DM/minute (10.2706 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 2 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.4 CONNECTIONS TO INMARSAT CONNECTIONS VALID FROM 01/03/2000 TO 31/03/2000 1 PRICE STRUCTURE Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection and the type of the Inmarsat connection. The duration of the connection is measured in seconds. 2 PRICE The following prices are applied for the establishment of the connection and the maintenance of the connection: TYPE OF THE INMARSAT CONNECTION PRICE ------------------------------- ----- Inmarsat A 8.6624 DM/minute (4.4290 EUR/minute)(1) Inmarsat B 7.5704 DM/minute (3.8707 EUR/minute) Inmarsat Aero 8.6475 DM/minute (4.4214 EUR/minute) Inmarsat M 7.5497 DM/minute (3.8601 EUR/minute) Inmarsat Phone 6.2292 DM/minute (3.1849) EUR/minute) Inmarsat B-HS 20.0875 DM/minute (10.2706 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 3 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.4 CONNECTIONS TO INMARSAT CONNECTIONS VALID FROM 01/04/2000 TO 31/01/2001 1 PRICE STRUCTURE Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection and the type of the Inmarsat connection. The duration of the connection is measured in seconds. 2 PRICE The following prices are applied for the establishment of the connection and the maintenance of the connection: TYPE OF THE INMARSAT CONNECTION PRICE ------------------------------- ----- Inmarsat A 8.6611 DM/minute (4.4283 EUR/minute)(1) Inmarsat B 7.5681 DM/minute (3.8695 EUR/minute) Inmarsat Aero 8.6413 DM/minute (4.4182 EUR/minute) Inmarsat M 7.5452 DM/minute (3.8578 EUR/minute) Inmarsat Phone 6.2258 DM/minute (3.1832) EUR/minute) Inmarsat B-HS 20.0814 DM/minute (10.2675 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 4 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.5 CONNECTIONS TO FREE PHONE SERVICE OF FIRSTMARK UNDER THE SERVICE IDENTIFICATION 0800 OR 0130 VALID FROM 01/07/1999 TO 31/01/2000 1 PRICE STRUCTURE Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection and the tariff times. The duration of the connection is measured in seconds. The following tariff times are applied for the prices of establishment of the connection and the maintenance of the connection: STANDARD TARIFF The standard tariff is applied on working days in the time from 9 a.m. to 9 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 9 p.m. and 9 a.m. 2 PRICE The following prices are applied for the establishment of the connection and the maintenance of the connection: For the connection from terrestrial networks: STANDARD TARIFF OFF-PEAK TARIFF --------------- --------------- 0.0265 DM/minute 0.0167 DM/minute (0.0135 EUR/minute) 0.0085 EUR/minute)(1) For connections from mobile telephone networks: STANDARD TARIFF OFF-PEAK TARIFF --------------- --------------- Origin D1 / C network 0.6283 DM/minute 0.3212 DM/minute (0.3213 EUR/minute) (0.1642 EUR/minute) Origin D2 0.5603 DM/minute 0.6332 DM/minute (0.2865 EUR/minute) (0.3237 EUR/minute) Origin E-plus 0.6283 DM/minute 0.3212 DM/minute (0.3213 EUR/minute) (0.1642 EUR/minute) Origin E2 0.6283 DM/minute 0.3212 DM/minute (0.3213 EUR/minute) (0.1642 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 1 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.5 CONNECTIONS TO FREE PHONE SERVICE OF FIRSTMARK UNDER THE SERVICE IDENTIFICATION 0800 OR 0130 VALID FROM 01/02/2000 TO 29/02/2000 1 PRICE STRUCTURE Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection and the tariff times. The duration of the connection is measured in seconds. The following tariff times are applied for the prices of establishment of the connection and the maintenance of the connection: STANDARD TARIFF The standard tariff is applied on working days in the time from 9 a.m. to 9 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 9 p.m. and 9 a.m. 2 PRICE The following prices are applied for the establishment of the connection and the maintenance of the connection: For the connection from terrestrial networks: STANDARD TARIFF OFF-PEAK TARIFF --------------- --------------- 0.0265 DM/minute 0.0167 DM/minute (0.0135 EUR/minute) 0.0085 EUR/minute)(1) For connections from mobile telephone networks: STANDARD TARIFF OFF-PEAK TARIFF --------------- --------------- Origin D1 / C network 0.3193 DM/minute 0.3122 DM/minute (0.1633 EUR/minute) (0.1596 EUR/minute) Origin D2 0.5603 DM/minute 0.6332 DM/minute (0.2865 EUR/minute) (0.3237 EUR/minute) Origin E-plus 0.6283 DM/minute 0.3212 DM/minute (0.3213 EUR/minute) (0.1642 EUR/minute) Origin E2 0.6283 DM/minute 0.3212 DM/minute (0.3213 EUR/minute) (0.1642 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 2 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.5 CONNECTIONS TO FREE PHONE SERVICE OF FIRSTMARK UNDER THE SERVICE IDENTIFICATION 0800 OR 0130 VALID FROM 01/03/2000 TO 31/03/2000 1 PRICE STRUCTURE Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection and the tariff times. The duration of the connection is measured in seconds. The following tariff times are applied for the prices of establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. 2 PRICE The following prices are applied for the establishment of the connection and the maintenance of the connection: For the connection from terrestrial networks: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.0240 DM/minute 0.0151 DM/minute (0.0123 EUR/minute) 0.0077 EUR/minute)1 - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 3 Interconnection Contract with FirstMark Confidential For connections from mobile telephone networks: PEAK TARIFF OFF-PEAK TARIFF Origin D1 / C network 0.3169 DM/minute 0.3107 DM/minute (0.1620 EUR/minute) (0.1589 EUR/minute)(1) Origin D2 0.5579 DM/minute 0.6317 DM/minute (0.2852 EUR/minute) (0.3230 EUR/minute) Origin E-plus 0.6259 DM/minute 0.3197 DM/minute (0.3200 EUR/minute) (0.1635 EUR/minute) Origin E2 0.6259 DM/minute 0.3197 DM/minute (0.3200 EUR/minute) (0.1635 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 4 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.5 CONNECTIONS TO FREE PHONE SERVICE OF FIRSTMARK UNDER THE SERVICE IDENTIFICATION 0800 OR 0130 VALID FROM 01/04/2000 TO 31/01/2001 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. For the signalling query to the central data bank (IN), an event-related price of 0.0323 DM/connection is calculated. The distance of the tariff is measured between the distance measuring point of the local network area at which connections are established (locations of interconnection) and the distance measuring point of the local network area at which the connections are transferred to First Mark. The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are established in the telephone network of Telekom in the local network area in which the connections are transferred. Connections which are established in the telephone network of Telekom in local network areas which border directly on the local network area in which the connections are transferred. Connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Page 5 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA IV are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of more than 200 km from the local network area in which the connections are transferred. 1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days (Monday to Friday) in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. 2 PRICE 2.1 Price from implementation of the carrier selection phase II. 2.1.1 For connections with their origin in the telephone network of Telekom: The following prices are applied for the establishment of the connection and the maintenance of the connection: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0171 DM/minute 0.0108 DM/minute (0.0088 EUR/minute) (0.0055 EUR/minute)1 II 0.0292 DM/minute 0.0175 DM/minute (0.0149 EUR/minute) (0.0090 EUR/minute) III 0.0369 DM/minute 0.0204 DM/minute (0.0189 EUR/minute) (0.0104 EUR/minute) IV 0.0447 DM/minute 0.0275 DM/minute (0.0228 EUR/minute) (0.0140 EUR/minute) For the signalling query to the central data base (IN) an event-related price of 0.0323 DM/connection will be calculated in addition. - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 6 Interconnection Contract with FirstMark Confidential 2.1.2 For the connections with their origin in other terrestrial networks: The following prices are applied for the establishment of the connection and the maintenance of the connection: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0425 DM/minute 0.0275 DM/minute (0.0217 EUR/minute) (0.0141 EUR/minute)(1) II 0.0525 DM/minute 0.0283 DM/minute (0.0268 EUR/minute) (0.0145 EUR/minute) III 0.0565 DM/minute 0.0303 DM/minute (0.0289 EUR/minute) (0.0155 EUR/minute) IV 0.0753 DM/minute 0.0392 DM/minute (0.0385 EUR/minute) (0.0200 EUR/minute) For the signalling query to the central data base (IN) an event-related price of 0.0323 DM/connection will be calculated in addition. For connections with origin in mobile telephone networks: The following prices are applied for the establishment of the connection and the maintenance of the connection: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- Origin D1 / C network 0.3228 DM/minute 0.3228 DM/minute (0.1650 EUR/minute) (0.1650 EUR/minute) Origin D2 0.5638 DM/minute 0.6438 DM/minute (0.2883 EUR/minute) (0.3292 EUR/minute) Origin E-plus 0.6318 DM/minute 0.3318 DM/minute (0.3230 EUR/minute) (0.1696 EUR/minute) Origin E2 0.6318 DM/minute 0.3318 DM/minute (0.3230 EUR/minute) (0.1696 EUR/minute) For the signalling query to the central data base (IN) an event-related price of 0.0323 DM/connection will be calculated in addition. - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 7 Interconnection Contract with FirstMark Confidential 2.2 Price up to implementation of carrier selection phase II Up to the point of time at which through the implementation of the carrier selection phase II the selection of the connection network operator for connections to value-added services is suppressed, separate measurement and invoicing of the connections with their origin in the telephone network of Telekom and origins in other terrestrial networks is not possible. For this period, the following prices determined on the basis of a mixed calculation plus 0.0323 DM/connection will be applied in the invoice for the signalling query to the central data base (IN). For the connections with their origin in terrestrial networks: The following prices are applied for the establishment of the connection and the maintenance of the connection: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0223 DM/minute 0.0142 DM/minute (0.0114 EUR/minute) (0.0073 EUR/minute)1 II 0.0332 DM/minute 0.0203 DM/minute (0.0170 EUR/minute) (0.0104 EUR/minute) III 0.0401 DM/minute 0.0229 DM/minute (0.0205 EUR/minute) (0.0117 EUR/minute) IV 0.0471 DM/minute 0.0293 DM/minute (0.0241 EUR/minute) (0.0150 EUR/minute) For the signalling query to the central data base (IN) an event-related price of 0.0323 DM/connection will be calculated in addition. For connections with origin in mobile telephone networks: The following prices are applied for the establishment of the connection and the maintenance of the connection: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- Origin D1 / C network 0.3228 DM/minute 0.3228 DM/minute (0.1650 EUR/minute) (0.1650 EUR/minute) Origin D2 0.5638 DM/minute 0.6438 DM/minute (0.2883 EUR/minute) (0.3292 EUR/minute) Origin E-plus 0.6318 DM/minute 0.3318 DM/minute (0.3230 EUR/minute) (0.1696 EUR/minute) Origin E2 0.6318 DM/minute 0.3318 DM/minute (0.3230 EUR/minute) (0.1696 EUR/minute) For the signalling query to the central data base (IN) an event-related price of 0.0323 DM/connection will be calculated in addition. - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 8 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.6 CONNECTIONS TO THE SHARED COST SERVICE 0180 OF TELEKOM AND TO THE SHARED COST SERVICE 0180 OF OTHER NETWORK OPERATORS VALID FROM 01/01/2000 TO 29/02/2000 1 STANDARD-FORM CONTRACT CONDITIONS PRICE For connections to the shared cost service of Telekom and to the shared cost service 0180 of other network operators, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The prices shown in them will be converted as follows into minute and/or to price per connection: o for the service identification number 0180 1: standard tariff 60 SEC * 1 TU(1) ---------------- Standard-form Contract Conditions time unit(2) (118 sec) off-peak tariff 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (210 sec) o for the service identification no. 0180 2: Standard-form Contract Conditions-price/connection (1 TU) o for the service identification no. 0180 3 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (40 sec) o for the service identification no. 0180 4: Standard-form Contract Conditions-price/connection (4 TU) o for the service identification no. 0180 5 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (30 sec) The converted Standard-form Contract Conditions price will then be: for the service identification number 0180 1 at the standard tariff: 0.0526 DM/minute; at the off-peak tariff: 0.0295 DM/minute; o for the service identification no. 0180 2 0.1034 DM/connection; o for the service identification no. 0180 3 0.1551 DM/minute; o for the service identification no. 0180 4 0.4136 DM/connection; o for the service identification no. 0180 5 0.2068 DM/minute. The duration of the connection is measured in seconds. - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1034 DM. (2) The Standard-term Contract Conditions unit is 90 or 150 secs in the standard tariff (ratio 15/113) and 150 or 240 secs in the off-peak tariff (ratio 4/5). Page 1 Interconnection Contract with FirstMark Confidential 2 REFUND FOR TRANSPORT SERVICE OF FIRSTMARK FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of connection for connections with the service identification nos. 0180 1, 0180 3 and 0180 5 is measured in seconds. An average connection duration of 3 minutes is taken as basis for connections of the service identification nos. 0180 2 and 0180 4. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area 1. The refund will be: FOR THE SERVICE --------------- IDENTIFICATION NO. STANDARD TARIFF OFF-PEAK TARIFF ------------------ --------------- --------------- 0180 1, 0180 3, 0180 5 0.0429 DM/minute 0.0267 DM/minute FOR THE SERVICE --------------- IDENDTIFICATION NO.(1) STANDARD TARIFF OFF-PEAK TARIFF -------------------- --------------- --------------- 0180 2, 0180 4 0.1287 DM/connection 0.0801 DM/connection 3 REFUND FOR EXPENSES OF TELEKOM SAVED 3.1 Refund of expenses saved for Telekom services FirstMark will receive a refund for the expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1. The refund will be: for the service identification number 0180 1 at the standard tariff: 0.0042 DM/minute; at the off-peak tariff: 0.0024 DM/minute; o for the service identification no. 0180 2 0.0083 DM/connection; o for the service identification no. 0180 3 0.0124 DM/minute; o for the service identification no. 0180 4 0.0331 DM/connection; o for the service identification no. 0180 5 0.0165 DM/minute. - ---------- (1) The re-calculation of the refund of transport costs will take place on the basis of the minute price. Page 2 Interconnection Contract with FirstMark Confidential 3.2 Refund for expenses saved with other network operators FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1 less a transit charge amounting to 0.0020 DM/minute for the expenses saved of FirstMark. The refund will be: for the service identification number 0180 1 at the standard tariff: 0.0022 DM/minute; at the off-peak tariff: 0.0004 DM/minute; o for the service identification no. 0180 2 0.0023 DM/connection; o for the service identification no. 0180 3 0.0104 DM/minute; o for the service identification no. 0180 4 0.0271 DM/connection; o for the service identification no. 0180 5 0.0145 DM/minute. Page 3 Interconnection Contract with FirstMark Confidential 4 INVOICE The following figures are applied on the invoice: 4.1 Invoicing of Telekom services SERVICE STANDARD TARIFF OFF-PEAK TARIFF IDENTIFICATION NO. --------------- --------------- ------------------ 0180 1 0.0055 DM/minute 0.0004 DM/minute (0.0028 EUR/minute) (0.0002 EUR/minute)1 0180 2 - 0.0336 DM/connection 0.0150 DM/connection (- 0.0172 EUR/connection) (0.0077 EUR/connection) 0180 3 0.0998 DM/minute 0.1160 DM/minute (0.0510 EUR/minute) (0.0593 EUR/minute) 0180 4 0.2518 DM/connection 0.3004 DM/connection (0.1287 EUR/connection) (0.1536 EUR/connection) 0180 5 0.1474 DM/minute 0.1636 DM/minute (0.0753 EUR/minute) (0.0836 EUR/minute) 4.2 Invoicing of services of other network operators SERVICE STANDARD TARIFF OFF-PEAK TARIFF IDENTIFICATION NO. --------------- --------------- ------------------ 0180 1 0.0075 DM/minute 0.0024 DM/minute (0.0038 EUR/minute) (0.0012 EUR/minute) 0180 2 - 0.0276 DM/connection 0.0210 DM/connection (- 0.0141 EUR/connection) (0.0108 EUR/connection) 0180 3 0.1018 DM/minute 0.1180 DM/minute (0.0520 EUR/minute) (0.0603 EUR/minute) 0180 4 0.2578 DM/connection 0.3064 DM/connection (0.1318 EUR/connection) (0.1576 EUR/connection) 0180 5 0.1494 DM/minute 0.1656 DM/minute (0.0764 EUR/minute) (0.0846 EUR/minute) The block tariff according to 1 shown for the service identification numbers 0180 2 and 0180 4 assumes an average duration of connection of 3 minutes. In the case of the assumed average duration of connection being exceeded by more than 30%, recalculation of the transport cost refund in accordance with 2 amounting to the actual duration of connection above the assumed average duration of connection will take place. - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 4 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.6 CONNECTIONS TO THE SHARED COST SERVICE 0180 OF TELEKOM AND TO THE SHARED COST SERVICE 0180 OF OTHER NETWORK OPERATORS VALID FROM 01/03/2000 TO 31/03/2000 1 STANDARD-FORM CONTRACT CONDITIONS PRICE For connections to the shared cost service of Telekom and to the shared cost service 0180 of other network operators, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The prices shown in them will be converted as follows into minute and/or to price per connection: o for the service identification number 0180 1: standard tariff 60 SEC * 1 TU(1) -------------- Standard-form Contract Conditions time unit(2) (90 sec) off-peak tariff 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (196 sec) o for the service identification no. 0180 2: Standard-form Contract Conditions-price/connection (1 TU) o for the service identification no. 0180 3 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (40 sec) o for the service identification no. 0180 4: Standard-form Contract Conditions -price/connection (4 TU) o for the service identification no. 0180 5 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (30 sec) The converted Standard-form Contract Conditions price will then be: for the service identification number 0180 1 at the peak tariff: 0.0689 DM/minute; at the off-peak tariff: 0.0317 DM/minute; o for the service identification no. 0180 2 0.1034 DM/connection; o for the service identification no. 0180 3 0.1551 DM/minute; o for the service identification no. 0180 4 0.4136 DM/connection; o for the service identification no. 0180 5 0.2068 DM/minute. The duration of the connection is measured in seconds. - ---------- (1) TU = 1 tariff unit which is at present 0.1034 DM. (2) The Standard-form Contract Conditions unit is 150 or 240 secs in the Off-peak tariff (ratio 60/63). Page 5 Interconnection Contract with FirstMark Confidential 2 REFUND FOR TRANSPORT SERVICE OF FIRSTMARK FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of connection for connections with the service identification nos. 0180 1, 0180 3 and 0180 5 is measured in seconds. An average connection duration of 3 minutes is taken as basis for connections of the service identification nos. 0180 2 and 0180 4. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area 1. The refund will be: FOR THE SERVICE NUMBERS PEAK TARIFF OFF-PEAK TARIFF ----------------------- ----------- --------------- 0180 1, 0180 3, 0180 5 0.0373 DM/minute 0.0232 DM/minute FOR THE SERVICE NUMBERS(1) PEAK TARIFF OFF-PEAK TARIFF -------------------------- ----------- --------------- 0180 2, 0180 4 0.1119 DM/connection 0.0696 DM/connection 3 REFUND FOR EXPENSES OF TELEKOM SAVED 3.1 Refund of expenses saved for Telekom services FirstMark will receive a refund for the expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1. The refund will be: for the service identification number 0180 1 at the peak tariff: 0.0055 DM/minute; at the off-peak tariff: 0.0025 DM/minute; o for the service identification no. 0180 2 0.0083 DM/connection; o for the service identification no. 0180 3 0.0124 DM/minute; o for the service identification no. 0180 4 0.0331 DM/connection; o for the service identification no. 0180 5 0.0165 DM/minute. - ---------- (1) The re-calculating of the refund of transport costs will take place on the basis of the minute price. Page 6 Interconnection Contract with FirstMark Confidential 3.2 Refund for expenses saved with other network operators FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1 less a transit charge amounting to 0.0020 DM/minute for the expenses saved of FirstMark. The refund will be: for the service identification number 0180 1 at the peak tariff: 0.0035 DM/minute; at the off-peak tariff: 0.0005 DM/minute; o for the service identification no. 0180 2 0.0023 DM/connection; o for the service identification no. 0180 3 0.0104 DM/minute; o for the service identification no. 0180 4 0.0271 DM/connection; o for the service identification no. 0180 5 0.0145 DM/minute. Page 7 Interconnection Contract with FirstMark Confidential 4 INVOICE The following figures are applied on the invoice: 4.1 Invoicing of Telekom services SERVICE PEAK TARIFF OFF-PEAK TARIFF IDENTIFICATION NO. ----------- --------------- ------------------ 0180 1 0.0261 DM/minute 0.0060 DM/minute (0.0133 EUR/minute) (0.0030 EUR/minute)(1) 0180 2 - 0.0168 DM/connection 0.0255 DM/connection (- 0.0086 EUR/connection) (0.0131 EUR/connection) 0180 3 0.1054 DM/minute 0.1195 DM/minute (0.0539 EUR/minute) (0.0611 EUR/minute) 0180 4 0.2686 DM/connection 0.3109 DM/connection (0.1373 EUR/connection) (0.1590 EUR/connection) 0180 5 0.1530 DM/minute 0.1671 DM/minute (0.0782 EUR/minute) (0.0854 EUR/minute) 4.2 Invoicing of services of other network operators SERVICE PEAK TARIFF OFF-PEAK TARIFF IDENTIFICATION NO. ----------- --------------- ------------------ 0180 1 0.0281 DM/minute 0.0080 DM/minute (0.0144 EUR/minute) (0.0041 EUR/minute) 0180 2 - 0.0108 DM/connection 0.0315 DM/connection (- 0.0055 EUR/connection) (0.0161 EUR/connection) 0180 3 0.1074 DM/minute 0.1215 DM/minute (0.0549 EUR/minute) (0.0621 EUR/minute) 0180 4 0.2746 DM/connection 0.3169 DM/connection (0.1404 EUR/connection) (0.1620 EUR/connection) 0180 5 0.1550 DM/minute 0.1691 DM/minute (0.0792 EUR/minute) (0.0864 EUR/minute) The block tariff according to 1 shown for the service identification numbers 0180 2 and 0180 4 assumes an average duration of connection of 3 minutes. In the case of the assumed average duration of connection being exceeded by more than 30%, re-calculation of the transport cost refund in accordance with 2 amounting to the actual duration of connection above the assumed average duration of connection will take place. - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 8 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.6 CONNECTIONS TO THE SHARED COST SERVICE 0180 OF TELEKOM AND TO THE SHARED COST SERVICE 0180 OF OTHER NETWORK OPERATORS VALID FROM 01/04/2000 TO 31/01/2001 1 PRICE For the service Telekom-O.6, FirstMark will pay Telekom the following listed prices. The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time from 6 p.m. to 9 a.m. and Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. The block tariff shown for the service identification numbers 0180 2 and 0180 4 assumes an average duration of connection of 3 minutes. In the case of the assumed average duration of connection being exceeded by more than 30%, re-calculation of the transport cost refund in accordance with 2.2 amounting to the actual duration of connection above the assumed average duration of connection will take place. 1.1 Page 9 Interconnection Contract with FirstMark Confidential 1.1 PRICES FROM IMPLEMENTATION OF THE CARRIER SELECTION PHASE II 1.1.1 For the connection to services of Telekom: Service identification no. 0180 1 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0463 DM/minute 0.0183 DM/minute (0.0237 EUR/minute) (0.0094 EUR/minute)1 II 0.0342 DM/minute 0.0116 DM/minute (0.0175 EUR/minute) (0.0059 EUR/minute) III 0.0265 DM/minute 0.0087 DM/minute (0.0135 EUR/minute) (0.0044 EUR/minute) IV 0.0187 DM/minute 0.0016 DM/minute (0.0096 EUR/minute) (0.0008 EUR/minute) Service identification no. 0180 2 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0437 DM/connection 0.0626 DM/connection (0.0223 EUR/connection) (0.0320 EUR/connection) II 0.0074 DM/connection 0.0425 DM/connection (0.0038 EUR/connection) (0.0217 EUR/connection) III - 0.0157 DM/connection 0.0338 DM/connection (- 0.0080 EUR/connection) (0.0173 EUR/connection) IV - 0.0391 DM/connection 0.0125 DM/connection (- 0.0200 EUR/connection) (0.0064 EUR/connection) Service identification no. 0180 3 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.1255 DM/minute 0.01318 DM/minute (0.0642 EUR/minute) (0.0674 EUR/minute) II 0.1134 DM/minute 0.1251 DM/minute (0.0580 EUR/minute) (0.0640 EUR/minute) III 0.1057 DM/minute 0.1222 DM/minute (0.0540 EUR/minute) (0.0625 EUR/minute) IV 0.0979 DM/minute 0.1151 DM/minute (0.0501 EUR/minute) (0.0588 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 10 Interconnection Contract with FirstMark Confidential Service identification no. 0180 4 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.3288 DM/connection 0.3477 DM/connection (0.1681 EUR/connection) (0.1778 EUR/connection)(1) II 0.2925 DM/connection 0.3276 DM/connection (0.1496 EUR/connection) (0.1675 EUR/connection) III 0.2694 DM/connection 0.3189 DM/connection (0.1377 EUR/connection) (0.1631 EUR/connection) IV 0.2460 DM/connection 0.2976 DM/connection (0.1258 EUR/connection) (0.1522 EUR/connection) Service identification no. 0180 5 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.1730 DM/minute 0.1793 DM/minute (0.0885 EUR/minute) (0.0917 EUR/minute) II 0.1609 DM/minute 0.1726 DM/minute (0.0823 EUR/minute) (0.0882 EUR/minute) III 0.1532 DM/minute 0.1697 DM/minute (0.0783 EUR/minute) (0.0868 EUR/minute) IV 0.1454 DM/minute 0.1626 DM/minute (0.0743 EUR/minute) (0.0831 EUR/minute) 1.1.2 For the connection to services of other network operators: Service identification no. 0180 1 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0483 DM/minute 0.0203 DM/minute (0.0247 EUR/minute) (0.0104 EUR/minute) II 0.0362 DM/minute 0.0136 DM/minute (0.0185 EUR/minute) (0.0070 EUR/minute) III 0.0285 DM/minute 0.0107 DM/minute (0.0146 EUR/minute) (0.0055 EUR/minute) IV 0.0207 DM/minute 0.0036 DM/minute (0.0106 EUR/minute) (0.0018 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 11 Interconnection Contract with FirstMark Confidential Service identification no. 0180 2 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0497 DM/connection 0.0686 DM/connection (0.0254 EUR/connection) (0.0351 EUR/connection) 1 II 0.0134 DM/connection 0.0485 DM/connection (0.0069 EUR/connection) (0.0248 EUR/connection) III - 0.0097 DM/connection 0.0398 DM/connection (- 0.0050 EUR/connection) (0.0203 EUR/connection) IV - 0.0331 DM/connection 0.0185 DM/connection (- 0.0169 EUR/connection) (0.0095 EUR/connection) Service identification no. 0180 3 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.1275 DM/minute 0.01338 DM/minute (0.0652 EUR/minute) (0.0684 EUR/minute) II 0.1154 DM/minute 0.1271 DM/minute (0.0590 EUR/minute) (0.0650 EUR/minute) III 0.1077 DM/minute 0.1242 DM/minute (0.0551 EUR/minute) (0.0635 EUR/minute) IV 0.0999 DM/minute 0.1171 DM/minute (0.0511 EUR/minute) (0.0599 EUR/minute) Service identification no. 0180 4 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.3348 DM/connection 0.3537 DM/connection (0.1712 EUR/connection) (0.1808 EUR/connection) II 0.2985 DM/connection 0.3336 DM/connection (0.1526 EUR/connection) (0.1706 EUR/connection) III 0.2754 DM/connection 0.3249 DM/connection (0.1408 EUR/connection) (0.1661 EUR/connection) IV 0.2520 DM/connection 0.3036 DM/connection (0.1288 EUR/connection) (0.1552 EUR/connection) Service identification no. 0180 5 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.1750 DM/minute 0.1813 DM/minute (0.0895 EUR/minute) (0.0927 EUR/minute) II 0.1629 DM/minute 0.1746 DM/minute (0.0833 EUR/minute) (0.0893 EUR/minute) III 0.1522 DM/minute 0.1717 DM/minute (0.0794 EUR/minute) (0.0878 EUR/minute) IV 0.1474 DM/minute 0.1646 DM/minute (0.0754 EUR/minute) (0.0842 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 12 Interconnection Contract with FirstMark Confidential 1.2 PRICES FOR THE TRANSITION PERIOD UP TO IMPLEMENTATION OF THE CARRIER SELECTION PHASE II Up to the point of time at which through the implementation of the carrier selection phase II the selection of the connection network operator for connection to value-added services is suppressed, the following prices are applied: 1.2.1 Prices to Telekom services: SERVICE PEAK TARIFF OFF-PEAK TARIFF ------- ----------- --------------- IDENTIFICATION NO. ------------------ 0180 1 0.0209 DM/minute 0.0016 DM/minute (0.0107 EUR/minute) (0.0008 EUR/minute)1 0180 2 -0.0325 DM/connection 0.0125 DM/connection (-0.0166 EUR/connection) (0.0064 EUR/connection) 0180 3 0.1001 DM/minute 0.1151 DM/minute (0.0512 EUR/minute) (0.0588 EUR/minute) 0180 4 0.2526 DM/connection 0.2976 DM/connection (0.1292 EUR/connection) (0.1522 EUR/connection) 0180 5 0.1476 DM/minute 0.1626 DM/minute (0.0755 EUR/minute) (0.0831 EUR/minute) 1.2.2 Prices to other network operators services: SERVICE PEAK TARIFF OFF-PEAK TARIFF ------- ----------- --------------- IDENTIFICATION NO. ------------------ 0180 1 0.0229 DM/minute 0.0036 DM/minute (0.0117 EUR/minute) (0.0018 EUR/minute) 0180 2 -0.0265 DM/connection 0.0185 DM/connection (-0.0135 EUR/connection) (0.0095 EUR/connection) 0180 3 0.1021 DM/minute 0.1171 DM/minute (0.0522 EUR/minute) (0.0599 EUR/minute) 0180 4 0.2586 DM/connection 0.3036 DM/connection (0.1322 EUR/connection) (0.1552 EUR/connection) 0180 5 0.1496 DM/minute 0.1646 DM/minute (0.0765 EUR/minute) (0.0842 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 13 Interconnection Contract with FirstMark Confidential 2 CALCULATION OF THE PRICES The price for the service Telekom-O-6 is calculated according to the following formula: Price of the value-added service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of Telekom - expenses saved for invoicing/demands of Telekom ---------------------------------------------------------------------- = Price for the service Telekom-O.6 2.1 PRICE OF THE VALUE-ADDED SERVICE For connections to the shared cost services of Telekom and to the shared cost service 0180 of other network operators, the Standard-form Contract Conditions of Telekom will be applied in the respective current version. The prices shown in this will be converted into minute prices and/or into price per connection as follows: o for the service identification number 0180 1: peak tariff 60 SEC * 1 TU(1) -------------- Standard-form Contract Conditions time unit(1) (90 sec) off-peak tariff 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (196 sec) o for the service identification no. 0180 2: Standard-form Contract Conditions-price/connection (1 TU) o for the service identification no. 0180 3 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (40 sec) o for the service identification no. 0180 4: Standard-form Contract Conditions-price/connection (4 TU) o for the service identification no. 0180 5 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (30 sec) - ---------- (1) TU=1 tariff unit which as present 0.1033 DM. (2) The Standard-form Contract Conditions unit is 150 or 240 secs in the off-peak tariff (ratio 60/63). Page 14 Interconnection Contract with FirstMark Confidential The converted Standard-form Contract Conditions price will then be: for the service identification number 0180 1 at the peak tariff: 0.0689 DM/minute; at the off-peak tariff: 0.0316 DM/minute; o for the service identification no. 0180 2 0.1033 DM/minute; o for the service identification no. 0180 3 0.1550 DM/minute; o for the service identification no. 0180 4 0 4132 DM/minute; o for the service identification no. 0180 5 0.2066 DM/minute. The duration of the connection is measured in seconds. 2.2 EXPENSES SAVED FOR THE TRANSPORT SERVICE OF TELEKOM Decisive for the calculation of the expenses saved of Telekom are the duration of the connection, the distance and the tariff times. The duration of connection for connections with the service identification nos. 0180 1, 0180 3 and 0180 5 is measured in seconds. For connections of the service identification nos. 0180 2 and 0180 4 an average connection duration of 3 minutes is taken as basis. The distance of the tariff is measured between the distance measuring point of the local network area at which connections are established (locations of interconnection) and the distance measuring point of the local network area at which the connections are transferred to Telekom. The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are established in the telephone network of FirstMark in the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in local network areas which border directly on the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Page 15 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA II are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Allotted to the TARIFF AREA IV are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 200 km from the local network area in which the connections are transferred. 2.2.1 The expense saved for the transport will be from implementation of the carrier selection phase II: for the service identification numbers 0180 1, 0180 3, 0180 5 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0171 DM/minute 0.0108 DM/minute II 0.0292 DM/minute) 0.0175 DM/minute III 0.0369 DM/minute) 0.0204 DM/minute IV 0.0447 DM/minute) 0.0275 DM/minute for the service identification numbers1 0180 2, 0180 4 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0513 DM/minute 0.0324 DM/minute II 0.0876 DM/minute) 0.0525 DM/minute III 0.1107 DM/minute) 0.0612 DM/minute IV 0.1341 DM/minute) 0.0825 DM/minute - ---------- (1) The recalculation of the refund of transport costs will take place on the basis of the minute price. Page 16 Interconnection Contract with FirstMark Confidential 2.2.2 The expenses saved for the transport will be from implementation of the carrier selection phase II: The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area 1. The refund will be FOR THE SERVICE NUMBERS PEAK TARIFF OFF-PEAK TARIFF ----------------------- ----------- --------------- 0180, 0180 3, 0180 5 0.0425 DM/minute 0.0275 DM/minute FOR THE SERVICE NUMBERS PEAK TARIFF OFF-PEAK TARIFF ----------------------- ----------- --------------- 0180 2, 0180 4 0.1275 DM/minute 0.0825 DM/connection 2.3 REFUND FOR EXPENSES SAVED OF TELEKOM 2.3.1 Refund for expenses saved for Telekom services FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 2.1. The refund will be: for the service identification number 0180 1 at the peak tariff: 0.0055 DM/minute; at the off-peak tariff: 0.0025 DM/minute; o for the service identification no. 0180 2 0.0083 DM/connection; o for the service identification no. 0180 3 0.0124 DM/minute; o for the service identification no. 0180 4 0.0331 DM/connection; o for the service identification no. 0180 5 0.0165DM/minute. 2.3.2 Refund for expenses saved for services of other network operators FirstMark will receive a refund for expenses of Telekom saved (invoicing and bad debt) amounting to 8% of the Standard-form Contract Conditions price according to 2.1 less a transit charge amounting to 0.0020 DM/minute for expenses saved of FirstMark. The refund will be: for the service identification number 0180 1 at the peak tariff: 0.0035 DM/minute; at the off-peak tariff: 0.0005 DM/minute; o for the service identification no. 0180 2 0.0023 DM/connection; o for the service identification no. 0180 3 0.0104 DM/minute; o for the service identification no. 0180 4 0.0271 DM/connection; o for the service identification no. 0180 5 0.0145 DM/minute. Page 17 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.7 CONNECTIONS TO THE T-VOTE CALL OF TELEKOM VALID UNTIL 29/02/2000 1 STANDARD-FORM CONTRACT CONDITIONS PRICE For connections to T-Vote Call of Telekom, the General Terms and Condition of Telekom are applicable in their respective current version. The prices shown in them will be converted as follows into event-related prices: o for the service identification number 0137 1: 2 TU(1) o for the service identification number 0137 2, 3, 4 and 0138: price for a connection with a duration of up to 30 seconds with the Standard-form Contract Conditions time unit (30 sec) + 1TU. The Standard-form Contract Conditions price converted to event-related prices will thus be: o for the service identification number 0137 1: 0.2068 DM/connection o for the service identification number 0137 2, 3, 4 and 0138: 0.2068 DM/connection
2 REFUND FOR TRANSPORT SERVICE OF FIRSTMARK FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the tariff times. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I for a duration of connection of 30 seconds. It will be: STANDARD TARIFF OFF-PEAK TARIFF --------------- ---------------- 0.0215 DM/connection 0.0134 DM/connection 3 REFUND FOR EXPENSES OF TELEKOM SAVED FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1. The refund will be: o for the service identification number 0137 1: 0.0165 DM/connection o for the service identification number 0137 2, 3, 4 and 0138: 0.0165 DM/connection
- ---------- (1) TU=1 tariff unit which is a present 0.1034 DM. Page 1 Interconnection Contract with FirstMark Confidential 4 INVOICE The following figures are applied at present for the invoice: SERVICE STANDARD TARIFF OFF-PEAK TARIFF IDENTIFICATION NO. --------------- --------------- ------------------ 0137 1 0.1688 DM/connection 0.1769 DM/connection (0.0863 EUR/connection) (0.0904 EUR/connection)(1) 0137 2, 3, 4 0.1688 DM/connection 0.1769 DM/connection 0138 (0.0863 EUR/connection) (0.0904 EUR/connection) - ---------- (1) The prices in EUR are rounded off to four decimal points. Page 2 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.7 CONNECTIONS TO THE T-VOTE CALL OF TELEKOM VALID FROM 01/03/2000 TO 31/03/2001 1 STANDARD-FORM CONTRACT CONDITIONS PRICE For connections to T-Vote Call of Telekom, the General Terms and Condition of Telekom are applicable in their respective current version. The prices shown in them will be converted as follows into event-related prices: o for the service identification number 0137 1: 2 TU(1) o for the service identification number 0137 2, 3, 4 and 0138: price for a connection with a duration of up to 30 seconds with the Standard-form Contract Conditions time unit (30 sec) + 1TU. The Standard-form Contract Conditions price converted to event-related prices will thus be: o for the service identification number 0137 1: 0.2068 DM/connection o for the service identification number 0137 2, 3, 4 and 0138: 0.2068 DM/connection
2 REFUND FOR TRANSPORT SERVICE OF FIRSTMARK FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the tariff times. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I for a duration of connection of 30 seconds. It will be: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.0187 DM/connection 0.0116 DM/connection 3 REFUND FOR EXPENSES OF TELEKOM SAVED FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1. The refund will be: o for the service identification number 0137 1: 0.0165 DM/connection o for the service identification number 0137 2, 3, 4 and 0138: 0.0165 DM/connection
- ---------- (1) 1 TU=1 tariff unit which is at present 0.1034 DM. Page 3 Interconnection Contract with FirstMark Confidential 4 INVOICE The following figures are applied at present for the invoice: SERVICE PEAK TARIFF OFF-PEAK TARIFF IDENTIFICATION NO. ----------- --------------- ----------------- 0137 1 0.1716 DM/connection 0.1787 DM/connection (0.0877 EUR/connection) (0.0914 EUR/connection)(1) 0137 2, 3, 4 0.1716 DM/connection 0.1787 DM/connection 0138 (0.0877 EUR/connection) (0.0914 EUR/connection) - ---------- (1) The priced in EUR are rounded off to four decimals. Page 4 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.7 CONNECTIONS TO THE T-VOTE CALL OF TELEKOM VALID FROM 01/04/2000 TO 31/02/2001 1 PRICE For the service Telekom-O.7, FirstMark will pay Telekom the following listed prices. The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time from 6 p.m. to 9 a.m. and Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. 1.1 PRICES FROM IMPLEMENTATION OF THE CARRIER SELECTION PHASE II The following figures are applied for the service identification numbers 0137 2, 3, 4 and 0138: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.1851 DM/minute 0.1847 DM/minute (0.0928 EUR/minute) (0.0944 EUR/minute)1 II 0.1755 DM/minute 0.1813 DM/minute (0.0897 EUR/minute) (0.0927 EUR/minute) III 0.1716 DM/minute 0.1799 DM/minute (0.0877 EUR/minute) (0.0920 EUR/minute) IV 0.1677 DM/minute 0.1763 DM/minute (0.0857 EUR/minute) (0.0901 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 5 Interconnection Contract with FirstMark Confidential 1.2 PRICES FOR THE TRANSITION PERIOD UP TO IMPLEMENTATION OF THE CARRIER SELECTION PHASE II Up to the point of time at which through the implementation of the carrier selection phase II the selection of the connection network operator for connection to value-added services is suppressed, the following prices will be applied: SERVICE PEAK TARIFF OFF-PEAK TARIFF IDENTIFICATION NO. ----------- --------------- ------------------ 0.1763 DM/connection 0137 1 0.1688 DM/connection (0.0863 EUR/connection) 0.0901 EUR/connection)(1) 0137 2, 3, 4 0138 0.1688 DM/connection 0.1763 DM/connection (0.0863 EUR/connection) (0.0901 EUR/connection) 2 CALCULATION OF THE PRICES The price for service Telekom-O-7 is calculated according to the following formula: Price of the value-added service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of Telekom - expenses saved for invoicing/demands of Telekom = Price for the service Telekom-O.7 2.1 PRICE OF THE VALUE-ADDED SERVICE For connections to T-Vote Call, the Standard-form Contract Conditions of Telekom will be applied in the respective current valid version. The prices shown in these are converted into event-related prices as follows. for the service identification number 0137 1: 2 TU(2); for the service identification number 0137 2, 3, 4 and 0138: price for a connection with a duration of up to 30 seconds with the Standard-form Contract Conditions time unit (30 sec) + 1 TU The converted Standard-form Contract Conditions price converted to event-related prices will thus be: for the service identification number 0137 0.2066 DM/connection for the service identification number 0137 2, 3, 4 and 0138 0.2066 DM/connection - ---------- (1) The priced in EUR are rounded off to four decimal points. (2) TU=1 tariff unit, at present 0.1033 DM. Page 6 Interconnection Contract with FirstMark Confidential 2.2 EXPENSES SAVED FOR THE TRANSPORT SERVICE OF TELEKOM Decisive for the calculation of the expenses saved of Telekom are the duration of the connection, the distance and the tariff times. The distance of the tariff is measured between the distance measuring point of the local network area at which connections are established (locations of interconnection) and the distance measuring point of the local network area at which the connections are transferred to Telekom. The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are established in the telephone network of FirstMark in the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in local network areas which border directly on the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Allotted to the TARIFF AREA IV are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 200 km from the local network area in which the connections are transferred. Page 7 Interconnection Contract with FirstMark Confidential 2.2.1 The expenses saved for the transport will be from implementation of the carrier selection phase II: The refund for the transport will be determined on the basis of the prices for the service Telekom-B.2, tariff area I to IV for a duration of connection of 30 seconds. It will be: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0086 DM/connection 0.0054 DM/connection II 0.0146 DM/connection 0.0088 DM/connection III 0.0185 DM/connection 0.0102 DM/connection IV 0.0224 DM/connection 0.0138 DM/connection 2.2.2 The expense saved for the transport up to implementation of the carrier selection phase II will be: The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I for a duration of connection of 30 seconds. It will be: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.0213 DM/connection 0.0138 DM/connection 2.3 REFUND FOR EXPENSES OF TELEKOM SAVED FirstMark will receive a refund for expenses of Telekom saved (invoicing and bad debt) amounting to 8% of the Standard-form Contract Conditions price according to 2.1. The refund will be: o for the service identification number 0137 1: 0.0165 DM/connection o for the service identification number 0137 2, 3, 4 and 0138: 0.0165 DM/connection
Page 8 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.10 CONNECTIONS TO IRIDIUM AND EMSAT CONNECTION VALID UNTIL 29/02/2000 1 STANDARD-FORM CONTRACT CONDITIONS PRICE For connections to Iridium and EMSAT connections, the General Terms and Condition of Telekom are applicable in their respective current version. The prices shown in them will be converted as follows into minute prices: o for the service identification number 008816: 60 SEC * 1 TU(1) -------------- Standard-form Contract Conditions time unit (0.509 sec) o for the service identification number 008817: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (0.938 sec) o for the service identification number 0088213 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (1.200 sec) The converted Standard-form Contract Conditions price will then be: FOR THE SERVICE IDENTIFICATION NOS. PRICE ----------------------------------- ----- 008816 12.1886 DM/minute 008817 6.6141 DM/minute 0088213 5.1700 DM/minute The duration of the connection is measured in seconds. 2 REFUND FOR TRANSPORT SERVICE OF FIRSTMARK FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of the connection is measured in seconds. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. The refund will be: STANDARD TARIFF OFF-PEAK TARIFF --------------- --------------- 0.0429 DM/minute 0.0267 DM/minute - ---------- (1) TU=1 tariff unit is at present 0.1034 DM. Page 1 Interconnection Contract with FirstMark Confidential 3 REFUND FOR EXPENSES OF TELEKOM SAVED FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1. The refund will be: FOR THE SERVICE IDENTIFICATION NOS. REFUND ----------------------------------- ------ 008816 0.9751 DM/minute 008817 0.5291 DM/minute 0088213 0.4136 DM/minute 4 INVOICING The following figures are applied at present for the invoice: SERVICE STANDARD TARIFF OFF-PEAK TARIFF IDENTIFICATION NO. --------------- --------------- ------------------ 008816 11.1706 DM/minute 11.1868 DM/minute (5.7114 EUR/minute) (5.7197 EUR/minute)1 008817 6.0421 DM/minute 6.0583 DM/minute (3.0893 EUR/minute) (3.0976 EUR/minute) 0088213 4.7135 DM/minute 4.7297 DM/minute (2.4100 EUR/minute) (2.4183 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 2 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.10 CONNECTIONS TO IRIDIUM AND EMSAT CONNECTION VALID FROM 01/03/2000 TO 31/03/2000 1 STANDARD-FORM CONTRACT CONDITIONS PRICE For connections to Iridium and EMSAT connections, the General Terms and Condition of Telekom are applicable in their respective current version. The prices shown in them will be converted as follows into minute prices: o for the service identification number 008816: 60 SEC * 1 TU(1) -------------- Standard-form Contract Conditions time unit (1.000 sec) o for the service identification number 008817: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (0.938 sec) o for the service identification number 0088213 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (1.200 sec) The converted Standard-form Contract Conditions price will then be: FOR THE SERVICE IDENTIFICATION NOS. PRICE ----------------------------------- ----- 008816 6.2040 DM/minute 008817 6.6141 DM/minute 0088213 5.1700 DM/minute The duration of the connection is measured in seconds. 2 REFUND FOR TRANSPORT SERVICE OF FIRSTMARK FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of the connection is measured in seconds. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. The refund will be: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.0373 DM/minute 0.0232 DM/minute - ---------- (1) TU=1 tariff unit which is at present 0.1034 DM. Page 3 Interconnection Contract with FirstMark Confidential 3 REFUND FOR EXPENSES OF TELEKOM SAVED FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1. The refund will be: FOR THE SERVICE IDENTIFICATION NOS. REFUND ----------------------------------- ------ 008816 0.4963 DM/minute 008817 0.5291 DM/minute 0088213 0.4136 DM/minute 4 INVOICING The following figures are applied at present for the invoice: SERVICE STANDARD TARIFF OFF-PEAK TARIFF IDENTIFICATION NO. --------------- --------------- ------------------ 008816 5.6704 DM/minute 5.6845 DM/minute (2.8992 EUR/minute) (2.9064 EUR/minute)1 008817 6.0477 DM/minute 6.0618 DM/minute (3.0921 EUR/minute) (3.0993 EUR/minute) 0088213 4.7191 DM/minute 4.7332 DM/minute (2.4128 EUR/minute) (2.4200 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 4 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.10 CONNECTIONS TO IRIDIUM AND EMSAT CONNECTION VALID FROM 01/04/2000 TO 31/05/2000 1 PRICE For the service Telekom-O.10, FirstMark will pay Telekom the following listed prices. The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time from 6 p.m. to 9 a.m. and Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. The following figures are applied at present for the invoice: SERVICE PEAK TARIFF OFF-PEAK TARIFF IDENTIFICATION NO. ----------- --------------- ------------------ 008816 5.6597 DM/minute 5.6747 DM/minute (2.8938 EUR/minute) (2.9014 EUR/minute)(1) 008817 6.0366 DM/minute 6.0516 DM/minute (3.0865 EUR/minute) (3.0941 EUR/minute) 0088213 4.7093 DM/minute 4.7243 DM/minute (2.4078 EUR/minute) (2.4155 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 5 Interconnection Contract with FirstMark Confidential 2 CALCULATION OF THE PRICES The price for service Telekom-O-10 is calculated according to the following formula: Price of the service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of Telekom - expenses saved for invoicing/demands of Telekom = Price for the service Telekom-O.10 2.1 PRICE OF THE SERVICE For connections to Iridium and EMSAT connections the General Terms and Condition of Telekom are applicable in their respective current version. The prices shown in them will be converted as follows into minute prices: o for the service identification number 008816: 60 SEC * 1 TU(1) -------------- Standard-form Contract Conditions time unit (1.000 sec) o for the service identification number 008817: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (0.938 sec) o for the service identification number 0088213 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (1.200 sec) The converted Standard-form Contract Conditions price will then be: FOR THE SERVICE IDENTIFICATION NOS. PRICE ----------------------------------- ----- 008816 6.1980DM/minute 008817 6.6077 DM/minute 0088213 5.1650 DM/minute The duration of the connection is measured in seconds. - ---------- (1) TU-1 tariff unit which is at present 0.1033 DM. Page 6 Interconnection Contract with FirstMark Confidential 2.2 EXPENSES SAVED FOR THE TRANSPORT SERVICE OF TELEKOM FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of the connection is measured in seconds. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. The refund will be: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.0425 DM/minute 0.0275 DM/minute 2.3 REFUND FOR EXPENSES OF TELEKOM SAVED FirstMark will receive a refund for expenses of Telekom saved (invoicing and bad debt) amounting to 8% of the Standard-form Contract Conditions price according to 2.1. The refund will be: FOR THE SERVICE IDENTIFICATION NOS. REFUND ----------------------------------- ------ 008816 0.4958 DM/minute 008817 0.5286 DM/minute 0088213 0.4132 DM/minute Page 7 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.10 CONNECTIONS TO IRIDIUM AND EMSAT CONNECTION VALID FROM 01/06/2000 1 PRICE STRUCTURE Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection and the type of the satellite connection. The duration of the connection is measured in seconds. 2 PRICE For the establishment of the connection and the maintenance of the connection the following prices will be applied: SERVICE IDENTIFICATION NO. PRICE -------------------------- ----- 008816 5.5800 DM/minute (2.8530 EUR/minute)1 008817 5.9580 DM/minute (3.0463 EUR/minute) 0088213 4.6530 DM/minute (2.3790 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 8 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.11 CONNECTIONS TO THE SERVICE 0700 OF TELEKOM AND TO THE SERVICE 0700 OF OTHER NETWORK OPERATORS VALID UNTIL 29/02/2000 1 STANDARD-FORM CONTRACT CONDITIONS PRICE For connections to the service 0700 of Telekom and to the service 0700 of other network operators, the General Terms and Condition of Telekom are applicable in their respective current version. The prices will be converted into minute prices as follows: Monday to Friday 9 a.m. - 6 p.m.: 60 SEC * 1 TU(1) ---------------- Standard-form Contract Conditions time unit (30 sec) Monday to Friday 6 p.m. - 9 p.m., Saturday, Sunday 9 a.m. - 9 p.m., Monday to Sunday 9 p.m. - 9 a.m. 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (60 sec) The converted Standard-form Contract Conditions price will then be: Monday to Friday 9 a.m. - 6 p.m.: 0.2068 DM/minute Monday to Friday 6 p.m. - 9 p.m.: 0.1034 DM/minute Saturday, Sunday 9 a.m. - 9 p.m.: 0.1034 DM/minute Monday to Sunday 9 p.m. - 9 a.m.: 0.1034 DM/minute The duration of the connection is measured in seconds. - ---------- (1) TU=1 tariff unit which is at present 0.1034 DM. Page 1 Interconnection Contract with FirstMark Confidential 2 REFUND FOR TRANSPORT SERVICE OF FIRSTMARK FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of connection is measured in seconds. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. It will be Monday to Friday 9 a.m. - 6 p.m.: 0.0429 DM/minute Monday to Friday 6 p.m. - 9 p.m.: 0.0429 DM/minute Saturday, Sunday 9 a.m. - 9 p.m.: 0.0429 DM/minute Monday to Sunday 9 p.m. - 9 a.m.: 0.0267 DM/minute 3 REFUND FOR EXPENSES OF TELEKOM SAVED 3.1 Refund for expenses of Telekom services saved FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1. The refund will be: Monday to Friday 9 a.m. - 6 p.m.: 0.0165 DM/minute Monday to Friday 6 p.m. - 9 p.m.: 0.0083 DM/minute Saturday, Sunday 9 a.m. - 9 p.m.: 0.0083 DM/minute Monday to Sunday 9 p.m. - 9 a.m.: 0.0083 DM/minute 3.2 Refund for expenses of the services of other network operators saved FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1 less a transit charge amounting to 0.0020 DM/minute for expenses saved of FirstMark. The refund will be: Monday to Friday 9 a.m. - 6 p.m.: 0.0145 DM/minute Monday to Friday 6 p.m. - 9 p.m.: 0.0063 DM/minute Saturday, Sunday 9 a.m. - 9 p.m.: 0.0063 DM/minute Monday to Sunday 9 p.m. - 9 a.m.: 0.0063 DM/minute Page 2 Interconnection Contract with FirstMark Confidential 4 INVOICE The following figures are applied on the invoice: 4.1 Invoicing of Telekom services Monday to Friday 9 a.m. - 6 p.m.: 0.1474 DM/minute (0.0753 EUR/minute)1 Monday to Friday 6 p.m. - 9 p.m.: 0.0522 DM/minute (0.0267 EUR/minute) Saturday, Sunday 9 a.m. - 9 p.m.: 0.0522 DM/minute (0.0267 EUR/minute) Monday to Sunday 9 p.m. - 9 a.m.: 0.0684 DM/minute (0.0350 EUR/minute) 4.2 Invoicing of services of other network operators Monday to Friday 9 a.m. - 6 p.m.: 0.1494 DM/minute (0.0764 EUR/minute) Monday to Friday 6 p.m. - 9 p.m.: 0.0542 DM/minute (0.0277 EUR/minute) Saturday, Sunday 9 a.m. - 9 p.m.: 0.0542 DM/minute (0.0277 EUR/minute) Monday to Sunday 9 p.m. - 9 a.m.: 0.0704 DM/minute (0.0360 EUR/minute) - ---------- (1) The priced in EUR are rounded offer to four decimal points. Page 3 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.11 CONNECTIONS TO THE SERVICE 0700 OF TELEKOM AND TO THE SERVICE 0700 OF OTHER NETWORK OPERATORS VALID FROM 01/03/2000 TO 31/03/2000 1 STANDARD-FORM CONTRACT CONDITIONS PRICE For connections to the service 0700 of Telekom and to the service 0700 of other network operators, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The prices will be converted into minute prices as follows: Monday to Friday 9 a.m. - 6 p.m.: 60 SEC * 1 TU(1) ---------------- Standard-form Contract Conditions time unit (30 sec) for the remaining time: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (60 sec) The converted Standard-form Contract Conditions price will then be: Monday to Friday 9 a.m. - 6 p.m.: 0.2068 DM/minute for the remaining time: 0.1034 DM/minute The duration of the connection is measured in seconds. - ---------- (1) TU=1 tariff unit which is at present 0.1034 DM. Page 4 2 REFUND FOR TRANSPORT SERVICE OF FIRSTMARK FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of connection is measured in seconds. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. It will be: Monday to Friday 9 a.m. - 6 p.m.: 0.0373 DM/minute for the remaining time: 0.0232 DM/minute 3 REFUND FOR EXPENSES OF TELEKOM SAVED 3.1 Refund for expenses of Telekom services saved FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1. The refund will be: Monday to Friday 9 a.m. - 6 p.m.: 0.0165 DM/minute for the remaining time: 0.0083 DM/minute 3.2 Refund for expenses of the services of other network operators saved FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1 less a transit charge amounting to 0.0020 DM/minute for expenses saved of FirstMark. The refund will be: Monday to Friday 9 a.m. - 6 p.m.: 0.0145 DM/minute for the remaining time: 0.0063 DM/minute Page 5 4 INVOICE The following figures are applied on the invoice: 4.1 Invoicing of Telekom services Monday to Friday 9 a.m. - 6 p.m.: 0.1530 DM/minute (0.0782 EUR/minute)(1) for the remaining time: 0.0719 DM/minute (0.0368 EUR/minute) 4.2 Invoicing of services of other network operators Monday to Friday 9 a.m. - 6 p.m.: 0.1550 DM/minute (0.0792 EUR/minute) for the remaining time: 0.0739 DM/minute (0.0378 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimals points. Page 6 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.11 CONNECTIONS TO THE SERVICE 0700 OF TELEKOM AND TO THE SERVICE 0700 OF OTHER NETWORK OPERATORS VALID FROM 01/04/2000 TO 31/03/2001 1 PRICE For the service Telekom-O.11, FirstMark will pay Telekom the following listed prices. The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time from 6 p.m. to 9 a.m. and Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. 1.1 PRICES FROM IMPLEMENTATION OF THE CARRIER SELECTION PHASE II 1.1.1 Prices for connections to Telekom services: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.1730 DM/minute 0.0842 DM/minute (0.0885 EUR/minute) (0.0431 EUR/minute)(1) II 0.1609 DM/minute 0.0775 DM/minute (0.0823 EUR/minute) (0.0396 EUR/minute) III 0.1523 DM/minute 0.0746 DM/minute (0.0783 EUR/minute) (0.0381 EUR/minute) IV 0.1454 DM/minute 0.0675 DM/minute (0.0743 EUR/minute) (0.0345 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimals. Page 7 Interconnection Contract with FirstMark Confidential 1.1.2 Prices for connections to other network operators services: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.1750 DM/minute 0.0862 DM/minute (0.0895 EUR/minute) (0.0441 EUR/minute)(1) II 0.1629 DM/minute 0.0795 DM/minute (0.0833 EUR/minute) (0.0406 EUR/minute) III 0.1552 DM/minute 0.0766 DM/minute (0.0794 EUR/minute) (0.0392 EUR/minute) IV 0.1474 DM/minute 0.0695 DM/minute (0.0754 EUR/minute) (0.0355 EUR/minute) 1.2 PRICES FOR THE TRANSITION PERIOD UP TO IMPLEMENTATION OF THE CARRIER SELECTION PHASE II Up to the point of time at which through the implementation of the carrier selection phase II the selection of the connection network operator for connection to value-added services is suppressed, the following prices will be applied: 1.2.1 Prices to Telekom services: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ------------ ----------- --------------- I - IV 0.1476 DM/minute 0.0675 DM/minute (0.0755 EUR/minute) (0.0345 EUR/minute) 1.2.2 Prices to other network operators services: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ------------ ----------- --------------- I - IV 0.1496 DM/minute 0.0695 DM/minute (0.0765 EUR/minute) (0.0355 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 8 Interconnection Contract with FirstMark Confidential 2 CALCULATION OF THE PRICES The price for service Telekom-O-11 is calculated according to the following formula: Price of the value-added service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of Telekom - expenses saved for invoicing/demands of Telekom ----------------------------------------------------------------- = Price for the service Telekom-O.11 2.1 PRICE OF THE VALUE-ADDED SERVICE For connections to the service 0700 of Telekom and to the service 0700 of other network operators, the General Terms and Condition of Telekom are applicable in their respective current version. The prices will be converted into minute prices as follows: Peak-tariff. 60 SEC * 1 TU(1) ---------------- Standard-form Contract Conditions time unit (30 sec) Off-Peak tariff: 60 SEC * 1 T ------------ Standard-form Contract Conditions time unit (60 sec) The converted Standard-form Contract Conditions price will then be: Peak-tariff: 0.2066 DM/minute Off-peak tariff: 0.1033 DM/minute The duration of the connection is measured in seconds. - ---------- (1) TU=1 tariff unit which is at present 0.1033 DM. Page 9 Interconnection Contract with FirstMark Confidential 2.2 EXPENSES SAVED FOR THE TRANSPORT SERVICE OF TELEKOM Decisive for the calculation of the expenses saved of Telekom are the duration of the connection, the distance and the tariff times. The distance of the tariff is measured between the distance measuring point of the local network area at which connections are established (locations of interconnection) and the distance measuring point of the local network area at which the connections are transferred to Telekom. The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are established in the telephone network of FirstMark in the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in local network areas which border directly on the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Allotted to the TARIFF AREA IV are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 200 km from the local network area in which the connections are transferred. Page 10 2.2.1 The expenses saved for the transport will be from implementation of the carrier selection phase II: The refund for the transport will be determined on the basis of the prices for the service Telekom-B.2. It will be: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0171 DM/connection 0.0108 DM/connection II 0.0292 DM/connection 0.0175 DM/connection III 0.0369 DM/connection 0.0204 DM/connection IV 0.0447 DM/connection 0.0275 DM/connection 2.2.2 The expense saved for the transport up to implementation of the carrier selection phase II will be: The refund for the transport will take place on the basis of the prices for the service Telekom-O.2., tariff area I. It will be: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.0425 DM/minute 0.0275 DM/minute 2.3 REFUND FOR EXPENSES OF TELEKOM SAVED 2.3.1 Refund for expenses of Telekom services saved FirstMark will receive a refund for expenses of Telekom saved (invoicing and bad debt) amounting to 8% of the Standard-form Contract Conditions price according to 1. The refund will be: Peak-tariff 0.0165 DM/minute Off-peak tariff 0.0083 DM/minute 2.3.2 Refund for expenses of the services of other network operators saved FirstMark will receive a refund for expenses of Telekom saved (invoicing and bad debt) amounting to 8% of the Standard-form Contract Conditions price according to 2.1 less a transit charge amounting to 0.0020 DM/minute for the expenses saved of FirstMark. The refund will be: Peak-tariff 0.0145 DM/minute Off-peak tariff 0.0063 DM/minute Page 11 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.12 CONNECTIONS INTO THE ONLINE SERVICE OF FIRSTMARK UNDER THE ACCESS IDENTIFICATION NUMBER 019XX VALID FROM 01/01/2000 TO 29/02/2000 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which connections are established (locations of interconnection) and the distance measuring point of the local network area at which the connections are transferred to First Mark. The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are established in the telephone network of Telekom in the local network area in which the connections are transferred. Connections which are established in the telephone network of Telekom in local network areas which border directly on the local network area in which the connections are transferred. Connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Allotted to the TARIFF AREA IV are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of more than 200 km from the local network area in which the connections are transferred. Page 1 Interconnection Contract with FirstMark Confidential In exceptional cases, the tariff distance of the local network area in which the connections are established to the local network area in which the connections are transferred to FirstMark (location of interconnection) can be greater than the tariff distance to another location of interconnection with FirstMark. In this case, the tariff area with the tariff distance to the local network of the closest location of interconnection with FirstMark is applied. 1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: STANDARD TARIFF The standard tariff is applied in the time from 9 a.m. to 9 p.m. OFF-PEAK TARIFF The off-peak tariff is applied in the time from 9 p.m. to 9 a.m. 2 PRICE For the establishment of the connection and the maintenance of the connection, the prices determined by regulation decisions will be applied provisionally for this feed service first of all as downpayment for the service B.2. TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0197 DM/minute 0.0124 DM/minute (0.01007 EUR/minute) (0.00634 EUR/minute) II 0.0336 DM/minute 0.0202 DM/minute (0.01718 EUR/minute) (0.01033 EUR/minute) III 0.0425 DM/minute 0.0235 DM/minute (0.02173 EUR/minute) (0.01202 EUR/minute) IV 0.0514 DM/minute 0.0316 DM/minute (0.02628 EUR/minute) (0.01616 EUR/minute) Page 2 Interconnection Contract with FirstMark Confidential The invoices for the service Telekom-O.12 for the months January 2000 and February 2000 will be cancelled retroactively and the charges from April 2000 invoiced on the basis of the following charges retroactively. Telekom will pay FirstMark the respective difference. TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0149 DM/minute 0.0094 DM/minute (0.0076 EUR/minute) (0.0048 EUR/minute) II 0.0254 DM/minute 0.0153 DM/minute (0.0130 EUR/minute) (0.0078 EUR/minute) III 0.0321 DM/minute 0.0178 DM/minute (0.0164 EUR/minute) (0.0091 EUR/minute) IV 0.0388 DM/minute 0.0239 DM/minute (0.0199 EUR/minute) (0.0122 EUR/minute) Page 3 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.12 CONNECTIONS INTO THE ONLINE SERVICE OF FIRSTMARK UNDER THE ACCESS IDENTIFICATION NUMBER 019XX VALID FROM 01/03/2000 TO 31/01/2000 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which connections are established (locations of interconnection) and the distance measuring point of the local network area at which the connections are transferred to First Mark. The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are established in the telephone network of Telekom in the local network area in which the connections are transferred. Connections which are established in the telephone network of Telekom in local network areas which border directly on the local network area in which the connections are transferred. Connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Allotted to the TARIFF AREA IV are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of more than 200 km from the local network area in which the connections are transferred. Page 4 Interconnection Contract with FirstMark Confidential In exceptional cases, the tariff distance of the local network area in which the connections are established to the local network area in which the connections are transferred to FirstMark (location of interconnection) can be greater than the tariff distance to another location of interconnection with FirstMark. In this case, the tariff area with the tariff distance to the local network of the closest location of interconnection with FirstMark is applied. 1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. 2 PRICE For the establishment of the connection and the maintenance of a connection, the prices determined by regulation decisions will be applied for this feed service. TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0171 DM/minute 0.0108 DM/minute (0.0088 EUR/minute) (0.0055 EUR/minute)(1) II 0.0292 DM/minute 0.0175 DM/minute (0.0149 EUR/minute) (0.0090 EUR/minute) III 0.0369 DM/minute 0.0204 DM/minute (0.0189 EUR/minute) (0.0104 EUR/minute) IV 0.0447 DM/minute 0.0275 DM/minute (0.0228 EUR/minute) (0.0140 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 5 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-O.13 CONNECTIONS FROM FOREIGN TELEPHONE NETWORKS TO THE INTERNATIONAL FREEPHONE SERVICE / UNIVERSAL INTERNATIONAL FREEPHONE SERVICE (UIFS) OF ICP PRICE ADAPTATION CLAUSE The prices for the service Telekom-O.13 will be adapted periodically (quarterly). For the 3rd quarter of 1999, a reference rate of 2.48859 DM/SDR was taken as basis by the RegTP for the calculation for the special drawing rights. For the future determination of the reference figure valid respectively for one quarter, the rate will be determined on 1st and 15th of each month and an arithmetical mean for all rates determined with the quarter concerned. As soon as the mean rate of one quarter exceeds or falls short of a range of fluctuation of +/- 1% with respect to the reference rate of the same quarter, adaptation of the prices for the service Teleom-O.13 to the newly determined mean rate will take place. In doing so the adapted prices and the newly determined mean rate will be applied as new reference rate for the services to be invoiced in the following quarter. 1 PRICE STRUCTURE Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection and the country of origin. The duration of the connection is measured in seconds. For the establishment of the connection and the maintenance of the connection, the prices stated in the enclosed "Prices for connection from foreign telephone networks to the International Freephone Service (IFS) / Universal International Freephone Service (UFIS) OF ICP" will be applied. Page 1 Interconnection Contract with FirstMark Confidential Prices for connections to the IFS/UIFS of ICP VALID FROM 01/12/1999 Egypt 1.0981 DM/minute (0.5614 EUR/minute)(1) Alaska 0.2602 DM/minute (0.1330 EUR/minute) Albania 0.3860 DM/minute (0.1974 EUR/minute) Algeria 0.5022 DM/minute (0.2568 EUR/minute) American Virgin Islands 0.2924 DM/minute (0.1495 EUR/minute) American Samoa 1.8836 DM/minute (0.9631 EUR/minute) Andorra 0.1988 DM/minute (0.1016 EUR/minute) Angola 0.7079 DM/minute (0.3619 EUR/minute) Anguilla 1.4238 DM/minute (0.7280 EUR/minute) Antarctic 0.5261 DM/minute (0.2690 EUR/minute) Antigua & Barbuda 1.6780 DM/minute (0.8579 EUR/minute) Equatorial Guinea 0.9361 DM/minute (0.4786 EUR/minute) Argentina 0.8736 DM/minute (0.4467 EUR/minute) Armenia 1.6090 DM/minute (0.8227 EUR/minute) Aruba 2.2422 DM/minute (1.1464 EUR/minute) Ascension 1.1235 DM/minute (0.5744 EUR/minute) Azerbaijan 0.8059 DM/minute (0.4121 EUR/minute) Ethiopia 1.7127 DM/minute (0.8757 EUR/minute) Australia 0.3354 DM/minute (0.1715 EUR/minute) Bahamas 1.2010 DM/minute (0.6141 EUR/minute) Bahrain 1.3054 DM/minute (0.6674 EUR/minute) Bangladesh 1.0429 DM/minute (0.5332 EUR/minute) Barbados 1.3618 DM/minute (0.6963 EUR/minute) Belarus (White Russia) 0.4224 DM/minute (0.2160 EUR/minute) Belgium 0.1347 DM/minute (0.0689 EUR/minute) Belize 1.0671 DM/minute (0.5456 EUR/minute) Benin 1.0952 DM/minute (0.5600 EUR/minute) Bermuda 1.0202 DM/minute (0.5216 EUR/minute) Bhutan 0.6913 DM/minute (0.3535 EUR/minute) Bolivia 2.4291 DM/minute (1.2420 EUR/minute) Bosnia-Herzegovina 0.4735 DM/minute (0.2421 EUR/minute) Botswana 0.9201 DM/minute (0.4704 EUR/minute) Brazil 0.5453 DM/minute (0.2788 EUR/minute) British Virgin Islands 2.4408 DM/minute (1.2480 EUR/minute) Brunei 1.7855 DM/minute (0.9129 EUR/minute) Bulgaria 0.4512 DM/minute (0.2307 EUR/minute) Burkina Faso 0.6715 DM/minute (0.3433 EUR/minute) Burundi 0.6565 DM/minute (0.3357 EUR/minute) Chile 1.0437 DM/minute (0.5336 EUR/minute) China PR 0.5880 DM/minute (0.3006 EUR/minute) Cook Islands 3.7157 DM/minute (1.8998 EUR/minute) Costa Rica 1.1752 DM/minute (0.6009 EUR/minute) Denmark 0.1237 DM/minute (0.0632 EUR/minute) Diego Garcia * DM/minute (* EUR/minute) Domin. Rep. 0.8065 DM/minute (0.4124 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 2 Interconnection Contract with FirstMark Confidential Dominica 1.1429 DM/minute (0.5844 EUR/minute)(1) Djibouti 3.3751 DM/minute (1.7257 EUR/minute) Ecuador 1.0234 DM/minute (0.5233 EUR/minute) El Salvador 1.1554 DM/minute (0.5907 EUR/minute) Ivory Coast 1.4295 DM/minute (0.7309 EUR/minute) Eritrea 1.8499 DM/minute (0.9458 EUR/minute) Estonia 0.3289 DM/minute (0.1682 EUR/minute) Faroe Islands 0.6831 DM/minute (0.3493 EUR/minute) Falkland Islands 1.3487 DM/minute (0.6896 EUR/minute) Fiji 1.8616 DM/minute (0.9518 EUR/minute) Finland 0.3684 DM/minute (0.1884 EUR/minute) France 0.1215 DM/minute (0.0621 EUR/minute) Guiana, French 0.5802 DM/minute (0.2967 EUR/minute) Polynesia, French 1.0624 DM/minute (0.5432 EUR/minute) Gabun 1.1192 DM/minute (0.5722 EUR/minute) Gambia 1.1352 DM/minute (0.5804 EUR/minute) Georgia 1.1270 DM/minute (0.5762 EUR/minute) Ghana 0.9807 DM/minute (0.5014 EUR/minute) Gibraltar 0.7919 DM/minute (0.4049 EUR/minute) Grenada 1.9056 DM/minute (0.9743 EUR/minute) Greece 0.2336 DM/minute (0.1194 EUR/minute) Greenland 1.2160 DM/minute (0.6217 EUR/minute) Great Britain 0.3583 DM/minute (0.1832 EUR/minute) Guadeloupe 0.5802 DM/minute (0.2967 EUR/minute) Guam 0.4725 DM/minute (0.2416 EUR/minute) Guantanamo 3.6479 DM/minute (1.8651 EUR/minute) Guatemala 1.2026 DM/minute (0.6149 EUR/minute) Guinea 1.1328 DM/minute (0.5792 EUR/minute) Guinea-Bissau 1.9774 DM/minute (1.0110 EUR/minute) Guyana 1.8059 DM/minute (0.9233 EUR/minute) Haiti 3.5101 DM/minute (1.7947 EUR/minute) Hawaii Islands 0.3956 DM/minute (0.2023 EUR/minute) Honduras 1.0973 DM/minute (0.5610 EUR/minute) Hongkong 0.2588 DM/minute (0.1323 EUR/minute) India 1.5296 DM/minute (0.7821 EUR/minute) Indonesia 0.9261 DM/minute (0.4735 EUR/minute) Iraq 2.7215 DM/minute (1.3915 EUR/minute) Iran 1.6489 DM/minute (0.8431 EUR/minute) Ireland 0.2344 DM/minute (0.1198 EUR/minute) Iceland 0.3933 DM/minute (0.2011 EUR/minute) Israel 0.3860 DM/minute (0.1974 EUR/minute) Italy 0.1364 DM/minute (0.0697 EUR/minute) Jamaica 1.5557 DM/minute (0.7954 EUR/minute) Japan 0.6676 DM/minute (0.3413 EUR/minute) Yemen, Arab. Rep. 1.7122 DM/minute (0.8754 EUR/minute) Jordan 1.3870 DM/minute (0.7092 EUR/minute) Yugoslavia 0.3796 DM/minute (0.1941 EUR/minute) Cambodia 3.1596 DM/minute (1.6155 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 3 Interconnection Contract with FirstMark Confidential Cameroon 1.3941 DM/minute (0.7128 EUR/minute) Canada 0.1568 DM/minute (0.0802 EUR/minute) Cape Verde 3.2413 DM/minute (1.6573 EUR/minute) Kazakhstan 0.8568 DM/minute (0.4381 EUR/minute) Qatar 0.9528 DM/minute (0.4872 EUR/minute) Cayman Islands 0.9153 DM/minute (0.4680 EUR/minute) Kenya 1.4076 DM/minute (0.7197 EUR/minute) Kyrgyzstan 2.1137 DM/minute (1.0807 EUR/minute) Kiribati 1.6584 DM/minute (0.8479 EUR/minute) Colombia 0.8058 DM/minute (0.4120 EUR/minute) Comoros 1.6480 DM/minute (0.8426 EUR/minute) Congo 2.5725 DM/minute (1.3153 EUR/minute) Korea Rep. 1.4715 DM/minute (0.7524 EUR/minute) Korea 0.5425 DM/minute (0.2774 EUR/minute) Croatia 0.3898 DM/minute (0.1993 EUR/minute) Cuba 1.2453 DM/minute (0.6367 EUR/minute) Kuwait 1.4357 DM/minute (0.7341 EUR/minute) Laos 1.5365 DM/minute (0.7856 EUR/minute) Lesotho 0.5860 DM/minute (0.2996 EUR/minute) Latvia 0.5111 DM/minute (0.2613 EUR/minute) Lebanon 1.1028 DM/minute (0.5639 EUR/minute) Liberia 0.8398 DM/minute (0.4294 EUR/minute) Libya 0.6679 DM/minute (0.3415 EUR/minute) Lithuania 0.4119 DM/minute (0.2106 EUR/minute) Luxembourg 0.1492 DM/minute (0.0763 EUR/minute) Macao 1.0284 DM/minute (0.5258 EUR/minute) Madagascar 1.3523 DM/minute (0.6914 EUR/minute) Malawi 0.7024 DM/minute (0.3591 EUR/minute) Malaysia 0.8371 DM/minute (0.4280 EUR/minute) Maldives 1.2584 DM/minute (0.6434 EUR/minute) Mali 1.4247 DM/minute (0.7284 EUR/minute) Malta 0.3375 DM/minute (0.1726 EUR/minute) Marianes 1.6039 DM/minute (0.8201 EUR/minute) Marocco 0.6111 DM/minute (0.3125 EUR/minute) Marshall Islands 1.3751 DM/minute (0.7031 EUR/minute) Martinique 0.5802 DM/minute (0.2967 EUR/minute) Mauritania 0.8981 DM/minute (0.4592 EUR/minute) Mauritius 1.2588 DM/minute (0.6436 EUR/minute) Mayotte 0.7073 DM/minute (0.3616 EUR/minute) Macedonia 0.7318 DM/minute (0.3742 EUR/minute) Mexico 0.6299 DM/minute (0.3221 EUR/minute) Micronesia 2.0743 DM/minute (1.0606 EUR/minute) Moldavia 0.5436 DM/minute (0.2779 EUR/minute) Monaco 0.1570 DM/minute (0.0803 EUR/minute) Mongolia PR 1.5040 DM/minute (0.7690 EUR/minute) Montserrat 2.3899 DM/minute (1.2219 EUR/minute) Mozambique 1.2519 DM/minute (0.6401 EUR/minute) Myanmar (=Burma) 1.5255 DM/minute (0.7800 EUR/minute) Page 4 Namibia 0.6254 DM/minute (0.3198 EUR/minute)(1) Nauru 3.8195 DM/minute (1.9529 EUR/minute) Nepal 1.9106 DM/minute (0.9769 EUR/minute) New Caledonia 3.2240 DM/minute (1.6484 EUR/minute) New Zealand 0.6657 DM/minute (0.3404 EUR/minute) Nicaragua 1.3386 DM/minute (0.6844 EUR/minute) Netherlands Antilles 1.2223 DM/minute (0.6250 EUR/minute) Netherlands 0.1088 DM/minute (0.0556 EUR/minute) Niger 2.1757 DM/minute (1.1124 EUR/minute) Nigeria 1.8342 DM/minute (0.9378 EUR/minute) Niue 2.8259 DM/minute (1.4449 EUR/minute) Norfolk Island 2.2940 DM/minute (1.1729 EUR/minute) Norway 0.1778 DM/minute (0.0909 EUR/minute) Oman 1.4675 DM/minute (0.7503 EUR/minute) Austria 0.1978 DM/minute (0.1011 EUR/minute) Pakistan 2.0203 DM/minute (1.0330 EUR/minute) Palau (=Belau) 3.6252 DM/minute (1.8535 EUR/minute) Panama 1.5379 DM/minute (0.7863 EUR/minute) Papua New Guinea 1.3143 DM/minute (0.6720 EUR/minute) Paraguay 2.5547 DM/minute (1.3062 EUR/minute) Peru 0.8335 DM/minute (0.4262 EUR/minute) Philippines 0.8157 DM/minute (0.4171 EUR/minute) Poland 0.3289 DM/minute (0.1682 EUR/minute) Portugal 0.2726 DM/minute (0.1394 EUR/minute) Puerto Rico 0.4501 DM/minute (0.2301 EUR/minute) Reunion 0.7073 DM/minute (0.3616 EUR/minute) Ruanda 2.0040 DM/minute (1.0246 EUR/minute) Romania 0.4184 DM/minute (0.2139 EUR/minute) Russia 0.3406 DM/minute (0.1741 EUR/minute) Salomones 1.4042 DM/minute (0.7180 EUR/minute) Zambia 1.0490 DM/minute (0.5363 EUR/minute) Samoa 3.7028 DM/minute (1.8932 EUR/minute) San Marino 0.5290 DM/minute (0.2705 EUR/minute) Sao Tome & Principe 1.9774 DM/minute (1.0110 EUR/minute) Saudi Arabia 1.8882 DM/minute (0.9654 EUR/minute) Sweden 0.3607 DM/minute (0.1844 EUR/minute) Switzerland 0.1215 DM/minute (0.0621 EUR/minute) Senegal 1.2143 DM/minute (0.6209 EUR/minute) Seychelles 1.3269 DM/minute (0.6784 EUR/minute) Sierra Leone 0.7203 DM/minute (0.3683 EUR/minute) Zimbabwe 0.6546 DM/minute (0.3347 EUR/minute) Singapore 0.9184 DM/minute (0.4696 EUR/minute) Slovakian Republic 0.3135 DM/minute (0.1603 EUR/minute) Slovenia 0.3413 DM/minute (0.1745 EUR/minute) Somalia 1.6193 DM/minute (0.8279 EUR/minute) Spain 0.1483 DM/minute (0.0758 EUR/minute) Sri Lanka 1.5982 DM/minute (0.8171 EUR/minute) St. Helena 1.7846 DM/minute (0.9125 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 5 St. Kitts 2.3899 DM/minute (1.2219 EUR/minute)(1) St. Lucia 2.5150 DM/minute (1.2859 EUR/minute) St. Pierre & Miquel 0.5802 DM/minute (0.2967 EUR/minute) St. Vincent 2.5795 DM/minute (1.3189 EUR/minute) South Africa 0.7756 DM/minute (0.3966 EUR/minute) Sudan 1.4128 DM/minute (0.7224 EUR/minute) Suriname 1.5812 DM/minute (0.8085 EUR/minute) Swaziland 1.4958 DM/minute (0.7648 EUR/minute) Syria 2.2167 DM/minute (1.1334 EUR/minute) Tajikistan 2.1495 DM/minute (1.0990 EUR/minute) Taiwan (China Rep.) 0.5433 DM/minute (0.2778 EUR/minute) Tanzania 1.4321 DM/minute (0.7322 EUR/minute) Thailand 0.7573 DM/minute (0.3872 EUR/minute) Togo 1.3792 DM/minute (0.7052 EUR/minute) Tonga 1.4280 DM/minute (0.7301 EUR/minute) Trinidad and Tobago 1.1645 DM/minute (0.5954 EUR/minute) Tristan da Cunha * DM/minute (* EUR/minute) Chad 0.8344 DM/minute (0.4266 EUR/minute) Czech Republic 0.3265 DM/minute (0.1669 EUR/minute) Tunisia 0.5818 DM/minute (0.2975 EUR/minute) Turkey 0.4407 DM/minute (0.2253 EUR/minute) Turkmenistan 1.6288 DM/minute (0.8328 EUR/minute) Turks and Caicos Islands 2.4107 DM/minute (1.2326 EUR/minute) Tuvalu 3.3110 DM/minute (1.6929 EUR/minute) Uganda 0.6598 DM/minute (0.3374 EUR/minute) Ukraine 0.4661 DM/minute (0.2383 EUR/minute) Hungary 0.2643 DM/minute (0.1351 EUR/minute) Uruguay 1.0485 DM/minute (0.5361 EUR/minute) U.S.A. 0.1756 DM/minute (0.0898 EUR/minute) Uzbekistan 1.6769 DM/minute (0.8574 EUR/minute) Vanuatu 1.5168 DM/minute (0.7755 EUR/minute) Venezuela 0.9677 DM/minute (0.4948 EUR/minute) United Arab Emirates 0.6566 DM/minute (0.3357 EUR/minute) Vietnam 1.6911 DM/minute (0.8646 EUR/minute) Wallis and Futuna 1.9023 DM/minute (0.9726 EUR/minute) Zaire 2.2799 DM/minute (1.1657 EUR/minute) Central African Rep. 3.4532 DM/minute (1.7656 EUR/minute) Cyprus 0.5810 DM/minute (0.2971 EUR/minute) * Telephone traffic not opend. - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 6 Interconnection Contract with FirstMark Confidential Page 7 Interconnection Contract with FirstMark Confidential Page 8 Interconnection Contract with FirstMark Confidential Page 9 Telephone traffic not opened Page 10 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.1 CONNECTIONS TO THE EMERGENCY ENQUIRIES (AGREED BETWEEN FIRSTMARK AND THE EMERGENCY CALL BODIES) VALID FROM 01/01/2000 TO 29/02/2000 1 PRICE FOR EMERGENCY CONNECTIONS 1.1 Price Structure Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. 1.1.1 The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to Telekom (loi) and the distance measuring point of the local network area at which the connections are timed at the emergency enquiry point. The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are timed for emergency enquiry points in the telephone network of Telekom in the local network area in which the connections are transferred. Connections which are timed for emergency enquiry points in the telephone network of Telekom in the local network area which border directly on the local network area in which the connections are transferred. Connections which are timed for emergency enquiry points in the telephone network of Telekom in the local network areas which are at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are timed for emergency enquiry points in the telephone network of Telekom in the local network area which area at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are timed for emergency enquiry points in the telephone network of Telekom in the local network area which are at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Page 1 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA IV are: connections which are timed for emergency enquiry points in the telephone network of Telekom in the local network area which have a tariff distance of more than 200 km from the local network area in which the connections are transferred. 1.1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: STANDARD TARIFF The standard tariff is applied in the time from 9 a.m. to 9 p.m. OFF-PEAK TARIFF The off-peak tariff is applied in the time from 9 p.m. to 9 a.m. 1.2 Price For the establishment of the connection and the maintenance of a connection, the prices determined by regulation decisions will be applied first of all as downpayment for the service Telekom-B.1. TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0197 DM/minute 0.0124 DM/minute (0.01007 EUR/minute) (0.00634 EUR/minute) II 0.0336 DM/minute 0.0202 DM/minute (0.01718 EUR/minute) (0.01033 EUR/minute) III 0.0425 DM/minute 0.0235 DM/minute (0.02173 EUR/minute) (0.01202 EUR/minute) IV 0.0514 DM/minute 0.0316 DM/minute (0.02628 EUR/minute) (0.01616 EUR/minute) Page 2 Interconnection Contract with FirstMark Confidential The invoices for the service Telekom-Z.1 for the months January 2000 and February 2000 will be cancelled retroactively and the charges from April 2000 invoiced on the basis of the following charges retroactively. Telekom will pay FirstMark the respective difference. TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0149 DM/minute 0.0094 DM/minute (0.0076 EUR/minute) (0.0048 EUR/minute)1 II 0.0254 DM/minute 0.0153 DM/minute (0.0130 EUR/minute) (0.0078 EUR/minute) III 0.0321 DM/minute 0.0178 DM/minute (0.0164 EUR/minute) (0.0091 EUR/minute) IV 0.0388 DM/minute 0.0239 DM/minute (0.0199 EUR/minute) (0.0122 EUR/minute) 2 PRICE FOR THE INITIAL PROVISION OF EMERGENCY CALL CODING AND REPORT OF ALTERATION TO EMERGENCY CALL CODE Initial provision per local network (one-off payment) 18.11 DM/local network (9.26 EUR/local network) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 3 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.1 CONNECTIONS TO THE EMERGENCY ENQUIRIES (AGREED BETWEEN FIRSTMARK AND THE EMERGENCY CALL BODIES) VALID FROM 01/03/2000 TO 31/03/2000 1 PRICE FOR EMERGENCY CONNECTIONS 1.1 Price Structure Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. 1.1.1 The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to Telekom (loi) and the distance measuring point of the local network area at which the connections are timed at the emergency enquiry point. The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are timed for emergency enquiry points in the telephone network of Telekom in the local network area in which the connections are transferred. Connections which are timed for emergency enquiry points in the telephone network of Telekom in the local network area which border directly on the local network area in which the connections are transferred. Connections which are timed for emergency enquiry points in the telephone network of Telekom in the local network areas which are at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are timed for emergency enquiry points in the telephone network of Telekom in the local network area which area at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are timed for emergency enquiry points in the telephone network of Telekom in the local network area which are at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Page 4 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA IV are: connections which are timed for emergency enquiry points in the telephone network of Telekom in the local network area which have a tariff distance of more than 200 km from the local network area in which the connections are transferred. 1.1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. 1.2 Price For the establishment of the connection and the maintenance of a connection, the prices determined by regulation decisions will be applied for this timing service. TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0171 DM/minute 0.0108 DM/minute (0.0088 EUR/minute) (0.0055 EUR/minute)(1) II 0.0292 DM/minute 0.0175 DM/minute (0.0149 EUR/minute) (0.0090 EUR/minute) III 0.0369 DM/minute 0.0204 DM/minute (0.0189 EUR/minute) (0.0104 EUR/minute) IV 0.0447 DM/minute 0.0275 DM/minute (0.0228 EUR/minute) (0.0140 EUR/minute) 2 PRICE FOR THE INITIAL PROVISION OF EMERGENCY CALL CODING AND REPORT OF ALTERATION TO EMERGENCY CALL CODE Initial provision per local network (one-off payment) 18.11 DM/local network (9.26 EUR/local network) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 5 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.1 CONNECTIONS TO THE EMERGENCY ENQUIRIES (AGREED BETWEEN FIRSTMARK AND THE EMERGENCY CALL BODIES) VALID FROM 01/04/2000 TO 31/01/2001 1 PRICE FOR EMERGENCY CONNECTIONS 1.1 Price Structure Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. 1.1.1 The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to Telekom (loi) and the distance measuring point of the local network area at which the connections are timed at the emergency enquiry point. The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are timed for emergency enquiry points in the telephone network of Telekom in the local network area in which the connections are transferred. Connections which are timed for emergency enquiry points in the telephone network of Telekom in the local network area which border directly on the local network area in which the connections are transferred. Connections which are timed for emergency enquiry points in the telephone network of Telekom in the local network areas which are at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are timed for emergency enquiry points in the telephone network of Telekom in the local network area which area at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are timed for emergency enquiry points in the telephone network of Telekom in the local network area which are at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Page 6 Allotted to the TARIFF AREA IV are: connections which are timed for emergency enquiry points in the telephone network of Telekom in the local network area which have a tariff distance of more than 200 km from the local network area in which the connections are transferred. 1.1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. 1.2 Price For the establishment of the connection and the maintenance of a connection, the prices determined by regulation decisions will be applied for this timing service. TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0171 DM/minute 0.0108 DM/minute (0.0088 EUR/minute) (0.0055 EUR/minute)(1) II 0.0292 DM/minute 0.0175 DM/minute (0.0149 EUR/minute) (0.0090 EUR/minute) III 0.0369 DM/minute 0.0204 DM/minute (0.0189 EUR/minute) (0.0104 EUR/minute) IV 0.0447 DM/minute 0.0275 DM/minute (0.0228 EUR/minute) (0.0140 EUR/minute) 2 PRICE FOR THE INITIAL PROVISION OF EMERGENCY CALL CODING AND REPORT OF ALTERATION TO EMERGENCY CALL CODE Initial provision per local network (one-off payment) 18.11 DM/local network (9.26 EUR/local network) Modification of the emergency call code 42.08 DM/local network (21.52 EUR/local network) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 7 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.2 CONNECTIONS TO ANNOUNCEMENT SERVICE OF TELEKOM VALID FROM 01/01/2000 TO 29/02/2000 1 Price Structure Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. 1.1 The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to Telekom (location of interconnection) and the distance measuring point of the local network area at which the connections are timed by the announcement service of Telekom. The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are timed by the announcement service in the telephone network of Telekom in the local network area in which the connections are transferred. Connections which are timed by the announcement service in the telephone network of Telekom in the local network area which border directly on the local network area in which the connections are transferred. Connections which are timed by the announcement service in the telephone network of Telekom in the local network areas which are at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are timed by the announcement service in the telephone network of Telekom in the local network area which area at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are timed by the announcement service in the telephone network of Telekom in the local network area which are at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Allotted to the TARIFF AREA IV are: connections which are timed by the announcement service in the telephone network of Telekom in the local network area which have a tariff distance of more than 200 km from the local network area in which the connections are transferred. Page 1 Interconnection Contract with FirstMark Confidential 1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: STANDARD TARIFF The standard tariff is applied in the time from 9 a.m. to 9 p.m. OFF-PEAK TARIFF The off-peak tariff is applied in the time from 9 p.m. to 9 a.m. 2 PRICE For the establishment of the connection and the maintenance of a connection, the prices determined by regulation decisions will be applied first of all as downpayment for the service Telekom-B.1. TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0197 DM/minute 0.0124 DM/minute (0.01007 EUR/minute) (0.00634 EUR/minute)(1) II 0.0336 DM/minute 0.0202 DM/minute (0.01718 EUR/minute) (0.01033 EUR/minute) III 0.0425 DM/minute 0.0235 DM/minute (0.02173 EUR/minute) (0.01202 EUR/minute) IV 0.0514 DM/minute 0.0316 DM/minute (0.02628 EUR/minute) (0.01616 EUR/minute) The invoices for the service Telekom-Z.2 for the months January 2000 and February 2000 will be cancelled retroactively and the charges from April 2000 invoiced on the basis of the following charges retroactively. Telekom will pay FirstMark the respective difference. TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0149 DM/minute 0.0094 DM/minute (0.0076 EUR/minute) (0.0048 EUR/minute) II 0.0254 DM/minute 0.0153 DM/minute (0.0130 EUR/minute) (0.0078 EUR/minute) III 0.0321 DM/minute 0.0178 DM/minute (0.0164 EUR/minute) (0.0091 EUR/minute) IV 0.0388 DM/minute 0.0239 DM/minute (0.0199 EUR/minute) (0.0122 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 2 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.2 CONNECTIONS TO ANNOUNCEMENT SERVICE OF TELEKOM VALID FROM 01/03/2000 TO 31/01/2001 1 PRICE STRUCTURE Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. 1.1 The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to Telekom (location of interconnection) and the distance measuring point of the local network area at which the connections are timed by the announcement service of Telekom. The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are timed by the announcement service in the telephone network of Telekom in the local network area in which the connections are transferred. Connections which are timed by the announcement service in the telephone network of Telekom in the local network area which border directly on the local network area in which the connections are transferred. Connections which are timed by the announcement service in the telephone network of Telekom in the local network areas which are at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are timed by the announcement service in the telephone network of Telekom in the local network area which area at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are timed by the announcement service in the telephone network of Telekom in the local network area which are at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Allotted to the TARIFF AREA IV are: connections which are timed by the announcement service in the telephone network of Telekom in the local network area which have a tariff distance of more than 200 km from the local network area in which the connections are transferred. Page 3 1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. 2 PRICE For the establishment of the connection and the maintenance of a connection, the prices determined by regulation decisions will be applied for this timing service. TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0171 DM/minute 0.0108 DM/minute (0.0088 EUR/minute) (0.0055 EUR/minute)(1) II 0.0292 DM/minute 0.0175 DM/minute (0.0149 EUR/minute) (0.0090 EUR/minute) III 0.0369 DM/minute 0.0204 DM/minute (0.0189 EUR/minute) (0.0104 EUR/minute) IV 0.0447 DM/minute 0.0275 DM/minute (0.0228 EUR/minute) (0.0140 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimals. Page 4 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.3 CONNECTIONS TO INFORMATION SERVICE OF TELEKOM VALID UNTIL 29/02/2000 1 STANDARD-FORM CONTRACT CONDITIONS PRICE For connections to the Telekom information service, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The prices will be converted into minute prices as follows: FOR NATIONAL INFORMATION: Standard-form Contract Conditions price/connection (8 TU(1)) + 30 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (3.8 sec)
FOR INTERNATIONAL INFORMATION: Standard-form Contract Conditions price/connection (8 TU) + 60 SEC * 1 TU -------------- Standard-form Contract Conditions time unit (3.8 sec)
The converted Standard-form Contract Conditions price will then be: o for national information: 1.6578 DM/minute o for international information: 2.4812 DM/minute The duration of the connection is measured in seconds. 2 REFUND FOR TRANSPORT SERVICE OF FIRSTMARK FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of connection is measured in seconds: The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. It will be: STANDARD TARIFF OFF-PEAK TARIFF --------------- --------------- 0.0429 DM/minute 0.0267 DM/minute - ---------- (1) TU=1 tariff unit which is at present 0.1043 DM. Page 1 Interconnection Contract with FirstMark Confidential 3 REFUND FOR EXPENSES OF TELEKOM SAVED FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1. The refund will be: o for national information: 0.1326 DM/minute o for international information: 0.1985 DM/minute 4 INVOICE The following figures will be applied in the invoice at present: STANDARD TARIFF OFF-PEAK TARIFF --------------- --------------- for the national information 1.4823 DM/minute 1.4985 DM/minute (0.7579 EUR/minute) (0.7662 EUR/minute)(1) for the international information 2.2398 DM/minute 2.2560 DM/minute (1.1452 EUR/minute) (1.1535 EUR/minute)
- ---------- (1) The priced in EUR are rounded off to four decimal points. Page 2 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.3 CONNECTIONS TO INFORMATION SERVICE OF TELEKOM VALID FROM 01/03/2000 TO 31/03/2000 1 STANDARD-FORM CONTRACT CONDITIONS PRICE For connections to the Telekom information service, the General Terms and Condition of Telekom are applicable in their respective current version. The prices will be converted into minute prices as follows: FOR NATIONAL INFORMATION: Standard-form Contract Conditions price/connection (8 TU(1))+ 30 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (3.8 sec)
FOR INTERNATIONAL INFORMATION: Standard-form Contract Conditions price/connection (8 TU)+ 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (3.8 sec)
The converted Standard-form Contract Conditions price will then be: o for national information: 1.6578 DM/minute o for international information: 2.4812 DM/minute The duration of the connection is measured in seconds. 2 REFUND FOR TRANSPORT SERVICE OF FIRSTMARK FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of connection is measured in seconds: The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. It will be: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.0373 DM/minute 0.0232 DM/minute - ---------- (1) TU=1 tariff unit which is at present 0.1043 DM. Page 3 3 REFUND FOR EXPENSES OF TELEKOM SAVED FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1. The refund will be: o for national information: 0.1326 DM/minute o for international information: 0.1985 DM/minute 4 INVOICE The following figures will be applied in the invoice at present: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- for the national information 1.4879 DM/minute 1.5020 DM/minute (0.7608 EUR/minute) (0.7680 EUR/minute)1 for the international information 2.2454 DM/minute 2.2595 DM/minute (1.1481 EUR/minute) (1.1553 EUR/minute)
- ---------- (1) The priced in EUR are rounded off to four decimal points. Page 4 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.3 CONNECTIONS TO INFORMATION SERVICE OF TELEKOM VALID FROM 01/04/2000 TO 31/05/2000 1 PRICE For the service Telekom-Z.3, FirstMark will pay Telekom the following listed prices. For the prices for the establishment of the connection and the maintenance of the connection the following tariff prices will be applied: PEAK TARIFF The peak tariff will be applied on workdays between 9 a.m. and 6 p.m. OFF-PEAK The off-peak tariff will be applied on workdays between 6 p.m. and 9 a.m. and on Saturdays, Sundays and public federal holidays between 0 a.m. and 0 p.m. The following figures will be applied in the invoice at present: For the national information PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 1.4812 DM/minute 1.4962 DM/minute (0.7573 EUR/minute) (0.7650 EUR/minute)1 For the international information PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 2.2381DM/minute 2.2531 DM/minute (1.1443 EUR/minute) (1.1520 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimals. Page 5 Interconnection Contract with FirstMark Confidential 2 CALCULATION OF THE PRICES The price for the service Telekom-Z.3 is calculated according to the following formula: Price of the value-added service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of Telekom - expenses saved for invoicing/demands of Telekom ----------------------------------------------------------------- = Price for the service Telekom-Z.3 2.3 PRICE OF THE SERVICE For connections to the information service of Telekom, the General Terms and Condition of Telekom are applicable in their respective current version. The prices shown in them will be converted as follows into minute prices: FOR NATIONAL INFORMATION: Standard-form Contract Conditions price/connection (8 TU(1))+ 30 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (3.8 sec)
FOR INTERNATIONAL INFORMATION: Standard-form Contract Conditions price/connection (8 TU)+ 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (3.8 sec)
The converted Standard-form Contract Conditions price will then be: o for national information: 1.6562 DM/minute o for international information: 2.4789 DM/minute The duration of the connection is measured in seconds. - ---------- (1) TU=1 tariff unit which is at present 0.1042 DM. Page 6 Interconnection Contract with FirstMark Confidential 2.2 SAVED EXPENSES FOR THE TRANSPORT SERVICE OF TELEKOM FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of the connection is measured in seconds. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. The refund will be: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.0425 DM/minute 0.0275 DM/minute 2.3 REFUND FOR EXPENSES OF TELEKOM SAVED FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 2.1. The refund will be: for national information: 0.1325 DM/minute for international information: 0.1983 DM/minute Page 7 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.3 CONNECTIONS TO INFORMATION SERVICE OF TELEKOM VALID FROM 01/06/2000 1 PRICE For the service Telekom-Z.3, FirstMark will pay Telekom the following listed prices. For the prices for the establishment of the connection and the maintenance of the connection the following tariff prices will be applied: PEAK TARIFF The peak tariff will be applied on workdays between 9 a.m. and 6 p.m. OFF-PEAK The off-peak tariff will be applied on workdays between 6 p.m. and 9 a.m. and on Saturdays, Sundays and public federal holidays between 0 a.m. and 0 p.m. 1.1 PRICES FROM IMPLEMENTATION OF THE CARRIER SELECTION PHASE II The following figures will be applied in the invoice: For the national information in German, English and Turkish: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 1.5066 DM/minute 1.5129 DM/minute (0.7703 EUR/minute) (0.7735 EUR/minute)(1) II 1.4945 DM/minute 1.5062 DM/minute (0.7641 EUR/minute) (0.7701) EUR/minute) III 1.4868 DM/minute 1.5033 DM/minute (0.7602 EUR/minute) (0.7686 EUR/minute) IV 1.4790 DM/minute 1.4962 DM/minute (0.7562 EUR/minute) (0.7650 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 8 Interconnection Contract with FirstMark Confidential For the international information in German: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 2.2635 DM/minute 2.2698 DM/minute (1.1573 EUR/minute) (1.1605 EUR/minute)(1) II 2.2514 DM/minute 2.2631 DM/minute (1.1511 EUR/minute) (1.1571) EUR/minute) III 2.2437 DM/minute 2.2602 DM/minute (1.1472 EUR/minute) (1.1556 EUR/minute) IV 2.2359 DM/minute 2.2531 DM/minute (1.1432 EUR/minute) (1.1520 EUR/minute) 1.2 PRICES FOR THE TRANSITION PERIOD UP TO IMPLEMENTATION OF THE CARRIER SELECTION PHASE II The following figures will be applied in the invoice: For the national information in German, English and Turkish: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 1.4812 DM/minute 1.4962 DM/minute (0.7573 EUR/minute) (0.7650 EUR/minute) For the international information in German: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 2.2381 DM/minute 2.2531 DM/minute (1.1443 EUR/minute) (1.1520 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 9 Interconnection Contract with FirstMark Confidential 2 CALCULATION OF THE PRICES The price for the service Telekom-Z.3 is calculated according to the following formula: Price of the value-added service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of Telekom - expenses saved for invoicing/demands of Telekom ----------------------------------------------------------------- = Price for the service Telekom-Z.3 2.1 PRICE OF THE SERVICE For connections to the information service of Telekom, the General Terms and Condition of Telekom are applicable in their respective current version. The prices shown in them will be converted as follows into minute prices: for the national information in German, English and Turkish: Standard-form Contract Conditions price/connection (8 TU(1))+ 30 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (3.8 sec) for the international information in German: Standard-form Contract Conditions price/connection (8 TU)+ 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (3.8 sec)
The converted Standard-form Contract Conditions price will then be: for the national information in German, English and Turkish: 1.6562 DM/minute for the international information in German: 2.4789 DM/minute The duration of the connection is measured in seconds. - ---------- (1) TU=1 tariff unit which is at present 0.1042 DM. Page 10 Interconnection Contract with FirstMark Confidential 2.2 SAVED EXPENSES FOR THE TRANSPORT SERVICE OF TELEKOM FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of the connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are established and the distance measuring point of the local network area at which the connections are transferred to Telekom (location of interconnection). The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are established in the telephone network of FirstMark in the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in local network areas which border directly on the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Allotted to the TARIFF AREA IV are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 200 km from the local network area in which the connections are transferred. Page 11 2.2.1 The expense saved for the transport will be from implementation of the carrier selection phase II: The refund for the transport will take place on the basis of the prices for the service Telekom-O.2. The refund will be: TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0171 DM/minute 0.0108 DM/minute II 0.0292 DM/minute 0.0175 DM/minute III 0.0369 DM/minute 0.0204 DM/minute IV 0.0447 DM/minute 0.0275 DM/minute 2.2.2 The expense saved for the transport up to implementation of the carrier selection phase II will be: The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. The refund will be: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.0425 DM/minute 0.0275 DM/minute 2.3 REFUND FOR EXPENSES SAVED FOR TELEKOM SERVICES FirstMark will receive a refund for expenses of Telekom saved (invoicing and bad debt) amounting to 8% of the Standard-form Contract Conditions price according to 2.1. The refund will be: For the national information in German, English and Turkish: 0.1325 DM/minute For the international information in German: 0.1983 DM/minute Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.4 CONNECTIONS TO THE SERVICE 0190 1-9 OF TELEKOM - IN THE ONLINE BILLING PROCESS - VALID FROM 01/01/2000 TO 29/02/2000 1 STANDARD-FORM CONTRACT CONDITIONS PRICE For connections to the 0190 1-9 service of Telekom, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The prices shown in them will be converted as follows into minute and/or to price per connection: for the service identification number 0190 1-3, 0190 5: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (6 sec) for the service identification number 0190 4, 0190 6: 60 SEC * 1 TU(1) ---------------- Standard-form Contract Conditions time unit (9 sec) for the service identification number 0190 7, 0190 9: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (3 sec) for the service identification number 0190 8: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (2 sec) The converted Standard-form Contract Conditions price will then be: FOR THE SERVICE IDENTIFICATION NUMBERS PRICE -------------------------------------- ----- 0190 1-3, 0190 5 1.0430 DM/minute 0190 4, 0190 6 0.6953 DM/minute 0190 7, 0190 9 2.0860 DM/minute 0190 8 3.1290 DM/minute The duration of the connection is measured in seconds. - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1043 DM. Page 1 Interconnection Contract with FirstMark Confidential 2 REFUND FOR TRANSPORT SERVICE OF FIRSTMARK FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of the connection is measured in seconds. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. It will be: STANDARD TARIFF OFF-PEAK TARIFF --------------- --------------- 0.0429/minute 0.0267 DM/minute 3 REFUND FOR EXPENSES OF TELEKOM SAVED FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 4.5% of the Standard-form Contract Conditions price according to 1 and a refund amounting to 3.5% of the Standard-form Contract Conditions price according to 1 for bad debts. The refund will be: FOR THE SERVICE IDENTIFICATION NUMBERS INVOICE EXPENSE SAVED -------------------------------------- ------- ------------- 0190 1-3, 0190 5 4.5 % 0.0469 DM/minute 0190 4, 0190 6 4.5 % 0.0313 DM/minute 0190 7, 0190 9 4.5 % 0.0939 DM/minute 0190 8 4.5 % 0.1408 DM/minute FOR THE SERVICE IDENTIFICATION NUMBERS BAD DEBT EXPENSE SAVED -------------------------------------- -------- ------------- 0190 1-3, 0190 5 3.5 % 0.0365 DM/minute 0190 4, 0190 6 3.5 % 0.0243 DM/minute 0190 7, 0190 9 3.5 % 0.0730 DM/minute 0190 8 3.5 % 0.1095 DM/minute FirstMark is entitled within 6 months of receipt of the invoice to demand re-calculation of the bad debt risk for the respective settlement period on the basis of the bad debt risk determined by it statistically. Telekom will compensate the resulting differential. Page 2 Interconnection Contract with FirstMark Confidential 4 INVOICE The following figures will be applied in the invoice at present: SERVICE IDENTIFICATION NOS. STANDARD TARIFF OFF-PEAK TARIFF ------------------- --------------- --------------- 0190 1-3, 0190 5 0.9167 DM/minute 0.9329 DM/minute (0.4687 EUR/minute) (0.4770 EUR/minute)(1) 0190 4, 0190 6 0.5968 DM/minute 0.6130 DM/minute (0.3051 EUR/minute) (0.3134 EUR/minute) 0190 7, 0190 9 1.8762 DM/minute 1.8924 DM/minute (0.9593 EUR/minute) (0.9676 EUR/minute) 0190 8 2.8358 DM/minute 2.8520 DM/minute (1.4499 EUR/minute) (1.4582 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 3 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.4 CONNECTIONS TO THE SERVICE 0190 1-9 OF TELEKOM - IN THE ONLINE BILLING PROCESS - VALID FROM 01/03/2000 TO 31/03/2000 1 STANDARD-FORM CONTRACT CONDITIONS PRICE For connections to the 0190 1-9 service of Telekom, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The prices shown in them will be converted as follows into minute prices: for the service identification number 0190 1-3, 0190 5: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (6 sec) for the service identification number 0190 4, 0190 6: 60 SEC * 1 TU(1) ---------------- Standard-form Contract Conditions time unit (9 sec) for the service identification number 0190 7, 0190 9: 60 SEC * 1 TU ------------- Standard-form Contract Condition time unit (3 sec) for the service identification number 0190 8: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (2 sec) The converted Standard-form Contract Conditions price will then be: FOR THE SERVICE IDENTIFICATION NUMBERS PRICE -------------------------------------- ----- 0190 1-3, 0190 5 1.0430 DM/minute 0190 4, 0190 6 0.6953 DM/minute 0190 7, 0190 9 2.0860 DM/minute 0190 8 3.1290 DM/minute The duration of the connection is measured in seconds. - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1043 DM. Page 4 Interconnection Contract with FirstMark Confidential 2 REFUND FOR TRANSPORT SERVICE OF FIRSTMARK FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of the connection is measured in seconds. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. It will be: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.0373/minute 0.0232 DM/minute 3 REFUND FOR EXPENSES OF TELEKOM SAVED FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 4.5% of the Standard-form Contract Conditions price according to 1 and a refund amounting to 3.5% of the Standard-form Contract Conditions price according to 1 for bad debts. The refund will be: FOR THE SERVICE IDENTIFICATION NUMBERS INVOICE EXPENSE SAVED -------------------------------------- ------- ------------- 0190 1-3, 0190 5 4.5 % 0.0469 DM/minute 0190 4, 0190 6 4.5 % 0.0313 DM/minute 0190 7, 0190 9 4.5 % 0.0939 DM/minute 0190 8 4.5 % 0.1408 DM/minute FOR THE SERVICE IDENTIFICATION NUMBERS BAD DEBT EXPENSE SAVED -------------------------------------- -------- ------------- 0190 1-3, 0190 5 3.5 % 0.0365 DM/minute 0190 4, 0190 6 3.5 % 0.0243 DM/minute 0190 7, 0190 9 3.5 % 0.0730 DM/minute 0190 8 3.5 % 0.1095 DM/minute FirstMark is entitled within 6 months of receipt of the invoice to demand re-calculation of the bad debt risk for the respective settlement period on the basis of the bad debt risk determined by it statistically. Telekom will compensate the resulting differential. Page 5 Interconnection Contract with FirstMark Confidential 4 INVOICE The following figures will be applied in the invoice at present: SERVICE IDENTIFICATION NOS. PEAK TARIFF OFF-PEAK TARIFF ------------------- ----------- --------------- 0190 1-3, 0190 5 0.9223 DM/minute 0.9364 DM/minute (0.4716 EUR/minute) (0.4788 EUR/minute)(1) 0190 4, 0190 6 0.6024 DM/minute 0.6165 DM/minute (0.3080 EUR/minute) (0.3152 EUR/minute) 0190 7, 0190 9 1.8818 DM/minute 1.8959 DM/minute (0.9621 EUR/minute) (0.9694 EUR/minute) 0190 8 2.8414 DM/minute 2.8555 DM/minute (1.4528 EUR/minute) (1.4600 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 6 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.4 CONNECTIONS TO THE SERVICE 0190 1-9 OF TELEKOM - IN THE ONLINE BILLING PROCESS - VALID FROM 01/04/2000 TO 31/01/2001 1 PRICE For the service Telekom-Z.4, FirstMark will pay Telekom the following listed prices. For the prices for the establishment of the connection and the maintenance of the connection the following tariff prices will be applied: PEAK TARIFF The peak tariff will be applied on workdays between 9 a.m. and 6 p.m. OFF-PEAK The off-peak tariff will be applied on workdays between 6 p.m. and 9 a.m. and on Saturdays, Sundays and public federal holidays between 0 a.m. and 0 p.m. 1.1 PRICES FROM IMPLEMENTATION OF THE CARRIER SELECTION PHASE II The following prices are applied: Service identification number 0190 1-3, 5 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.9415 DM/minute 0.9478 DM/minute (0.4814 EUR/minute) (0.4846 EUR/minute)(1) II 0.9294 DM/minute 0.9411 DM/minute (0.4752 EUR/minute) (0.4812) EUR/minute) III 0.9217 DM/minute 0.9382 DM/minute (0.4713 EUR/minute) (0.4797 EUR/minute) IV 0.9139 DM/minute 0.9311 DM/minute (0.4673 EUR/minute) (0.4761 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 7 Interconnection Contract with FirstMark Confidential Service identification number 0190 4, 6 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.6219 DM/minute 0.6282 DM/minute (0.3180 EUR/minute) (0.3212 EUR/minute)(1) II 0.6098 DM/minute 0.6215 DM/minute (0.3118 EUR/minute) (0.3178) EUR/minute) III 0.6021 DM/minute 0.6186 DM/minute (0.3078 EUR/minute) (0.3163 EUR/minute) IV 0.5943 DM/minute 0.6115 DM/minute (0.3039 EUR/minute) (0.3127 EUR/minute) Service identification number 0190 7, 9 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 1.9002 DM/minute 1.9065 DM/minute (0.9716 EUR/minute) (0.9748 EUR/minute) II 1.8881 DM/minute 1.8998 DM/minute (0.9654 EUR/minute) (0.9714) EUR/minute) III 1.8804 DM/minute 1.8696 DM/minute (0.9614 EUR/minute) (0.9699 EUR/minute) IV 1.8726 DM/minute 1.8898 DM/minute (0.9574 EUR/minute) (0.9662 EUR/minute) Service identification number 0190 8 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 2.8588 DM/minute 2.8651 DM/minute (1.4617 EUR/minute) (1.4649 EUR/minute) II 2.8467 DM/minute 2.8584 DM/minute (1.4555 EUR/minute) (1.4615) EUR/minute) III 2.8390 DM/minute 2.8555 DM/minute (1.4516 EUR/minute) (1.4600 EUR/minute) IV 2.8312 DM/minute 2.8484 DM/minute (1.4476 EUR/minute) (1.4454 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 8 Interconnection Contract with FirstMark Confidential 1.2 PRICES FOR THE TRANSITION PERIOD UP TO IMPLEMENTATION OF THE CARRIER SELECTION PHASE II Tariff zone I SERVICE IDENTIFICATION NO. PEAK TARIFF OFF-PEAK TARIFF ------------------ ----------- --------------- 0190 1-3, 5 0.9161 DM/minute 0.9311 DM/minute (0.4684 EUR/minute) (0.4761 EUR/minute)(1) 0190 4, 6 0.5965 DM/minute 0.6115 DM/minute (0.3050 EUR/minute) (0.3127 EUR/minute) 0190 7, 9 1.8748 DM/minute 1.8898 DM/minute (0.9586 EUR/minute) (0.9662 EUR/minute) 0190 8 2.8334 DM/minute 2.8484 DM/minute (1.4487 EUR/minute) (1.4564 EUR/minute) 2 CALCULATION OF THE PRICES The price for the service Telekom-Z-4 is calculated according to the following formula: Price of the value-added service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of Telekom - expenses saved for invoicing/bad debts of Telekom -------------------------------------------------------------------- = Price for the service Telekom-Z.4 2.1 PRICE OF THE SERVICE For connections to the 0190 1-9 service of Telekom, the General Terms and Condition of Telekom are applicable in their respective current version. The prices shown in them will be converted as follows into minute prices: for the service identification number 0190 1-3, 0190 5: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (6 sec) for the service identification number 0190 4, 0190 6: 60 SEC * 1 TU(2) ---------------- Standard-form Contract Conditions time unit (9 sec) - ---------- (1) The prices in EUR are rounded off to four decimal places. (2) 1 TU = 1 tariff unit which at present is 0.1042 DM. Page 9 Interconnection Contract with FirstMark Confidential for the service identification number 0190 7, 0190 9: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (3 sec) for the service identification number 0190 8: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (2 sec) The converted Standard-form Contract Conditions price will then be: FOR THE SERVICE IDENTIFICATION NUMBERS PRICE -------------------------------------- ----- 0190 1-3, 0190 5 1.0420 DM/minute 0190 4, 0190 6 0.6947 DM/minute 0190 7, 0190 9 2.0840 DM/minute 0190 8 3.1260 DM/minute The duration of the connection is measured in seconds. 2.2 EXPENSES SAVED FOR THE TRANSPORT SERVICE OF TELEKOM FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of the connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are established and the distance measuring point of the local network area at which the connections are transferred to Telekom (location of interconnection). The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are established in the telephone network of FirstMark in the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in local network areas which border directly on the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Page 10 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA II are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Allotted to the TARIFF AREA IV are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 200 km from the local network area in which the connections are transferred. 2.2.1 The expense saved for the transport will be from implementation of the carrier selection phase II: The refund for the transport will take place on the basis of the prices for the service Telekom-B.2. The refund will be: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0171 DM/minute 0.0108 DM/minute II 0.0292 DM/minute 0.0175 DM/minute III 0.0369 DM/minute 0.0204 DM/minute IV 0.0447 DM/minute 0.0275 DM/minute 2.2.2 The expense saved for the transport up to implementation of the carrier selection phase II will be: The refund for the transport will take place on the basis of the prices for the service Telekom-O.2. The refund will be: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.0425 DM/minute 0.0275 DM/minute Page 11 Interconnection Contract with FirstMark Confidential 2.3 REFUND FOR EXPENSES OF TELEKOM SAVED FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 4.5% of the Standard-form Contract Conditions price according to 2.1 and a refund amounting to 3.5% of the Standard-form Contract Conditions price according to 2.1 for bad debts. The refund will be: FOR THE SERVICE IDENTIFICATION NUMBERS INVOICE EXPENSE SAVED -------------------------------------- ------- ------------- 0190 1-3, 0190 5 4.5 % 0.0469 DM/minute 0190 4, 0190 6 4.5 % 0.0313 DM/minute 0190 7, 0190 9 4.5 % 0.0938 DM/minute 0190 8 4.5 % 0.1407 DM/minute FOR THE SERVICE IDENTIFICATION NUMBERS BAD DEBT EXPENSE SAVED -------------------------------------- -------- ------------- 0190 1-3, 0190 5 3.5 % 0.0365 DM/minute 0190 4, 0190 6 3.5 % 0.0243 DM/minute 0190 7, 0190 9 3.5 % 0.0729 DM/minute 0190 8 3.5 % 0.1094 DM/minute FirstMark is entitled within 6 months of receipt of the invoice to demand re-calculation of the bad debt risk for the respective settlement period on the basis of the bad debt risk determined by it statistically. Telekom will compensate the resulting differential. Page 12 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.5 CONNECTIONS TO MOBILE CALL SERVICES VALID UNTIL 29/02/2000 1 CITY CALL 1.1 Standard-form Contract Conditions Price For connections to mobile call services, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The Standard-form Contract Conditions prices for connections will be converted as follows into minute prices: for the service identification numbers 0162 0-9, 016 82-91: Mon - Fri, 9 a.m. - 6 p.m. 60 SEC * 1 TU(1) ---------------- (Mon - Fri) Standard-form Contract Conditions time unit (20 sec) for the remaining time: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (30 sec) for the service identification number 01695 1-2: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (5 sec) The converted Standard-form Contract Conditions price will then be: SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------ --------------------- -------------- 0162 0-9, 016 82-91 0.3102 DM/minute 0.2068 DM/minute 01695 1-2 1.2408 DM/minute 1.2408 DM/minute The duration of the connection is measured in seconds. - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1034 DM. Page 1 Interconnection Contract with FirstMark Confidential 1.2 Refund for transport service of FirstMark FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of the connection is measured in seconds. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. The refund will be: MON-FRI 9 A.M.-6 P.M. REMAINING TIME --------------------- -------------- 0.0429 DM/minute 0.0267 DM/minute 1.3 Refund for expenses of Telekom saved FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1.1. The refund will be:
SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------ --------------------- -------------- 0162 0-9, 016 82-91 0.0248 DM/minute 0.0165 DM/minute 01695 1-2 0.0993 DM/minute 0.0993 DM/minute
1.4 Invoice The following figures are applied at present for the invoice:
SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------ --------------------- -------------- 0162 0-9, 016 82-91 0.2425 DM/minute 0.1636 DM/minute (0.1240 EUR/minute) (0.0836 EUR/minute)(1) 01695 1-2 1.0986 DM/minute 1.1148 DM/minute (0.5617 EUR/minute) (0.5700 EUR/minute)
- ---------- (1) The prices in EUR are rounded off to four decimal places. Page 2 Interconnection Contract with FirstMark Confidential 2 QUIX VALID FROM 2/08/1999 2.1 Standard-form Contract Conditions Price For connections to mobile call services, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The prices for connections will be converted as follows into minute prices: FOR THE SERVICE IDENTIFICATION NUMBERS -------------------------------------- 0165 00-08, 0165 1, 3, 4, 5, 91-93 60 SEC * 2 TU(1) ---------------- Standard-form Contract Conditions time unit (60 sec) 0165 6 60 SEC * 20 TU -------------- Standard-form Contract Conditions time unit (60 sec) The converted Standard-form Contract Conditions price will then be: FOR THE SERVICE IDENTIFICATION NUMBERS PRICE -------------------------------------- ----- 0165 00-08, 0165 1, 3, 4, 5 , 91-93 0.2068 DM/minute 0165 6 2.0680 DM/minute The duration of the connection is measured in seconds. 2.2 Refund for transport service of FirstMark FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of the connection is measured in seconds. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. MON-FRI 9 A.M.-6 P.M. REMAINING TIME --------------------- -------------- 0.0429 DM/minute 0.0267 DM/minute - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1034 DM. Page 3 Interconnection Contract with FirstMark Confidential 2.3 Refund for expenses of Telekom saved FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 2.1. The refund will be: FOR THE SERVICE IDENTIFICATION NUMBERS REFUND -------------------------------------- ------ 0165 00-08 0165 1, 3, 4, 5, 91-93 0.0165 DM/minute 0165 6 0.1654 DM/minute 2.4 Invoice The following figures are applied at present for the invoice:
FOR THE SERVICE IDENTIFICATION NOS. MON-FRI 9 A.M.-6 P.M. REMAINING TIME ----------------------------------- --------------------- -------------- 0165 00-08 0165 1, 3, 4, 5, 91-93 0.1474 DM/minute 0.1636 DM/minute (0.0754 EUR/minute) (0.0836 EUR/minute)(1) 0165 6 1.8597 DM/minute 1.8759 DM/minute (0.9500 EUR/minute) (0.9591 EUR/minute)
- ---------- (1) The prices in EUR are rounded off to four decimal places. Page 4 Interconnection Contract with FirstMark Confidential 3 TELMI 3.1 Standard-form Contract Conditions Price For connections to mobile call services, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The Standard-form Contract Conditions prices for connections to the service identification numbers 01660, 5, 9 will be converted as follows into minute prices: 60 SEC * 1 TU(1) --------------- Standard-form Contract Conditions time unit (5.2 sec) The Standard-form Contract Conditions prices for connections to the service identification numbers 01661 will be converted as follows into minute prices: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (1.3 sec) The converted Standard-form Contract Conditions price will then be: FOR THE SERVICE IDENTIFICATION NUMBERS PRICE -------------------------------------- ----- 01660, 5, 9 1.1931 DM/minute 01661 4.7723 DM/minute The duration of the connection is measured in seconds. 3.2 Refund for transport service of FirstMark FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of the connection is measured in seconds. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. The refund will be: STANDARD TARIFF OFF-PEAK TARIFF --------------- --------------- 0.0429 DM/minute 0.0267 DM/minute - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1034 DM. Page 5 Interconnection Contract with FirstMark Confidential 3.3 Refund for expenses of Telekom saved FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 3.1. The refund will be: FOR THE SERVICE IDENTIFICATION NUMBERS REFUND -------------------------------------- ------ 01660, 5, 9 0.0954 DM/minute 01661 0.3818 DM/minute 3.4 Invoice The following figures are applied at present for the invoice:
FOR THE SERVICE IDENTIFICATION NUMBERS STANDARD TARIFF OFF-PEAK TARIFF ------------------------------ ------------------ --------------- 01660, 5, 9 1.0548 DM/minute 1.0710 DM/minute (0.5393 EUR/minute) (0.5476 EUR/minute)(1) 01661 4.3476 DM/minute 4.3658 DM/minute (2.2229 EUR/minute) (2.2322 EUR/minute)
- ---------- (1) The prices in EUR are rounded off to four decimal places. Page 6 Interconnection Contract with FirstMark Confidential 4 SCALL 4.1 Standard-form Contract Conditions price For connections to mobile call services, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The Standard-form Contract Conditions prices for connections to the service identification numbers 01680, 01681, 01696, 01699 will be converted into event-related prices as follows: FOR THE SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------ --------------------- -------------- 01680 5 TU(1) 5 TU 01681 12 TU 8 TU 01696 8 TU 8 TU 01699 20 TU 20 TU The converted Standard-form Contract Conditions price will then be:
FOR THE SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------ --------------------- -------------- 01680 0.5170 DM/connection 0.5170 DM/connection 01681 1.2408 DM/connection 0.8272 DM/connection 01696 0.8272 DM/connection 0.8272 DM/connection 01699 2.0680 DM/connection 2.0680 DM/connection
4.2 Refund for transport service of FirstMark FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. Decisive for the calculation of the refund are the tariff times. The refund for transport takes place on the basis of the prices for the service Telekom O.2, tariff area 1 and is determined at a duration of connection of 60 seconds for the service identification number 01680 and at a duration of the connection of 30 seconds for the remaining service identification numbers. The refund will be:
SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------ --------------------- -------------- 01680 0.0429 DM/connection 0.0267 DM/connection 01681, 01696, 01699 0.0215 DM/connection 0.0134 DM/connection
- ---------- (1) 1 TU = 1 tariff unit which is at present 0.1034 DM. Page 7 Interconnection Contract with FirstMark Confidential 4.3 Refund for expenses of Telekom saved FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 4.1. The refund will be:
FOR THER SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------- --------------------- -------------- 01680 0.0414 DM/connection 0.0414 DM/connection 01681 0.0993 DM/connection 0.0662 DM/connection 01696 0.0662 DM/connection 0.0662 DM/connection 01699 0.1654 DM/connection 0.1654 DM/connection
4.4 Invoice The following figures are applied at present for the invoice:
FOR THE SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------ --------------------- -------------- 01680 0.04327 DM/connection 0.4489 DM/connection (0.2212 EUR/connection) (0.2295 UR/connection)(1) 01681 1.1200 DM/connection 0.7426 DM/connection (0.5726 EUR/connection) (0.3822 EUR/connection) 01696 0.7395 DM/connection 0.7476 DM/connection (0.3781 EUR/connection) (0.3822 EUR/connection) 01699 1.8811 DM/connection 1.8892 DM/connection (0.9618 EUR/connection) (0.9659 EUR/connection)
- ---------- (1) The priced in EUR are rounded off to four decimal points. Page 8 Interconnection Contract with FirstMark Confidential 5 SKYPER 5.1 Standard-form Contract Conditions price For connections to mobile call services, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The Standard-form Contract Conditions prices for connections to the service identification numbers 01692, 01693, 016953 will be converted into event-related prices as follows: FOR THE SERVICE IDENTIFICATION NUMBERS PRICE -------------------------------------- ----- 01692, 01693 8 TU(1) 016953 20 TU The converted Standard-form Contract Conditions price will then be: FOR THE SERVICE IDENTIFICATION NUMBERS PRICE -------------------------------------- ----- 01692, 01693 0.8272 DM/connection 016953 2.0680 DM/connection 5.2 Refund for transport service of FirstMark FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. Decisive for the calculation of the refund are the tariff times. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2 tariff I and is determined at a duration of connection of 40 seconds. The refund will be:
FOR THE SERVICE IDENTIFICATION NUMBERS STANDARD TARIFF OFF-PEAK TARIFF ------------------------------ ------------------ --------------- 01692, 01693 0.0286 DM/connection 0.0178 DM/connection 016953 0.0286 DM/connection 0.0178 DM/connection
- ---------- (1) 1 TU = 1 tariff unit which is at present 0.1034 DM. Page 9 Interconnection Contract with FirstMark Confidential 5.3 Refund for expenses of Telekom saved FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 5.1. The refund will be: FOR THE SERVICE IDENTIFICATION NUMBERS REFUND -------------------------------------- ------ 01692, 01693 0.0662 DM/connection 016953 0.1654 DM/connection 5.4 Invoice The following figures are applied at present for the invoice:
FOR THE SERVICE IDENTIFICATION NUMBERS STANDARD TARIFF OFF-PEAK TARIFF ------------------------------ ------------------ --------------- 01692, 01693 0.7324 DM/connection 0.7432 DM/connection (0.3745 EUR/connecion) (0.3800 EUR/connection)(1) 016953 1.8740 DM/connection 1.8848 DM/connection (0.9582 EUR/connection) (0.9637 EUR/connection)
- ---------- (1) The priced in EUR are rounded off to four decimal points. Page 10 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.5 CONNECTIONS TO MOBILE CALL SERVICES VALID FROM 01/03/2000 UP TO IMPLEMENTATION OF THE CARRIER SELECTION PHASE II 1 CITY CALL 1.1 Standard-form Contract Conditions price For connections to mobile call services, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The Standard-form Contract Conditions prices for connections will be converted into minute prices as follows: for the service identification numbers 0162 0-9, 016 82-91: Mon - Fri, 9 a.m.- 6 p.m. 60 SEC * 1 TU(1) ---------------- (Mon - Fri) Standard-form Contract Conditions time unit (20 sec) for the remaining time: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (30 sec) for the service identification number 01695 1-2: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (5 sec) The converted Standard-form Contract Conditions price will then be: SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------ --------------------- -------------- 0162 0-9, 016 82-91 0.3102 DM/minute 0.2068 DM/minute 01695 1-2 1.2408 DM/minute 1.2408 DM/minute The duration of the connection is measured in seconds. - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1034 DM. Page 11 Interconnection Contract with FirstMark Confidential 1.2 Refund for transport service of FirstMark FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of the connection will be measured in seconds: The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area 1. The refund will be: MON - FRI 9 A.M. - 6 P.M. REMAINING TIME ------------------------- -------------- 0.0373 DM/minute 0.0232 DM/minute 1.3 Refund for expenses of Telekom saved FirstMark will receive a refund for the expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1.1. The refund will be: FOR THE SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------ --------------------- -------------- 0162 0-9, 016 82-91 0.0248 DM/minute 0.0165 DM/minute 01695 1-2 0.0993 DM/minute 0.0993 DM/minute 1.4 Invoice The following figures are applied at present for the invoice:
FOR THE SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------ --------------------- -------------- 0162 0-9, 016 82-91 0.2481 DM/minute 0.1671 DM/minute (0.1269 EUR/minute) (0.0854 EUR/minute)(1) 01695 1-2 1.1042 DM/minute 1.1183 DM/minute (0.5646 EUR/minute) (0.5718 EUR/minute)
- ---------- (1) The prices in EUR are rounded off to four decimal places. Page 12 Interconnection Contract with FirstMark Confidential 2 QUIX 2.1 Standard-form Contract Conditions price For connections to mobile call services, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The prices shown in this will be converted into minute prices as follows: FOR THE SERVICE IDENTIFICATION NUMBERS: 0165 00-08 0165 1, 3, 4, 5, 91-93 60 SEC * 2 TU(1) ---------------- Standard-form Contract Conditions time unit (60 sec) 0165 6 60 SEC * 20 TU -------------- Standard-form Contract Conditions time unit (60 sec) The converted Standard-form Contract Conditions price will then be: FOR THE SERVICE IDENTIFICATION NUMBERS PRICE -------------------------------------- ----- 0165 00-08 0165 1, 3, 4, 5, 91-93 0.2068 DM/minute 0165 6 2.0680 DM/minute The duration of the connection is measured in seconds. 2.2 Refund for transport service of FirstMark FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of the connection will be measured in seconds. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. MON - FRI 9 A.M. - 6 P.M. REMAINING TIME ------------------------- -------------- 0.0373 DM/minute 0.0232 DM/minute - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1034 DM. Page 13 Interconnection Contract with FirstMark Confidential 2.3 Refund for expenses of Telekom saved FirstMark will receive a refund for the expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 2.1. The refund will be: FOR THE SERVICE IDENTIFICATION NUMBERS REFUND -------------------------------------- ------ 0165 00-08 0165 1, 3, 4, 5, 91-93 0.0165 DM/minute 0165 6 0.1654 DM/minute 2.4 Invoice The following figures are applied at present for the invoice:
FOR THE SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------ --------------------- -------------- 0165 00-08 0165 1, 3, 4, 5, 91-93 0.1530 DM/minute 0.1671 DM/minute (0.0782 EUR/minute) (0.0854 EUR/minute)(1) 0165 6 1.8653 DM/minute 1.8794 DM/minute (0.9537 EUR/minute) (0.9609 EUR/minute)
- ---------- (1) The prices in EUR are rounded off to four decimal places. Page 14 Interconnection Contract with FirstMark Confidential 3 TELMI 3.1 Standard-form Contract Conditions price For connections to mobile call services, the General Terms and Condition of Telekom are applicable in their respective current version. The Standard-form Contract Conditions prices for connections to the service identification numbers 01660, 5, 9 will be converted into minute prices as follows: 60 SEC * 1 TU(1) ---------------- Standard-form Contract Conditions time unit (5.2 sec) The Standard-form Contract Conditions prices for connections to the service identification numbers 01661 will be converted into minute prices as follows: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (1.3 sec) The converted Standard-form Contract Conditions price will then be: FOR THE SERVICE IDENTIFICATION NUMBERS PRICE -------------------------------------- ----- 01660, 5, 9 1.1931 DM/minute 01661 4.7723 DM/minute The duration of the connection is measured in seconds. 3.2 Refund for transport service of FirstMark FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of the connection will be measured in seconds: The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. The refund will be: MON - FRI 9 A.M. - 6 P.M. REMAINING TIME ------------------------- -------------- 0.0373 DM/minute 0.0232 DM/minute - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1034 DM. Page 15 Interconnection Contract with FirstMark Confidential 3.3 Refund for expenses of Telekom saved FirstMark will receive a refund for the expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 3.1. The refund will be: FOR THE SERVICE IDENTIFICATION NUMBERS REFUND -------------------------------------- ------ 01660, 5, 9 0.0954 DM/minute 01661 0.3818 DM/minute 3.4 Invoice The following figures are applied at present for the invoice:
FOR THE SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------ --------------------- -------------- 01660, 5, 9 1.0604 DM/minute 1.0745 DM/minute (0.5422 EUR/minute) (0.5494 EUR/minute)(1) 01661 4.3532 DM/minute 4.3673 DM/minute (2.2258 EUR/minute) (2.2330 EUR/minute)
- ---------- (1) The prices in EUR are rounded off to four decimal places. Page 16 Interconnection Contract with FirstMark Confidential 4 SCALL 4.1 Standard-form Contract Conditions price For connections to mobile call services, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The Standard-form Contract Conditions prices for connections to the service identification numbers 01680, 01681, 01696, 01699 will be converted into event-related prices as follows:
FOR THE SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME -------------------------------------- --------------------- -------------- 01680 5 TU(1) 5 TU 01681 12 TU 8 TU 01696 8 TU 8 TU 01699 20 TU 20 TU
The converted Standard-form Contract Conditions price will then be:
FOR THE SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------ --------------------- -------------- 01680 0.5170 DM/connection 0.5170 DM/connection 01681 1.2408 DM/connection 0.8272 DM/connection 01696 0.8272 DM/connection 0.8272 DM/connection 01699 2.0680 DM/connection 2.0680 DM/connection
4.2 Refund for transport service of FirstMark FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. Decisive for the calculation of the refund are the tariff times. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I for a duration of connection of 30 seconds. The refund for transport takes place on the basis of the prices for the service Telekom O.2, tariff area 1 and is determined at a duration of connection of 60 seconds for the service identification number 01680 and at a duration of the connection of 30 seconds for the remaining service identification numbers. The refund will be:
SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------ --------------------- -------------- 01680 0.0373 DM/connection 0.0232 DM/connection 01681, 01696, 01699 0.0187 DM/connection 0.0116 DM/connection
- ---------- (1) 1 TU = 1 tariff unit which is at present 0.1034 DM Page 17 Interconnection Contract with FirstMark Confidential 4.3 Refund for expenses of Telekom saved FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 4.1. The refund will be:
FOR THE SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------ --------------------- -------------- 01680 0.0414 DM/connection 0.0414 DM/connection 01681 0.0993 DM/connection 0.0662 DM/connection 01696 0.0662 DM/connection 0.0662 DM/connection 01699 0.1654 DM/connection 0.1654 DM/connection
4.4 Invoice The following figures are applied at present for the invoice:
FOR THE SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------ --------------------- -------------- 01680 0.04383 DM/connection 0.4524 DM/connection (0.2241 EUR/connection) (0.2313 UR/connection)(1) 01681 1.1229 DM/connection 0.7494 DM/connection (0.5741 EUR/connection) (0.3832 EUR/connection) 01696 0.7424 DM/connection 0.7494 DM/connection (0.3796 EUR/connection) (0.3832 EUR/connection) 01699 1.8839 DM/connection 1.8910 DM/connection (0.9632 EUR/connection) (0.9669 EUR/connection)
- ---------- (1) The priced in EUR are rounded off to four decimal points. Page 18 Interconnection Contract with FirstMark Confidential 5 SKYPER 5.1 Standard-form Contract Conditions price For connections to mobile call services, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The Standard-form Contract Conditions prices for connections to the service identification numbers 01692, 01693, 016953 will be converted into event-related prices as follows: SERVICE IDENTIFICATION NUMBERS PRICE ------------------------------ ----- 01692, 01693 8 TU(1) 016953 20 TU The converted Standard-form Contract Conditions price will then be: SERVICE IDENTIFICATION NUMBERS PRICE ------------------------------ ----- 01692, 01693 0.8272 DM/connection 016953 2.0680 DM/connection 5.2 Refund for transport service of FirstMark FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. Decisive for the calculation of the refund are the tariff times. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2 tariff I and is determined at a duration of connection of 40 seconds. The refund will be:
FOR THE SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------ --------------------- -------------- 01692, 01693 0.0249 DM/connection 0.0155 DM/connection 016953 0.0249 DM/connection 0.0155 DM/connection
- ---------- (1) 1 TU = 1 tariff unit which is at present 0.1034 DM. Page 19 Interconnection Contract with FirstMark Confidential 5.3 Refund for expenses of Telekom saved FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 5.1. The refund will be: FOR THE SERVICE IDENTIFICATION NUMBERS REFUND -------------------------------------- ------ 01692, 01693 0.0662 DM/connection 016953 0.1654 DM/connection 5.4 Invoice The following figures are applied at present for the invoice:
FOR THE SERVICE IDENTIFICATION NUMBERS MON-FRI 9 A.M.-6 P.M. REMAINING TIME ------------------------------ --------------------- -------------- 01692, 01693 0.7362 DM/connection 0.7456 DM/connection (0.3764 EUR/connecion) (0.3812 EUR/connection)(1) 016953 1.8777 DM/connection 1.8871 DM/connection (0.9601 EUR/connection) (0.9649 EUR/connection)
- ---------- (1) The priced in EUR are rounded off to four decimal points. Page 20 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.5 CONNECTIONS TO MOBILE CALL SERVICES OF TELEKOM VALID FROM IMPLEMENTATION OF CARRIER SELECTION PHASE II UP TO 31/01/2001 1 PRICE For the service Telekom-Z.5, FirstMark will pay Telekom the prices listed in the following: For the prices for the establishment of the connection and the maintenance of the connection the following tariff prices will be applied: PEAK TARIFF The peak-tariff will be applied on workdays between 9 a.m. and 6 p.m. OFF-PEAK The off-peak tariff will be applied on workdays between 6 p.m. and 9 a.m. and on Saturdays, Sundays and public federal holidays between 0 a.m. and 0 p.m. 2 CITY CALL 2.1 PRICES FOR CONNECTIONS TO THE MOBILE CALL SERVICE CITY CALL for the service identification numbers 0164 0-9, 016 82-91: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.2680 DM/minute 0.1793 DM/minute (0.1370 EUR/minute) (0.0917 EUR/minute)(1) II 0.2559 DM/minute 0.1726 DM/minute (0.1308 EUR/minute) (0.0882) EUR/minute) III 0.2482 DM/minute 0.1697 DM/minute (0.1269 EUR/minute) (0.0868 EUR/minute) IV 0.2404 DM/minute 0.1626 DM/minute (0.1229 EUR/minute) (0.0831 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 21 Interconnection Contract with FirstMark Confidential for the service identification numbers 01695 1-2: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 1.1233 DM/minute 1.1296 DM/minute (0.5744 EUR/minute) (0.5776 EUR/minute)(1) II 1.1112 DM/minute 1.1229 DM/minute (0.5682 EUR/minute) (0.5741) EUR/minute) III 1.1035 DM/minute 1.1200 DM/minute (0.5642 EUR/minute) (0.5727 EUR/minute) IV 1.0957 DM/minute 1.1129 DM/minute (0.5602 EUR/minute) (0.5690 EUR/minute) 2.2 CALCULATION OF THE PRICES The price for the service Telekom-Z.5 is calculated according to the following formula: Price of the mobile telephone call service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of Telekom - expenses saved for invoicing/bad debts of Telekom -------------------------------------------------------------------- = Price for the service Telekom-Z.5 2.2.1 Prices for the mobile call service Cityruf For connections to mobile call services, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The Standard-form Contract Conditions prices for connections will be converted into minute prices as follows: for the service identification numbers 0164 0-9, 016 82-91: Peak tariff: 60 SEC * 1 TU(2) --------------- Standard-form Contract Conditions time unit (20 sec) Off-peak tariff 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (30 sec) for the service identification numbers 0165 1-2 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (5 sec) - ---------- (1) The priced in EUR are rounded off to four decimal points. (2) 1 TU = 1 tariff unit which is at present 0.1034 DM. Page 22 Interconnection Contract with FirstMark Confidential The converted Standard-form Contract Conditions price will then be: FOR THE SERVICE IDENTIFICATION NUMBERS PEAK-TARIFF OFF-PEAK TARIFF ------------------------------ ----------- --------------- 0164 0-9, 016 82-91 0.3099 DM/minute 0.2066 DM/minute 01695 1-2 1.2396 DM/minute 1.2396 DM/minute The duration of the connection is measured in seconds. 2.2.2 Expenses saved for the transport service of Telekom Decisive for the calculation of the expenses saved of Telekom are the duration of the connection, the distance and the tariff times. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are established and the distance measuring point of the local network area at which the connections are transferred to Telekom (location of interconnection). The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are established in the telephone network of FirstMark in the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in local network areas which border directly on the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Page 23 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA IV are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 200 km from the local network area in which the connections are transferred. The refund for the transport will take place on the basis of the prices for the service Telekom-B.2. The refund will be: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0171 DM/minute 0.0108 DM/minute II 0.0292 DM/minute 0.0175 DM/minute III 0.0369 DM/minute 0.0204 DM/minute IV 0.0447 DM/minute 0.0275 DM/minute 2.2.3 Refund for expenses of Telekom saved FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 2.2.1. The refund will be: FOR THE SERVICE IDENTIFICATION NUMBERS PEAK-TARIFF OFF-PEAK TARIFF ------------------------------ ----------- --------------- 0164 0-9, 016 82-91 0.0248 DM/minute 0.0165 DM/minute 01695 1-2 0.0992 DM/minute 0.0992 DM/minute Page 24 Interconnection Contract with FirstMark Confidential 3 QUIX 3.1 PRICES FOR CONNECTIONS TO THE MOBILE CALL SERVICE QUIX for the service identification numbers 0165 00-08, 0165 1, 3, 4, 5, 91-93: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.1730 DM/minute 0.1793 DM/minute (0.0884 EUR/minute) (0.0917 EUR/minute)(1) II 0.1609 DM/minute 0.1726 DM/minute (0.0823 EUR/minute) (0.0882 EUR/minute) III 0.1532 DM/minute 0.1697 DM/minute (0.0783 EUR/minute) (0.0868 EUR/minute) IV 0.1454 DM/minute 0.1626 DM/minute (0.0743 EUR/minute) (0.0831 EUR/minute) for the service identification numbers 0165 6: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 1.8836 DM/minute 1.8899 DM/minute (0.9631 EUR/minute) (0.9663 EUR/minute) II 1.8715 DM/minute 1.8832 DM/minute (0.9569 EUR/minute) (0.9629 EUR/minute) III 1.8638 DM/minute 1.8803 DM/minute (0.9530 EUR/minute) (0.9614 EUR/minute) IV 1.8560 DM/minute 1.8732 DM/minute (0.9490 EUR/minute) (0.9578 EUR/minute) 3.2 CALCULATION OF THE PRICES The price for the service Telekom-Z.5 is calculated according to the following formula: Price of the mobile telephone call service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of Telekom - expenses saved for invoicing/bad debts of Telekom -------------------------------------------------------------------- = Price for the service Telekom-Z.5 - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 25 Interconnection Contract with FirstMark Confidential 3.2.1 Price of the mobile call service Quix For connections to mobile call services, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The Standard-form Contract Conditions prices for connections will be converted into minute prices as follows: FOR THE SERVICE IDENTIFICATION NUMBERS 0165 00-08, 0165 1, 3, 4, 5, 91-93 60 SEC * 2 TU(1) ---------------- Standard-form Contract Conditions time unit (60 sec) 0165 6 60 SEC * 20 TU -------------- Standard-form Contract Conditions time unit (60 sec) The converted Standard-form Contract Conditions price will then be: FOR THE SERVICE IDENTIFICATION NUMBERS PRICE -------------------------------------- ----- 0165 00-08, 0165 1, 3, 4, 5 , 91-93 0.2066 DM/minute 0165 6 2.0660 DM/minute The duration of the connection is measured in seconds. 3.2.2 Expenses saved for the transport service of Telekom Decisive for the calculation of the expenses saved of Telekom are the duration of the connection, the distance and the tariff times. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are established and the distance measuring point of the local network area at which the connections are transferred to Telekom (location of interconnection). The tariff areas are determined as follows. - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1033 DM. Page 26 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA I are: connections which are established in the telephone network of FirstMark in the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in local network areas which border directly on the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Allotted to the TARIFF AREA IV are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 200 km from the local network area in which the connections are transferred. The refund for the transport will take place on the basis of the prices for the service Telekom-B.2. The refund will be: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0171 DM/minute 0.0108 DM/minute II 0.0292 DM/minute 0.0175 DM/minute III 0.0369 DM/minute 0.0204 DM/minute IV 0.0447 DM/minute 0.0275 DM/minute Page 27 Interconnection Contract with FirstMark Confidential 3.2.3 Refund for expenses of Telekom saved FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 3.2.1. The refund will be: FOR THE SERVICE IDENTIFICATION NUMBERS REFUND -------------------------------------- ------ 0165 00-08 0.0165 DM/minute 0165 1, 3, 4, 5, 91-93 0.0165 DM/minute 0165 6 0.1653 DM/minute Page 28 Interconnection Contract with FirstMark Confidential 4 TELMI 4.1 PRICES FOR CONNECTIONS TO THE MOBILE CALL SERVICE TELMI for the service identification numbers 01660, 5, 9: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 1.0794 DM/minute 1.0857 DM/minute (0.5519 EUR/minute) (0.5551 EUR/minute)(1) II 1.0673 DM/minute 1.0790 DM/minute (0.5457 EUR/minute) (0.5517 EUR/minute) III 1.0596 DM/minute 1.0761 DM/minute (0.5418 EUR/minute) (0.5502 EUR/minute) IV 1.0518 DM/minute 1.0690 DM/minute (0.5378 EUR/minute) (0.5466 EUR/minute) for the service identification numbers 01661: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 4.3692 DM/minute 4.3755 DM/minute (2.2339 EUR/minute) (2.2371 EUR/minute) II 4.3571 DM/minute 4.3688 DM/minute (2.2277 EUR/minute) (2.2337 EUR/minute) III 4.3494 DM/minute 4.3659 DM/minute (2.2238 EUR/minute) (2.2322 EUR/minute) IV 4.3416 DM/minute 4.3588 DM/minute (2.2198 EUR/minute) (2.2286 EUR/minute) 4.2 CALCULATION OF THE PRICES The price for the service Telekom-Z.5 is calculated according to the following formula: Price of the mobile telephone call service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of Telekom - expenses saved for invoicing/bad debts of Telekom -------------------------------------------------------------------- = Price for the service Telekom-Z.5 - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 29 Interconnection Contract with FirstMark Confidential 4.2.1 Price of the mobile call service TeLMI For connections to mobile call services, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The Standard-form Contract Conditions prices for connections to the service identification numbers 01660, 5, 9 will be converted into minute prices as follows: 60 SEC * 1 TU(1) ---------------- Standard-form Contract Conditions time unit (5.2 sec) The Standard-form Contract Conditions prices for connections to the service identification numbers 01661 will be converted into minute prices as follows: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (1.3 sec) The converted Standard-form Contract Conditions price will then be: FOR THE SERVICE IDENTIFICATION NUMBERS PRICE -------------------------------------- ----- 01660, 5, 9 1.1919 DM/minute 01661 4.7677 DM/minute The duration of the connection is measured in seconds. 4.2.2 Expenses saved for the transport service of Telekom Decisive for the calculation of the expenses saved of Telekom are the duration of the connection, the distance and the tariff times. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are established and the distance measuring point of the local network area at which the connections are transferred to Telekom (location of interconnection). The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are established in the telephone network of FirstMark in the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in local network areas which border directly on the local network area in which the connections are transferred. - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1033 DM. Page 30 Interconnection Contract with FirstMark Confidential Connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Allotted to the TARIFF AREA IV are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 200 km from the local network area in which the connections are transferred. The refund for the transport will take place on the basis of the prices for the service Telekom-B.2. The refund will be: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0171 DM/minute 0.0108 DM/minute II 0.0292 DM/minute 0.0175 DM/minute III 0.0369 DM/minute 0.0204 DM/minute IV 0.0447 DM/minute 0.0275 DM/minute 4.2.3 Refund for expenses of Telekom saved FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 4.2.1. The refund will be: FOR THE SERVICE IDENTIFICATION NUMBERS REFUND -------------------------------------- ------ 01660, 5, 9 0.0954 DM/minute 01661 0.3814 DM/minute Page 31 Interconnection Contract with FirstMark Confidential 5 SCALL 5.1 PRICES FOR CONNECTIONS TO THE MOBILE CALL SERVICE SCALL for the service identification numbers 01680: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.4581 DM/connection 0.4644 DM/connection (0.2342 EUR/connection) (0.2374 EUR/connection)(1) II 0.4460 DM/connection 0.4577 DM/connection (0.2280 EUR/connection) (0.2340 EUR/connection) III 0.4383 DM/connection 0.4548 DM/connection (0.2241 EUR/connection) (0.2325 EUR/connection) IV 0.4305 DM/connection 0.4477 DM/connection (0.2201 EUR/connection) (0.2289 EUR/connection) for the service identification numbers 01681: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 1.1319 DM/connection 0.7549 DM/connection (0.5787 EUR/connection) (0.3860 EUR/connection) II 1.1258 DM/connection 0.7515 DM/connection (0.5756 EUR/connection) (0.3843 EUR/connection) III 1.1220 DM/connection 0.7501 DM/connection (0.5737 EUR/connection) (0.3835 EUR/connection) IV 1.1181 DM/connection 0.7465 DM/connection (0.5717 EUR/connection) (0.3817 EUR/connection) for the service identification numbers 01696: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.7517 DM/connection 0.7549 DM/connection (0.3844 EUR/connection) (0.3860 EUR/connection) II 0.7457 DM/connection 0.7515 DM/connection (0.3813 EUR/connection) (0.3843 EUR/connection) III 0.7418 DM/connection 0.7501 DM/connection (0.3793 EUR/connection) (0.3835 EUR/connection) IV 0.7379 DM/connection 0.7465 DM/connection (0.3773 EUR/connection) (0.3817 EUR/connection) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 32 Interconnection Contract with FirstMark Confidential for the service identification numbers 01699: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 1.8922 DM/connection 1.8953 DM/connection (0.9675 EUR/connection) (0.9691 EUR/connection)(1) II 1.8861 DM/connection 1.8920 DM/connection (0.9644 EUR/connection) (0.9673 EUR/connection) III 1.8823 DM/connection 1.8905 DM/connection (0.9624 EUR/connection) (0.9666 EUR/connection) IV 1.8784 DM/connection 1.8870 DM/connection (0.9604 EUR/connection) (0.9648 EUR/connection) 5.2 CALCULATION OF THE PRICES The price for the service Telekom-Z.5 is calculated according to the following formula: Price of the mobile telephone call service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of Telekom - expenses saved for invoicing/bad debts of Telekom -------------------------------------------------------------------- = Price for the service Telekom-Z.5 5.2.1 Price of the mobile call service Scall For connections to mobile call services, the General Terms and Condition of Telekom are applicable in their respective current version. The Standard-form Contract Conditions prices for connections to the service identification numbers 01680, 01681, 01696, 01699 are converted into event-related prices. FOR THE SERVICE IDENTIFICATION NUMBERS PEAK TARIFF OFF-PEAK TARIFF -------------------------------------- ----------- --------------- 01680 5 TU(2) 5 TU 01681 12 TU 8 TU 01696 8 TU 8 TU 01699 20 TU 20 TU - ---------- (1) The priced in EUR are rounded off to four decimal points. (2) 1 TU = 1 tariff unit which is at present 0.1033 DM. Page 33 Interconnection Contract with FirstMark Confidential The converted Standard-form Contract Conditions price will then be:
FOR THE SERVICE IDENTIFICATION NUMBERS PEAK TARIFF OFF-PEAK TARIFF ------------------------------ ----------- --------------- 01680 0.5165 DM/connection 0.5165 DM/connection 01681 1.2396 DM/connection 0.8264 DM/connection 01696 0.8264 DM/connection 0.8264 DM/connection 01699 2.0660 DM/connection 2.0660 DM/connection
5.2.2 Expenses saved for the transport service of Telekom Decisive for the calculation of the expenses saved of Telekom are the duration of the connection, the distance and the tariff times. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are established and the distance measuring point of the local network area at which the connections are transferred to Telekom (location of interconnection). The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are established in the telephone network of FirstMark in the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in local network areas which border directly on the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Page 34 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA IV are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 200 km from the local network area in which the connections are transferred. The refund for transport takes place on the basis of the prices for the service Telekom O.2, tariff area 1 and is determined at a duration of connection of 60 seconds for the service identification number 01680 and at a duration of the connection of 30 seconds for the remaining service identification numbers. The refund will be: Service identification number 01680 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0171 DM/connection 0.0108 DM/connection II 0.0292 DM/connection 0.0175 DM/connection III 0.0369 DM/connection 0.0204 DM/connection IV 0.0447 DM/connection 0.0275 DM/connection Service identification number 01681, 01696, 01699 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0086 DM/connection 0.0054 DM/connection II 0.0146 DM/connection 0.0088 DM/connection III 0.0185 DM/connection 0.0102 DM/connection IV 0.0224 DM/connection 0.0138 DM/connection 5.2.3 Refund for expenses of Telekom saved FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 5.2.1. The refund will be: FOR THE SERVICE IDENTIFICATION NUMBERS PEAK TARIFF OFF-PEAK TARIFF --------------- ----------- --------------- 01680 0.0431 DM/connection 0.0413 DM/connection 01681 0.0992 DM/connection 0.0661 DM/connection 01696 0.0661 DM/connection 0.0661 DM/connection 01699 0.1653 DM/connection 0.1653 DM/connection Page 35 Interconnection Contract with FirstMark Confidential 6 SKYPER 6.1 PRICES FOR CONNECTIONS TO THE MOBILE CALL SERVICE SKYPER for the service identification numbers 01692, 3: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.7489 DM/connection 0.7531 DM/connection (0.3829 EUR/connection) (0.3850 EUR/connection)(1) II 0.7408 DM/connection 0.7486 DM/connection (0.3788 EUR/connection) (0.3828 EUR/connection) III 0.7357 DM/connection 0.7467 DM/connection (0.3762 EUR/connection) (0.3818 EUR/connection) IV 0.7305 DM/connection 0.7420 DM/connection (0.3735 EUR/connection) (0.3794 EUR/connection) for the service identification numbers 016953: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 1.8893 DM/connection 1.8935 DM/connection (0.9660 EUR/connection) (0.9681 EUR/connection) II 1.8813 DM/connection 1.8891 DM/connection (0.9619 EUR/connection) (0.9659 EUR/connection) III 1.8761 DM/connection 1.8871 DM/connection (0.9562 EUR/connection) (0.9649 EUR/connection) IV 1.8709 DM/connection 1.8824 DM/connection (0.9566 EUR/connection) (0.9624 EUR/connection) 6.2 CALCULATION OF THE PRICES The price for the service Telekom-Z.5 is calculated according to the following formula: Price of the mobile telephone call service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of Telekom - expenses saved for invoicing/bad debts of Telekom -------------------------------------------------------------------- = Price for the service Telekom-Z.5 - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 36 Interconnection Contract with FirstMark Confidential 6.2.1 Price of the mobile call service Skyper For connections to mobile call services, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The Standard-form Contract Conditions prices for connections to the service identification numbers 01680, 01681, 01696, 01699 are converted into event-related prices. FOR THE SERVICE IDENTIFICATION NUMBERS PRICE -------------------------------------- ----- 01692, 3 8 TU(1) 016953 20 TU The converted Standard-form Contract Conditions price will then be: FOR THE SERVICE IDENTIFICATION NUMBERS PRICE -------------------------------------- ----- 01692, 3 0.8264 DM/connection 016953 2.0660 DM/connection 6.2.2 Expenses saved for the transport service of Telekom Decisive for the calculation of the expenses saved of Telekom are the duration of the connection, the distance and the tariff times. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are established and the distance measuring point of the local network area at which the connections are transferred to Telekom (location of interconnection). The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are established in the telephone network of FirstMark in the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in local network areas which border directly on the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1033 DM. Page 37 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA II are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Allotted to the TARIFF AREA IV are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 200 km from the local network area in which the connections are transferred. FirstMark will receive a refund fir the transport of the connections. Decisive for the calculation of the refund are the tariff times. The refund for the transport will take place on the basis of the prices for the service Telekom-B.2 and is determined at a duration of connection of 40 seconds. The refund will be: Service identification number 01692, 3, 016953 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0114 DM/connection 0.0072 DM/connection II 0.0195 DM/connection 0.0117 DM/connection III 0.0246 DM/connection 0.0136 DM/connection IV 0.0298 DM/connection 0.0183 DM/connection 6.2.3 Refund for the expenses of Telekom saved: FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 6.2.1. The refund will be: FOR THE SERVICE IDENTIFICATION NO. REFUND ---------------------------------- ------ 01692, 3 0.0661 DM/connection 016953 0.1653 DM/connection Page 38 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.6 CONNECTIONS TO THE CALL CENTRE OF THE EXPO OF THE TELEKOM VALID UNTIL 29/02/2000 1 STANDARD-FORM CONTRACT CONDITIONS PRICE For connections to the call centre of the EXPO 2000, the General Terms and Condition of Telekom are applicable in their respective current version. The prices will be converted into minute prices as follows: Standard-form Contract Conditions price/connection (5 TU(1))+ 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (12 sec)
The converted Standard-form Contract Conditions price will then be: o 0.5170 DM/minute The duration of the connection is measured in seconds. The pulse cycle begins after one minute, that means that with a delay of 60 seconds a price dependent on minutes begins. 2 REFUND FOR TRANSPORT SERVICE OF FIRSTMARK FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. The refund will be: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.0429 DM/minute 0.0267 DM/minute - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1034 DM. Page 1 Interconnection Contract with FirstMark Confidential 3 REFUND FOR EXPENSES OF TELEKOM SAVED FirstMark will receive a refund for the expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1. The refund will be: o 0.0414 DM/minute 4 INVOICE The following figures are applied at present for the invoice: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.4327 DM/minute 0.4489 DM/minute (0.2212 EUR/minute) (0.2295 EUR/minute)(1) - ---------- (1) The prices in EUR are rounded off to four decimal places. Page 2 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.6 CONNECTIONS TO CALL CENTRE OF THE EXPO 2000 OF TELEKOM VALID FROM 01/03/2000 TO 31/03/2000 1 STANDARD-FORM CONTRACT CONDITIONS PRICE For connections to the call centre of the EXPO 2000, the Standard-form Contract Conditions of Telekom are applicable in their respective current version. The prices will be converted into minute prices as follows: Standard-form Contract Conditions price/connection (5 TU(1))+ 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (12 sec)
The converted Standard-form Contract Conditions price will then be: o 0.5170 DM/minute The duration of the connection is measured in seconds. The pulse cycle begins after one minute, that means that with a delay of 60 seconds a price dependent on minutes begins. 2 REFUND FOR TRANSPORT SERVICE OF FIRSTMARK FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. The refund will be: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.0373 DM/minute 0.0232 DM/minute - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1034 DM. Page 3 Interconnection Contract with FirstMark Confidential 3 REFUND FOR EXPENSES OF TELEKOM SAVED FirstMark will receive a refund for the expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1. The refund will be: o 0.0414 DM/minute 4 INVOICE The following figures are applied at present for the invoice: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.4383 DM/minute 0.4524 DM/minute (0.2241 EUR/minute) (0.2313 EUR/minute)(1) - ---------- (1) The prices in EUR are rounded off to four decimal places. Page 4 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.6 CONNECTIONS TO CALL CENTRE OF THE EXPO 2000 OF TELEKOM VALID FROM 01/04/2000 TO 31/01/2000 1 PRICE For the service Telekom-Z.6, FirstMark will pay Telekom the prices listed in the following: For the prices for the establishment of the connection and the maintenance of the connection the following tariff prices will be applied: PEAK TARIFF The peak-tariff will be applied on workdays between 9 a.m. and 6 p.m. OFF-PEAK The off-peak tariff will be applied on workdays between 6 p.m. and 9 a.m. and on Saturdays, Sundays and public federal holidays between 0 a.m. and 0 p.m. The following figures will be applied for the service identification number 02000:
SERVICE IDENTIFICATION NUMBER PEAK TARIFF OFF-PEAK TARIFF ----------------------------- ----------- --------------- 02000 0.4327 DM/minute 0.4477 DM/minute (0.2212 EUR/minute) (0.2289 EUR/minute)(1)
2 CALCULATION OF THE PRICES The price for the service Telekom-Z.6 is calculated according to the following formula: Price of the value-added service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of Telekom - expenses saved for invoicing/bad debts of Telekom -------------------------------------------------------------------- = Price for the service Telekom-Z.6 - ---------- (1) The prices in EUR are rounded off to four decimal places. Page 5 Interconnection Contract with FirstMark Confidential 2.1 PRICE OF THE VALUE-ADDED SERVICE For connections to the call centre EXPO 2000, the Standard-form Contract Conditions of Telekom will be applied in the respective current version. The prices shown in this will be converted into minute prices as follows: Standard-form Contract Conditions price/connection (5 TU(1))+ 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (12 sec)
The converted Standard-form Contract Conditions price will be: o 0.5165 DM/minute The duration of the connection is measured in seconds. The pulse cycle begins after one minute, that means that with a delay of 60 seconds a price dependent on minutes begins. 2.2 EXPENSES FOR THE TRANSPORT SERVICE OF TELEKOM SAVED Decisive for the calculation of the expenses saved of Telekom are the duration of the connection and the tariff times. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. The refund will be: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.0425 DM/minute 0.0275 DM/minute 2.3 REFUND FOR EXPENSES OF TELEKOM SAVED FirstMark will receive a refund for the expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 2.1. The refund will be: o 0.0413 DM/minute - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1033 DM. Page 6 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.7 CONNECTIONS FROM THE NATIONAL TELEPHONE NETWORK OF TELEKOM TO THE INFORMATION SERVICE OF FIRSTMARK UNDER THE SERVICE IDENTIFICATION NUMBER 118XY - IN THE ONLINE BILLING PROCESS - VALID FROM 01/03/2000 TO 31/03/2000 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which connections are established (locations of interconnection) and the distance measuring point of the local network area at which the connections are transferred to First Mark. The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are established in the telephone network of Telekom in the local network area in which the connections are transferred. Connections which are established in the telephone network of Telekom in local network areas which border directly on the local network area in which the connections are transferred. Connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Page 1 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA IV are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of more than 200 km from the local network area in which the connections are transferred. In exceptional cases, the tariff distance of the local network area in which the connections are established to the local network area in which the connections are transferred to FirstMark (location of interconnection) can be greater than the tariff distance to another location of interconnection with FirstMark. In this case, the tariff area with the tariff distance to the local network of the closest location of interconnection with FirstMark is applied. 1.2 For the prices for the establishment of the connection and the maintenance of the connection the following tariff prices will be applied: PEAK TARIFF The peak-tariff will be applied on workdays between 9 a.m. and 6 p.m. OFF-PEAK The off-peak tariff will be applied on workdays between 6 p.m. and 9 a.m. and on Saturdays, Sundays and public federal holidays between 0 a.m. and 0 p.m. 2 Price 2.1 For the connections originating in the telephone network of Telekom: For the establishment of the connection and the maintenance of the connection, the prices determined by the regulation decisions for the service Telekom-B.2 will be applied: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0171 DM/minute 0.0108 DM/minute (0.0088 EUR/minute) (0.0055 EUR/minute)(1) II 0.0292 DM/minute 0.0175 DM/minute (0.0149 EUR/minute) (0.0090) EUR/minute) III 0.0369 DM/minute 0.0204 DM/minute (0.0189 EUR/minute) (0.0104 EUR/minute) IV 0.0447 DM/minute 0.0275 DM/minute (0.0228 EUR/minute) (0.0140 EUR/minute) - ---------- (1) The prices in EUR are rounded off to four decimal places. Page 2 Interconnection Contract with FirstMark Confidential 2.2 For connections originating in other terrestrial networks: For the establishment of the connection and the maintenance of the connection, the prices determined by the regulation decisions for the service Telekom-O.2 will be applied: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0373 DM/minute 0.0232 DM/minute (0.0191 EUR/minute) (0.0119 EUR/minute)(1) II 0.0439 DM/minute 0.0267 DM/minute (0.0224 EUR/minute) (0.0136) EUR/minute) III 0.0488 DM/minute 0.0284 DM/minute (0.0250 EUR/minute) (0.0145 EUR/minute) IV 0.0554 DM/minute 0.0341 DM/minute (0.0283 EUR/minute) (0.0174 EUR/minute) 2.3 For the transition period: Up to the point of time at which separate measurement and invoicing of the connections originating in the telephone of Telekom and connections originating in other terrestrial networks in accordance with points 2.1.1 and 2.1.2 is possible, the following prices are applied for the calculation of the prices for the establishment of the connection and the maintenance of the connection: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0175 DM/minute 0.0110 DM/minute (0.0089 EUR/minute) (0.0056 EUR/minute) II 0.0295 DM/minute 0.0177 DM/minute (0.0151 EUR/minute) (0.0090) EUR/minute) III 0.0371 DM/minute 0.0206 DM/minute (0.0190 EUR/minute) (0.0105 EUR/minute) IV 0.0449 DM/minute 0.0276 DM/minute (0.0230 EUR/minute) (0.0141 EUR/minute) These prices are based on the assumption that 98% of the connections originate in the telephone network of Telekom and 2% of connections in other terrestrial networks. - ---------- (1) The prices in EUR are rounded off to four decimal places. Page 3 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.7 CONNECTIONS FROM THE NATIONAL TELEPHONE NETWORK OF TELEKOM TO THE INFORMATION SERVICE OF FIRSTMARK UNDER THE SERVICE IDENTIFICATION NUMBER 118XY - IN THE ONLINE BILLING PROCESS - VALID FROM 01/04/2000 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which connections are established (locations of interconnection) and the distance measuring point of the local network area at which the connections are transferred to First Mark. The tariff areas are determined as follows. Allotted to the TARIFF AREA I are: connections which are established in the telephone network of Telekom in the local network area in which the connections are transferred. Connections which are established in the telephone network of Telekom in local network areas which border directly on the local network area in which the connections are transferred. Connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Page 4 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA IV are: connections which are established in the telephone network of Telekom in the local network area which is at a tariff distance of more than 200 km from the local network area in which the connections are transferred. In exceptional cases, the tariff distance of the local network area in which the connections are established to the local network area in which the connections are transferred to FirstMark (location of interconnection) can be greater than the tariff distance to another location of interconnection with FirstMark. In this case, the tariff area with the tariff distance to the local network of the closest location of interconnection with FirstMark is applied. 1.2 For the prices for the establishment of the connection and the maintenance of the connection the following tariff prices will be applied: PEAK TARIFF The peak-tariff will be applied on workdays between 9 a.m. and 6 p.m. OFF-PEAK The off-peak tariff will be applied on workdays between 6 p.m. and 9 a.m. and on Saturdays, Sundays and public federal holidays between 0 a.m. and 0 p.m. 2 Price 2.1 For the connections originating in the telephone network of Telekom: For the establishment of the connection and the maintenance of the connection, the prices determined by the regulation decisions for the service Telekom-B.2 will be applied: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0171 DM/minute 0.0108 DM/minute (0.0088 EUR/minute) (0.0055 EUR/minute)(1) II 0.0292 DM/minute 0.0175 DM/minute (0.0149 EUR/minute) (0.0090) EUR/minute) III 0.0369 DM/minute 0.0204 DM/minute (0.0189 EUR/minute) (0.0104 EUR/minute) IV 0.0447 DM/minute 0.0275 DM/minute (0.0228 EUR/minute) (0.0140 EUR/minute) - ---------- (1) The prices in EUR are rounded off to four decimal places. Page 5 Interconnection Contract with FirstMark Confidential 2.2 For connections originating in other terrestrial networks: For the establishment of the connection and the maintenance of the connection, the prices determined by the regulation decisions for the service Telekom-O.2 will be applied: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0425 DM/minute 0.0275 DM/minute (0.0217 EUR/minute) (0.0141 EUR/minute)(1) II 0.0525 DM/minute 0.0283 DM/minute (0.0268 EUR/minute) (0.0145) EUR/minute) III 0.0565 DM/minute 0.0303 DM/minute (0.0289 EUR/minute) (0.0155 EUR/minute) IV 0.0753 DM/minute 0.0392 DM/minute (0.0385 EUR/minute) (0.0200 EUR/minute) - ---------- (1) The prices in EUR are rounded off to four decimal places. Page 6 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.8 CONNECTIONS TO THE INFORMATION LINK BERLIN-BONN OF TELEKOM VALID UP TO 29/02/2000 1 PRICE For the prices for the establishment of the connection and the maintenance of the connection the following tariff prices will be applied: Mon - Fri 9 a.m. - 6 p.m. 0.1503 DM/minute for the remaining time 0.0736 DM/minute The duration of the connection is measured in seconds. 2 REFUND FOR TRANSPORT SERVICE OF FIRSTMARK FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of the connection is measured in seconds. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. The refund will be: MON-FRI 9 A.M.-6 P.M. REMAINING TIME --------------------- -------------- 0.0429 DM/minute 0.0267 DM/minute 3 REFUND FOR EXPENSES OF TELEKOM SAVED FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1. The refund will be: MON-FRI 9 A.M.-6 P.M. REMAINING TIME --------------------- -------------- 0.0120 DM/minute 0.0059 DM/minute 4 INVOICE The following figures will be applied for the invoice: MON-FRI 9 A.M.-6 P.M. REMAINING TIME --------------------- -------------- 0.0954 DM/minute 0.0410/minute (0.0488 EUR/minute) (0.0210 EUR/minute)(1) - ---------- (1) The prices in EUR are rounded off to four decimal places. Page 1 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.8 CONNECTIONS TO THE INFORMATION LINK BERLIN-BONN OF TELEKOM VALID FROM 01/03/2000 TO 31/03/2000 1 PRICE For the prices for the establishment of the connection and the maintenance of the connection the following tariff prices will be applied: Mon - Fri 9 a.m. - 6 p.m. 0.1503 DM/minute for the remaining time 0.0736 DM/minute The duration of the connection is measured in seconds. 2 REFUND FOR TRANSPORT SERVICE OF FIRSTMARK FirstMark will receive a refund for the transport of connections. Decisive for the calculation of the refund are the duration of the connection and the tariff times. The duration of the connection is measured in seconds. The refund for the transport will take place on the basis of the prices for the service Telekom-O.2, tariff area I. The refund will be: MON-FRI 9 A.M.-6 P.M. REMAINING TIME --------------------- -------------- 0.0373 DM/minute 0.0232 DM/minute 3 REFUND FOR EXPENSES OF TELEKOM SAVED FirstMark will receive a refund for expenses of Telekom saved (invoicing and collection of ultimate customer charges) amounting to 8% of the Standard-form Contract Conditions price according to 1. The refund will be: MON-FRI 9 A.M.-6 P.M. REMAINING TIME --------------------- -------------- 0.0120 DM/minute 0.0059 DM/minute 4 INVOICE The following figures will be applied for the invoice: MON-FRI 9 A.M.-6 P.M. REMAINING TIME --------------------- -------------- 0.1010 DM/minute 0.0445/minute (0.0516 EUR/minute) (0.0228 EUR/minute)(1) - ---------- (1) The prices in EUR are rounded off to four decimal places. Page 2 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.8 CONNECTIONS TO THE INFORMATION LINK BERLIN-BONN OF TELEKOM VALID FROM 01/04/2000 TO 31/01/2001 1 PRICE For the service Telekom-Z.8, FirstMark will pay Telekom the prices listed in the following: For the prices for the establishment of the connection and the maintenance of the connection the following tariff prices will be applied: PEAK TARIFF The peak-tariff will be applied on workdays between 9 a.m. and 6 p.m. OFF-PEAK The off-peak tariff will be applied on workdays between 6 p.m. and 9 a.m. and on Saturdays, Sundays and public federal holidays between 0 a.m. and 0 p.m. 1.1 PRICES FROM IMPLEMENTATION OF THE CARRIER SELECTION PHASE II The following figures will be applied for the service identification number 01888: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.1212 DM/minute 0.0569 DM/minute (0.0620 EUR/minute) (0.0291 EUR/minute)(1) II 0.1091 DM/minute 0.0502 DM/minute (0.0558 EUR/minute) (0.0257) EUR/minute) III 0.1014 DM/minute 0.0473 DM/minute (0.0518 EUR/minute) (0.0242 EUR/minute) IV 0.0936 DM/minute 0.0402 DM/minute (0.0479 EUR/minute) (0.0206 EUR/minute) - ---------- (1) The prices in EUR are rounded off to four decimal places. Page 3 Interconnection Contract with FirstMark Confidential 1.2 PRICES FOR THE TRANSITION PERIOD UP TO IMPLEMENTATION OF THE CARRIER SELECTION PHASE II Up to the point of time at which through the implementation of the carrier selection phase II the selection of the connection network operator for connection to value-added services is suppressed, the following prices are applied: SERVICE IDENTIFICATION NUMBERS PEAK TARIFF OFF-PEAK TARIFF ------------------------------ ----------- --------------- 01888 0.0958 DM/minute 0.0402 DM/minute (0.0490 DM/minute) (0.0206 DM/minute)(1) 2 CALCULATION OF THE PRICES The price for the service Telekom-Z.8 is calculated according to the following formula: Price of the value-added service - expenses saved for the transport service of Telekom - expenses saved for invoicing/bad debts of Telekom -------------------------------------------------------------------- = Price for the service Telekom-Z.8 2.1 PRICE OF THE VALUE-ADDED SERVICE For connections to the information link Berlin-Bonn of Telekom, the following prices will be applied: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.1503 DM/minute 0.0736 DM/minute 2.2 EXPENSES FOR THE TRANSPORT SERVICE OF TELEKOM SAVED Decisive for the calculation of the expense of Telekom saved are the duration of the connection, the distance and the tariff times. The distance of the tariff is measured between the distance measuring point of the local network area at which connections are established (locations of interconnection) and the distance measuring point of the local network area at which the connections are transferred to Telekom. The tariff areas are determined as follows. - ---------- (1) The prices in EUR are rounded off to four decimal places. Page 4 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA I are: connections which are established in the telephone network of FirstMark in the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in local network areas which border directly on the local network area in which the connections are transferred. Connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of a maximum of 50 km from the local network area in which the connections are transferred provided they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 50 km and up to a maximum of 200 km from the local network area in which the connections are transferred. Allotted to the TARIFF AREA IV are: connections which are established in the telephone network of FirstMark in the local network area which is at a tariff distance of more than 200 km from the local network area in which the connections are transferred. 2.2.1 The expense saved for the transport from implementation of the carrier selection phase II will be: The refund for the transport will take place on the basis of the prices for the service Telekom-B.2. The refund will be: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0171 DM/minute 0.0108 DM/minute II 0.0292 DM/minute 0.0175 DM/minute III 0.0369 DM/minute 0.0204 DM/minute IV 0.0447 DM/minute 0.0275 DM/minute Page 5 Interconnection Contract with FirstMark Confidential 2.2.2 The expense saved for the transport up to implementation of the carrier selection phase II will be: The refund for the transport will take place on the basis of the prices for the service Telekom-B.2. The refund will be: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.0425 DM/minute 0.0275 DM/minute 2.3 REFUND FOR EXPENSES OF TELEKOM SAVED FirstMark will receive a refund for expenses of Telekom saved (invoicing and bad debt) amounting to 8% of the Standard-form Contract Conditions price according to 2.1. The refund will be: PEAK TARIFF OFF-PEAK TARIFF ----------- --------------- 0.0120 DM/minute 0.0059 DM/minute Page 6 Interconnection Contract with FirstMark Confidential PART 3 PRICES CHARGED FOR THE SERVICE PORTFOLIO OF FIRSTMARK Page VII Interconnection Contract with FirstMark Confidential LIST OF CONTENTS Service Telekom-B.1 Connections into the national telephone network of FirstMark from the telephone network of Telekom Service Telekom-B.2 Feed of Connections from the National Telephone Network of FirstMark to Telekom as Network Operator Service FirstMark-O.5 Connections originating in the National Telephone Network of FirstMark to the Freephone Service of Telekom and to the Freephone Service of other Network Operators under the Service Code 0800 or 0130 Service FirstMark-O.6 Connections to the Shared Cost Service 0180 of FirstMark Service FirstMark-O.11 Connections to the Service 0700 of FirstMark Service FirstMark-O.12 Connections originating in the national telephone network of FirstMark to Online Services in the Network of Telekom Service Telekom-Z.4 Connections to the service 0190 1-9 of FirstMark - in the online billing process - Page VIII Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-B.1 CONNECTIONS INTO THE NATIONAL TELEPHONE NETWORK OF FIRSTMARK FROM THE TELEPHONE NETWORK OF TELEKOM VALID FROM 01/01/2000 TO 29/02/2000 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection(1) and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to FirstMark (location of interconnection) and the distance measuring point of the local network area at which the connections are timed. The tariff areas are determined as follows: Allotted to the TARIFF AREA I are: connections which for telephone connections in the telephone network of FirstMark are timed in the local network areas in which the connections are transferred. Connections which for telephone connections in the telephone network of FirstMark are timed in the local network areas which border directly on the local network area in which the connections are transferred. Connections which for telephone connections in the telephone network of FirstMark are timed in the local network areas which are at a tariff distance of maximum 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which for telephone connections in the telephone network of FirstMark are timed in the local network areas which are at a tariff distance of maximum 50 km from the local network area in which the connections are transferred provided that they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which for telephone connections in the telephone network of FirstMark are timed in the local network areas which are at a tariff distance of more than 50 km and up to maximum 200 km from the local network area in which the connections are transferred. - ---------- (1) Is applicable correspondingly: on the basis of regulation decisions on inter-connection tariffs there is no separate tariff for establishment of the connection. Telekom reserves the right to set up a separate tariff for the establishment of connection as soon as this is for inter-connection tariffs through court decision or a deviating regulation decision on inter-connection tariffs. Page 1 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA IV are: connections which for telephone connections in the telephone network of FirstMark are timed in the local network areas which have a tariff distance of more than 200 km from the local network area in which the connections are transferred. 1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: STANDARD TARIFF The standard tariff is applied in the time from 9 a.m. to 9 p.m. OFF-PEAK TARIFF The off-peak tariff is applied in the time from 9 p.m. to 9 a.m. 2 Price On account of regulation decisions, the following determined prices will be applied first of all provisionally for this termination service for the establishment of the connection and maintenance of a connection: TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0197 DM/minute 0.0124 DM/minute (0.01007 EUR/minute) (0.00634 EUR/minute) II 0.0336 DM/minute 0.0202 DM/minute (0.01718 EUR/minute) (0.01033 EUR/minute) III 0.0425 DM/minute 0.0235 DM/minute (0.02173 EUR/minute) (0.01202 EUR/minute) IV 0.0514 DM/minute 0.0316 DM/minute (0.02628 EUR/minute) (0.01616 EUR/minute) The invoices for the service FirstMark-B.1 for the months January 2000 and February 2000 will be cancelled retroactively and the charges from April 2000 invoiced on the basis of the following charges retroactively. FirstMark will pay Telekom the respective difference. TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0149 DM/minute 0.0094 DM/minute (0.0076 EUR/minute) (0.0048 EUR/minute) II 0.0254 DM/minute 0.0153 DM/minute (0.0130 EUR/minute) (0.0078 EUR/minute) III 0.0321 DM/minute 0.0178 DM/minute (0.0164 EUR/minute) (0.0091 EUR/minute) IV 0.0388 DM/minute 0.0239 DM/minute (0.0199 EUR/minute) (0.0122 EUR/minute) Page 2 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-B.1 CONNECTIONS INTO THE NATIONAL TELEPHONE NETWORK OF FIRSTMARK FROM THE TELEPHONE NETWORK OF TELEKOM VALID FROM 01/03/2000 TO 31/01/2001 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection(1) and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to FirstMark (location of interconnection) and the distance measuring point of the local network area at which the connections are timed. The tariff areas are determined as follows: Allotted to the TARIFF AREA I are: connections which for telephone connections in the telephone network of FirstMark are timed in the local network areas in which the connections are transferred. Connections which for telephone connections in the telephone network of FirstMark are timed in the local network areas which border directly on the local network area in which the connections are transferred. Connections which for telephone connections in the telephone network of FirstMark are timed in the local network areas which are at a tariff distance of maximum 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which for telephone connections in the telephone network of FirstMark are timed in the local network areas which are at a tariff distance of maximum 50 km from the local network area in which the connections are transferred provided that they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which for telephone connections in the telephone network of FirstMark are timed in the local network areas which are at a tariff distance of more than 50 km and up to maximum 200 km from the local network area in which the connections are transferred. - ---------- (1) Is applicable correspondingly: on the basis of regulation decisions on inter-connection tariffs there is no separate tariff for establishment of the connection. Telekom reserves the right to set up a separate tariff for the establishment of connection as soon as this is for inter-connection tariffs through court decision or a deviating regulation decision on inter-connection tariffs. Page 3 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA IV are: connections which for telephone connections in the telephone network of FirstMark are timed in the local network areas which have a tariff distance of more than 200 km from the local network area in which the connections are transferred. 1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. 2 PRICE For the establishment of the connection and the maintenance of a connection, the prices determined by regulation decisions will be applied for this timing service: TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0171 DM/minute 0.0108 DM/minute (0.0088 EUR/minute) (0.0055 EUR/minute)(1) II 0.0292 DM/minute 0.0175 DM/minute (0.0149 EUR/minute) (0.0090 EUR/minute) III 0.0369 DM/minute 0.0204 DM/minute (0.0189 EUR/minute) (0.0104 EUR/minute) IV 0.0447 DM/minute 0.0275 DM/minute (0.0228 EUR/minute) (0.0140 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 4 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-B.2 FEED OF CONNECTIONS FROM THE NATIONAL TELEPHONE NETWORK OF FIRSTMARK TO TELEKOM AS NETWORK OPERATOR VALID FROM 01/01/2000 TO 29/02/2000 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to Telekom (locations of interconnection) and the distance measuring point of the local network area at which the connections are timed. The tariff areas are determined as follows: Allotted to the TARIFF AREA I are: connections which are established by junctions in the telephone network of FirstMark in the local network area in which the connections are transferred. Connections which are established by junctions in the telephone network of FirstMark in the local network areas which border directly on the local network area in which the connections are transferred. Connections which are established by junctions in the telephone network of FirstMark in the local network areas at a tariff distance of maximum 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established by junctions in the telephone network of FirstMark in the local network areas at a tariff distance of maximum 50 from the local network in which the connections are transferred provided that they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which established by junctions in the telephone network of FirstMark in the local network areas at a tariff distance of more than 50 km and up to maximum 200 km from the local network area in which the connections are transferred. Page 1 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA IV are: connections which are established by junctions in the telephone network of FirstMark local network areas at a tariff distance of more than 200 km from the local network area in which the connections are transferred. In exceptional cases, the tariff distance of the local network area in which the connections are established to the local network area in which the connections are transferred to Telekom (locations of interconnection) can be greater than the tariff distance to another location of interconnection with Telekom. In this case, the tariff area with the tariff distance to the local network of the closest location of interconnection with Telekom is applied. 1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: STANDARD TARIFF The standard tariff is applied in the time from 9 a.m. to 9 p.m. OFF-PEAK TARIFF The off-peak tariff is applied in the time from 9 p.m. to 9 a.m. 2 PRICE For the establishment of the connection and the maintenance of the connection, the prices determined by regulation decisions will be applied provisionally for this feed service first of all as downpayment: TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0197 DM/minute 0.0124 DM/minute (0.01007 EUR/minute) (0.00634 EUR/minute) II 0.0336 DM/minute 0.0202 DM/minute (0.01718 EUR/minute) (0.01033 EUR/minute) III 0.0425 DM/minute 0.0235 DM/minute (0.02173 EUR/minute) (0.01202 EUR/minute) IV 0.0514 DM/minute 0.0316 DM/minute (0.02628 EUR/minute) (0.01616 EUR/minute) Page 2 Interconnection Contract with FirstMark Confidential The invoices for the service FirstMark-B.2 for the months January 2000 and February 2000 will be cancelled retroactively and the charges from April 2000 invoiced on the basis of the following charges retroactively. FirstMark will pay Telekom the respective difference. TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF ----------- --------------- --------------- I 0.0149 DM/minute 0.0094 DM/minute (0.0076 EUR/minute) (0.0048 EUR/minute)(1) II 0.0254 DM/minute 0.0153 DM/minute (0.0130 EUR/minute) (0.0078 EUR/minute) III 0.0321 DM/minute 0.0178 DM/minute (0.0164 EUR/minute) (0.0091 EUR/minute) IV 0.0388 DM/minute 0.0239 DM/minute (0.0199 EUR/minute) (0.0122 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 3 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-B.2 FEED OF CONNECTIONS FROM THE NATIONAL TELEPHONE NETWORK OF FIRSTMARK TO TELEKOM AS NETWORK OPERATOR VALID FROM 01/03/2000 TO 31/01/2001 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to Telekom (locations of interconnection) and the distance measuring point of the local network area at which the connections are timed. The tariff areas are determined as follows: Allotted to the TARIFF AREA I are: connections which are established by junctions in the telephone network of FirstMark in the local network area in which the connections are transferred. Connections which are established by junctions in the telephone network of FirstMark in the local network areas which border directly on the local network area in which the connections are transferred. Connections which are established by junctions in the telephone network of FirstMark in the local network areas at a tariff distance of maximum 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established by junctions in the telephone network of FirstMark in the local network areas at a tariff distance of maximum 50 from the local network in which the connections are transferred provided that they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which established by junctions in the telephone network of FirstMark in the local network areas at a tariff distance of more than 50 km and up to maximum 200 km from the local network area in which the connections are transferred. Page 4 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA IV are: connections which are established by junctions in the telephone network of FirstMark local network areas at a tariff distance of more than 200 km from the local network area in which the connections are transferred. In exceptional cases, the tariff distance of the local network area in which the connections are established to the local network area in which the connections are transferred to Telekom (locations of interconnection) can be greater than the tariff distance to another location of interconnection with Telekom. In this case, the tariff area with the tariff distance to the local network of the closest location of interconnection with Telekom is applied. 1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. 2 PRICE For the establishment of the connection and the maintenance of a connection, the prices determined by regulation decisions will be applied for this feed service: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0171 DM/minute 0.0108 DM/minute (0.0088 EUR/minute) (0.0055 EUR/minute)(1) II 0.0292 DM/minute 0.0175 DM/minute (0.0149 EUR/minute) (0.0090 EUR/minute) III 0.0369 DM/minute 0.0204 DM/minute (0.0189 EUR/minute) (0.0104 EUR/minute) IV 0.0447 DM/minute 0.0275 DM/minute (0.0228 EUR/minute) (0.0140 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 5 Interconnection Contract with FirstMark Confidential SERVICE FIRSTMARK-O.5 CONNECTIONS ORIGINATING IN THE NATIONAL TELEPHONE NETWORK OF FIRSTMARK TO THE FREEPHONE SERVICE OF TELEKOM AND TO THE FREEPHONE SERVICE OF OTHER NETWORK OPERATORS UNDER THE SERVICE CODE 0800 OR 0130 VALID FROM 01/01/2000 TO 29/02/2000 1 PRICE STRUCTURE Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection and the tariff times. The duration of the connection is measured in seconds. The following tariff times are applied for the prices of establishment of the connection and the maintenance of the connection: STANDARD TARIFF The standard tariff is applied on working days in the time from 9 a.m. to 9 p.m.. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 9 p.m. and 9 a.m. 2 PRICE The following prices are applied for the establishment of the connection and the maintenance of the connection first of all as downpayment: STANDARD TARIFF 0.0429 DM/minute (0.0219 EUR/minute)(1) OFF-PEAK TARIFF 0.0267 DM/minute (0.0137 EUR/minute) The invoices for the service FirstMark-0.5 for the months January 2000 and February 2000 will be cancelled retroactively and the charges from April 2000 invoiced on the basis of the following charges retroactively. FirstMark will pay Telekom the respective difference. STANDARD TARIFF 0.0324 DM/minute (0.0166 EUR/minute) OFF-PEAK TARIFF 0.0202 DM/minute (0.0103 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 1 Interconnection Contract with FirstMark Confidential SERVICE FIRSTMARK-O.5 CONNECTIONS ORIGINATING IN THE NATIONAL TELEPHONE NETWORK OF FIRSTMARK TO THE FREEPHONE SERVICE OF TELEKOM AND TO THE FREEPHONE SERVICE OF OTHER NETWORK OPERATORS UNDER THE SERVICE CODE 0800 OR 0130 VALID FROM 01/03/2000 TO 31/03/2000 1 PRICE STRUCTURE Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection and the tariff times. The duration of the connection is measured in seconds. The following tariff times are applied for the prices of establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. 2 PRICE The following prices are applied for the establishment of the connection and for the maintenance of a connection: PEAK TARIFF 0.0373 DM/minute (0.0191 EUR/minute)(1) OFF-PEAK TARIFF 0.0232 DM/minute (0.0119 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 2 Interconnection Contract with FirstMark Confidential SERVICE FIRSTMARK-O.5 CONNECTIONS ORIGINATING IN THE NATIONAL TELEPHONE NETWORK OF FIRSTMARK TO THE FREEPHONE SERVICE OF TELEKOM AND TO THE FREEPHONE SERVICE OF OTHER NETWORK OPERATORS UNDER THE SERVICE CODE 0800 OR 0130 VALID FROM 01/04/2000 TO 31/01/2001 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to FirstMark (locations of interconnection) and the distance measuring point of the local network area at which the connections are timed. The tariff areas are determined as follows: Allotted to the TARIFF AREA I are: connections which are established by junctions in the telephone network of Telekom in the local network area in which the connections are transferred. Connections which are established by junctions in the telephone network of Telekom in the local network areas which border directly on the local network area in which the connections are transferred. Connections which are established by junctions in the telephone network of Telekom in the local network areas at a tariff distance of maximum 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established by junctions in the telephone network of Telekom in the local network areas at a tariff distance of maximum 50 from the local network in which the connections are transferred provided that they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which established by junctions in the telephone network of Telekom in the local network areas at a tariff distance of more than 50 km and up to maximum 200 km from the local network area in which the connections are transferred. Page 3 Interconnection Contract with FirstMark Confidential SERVICE FIRSTMARK-O.6 CONNECTIONS TO THE SHARED COST SERVICE 0180 OF FIRSTMARK VALID FROM 01/02/1999 TO 29/02/2000 1 PRICE For the service FirstMark-O.6, Telekom will pay FirstMark the following listed prices. The prices shown for the service codes 0180 2 and 0180 4 assume an average duration of connection of 3 minutes. If the average duration of connection is exceeded by more than 30%, the refund of transport costs will be re-calculated in accordance with 2.2 amounting to the actual duration of the connection exceeding the assumed average duration of connection. Prices for connections from terrestrial networks:
SERVICE STANDARD TARIFF OFF-PEAK TARIFF IDENTIFICATION NO. --------------- --------------- ------------------ 0180 1 0.0199 DM/minute 0.0092 DM/minute (0.0102 EUR/minute) (0.0047 EUR/minute)(1) 0180 2 0.0032 DM/connection 0.0318 DM/connection (0.0016 EUR/connection) (0.0071 EUR/connection) 0180 3 0.1142 DM/minute 0.1248 DM/minute (0.0584 EUR/minute) (0.0638 EUR/minute) 0180 4 0.0984 DM/connection 0.1090 DM/connection (0.0503 EUR/connection) (0.0557 EUR/connection) 0180 5 0.1618 DM/minute 0.1724 DM/minute (0.0827 EUR/minute) (0.0881 EUR/minute)
- ---------- (1) The priced in EUR are rounded off to four decimal points. Page 1 Interconnection Contract with FirstMark Confidential Prices for connections from mobile telephone networks: Origin E-plus
SERVICE STANDARD TARIFF (9 A.M.-6 P.M) OFF-PEAK TARIFF (6 P.M.-9 A.M.) IDENTIFICATION NO. ----------------------------- ------------------------------ ------------------ 0180 1 -0.0148 DM/minute -0.0128 DM/minute (-0.0076 EUR/minute) (-0.0065 EUR/minute)(1) 0180 2 -0.0315 DM/connection -0.0082 DM/connection (-0.0161 EUR/connection) (-0.0042 EUR/connection) 0180 3 0.0795 DM/minute 0.1028 DM/minute (0.0406 EUR/minute) (0.0526 EUR/minute) 0180 4 0.0637 DM/connection 0.0870 DM/connection (0.0326 EUR/connection) (0.0445 EUR/connection) 0180 5 0.1271 DM/minute 0.1504 DM/minute (0.0650 EUR/minute) (0.0769 EUR/minute)
Origin C network, D1, D2, E2
SERVICE IDENTIFICATION NO. STANDARD TARIFF (9 A.M.-9 P.M) OFF-PEAK TARIFF (9 P.M.-9 A.M.) ------------------ ------------------------------ ------------------------------- 0180 1 -0.0148 DM/minute -0.0128 DM/minute (-0.0076 EUR/minute) (-0.0065 EUR/minute) 0180 2 -0.0315 DM/connection -0.0082 DM/connection (-0.0161 EUR/connection) (-0.0042 EUR/connection) 0180 3 0.0795 DM/minute 0.1028 DM/minute (0.0406 EUR/minute) (0.0526 EUR/minute) 0180 4 0.0637 DM/connection 0.0870 DM/connection (0.0326 EUR/connection) (0.0445 EUR/connection) 0180 5 0.1271 DM/minute 0.1504 DM/minute (0.0650 EUR/minute) (0.0769 EUR/minute)
- ---------- (1) The priced in EUR are rounded off to four decimal points. Page 2 Interconnection Contract with FirstMark Confidential 2 CALCULATION OF THE PRICES The price for the service ForstMark-O.6 is calculated according to the following formula: Price of the value-added service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of FirstMark - expenses saved for invoicing/bad debts of FirstMark -------------------------------------------------------------- = Price for the service FirstMark-O.6 2.1 PRICE OF THE VALUE-ADDED SERVICE For connections to the shared cost service 0180 of FirstMark, the Standard-form Contract Conditions of Telekom will be applied in the respective current version. The prices shown in these will be converted as follows: o for the service identification no. 0180 1: standard tariff 60 sec * 1 TU(1) ------------- Standard-form Contract Conditions time unit(2) (118 sec) off-peak tariff 60 sec * 1 TU ------------- Standard-form Contract Conditions time unit (210 sec) o for the service identification no. 0180 2: Standard-form Contract Conditions-price/connection (1 TU) o for the service identification no. 0180 3 60 sec * 1 TU ------------- Standard-form Contract Conditions time unit (40 sec) o for the service identification no. 0180 4: Standard-form Contract Conditions-price/connection (4 TU) o for the service identification no. 0180 5 60 sec * 1 TU ------------- Standard-form Contract Conditions time unit (30 sec) - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1034 DM. (2) The Standard-form Contract Conditions unit is 90 or 150 secs in the standard tariff (ratio: 15/13) and 150 or 240 sec in the off-peak tariff (ratio 4/8). Page 3 Interconnection Contract with FirstMark Confidential The converted Standard-form Contract Conditions price will then be: for the service identification no. 0180 1 at the standard tariff: 0.0526 DM/minute; at the off-peak tariff: 0.0295 DM/minute; for the service identification no. 0180 2 0.0345 DM/minute; for the service identification no. 0180 3 0.1551 DM/minute; for the service identification no. 0180 4 0.1379 DM/minute; for the service identification no. 0180 5 0.2068 DM/minute. The duration of the connection is measured in seconds. 2.2 EXPENSES SAVED FOR THE TRANSPORT SERVICE OF FIRSTMARK Decisive for the calculation of the expenses of the transport service of FirstMark are the origin of the connection, the duration of the connection and the tariff times. The duration of connection is measured in seconds. For connections from terrestrial network, it is assumed that 90% of the connections originate in the telephone network of Telekom and 10% of the connections in other national terrestrial networks. The expense saved for the transport will be: For connections from terrestrial networks: STANDARD TARIFF OFF-PEAK TARIFF --------------- --------------- 0.0283 DM/minute 0.0177 DM/minute For connections from mobile telephone networks: Origin E-plus: STANDARD TARIFF (9 A.M.-6 P.M.) OFF-PEAK TARIFF (6 P.M. - 9 A.M.) --------------- -------------------------------- 0.0612 DM/minute 0.0379 DM/minute Origin C network, D1, D2, E2 STANDARD TARIFF (9 A.M. - 9 P.M.) OFF-PEAK TARIFF (9 P.M. - 9 A.M.) --------------- -------------------------------- 0.0612 DM/minute 0.0379 DM/minute Page 4 Interconnection Contract with FirstMark Confidential 2.3 EXPENSES FOR INVOICING AND BAD DEBTS OF FIRSTMARK SAVED The expenses saved for invoicing and bad debts of FirstMark are, for connections originating in the telephone network of Telekom, 8% of the Standard-form Contract Conditions price in accordance with 2.1 and, for connections originating in other national terrestrial networks, 8% of the Standard-form Contract Conditions price in accordance with 2.1 plus a transit charge amounting to 0.0020 DM/minute. It is assumed thereby that 90% of the connections originate in the telephone network of Telekom and 10% of the connections in other national terrestrial networks. The expense saved for connections originating in terrestrial networks is thus: for the service identification no. 0180 1 Standard tariff: 0.0044 DM/minute; Off-peak tariff: 0.0026 DM/minute; for the service identification no. 0180 2: 0.0030 DM/minute; for the service identification no. 0180 3: 0.0126 DM/minute; for the service identification no. 0180 4: 0.0112 DM/minute; for the service identification no. 0180 5: 0.0167 DM/minute. The expenses saved for invoicing and for bad debts of FirstMark are, for connections originating in mobile telephone networks, 8% of the Standard-form Contract Conditions price in accordance with 2.1 plus a transit charge amounting to 0.0020 DM/minute. The expense saved for connections originating in mobile telephone networks is thus: for the service identification no. 0180 1 Standard tariff: 0.0062 DM/minute; Off-peak tariff: 0.0044 DM/minute; for the service identification no. 0180 2: 0.0048 DM/minute; for the service identification no. 0180 3: 0.0144 DM/minute; for the service identification no. 0180 4: 0.0130 DM/minute; for the service identification no. 0180 5: 0.0185 DM/minute. Page 5 Interconnection Contract with FirstMark Confidential SERVICE FIRSTMARK-O.6 CONNECTIONS TO THE SHARED COST SERVICE 0180 OF FIRSTMARK VALID FROM 01/03/2000 TO 31/03/2000 1 PRICE For the service FirstMark-O.6, Telekom will pay FirstMark the following listed prices. The block tariff shown for the service codes 0180 2 and 0180 4 assumes an average duration of connection of 3 minutes. If the average duration of connection is exceeded by more than 30%, the refund of transport costs will be re-calculated in accordance with 2.2 amounting to the actual duration of the connection exceeding the assumed average duration of connection. Prices for connections from terrestrial networks:
SERVICE IDENTIFICATION NO. PEAK TARIFF OFF-PEAK TARIFF ------------------ ----------- --------------- 0180 1 0.0386 DM/minute 0.0136 DM/minute (0.0197 EUR/minute) (0.0070 EUR/minute)1 0180 2 0.0207 DM/connection 0.0483 DM/connection (0.0106 EUR/connection) (0.0247 EUR/connection) 0180 3 0.1179 DM/minute 0.1271 DM/minute (0.0603 EUR/minute) (0.0650 EUR/minute) 0180 4 0.3061 DM/connection 0.3337 DM/connection (0.1565 EUR/connection) (0.1706 EUR/connection) 0180 5 0.1655 DM/minute 0.1747 DM/minute (0.0846 EUR/minute) (0.0893 EUR/minute)
Prices for connections from mobile telephone networks:
SERVICE IDENTIFICATION NO. PEAK TARIFF OFF-PEAK TARIFF ------------------ ----------- --------------- 0180 1 0.0082 DM/minute -0.0057 DM/minute (0.0042 EUR/minute) (-0.0029 EUR/minute) 0180 2 -0.0705 DM/connection -0.0096 DM/connection (-0.0360 EUR/connection) (-0.0049 EUR/connection) 0180 3 0.0875 DM/minute 0.1078 DM/minute (0.0447 EUR/minute) (0.0551 EUR/minute) 0180 4 0.2149 DM/connection 0.2758 DM/connection (0.1099 EUR/connection) (0.1410 EUR/connection) 0180 5 0.1351 DM/minute 0.1554 DM/minute (0.0691 EUR/minute) (0.0795 EUR/minute)
- ---------- (1) The priced in EUR are rounded off to four decimal points. Page 6 Interconnection Contract with FirstMark Confidential 2 CALCULATION OF THE PRICES The price for the service FirstMark-O.6 is calculated according to the following formula: Price of the value-added service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of FirstMark - expenses saved for invoicing/bad debts of FirstMark -------------------------------------------------------------- = Price for the service FirstMark-O.6 2.1 PRICE OF THE VALUE-ADDED SERVICE For connections to the shared cost service 0180 of FirstMark, the Standard-form Contract Conditions of Telekom will be applied in the respective current version. The prices shown in these will be converted as follows: o for the service identification no. 0180 1: peak tariff 60 sec * 1 TU(1) ------------- Standard-form Contract Conditions time unit(2) (90 sec) off-peak tariff 60 sec * 1 TU ------------- Standard-form Contract Conditions time unit (196 sec) o for the service identification no. 0180 2: Standard-form Contract Conditions-price/connection (1 TU) o for the service identification no. 0180 3 60 sec * 1 TU ------------- Standard-form Contract Conditions time unit (40 sec) o for the service identification no. 0180 4: Standard-form Contract Conditions-price/connection (4 TU) o for the service identification no. 0180 5 60 sec * 1 TU ------------- Standard-form Contract Conditions time unit (30 sec) - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1034 DM. (2) The Standard-form Contract Conditions unit is 150 or 240 sec in the off-peak tariff (ratio 60/63). Page 7 Interconnection Contract with FirstMark Confidential The converted Standard-form Contract Conditions price will then be: for the service identification no. 0180 1 at the peak tariff: 0.0689 DM/minute; at the off-peak tariff: 0.0317 DM/minute; for the service identification no. 0180 2: 0.1034 DM/minute; for the service identification no. 0180 3: 0.1551 DM/minute; for the service identification no. 0180 4: 0.4136 DM/minute; for the service identification no. 0180 5: 0.2068 DM/minute. The duration of the connection is measured in seconds. 2.2 EXPENSES SAVED FOR THE TRANSPORT SERVICE OF FIRSTMARK Decisive for the calculation of the expenses of the transport service of FirstMark are the origin of the connection, the duration of the connection and the tariff times. The duration of the connection for connections of the service codes 0180 1, 0180 2 and 0180 5 is measured in seconds. For connections of the service codes 0180 2 and 0180 4, an average duration of connection of 3 minutes is taken as basis. For connections from terrestrial network, it is assumed that 90% of the connections originate in the telephone network of Telekom and 10% of the connections in other national terrestrial networks. The expense saved for the transport will be: For connections from terrestrial networks: FOR THE SERVICE IDENTIFICATION NO. PEAK TARIFF OFF-PEAK TARIFF ------------------ ----------- --------------- 0180 1, 0180 3, 0180 5 0.0246 DM/minute 0.0154 DM/minute for the Service identification no.(1) Peak tariff Off-peak tariff ------------------ ----------- --------------- 0180 2, 0180 4 0.0738 DM/connection 0.0462 DM/connection - ---------- (1) The re-calculation of the refund of transport costs will take place on the basis of the minute price. Page 8 Interconnection Contract with FirstMark Confidential The expense saved for the transport will be: For connections from mobile telephone networks:
FOR THE SERVICE IDENTIFICATION NO. PEAK TARIFF OFF-PEAK TARIFF ------------------ ----------- --------------- 0180 1, 0180 3, 0180 5 0.0532 DM/minute 0.0329 DM/minute FOR THE SERVICE IDENTIFICATION NO.(1) PEAK TARIFF OFF-PEAK TARIFF --------------------- ----------- --------------- 0180 2, 0180 4 0.1596 DM/connection 0.0987 DM/connection
2.3 EXPENSES FOR INVOICING AND BAD DEBTS OF FIRSTMARK SAVED The expenses saved for invoicing and bad debts of FirstMark are, for connections originating in the telephone network of Telekom, 8% of the Standard-form Contract Conditions price in accordance with 2.1 and, for connections originating in other national terrestrial networks, 8% of the Standard-form Contract Conditions price in accordance with 2.1 plus a transit charge amounting to 0.0020 DM/minute. It is assumed thereby that 90% of the connections originate in the telephone network of Telekom and 10% of the connections in other national terrestrial networks. The expense saved for connections originating in terrestrial networks is thus: for the service identification no. 0180 1 Peak tariff: 0.0057 DM/minute; Off-peak tariff: 0.0027 DM/minute; for the service identification no. 0180 2: 0.0089 DM/connection; for the service identification no. 0180 3: 0.0126 DM/minute; for the service identification no. 0180 4: 0.0337 DM/connection; for the service identification no. 0180 5: 0.0167 DM/minute. - ---------- (1) The re-calculation of the refund of transport costs will take place on the basis of the minute price. Page 9 Interconnection Contract with FirstMark Confidential The expenses saved for invoicing and for bad debts of FirstMark are, for connections originating in mobile telephone networks, 8% of the Standard-form Contract Conditions price in accordance with 2.1 plus a transit charge amounting to 0.0020 DM/minute. The expense saved for connections originating in mobile telephone networks is thus: for the service identification no. 0180 1 Peak tariff: 0.0075 DM/minute; Off-peak tariff: 0.0045 DM/minute; for the service identification no. 0180 2: 0.0143 DM/connection; for the service identification no. 0180 3: 0.0144 DM/minute; for the service identification no. 0180 4: 0.0391 DM/connection; for the service identification no. 0180 5: 0.0185 DM/minute. Page 10 Interconnection Contract with FirstMark Confidential SERVICE FIRSTMARK-O.6 CONNECTIONS TO THE SHARED COST SERVICE 0180 OF FIRSTMARK VALID FROM 01/04/2000 TO 31/01/2001 1 PRICE For the service FirstMark-O.6, Telekom will pay FirstMark the prices stated in the following less 0.323 DM/connection for the signalling query to the central data base (IN). For the prices for the establishment of the connection and the maintenance of the connection the following tariff times will be applied: PEAK TARIFF The peak-tariff will be applied on workdays between 9 a.m. and 6 p.m. OFF-PEAK The off-peak tariff will be applied on workdays between 6 p.m. and 9 a.m. and on Saturdays, Sundays and public federal holidays between 0 a.m. and 0 p.m. The block tariff shown for the service codes 0180 2 and 0180 4 assumes an average duration of connection of 3 minutes. In the case of the assumed average duration of connection being exceeded by more than 30%, re-calculation of the transport cost refund in accordance with 2.2 amounting to the actual duration of connection above the assumed average duration of connection will take place. 1.1 Page 11 Interconnection Contract with FirstMark Confidential 1.1 PRICES FROM IMPLEMENTATION OF THE CARRIER SELECTION PHASE II 1.1.1 Prices for connections originating in the telephone network of Telekom:
Service identification no. 0180 1 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0463 DM/minute 0.0183 DM/minute (0.0237 EUR/minute) (0.0094 EUR/minute)(1) II 0.0342 DM/minute 0.0116 DM/minute (0.0175 EUR/minute) (0.0059 EUR/minute) III 0.0265 DM/minute 0.0087 DM/minute (0.0135 EUR/minute) (0.0044 EUR/minute) IV 0.0187 DM/minute 0.0016 DM/minute (0.0096 EUR/minute) (0.0008 EUR/minute) Service identification no. 0180 2 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0437 DM/connection 0.0626 DM/connection (0.0223 EUR/connection) (0.0320 EUR/connection) II 0.0074 DM/connection 0.0425 DM/connection (0.0038 EUR/connection) (0.0217 EUR/connection) III - 0.0157 DM/connection 0.0338 DM/connection (- 0.0080 EUR/connection) (0.0173 EUR/connection) IV - 0.0391 DM/connection 0.0125 DM/connection (- 0.0200 EUR/connection) (0.0064 EUR/connection) Service identification no. 0180 3 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.1255 DM/minute 0.01318 DM/minute (0.0642 EUR/minute) (0.0674 EUR/minute) II 0.1134 DM/minute 0.1251 DM/minute (0.0580 EUR/minute) (0.0640 EUR/minute) III 0.1057 DM/minute 0.1222 DM/minute (0.0540 EUR/minute) (0.0625 EUR/minute) IV 0.0979 DM/minute 0.1151 DM/minute (0.0501 EUR/minute) (0.0588 EUR/minute)
- ---------- (1) The priced in EUR are rounded off to four decimal points. Page 12 Interconnection Contract with FirstMark Confidential
Service identification no. 0180 4 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.3288 DM/connection 0.3477 DM/connection (0.1681 EUR/connection) (0.1778 EUR/connection)(1) II 0.2925 DM/connection 0.3276 DM/connection (0.1496 EUR/connection) (0.1675 EUR/connection) III 0.2694 DM/connection 0.3189 DM/connection (0.1377 EUR/connection) (0.1631 EUR/connection) IV 0.2460 DM/connection 0.2976 DM/connection (0.1258 EUR/connection) (0.1522 EUR/connection) Service identification no. 0180 5 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.1730 DM/minute 0.1793 DM/minute (0.0885 EUR/minute) (0.0917 EUR/minute) II 0.1609 DM/minute 0.1726 DM/minute (0.0823 EUR/minute) (0.0882 EUR/minute) III 0.1532 DM/minute 0.1697 DM/minute (0.0783 EUR/minute) (0.0868 EUR/minute) IV 0.1454 DM/minute 0.1626 DM/minute (0.0743 EUR/minute) (0.0831 EUR/minute)
For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted or in the case of negative prices invoiced additionally. 1.1.2 Prices for connections originating in other terrestrial networks:
Service identification no. 0180 1 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0189 DM/minute -0.0004 DM/minute (0.0097 EUR/minute) (-0.0002 EUR/minute) II 0.0089 DM/minute -0.0012 DM/minute (0.0046 EUR/minute) (-0.0006 EUR/minute) III 0.0049 DM/minute -0.0032 DM/minute (0.0025 EUR/minute) (-0.0016 EUR/minute) IV -0.0139 DM/minute -0.0121 DM/minute (-0.00701 EUR/minute) (-0.0062 EUR/minute)
- ---------- (1) The priced in EUR are rounded off to four decimal points. Page 13 Interconnection Contract with FirstMark Confidential
Service identification no. 0180 2 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I -0.0385 DM/connection 0.0065 DM/connection (-0.0197 EUR/connection) (0.0033 EUR/connection)(1) II -0.0684 DM/connection 0.0041 DM/connection (-0.0350 EUR/connection) (0.0021 EUR/connection) III -0.0806 DM/connection -0.0017 DM/connection (-0.0412 EUR/connection) (-0.0009 EUR/connection) IV -0.1369 DM/connection -0.0286 DM/connection (-0.0700 EUR/connection) (-0.0146 EUR/connection) Service identification no. 0180 3 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0981 DM/minute 0.1131 DM/minute (0.0502 EUR/minute) (0.0578 EUR/minute) II 0.0881 DM/minute 0.1123 DM/minute (0.0450 EUR/minute) (0.0564 EUR/minute) III 0.0841 DM/minute 0.1103 DM/minute (0.0430 EUR/minute) (0.1014 EUR/minute) IV 0.0653 DM/minute 0.1014 DM/minute (0.0334 EUR/minute) (0.0518 EUR/minute) Service identification no. 0180 4 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.2466 DM/connection 0.2916 DM/connection (0.1261 EUR/connection) (0.1491 EUR/connection) II 0.2167 DM/connection 0.2892 DM/connection (0.1108 EUR/connection) (0.1479 EUR/connection) III 0.2045 DM/connection 0.2834 DM/connection (0.1046 EUR/connection) (0.1449 EUR/connection) IV 0.1482 DM/connection 0.2565 DM/connection (0.0758 EUR/connection) (0.1311 EUR/connection)
- ---------- (1) The priced in EUR are rounded off to four decimal points. Page 14 Interconnection Contract with FirstMark Confidential
Service identification no. 0180 5 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.1456 DM/minute 0.1606 DM/minute (0.0744 EUR/minute) (0.0821 EUR/minute)(1) II 0.1356 DM/minute 0.1598 DM/minute (0.0693 EUR/minute) (0.0817 EUR/minute) III 0.1315 DM/minute 0.1578 DM/minute (0.0672 EUR/minute) (0.0807 EUR/minute) IV 0.1128 DM/minute 0.1489 DM/minute (0.0577 EUR/minute) (0.0761 EUR/minute)
For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted or in the case of negative prices invoiced additionally. 1.1.2 Prices for connections originating in other mobile telephone networks:
Tariff area I - IV SERVICE IDENTIFICATION NO. PEAK TARIFF OFF-PEAK TARIFF -------------------------- ----------- --------------- 0180 1 -0.0075 DM/minute -0.0179 DM/minute (-0.0038 EUR/minute) (-0.0092 EUR/minute) 0180 2 -0.1177 DM/connection -0.0460 DM/connection (-0.0602 EUR/connection) (-0.0235 EUR/connection) 0180 3 0.0717 DM/minute 0.0956 DM/minute (0.0367 EUR/minute) (0.0489 EUR/minute) 0180 4 0.1674 DM/connection 0.2391 DM/connection (0.0856 EUR/connection) (0.1222 EUR/connection) 0180 5 0.1191 DM/minute 0.1431 DM/minute (0.0609 EUR/minute) (0.0732 EUR/minute)
For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted or in the case of negative prices invoiced additionally. 1.2 - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 15 Interconnection Contract with FirstMark Confidential 1.2 PRICES FOR THE TRANSITION PERIOD UP TO IMPLEMENTATION OF THE CARRIER SELECTION PHASE II Up to the point of time at which, through the implementation of the carrier selection phase II, the selection of the connection network operator for connections to value-added services is suppressed, separate measurement and invoicing of the connections originating in the telephone network of Telekom and originating in other terrestrial networks is not possible. For this period, the following prices determined on the basis of a mixed calculation less 0.0323 DM/connection will be applied in the invoice for the signalling query to the central data base (IN): 1.2.1 Prices for connections from terrestrial networks:
Service identification no. 0180 1 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0409 DM/minute 0.0147 DM/minute (0.0209 EUR/minute) (0.0075 EUR/minute)(1) II 0.0300 DM/minute 0.0086 DM/minute (0.0153 EUR/minute) (0.0044 EUR/minute) III 0.0231 DM/minute 0.0060 DM/minute (0.0118 EUR/minute) (0.0031 EUR/minute) IV 0.0161 DM/minute -0.0004 DM/minute (0.0082 EUR/minute) (-0.0002 EUR/minute) Service identification no. 0180 2 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0275 DM/connection 0.0518 DM/connection (0.0141 EUR/connection) (0.0265 EUR/connection) II -0.0052 DM/connection 0.0335 DM/connection (-0.0027 EUR/connection) (0.0171 EUR/connection) III -0.0259 DM/connection 0.0257 DM/connection (-0.0132 EUR/connection) (0.0131 EUR/connection) IV -0.0469 DM/connection 0.0065 DM/connection (-0.0240 EUR/connection) (0.0033 EUR/connection)
- ---------- (1) The priced in EUR are rounded off to four decimal points. Page 16 Interconnection Contract with FirstMark Confidential
Service identification no. 0180 3 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.1201 DM/minute 0.01282 DM/minute (0.0614 EUR/minute) (0.0655 EUR/minute)(1) II 0.1092 DM/minute 0.1221 DM/minute (0.0558 EUR/minute) (0.0624 EUR/minute) III 0.1023 DM/minute 0.1195 DM/minute (0.0523 EUR/minute) (0.0611 EUR/minute) IV 0.0953 DM/minute 0.1131 DM/minute (0.0487 EUR/minute) (0.0578 EUR/minute) Service identification no. 0180 4 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.3126 DM/connection 0.3369 DM/connection (0.1598 EUR/connection) (0.1723 EUR/connection) II 0.2799 DM/connection 0.3186 DM/connection (0.1431 EUR/connection) (0.1629 EUR/connection) III 0.2592 DM/connection 0.3108 DM/connection (0.1325 EUR/connection) (0.1589 EUR/connection) IV 0.2382 DM/connection 0.2916 DM/connection (0.1218 EUR/connection) (0.1491 EUR/connection) Service identification no. 0180 5 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.1676 DM/minute 0.1757 DM/minute (0.0857 EUR/minute) (0.0898 EUR/minute) II 0.1567 DM/minute 0.1696 DM/minute (0.0801 EUR/minute) (0.0867 EUR/minute) III 0.1498 DM/minute 0.1670 DM/minute (0.0766 EUR/minute) (0.0854 EUR/minute) IV 0.1428 DM/minute 0.1606 DM/minute (0.0730 EUR/minute) (0.0821 EUR/minute)
For connections from terrestrial network, it is assumed that 90% of the connections originate in the telephone network of Telekom and 10% of the connections in other national terrestrial networks. For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted or in the case of negative prices invoiced additionally. - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 17 Interconnection Contract with FirstMark Confidential 1.2.2 Prices for connections from mobile telephone networks:
Tariff area I - IV SERVICE IDENTIFICATION NO. PEAK TARIFF OFF-PEAK TARIFF ---------------------- --- ----------- --------------- 0180 1 -0.0075 DM/minute -0.0179 DM/minute (-0.0038 EUR/minute) (-0.0092 EUR/minute)(1) 0180 2 -0.1177 DM/connection -0.0460 DM/connection (-0.0602 EUR/connection) (-0.0235 EUR/connection) 0180 3 0.0717 DM/minute 0.0956 DM/minute (0.0367 EUR/minute) (0.0489 EUR/minute) 0180 4 0.1674 DM/connection 0.2391 DM/connection (0.0856 EUR/connection) (0.1222 EUR/connection) 0180 5 0.1191 DM/minute 0.1431 DM/minute (0.0609 EUR/minute) (0.0732 EUR/minute)
For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted or in the case of negative prices invoiced additionally. 2 CALCULATION OF THE PRICES The price for the service FirstMark-O.6 is calculated according to the following formula: Price of the value-added service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of FirstMark (including the signalling query to the central data base (IN)) - expenses saved for invoicing/bad debts of FirstMark -------------------------------------------------------------- = Price for the service FirstMark-O.6 - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 18 Interconnection Contract with FirstMark Confidential 2.1 PRICE OF THE VALUE-ADDED SERVICE For connections to the shared cost service 0180 of FirstMark, the Standard-form Contract Conditions of Telekom will be applied in the respective current version. The prices shown in these will be converted as follows: o for the service identification no. 0180 1: peak tariff 60 SEC * 1 TU(1) -------------- Standard-form Contract Conditions time unit(2) (90 sec) off-peak tariff 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (196 sec) o for the service identification no. 0180 2: Standard-form Contract Conditions-price/connection (1 TU) o for the service identification no. 0180 3 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (40 sec) o for the service identification no. 0180 4: Standard-form Contract Conditions-price/connection (4 TU) o for the service identification no. 0180 5 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (30 sec) The converted Standard-form Contract Conditions price will then be: for the service identification no. 0180 1 at the peak tariff: 0.0689 DM/minute; at the off-peak tariff: 0.0316 DM/minute; for the service identification no. 0180 2: 0.1033 DM/minute; for the service identification no. 0180 3: 0.1550 DM/minute; for the service identification no. 0180 4: 0.4132 DM/minute; for the service identification no. 0180 5: 0.2066 DM/minute. The duration of the connection is measured in seconds. - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1033 DM. (2) The Standard-form Contract Conditions unit is 150 or 240 sec in the off-peak tariff (ratio 60/63). Page 19 Interconnection Contract with FirstMark Confidential 2.2 EXPENSES SAVED FOR THE TRANSPORT SERVICE OF FIRSTMARK Decisive for the calculation of the expenses of the transport service of FirstMark are the origin of the connection, the number of connections, the tariff distance, the duration of the connection and the tariff times. The duration of the connection for connections of the service codes 0180 1, 0180 2 and 0180 5 is measured in seconds. For connections of the service codes 0180 2 and 0180 4, an average duration of connection of 3 minutes is taken as basis. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to FirstMark (locations of interconnection) and the distance measuring point of the local network area at which the connections are timed. The tariff areas are determined as follows: Allotted to the TARIFF AREA I are: connections which are established by junctions in the telephone network of Telekom in the local network area in which the connections are transferred. Connections which are established by junctions in the telephone network of Telekom in the local network areas which border directly on the local network area in which the connections are transferred. Connections which are established by junctions in the telephone network of Telekom in the local network areas at a tariff distance of maximum 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established by junctions in the telephone network of Telekom in the local network areas at a tariff distance of maximum 50 from the local network in which the connections are transferred provided that they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which established by junctions in the telephone network of Telekom in the local network areas at a tariff distance of more than 50 km and up to maximum 200 km from the local network area in which the connections are transferred. Allotted to the TARIFF AREA IV are: connections which are established by junctions in the telephone network of Telekom local network areas at a tariff distance of more than 200 km from the local network area in which the connections are transferred. Page 20 Interconnection Contract with FirstMark Confidential 2.2.1 The expenses saved for the transport will be from implementation of the carrier selection phase II: For connections originating in the telephone network of Telekom: for the service identification nos. 0180 1, 0180 3, 0180 5
TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0171 DM/minute 0.0108 DM/minute II 0.0292 DM/minute 0.0175 DM/minute III 0.0369 DM/minute 0.0204 DM/minute IV 0.0447 DM/minute 0.0275 DM/minute
for the service identification nos.1 0180 2, 0180 4
TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0513 DM/connection 0.0324 DM/connection II 0.0876 DM/connection 0.0525 DM/connection III 0.1107 DM/connection 0.0612 DM/connection IV 0.1341 DM/connection 0.0825 DM/connection
For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted or in the case of negative prices invoiced additionally. For connections originating in other terrestrial networks: for the service identification nos. 0180 1, 0180 3, 0180 5
TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0425 DM/minute 0.0275 DM/minute II 0.0525 DM/minute 0.0283 DM/minute III 0.0565 DM/minute 0.0303 DM/minute IV 0.0753 DM/minute 0.0392 DM/minute
for the service identification nos.(1) 0180 2, 0180 4
TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.1275 DM/connection 0.0825 DM/connection II 0.1574 DM/connection 0.0850 DM/connection III 0.1696 DM/connection 0.0908 DM/connection IV 0.2259 DM/connection 0.1177 DM/connection
- ---------- (1) The re-calculation of the refund of transport costs will take place on the basis of the minute price. Page 21 Interconnection Contract with FirstMark Confidential For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted or in the case of negative prices invoiced additionally. For connections originating in mobile telephone networks:
FOR THE SERVICE IDENTIFICATION NO.(1) PEAK TARIFF OFF-PEAK TARIFF ------------------- ----------- --------------- 0180 1, 0180 3, 0180 5 0.0689 DM/minute 0.0450 DM/minute
FOR THE SERVICE IDENTIFICATION NO. PEAK TARIFF OFF-PEAK TARIFF ------------------ ----------- --------------- 0180 2, 0180 4 0.2068 DM/minute 0.1350 DM/minute
For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted or in the case of negative prices invoiced additionally. 2.2.2 The expense saved for the transport up to implementation of the carrier selection phase II will be: For connections from terrestrial networks: for the service identification nos. 0180 1, 0180 3, 0180 5
TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0223 DM/minute 0.0142 DM/minute II 0.0332 DM/minute 0.0203 DM/minute III 0.0401 DM/minute 0.0229 DM/minute IV 0.0471 DM/minute 0.0293 DM/minute
for the service identification nos. 0180 2, 0180 4
TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF ----------- ----------- --------------- I 0.0669 DM/connection 0.0426 DM/connection II 0.0996 DM/connection 0.0609 DM/connection III 0.1203 DM/connection 0.0687 DM/connection IV 0.1413 DM/connection 0.0879 DM/connection
- ---------- (1) The re-calculation of the refund of transport costs will take place on the basis of the minute price. Page 22 Interconnection Contract with FirstMark Confidential For connections from terrestrial network, it is assumed that 90% of the connections originate in the telephone network of Telekom and 10% of the connections in other national terrestrial networks. For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted or in the case of negative prices invoiced additionally. For connections from mobile telephone networks:
FOR THE SERVICE IDENTIFICATION NO. PEAK TARIFF OFF-PEAK TARIFF ------------------ ----------- --------------- 0180 1, 0180 3, 0180 5 0.0689 DM/minute 0.0450 DM/minute FOR THE SERVICE IDENTIFICATION NO. PEAK TARIFF OFF-PEAK TARIFF ------------------ ----------- --------------- 0180 2, 0180 4 0.2068 DM/minute 0.1350 DM/minute
For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted or in the case of negative prices invoiced additionally. 2.3 EXPENSES FOR INVOICING AND BAD DEBTS OF FIRSTMARK SAVED The expenses saved for invoicing and bad debts of FirstMark are, for connections originating in the telephone network of Telekom, 8% of the Standard-form Contract Conditions price in accordance with 2.1 and, for connections originating in other national terrestrial networks, 8% of the Standard-form Contract Conditions price in accordance with 2.1 plus a transit charge amounting to 0.0020 DM/minute. 2.3.1 The expense saved for invoicing and bad debts of FirstMark from implementation of the carrier selection phase II The expense saved for connections originating in the telephone network of Telekom is thus: for the service identification no. 0180 1 Peak tariff: 0.0055 DM/minute; Off-peak tariff: 0.0025 DM/minute; for the service identification no. 0180 2 0.0083 DM/connection; for the service identification no. 0180 3 0.0124 DM/minute; for the service identification no. 0180 4 0.0331 DM/connection; for the service identification no. 0180 5 0.0165 DM/minute. Page 23 Interconnection Contract with FirstMark Confidential The expense saved for connections originating in other terrestrial and mobile telephone networks is thus: for the service identification no. 0180 1 Peak tariff: 0.0075 DM/minute; Off-peak tariff: 0.0045 DM/minute; for the service identification no. 0180 2: 0.0143 DM/connection; for the service identification no. 0180 3: 0.0144 DM/minute; for the service identification no. 0180 4: 0.0391 DM/connection; for the service identification no. 0180 5: 0.0185 DM/minute. 2.3.2 The expense saved for invoicing and bad debts of FirstMark from implementation of the carrier selection phase II The expense saved for connections originating in terrestrial networks is thus: for the service identification no. 0180 1 Peak tariff: 0.0057 DM/minute; Off-peak tariff: 0.0027 DM/minute; for the service identification no. 0180 2: 0.0089 DM/connection; for the service identification no. 0180 3: 0.0126 DM/minute; for the service identification no. 0180 4: 0.0337 DM/connection; for the service identification no. 0180 5: 0.0167 DM/minute. It is assumed thereby that 90% of the connections originate in the telephone network of Telekom and 10% of the connections in other national terrestrial networks. The expense saved for connections originating in mobile telephone networks is thus: for the service identification no. 0180 1 Peak tariff: 0.0075 DM/minute; Off-peak tariff: 0.0045 DM/minute; for the service identification no. 0180 2: 0.0143 DM/connection; for the service identification no. 0180 3: 0.0144 DM/minute; for the service identification no. 0180 4. 0.0391 DM/connection; for the service identification no. 0180 5: 0.0185 DM/minute. Page 23 Interconnection Contract with FirstMark Confidential SERVICE FIRSTMARK-O.11 CONNECTIONS TO THE SERVICE 0700 OF FIRSTMARK VALID UNTIL 29/02/2000 1 PRICE For the service FirstMark-O.11, Telekom will pay FirstMark the following prices: For connections from terrestrial networks: Monday to Friday 9 a.m. - 6 p.m. 0.1618 DM/minute (0.0827 EUR/minute)(1) Monday to Friday 6 p.m. - 9 p.m. 0.0666 DM/minute (0.0341 EUR/minute) Saturday, Sunday 9 a.m. - 9 p.m. 0.0666 DM/minute (0.0341 EUR/minute) Monday to Sunday 9 p.m. - 9 a.m. 0.0772 DM/minute (0.0395 EUR/minute) For connections from mobile telephone networks: Monday to Friday 9 a.m. - 6 p.m. 0.1271 DM/minute (0.0650 EUR/minute) Monday to Friday 6 p.m. - 9 p.m. 0.0319 DM/minute (0.0163 EUR/minute) Saturday, Sunday 9 a.m. - 9 p.m. 0.0319 DM/minute (0.0163 EUR/minute) Monday to Sunday 9 p.m. - 9 a.m. 0.0552 DM/minute (0.0282 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 1 Interconnection Contract with FirstMark Confidential 2 CALCULATION OF THE PRICES The price for the service FirstMark-O.11 is calculated according to the following formula: Price of the value-added service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of FirstMark - expenses saved for invoicing/bad debts of FirstMark -------------------------------------------------------------- = Price for the service FirstMark-O.11 2.1 PRICE OF THE VALUE-ADDED SERVICE For connections to the shared cost service 0700 of FirstMark, the Standard-form Contract Conditions of Telekom will be applied in the respective current version. The prices shown in them will be converted as follows into minute prices: Monday to Friday 9 a.m. - 6 p.m.: 60 SEC * 1 TU(1) ------------- Standard-form Contract Conditions time unit (30 sec) Monday to Friday 6 p.m. - 9 p.m., Saturday, Sunday 9 a.m. - 9 p.m., Monday to Sunday 9 p.m. - 9 a.m: 60 SEC * 1 TU ------------- Standard-form Contract Conditions time unit (60 sec) The converted Standard-form Contract Conditions price will then be: Monday to Friday 9 a.m. - 6 p.m.: 0.2068 DM/minute Monday to Friday 6 p.m. - 9 p.m.: 0.1034 DM/minute Saturday, Sunday 9 a.m. - 9 p.m.: 0.1034 DM/minute Monday to Sunday 9 p.m. - 9 a.m.: 0.1034 DM/minute The duration of the connection is measured in seconds. - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1034 DM. Page 2 Interconnection Contract with FirstMark Confidential 2.2 EXPENSES SAVED FOR THE TRANSPORT SERVICE OF FIRSTMARK Decisive for the calculation of the expenses of the transport service of FirstMark are the origin of the connection, the duration of the connection and the tariff times. The duration of connection is measured in seconds. For connections from terrestrial network, it is assumed that 90% of the connections originate in the telephone network of Telekom and 10% of the connections in other national terrestrial networks. The expense saved for the transport will be: For connections from terrestrial networks: Monday to Friday 9 a.m. - 6 p.m.: 0.0283 DM/minute Monday to Friday 6 p.m. - 9 p.m.: 0.0283 DM/minute Saturday, Sunday 9 a.m. - 9 p.m.: 0.0283 DM/minute Monday to Sunday 9 p.m. - 9 a.m.: 0.0177 DM/minute For connections from mobile telephone networks: Monday to Friday 9 a.m. - 6 p.m.: 0.0612 DM/minute Monday to Friday 6 p.m. - 9 p.m.: 0.0612 DM/minute Saturday, Sunday 9 a.m. - 9 p.m.: 0.0612 DM/minute Monday to Sunday 9 p.m. - 9 a.m.: 0.0379 DM/minute Page 3 Interconnection Contract with FirstMark Confidential 2.3 EXPENSES FOR INVOICING AND BAD DEBTS OF FIRSTMARK SAVED The expenses saved for invoicing and bad debts of FirstMark are, for connections originating in the telephone network of Telekom, 8% of the Standard-form Contract Conditions price in accordance with 2.1 and, for connections originating in other national terrestrial networks, 8% of the Standard-form Contract Conditions price in accordance with 2.1 plus a transit charge amounting to 0.0020 DM/minute. It is assumed thereby that 90% of the connections originate in the telephone network of Telekom and 10% of the connections in other national terrestrial networks. The expense saved for connections originating in terrestrial networks is thus: Monday to Friday 9 a.m. - 6 p.m.: 0.0167 DM/minute Monday to Friday 6 p.m. - 9 p.m.: 0.0085 DM/minute Saturday, Sunday 9 a.m. - 9 p.m.: 0.0085 DM/minute Monday to Sunday 9 p.m. - 9 a.m.: 0.0085 DM/minute The expenses saved for invoicing and bad debts of FirstMark for connections originating in mobile telephone networks are 8% of the Standard-form Contract Conditions in accordance with 2.1 plus a transit charge amounting to 0.0020 DM/minute. The expense saved for connections originating in mobile telephone networks is thus: Monday to Friday 9 a.m. - 6 p.m.: 0.0185 DM/minute Monday to Friday 6 p.m. - 9 p.m.: 0.0103 DM/minute Saturday, Sunday 9 a.m. - 9 p.m.: 0.0103 DM/minute Monday to Sunday 9 p.m. - 9 a.m.: 0.0103 DM/minute Page 4 Interconnection Contract with FirstMark Confidential SERVICE FIRSTMARK-O.11 CONNECTIONS TO THE SERVICE 0700 OF FIRSTMARK VALID FROM 01/03/2000 TO 31/03/2000 1 PRICE For the service FirstMark-O.11, Telekom will pay FirstMark the following prices: For connections from terrestrial networks: Monday to Friday 9 a.m. - 6 p.m. 0.1655 DM/minute (0.0846 EUR/minute)(1) remaining time: 0.0795 DM/minute (0.0406 EUR/minute) For connections from mobile telephone networks: Monday to Friday 9 a.m. - 6 p.m. 0.1351 DM/minute (0.0691 EUR/minute) remaining time: 0.0602 DM/minute (0.0308 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 5 Interconnection Contract with FirstMark Confidential 2 CALCULATION OF THE PRICES The price for the service FirstMark-O.11 is calculated according to the following formula: Price of the value-added service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of FirstMark - expenses saved for invoicing/bad debts of FirstMark -------------------------------------------------------------------- = Price for the service FirstMark-O.11 2.1 PRICE OF THE VALUE-ADDED SERVICE For connections to the shared cost service 0700 of FirstMark, the Standard-form Contract Conditions of Telekom will be applied in the respective current version. The prices shown in these will be converted as follows: Monday to Friday 9 a.m. - 6 p.m.: 60 SEC * 1 TU(1) Standard-form Contract Conditions time unit (30 sec) for the remaining time: 60 SEC * 1 TU Standard-form Contract Conditions time unit (60 sec) The converted Standard-form Contract Conditions price will then be: Monday to Friday 9 a.m. - 6 p.m. 0.2068 DM/minute remaining time: 0.1034 DM/minute The duration of the connection is measured in seconds. - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1034 DM. Page 6 Interconnection Contract with FirstMark Confidential 2.2 EXPENSES SAVED FOR THE TRANSPORT SERVICE OF FIRSTMARK Decisive for the calculation of the expenses of the transport service of FirstMark are the origin of the connection, the duration of the connection and the tariff times. The duration of connection is measured in seconds. For connections from terrestrial network, it is assumed that 90% of the connections originate in the telephone network of Telekom and 10% of the connections in other national terrestrial networks. The expense saved for the transport will be: For connections from terrestrial networks: Monday to Friday 9 a.m. - 6 p.m. 0.2046 DM/minute remaining time: 0.0154 DM/minute For connections from mobile telephone networks: Monday to Friday 9 a.m. - 6 p.m. 0.0532 DM/minute remaining time: 0.0329 DM/minute Page 7 Interconnection Contract with FirstMark Confidential 2.3 EXPENSES FOR INVOICING AND BAD DEBTS OF FIRSTMARK SAVED The expenses saved for invoicing and bad debts of FirstMark are, for connections originating in the telephone network of Telekom, 8% of the Standard-form Contract Conditions price in accordance with 2.1 and, for connections originating in other national terrestrial networks, 8% of the Standard-form Contract Conditions price in accordance with 2.1 plus a transit charge amounting to 0.0020 DM/minute. It is assumed thereby that 90% of the connections originate in the telephone network of Telekom and 10% of the connections in other national terrestrial networks. The expense saved for connections originating in terrestrial networks is thus: Monday to Friday 9 a.m. - 6 p.m. 0.0167 DM/minute remaining time: 0.0085 DM/minute The expenses saved for invoicing and bad debts of FirstMark for connections originating in mobile telephone networks are 8% of the Standard-form Contract Conditions in accordance with 2.1 plus a transit charge amounting to 0.0020 DM/minute. The expense saved for connections originating in mobile telephone networks is thus: Monday to Friday 9 a.m. - 6 p.m. 0.0185 DM/minute remaining time: 0.0103 DM/minute Page 8 Interconnection Contract with FirstMark Confidential SERVICE FIRSTMARK-O.11 CONNECTIONS TO THE SERVICE 0700 OF FIRSTMARK VALID FROM 01/04/2000 TO 31/01/2001 1 PRICE For the service FirstMark-O.11, Telekom will pay FirstMark the prices listed in the following less 0.0323 DM/connection for the signalling query to the central data base (IN). The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. 1.1 PRICES FROM IMPLEMENTATION OF THE CARRIER SELECTION PHASE II 1.1.1 Prices for connections originating in the telephone network of Telekom: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF I 0.1730 DM/minute 0.0842 DM/minute (0.0885 EUR/minute) (0.0431 EUR/minute)(1) II 0.1609 DM/minute 0.0775 DM/minute (0.0823 EUR/minute) (0.0396 EUR/minute) III 0.1532 DM/minute 0.0746 DM/minute (0.0783 EUR/minute) (0.0381 EUR/minute) IV 0.1454 DM/minute 0.0675 DM/minute (0.0743 EUR/minute) (0.0345 EUR/minute) For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted. - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 9 Interconnection Contract with FirstMark Confidential 1.1.2 PRICES FOR CONNECTIONS ORIGINATING IN OTHER TERRESTRIAL NETWORKS: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF I 0.1456 DM/minute 0.0655 DM/minute (0.0744 EUR/minute) (0.0335 EUR/minute)(1) II 0.1356 DM/minute 0.0647 DM/minute (0.0693 EUR/minute) (0.0331 EUR/minute) III 0.1315 DM/minute 0.0628 DM/minute (0.0672 EUR/minute) (0.0321 EUR/minute) IV 0.1128 DM/minute 0.0538 DM/minute (0.0577 EUR/minute) (0.0275 EUR/minute) For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted. 1.1.3 Prices for connections originating in mobile telephone networks: independent of PEAK TARIFF OFF-PEAK TARIFF distance 0.1191 DM/minute 0.0480 DM/minute (0.0609 EUR/minute) (0.0245 EUR/minute) For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted. 1.2 PRICES FOR THE TRANSITION PERIOD UP TO IMPLEMENTATION OF THE CARRIER SELECTION PHASE II Up to the point of time at which, through the implementation of the carrier selection phase II, the selection of the connection network operator for connections to value-added services is suppressed, separate measurement and invoicing of the connections originating in the telephone network of Telekom and originating in other terrestrial networks is not possible. For this period, the following prices determined on the basis of a mixed calculation less 0.0323 DM/connection will be applied in the invoice for the signalling query to the central data base (IN). - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 10 Interconnection Contract with FirstMark Confidential 1.2.1 Prices for connections from terrestrial networks: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF I 0.01676 DM/minute 0.0806 DM/minute (0.0857 EUR/minute) (0.0412 EUR/minute)(1) II 0.1567 DM/minute 0.0745 DM/minute (0.0801 EUR/minute) (0.0381 EUR/minute) III 0.1498 DM/minute 0.0719 DM/minute (0.0766 EUR/minute) (0.0368 EUR/minute) IV 0.1428 DM/minute 0.0655 DM/minute (0.0730 EUR/minute) (0.0335 EUR/minute) For connections from terrestrial network, it is assumed that 90% of the connections originate in the telephone network of Telekom and 10% of the connections in other national terrestrial networks. For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted. 1.2.2 Prices for connections from mobile telephone networks: independent of PEAK TARIFF OFF-PEAK TARIFF distance 0.1191 DM/minute 0.0480 DM/minute (0.0609 EUR/minute) (0.0245 EUR/minute) For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted. 2 CALCULATION OF THE PRICES The price for the service FirstMark-O.11 is calculated according to the following formula: Price of the value-added service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of FirstMark (including the signalling query to the central data base (IN)) - expenses saved for invoicing/bad debts of FirstMark ------------------------------------------------------------------------ = Price for the service FirstMark-O.11 - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 11 Interconnection Contract with FirstMark Confidential 2.1 PRICE OF THE VALUE-ADDED SERVICE For connections to the shared cost service 0700 of FirstMark, the Standard-form Contract Conditions of Telekom will be applied in the respective current version. The prices shown in these will be converted as follows: Peak tariff: 60 SEC * 1 TU(1) Standard-form Contract Conditions time unit (30 sec) Off-peak tariff: 60 SEC * 1 TU Standard-form Contract Conditions time unit (60 sec) The converted Standard-form Contract Conditions price will then be: Peak tariff: 0.2066 DM/minute Off-peak tariff: 0.1033 DM/minute The duration of the connection is measured in seconds. 2.2 EXPENSES FOR INVOICING AND BAD DEBTS OF FIRSTMARK SAVED Decisive for the calculation of the expenses of the transport service of FirstMark are the origin of the connection, the duration of the connection, the distance, number of connections, the duration of the connection and the tariff times. The duration of connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to FirstMark (locations of interconnection) and the distance measuring point of the local network area at which the connections are timed. The tariff areas are determined as follows: Allotted to the TARIFF AREA I are: connections which are established by junctions in the telephone network of Telekom in the local network area in which the connections are transferred. Connections which are established by junctions in the telephone network of Telekom in the local network areas which border directly on the local network area in which the connections are transferred. - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1033 DM. Page 12 Interconnection Contract with FirstMark Confidential Connections which are established by junctions in the telephone network of Telekom in the local network areas at a tariff distance of maximum 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established by junctions in the telephone network of Telekom in the local network areas at a tariff distance of maximum 50 from the local network in which the connections are transferred provided that they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which established by junctions in the telephone network of Telekom in the local network areas at a tariff distance of more than 50 km and up to maximum 200 km from the local network area in which the connections are transferred. Allotted to the TARIFF AREA IV are: connections which are established by junctions in the telephone network of Telekom local network areas at a tariff distance of more than 200 km from the local network area in which the connections are transferred. 2.2.1 The expenses saved for the transport will be from implementation of the carrier selection phase II: For connections originating in the telephone network of Telekom: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF I 0.0171 DM/minute 0.0108 DM/minute II 0.0292 DM/minute 0.0175 DM/minute III 0.0369 DM/minute 0.0204 DM/minute IV 0.0447 DM/minute 0.0275 DM/minute For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted. For connections originating in other terrestrial networks: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF I 0.0425 DM/minute 0.0275 DM/minute II 0.0525 DM/minute 0.0283 DM/minute III 0.0565 DM/minute 0.0303 DM/minute IV 0.0753 DM/minute 0.0392 DM/minute Page 13 Interconnection Contract with FirstMark Confidential For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted. For connections originating in mobile telephone networks: independent of distance PEAK TARIFF OFF-PEAK TARIFF 0.0689 DM/minute 0.0450 DM/minute For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted. 2.2.2 The expense saved for the transport up to implementation of the carrier selection phase II will be: For connections from terrestrial networks: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF I 0.0223 DM/minute 0.0142 DM/minute II 0.0332 DM/minute 0.0203 DM/minute III 0.0401 DM/minute 0.0229 DM/minute IV 0.0471 DM/minute 0.0293 DM/minute For connections from terrestrial network, it is assumed that 90% of the connections originate in the telephone network of Telekom and 10% of the connections in other national terrestrial networks. For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted. For connections from mobile telephone networks: independent of distance PEAK TARIFF OFF-PEAK TARIFF 0.0689 DM/minute 0.0450 DM/minute For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted. Page 14 Interconnection Contract with FirstMark Confidential 2.3 EXPENSES FOR INVOICING AND BAD DEBTS OF FIRSTMARK SAVED The expenses saved for invoicing and bad debts of FirstMark are, for connections originating in the telephone network of Telekom, 8% of the Standard-form Contract Conditions price in accordance with 2.1 and, for connections originating in other national terrestrial networks, 8% of the Standard-form Contract Conditions price in accordance with 2.1 plus a transit charge amounting to 0.0020 DM/minute. 2.3.1 The expense saved for invoicing and bad debts of FirstMark from implementation of the carrier selection phase II The expense saved for connections originating in the telephone network of Telekom is thus: PEAK TARIFF OFF-PEAK TARIFF 0.0165 DM/minute 0.0083 DM/minute The expense saved for connections originating in other terrestrial and mobile telephone networks is thus: PEAK TARIFF OFF-PEAK TARIFF 0.0185 DM/minute 0.0103 DM/minute 2.3.2 The expense saved for invoicing and bad debts of FirstMark from implementation of the carrier selection phase II The expense saved for connections originating in terrestrial networks is thus: PEAK TARIFF OFF-PEAK TARIFF 0.0167 DM/minute 0.0085 DM/minute It is assumed thereby that 90% of the connections originate in the telephone network of Telekom and 10% of the connections in other national terrestrial networks. The expense saved for connections originating in mobile telephone networks is thus: PEAK TARIFF OFF-PEAK TARIFF 0.0185 DM/minute 0.0103 DM/minute Page 15 Interconnection Contract with FirstMark Confidential SERVICE FIRSTMARK-O.12 CONNECTIONS ORIGINATING IN THE NATIONAL TELEPHONE NETWORK OF FIRSTMARK TO ONLINE SERVICES IN THE NETWORK OF TELEKOM VALID FROM 01/01/2000 TO 29/02/2000 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to Telekom (locations of interconnection) and the distance measuring point of the local network area at which the connections are timed. The tariff areas are determined as follows: Allotted to the TARIFF AREA I are: connections which are established by junctions in the telephone network of FirstMark in the local network area in which the connections are transferred. Connections which are established by junctions in the telephone network of FirstMark in the local network areas which border directly on the local network area in which the connections are transferred. Connections which are established by junctions in the telephone network of FirstMark in the local network areas at a tariff distance of maximum 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established by junctions in the telephone network of FirstMark in the local network areas at a tariff distance of maximum 50 from the local network in which the connections are transferred provided that they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which established by junctions in the telephone network of FirstMark in the local network areas at a tariff distance of more than 50 km and up to maximum 200 km from the local network area in which the connections are transferred. Allotted to the TARIFF AREA IV are: connections which are established by junctions in the telephone network of FirstMark local network areas at a tariff distance of more than 200 km from the local network area in which the connections are transferred. Page 1 Interconnection Contract with FirstMark Confidential In exceptional cases, the tariff distance of the local network area in which the connections are established to the local network area in which the connections are transferred to Telekom (locations of interconnection) can be greater than the tariff distance to another location of interconnection with Telekom. In this case, the tariff area with the tariff distance to the local network of the closest location of interconnection with Telekom is applied. 1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: STANDARD TARIFF The standard tariff is applied in the time from 9 a.m. to 9 p.m. OFF-PEAK TARIFF The off-peak tariff is applied in the time from 9 p.m. to 9 a.m. 2 PRICE For the establishment of the connection and the maintenance of the connection, the prices determined by regulation decisions will be applied provisionally for this feed service first of all as downpayment for the service B.2. TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF I 0.0197 DM/minute 0.0124 DM/minute (0.01007 EUR/minute) (0.00634 EUR/minute) II 0.0336 DM/minute 0.0202 DM/minute (0.01718 EUR/minute) (0.01033 EUR/minute) III 0.0425 DM/minute 0.0235 DM/minute (0.02173 EUR/minute) (0.01202 EUR/minute) IV 0.0514 DM/minute 0.0316 DM/minute (0.02628 EUR/minute) (0.01616 EUR/minute) Page 2 Interconnection Contract with FirstMark Confidential The invoices for the service FirstMark-B.1 for the months January 2000 and February 2000 will be cancelled retroactively and the charges from April 2000 invoiced on the basis of the following charges retroactively. FirstMark will pay Telekom the respective difference. TARIFF AREA STANDARD TARIFF OFF-PEAK TARIFF I 0.0149 DM/minute 0.0094 DM/minute (0.0076 EUR/minute) (0.0048 EUR/minute)(1) II 0.0254 DM/minute 0.0153 DM/minute (0.0130 EUR/minute) (0.0078 EUR/minute) III 0.0321 DM/minute 0.0178 DM/minute (0.0164 EUR/minute) (0.0091 EUR/minute) IV 0.0388 DM/minute 0.0239 DM/minute (0.0199 EUR/minute) (0.0122 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 3 Interconnection Contract with FirstMark Confidential SERVICE FIRSTMARK-O.12 CONNECTIONS ORIGINATING IN THE NATIONAL TELEPHONE NETWORK OF FIRSTMARK TO ONLINE SERVICES IN THE NETWORK OF TELEKOM VALID FROM 01/03/2000 TO 31/01/2001 1 PRICE STRUCTURE 1.1 Decisive for the calculation of the prices for the establishment of the connection and the maintenance of the connection are the duration of the connection, the distance and the tariff times. The duration of the connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to Telekom (locations of interconnection) and the distance measuring point of the local network area at which the connections are timed. The tariff areas are determined as follows: Allotted to the TARIFF AREA I are: connections which are established by junctions in the telephone network of FirstMark in the local network area in which the connections are transferred. Connections which are established by junctions in the telephone network of FirstMark in the local network areas which border directly on the local network area in which the connections are transferred. Connections which are established by junctions in the telephone network of FirstMark in the local network areas at a tariff distance of maximum 20 km to the local network area in which the connections are transferred. Allotted to the TARIFF AREA II are: connections which are established by junctions in the telephone network of FirstMark in the local network areas at a tariff distance of maximum 50 from the local network in which the connections are transferred provided that they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which established by junctions in the telephone network of FirstMark in the local network areas at a tariff distance of more than 50 km and up to maximum 200 km from the local network area in which the connections are transferred. Allotted to the TARIFF AREA IV are: connections which are established by junctions in the telephone network of FirstMark local network areas at a tariff distance of more than 200 km from the local network area in which the connections are transferred. Page 4 Interconnection Contract with FirstMark Confidential In exceptional cases, the tariff distance of the local network area in which the connections are established to the local network area in which the connections are transferred to Telekom (locations of interconnection) can be greater than the tariff distance to another location of interconnection with Telekom. In this case, the tariff area with the tariff distance to the local network of the closest location of interconnection with Telekom is applied. 1.2 The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. 2 PRICE For the establishment of the connection and the maintenance of a connection, the prices determined by regulation decisions will be applied for this feed service. TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF I 0.0171 DM/minute 0.0108 DM/minute (0.0088 EUR/minute) (0.0055 EUR/minute) II 0.0292 DM/minute 0.0175 DM/minute (0.0149 EUR/minute) (0.0090 EUR/minute) III 0.0369 DM/minute 0.0204 DM/minute (0.0189 EUR/minute) (0.0104 EUR/minute) IV 0.0447 DM/minute 0.0275 DM/minute (0.0228 EUR/minute) (0.0140 EUR/minute) Page 5 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.4 CONNECTIONS TO THE SERVICE 0190 1-9 OF FIRSTMARK - IN THE ONLINE BILLING PROCESS - VALID FROM 01/01/2000 TO 29/02/2000 1 PRICE For the service FirstMark-Z.4, Telekom will pay FirstMark the following prices depending on the respective service code and the tariff times: SERVICE STANDARD TARIFF OFF-PEAK TARIFF IDENTIFICATION NO. 0190 1-3, 0190 5 0.9313 DM/minute 0.9419 DM/minute (0.4761 EUR/minute) (0.4816 EUR/minute)(1) 0190 4, 0190 6 0.6114 DM/minute 0.6220 DM/minute (0.3126 EUR/minute) (0.3180 EUR/minute) 0190 7, 0190 9 1.8908 DM/minute 1.9014 DM/minute (0.9668 EUR/minute) (0.9722 EUR/minute) 0190 8 2.8504 DM/minute 2.8610 DM/minute (1.4574 EUR/minute) (1.4628 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 1 Interconnection Contract with FirstMark Confidential 2 CALCULATION OF THE PRICES The price for the service FirstMark-Z.4 is calculated according to the following formula: Price of the value-added service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of FirstMark expenses saved for invoicing/bad debts of FirstMark -------------------------------------------------------------------- = Price for the service FirstMark-Z.4 2.1 PRICE OF THE VALUE-ADDED SERVICE For connections to the shared cost service 0190 1-9 of FirstMark, the Standard-form Contract Conditions of Telekom will be applied in the respective current version. The prices shown in them will be converted as follows into minute prices: for the service identification no. 0190 1-3, 190 5: 60 SEC * 1 TU(1) Standard-form Contract Conditions time unit (6 sec) for the service identification no. 0190 4, 190 6: 60 SEC * 1 TU Standard-form Contract Conditions time unit (9 sec) for the service identification no. 0190 7, 190 9: 60 SEC * 1 TU Standard-form Contract Conditions time unit (3 sec) for the service identification no. 0190 8: 60 SEC * 1 TU Standard-form Contract Conditions time unit (2 sec) The converted Standard-form Contract Conditions are at present: FOR THE SERVICE IDENTIFICATION NOS. PRICE 0190 1-3, 0190 5 1.0430 DM/minute 0190 4, 0190 6 0.6953 DM/minute 0190 7, 0190 9 2.0860 DM/minute 0190 8 3.1290 DM/minute The duration of the connection is measured in seconds. - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1043 DM. Page 2 Interconnection Contract with FirstMark Confidential 2.2 EXPENSES SAVED FOR THE TRANSPORT SERVICE OF FIRSTMARK Decisive for the calculation of the expenses of the transport service of FirstMark are the duration of the connection and the tariff times. The duration of connection is measured in seconds. STANDARD TARIFF OFF-PEAK TARIFF 0.0283 DM/minute 0.0177 DM/minute 2.3 EXPENSES FOR INVOICING AND BAD DEBTS OF FIRSTMARK SAVED The expenses saved for invoicing and for bad debts of FirstMark amount to the following percentage shares of the Standard-form Contract Conditions in accordance with 2.1: FOR THE SERVICE IDENTIFICATION NUMBERS INVOICE EXPENSE SAVED 0190 1-3, 0190 5 4.5 % 0.0469 DM/minute 0190 4, 0190 6 4.5 % 0.0313 DM/minute 0190 7, 0190 9 4.5 % 0.0939 DM/minute 0190 8 4.5 % 0.1408 DM/minute FOR THE SERVICE IDENTIFICATION NUMBERS BAD DEBT EXPENSE SAVED 0190 1-3, 0190 5 3.5 % 0.0365 DM/minute 0190 4, 0190 6 3.5 % 0.0243 DM/minute 0190 7, 0190 9 3.5 % 0.0730 DM/minute 0190 8 3.5 % 0.1095 DM/minute Telekom is entitled, within 6 months of receipt of the invoice, to demand re-calculation of the bad debt risk for the respective settlement period on the basis of the bad debt risk determined by it statistically. FirstMark will compensate the resulting differential. Page 3 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.4 CONNECTIONS TO THE SERVICE 0190 1-9 OF FIRSTMARK - IN THE ONLINE BILLING PROCESS - VALID FROM 01/03/2000 TO 31/03/2000 1 PRICE For the service FirstMark-Z.4, Telekom will pay FirstMark the following prices depending on the respective service code and the tariff times: SERVICE PEAK TARIFF OFF-PEAK TARIFF IDENTIFICATION NO. 0190 1-3, 0190 5 0.9350 DM/minute 0.9442 DM/minute (0.4781 EUR/minute) (0.4828 EUR/minute)(1) 0190 4, 0190 6 0.6151 DM/minute 0.6243 DM/minute (0.3145 EUR/minute) (0.3192 EUR/minute) 0190 7, 0190 9 1.8945 DM/minute 1.9037 DM/minute (0.9686 EUR/minute) (0.9733 EUR/minute) 0190 8 2.8541 DM/minute 2.8633 DM/minute (1.4593 EUR/minute) (1.4640 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points Page 4 Interconnection Contract with FirstMark Confidential 2 CALCULATION OF THE PRICES The price for the service FirstMark-Z.4 is calculated according to the following formula: Price of the value-added service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of FirstMark expenses saved for invoicing/bad debts of FirstMark -------------------------------------------------------------------- = Price for the service FirstMark-Z.4 2.1 PRICE OF THE VALUE-ADDED SERVICE For connections to the shared cost service 0190 1-9 of FirstMark, the Standard-form Contract Conditions of Telekom will be applied in the respective current version. The prices shown in them will be converted as follows into minute prices: for the service identification no. 0190 1-3, 190 5: 60 SEC * 1 TU(1) Standard-form Contract Conditions time unit (6 sec) for the service identification no. 0190 4, 190 6: 60 SEC * 1 TU Standard-form Contract Conditions time unit (9 sec) for the service identification no. 0190 7, 190 9: 60 SEC * 1 TU Standard-form Contract Conditions time unit (3 sec) for the service identification no. 0190 8: 60 SEC * 1 TU Standard-form Contract Conditions time unit (2 sec) The converted Standard-form Contract Conditions are at present: FOR THE SERVICE IDENTIFICATION NOS. PRICE 0190 1-3, 0190 5 1.0430 DM/minute 0190 4, 0190 6 0.6953 DM/minute 0190 7, 0190 9 2.0860 DM/minute 0190 8 3.1290 DM/minute The duration of the connection is measured in seconds. - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1043 DM. Page 5 Interconnection Contract with FirstMark Confidential 2.2 EXPENSES SAVED FOR THE TRANSPORT SERVICE OF FIRSTMARK Decisive for the calculation of the expenses of the transport service of FirstMark are the duration of the connection and the tariff times. The duration of connection is measured in seconds. PEAK TARIFF OFF-PEAK TARIFF 0.0246 DM/minute 0.0154 DM/minute 2.3 EXPENSES FOR INVOICING AND BAD DEBTS OF FIRSTMARK SAVED The expenses saved for invoicing and for bad debts of FirstMark amount to the following percentage shares of the Standard-form Contract Conditions in accordance with 2.1: FOR THE SERVICE IDENTIFICATION NUMBERS INVOICE EXPENSE SAVED 0190 1-3, 0190 5 4.5 % 0.0469 DM/minute 0190 4, 0190 6 4.5 % 0.0313 DM/minute 0190 7, 0190 9 4.5 % 0.0939 DM/minute 0190 8 4.5 % 0.1408 DM/minute FOR THE SERVICE IDENTIFICATION NUMBERS BAD DEBT EXPENSE SAVED 0190 1-3, 0190 5 3.5 % 0.0365 DM/minute 0190 4, 0190 6 3.5 % 0.0243 DM/minute 0190 7, 0190 9 3.5 % 0.0730 DM/minute 0190 8 3.5 % 0.1095 DM/minute Telekom is entitled, within 6 months of receipt of the invoice, to demand re-calculation of the bad debt risk for the respective settlement period on the basis of the bad debt risk determined by it statistically. FirstMark will compensate the resulting differential. Page 6 Interconnection Contract with FirstMark Confidential SERVICE TELEKOM-Z.4 CONNECTIONS TO THE SERVICE 0190 1-9 OF FIRSTMARK - IN THE ONLINE BILLING PROCESS - VALID FROM 01/04/2000 TO 31/01/2001 1 PRICE For the service FirstMark-Z.4, Telekom will pay FirstMark the prices listed in the following less 0.0323 DM/connection for the signalling query to the central data base (IN) depending on the respective service code. The following tariff times are applied for the prices for the establishment of the connection and the maintenance of the connection: PEAK TARIFF The peak tariff is applied on working days in the time from 9 a.m. to 6 p.m. OFF-PEAK TARIFF The off-peak tariff is applied on working days in the time between 6 p.m. and 9 a.m. and on Saturdays and Sundays and federal-wide public holidays from 0 a.m. to 0 a.m. 1.1 PRICES FROM IMPLEMENTATION OF THE CARRIER SELECTION PHASE II Prices for connections originating in the telephone network of Telekom: Service identification number 0190 1-3, 5 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF I 0.9415 DM/minute 0.9478 DM/minute (0.4814 EUR/minute) (0.4846 EUR/minute)(1) II 0.9294 DM/minute 0.9411 DM/minute (0.4752 EUR/minute) (0.4812 EUR/minute) III 0.9217 DM/minute 0.9382 DM/minute (0.4713 EUR/minute) (0.4797 EUR/minute) IV 0.9139 DM/minute 0.9311 DM/minute (0.4673 EUR/minute) (0.4761 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 7 Interconnection Contract with FirstMark Confidential Service identification number 0190 4, 6 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF I 0.6219 DM/minute 0.6282 DM/minute (0.3180 EUR/minute) (0.3212 EUR/minute)(1) II 0.6098 DM/minute 0.6215 DM/minute (0.3118 EUR/minute) (0.3178) EUR/minute) III 0.6021 DM/minute 0.6186 DM/minute (0.3078 EUR/minute) (0.3163 EUR/minute) IV 0.5943 DM/minute 0.6115 DM/minute (0.3039 EUR/minute) (0.3127 EUR/minute) Service identification number 0190 7, 9 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF I 1.9002 DM/minute 1.9065 DM/minute (0.9716 EUR/minute) (0.9748 EUR/minute) II 1.8881 DM/minute 1.8998 DM/minute (0.9654 EUR/minute) (0.9714) EUR/minute) III 1.8804 DM/minute 1.8969 DM/minute (0.9614 EUR/minute) (0.9699 EUR/minute) IV 1.8726 DM/minute 1.8898 DM/minute (0.9574 EUR/minute) (0.9662 EUR/minute) Service identification number 0190 8 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF I 2.8588 DM/minute 2.8651 DM/minute (1.4617 EUR/minute) (1.4649 EUR/minute) II 2.8467 DM/minute 2.8584 DM/minute (1.4555 EUR/minute) (1.4615) EUR/minute) III 2.8390 DM/minute 2.8555 DM/minute (1.4516 EUR/minute) (1.4600 EUR/minute) IV 2.8312 DM/minute 2.8484 DM/minute (1.4476 EUR/minute) (1.4454 EUR/minute) For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted. - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 8 Interconnection Contract with FirstMark Confidential 1.2 PRICES FROM IMPLEMENTATION OF THE CARRIER SELECTION PHASE II Prices for connections originating in the telephone network of Telekom: Service identification number 0190 1-3, 5 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF I 0.9363 DM/minute 0.9444 DM/minute (0.4787 EUR/minute) (0.4829 EUR/minute)(1) II 0.9254 DM/minute 0.9383 DM/minute (0.4731 EUR/minute) (0.4797) EUR/minute) III 0.9185 DM/minute 0.9357 DM/minute (0.4696 EUR/minute) (0.4784 EUR/minute) IV 0.9115 DM/minute 0.9293 DM/minute (0.4660 EUR/minute) (0.4751 EUR/minute) Service identification number 0190 4, 6 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF I 0.6167 DM/minute 0.6248 DM/minute (0.3153 EUR/minute) (0.3195 EUR/minute) II 0.6058 DM/minute 0.6187 DM/minute (0.3097 EUR/minute) (0.3163) EUR/minute) III 0.5989 DM/minute 0.6161 DM/minute (0.3062 EUR/minute) (0.3150 EUR/minute) IV 0.5919 DM/minute 0.6097 DM/minute (0.3026 EUR/minute) (0.3117 EUR/minute) Service identification number 0190 7, 9 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF I 1.8950 DM/minute 1.9031 DM/minute (0.9689 EUR/minute) (0.9730 EUR/minute) II 1.8841 DM/minute 1.8970 DM/minute (0.9633 EUR/minute) (0.9699) EUR/minute) III 1.8772 DM/minute 1.8944 DM/minute (0.9598 EUR/minute) (0.9686 EUR/minute) IV 1.8702 DM/minute 1.8880 DM/minute (0.9562 EUR/minute) (0.9653 EUR/minute) - ---------- (1) The priced in EUR are rounded off to four decimal points. Page 9 Interconnection Contract with FirstMark Confidential Service identification number 0190 8 TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF I 2.8536 DM/minute 2.8617 DM/minute (1.4590 EUR/minute) (1.4632 EUR/minute)(1) II 2.8427 DM/minute 2.8556 DM/minute (1.4534 EUR/minute) (1.4600) EUR/minute) III 2.8358 DM/minute 2.8530 DM/minute (1.4499 EUR/minute) (1.4587 EUR/minute) IV 2.8288 DM/minute 2.8466 DM/minute (1.4463 EUR/minute) (1.4554 EUR/minute) For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted. 2 CALCULATION OF THE PRICES The price for the service FirstMark-Z.4 is calculated according to the following formula: Price of the value-added service (calculated on the basis of the Standard-form Contract Conditions price for the value-added service of Telekom) - expenses saved for the transport service of FirstMark (including the signalling query to the central data base (IN)) - expenses saved for invoicing/bad debts of FirstMark -------------------------------------------------------------------- = Price for the service FirstMark-Z.4 2.1 PRICE OF THE VALUE-ADDED SERVICE For connections to the service 0190 1-9 of FirstMark, the Standard-form Contract Conditions of Telekom will be applied in the respective current version. The prices shown in them will be converted as follows into minute prices: for the service code 0190 1-3, 0190 5: 60 SEC * 1 TU Standard-form Contract Conditions time unit (6 sec) for the service code 0190 4, 0190 6: 60 SEC * 1 TU(2) Standard-form Contract Conditions time unit (9 sec) - ---------- (1) The priced in EUR are rounded off to four decimal points. (2) 1 TU = 1 tariff unit which is at present 0.1042 DM. Page 10 Interconnection Contract with FirstMark Confidential for the service code 0190 7, 0190 9: 60 SEC * 1 TU(1) Standard-form Contract Conditions time unit (3 sec) for the service code 0190 8: 60 SEC * 1 TU Standard-form Contract Conditions time unit (2 sec) The converted Standard-form Contract Conditions are at present: FOR THE SERVICE IDENTIFICATION NOS. PRICE 0190 1-3, 0190 5 1.0420 DM/minute 0190 4, 0190 6 0.6947 DM/minute 0190 7, 0190 9 2.0840 DM/minute 0190 8 3.1260 DM/minute The duration of the connection is measured in seconds. 2.3 EXPENSES FOR INVOICING AND BAD DEBTS OF FIRSTMARK SAVED Decisive for the calculation of the expenses of the transport service are the number of connections, the duration of the connection, the distance and the tariff times. The duration of connection is measured in seconds. The distance of the tariff is measured between the distance measuring point of the local network area at which the connections are transferred to FirstMark (locations of interconnection) and the distance measuring point of the local network area at which the connections are timed. The tariff areas are determined as follows: Allotted to the TARIFF AREA I are: connections which are established by junctions in the telephone network of Telekom in the local network area in which the connections are transferred. Connections which are established by junctions in the telephone network of Telekom in the local network areas which border directly on the local network area in which the connections are transferred. Connections which are established by junctions in the telephone network of Telekom in the local network areas at a tariff distance of maximum 20 km to the local network area in which the connections are transferred. - ---------- (1) 1 TU = 1 tariff unit which is at present 0.1033 DM. Page 11 Interconnection Contract with FirstMark Confidential Allotted to the TARIFF AREA II are: connections which are established by junctions in the telephone network of Telekom in the local network areas at a tariff distance of maximum 50 from the local network in which the connections are transferred provided that they do not belong to Tariff Area I. Allotted to the TARIFF AREA III are: connections which established by junctions in the telephone network of Telekom in the local network areas at a tariff distance of more than 50 km and up to maximum 200 km from the local network area in which the connections are transferred. Allotted to the TARIFF AREA IV are: connections which are established by junctions in the telephone network of Telekom local network areas at a tariff distance of more than 200 km from the local network area in which the connections are transferred. 2.2.1 The expenses saved for the transport will be from implementation of the carrier selection phase II: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF I 0.0171 DM/minute 0.0108 DM/minute II 0.0292 DM/minute 0.0175 DM/minute III 0.0369 DM/minute 0.0204 DM/minute IV 0.0447 DM/minute 0.0275 DM/minute For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted. 2.2.2 The expense saved for the transport up to implementation of the carrier selection phase II will be: TARIFF AREA PEAK TARIFF OFF-PEAK TARIFF I 0.0223 DM/minute 0.0142 DM/minute II 0.0332 DM/minute 0.0203 DM/minute III 0.0401 DM/minute 0.0229 DM/minute IV 0.0471 DM/minute 0.0293 DM/minute For the signalling query to the central data base (IN), an event-related price amounting to 0.0323 DM/connection is deducted. Page 12 Interconnection Contract with FirstMark Confidential 2.3 EXPENSES FOR INVOICING AND BAD DEBTS OF FIRSTMARK SAVED The expenses saved for invoicing and for bad debts of FirstMark amount to the following percentage shares of the Standard-form Contract Conditions in accordance with 2.1: FOR THE SERVICE IDENTIFICATION NUMBERS INVOICE EXPENSE SAVED 0190 1-3, 0190 5 4.5 % 0.0469 DM/minute 0190 4, 0190 6 4.5 % 0.0313 DM/minute 0190 7, 0190 9 4.5 % 0.0938 DM/minute 0190 8 4.5 % 0.1407 DM/minute FOR THE SERVICE IDENTIFICATION NUMBERS BAD DEBT EXPENSE SAVED 0190 1-3, 0190 5 3.5 % 0.0365 DM/minute 0190 4, 0190 6 3.5 % 0.0243 DM/minute 0190 7, 0190 9 3.5 % 0.0729 DM/minute 0190 8 3.5 % 0.1094 DM/minute Telekom is entitled, within 6 months of receipt of the invoice, to demand re-calculation of the bad debt risk for the respective settlement period on the basis of the bad debt risk determined by it statistically. FirstMark will compensate the resulting differential. Page 13 ENCLOSURE E QUALITY Page 1 LIST OF CONTENTS 1 QUALITY PARAMETER OF TELEKOM 3 1.1 Provision period 3 THE PERIODS FOR PROVISION AT QUARTERLY ADAPTATION OF THE PLANNING ARRANGEMENT ARE SUBJECT TO THE REGULATIONS IN ACCORDANCE WITH ANNEX B - ORDER/PROVISION, PART 1. 3 1.1.1 SECURING A DATE PROMISED FOR PROVISION OR A PROVISION PERIOD PROMISED IN ACCORDANCE WITH POINT 1.1 4 1.2 Fault clearance times 4 1.2.1 TYPES AND DESCRIPTION OF FAULTS 4 1.2.2 FAULT CLEARANCE OPTIONS AND TIMES 5 1.2.3 SECURING THE CLEARANCE TIMES 5 1.3 Availability 6 1.3.1 DEFINITION 6 1.3.2 AVAILABILITY FIGURES 6 1.3.3 VERIFICATION OF NON-AVAILABILITY 6 1.4 Network transmission probability 7 1.4.1 DEFINITION 7 1.4.2 NETWORK TRANSMISSION PROBABILITY FOR THE SERVICES IN ACCORDANCE WITH ENCLOSURE C - SERVICES PORTFOLIO 7 1.4.3 PROCESS FOR INVESTIGATING THE NETWORK TRANSMISSION PROBABILITY 8 1.4.4 CONSEQUENCES OF THE INVESTIGATION OF THE NETWORK TRANSMISSION PROBABILITY 8 2 QUALITY PARAMETER OF FIRSTMARK 8 2.1 Clearance times 8 2.2 Probability of loss to the ICAs 8 2.3 Network transmission probability 8 Page 2 Interconnection Contract with FirstMark Confidential 1 QUALITY PARAMETER OF TELEKOM 1.1 PROVISION PERIOD Telekom will provide the ICAs (interconnection junctions), the necessary traffic capacity and the configuration measures in your telephone network in accordance with the process determined in ANNEX B - ORDER/PROVISION. Telekom will not exceed the following provision periods: - -------------------------------------------------------------------------------- A) Order at a new location of interconnection 12 months - -------------------------------------------------------------------------------- B) Order at a further location of interconnection 6 months - -------------------------------------------------------------------------------- C) Order of an extension of capacity to an existing location 3 months of interconnection within the framework of the bandwidth of the existing transmission systems - -------------------------------------------------------------------------------- D) Order of configuration measures in the telephone 3 months, at the network of Telekom earliest 2 working days after starting operation of the ICA - -------------------------------------------------------------------------------- In deviation from the above-mentioned periods, provision will only take place within the framework of the existing technical and operational possibilities if a) provision does not lie within the planning arrangements carried out in accordance with ANNEX B - ORDER/PROVISION, part 1 and within the limits of tolerance stated there, or b) for the realisation of an order "customer-sited with two-way-routing" or "customer-sized with double support and two-way-routing", the construction of a supplementary system is necessary or c) provision is subject to influence through third parties (such as, for example, the granting of necessary approvals, requirements imposed by local bodies, conflicting legal claims of private parties) or and act of God or d) the order takes place for the start phase stated in ANNEX B - ORDER/PROVISION, part 1. The periods for provision at quarterly adaptation of the planning arrangement are subject to the regulations in accordance with ANNEX B - ORDER/PROVISION, part 1. Page 3 Interconnection Contract with FirstMark Confidential 1.1.1 SECURING A DATE PROMISED FOR PROVISION OR A PROVISION PERIOD PROMISED IN ACCORDANCE WITH POINT 1.1 If Telekom does not adhere to a date for a provision of an ICA promised by means of the conformation of order or if it exceeds a provision period promised in accordance with point 1.1, Telekom as FirstMark a contract penalty in accordance with ENCLOSURE D - PRICE independent of exceeding the promised date for provision or the provision period in accordance with point 1.1. The obligation for payment of a contract penalty also exists if the date for provision is postponed in agreement at the instigation of Telekom, however not in cases in which FirstMark is responsible for delayed provision. The contract penalty will be set-off against demands from this contractual relationship. 1.2 FAULT CLEARANCE TIMES 1.2.1 TYPES AND DESCRIPTION OF FAULTS Telekom differentiates in the specification of faults the following types of faults: o complete fault (all channels of an ICA are faulty); o part fault (some channels of an ICA are faulty); o other errors. The causes of these above-mentioned types of faults are differentiated as follows: o error lies with FirstMark; o error lies with Telekom (technical line, transmission or switching error); o no error can be established in the networks of the contract partners. The duration of the fault is calculated from the time difference between receipt of the fault notification (decisive is the time mark of the fax machine) at the faults registration point stated in ANNEX H - CONTACT PERSON and receipt of notification of clearance by the fault clearance point at the registration point of FirstMark stated in ANNEX H - CONTACT PERSON. On those errors are counted as faults which last for longer than 10 minutes. Errors which do not last for ten minutes are regarded as faults if they reach a duration of 10 minutes within a period of one hour an accumulative complete or part fault of 10 minutes. Hindrance of the clearance for which FirstMark is responsible or support not provided in accordance with ANNEX D - OPERATION, point 5.3, will not be counted towards the fault time. Page 4 Interconnection Contract with FirstMark Confidential 1.2.2 FAULT CLEARANCE OPTIONS AND TIMES Telekom offers the following fault clearance options for the ICAs: 1.2.2.1 STANDARD CLEARANCE Clearance will take place within the following periods after receipt of the fault notification: (I) for ICAs in the models "Customer-sited" within 24 hours (II) for ICAs in the models "Physical Co-location" within 8 hours On request by FirstMark, the cable of the last cable shaft in the public area before the collocation room will be cleared in addition. Clearance of the cable takes place - without guarantee of clearance times - within the framework of existing technical and operational possibilities and will be invoiced according to expenditure. 1.2.2.2 EXPRESS CLEARANCE Express clearance is only offered for the entirety of the ICAs on one network interworking. Clearance takes place against additional charge in accordance with ENCLOSURE D - PRICE from receipt of notification with in the following period: within 8 hours for ICAs in the models "Customer-sited". 1.2.3 SECURING THE CLEARANCE TIMES If clearance is not carried out within the periods stated, Telekom will pay FirstMark a contract penalty in accordance with ENCLOSURE D - PRICE unless Telekom can show that it is not responsible for exceeding the period. The contract penalty will be set-off against demands form the contractual relationship. 1.3 Page 5 Interconnection Contract with FirstMark Confidential AVAILABILITY 1.3.1 DEFINITION The availability will be determined on the basis of the ITU-T International Telecommunication Union recommendation M. 1016. If not otherwise states, the viewing period for the availability will be one calendar year (12 months correspond on the average to 8760 hours). The availability statement on an ICA extends to the entirety of its components in accordance with ENCLOSURE B - INTERCONNECTION JUNCTION. Failures of ICAs as a result of foreseeable measures will not be taken into consideration as long as these measures have been agreed between the contract partners in accordance with ANNEX D - OPERATION. The availability refers to an ICA group. An ICA group is the entirety of all ICAs of a network interworking. The definition of the availability for groups of ICAs is: Sum of the faults times in the viewing period (hrs) V = 1 - ---------------------------------------------------------------------- 8760 (hrs) x no. of interconnection - telephone connections The average figure between the inventory at the beginning and the end of a viewing period will be used as number of ICAs of the group for alteration to the stocks in the viewing period. 1.3.2 AVAILABILITY FIGURES The average availability of the ICAs is: o for ICA groups with => 10 ICAs: V => 0.995 o for ICA groups with < 10 ICAs: V => 0.975 1.3.3 VERIFICATION OF NON-AVAILABILITY The verification of non-availability of ICAs takes place by means of notification of faults which are exchanged between the established registration points of the contract partners. Details about the notification of faults and registration points are regulated in ANNEX D - OPERATION. Page 6 Interconnection Contract with FirstMark Confidential 1.4 NETWORK TRANSMISSION PROBABILITY 1.4.1 DEFINITION By network transmission probability, the probability is meant which an attempt for occupancy can be connected through from any desired point of source at the entrance to the telephone network of Telekom to any desired target point at the outlet of the telephone network of Telekom. It is of no significance thereby whether the through-connection of an attempt for occupancy has only been able to be completed successfully with the support of re-routing mechanisms, redirection, use of loops and similar. These through-connections go into the measurement, limit and guarantee figures always only as 1 successful attempt at occupancy. If attempts at occupancy are not through-connected on account of protective traffic management measures in the this network, they are not taken into consideration in the determination of the measurement value "network transmission probability". Only the attempts at occupancy are counted as not through-connected which have to be truncated due to a lack of network resources between source and target point. Measurement, limit and guarantee figures for the network transmission probability are related in the analogy to the main traffic hour of the traffic figure y (traffic unit) to one hour. The four successive quarter hours of a day averaged on five individual days is viewed for which the lowest relationship "through-connected to all attempts at occupancy" has been established. To reach a statistically secure measurement figure, a minimum viewing quantity of 200 attempts at occupancy or 40 attempts at occupancy for the averaged day is necessary. 1.4.2 NETWORK TRANSMISSION PROBABILITY FOR THE SERVICES IN ACCORDANCE WITH ENCLOSURE C - SERVICES PORTFOLIO The network transmission probability corresponding to the definition contained in point 1.4.1 is for the services of Telekom stated in ENCLOSURE C - SERVICES PORTFOLIO within the framework of the traffic capacity ordered by FirstMark in accordance with ANNEX B - ORDER/PROVISION 97% for each location of interconnection related to all connections between the ultimate customer telephone connections of Telekom in the catchment area of the location of interconnection and the EE:N(1) at the location of interconnection at which the ICAs are switched on and all connections of the EE:N at the location of interconnection at which the ICAs are switched on to ultimate customer telephone connections of Telekom in the catchment are of the location of interconnection. - ---------- (1) exchange unit with network interworking function Page 7 Interconnection Contract with FirstMark Confidential 1.4.3 PROCESS FOR INVESTIGATING THE NETWORK TRANSMISSION PROBABILITY If FirstMark has the justified presumption that the actual network transmission probability lies below the figure stated in point 1.4.2, it is entitled to demand immediate investigation corresponding to the method stated in point 1.4.1 in accordance with the registration process described in ANNEX D - OPERATION. The investigation can be demanded once per month. Telekom will notify FirstMark of the result within 4 weeks of receipt of the demand for investigation. 1.4.4 CONSEQUENCES OF THE INVESTIGATION OF THE NETWORK TRANSMISSION PROBABILITY If the investigation shows that the network transmission probability is fulfilled in accordance with point 1.4.2, FirstMark is to refund Telekom the expenditure involved in the investigation. If the investigation results in the fact that the network transmission probability is not adhered to in accordance with point 1.4.2, Telekom is obliged to restore the network transmission probability without delay after obtaining knowledge of the test result. 2 QUALITY PARAMETER OF FIRSTMARK 2.1 CLEARANCE TIMES FirstMark is obliged to clear faults in its facilities which are notified by Telekom at the times stated under point 1.2.2. 2.2 PROBABILITY OF LOSS TO THE ICAS FirstMark will guarantee a loss probability to the ICAs of less than or equal to 1%. By loss probability, a probability is meant at which part of the traffic offer (in the traffic unit) is rejected to the ICAs due to insufficient capacity of line and leads to loss. 2.3 NETWORK TRANSMISSION PROBABILITY FirstMark guarantees in its telephone network a network transmission which corresponds to the definitions and figures in point 1.4. Page 8 ENCLOSURE F LOCATIONS OF INTERCONNECTION Page 1 Interconnection Contract with FirstMark Confidential 1 LOCATIONS OF INTERCONNECTION OF CATEGORY A 1.1 Locations of interconnection of category A are: - -------------------------------------------------------------------------------- SERIAL NO. LOCATION OF AREA CODE OF THE BASIC CATCHMENT AREA INTERCONNECTION LOCATION OF INTERCONNECTION - -------------------------------------------------------------------------------- 1 Essen 201 20 - -------------------------------------------------------------------------------- 2 Dusseldorf 211 21, 28 - -------------------------------------------------------------------------------- 3 Cologne 221 22, 24, 26 - -------------------------------------------------------------------------------- 4 Dortmund 231 23, 25, 27, 29 - -------------------------------------------------------------------------------- 5 Berlin 30 30, 33 - -------------------------------------------------------------------------------- 6 Leipzig 341 34 - -------------------------------------------------------------------------------- 7 Dresden 351 35, 37 - -------------------------------------------------------------------------------- 8 Erfurt 361 36 - -------------------------------------------------------------------------------- 9 Rostock 381 38, 395-399 - -------------------------------------------------------------------------------- 10 Magdeburg 391 390-394 - -------------------------------------------------------------------------------- 11 Hamburg 40 40, 41 - -------------------------------------------------------------------------------- 12 Bremen 421 42, 44, 47, 49 - -------------------------------------------------------------------------------- 13 Kiel 431 43, 45, 46, 48 - -------------------------------------------------------------------------------- 14 Hannover 511 50, 51, 53, 55, 58 - -------------------------------------------------------------------------------- 15 Bielefeld 521 52, 54, 56, 57, 59 - -------------------------------------------------------------------------------- 16 Mannheim 621 62, 63, 65, 67, 68 - -------------------------------------------------------------------------------- 17 Frankfurt am Main 69 60, 61, 64, 66, 69 - -------------------------------------------------------------------------------- 18 Stuttgart 711 70, 71, 73, 75, 79 - -------------------------------------------------------------------------------- 19 Karlsruhe 721 72, 74, 76, 77, 78 - -------------------------------------------------------------------------------- 20 Munich 89 80, 81, 85, 86, 87, 89 - -------------------------------------------------------------------------------- 21 Augsburg 821 82, 83, 84, 88 - -------------------------------------------------------------------------------- 22 Nuremberg 911 91, 92, 94, 96, 99 - -------------------------------------------------------------------------------- 23 Wurzburg 931 90, 93, 95, 97, 98 - -------------------------------------------------------------------------------- Page 2 Interconnection Contract with FirstMark Confidential 1.2 Locations of interconnection of category A are locations in which Telekom offers utilisation of the interconnection service in accordance with the prerequisites of ENCLOSURE C - SERVICES PORTFOLIO, part 1 from or in the respective basic catchment area and one-digit numbering area. 1.3 Locations of interconnection are distance measuring points for the service of the services portfolio taken advantage of at these locations. Page 3 Interconnection Contract with FirstMark Confidential 2 LOCATIONS OF INTERCONNECTION OF CATEGORY B 2.1 Locations of interconnection of category B are:
- ------------------------------------------------------------------------------------------------------------------------------------ LOCATION OF ADDRESS AREA CODE OF STANDARD CATCHMENT AREA INTERCONNECTION THE LOCATION OF INTER-CONNECTION - ------------------------------------------------------------------------------------------------------------------------------------ Aachen # 52070 Aachen Am Gut Wolf 3+9a 241 240,241,244,247,248 - ------------------------------------------------------------------------------------------------------------------------------------ Aalen 73430 Aalen Hopfenstr. 31 7361 736 - ------------------------------------------------------------------------------------------------------------------------------------ Aichach 86551 Aichach Forellenweg 3-7 8251 822,825,827,829 - ------------------------------------------------------------------------------------------------------------------------------------ Altenburg Thuringia 04600 Altenburg Keplerplatz 5 3447 3447,3448,3449 - ------------------------------------------------------------------------------------------------------------------------------------ Amberg / Oberpfalz 92224 Amberg / Oberpfalz Liebengrabenweg 9 / 9621 962,966,967 Joh.-Stark-Str. - ------------------------------------------------------------------------------------------------------------------------------------ Ansbach 91522 Ansbach Meinhardwindener Str. 4a 981 980,981,982,983,984,985, 986,987 - ------------------------------------------------------------------------------------------------------------------------------------ Artern Unstrut 06556 Artern Weinberg 4 3466 3466,3467 - ------------------------------------------------------------------------------------------------------------------------------------ Aschaffenburg 63739 Aschaffenburg Hofgartenstr. 16 6021 602,609 - ------------------------------------------------------------------------------------------------------------------------------------ Aue Saxony 08280 Aue Zellerberg / Sonnenleithe 3771 3733,3734,377 - ------------------------------------------------------------------------------------------------------------------------------------ Augsburg # 86368 Gersthofen-Hirblingen Gablinger Str. 2 821 820,821,823 - ------------------------------------------------------------------------------------------------------------------------------------ Backnang 71522 Backnang Bahnhofstr. 12 7191 719 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Hersfeld 36251 Bad Hersfeld Breitenstr. 57 6621 662,667,669 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Kissingen 97688 Bad Kissingen Martin-Luther-Str. 6 / 971 970,971,973,974,976,977 Ludwigstr. - ------------------------------------------------------------------------------------------------------------------------------------ Bad Kreuznach 55545 Bad Kreuznach Poststr. 20-28 671 670,671,673,675,678 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Neuenahr-Ahrw. 53474 Bad Neuenahr-Ahrweiler Ravensberger Str. 49 2641 2228,264,268,2691,2692, 2693,2694,2695,2696 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Oeynhausen 32549 Bad Oeynhausen Schwarzer Weg 39 5731 573,574 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Oldesloe 23843 Bad Oldesloe Hagenstrasse 5-12 4531 453,454 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Soden / Taunus 65760 Eschborn Alfred-Herrhausen-Allee 7 6196 619 - ------------------------------------------------------------------------------------------------------------------------------------ Bad Wildungen 34537 Bad Wildungen Brunnenallee 26 5621 562,563,564,567,569 - ------------------------------------------------------------------------------------------------------------------------------------ Baden-Baden 76532 Baden-Baden Ooser Bahnhofstr. 6 7221 722 - ------------------------------------------------------------------------------------------------------------------------------------ Bamberg 96050 Bamberg Erlichstr. 47/51 951 950,951,952,954,955 - ------------------------------------------------------------------------------------------------------------------------------------ Bautzen 02625 Bautzen Schmoler Weg 2c 3591 3591,3592,3593 - ------------------------------------------------------------------------------------------------------------------------------------ Bayreuth 95448 Bayreuth Ziegelleite 2-4 921 920,921,924,927 - ------------------------------------------------------------------------------------------------------------------------------------ Beilngries 92339 Beilngries An der Bauernwiese 9 8461 846 - ------------------------------------------------------------------------------------------------------------------------------------ Bensheim 64625 Bensheim Fehlheimer Str. 86 6251 625 - ------------------------------------------------------------------------------------------------------------------------------------ Bernburg Saale 06406 Bernburg Eichenweg 1 (Zepziger Weg) 3471 3471,3472,3473,3474 - ------------------------------------------------------------------------------------------------------------------------------------ Berlin 10781 Berlin Winterfeldtstr. 27 30 30 - ------------------------------------------------------------------------------------------------------------------------------------ Berlin 10367 Berlin Dottistr. 1-4 30 30 - ------------------------------------------------------------------------------------------------------------------------------------ Berlin 10367 Berlin Pohlstrasse 40 30 30 - ------------------------------------------------------------------------------------------------------------------------------------ Betzdorf 57518 Betzdorf Hellerstr. 35 2741 274 - ------------------------------------------------------------------------------------------------------------------------------------ Biberach 88400 Biberach an der Riss Magdalenenstr. 17 7351 735,737,739 - ------------------------------------------------------------------------------------------------------------------------------------ Bielefeld # 33602 Bielefeld Philipp-Reis-Platz 1 521 520,521 - ------------------------------------------------------------------------------------------------------------------------------------ Bingen 55411 Bingen am Rhein Am Langenstein 21 6721 672,674,676,677 - ------------------------------------------------------------------------------------------------------------------------------------ Bischofswerda 01877 Bischofswerda Hohe Strasse 2 3594 3578,3579,3594,3595 - ------------------------------------------------------------------------------------------------------------------------------------ Bitterfeld 06749 Bitterfeld Mahler-Platz 3493 3491,3492,3493,3494,3495 - ------------------------------------------------------------------------------------------------------------------------------------ Boblingen 71034 Boblingen Karlstr. 12 7031 703 - ------------------------------------------------------------------------------------------------------------------------------------ Bochum # 44791 Bochum Karl-Lange-Str. 23 234 232,234 - ------------------------------------------------------------------------------------------------------------------------------------ Bonn # 53113 Bonn Bonner Talweg / 228 2222,2223,2224,2225,2226, Reuterstrasse 2227,228 - ------------------------------------------------------------------------------------------------------------------------------------
Page 4 Interconnection Contract with FirstMark Confidential
- ------------------------------------------------------------------------------------------------------------------------------------ LOCATION OF ADDRESS AREA CODE OF STANDARD CATCHMENT AREA INTERCONNECTION THE LOCATION OF INTER-CONNECTION - ------------------------------------------------------------------------------------------------------------------------------------ Borken 46325 Borken / Westphalia Bahnhofstr.8 / Poststr. 6 2861 286,2871,2872,2873 - ------------------------------------------------------------------------------------------------------------------------------------ Bottrop 46238 Bottrop Siemensstr. 40 2041 204 - ------------------------------------------------------------------------------------------------------------------------------------ Brandenburg 14776 Brandenburg Deutsches Dorf 48 3381 3381,3382,3383,3384 - ------------------------------------------------------------------------------------------------------------------------------------ Braunschweig # 38122 Braunschweig Friedrich-Seele-Str. 7 531 530,531,533,535 - ------------------------------------------------------------------------------------------------------------------------------------ Bremen # 28195 Bremen Neuenstr. 76-80 421 420,421,429 - ------------------------------------------------------------------------------------------------------------------------------------ Bremerhaven 27570 Bremerhaven Friedrich-Ebert-Str. 471 470,471,473,474,476,479 29-33, 29a - ------------------------------------------------------------------------------------------------------------------------------------ Bruchsal 76646 Bruchsal Hildastr. 1 / Viktoriastr. 1 7251 725 - ------------------------------------------------------------------------------------------------------------------------------------ Buchloe 86807 Buchloe An der Halde 2 + 4 8241 824,826,828 - ------------------------------------------------------------------------------------------------------------------------------------ Burg 39288 Burg (Magdeburg) Grabower Landstr. 39 3921 3921,3922,3923,3924,3933, 3934 - ------------------------------------------------------------------------------------------------------------------------------------ Calw 75365 Calw Breite-Heer-Str. 7, 9, 11 7051 705,708 - ------------------------------------------------------------------------------------------------------------------------------------ Celle 29221 Celle Sagemuhlenstr. 6 + 8 5141 505,508,514,519 - ------------------------------------------------------------------------------------------------------------------------------------ Chemnitz Saxony # 09127 Chemnitz Lieselotte-Hermann-Str. 20 371 371,372 - ------------------------------------------------------------------------------------------------------------------------------------ Cloppenburg 49661 Cloppenburg Emsteker Str. 2 4471 443,444,447,449 - ------------------------------------------------------------------------------------------------------------------------------------ Coburg 96450 Coburg Virchowstr. 16 9561 953,956,957 - ------------------------------------------------------------------------------------------------------------------------------------ Cottbus 03050 Cottbus Hanchener Strasse 16 355 355,356 - ------------------------------------------------------------------------------------------------------------------------------------ Cuxhaven 27474 Cuxhaven Brockeswalder Chaussee 50a-c 4721 472,475,477 - ------------------------------------------------------------------------------------------------------------------------------------ Dachau 85221 Dachau Grobmuhlstr. 15 8131 813,814 - ------------------------------------------------------------------------------------------------------------------------------------ Damme 49401 Damme / Dummer Ruschendorfer Str. 19-21 5491 543,544,546,547,549 - ------------------------------------------------------------------------------------------------------------------------------------ Darmstadt 64283 Darmstadt Eschollbrucker Str. 12 6151 615 - ------------------------------------------------------------------------------------------------------------------------------------ Deggendorf 94469 Deggendorf Friedrich-Gauss-Strasse 1 991 990,991,992,993,994,995, 996,997 - ------------------------------------------------------------------------------------------------------------------------------------ Delmenhorst 27753 Delmenhorst Ludwig-Kaufmann-Str. 32, 4221 422,424,427 34-34A - ------------------------------------------------------------------------------------------------------------------------------------ Dessau / Anhalt 06844 Dessau / Anhalt Kavalierstrasse 24-28 340 340,3490,3496,3497 - ------------------------------------------------------------------------------------------------------------------------------------ Detmold 32758 Detmold Braunenbrucher Weg 12-16 5231 523,526,527,528 - ------------------------------------------------------------------------------------------------------------------------------------ Dieburg 64807 Dieburg Max-Planck-Str. / 6071 606,607,616 Samuel-Morse-Str. - ------------------------------------------------------------------------------------------------------------------------------------ Dillenburg 35683 Dillenburg Westfalenstrasse 4 2771 277 - ------------------------------------------------------------------------------------------------------------------------------------ Dippoldiswalde 01744 Dippoldiswalde Rabenauer Strasse 41 3504 3504,3505,3596,3597 - ------------------------------------------------------------------------------------------------------------------------------------ Donaueschingen 78166 Donaueschingen Adolf-Kolping-Str. 2-6 771 770,771,774,775,776 - ------------------------------------------------------------------------------------------------------------------------------------ Donauworth 86609 Donauworth Offizial-Schmid-Str. 6 906 906,907,908,909 - ------------------------------------------------------------------------------------------------------------------------------------ Dortmund # 44147 Dortmund Mallinckrodtstr. 237 231 2301,2302,2303,2304,2305, 2306,2307,2308,231 - ------------------------------------------------------------------------------------------------------------------------------------ Dresden # 01067 Dresden Annenstr. 5 351 351,3520,3528,3529 - ------------------------------------------------------------------------------------------------------------------------------------ Duisburg 47058 Duisburg (Duissern) Saarstr. 12 / 16 203 203,206 - ------------------------------------------------------------------------------------------------------------------------------------ Duren 52349 Duren Kolnstr. 74A / Wernerstr. 2421 242 21-23 - ------------------------------------------------------------------------------------------------------------------------------------ Dusseldorf # 40213 Dusseldorf Graf-Adolf-Platz 14 211 210,211 - ------------------------------------------------------------------------------------------------------------------------------------ Dusseldorf 40477 Dusseldorf Moltkestrasse 23 211 210,211 - ------------------------------------------------------------------------------------------------------------------------------------ Dusseldorf 40211 Dusseldorf Liesegangstr. 24 211 210,211 - ------------------------------------------------------------------------------------------------------------------------------------ Eberswalde 16225 Eberswalde Bergerstrasse 111 3334 3331,3332,3333,3334,3335, 3336,3337,3338,3339 - ------------------------------------------------------------------------------------------------------------------------------------ Eichstatt / Bavaria 85072 Eichstatt / Bavaria Webergasse 18 8421 842 - ------------------------------------------------------------------------------------------------------------------------------------ Einbeck 37574 Einbeck Altendorfer Str. 43 5561 553,555,556,557 - ------------------------------------------------------------------------------------------------------------------------------------ Eisenach Thuringia 99817 Eisenach Ernst-Thalmann-Strasse 3691 3621,3622,3623,3624,3625, 53-57 3691,3692 - ------------------------------------------------------------------------------------------------------------------------------------ Elmshorn 25337 Elmshorn Hamburger Strasse 147 4121 412,419 - ------------------------------------------------------------------------------------------------------------------------------------ Elsterwerda 04910 Elsterwerda Lessingstrasse 18 3533 3531,3532,3533,3534,3535, 3536 - ------------------------------------------------------------------------------------------------------------------------------------ Erfurt # 99084 Erfurt Andreasstrasse 38 361 361,3620,3628,3629 - ------------------------------------------------------------------------------------------------------------------------------------
Page 5 Interconnection Contract with FirstMark Confidential
- ------------------------------------------------------------------------------------------------------------------------------------ LOCATION OF ADDRESS AREA CODE OF STANDARD CATCHMENT AREA INTERCONNECTION THE LOCATION OF INTER-CONNECTION - ------------------------------------------------------------------------------------------------------------------------------------ Erlangen 91052 Erlangen Michael-Vogel-Str. 3 9131 913 - ------------------------------------------------------------------------------------------------------------------------------------ Essen # 45145 Essen Am Fernmeldeamt 10 201 201,2054 - ------------------------------------------------------------------------------------------------------------------------------------ Euskirchen 53879 Euskirchen In den Herrenbenden 27-29 2251 225,2697 - ------------------------------------------------------------------------------------------------------------------------------------ Eutin 23701 Eutin Am Muhlenberg 2 / Peterstr. 4521 452,456 - ------------------------------------------------------------------------------------------------------------------------------------ Flensburg 24941 Flensburg Eckernforder Landstr. 65 461 460,461,463 - ------------------------------------------------------------------------------------------------------------------------------------ Forchheim / Upper 91301 Forchheim / Steinbuhlstr. 1 9191 910,915,916,919 Franconia Upper Franconia - ------------------------------------------------------------------------------------------------------------------------------------ Frankfurt on Main 60313 Frankfurt Stiftstr. 25, Gr. Eschenh. Str. 69 610,69 14 - ------------------------------------------------------------------------------------------------------------------------------------ Frankfurt on Main 60431 Frankfurt Raimundstr. 48-54 69 610,69 - ------------------------------------------------------------------------------------------------------------------------------------ Frankfurt on Main 65934 Frankfurt Oeserstrasse 111 69 610,69 - ------------------------------------------------------------------------------------------------------------------------------------ Frankfurt / Oder 15236 Frankfurt Heinrich-Hildebrand-Str. 10 335 335,3360,3364,3365,3366, 3367 - ------------------------------------------------------------------------------------------------------------------------------------ Freiberg / Saxony 09599 Freiberg Hubertusweg / Kogeler-Ring 3731 3731,3732,3735,3736 - ------------------------------------------------------------------------------------------------------------------------------------ Freiburg / Breisgau 79110 Freiburg Linnestr. 7 761 760,761,764,766,768 - ------------------------------------------------------------------------------------------------------------------------------------ Friedberg / Hesse 61169 Friedberg / Hesse Saarstr. 16-18 6031 600,603,608 - ------------------------------------------------------------------------------------------------------------------------------------ Friedrichshafen 88045 Friedrichshafen Mullerstr. 12-14 7541 754 - ------------------------------------------------------------------------------------------------------------------------------------ Fulda 36037 Fulda Unterm Heilig Kreuz 3-5 661 661,665,668 - ------------------------------------------------------------------------------------------------------------------------------------ Gardelegen 39638 Gardelegen An der breiten Gehre 1 3907 3900,3904,3905,3906,3907, 3908,3909 - ------------------------------------------------------------------------------------------------------------------------------------ Geilenkirchen 52511 Geilenkirchen Stettiner Str. 4 2451 243,245,246 - ------------------------------------------------------------------------------------------------------------------------------------ Geldern 47608 Geldern Poststr. 5-7 2831 283 - ------------------------------------------------------------------------------------------------------------------------------------ Gelnhausen 63571 Gelnhausen Frankfurter Str. 55 6051 604,605 - ------------------------------------------------------------------------------------------------------------------------------------ Gelsenkirchen 45879 Gelsenkirchen Husemannstr. 1 / Feldhofstr. 1 209 209 - ------------------------------------------------------------------------------------------------------------------------------------ Gera 07548 Gera Strasse des Friedens 200 365 365,3660,3669 - ------------------------------------------------------------------------------------------------------------------------------------ Giessen 35390 Giessen Liebigstr. 14-16 641 640,641 - ------------------------------------------------------------------------------------------------------------------------------------ Gifhorn 38518 Gifhorn Ribbesbutteler Weg 4 5371 537 - ------------------------------------------------------------------------------------------------------------------------------------ Goppingen 73033 Goppingen Immanuel-Hohlbauch-Str. 20 7161 716 - ------------------------------------------------------------------------------------------------------------------------------------ Gorlitz 02828 Gorlitz Am Stadtgarten 25 3581 3581,3582 - ------------------------------------------------------------------------------------------------------------------------------------ Gottingen 37075 Gottingen Philipp-Reis-Str. 2a 551 550,551,554,559 - ------------------------------------------------------------------------------------------------------------------------------------ Greifswald 17489 Greifswald Herrenhufenstrasse 9 3834 3834,3835,3836,3837 - ------------------------------------------------------------------------------------------------------------------------------------ Greven / Westphalia 48268 Greven / Gutenbergstr. 12 2571 254,255,256,257 Westphalia - ------------------------------------------------------------------------------------------------------------------------------------ Grevenbroich 41515 Grevenbroich Lindenstr. 36-40 2181 218 - ------------------------------------------------------------------------------------------------------------------------------------ Grimma 04668 Grimma Leipziger Strasse 19 3437 3431,3432,3433,3434,3437, 3438 - ------------------------------------------------------------------------------------------------------------------------------------ Gummersbach 51643 Gummersbach Moltkestr. 20-22 / La 2261 226,229 Roche-sur-Y - ------------------------------------------------------------------------------------------------------------------------------------ Gustrow 18273 Gustrow Neukruger Strasse 7 3843 3841,3842,3843,3844,3845, 3846,3847,3848 - ------------------------------------------------------------------------------------------------------------------------------------ Gutersloh 33330 Gutersloh Eickhoffstr. 4-6 / Kaiserstr. 5241 524 - ------------------------------------------------------------------------------------------------------------------------------------ Hagen Westphalia 58095 Hagen Bahnhofstr. 13-19 / Neumarktstr. 2331 233 - ------------------------------------------------------------------------------------------------------------------------------------ Halberstadt 38820 Halberstadt Schmiedestr. 12 3941 3925,3926,3940,3941,3942, 3949 - ------------------------------------------------------------------------------------------------------------------------------------ Halle / Saale 06118 Halle / Saale Franzosensteinweg 100 345 345,3460,3469 - ------------------------------------------------------------------------------------------------------------------------------------ Hamburg 20359 Hamburg Budapester Strasse 18 40 40,410 - ------------------------------------------------------------------------------------------------------------------------------------ Hamburg 22111 Hamburg Bauerbergweg 23-25 / Heckenpfad 40 40,410 - ------------------------------------------------------------------------------------------------------------------------------------ Hameln 31789 Hameln Springer Landstr. 4 5151 504,515 - ------------------------------------------------------------------------------------------------------------------------------------ Hamm Westphalia 59063 Hamm Gallberger Weg 3 2381 238 - ------------------------------------------------------------------------------------------------------------------------------------ Hanau 63452 Hanau Alter Ruckinger Weg 55 6181 618 - ------------------------------------------------------------------------------------------------------------------------------------ Hannover (Hanover) 30159 Hannover Rosenstr. 1 511 510,511,513 (Hanover) - ------------------------------------------------------------------------------------------------------------------------------------ Hannover (Hanover) 30627 Hannover Neue-Land-Str. 6 511 510,511,513 (Hanover) - ------------------------------------------------------------------------------------------------------------------------------------
Page 6 Interconnection Contract with FirstMark Confidential
- ------------------------------------------------------------------------------------------------------------------------------------ LOCATION OF ADDRESS AREA CODE OF STANDARD CATCHMENT AREA INTERCONNECTION THE LOCATION OF INTER-CONNECTION - ------------------------------------------------------------------------------------------------------------------------------------ Hechingen 72379 Hechingen Ermelesstr. 12/14 7471 743,747 - ------------------------------------------------------------------------------------------------------------------------------------ Heide Holstein 25746 Heide Holstein Am Kleinbahnhof 18-30 481 480,481,482,483,484,485, 486,487,488,489 - ------------------------------------------------------------------------------------------------------------------------------------ Heidelberg 69115 Heidelberg Sofienstr. 6-10 6221 6220,6221,6222,6223,6224, 6226,6227,6228 - ------------------------------------------------------------------------------------------------------------------------------------ Heidenheim 89518 Heidenheim a.d. Brenz Bahnhofstr.7 / 7321 732,733 Theodor-Heuss-Str. - ------------------------------------------------------------------------------------------------------------------------------------ Heilbronn Neckar 74072 Heilbronn Ost/Weinsberger Str. 123/125 7131 706,713 - ------------------------------------------------------------------------------------------------------------------------------------ Herford 32052 Herford Auf der Freiheit 1-3 / 5221 522 Arndtstr. - ------------------------------------------------------------------------------------------------------------------------------------ Herzberg 37412 Herzberg am Harz Am Phillips 1-4 5521 552,558 - ------------------------------------------------------------------------------------------------------------------------------------ Hildesheim 31137 Hildesheim Am Kupferstrange 1D 5121 506,512,518 - ------------------------------------------------------------------------------------------------------------------------------------ Hof 95028 Hof / Saale Konrad-Adenauer-Platz 1 9281 923,928,929 - ------------------------------------------------------------------------------------------------------------------------------------ Horb am Neckar 72160 Horb am Neckar Steigle 34 7451 744,745,748 - ------------------------------------------------------------------------------------------------------------------------------------ Hoyerswerda 02977 Hoyerswerda Albert-Einstein-Str. 48 3571 3571,3572 - ------------------------------------------------------------------------------------------------------------------------------------ Ibbenburen 49477 Ibbenburen An der Reichsbahn 4 5451 545,548 - ------------------------------------------------------------------------------------------------------------------------------------ Ingolstadt 85051 Ingolstadt Karlskroner Str. 32 8450 840,841,843,844,845 - ------------------------------------------------------------------------------------------------------------------------------------ Iserlohn 58636 Iserlohn Durerstrasse 53 2371 237 - ------------------------------------------------------------------------------------------------------------------------------------ Jena 07745 Jena Schrodingerstrasse 3641 3641,3642,3647,3648 - ------------------------------------------------------------------------------------------------------------------------------------ Jessen / Elster 06917 Jessen / Elster Alte Wittenberger Str. / 3537 3537,3538 Nordstr. 92 - ------------------------------------------------------------------------------------------------------------------------------------ Kaiserslautern 67655 Kaiserslautern Pirmasenser Str. 65 631 630,631,636,638 - ------------------------------------------------------------------------------------------------------------------------------------ Karlsruhe # 76137 Karlsruhe Ruppurrer Str. 1-1a 721 720,721,724 - ------------------------------------------------------------------------------------------------------------------------------------ Kassel 34117 Kassel Friedrich-Ebert-Str. 24 561 560,561 - ------------------------------------------------------------------------------------------------------------------------------------ Kempten Allgau 87435 Kempten Bahnhofstr. 35, Alpenstr. 8 831 830,831,836,837 - ------------------------------------------------------------------------------------------------------------------------------------ Kiel # 24116 Kiel Kronshagener Weg 101-107 431 430,431,433,434,435,436, 437,438 - ------------------------------------------------------------------------------------------------------------------------------------ Kirchheim 73230 Kirchheim unter Teck Faberweg 21 7021 702 - ------------------------------------------------------------------------------------------------------------------------------------ Kirchseeon 85614 Kirchseeon Ahornstr. 31 8091 806,807,808,809 - ------------------------------------------------------------------------------------------------------------------------------------ Kitzingen 97318 Kitzingen Innere Sulzfelder Str. 23 9321 932,933,938 - ------------------------------------------------------------------------------------------------------------------------------------ Kleve 47533 Kleve / Niederrhein Hagsche Str. 50/52 2821 282 - ------------------------------------------------------------------------------------------------------------------------------------ Koblenz 56073 Koblenz Moselweisser Str. 70 261 260,261,262,266,267 - ------------------------------------------------------------------------------------------------------------------------------------ Koln (Cologne) 51105 Koln (Cologne) Poll-Vingster Str. 130-134 221 220,221,223,227 - ------------------------------------------------------------------------------------------------------------------------------------ Koln (Cologne) 50672 Koln (Cologne) Innere Kanalstr. 98 / 221 220,221,223,227 Venloer Str. - ------------------------------------------------------------------------------------------------------------------------------------ Konstanz (Constance) 78467 Konstanz (Constance) Moltkestr. 2-6, Jahnstr. 8 7531 753,755 - ------------------------------------------------------------------------------------------------------------------------------------ Krefeld 47798 Krefeld Moerser Strasse 1 / 2151 215 Jungfernweg 13 - ------------------------------------------------------------------------------------------------------------------------------------ Kulmbach 95326 Kulmbach Albert-Ruckdeschel-Str. 2 9221 922,925,926 - ------------------------------------------------------------------------------------------------------------------------------------ Lahr / Black Forest 77933 Lahr / Black Forest Lotzbeckstr. 22 7821 782,783 - ------------------------------------------------------------------------------------------------------------------------------------ Landau (Palatinate) 76829 Landau Reduitstrasse (former 6341 634,639 Ostbahnstr.) - ------------------------------------------------------------------------------------------------------------------------------------ Landsberg on Lech 86899 Landsberg on Lech Spottinger Str. 16 8191 819 - ------------------------------------------------------------------------------------------------------------------------------------ Landshut 84030 Landshut Siemensstr. 18-22 / 871 870,871,872,873,874,875, Neidenburg Str. 876,877,878 - ------------------------------------------------------------------------------------------------------------------------------------ Lauterbach / Hesse 36341 Lauterbach / Hesse Gartenstr. 15 6641 663,664,666 - ------------------------------------------------------------------------------------------------------------------------------------ Leer / East Friesland 26789 Leer Bavinkstr. 23 491 490,491,492,495,496 - ------------------------------------------------------------------------------------------------------------------------------------ Leipzig # 04454 Leipzig Karrner Str. 66 341 341,3420,3429 - ------------------------------------------------------------------------------------------------------------------------------------ Lennestadt 57368 Lennestadt Bahnhofsplatz 3-5 2721 272,276 - ------------------------------------------------------------------------------------------------------------------------------------ Leverkusen-Opladen 51379 Leverkusen Reusrather Strasse 36 2171 214,217 - ------------------------------------------------------------------------------------------------------------------------------------ Limburg 65549 Limburg an der Lahn Ste.-Foy-Str. 35-39 6431 643,648 - ------------------------------------------------------------------------------------------------------------------------------------
Page 7 Interconnection Contract with FirstMark Confidential
- ------------------------------------------------------------------------------------------------------------------------------------ LOCATION OF ADDRESS AREA CODE OF STANDARD CATCHMENT AREA INTERCONNECTION THE LOCATION OF INTER-CONNECTION - ------------------------------------------------------------------------------------------------------------------------------------ Lindenberg 88161 Lindenberg / Allgau Poststr.1/Heinrich-Brauns-Str. 8381 832,838 - ------------------------------------------------------------------------------------------------------------------------------------ Lingen / Ems 49808 Lingen / Ems Kiefernstr. 14-16 591 590,591,592,593,594, 595,596,597 - ------------------------------------------------------------------------------------------------------------------------------------ Lippstadt 59557 Lippstadt Heinrich-Hertz-Str. 1+3 2941 292,294 - ------------------------------------------------------------------------------------------------------------------------------------ Lobau 02708 Lobau Aussere Zittauer Str.56a 3585 3585,3586,3587 - ------------------------------------------------------------------------------------------------------------------------------------ Lorrach 79539 Lorrach Palmstr.21 7621 762 - ------------------------------------------------------------------------------------------------------------------------------------ Lubben 15907 Lubben / Spreewald Puschkinstr.14/15 3546 3541,3542,3543,3544, 3545,3546,3547 - ------------------------------------------------------------------------------------------------------------------------------------ Lubeck 23554 Lubeck Fackenburger Allee 31 451 450,451,455 - ------------------------------------------------------------------------------------------------------------------------------------ Ludenscheid 58507 Ludenscheid Bahnhofstr.1 2351 235,239 - ------------------------------------------------------------------------------------------------------------------------------------ Ludinghausen 59348 Ludinghausen Graf-Wedel-Str.8 2591 252,258,259 - ------------------------------------------------------------------------------------------------------------------------------------ Ludwigsburg 71636 Ludwigsburg Strombergstr. 21-29 7141 714 - ------------------------------------------------------------------------------------------------------------------------------------ Luneburg 21339 Luneburg Arenskule 10, 10a-b 4131 413,415 - ------------------------------------------------------------------------------------------------------------------------------------ Magdeburg # 39104 Magdeburg Listemannstr.6 391 391,3920,3928,3929 - ------------------------------------------------------------------------------------------------------------------------------------ Mainz 55116 Mainz Munsterplatz 2-6 6131 613 - ------------------------------------------------------------------------------------------------------------------------------------ Mannheim/ 67059 Ludwigshafen am Rhein Schulstr.4-6/ Maxstr. 82 621 620,621,623,6229,6272, Ludwigshafen 6275,6276 - ------------------------------------------------------------------------------------------------------------------------------------ Mannheim/ 68165 Mannheim Erzbergerstr. 18 621 620,621,623,6229,6272, Ludwigshafen 6275,6276 - ------------------------------------------------------------------------------------------------------------------------------------ Mannheim/ 68165 Mannheim Dynamostr. 5 621 620,621,623,6229,6272, Ludwigshafen 6275,6276 - ------------------------------------------------------------------------------------------------------------------------------------ Marburg 35037 Marburg Gutenbergstr.14 6421 642,645,646 - ------------------------------------------------------------------------------------------------------------------------------------ Markt Schwaben 85570 Markt Schwaben Widderweg 10 8121 811,812,816 - ------------------------------------------------------------------------------------------------------------------------------------ Marktheidenfeld 97828 Marktheidenfeld Kreuzbergstr.14/16 9391 935,937,939 - ------------------------------------------------------------------------------------------------------------------------------------ Meiningen 98617 Meiningen Leipziger Str. 68a 3693 3675,3676,3685,3686, 3687,3693,3694,3695,3696 - ------------------------------------------------------------------------------------------------------------------------------------ Meissen 01662 Meissen Fabrikstr.18a 3521 3521,3522,3523,3524 - ------------------------------------------------------------------------------------------------------------------------------------ Melsungen 34212 Melsungen Kesselberg 50 5661 565,566,568 - ------------------------------------------------------------------------------------------------------------------------------------ Memmingen 87700 Memmingen Kohlschanzstr. 2,4 8331 833,834,839 - ------------------------------------------------------------------------------------------------------------------------------------ Merseburg / Saale 06217 Merseburg / Saale Konig-Heinrich-Strasse 11 3461 3443,3444,3461,3462,3463 - ------------------------------------------------------------------------------------------------------------------------------------ Meschede 59872 Meschede Feldstr.34/ 291 290,291,293,295,296, Mallinckrodtstr.20 297,298,299 - ------------------------------------------------------------------------------------------------------------------------------------ Minden / Westphalia 32427 Minden Gelindeweg 31-35 571 570,571,577 - ------------------------------------------------------------------------------------------------------------------------------------ Moers 47441 Moers Uerdinger Str.2-12/ 2841 284 Kautzstr.1 - ------------------------------------------------------------------------------------------------------------------------------------ Monchengladbach 41065 Monchengladbach Pescher Str . 187-191 2161 216 - ------------------------------------------------------------------------------------------------------------------------------------ Mosbach 74821 Mosbach / Baden Eisenbahnstr. 24 6261 626,6271,6274,628,629 - ------------------------------------------------------------------------------------------------------------------------------------ Muhlacker 75417 Muhlacker Bahnhofstr. 68 and 68a 7041 704 - ------------------------------------------------------------------------------------------------------------------------------------ Muhldorf 84453 Muhldorf on Inn Bonimeier-Ring 6 8631 862,863,867,868 - ------------------------------------------------------------------------------------------------------------------------------------ Muhlhausen / 99974 Muhlhausen / An der Burg 1 3601 3601,3602,3603,3604, Thuringia Thuringia 3605,3606,3607,3608 - ------------------------------------------------------------------------------------------------------------------------------------ Mullheim / Baden 79379 Mullheim / Baden Auf der Breite 2 7631 763,765,767 - ------------------------------------------------------------------------------------------------------------------------------------ Munchen (Munich) # 80636 Munchen (Munich) Blutenburgstr. 1 / 89 810,89 Pappenheimstr. - ------------------------------------------------------------------------------------------------------------------------------------ Munchen (Munich) 80636 Munchen (Munich) Schachenmeisterstr. 89 810,89 - ------------------------------------------------------------------------------------------------------------------------------------ Munster 48145 Munster Oststr. 2-18 / 251 250,251,253 Rudolfstr.1-5, 9 - ------------------------------------------------------------------------------------------------------------------------------------ Munster 48155 Munster Wolbecker Strasse 268 251 250,251,253 - ------------------------------------------------------------------------------------------------------------------------------------ Nauen 14641 Nauen / Brandenburg Parkstr.5 3321 3321,3322,3323,3385, 3386,3387 - ------------------------------------------------------------------------------------------------------------------------------------ Naumburg / Saale 06618 Naumburg Steinkreuzweg 3445 3441,3442,3445,3446 - ------------------------------------------------------------------------------------------------------------------------------------
Page 8 Interconnection Contract with FirstMark Confidential
- ------------------------------------------------------------------------------------------------------------------------------------ LOCATION OF ADDRESS AREA CODE OF STANDARD CATCHMENT AREA INTERCONNECTION THE LOCATION OF INTER-CONNECTION - ------------------------------------------------------------------------------------------------------------------------------------ Neubrandenburg 17033 Neubrandenburg Tannenkrug 395 395,396,3971,3972,3973, 3974,3975,3976,3977,3998, 3999 - ------------------------------------------------------------------------------------------------------------------------------------ Neumarkt / Upper 92318 Neumarkt / Upper Stehphanstrasse 12 and 14 9181 918 Palatinate Palatinate - ------------------------------------------------------------------------------------------------------------------------------------ Neumunster 24534 Neumunster Sedanstr.15-15b 4321 432,439 - ------------------------------------------------------------------------------------------------------------------------------------ Neunkirchen / Saar 66538 Neunkirchen Saar Wellesweilerstr./Haydnstr. 6821 682,684 - ------------------------------------------------------------------------------------------------------------------------------------ Neuss 41460 Neuss Hellersbergstr. 35/35a 2131 213 - ------------------------------------------------------------------------------------------------------------------------------------ Neustadt an der 67433 Neustadt Chemnitzer Str. 2 6321 632,635 Weinstr. - ------------------------------------------------------------------------------------------------------------------------------------ Neuwied 56564 Neuwied Andernacher Str. 21 / W' 2631 263,265 thurm. 4 - ------------------------------------------------------------------------------------------------------------------------------------ Niebull 25899 Niebull Osterweg 24 4661 465,466,467,468 - ------------------------------------------------------------------------------------------------------------------------------------ Norden 26506 Norden Am Markt 4-5 4931 493,494,497 - ------------------------------------------------------------------------------------------------------------------------------------ Nordhausen 99734 Nordhausen / Wilhelm-Carl-Schreiber-Str. 3 3631 3631,3632,3633,3634,3635, Thuringia 3636,3637 - ------------------------------------------------------------------------------------------------------------------------------------ Nurnberg (Nuremberg) 90441 Nurnberg (Nuremberg) Hansastrasse 1-45 911 911,912 - ------------------------------------------------------------------------------------------------------------------------------------ Nurnberg (Nuremberg) 90403 Nurnberg (Nuremberg) Josephsplatz 3 / Adlerstr. 35 911 911,912 - ------------------------------------------------------------------------------------------------------------------------------------ Oberhausen / Rhineland 46045 Oberhausen Paul-Reusch-Str. 4/6 208 208 - ------------------------------------------------------------------------------------------------------------------------------------ Oberursel / Taunus 61440 Oberursel / Taunus Gattenhofer Weg 41 6171 617 - ------------------------------------------------------------------------------------------------------------------------------------ Offenburg 77652 Offenburg Okenstr.25 781 780,781,784,785 - ------------------------------------------------------------------------------------------------------------------------------------ Ohringen 74613 Ohringen Pfedelbacher Str.47 7941 793,794 - ------------------------------------------------------------------------------------------------------------------------------------ Oldenburg 26122 Oldenburg Poststr. 1-3 441 440,441,445,448 - ------------------------------------------------------------------------------------------------------------------------------------ Oranienburg 16515 Oranienburg Schulstrasse 4-8 3301 3301,3302,3303,3304,3305, 3306,3307,3308,3309 - ------------------------------------------------------------------------------------------------------------------------------------ Oschatz 04758 Oschatz Am langen Rain 3435 3421,3422,3423,3424,3425, 3426,3435,3436 - ------------------------------------------------------------------------------------------------------------------------------------ Osnabruck 49074 Osnabruck Wittekindstr. 5-8 / 541 540,541,542 Moserstr. 19-2 - ------------------------------------------------------------------------------------------------------------------------------------ Paderborn 33102 Paderborn Rathenaustr. 26-30 5251 525,529 - ------------------------------------------------------------------------------------------------------------------------------------ Parchim 19370 Parchim Westring 40 3871 3871,3872,3873,3874,3875, 3883,3884,3885 - ------------------------------------------------------------------------------------------------------------------------------------ Passau 94032 Passau Auerspergstr.5 851 850,851,855,858,859 - ------------------------------------------------------------------------------------------------------------------------------------ Peine 31224 Peine Duttenstedter Str.136 5171 517 - ------------------------------------------------------------------------------------------------------------------------------------ Perleberg 19348 Perleberg Kurmarker Strasse 3876 3876,3877,3878,3879 - ------------------------------------------------------------------------------------------------------------------------------------ Pfarrkirchen / Lower 84347 Pfarrkirchen / Lower Seilerweg 4b,c,d, 8561 853,854,856,857 Bavaria Bavaria - ------------------------------------------------------------------------------------------------------------------------------------ Pforzheim 75172 Pforzheim Museumstr. 11 7231 723 - ------------------------------------------------------------------------------------------------------------------------------------ Pirmasens 66954 Pirmasens Emil-Kommerling Str. 41/43 6331 633,637 - ------------------------------------------------------------------------------------------------------------------------------------ Pirna 01796 Pirna An der Bruckmuhle 8 3501 3501,3502,3503 - ------------------------------------------------------------------------------------------------------------------------------------ Plauen 08529 Plauen Karl-Tucholsky-Strasse 63 3741 3741,3742,3743,3744,3745, 3746 - ------------------------------------------------------------------------------------------------------------------------------------ Potsdam 14478 Potsdam An der alten Zauche 331 331,3320,3327,3328, 3329 - ------------------------------------------------------------------------------------------------------------------------------------ Prenzlau 17291 Prenzlau Brussower Landstr. 99 3984 3984,3985,3986,3987,3988 - ------------------------------------------------------------------------------------------------------------------------------------ Ravensburg 88212 Ravensburg Gartenstr.107 751 750,751,752,756 - ------------------------------------------------------------------------------------------------------------------------------------ Recklinghausen 45657 Recklinghausen Am Steintor 3 / Tiefer Pfad 2361 236,2309 2-4 - ------------------------------------------------------------------------------------------------------------------------------------ Regensburg 93053 Regensburg Bajuwarenstrasse 4 941 940,941,943,944,945,947, 948,949 - ------------------------------------------------------------------------------------------------------------------------------------ Remscheid 42859 Remscheid Greulingstr. 39 / Eisenstr.6 2191 219 - ------------------------------------------------------------------------------------------------------------------------------------ Reutlingen 72766 Reutlingen Karlstr. 84 7121 707,712 - ------------------------------------------------------------------------------------------------------------------------------------ Riesa 01587 Riesa Berliner Str. 27 3525 3525,3526 - ------------------------------------------------------------------------------------------------------------------------------------ Rochlitz 09306 Rochlitz Lindenstr. 3737 3737,3738 - ------------------------------------------------------------------------------------------------------------------------------------
Page 9 Interconnection Contract with FirstMark Confidential
- ------------------------------------------------------------------------------------------------------------------------------------ LOCATION OF ADDRESS AREA CODE OF STANDARD CATCHMENT AREA INTERCONNECTION THE LOCATION OF INTER-CONNECTION - ------------------------------------------------------------------------------------------------------------------------------------ Rosenheim / Upper 83022 Rosenheim / Upper Bahnhofstr. 23/27, A. 8031 803,805 Bavaria Bavaria Kathreinstr. - ------------------------------------------------------------------------------------------------------------------------------------ Rostock 18055 Rostock August-Bebel-Strasse 27 381 381,3820, 3829 - ------------------------------------------------------------------------------------------------------------------------------------ Rostock 18198 Kritzmow Biestower Weg 6a 381 381,3820, 3829 - ------------------------------------------------------------------------------------------------------------------------------------ Roth / Central 91154 Roth / Central Friedrich-Ebert-Str. 12 9171 914,917 Franconia Franconia - ------------------------------------------------------------------------------------------------------------------------------------ Rottweil 78628 Rottweil Steig 27 741 740,741,742,746 - ------------------------------------------------------------------------------------------------------------------------------------ Russelsheim 65428 Russelsheim Silberstr.23 6142 614 - ------------------------------------------------------------------------------------------------------------------------------------ Saalfeld / Saale 07318 Saalfeld Wachserzweg 1 3671 3661,3662,3663,3664,3665, 3671,3672,3673, 3674 - ------------------------------------------------------------------------------------------------------------------------------------ Saarbrucken 66121 Saarbrucken Mecklenburgring 25 681 680,681,689 - ------------------------------------------------------------------------------------------------------------------------------------ Saarlouis 66740 Saarlouis Zeughaus - / Kavalstr. 13 6831 683,688 - ------------------------------------------------------------------------------------------------------------------------------------ Salzgitter 38239 Salzgitter An der Landwehr 6, 8, 10 5341 532,534,538 - ------------------------------------------------------------------------------------------------------------------------------------ Sangerhausen 06526 Sangerhausen Frobelstr. 66 3464 3464,3465,3475,3476,3477, 3478 - ------------------------------------------------------------------------------------------------------------------------------------ Schleswig 24837 Schleswig Schwarzer Weg 13-17 4621 462,464 - ------------------------------------------------------------------------------------------------------------------------------------ Schorndorf 73614 Schorndorf / Siechenfeldstr. 29 7181 717,718 Wurttemberg - ------------------------------------------------------------------------------------------------------------------------------------ Schwabisch Hall 74523 Schwabisch Hall In den Herrenackern 11 791 790,791,795,796,797 - ------------------------------------------------------------------------------------------------------------------------------------ Schweinfurt 97421 Schweinfurt Schopperstrasse 33 9721 972 - ------------------------------------------------------------------------------------------------------------------------------------ Schwerin / Mecklenburg 19063 Schwerin An der Crivitzer Chaussee 52 385 385,386,3881,3882,3886, 3887 - ------------------------------------------------------------------------------------------------------------------------------------ Senftenberg 01968 Senftenberg Laugkstrasse 1-5 3573 3573,3574,3575 - ------------------------------------------------------------------------------------------------------------------------------------ Siegburg 53721 Siegburg Zeithstr. 73 2241 224 - ------------------------------------------------------------------------------------------------------------------------------------ Siegen 57072 Siegen Koblenzer Str. 87-93 271 271,273,275 - ------------------------------------------------------------------------------------------------------------------------------------ Sigmaringen 72488 Sigmaringen In der Au 3, 3/1,3 /2 7571 757,758 - ------------------------------------------------------------------------------------------------------------------------------------ Singen Hohentwiel 78224 Singen Bahnhofstr. 16-18 7731 773,777 - ------------------------------------------------------------------------------------------------------------------------------------ Sinsheim 74889 Sinsheim Jahnstr. 7-9 7261 726 - ------------------------------------------------------------------------------------------------------------------------------------ Solingen 42653 Solingen Schlagbaumer Str.113/115 212 212 - ------------------------------------------------------------------------------------------------------------------------------------ St Wendel 66606 St Wendel Tholeyer Str. 25 6851 685,686,687 - ------------------------------------------------------------------------------------------------------------------------------------ Stade 21682 Stade Gluckstadter Str. 23 4141 414,416 - ------------------------------------------------------------------------------------------------------------------------------------ Stadthagen 31655 Stadthagen Bahnhofstr. 15A-C 5721 572,575 - ------------------------------------------------------------------------------------------------------------------------------------ Starnberg 82319 Starnberg Gautinger Str. 1 8151 815,817 - ------------------------------------------------------------------------------------------------------------------------------------ Stendal 39576 Stendal Hallstrasse 42-46 3931 3901,3902,3903,3931, 3932, 3935,3936,3937,3938,3939 - ------------------------------------------------------------------------------------------------------------------------------------ Stolzenau 31592 Stolzenau Am Markt 20 5761 576 - ------------------------------------------------------------------------------------------------------------------------------------ Stralsund 18439 Stralsund Neuer Markt 4 3831 3821,3822,3823,3830,3831, 3832,3833,3838, 3839 - ------------------------------------------------------------------------------------------------------------------------------------ Straubing 94315 Straubing Kolbstrasse 10 9421 942,946 - ------------------------------------------------------------------------------------------------------------------------------------ Strausberg 15344 Strausberg Muhlenweg 4 3341 3341,3342,3343,3344,3345, 3346,3347 - ------------------------------------------------------------------------------------------------------------------------------------ Stuttgart 70565 Stuttgart Schockenriedstr.16 711 711,715 - ------------------------------------------------------------------------------------------------------------------------------------ Stuttgart 70469 Stuttgart Maybachstr. 57 711 711,715 - ------------------------------------------------------------------------------------------------------------------------------------ Suhl 98527 Suhl Schleusinger Str. 2-6 3681 3670,3677,3678,3679,3681, 3682,3683,3684 - ------------------------------------------------------------------------------------------------------------------------------------ Tauberbischofsheim 97941 Tauberbischofsheim Schmiederstr. 17 9341 934 - ------------------------------------------------------------------------------------------------------------------------------------ Traunstein 83278 Traunstein Seuffertstr. 2-12 861 861,864,865,866 - ------------------------------------------------------------------------------------------------------------------------------------ Trier 54292 Trier Wasserweg 7-9 651 650,651,658 - ------------------------------------------------------------------------------------------------------------------------------------ Uelzen 29525 Uelzen Ringstr. 13 / Gartenstr. 3 581 580,581,582,583,584,585, 586,587,588 - ------------------------------------------------------------------------------------------------------------------------------------
Page 10 Interconnection Contract with FirstMark Confidential
- ------------------------------------------------------------------------------------------------------------------------------------ LOCATION OF ADDRESS AREA CODE OF STANDARD CATCHMENT AREA INTERCONNECTION THE LOCATION OF INTER-CONNECTION - ------------------------------------------------------------------------------------------------------------------------------------ Ulm / Donau 89073 Ulm Olgastr. 67 731 730,731,734,738, - ------------------------------------------------------------------------------------------------------------------------------------ Velbert 42549 Velbert Rheinlandstr. 24 2051 2051,2052,2053,2056, 2058 - ------------------------------------------------------------------------------------------------------------------------------------ Verden / Aller 27283 Verden / Aller Cluventalstr. 17 / 4231 423,425,426,428 Sudstr.34-40 - ------------------------------------------------------------------------------------------------------------------------------------ Villingen in the 78050 Villingen-Schwenningen Benediktinerring 6/6A 7721 772 Black Forest - ------------------------------------------------------------------------------------------------------------------------------------ Waakirchen 83666 Waakirchen Alex-Gugler-Str. 7 8021 802,804 - ------------------------------------------------------------------------------------------------------------------------------------ Waren / Muritz 17192 Waren / Muritz D.-Bonhoff-Str.15 3991 3981,3982,3983,3991,3992, 3993,3994,3995,3996,3997 - ------------------------------------------------------------------------------------------------------------------------------------ Weiden / Upper 92637 Weiden / Upper Obere Bauscher Strasse 14 961 960,961,963,964,965,968 Palatinate Palatinate - ------------------------------------------------------------------------------------------------------------------------------------ Weilheim / Upper 82362 Weilheim / Upper Bahnhofstr 4 881 880,881,882,884,885,886, Bavaria Bavaria - ------------------------------------------------------------------------------------------------------------------------------------ Weimar / Thuringia 99427 Weimar / Thuringia Ettersburger Strasse 40 3643 3643,3644,3645,3646 - ------------------------------------------------------------------------------------------------------------------------------------ Weisswasser 02943 Weisswasser Schweigstr. 28 / Am 3576 3576,3577,3588,3589 Wasserturm - ------------------------------------------------------------------------------------------------------------------------------------ Wernigerode 38855 Wernigerode Halberstadter Chaussee 5 3943 3943,3944,3945,3946,3947, 3948 - ------------------------------------------------------------------------------------------------------------------------------------ Wesel 46483 Wesel Berliner-Tor-Platz1 281 280,281,285,2874 - ------------------------------------------------------------------------------------------------------------------------------------ Wetzlar 35586 Wetzlar Philipstr. 2 6441 644,647 - ------------------------------------------------------------------------------------------------------------------------------------ Wiesbaden 65195 Wiesbaden Carl-von-Ibell-Weg 611 611,612 - ------------------------------------------------------------------------------------------------------------------------------------ Wilhelmshaven 26382 Wilhelmshaven Schillerstr. 30 / Goethestr. 4421 442,446 19 - ------------------------------------------------------------------------------------------------------------------------------------ Winsen / Luhe 21423 Winsen / Luhe Ernststr. 5-7 4171 417,418 - ------------------------------------------------------------------------------------------------------------------------------------ Wittlich 54516 Wittlich Kalkturmstr. 47a 6571 652,653,654,655,656,657,659 - ------------------------------------------------------------------------------------------------------------------------------------ Wittstock / Dosse 16909 Wittstock / Dosse Ringstrasse 3394 3391,3392,3393,3394,3395, 3396,3397,3398 - ------------------------------------------------------------------------------------------------------------------------------------ Wolfsburg 38440 Wolfsburg Porschestr. 43c 5361 536 - ------------------------------------------------------------------------------------------------------------------------------------ Worms 67547 Worms Mainzer Strasse 54 6241 624 - ------------------------------------------------------------------------------------------------------------------------------------ Worth on Rhine 76744 Worth on Rhine Johann-Strauss-Str. 21 7271 727 - ------------------------------------------------------------------------------------------------------------------------------------ Wunsdorf 31515 Wunsdorf Hannoversche Str.19 5031 502,503,507,516 - ------------------------------------------------------------------------------------------------------------------------------------ Wuppertal 42105 Wuppertal Briller Str. 37 202 202 - ------------------------------------------------------------------------------------------------------------------------------------ Wurzburg 97070 Wurzburg Paradeplatz 4 931 930,931,936 - ------------------------------------------------------------------------------------------------------------------------------------ Wurzburg 97080 Wurzburg Schurerstrasse 9a 931 930,931,936 - ------------------------------------------------------------------------------------------------------------------------------------ Zeuthen 15738 Zeuthen Am Heideberg 52 33762 3361,3362,3363,3375,3376 - ------------------------------------------------------------------------------------------------------------------------------------ Zittau 02763 Zittau Nordstr. 17 3583 3583,3584 - ------------------------------------------------------------------------------------------------------------------------------------ Zossen / Brandenburg 15806 Zossen / Brandenburg Gerichtsstrasse 3377 3370,3371,3372,3373,3374, 3377,3378,3379 - ------------------------------------------------------------------------------------------------------------------------------------ Zwickau 08060 Zwickau Bulaustrasse am Friedhof 375 375,376 - ------------------------------------------------------------------------------------------------------------------------------------
# Location at which double support is possible. 2.2 Locations of interconnection of category B are locations in which Telekom offersutilisation of the interconnection service in accordance with the prerequisites of ENCLOSURE C - SERVICES PORTFOLIO, part 1 from or in the respective standard catchment area . Interconnection Contract with FirstMark Confidential ENCLOSURE G PUBLICATION Page 1 Interconnection Contract with FirstMark Confidential The contract partners agree that the following parts of the interconnection agreement can be released by the regulation authority without disclosure of business or company secrets for inspection by other users in accordance with section 6 para. 4 NZV. o Main part of the interconnection contract o Enclosure A Definitions o Enclosure B Interconnection junction o Enclosure C Service portfolio o Enclosure D Price o Enclosure E Quality o Enclosure F Locations of interconnection o Enclosure G Publication Page 2 INTERFACE SPECIFICATION "SIGNALLING IN THE SIGNALLING INTERMEDIATE NETWORK NO. 7 (ZZN7)" VERSION 3.0.0 PUBLISHED BY THE WORKING TEAM "TECHNICAL AND OPERATIONAL QUESTIONS OF NUMBERING AND NETWORK INTERCONNECTION (AKNN)" COMPILED BY THE SUB WORKING TEAM "SIGNALLING (UAK S)" EDITOR: Peter Ziemann, Nortel Dasa (e-mail: peter.ziemann@nortel-dasa.de) Page 1 of 61 INTRODUCTION This document only contains the exchange-related technical arrangements and specifications as well as the description of the signalling interface for the interconnection of telecommunications networks in Germany via the signalling intermediate network no. 7. Where commensurate with the description methods of the international standards, additional formats, encoding and procedures in the source and destination exchange locations will be described. If a network connected to the signalling intermediate network no. 7 behaves differently than described here, a national network interworking exchange location must still support the network in question and the signalling intermediate network. The signalling in the signalling intermediate network no. 7 is based on the basic specifications defined in Section 1 REFERENCE DOCUMENTS and the additional specifications made in this document. The document has the status of a technical recommendation. The specifications thus form the basis for the implementation of the elements of the SS7 which are agreed in bilateral contracts between network providers. In this connection, the ISUP Version 2 forms the basis. When interconnecting networks on the basis of the ISUP Version 1, deviating arrangements are permissible. New requirements placed on the signalling interface or additional exchange-specific technical arrangements are defined and agreed jointly between the network providers. Following agreement in mutual consent, this document shall be modified accordingly. Signalling information which is to be transferred for national applications via the signalling intermediate network no. 7 will be encoded with encoding from the area of ITU-T reserved for national applications and is indicated additionally in this document with an "N" (national). The regulatory requirements are dealt with in Enclosure 3. The currently valid issue of this document is indicated in the overview of issue versions. Page 2 of 61 LIST OF ISSUE VERSIONS The list of issue versions enables the identification of the latest issue version. All portions of text which are agreed between the participating network providers are listed in the document without special notes. All changes are indicated as follows: New text is underlined and a special annotation is made at the edge of the page. After the relevant portion of text is agreed, these annotations are removed. The first agreed version is Version 1.0.0 dated 31 March, 1997. The second agreed version is Version 2.0.0 dated 31 January, 1998. The third agreed version is Version 3.0.0 dated 8 September, 1998. All enclosures are given the version number of the main document. The increase in the first version number depends on the external fundamental conditions (e.g. phone-number portability and carrier selection), the increase in the second version number takes place following changes in content, the increase in the third version number takes place following editorial changes. The list of issue versions should be updated following every change of the document. If the changes are incorporated into the document, the date of incorporation is entered in the list. If incorporation of the changes cannot be agreed, the change is deleted again from the list. One line of the list should be used for every modified paragraph. Page 3 of 61 OVERVIEW OF ISSUE VERSIONS
- ----------------------------------------------------------------------------------------------------------------- Version Date Modified section Proposed by Incorporated on 0.1.0 5 February 1997 entire all 6 February 1997 0.2.0 28 February 1997 entire all 3 March 1997 0.3.0 11 March 1997 3.6 (new) editor 27 March 1997 19 March 1997 4.3.1.3 - 3.N.2 all 25 March 1997 19 March 1997 4.3.1.4 - 2.17 editor 27 March 1997 19 March 1997 Enclosure 4 all 25 March 1997 19 March 1997 Enclosure 5 (new) all 25 March 1997 1.0.0 31 March 1997 Issue version, phase 1 NOTE: CHANGES TO VERSION 0.3.0 1.1.0 27 March 1997 2.17 all 3 April 1997 31 March 1997 entire editorial changes 3 April 1997 from V1.0.0 1.2.0 29 April 1997 entire all 29 April 1997 1.3.0 15 May 1997 3.6 all 12 June 1997 4.3 - 2.17.3 all 12 June 1997 3 June 1997 1 (ISUP'97) editor 12 June 1997 4.3 - 2.17.3b all 12 June 1997 2.18 all 12 June 1997 12 June 1997 1 (TR FUV) editor 12 June 1997 1.4.0 26 June 1997 Covering sheet AK NN 22 August 1997 17 July 1997 Introduction all 22 August 1997 17 July 1997 1 (ISUP'97) all 22 August 1997 17 July 1997 3.6 (editorial) all 22 August 1997 17 July 1997 4.3.1.2 - 2.N.3 all 22 August 1997 17 July 1997 4.3.1.3 - 3.1 all 22 August 1997 17 July 1997 4.3.1.3 - 3.N.2 all 22 August 1997 17 July 1997 4.3.1.3 - 3.N.3 all 22 August 1997 17 July 1997 4.3.1.3 - 4 all 22 August 1997 17 July 1997 19 August 1997 4.3.1.4 - 2.17 all 22 August 1997 17 July 1997 4.3.1.4 - 2.18 all 22 August 1997 19 August 1997 Enclosure 1 all 22 August 1997 19 August 1997 Enclosure 5 all 22 August 1997 1.5.0 11 December 1997 Enclosure 6 (new) all 2 January 1998 11 December 1997 Enclosure 7 (new) all 2 January 1998 2 January 1998 4.3.2.4 - 3 editor 2 January 1998 2 January 1998 1 (SCCP routing) editor 2 January 1998 2 January 1998 4.2 Reference to SCCP editor 2 January 1998 routing documentation - -----------------------------------------------------------------------------------------------------------------
Page 4 of 61 - ----------------------------------------------------------------------------------------------------------------- 1.6.0 22 January 1998 1 (TKSiV) all 26 January 1998 22 January 1998 Enclosure 2 all 26 January 1998 22 January 1998 Enclosure 3 all 26 January 1998 22 January 1998 Enclosure 6 all 26 January 1998 22 January 1998 Enclosure 7 all 26 January 1998 1.6.1 Submitted for agreement by working team Numbering and Network 29 January 1998 Interconnection 1.6.2 Agreed version sub working team Signalling 2 February 1998 Submitted for agreement by working team Numbering and Network 2 February 1998 Interconnection 2.0.0 10 February 1998 Adopted version 10 February 1998 2.1.0 16 June 1998 MCE procedure all 17 June 1998 2.2.0 1 July 1998 APM all 3 July 1998 2.3.0 16 July 1998 Q.764 - 2.19.3 all 31 July 1998 16 July 1998 Q.765 - ATII all 31 July 1998 30 July 1998 Q.765 - Corrigendum 31 July 1998 30 July 1998 Agreed version sub working team Signalling / Submitted to working team Numbering and Network Interconnection 3.0.0 8 September 1998 Adopted version 8 September 1998 - -----------------------------------------------------------------------------------------------------------------
Page 5 of 61 LIST OF CONTENTS 1 REFERENCE DOCUMENTS 8 2 DISCUSSIONS HAVING CONSEQUENCES FOR THE EXCHANGE TECHNOLOGY 11 2.1 Separation of the signalling networks 11 2.2 Use of the PCM timeslots for signalling channels 11 2.3 Carriage of the signalling traffic 11 2.4 CRC4 procedure 11 3 TECHNICAL AGREEMENTS 12 3.1 Commissioning 12 3.1.1 COMMISSIONING OF A LINE 12 3.1.2 COMMISSIONING TESTS 12 3.2 ROUTE CONTROL 12 3.2.1 ROUTE CONTROL, GENERAL 12 3.2.2 ROUTE CONTROL OF TRAFFIC TO AND FROM THE INTERNATIONAL NETWORK 13 3.3 Registration of the traffic 13 3.3.1 REGISTRATION OF SERVICE CHANNEL TRAFFIC 13 3.3.2 REGISTRATION OF SIGNALLING TRAFFIC 13 3.4 Information messages and sounds 13 3.5 Provisions for the elimination of recognised faulty behaviour 14 3.6 Procedure for the avoidance of looping between the networks 14 4 PROTOCOLS 15 4.1 MTP Q.70x 15 4.2 SCCP Q.711-714, Q.716 16 4.3 ISUP 17 4.3.1 ISUP BASIC CALL Q.76X 17 4.3.1.1 FUNCTIONAL DESCRIPTION OF THE ISDN USER PART OF THE SIGNALLING SYSTEM NO. 7 17 4.3.1.2 Q.762 GENERAL FUNCTIONS OF MESSAGES AND SIGNALS 17 4.3.1.3 Q.763 FORMATS AND CODES 20 4.3.1.4 Q.764 SIGNALLING SYSTEM NO. 7 ISDN USER PART SIGNALLING PROCEDURES 28 4.3.2 ISDN SUPPLEMENTARY SERVICES Q.730 - Q.737 37 4.3.2.1 Q.730 ISDN SUPPLEMENTARY SERVICES 37 4.3.2.2 Q.731 NUMBER IDENTIFICATION SUPPLEMENTARY SERVICES 37 4.3.2.3 Q.732 CALL OFFERING SUPPLEMENTARY SERVICES 38 4.3.2.4 Q.733 CALL COMPLETION SUPPLEMENTARY SERVICES 39 4.3.2.5 Q.734 MULTIPARTY SUPPLEMENTARY SERVICES 40 4.3.2.6 Q.735 COMMUNITY OF INTEREST SUPPLEMENTARY SERVICES 40 4.3.2.7 Q.737 ADDITIONAL INFORMATION TRANSFER SUPPLEMENTARY SERVICES 4.3.3 APPLICATION TRANSPORT MECHANISM Q.765 41 5 ABBREVIATIONS 43 6 INDEX OF ENCLOSURES 46 7 ENCLOSURE 1: DIGIT FORMAT FOR THE LOCATION NUMBER PARAMETER 47 8 ENCLOSURE 2 (INFORMATIVE): CONTROL OF ECHO SUPPRESSERS 49 Page 6 of 61 9 ENCLOSURE 3: REGULATORY REQUIREMENTS 51 10 ENCLOSURE 4: ENCODING OF THE COMPATIBILITY PARAMETERS 53 11 ENCLOSURE 5: EMERGENCY-CALL CONCEPT 57 12 ENCLOSURE 6 (INFORMATIVE): SUPPLEMENT FOR DETECTING THE CALLING PARTY ON THE CONNECTION SECTION 58 13 ENCLOSURE 7: RESERVATION OF CODE POINTS IN THE RANGE "FOR NATIONAL USE" 60 13.1 Procedure for the assignment of code points in the range "for national use" 60 13.2 Preferred encoding area for messages and parameters of the signalling intermediate network no. 7 61 Page 7 of 61 1 REFERENCE DOCUMENTS The documents listed in the following act as a basis for the interface signalling. In this respect, this document will describe more detailed specifications, limitations and deviations. ISUP: ITU-T Q.730 (03/93), ISDN Supplementary Services ITU-T Q.731 (03/93), Stage 3 Description for Number Identification Supplementary Services ITU-T Q.732 (03/93), Stage 3 Description for Call Offering Supplementary Services ITU-T Q.733 (03/93), Stage 3 Description for Call Completion Supplementary Services ITU-T Q.734 (03/93), Stage 3 Description for Multiparty Supplementary Services ITU-T Q.735 (03/93), Stage 3 Description for Community of Interest Supplementary Services ITU-T Q.737 (03/93), Stage 3 Description for additional Information Transfer Supplementary Services ITU-T Q.761 (03/93), Functional Description of the ISDN User Part ITU-T Q.762 (03/93), General Function of Messages and Signals of the ISDN User Part ITU-T Q.763 (03/93), Format and Codes of the ISDN User Part ITU-T Q.764 (03/93), ISDN User Part Signalling Procedures ITU-T Q.850 (03/93), Usage of Cause and Location in the DSS1 and ISUP TSB COM 11-R 8-E (21 July 1993), Corrigendum to Q.761 - Q.764 ETS 300 356-18 (02/95), Completion of Calls to Busy Subscriber (CCBS) COM 11-R 77-E (11/97), Report of the meeting held in Geneva from 1-19 September 1997: Part II - Draft new ITU-T Recommendation Q.765 proposed for approval under Resolution 1 (Signalling System No. 7 Application Transport Mechanism) TD PL/11-36 E, Corrigendum 1 to COM 11-R 77-E (Study Group 11, Geneva 11 - 15 May 1998) MTP: ITU-T Q.701 (03/93), Functional Description of the Message Transfer Part (MTP) CCITT Q.702 (1988), Signalling Data Link ITU-T Q.703 (03/93), Signalling Link ITU-T Q.704 (03/93), Signalling Network Functions and Messages ITU-T Q.705 (03/93), Signalling Network Structure ITU-T Q.706 (03/93), Message Transfer Part Signalling Performance ITU-T Q.707 (1988), Testing and Maintenance ETS 300 008 (12/91), Message Transfer Part (MTP) to support international interconnection ETS 300 008 (12/96), Message Transfer Part (MTP) to support international interconnection Page 8 of 61 SCCP: ITU-T Q.711 (03/93), Functional Description of the Signalling Connection Control Part ITU-T Q.712 (03/93), Definition and Function of SCCP Messages ITU-T Q.713 (03/93), SCCP Formats and Codes ITU-T Q.714 (03/93), Signalling Connection Control Part Procedures ITU-T Q.716 (03/93), Signalling Connection Control Part (SCCP) Performance BLUEBOOK (1988) ETS 300 009 (12/91), Signalling Connection Control Part (SCCP) to support international interconnection WHITEBOOK (03/93) ETS 300 009 (09/96), Signalling Connection Control Part (SCCP) (connectionless and connection-oriented class 2) to support international interconnection ADDITIONAL DOCUMENTS TO BE TAKEN INTO ACCOUNT: Ordinance for securing of telecommunications services and for granting privileges for the utilisation of these services (Telecommunications security ordinance TKSiV) dated 26 November, 1997 (BGBl. I page 2751). Technical guideline for describing the requirements placed on the implementation of legal measures for telecommunications surveillance (TR FUV), publisher: BMWi, issue 2.1, March 1998. Specification on phone-number portability, phase 1, publisher: working team for Phone-Number Portability, Version 1.3 from 6 March, 1998. Specification on selection of connection network provider (carrier selection), phase 2, publisher: working team Carrier Selection, issue version B from 3 December, 1996. ETS 300 334 (12/95), Routing in support of ISDN UP version 2 services ETS 300 517 (05/96), Digital cellular telecommunications system (Phase 2); MultiParty (MPTY) supplementary services - Stage 1 (GSM 02.84) / according to GSM 02.84, Version 4.4.7 ETS 300 545 (05/95), European digital cellular telecommunications system (Phase 2); MultiParty (MPTY) supplementary services - Stage 2 (GSM 03.84) / according to GSM 03.84, version 4.4.1 ETS 300 568 (02/95), European digital cellular telecommunications system (Phase 2); MultiParty (MPTY) supplementary services - Stage 3 (GSM 04.84) / according to GSM 04.84, Version 4.3.2 ETS 300 599 (11/95), European digital cellular telecommunications system (Phase 2); Mobile Application Part (MAP)(GSM 09.02) / according to GSM TS 09.02, Version 4.11.1 ETS 300 356-1 (02/95), ISDN User Part (ISUP) version 2 for the international interface; Part 1: Basic services Page 9 of 61 Network concept of the signalling intermediate network no. 7, Version 1.0.0, dated 31 March, 1997. Publisher: working team Signalling (AK S). ITU-T Q.752 (03/93), Monitoring and Measurements for Signalling System No. 7 Networks COM 11-R-29-E (03/97), Report of the meeting held in Geneva from 13 - 31 January 1997: Part II - Draft revised ITU-T Recommendation Q.761. COM 11-R-30-E (03/97), Report of the meeting held in Geneva from 13 - 31 January 1997: Part II - Draft revised ITU-T Recommendation Q.762. COM 11-R-31-E (03/97), Report of the meeting held in Geneva from 13 - 31 January 1997: Part II - Draft revised ITU-T Recommendation Q.763. COM 11-R-32-E (03/97), Report of the meeting held in Geneva from 13 - 31 January 1997: Part II - Draft revised ITU-T Recommendation Q.764. Specification for SCCP routing between network providers for ISUP-based services, Version: 1.0.0, date 12 May, 1998, publisher: sub working team Signalling (uAK S). German telecommunications law (TKG) dated 25 July, 1996 (BGBl. I page 1120), last modified by Article 2 of the law accompanying the telecommunications law dated 17 December, 1997 (BGBl. I page 3108). DES/SPS-01049 (V7) Integrated Services Digital Network (ISDN); Signalling System No. 7; ISDN User Part (ISUP) Support of Charging; Version 7; 03 June 1998 Page 10 of 61 2 DISCUSSIONS HAVING CONSEQUENCES FOR THE EXCHANGE TECHNOLOGY REMARK: Details can be found in the document "Network Concept of the Signalling Intermediate Network (ZZN7)". 2.1 SEPARATION OF THE SIGNALLING NETWORKS The separation of the signalling networks is ensured by the use of the network indicator NI = nat1 in the signalling intermediate network No.7 and NI = nat 0 in the networks interconnected via the signalling intermediate network no. 7. This means that all interconnected networks (ISDNs / PSTNs, PLMNs and additional PNs) and the signalling intermediate network are in each case independent signalling networks. 2.2 USE OF THE PCM TIMESLOTS FOR SIGNALLING CHANNELS Fundamentally, every timeslot (TS) except TS 0 can be used as a central signalling channel. Which TS actually gets used must be agreed between the relevant network providers. 2.3 CARRIAGE OF THE SIGNALLING TRAFFIC The signalling for service-channel traffic relationships between the interconnected networks can take place both via associated and quasi-associated link sets. Auxiliary routes can be set up. The interchange points for signalling traffic will be agreed separately. 2.4 CRC4 PROCEDURE The fundamental procedure used on the connection lines between the gateways is the CRC4 procedure. Any deviations from this must be agreed between the network providers affected. Page 11 of 61 3 TECHNICAL AGREEMENTS 3.1 COMMISSIONING 3.1.1 COMMISSIONING OF A LINE The gateways use the following procedure for commissioning a line. 1. A package must be installed between the exchange locations in question. 2. The processes described in Q.764 Annex G "Start up Procedures" are used. 3. As a co-ordination check, only the "Procedure using the Continuity Check Procedure" should be used (see Q.764 Annex G, Section G.3b). 3.1.2 COMMISSIONING TESTS Following successful commissioning of new traffic relationships between two gateways, the commissioning tests are to be employed for testing that successful connections to selected destinations can be established. The following connections are made: 1. Connections between end devices in both networks, in each case in both directions. In the process, all connection configurations employed in the networks (e.g. DSS 1, 1TR6, ANIS, analogue connection, GSM connection etc.) should be tested. 2. Incoming and outgoing foreign connections in the case where international access is realised in one of the relevant networks. For all connections, 3 minutes connection time should not be exceeded. 3.2 ROUTE CONTROL 3.2.1 ROUTE CONTROL, GENERAL Route control is effected on the basis of the Called Party Number, the Calling Party's Category, the Transmission Medium Requirement (TMR), the ISDN User Part Preference Indicator (IPI) and the Carrier Selection Parameter (CSP). In the foreign exchange locations, the Propagation Delay Counter can be evaluated. In many foreign exchange locations, the Satellite Indicator is evaluated for route control. For MOCs, the Satellite Indicator must be encoded with "00", no satellite circuit in the connection. For the setting of TMR and IPI in the source network, the specifications of the ETS 300 334 apply. Page 12 of 61 3.2.2 ROUTE CONTROL OF TRAFFIC TO AND FROM THE INTERNATIONAL NETWORK Route control to and from the international network is performed in accordance with ETS 300 334. 3.3 REGISTRATION OF THE TRAFFIC 3.3.1 REGISTRATION OF SERVICE CHANNEL TRAFFIC Currently, between Deutsche Telekom AG and the mobile telecommunications network providers, the following parameters for registration can be ascertained: o Duration of connection (as a total) o Incoming package o Outgoing package o Up to 8 digits of the Called Party Number o Daytime window With respect to the Multi-Carrier Environment, it is foreseeable that the above-mentioned parameters will no longer be sufficient for ascertaining the newly occurring traffic relationships. 3.3.2 REGISTRATION OF SIGNALLING TRAFFIC Each network provider is free to create appropriate registration options. Suggestions on this are described in the ITU-T Q.752. 3.4 INFORMATION MESSAGES AND SOUNDS The procedures described in the ISUP are used for the storage of messages in the destination network. For unsuccessful calls from other networks, no information messages must be stored if this can be signalled using Cause Value (i.e. no interworking has taken place to an analogue signalling). Special information messages can be stored for particular reasons. The aim is to generate information messages in the source network for unsuccessful attempts to establish a connection so as to avoid the unnecessary occupation of lines. The connected networks guarantee that an adequate information message is generated for the caller at least in the case of receipt from other networks of the following Cause Values of the Cause Indicator parameter. In this respect, the type, contents and duration of the information messages are specified by the relevant network provider. Page 13 of 61 Cause name Cause value unallocated (unassigned) number 1 no route to destination 3 no user responding 18 absent subscriber 20 number changed 22 address incomplete 28 Note: After an information message has been played, disconnection can take place with an REL (normal unspecified, cause #31) in order to prevent unnecessarily long busy times. At the latest when call-time monitoring has elapsed, these information messages are disconnected. The calling tone, busy tone, information tone (with or without Cause) and possibly other tones can be sent from national networks. It is possible that other tones can be received from the international network. 3.5 PROVISIONS FOR THE ELIMINATION OF RECOGNISED FAULTY BEHAVIOUR Recognised protocol errors in a network connected to the signalling intermediate network no. 7 must be dealt with in a bilaterally agreed reporting procedure. 3.6 PROCEDURE FOR THE AVOIDANCE OF LOOPING BETWEEN THE NETWORKS On account of errors, looping can occur between the networks. The following measures can be taken within the networks or at the network interworking to reduce the danger of loops between the networks: a. Use of the "hop counter" procedure, i.e. the number of hops between exchange locations is limited with the aid of the "hop counter". b. Passing on of the porting prefix `D'xxx all the way to the destination exchange location. This means that the porting prefix is not discarded at the interworking from the signalling intermediate network no. 7 to the relevant "national" network of the network provider but instead forwarded transparently all the way to the destination subscriber exchange and evaluated there. c. The following applies for the Carrier Selection Procedure: When the initial address message with a carrier selection parameter is received and there is no route towards the network identified by the network identification, the call will be released with cause no. 3 - no route to destination. Details must be agreed bilaterally between the network providers. Procedure recommendations which go beyond this and which have consequences for signalling in the signalling intermediate network no. 7 are "for further study". Page 14 of 61 4 PROTOCOLS DEVIATIONS FROM AND ADDENDA TO THE ITU-T AND ETSI SPECIFICATIONS The following lists the deviations from and addenda to the basic specification referred to in the section REFERENCE DOCUMENTS. When the relevant basic specifications are referred to, the numbering scheme of the basic specification itself is used. In addition, in the interests of clarity, the titles of the individual subordinate points are also listed. The statements made are only applicable in the context of stipulations of the basic specification. All specifications for the international interface also apply for the interface to the signalling intermediate network no. 7 unless otherwise stated in this document. The specifications bearing the remark "national use" will not be employed, except where this is explicitly stated. Reference to all procedures, parameters, messages etc ... in this document does not constitute an obligation to realising them completely. However, in the case of a realisation, the relevant specifications must be adhered to. 4.1 MTP Q.70X The procedures implemented in the MTP at least fulfil the latest CCITT Blue Book / ETS 300 008. Only digital Signalling Data Links having a bit rate of 64 kbit/s are used. Fundamentally, the basic error-correction procedure is employed. It is also possible to use the PCR procedure following separate agreement. All links in a link set are activated in the normal state and are used for message transmission, i.e. no inactive reserve links are the case. Use is made exclusively of the Standard Routing Label. The implementation of the procedures "Management Inhibiting" and "User Part Availability Control" is optional. The MTP Restart Procedure is not currently used. The future introduction of this procedure will take place following agreement and be co-ordinated on the basis of ITU-T Q.704 (see reference documents). Use is made exclusively of the Basic Signalling Link Management. Page 15 of 61 In the signalling intermediate network no. 7, the Network Indicator is encoded with "11". The Spare Bits "AB" in the Sub-service Field are not used. The maximum planned load value for a Signalling Link (Maximum Signalling Link Load During Normal Operation) is 0.2 erlangs in the normal case. The periodic Signalling Link Test is optional. 4.2 SCCP Q.711-714, Q.716 The procedures implemented in the SCCP fulfil at least the latest CCITT Blue Book. The specifications of the ETS 300 009 and the GSM specification 09.02 (MAP) apply restrictions and addenda. Use is made of protocol classes 0 and 1 only. Addressing is performed exclusively via Global Title and Subsystem Number. Only format 4 is used for the Global Title. If a Translation Type is specified for an SSN, this is also included in the source. For the transport of SCCP messages within the signalling intermediate network no. 7 or from the signalling intermediate network no. 7 to the international network or from the international network to the signalling intermediate network no. 7, no technical limitations exist with respect to the SSN. Bit 8 of the Address Indicator in the parameters Called and Calling Party Number is unused and encoded with 0 at the transmission end. Only the numbering plans "ISDN / Telephony Numbering Plan (Rec. E.163 and E.164)" and "ISDN / Mobile Numbering Plan (Rec. E.214)" are used. The XUDT and XUDTS messages are not currently used but forwarded transparently in Blue-Book SCCP implementations. The Message Return Procedure is always supported at the receiving end. At the transmission end, the Option Field in the source nodes is to be set to "Return Message On Error" in a manner dependent on the context. Support for the Primary/Backup operation mode is optional, but only the Dominant Mode is used with only one Backup Point. The Subsystem Status Management is not currently used. Page 16 of 61 Details of the SCCP routing in the signalling intermediate network no. 7 are to be read in the document "Specification for SCCP routing between network providers". 4.3 ISUP 4.3.1 ISUP BASIC CALL Q.76X 4.3.1.1 Q.761 FUNCTIONAL DESCRIPTION OF THE ISDN USER PART OF THE SIGNALLING SYSTEM NO. 7 3 CAPABILITIES SUPPORTED BY THE ISDN USER PART PRI - ADDITIONS Add to TABLE 1/Q.761 under "Generic signalling procedures for supplementary services" a new line: Pre-release information transport tick both National and International use. 3.1 INTERNATIONALLY APPLICABLE CLASS The signalling capabilities of this class are supported by all gateways connected to ZZN7. It is up to the particular network provider to support or not the functions/services mentioned in table 1/Q.761. The procedures indicated as "CCITT non-supported" are also not supported on the ZZN7 interface. If additional supplementary services are supported, the relevant standards as stated in chapter 1 ("Reference documents") of the document shall be used. 6 FUTURE ENHANCEMENTS AND COMPATIBILITY PRODECURE The requirements described in chapter 6 of Q.761 are mandatory to implement. 4.3.1.2 Q.762 GENERAL FUNCTIONS OF MESSAGES AND SIGNALS 1 SIGNALLING MESSAGES AMENDMENT: Page 17 of 61 1.APM.1 PRE-RELEASE INFORMATION MESSAGE (PRI) A message to be used with the Release message for the transport of information where sending of that information in the Release message itself would cause compatibility problems with ISUP '92 and subsequent versions of the ISUP protocol. 1.APM.2 APPLICATION TRANSPORT MESSAGE (APM) A message sent in either direction to convey application information using the Application Transport mechanism. 2. SIGNALLING INFORMATION AMENDMENT: 2.N.1 SUBSCRIBER PRIORITY CLASS Information sent in forward direction to indicate the priority class of the calling party. This parameter is evaluated in case of disaster. 2.N.2 CARRIER SELECTION Information sent in forward direction to identify the transport carrier selected by the subscriber through ,,Carrier Selection". 2.N.3 MULTI CARRIER ENVIRONMENT Information sent in forward direction to identity the method the subscriber used to select the carrier. 2.60 3.40 (ISUP'97) HOP COUNTER Information sent in the forward direction to minimize the impact of looping. The initial count determines the maximum number of contiguous ISUP interexchange circuits that are allowed to complete the call, assuming all subsequent intermediate exchanges decrement the hop counter. 2.APM.1 APPLICATION TRANSPORT PARAMETER (APP) Page 18 of 61 Information sent in either direction to allow the peer to peer communication of Application Transport mechanism user application. 2.APM.2 APPLICATION CONTEXT IDENTIFIER A value that uniquely identifies the application using the application transport mechanism. 2.APM.3 APPLICATION INSTRUCTION INDICATORS (ATII) Information sent in either direction indicating how an exchange should react in case the indicated application using the application transport mechanism is not supported. 2.APM.4 SEGMENTATION INDICATOR Information sent in either direction to indicate the number of remaining segments carrying information using the APM mechanism that will be forwarded. 2.APM.5 ENCAPSULATED APPLICATION INFORMATION Application information required to be transported by the application transport mechanism. 2.APM.6 SEQUENCE INDICATOR Used to indicate the beginning (first segment) of an APM segmentation procedure sequence. 2.APM.7 SEGMENTATION LOCAL REFERENCE (SLR) A unique value to a call used to associate segments in an APM segmentation procedure. Page 19 of 61 4.3.1.3 Q.763 FORMATS AND CODES 1 GENERAL 1.2 CIRCUIT IDENTIFICATION CODE The allocation rule ,,a)" shall be used AMENDMENT: The first PCM system interconnecting two gateway-exchanges is coded ,,1" in bit 6. 2 PARAMETER FORMATS AND CODES 2.1 MESSAGE TYPE CODES AMENDMENT: The following messages has to be added on bottom of table 4 Q.763, but before the ,,Reserved (used in 1984 version)" line. Pre-release Information 1.APM 0100 0010 Application transport 2.APM 0100 0001 3 ISDN USER PART PARAMETERS GENERAL: The following applies to all number parameters: If the country code in the international number format would be 49, the nature of address indicator has to be set to ,,national (significant) number" and the national number format has to be used. 3.1 PARAMETER NAMES AMENDMENT: The following parameter has to be added on bottom of table 5 Q.763. Subscriber priority class 3.N.1 1111 1110 Carrier selection 3.N.2 1111 0000 Hop counter 3.80 0011 1101 (ISUP'97) Multi carrier environment 3.N.3 1110 1110 Page 20 of 61 Application transport 3.APM.1 0111 1000 3.7 CALL HISTORY INFORMATION The coding of the call history parameter shall be the following: ------------------------------------------------------------- 8 7 6 5 4 3 2 1 ------------------------------------------------------------- 1 P O N M L K J I ------------------------------------------------------------- 2 H G F E D C B A ------------------------------------------------------------- 3.9 CALLED PARTY NUMBER e) Address signal The codepoint ,,1101" is used to identify the ported number prefix. 3.10 CALLING PARTY NUMBER b) Nature of address indicator The codepoint ,,0000011" (national significant number) is a valid codepoint. Therefore the statement ,,for national use" does not apply. 3.30 LOCATION NUMBER NOTE: If the location number is used to identify the calling party position. The coding of the parameter should be as follows: Numbering Plan Indicator: ISDN Numbering Plan (default) Screening Indicator: Network Provided (default) For digit format see Enclosure 1 (,,Enclosure 1"). Page 21 of 61 3.33 MESSAGE COMPATIBILITY INFORMATION The coding might be according to informative Enclosure A of ETS 300356-1. 3.39 ORIGINAL CALLED NUMBER b) Nature of address indicator The codepoint ,,0000011" (national significant number) is a valid codepoint. Therefore the statement ,,for national use" does not apply. 3.4.1 PARAMETER COMPATIBILITY INFORMATION The coding might be according to informative Enclosure A of ETS 300356-1 and Enclosure 4 (,,Enclosure 4") of this document. 3.4.2 PROPAGATION DELEY COUNTER The coding of the propagation delay counter shall be the following. ------------------------------------------------------------- 8 7 6 5 4 3 2 1 ------------------------------------------------------------- 1 P O N M L K J I ------------------------------------------------------------- 2 H G F E D C B A ------------------------------------------------------------- 3.44 REDIRECTING NUMBER b) Nature of address indicator The codepoint ,,0000011" (national significant number) is a valid codepoint. Therefore the statement ,,for national use" does not apply. 3.45 REDIRECTION INFORMATION The coding is according to figure 44/Q.763. Page 22 of 61 The note is not applicable. The lenght of the redirection information parameter must be 2 octets when sending it. If a redirection information parameter is received not containing the 2nd octet it should be interpreted as a redirection counter coding 001. 3.N.1 SUBSCRIBER PRIORITY CLASS ------------------------------------------------------------- 8 7 6 5 4 3 2 1 ------------------------------------------------------------- H G F E D C B A ------------------------------------------------------------- A Subscriber priority class: 0 without priority 1 with priority B-H spare 3.N.2 CARRIER SELECTION The coding is according figure 53/Q.763. b) Type of network identification Only the codepoint ,,010" (national network identification) is valid. c) Network identification plan Only the codepoint ,,0001" (german network identification plan) is valid. d) Network identification The network identification consists of 2 or 3 digits (Carrier Identification Code) and is organised according to the german network identification plan for carrier selection. The coding principles are given in Q.763 3.9 e) (with the exeption of overdecadic digits) and 3.9 f). 3.N.3 MULTI CARRIER ENVIRONMENT The format of the multi carrier environment parameter fields is shown as follows: ------------------------------------------------------------- 8 7 6 5 4 3 2 1 ------------------------------------------------------------- H G F E D C B A ------------------------------------------------------------- Page 23 of 61 The following codes are used in the multi carrier environment parameter field: Bits B A preselection indicator 0 0 spare 0 1 call-by-call selected 1 0 preselected 1 1 call-by-call selection of preselected carrier C - G spare H extension Indicator 0 octet continues through the next octet 1 last octet 3.80 (ISUP'97) HOP COUNTER The format of the Hop counter parameter fields is shown as follows: ------------------------------------------------------------- 8 7 6 5 4 3 2 1 ------------------------------------------------------------- H G F E D C B A ------------------------------------------------------------- The following codes are used in the Hop counter parameter field: bits EDCBA Hop counter The Hop counter contains the binary value of the number of contiguous SS7 interexchange circuits that are allowed to complete the call. bits HGF spare 3.APM.1 APPLICATION TRANSPORT PARAMETER (APP) ---------------------------------------------------- 8 7 6 5 4 3 2 1 ---------------------------------------------------- 1 Ext Application Context Identifier ---------------------------------------------------- 2 Ext SPARE ATII ------ ------------- Ext B A ---------------------------------------------------- 3 Ext SI APM segmentation indicator ---------------------------------------------------- 3a Ext SLR ---------------------------------------------------- Page 24 of 61 ------------------------------------------------- 4a Encapsulated Application Information 4n ------------------------------------------------- A) EXTENSION INDICATORS 0 further octet exists 1 last octet NOTE - Extensions to Octet 1 are for the expansion of the Application Context Identifier value range. B) APPLICATION CONTEXT IDENTIFIER (ACI) (OCTET 1) 0 Unidentified Context and Error Handling (UCEH) ASE 1 PSS1 ASE (VPN) 2 Spare 3 Charging ASE 4-63 Spare 64-127 Reserved for non-standardized applications NOTE - The compatibility mechanism as defined in Q.764 is not applicable to this field. C) APPLICATION TRANSPORT INSTRUCTION INDICATORS (ATII) (OCTET 2) bit A: Release call indicator 0 do not release call 1 release call bit B: Send notification indicator 0 do not send notification 1 send notification D) APM SEGMENTATION INDICATOR (OCTET 3) 0 final segment 1-9 indicates the number of following segment 10-255 spare NOTE - The compatibility mechanism as defined in Q.764 is not applicable to this field. E) SEQUENCE INDICATOR (SI) (OCTET 3) 0 Subsequent segment to first segment 1 New sequence F) SEGMENTATIO LOCAL REFERENCE (SLR) (OCTET 3A) Page 25 of 61 g) ENCAPSULATED APPLICATION INFORMATION Contains the application specific information. The format and coding of this field is dependant upon the APM-user application and defined in the appropriate Recommendation. For APM-user applications that wish to provide a service of transparent transport of information (e. g. the case where existing information elements are defined for the transport of certain information) as well as having the ability of passing additional network related information within the public network, then the following guideline is provided: It is suggested that this field be structured such that the first octet (i. e. first octet of first segment for long APM-user information) ist a pointer to information to be transported transparently. The pointer value (in binary) gives the number of octets between the pointer itself (included) and the first octet (not included) of transparent data. The pointer value all zeros is used to indicate that, no transparent data is present. The range of octets between the pointer octet and the first octet of transparent date (to which the pointer octet points) contains the network related information to be passed between applications residing within the public network. The format and coding of both the transparent information and the network related information is application specific and defined in the appropriate Recommendation. Page 26 of 61 4 ISDN USER PART MESSAGES AND CODES MESSSAGE TYPE: ADDRESS COMPLETE MESSAGE TYPE: ANSWER MESSAGE TYPE: CALL PROGRESS MESSAGE TYPE: CONNECT AMENDMENT: The following parameter has to be added on table 21/Q.763 (ACM), 22/Q.763 (ANM), 23/Q.763 (CPG), 27/Q.763 (CON). Application Transport (Note 1) 3.APM.1 0 5 - ? NOTE 1 - The message may contain one or more Application Transport parameters (APP) referring to different Application Context Identifiers. MESSAGE TYPE: INITIAL ADDRESS AMENDMENT: The following parameters have to added on table 32/Q.763 (IAM). Subscribers priortity class 3.N.1 0 3 Carrier selection 3.N.2 0 4 - 5 Hop counter 3.80 0 3 (ISUP'97) Multi carrier environment 3.N.3 0 3 - ? Application Transport (Note 3) 3.APM.1 0 5 - ? NOTE 3 - The message may contain one or more Application Transport parameters (APP) referring to different Application Context Identifiers. Page 27 of 61 TABLE 1.APM/Q.763 MESSAGE TYPE: PRE-RELEASE INFORMATION -------------------------------------------------------------------- PARAMETER REFERENCE TYPE LENGTH (SS.) (OCTETS) -------------------------------------------------------------------- Message type 2.1 F 1 Optional Forward Call Indicators (NOTE) 3.38 O 3 Optional Backward Call Indicators (NOTE) 3.37 O 3 Parameter compatibility information 3.41 O 4 - ? Message compatibility information 3.33 O 3 - ? Application Transport (Note 1) 3.APM.1 O 5 - ? End of optional parameters 3.20 O 1 -------------------------------------------------------------------- NOTE - These parameters are required to allow the message to be segmented using the ISUP Simple Segmentation mechanism. They should be mutually exclusive. NOTE 1 - The message may contain one or more Application Transport parameters (APP) referring to different Application Context Identifiers. TABLE 2.APM/Q.763 MESSAGE TYPE: APPLICATION TRANSPORT ------------------------------------------------------------------- PARAMETER REFERENCE TYPE LENGTH (SUBCLAUSE) (OCTETS) ------------------------------------------------------------------- Message type 2.1 F 1 Message compatibility information 3.33 O 3 - ? Parameter compatibility information 3.41 O 4 - ? Application Transport (Note 1) 3.APM.1 O 5 - ? End of optional parameters 3.20 O 1 ------------------------------------------------------------------- NOTE 1 - The message may contain one or more Application Transport parameters (APP) referring to different Application Context Identifiers. 4.3.1.4 Q.764 SIGNALLING SYSTEM NO. 7 ISDN USER PART SIGNALLING PROCEDURES 2 BASIC CALL CONTROL 2.1 SUCCESSFUL CALL SET-UP 2.1.1 FORWARD ADDRESS SIGNALLING - EN BLOC-OPERATION 2.1.1.1 ACTION REQUIRED AT THE ORIGINATING EXCHANGE Page 28 of 61 NOTE: Multirate connection types are not supported. d) Completion of transmission path In some networks the through connection of the transmission path as described in the second paragraph may be-supported. This function may be used in some IN services for PIN identification before Answer Message. 2.1.1.3 ACTIONS REQUIRED AT AN OUTGOING INTERNATIONAL EXCHANGE b) Parameters in the IAM Last but one paragraph: The location number is passed on unchanged in any case. (see also 4.3.1.3 3 GENERAL) 2.1.1.7 CALLED PARTY NUMBER FOR OPERATOR CALLS Not applicable 2.1.1.8 CALLED NUMBER FOR CALLS TO TESTING AND MEASURING DEVICES Not applicable 2.1.2 FORWARD ADDRESS SIGNALLING - OVERLAP OPERATION 2.1.2.1 ACTION REQUIRED AT THE ORIGINATING EXCHANGE NOTE: Multirate connection types are not supported. d) Completion of transmission path In some networks the through connection of the transmission path as described under ii) is supported. This function may be used in some IN services for PIN identification before Answer Message. 2.1.2.7 CALLED PARTY NUMBER FOR OPERATOR CALLS Page 29 of 61 Not applicable 2.1.2.8 CALLED NUMBER FOR CALLS TO TESTING AND MEASURING DEVICES Not applicable 2.1.4 ADDRESS COMPLETE MESSAGE OR CONNECT MESSAGE 2.1.4.8 ADDRESS COMPLETE MESSAGE WITH OTHER INFORMATION AMENDMENT: To prevent the timer expiry of address complete timer in some originating networks, (e. g. Telekom PSTN 12 sec.), transit or destination networks should send an early ACM at the latest 6 sec. after the complete address has been received. The coding of the Backward Call Indicators in the early ACM shall be as follows: Bit BA: Charge indicator = x (not relevant) Bit CD: Called party's status = no indication Bit FE Called party's category = no indication Bit HG: End-to-End method = no end-to-end method available Bit I: Interworking indicator = no interworking encountered Bit J: End-to-end information = no ent-to-end information Bit K: ISDN-UP indicator = ISDN-UP used all the way Bit L: Holding indicator = holding not requested Bit M: ISDN access indicator = terminating access ISDN Bit N: Echo control device = x (see echo control procedure/ for IN: for further study) Bit PO: SCCP method indicator = no indication 2.3.5 PRE-RELEASE INFORMATION TRANSPORT (APM) This capability allows information to be transported at Release in a manner which is compatible with the 1992 and subsequent versions of the ISUP protocol. Since additional parameters can not be carried in the Release (REL) message due to the possibility of their loss at an intermediate exchange, an exchange wishing to send such parameters at release time shall include them instead within a ,,Pre-release Information" (PRI) message which shall be sent immediately prior to the Release message. Page 30 of 61 In the case that segmentation of the pre-release information is necessary, the subsequent segments will be sent between the PRI and REL messages. An exchange receiving a Pre-release Information message shall determine whether to store the received information and process it upon release of the call or pass-on the PRI without awaiting REL, depending on the parameters received and the application present for the call at that exchange. 2.5 SIGNALLING PROCEDURES FOR CONNECTION TYPE ALLOWING FALLBACK Note: In case that a fall-back has been carried out in the destination network it is not possible to supply an echo control device in the originating network afterwards, because only the echo control procedure of Q.767 is supported. The fall-back may be carried out in the originating network. 2.6 PROPAGATION DELAY DETERMINATION PROCEDURE AMENDMENT: This procedure should be supported in all networks within which a propagation delay > 10 ms can appear. At least the relevant default value has to be set if the call ist originated within this network. 2.7 ECHO CONTROL PROCEDURE Not applicable AMENDMENT: At least the echo control procedure in accordance with Q.767 and Enclosure 2 (,,Enclosure 2") of this document has to be supported by the concerned networks. Note: If the international propagation delay in a network connected to the ZZN7 is, in case of voice calls, in a range where echo control is desired (> 26 ms), incoming and outgoing echo control devices should be provided by this network. If an originating or a transit network provides an outgoing half echo control device and this is indicated in the half echo control devices Page 31 of 61 indicator in the IAM, the originating or transit network should be able to suply an incoming half echo control device if this is indicated in the ACM or CON. In this case the coding of the echo control device indicator in the backward call indicators of the ACM or CON is set to incoming echo control device not included. 2.9 ABNORMAL CONDITIONS 2.9.1 DUAL SEIZURE 2.9.1.3 PREVENTIVE ACTIONS AMENDMENT: For both way circuits in general method 2 applies to the ZZN7 interface. Other methods are possible by mutual agreements. 2.9.5 RECEIPT OF UNREASONABLE SIGNALLING INFORMATION MESSAGES 2.9.5.3 PROCEDURES FOR THE HANDLING OF THE UNRECOGNISED MESSAGES OR PARAMETERS 2.9.5.3.1 UNRECOGNISED MESSAGES AMENDMENT TO 1) ACTIONS AT TYPE A EXCHANGES: If there is a need to do so, network providers could discard all messages not mentioned in table 3/Q.761, even if the instruction indicatior in the compatibility parameter says something different. 2.9.5.3.2 UNRECOGNISED PARAMETERS AMENDMENT TO I) ACTIONS AT TYPE A EXCHANGES: If there is a need to do so, network providers could discard all parameters not mentioned in table 3/Q.761, even if the instruction indicatior in the compatibility parameter says something different. 2.16 USE OF SUBSCRIBER PRIORITY CLASS (N) In case of disaster, exchanges located in the effected area are switched to disaster mode. If disaster mode is current, calls originated by entitled subscribers are switched through to this area, from this area or within this area with priority. Page 32 of 61 If the signalling interconnection network the entitlement of the calling party is indicated in the subscriber priority class parameter in the IAM. This parameter is created on a subscription base in the originated exchange. For subscribers ,,without priority" this parameter might be dropped. ,,Without priority" is assumed if the parameter is missing. Additional information: The rules for allocation of the entitlement is a matter of the regulator. 2.17 USE OF CARRIER SELECTION (N) The carrier selection parameter in the initial address message is used to identify the selected carrier network. 2.17.1 ACTIONS REQUIRED AT AN OUTGOING NATIONAL GATEWAY The outgoing national gateway shall map the carrier selection information into the carrier selection parameter in the initial address message, when a. the call is sent to the incoming national gateway of the network as identified in the carrier selection parameter, or when b. the call is sent to the incoming national gateway of a network, which I. is known by the outgoing national gateway to support the carrier selection parameter procedure, and which II. can be used as a transit network to route the call towards the network identified by the carrier selection parameter. Note: It is a matter of bilateral agreements to determine whether a succeeding network supports the carrier selection parameter procedure and whether a succeeding network can be used as a transit network, This determination is achieved by administrative procedures which are beyond the scope of this document. The outgoing national gateway shall not pass on the carrier selection parameter in the initial address message, when the call has already passed the network of the carrier which is indicated by the carrier selection information. 2.17.2 ACTIONS REQUIRED AT AN INCOMING NATIONAL GATEWAY Page 33 of 61 An incoming national gateway, on receipt of the carrier selection parameter in the initial address message will analyse the network identification to perform following actions: a. When the network identification matches the network selected, the carrier selection parameter should be removed from the initial address message. b. When the network identification does not match the network selected, following procedure apply: I. In case there is a route towards the network identified in the carrier selection parameter, the call will proceed towards that network. II. Else the call will be released with cause no. 3 - No route to destination. 2.17.3 ABNORMAL CARRIER SELECTION PROCEDURES The following procedures are designed to cover abnormal cases at the incoming national gateway which may occor in the carrier selection parameter procedures: a. When the intitial address message with a carrier selection parameter is received from a network which will match with the network identification in the carrier selection parameter, the call will be released with cause no. 31 - Normal, unspecified. 2.18 HOP COUNTER PROCEDURE (ISUP'97) The ISUP hop counter procedure is used to detect call setup looping that can be caused by incorrect routing data for routing ISUP messages. Incorrect routing data may be introduced when circuits (trunks) provisioning information between exchanges changes, especially when new circuits are added. The problem is temporary and can be corrected by correction of routing data. AMENDMENT (TEXT DELETED FROM ISUP'97): As such, the ISUP hop counter procedure is optional and can be deactivated when determined to be no longer needed. An exchange provisionable option to deactivate the hop counter procedure applies per outgoing SS7 trunk group (in term of this procedure, an SS7 trunk group includes all SS7 circuits between two exchanges). The default is active. Page 34 of 61 2.18.1 ACTIONS AT THE INITIATING EXCHANGE An originating exchange or an intermediate exchange shall originate the hop counter procedure. AMENDMENT (TEXT DELETED FROM ISUP'97): if the hop counter capability is activated. The outgoing IAM shall include the Hop counter parameter containing the initial count value. The initial count value shall be provisionable by the network operator on a per exchange basis (31 maximum). A call forwarding exchange receiving a Release message with cause #25 (exchange routing error) shall notify the management system of the exchange routing error and provide the called party number, identify of the succeeding exchange (via OPC and CIC), and the forwarding number. Cause value #31 (normal unspecified) shall be returned to the preceding exchange. AMENDMENT (TEXT ADDED TO ISUP'97): The initial count value should be set to the value = 31. An originating exchange receiving a Release message with cause #25 (exchange routing error) shall notify the management system of the exchange routing error and provide the called party number, identity of the succeeding exchange (via OPC and CIC), and if available, the calling party number. 2.18.2 ACTIONS AT AN INTERMEDIATE EXCHANGE Intermediate exchanges, i. e. transit, gateway or interworking exchanges, actions are dependent upon whether a hop counter parameter is received from the preceding exchange and, if received, the result of decrementing the hop counter value. If the hop counter parameter is received, the intermediate exchange shall decrement the hop counter value by 1. Subsequent actions are based on the result as described below. a) If the result equals 0, the exchange shall release the call by returning a Release message with cause value #25 (exchange routing error) to the preceding exchange. In addition, the management system shall be informed of the hop counter exhaust (value = 0), associated called party number, identify of the preceding exchange (via OPC and CIC), and if available, the calling party number. Page 35 of 61 b) If result is greater than 0, the exchange shall include the hop counter parameter in the outgoing Initial Address Message. AMENDMENT (TEXT ADDED TO ISUP'97): If the incoming national gateway of a network which supports the Hop counter procedure receives an IAM message not containing the Hop counter parameter, it should include the Hop counter parameter into the received IAM. The initial count value should be set to the value = 31. 2.18.3 ACTIONS AT THE DESTINATION LOCAL EXCHANGE None. The exchange shall ignore the hop counter if received. NOTE - Interaction with supplementary services and IN is for further study. AMENDMENT (TEXT ADDED TO ISUP'97): NOTE - If the call ist transited (ported number recognition function implemented in the originating or any other network passed before the donating network) or rerouted (ported number recognised at the terminating donating local exchange) as part of the number portability procedure in a terminating or an intermediate exchange, the hop counter procedure as described in 2.18.2 should apply for such an exchange. 2.19 USE OF MULTICARRIER ENVIRONMENT PARAMETER (MCE) The multi carrier environment parameter in the initial address message is used to identify the selection mode (preselected or call by call selected) from a subscriber in a multi carrier environment. 2.19.1 ACTIONS REQUIRED AT THE ORIGINATING EXCHANGE The originating exchange, on reception of the dialling information from the access will setup the multi carrier environment parameter as follows: a) If the called party number dialled by the subscriber does not contain a carrier access code the preselection indicatior is set to PRESELECTED. Page 36 of 61 b) If the called party number dialled by the subscriber contains the carrier access code for carrier A and the subscriber has a preselection for the carrier A the preselection indicator is set to CALL-BY-CALL SELECTION OF PRESELECTED CARRIER. c) If the called party number dialled by the subscriber contain a carrier access code for the carrier B and the subscriber has a Preselection for the carrier A the preselection indicator is set to CALL-BY-CALL SELECTED. 2.19.2 ACTIONS REQUIRED AT AN OUTGOING NATIONAL GATEWAY An outgoing national gateway, on receipt of the multi carrier environment parameter in the initial address message will pass on the parameter transparently. 2.19.3 ACTIONS REQUIRED AT AN INCOMING NATIONAL GATEWAY No special actions required. 4.3.2 ISDN SUPPLEMENTARY SERVICES Q.730 - Q.737 4.3.2.1 Q.730 ISDN SUPPLEMENTARY SERVICES No exceptions identified 4.3.2.2 Q.731 NUMBER IDENTIFICATION SUPPLEMENTARY SERVICES 1 DIRECT DIALLING IN (DDI) No relevance to interface 2 MULTIPLE SUBSCRIBER NUMBER (MSN) No relevance to interface NOTE: This service ist not defined in ITU-T Q.731. Page 37 of 61 3 CALLING LINE IDENTIFICATION PRESENTATION (CLIP) 3.5.2.3 ACTIONS AT THE OUTGOING INTERNATIONAL EXCHANGE 3.5.2.3.1 NORMAL OPERATION The calling party number shall be passed on even if it is restricted. 4 CALLING LINE IDENTIFICATION RESTRICTION (CLIR) 4.6 INTERACTIONS WITH OTHER SUPPLEMENTARY SERVICES 4.6.20 MALICOUS CALL IDENTIFICATION (MCID) The calling party number parameter shall be sent even if it is restricted. 4.7 INTERACTIONS WITH OTHER NETWORKS The calling party number shall be passed on even if it is restricted. 5 CONNECTED LINE IDENTIFICATION PRESENTATION (COLP) No exceptions identified 6 CONNECTED LINE IDENTIFICATION RESTRICTION (COLR) No exceptions identified 7 MALICIOUS CALL IDENTIFICATION (MCID) No exceptions identified 8 SUBADDRESSING (SUB) No exceptions identified 4.3.2.3 Q.732 CALL OFFERING SUPPLEMENTARY SERVICES 2 CALL DIVERSION SERVICES CALL FORWARDING BUSY CALL FORWARDING NO REPLY Page 38 of 61 CALL FORWARDING UNCONDITIONAL CALL FORWARDING NOT REACHABLE (USED IN GSM) CALL DEFLECTION Relevant for all Call Diversion Services No exceptions identified 2.4 CODING REQUIREMENTS 2.4.2 PARAMETER Note 1: The national option may be used by common agreement. Amendment: See also chapter 4.3.1.3 (Q.763) of this document. 4.3.2.4 Q.733 CALL COMPLETION SUPPLEMENTARY SERVICES 1 CALL WAITING (CW) No exceptions identified 2 CALL HOLD (HOLD) No exceptions identified 3 COMPLETION OF CALLS TO BUSY SUBSCRIBER (CCBS) ETS 300 356-18 applies with following amendments: 9.7.1 ROUTING IN THE SCCP NETWORK AMENDMENT: The procedures as described in the document ,,Specification for SCCP routing between network providers" shall apply. 9.7.2 NUMBER INFORMATION USED FOR ROUTING AMENDMENT: Page 39 of 61 The E.164 service center address shall be structured as described in the document ,,Specification for SCCP routing between network providers". 4 TERMINAL PORTABILITY (TP) No exeptions identified 4.3.2.5 Q.734 MULTIPARTY SUPPLEMENTARY SERVICES 1 CONFERENCE CALLING (CONF) In GSM networks the CONF service is implemented according to the GSM standards mentioned in the document reference list. Deviations between the ITU-T and GSM service description are identified in respect to notifications sent with the generic notification indicator parameter. Both implementations are compatible. 2 THREE-PARTY SERVICE (3PTY) No exeptions identified NOTE: The 3PTY service is not specified for GSM networks. 4.3.2.6 Q.735 COMMUNITY OF INTEREST SUPPLEMENTARY SERVICES 1 CLOSED USER GROUP (CUG) No exeptions identified 3 MULTILEVEL PRECEDENCE AND PREEMPTION (MLPP) No supported 4.3.2.7 Q.737 ADDITIONAL INFORMATION TRANSFER SUPPLEMENTARY SERVICES 1 USER-TO-USER SIGNALLING (UUS) 1.1 USER-TO-USER SIGNALLING SERVICE 1 Page 40 of 61 NOTE: If Simple Segmentation is not supported User-to-User Information can be lost. See also 1.1.2.1. 1.2 USER-TO-USER SIGNALLING SERVICE 2 No exceptions identified 1.3 USER-TO-USER SIGNALLING SERVICE 3 No exceptions identified 4.3.3 APPLICATION TRANSPORT MECHANISM Q.765 1. Setting of the ATII bits The bit A (Release call indicator) value is provided by the APM-user application. The bit B (Send notification indicator) value shall be set to ,,do not send notification" (value 0) independant on what is provided by the APM-user. 2. Mapping of the ATII bits to the ISUP message and parameter compatibility instruction indicators. The procedures according Q.765 chapter 9.2 shall apply. The coding of the message / parameter compatibility instructions indicators for the Q.765 specific messages / parameters is given in ,,Enclosure 4: Encoding of the compatibility parameters" of this document. 3. Segmentation / Reassembly procedure The Segmentation /Reassembly procedure is mandatory to implement. 4. Handling of Application Context Identifiers at the national Gateway The national Gateway shall pass on at least all standardised Application Context Identifier. 5. Unidentified Context and Error Handling ASE (UCEH) Page 41 of 61 The Unidentified Context and Error Handling ASE (UCEH ASE) Is mandatory to implement. 6. Amendments to Corrigendum 1 to COM 11-R77-E CHAPTER 10.2.1: Insert on bottom of chapter Note: The SGM message shall not contain an APP parameter. CHAPTER 10.2.4: Insert on bottom of chapter Note: The SGM message shall not contain an APP parameter. CHAPTER 13.1.2: Delete last sentence added by Corrigendum: If the APM user indicated by the Context Identifier carried by the Application Transport Notification Information does not exist, then no APM Error primitive will be sent and the Application Notification Indicator will be discarded. CHAPTER 13.4.1 AND 13.4.2 The changes of the Corrigendum might not be implemented initially by system suppliers for the purposes of AOC'99. Page 42 of 61 5 ABBREVIATIONS ABL Alte Bundeslander (Old Federal States (of Germany) ACM Address Complete Message AK S Arbeitskreis Signalisierung (Working Team Signalling) ANIS Analogue Subscriber on the ISDN ANM Answer Message APM Application Transport Mechanism / Application Transport Message APP Application Transport Parameter ASE Abstract Service Element ATII Application Transport Instruction Indicators AWG Aussenwirtschaftsgesetz (German law on external economics) BGBl. 1 Bundesgesetzblatt (German Federal Law Gazette) - Part 1 BMPT Bundesministerium fur Post und Telekommunikation (German Federal Ministry of Post and Telecommunications) BMWi Bundesministerium fur Wirtschaft (German Federal Ministry of Economics) CCBS Completion of Calls to Busy Subscriber CCITT International Telegraph and Telephone Consultative Committee CH Call Hold CIC Circuit Identification Code CLIP Calling Line Identification Presentation CLIR Calling Line Identification Restriction COLP Connected Line Identification Presentation COLR Connected Line Identification Restriction CON Connect Message CONF Conference Calling CRC4 Cyclic Redundancy Check for basic frame structure at 2048 kbit/s CSC Central signalling channel CUG Closed User Group CW Call Waiting DCME Digital Circuit Multiplication Equipment DIVF Digitale Vermittlungstechnik fur Ferndienst (Digital Exchange Technology for Remote Service) DSS1 Digital Subscriber Signalling System No. 1 DSV2 Digital-Signal-Verbindung (digital signal connection), 2 Mbit/s EL Exchange location ETS European Telecommunications Standard ETSI European Telecommunications Standard Institute EU Exchange unit EU:I Exchange unit for international traffic EU:N Exchange unit for network interworkings FPH Freephone FUV Fernmeldeverkehr-Uberwachungs-Verordnung (Ordinance on the surveillance of telecommunications traffic) Page 43 of 61 G10 Law on article 10 of the German constitution GMSC Gateway Mobile Services Switching Centre GSM Global System for Mobile Communications hex hexadecimal IAM Initial Address Message IDN Integrated Data Network IN Intelligent Network IPI ISDN User Part Preference Indicator ITU International Telecommunications Union ITU-T ITU-Telecommunications Standardisation Sector ISDN Integrated Services Digital Network ISDN UP ISDN User Part ISUP ISDN User Part ISUP-MoU ISUP as per ETS 300 121 MAP Mobile Application Part MCID Malicious Call Identification MLPP Multilevel Precedence and Pre-emption MOC Mobile Originated Call MPTY Multi-Party Service ms milliseconds MSC Mobile Services Switching Centre MTC Mobile Terminated Call MTP Message Transfer Part MVSt Mutter-VSt (Mother exchange location) nat national NFS New Federal States (of Germany) NI Network Indicator NMC Network Management Centre OFS Old Federal States (of Germany) PIN Personal Identification Number PCM Pulse Code Modulation, 2 MBit system PCR Preventive Cyclic Retransmission PLMN Public Land Mobile Network PN Public Network PRI Pre-release Information Message PSTN Public Switched Telephone Network PTSG Post- und Telekommunikations-Sicherstellungs-Gesetz (German post and telecommunications security law) REL Release Message Page 44 of 61 s seconds SCCP Signalling Connection Control Part SI Sequence Indicator SIM Subscriber Identity Module SLS Segmentation local reference SS No.7 Signalling System No.7 STP Signalling Transfer Point StPO Strafprozess-Ordnung (German code of criminal procedure) SUB Sub-addressing 3PTY Three-party Service TKG Telekommunikations-Gesetz (German telecommunications law) TKSIV Telekommunikations-Sicherstellungs-Verordnung (German Telecommunications security ordinance) TMR Transmission Medium Requirement TP Terminal Portability TR Technische Richtlinie (technical guideline) TS Timeslot UCEH Unidentified Context and Error Handler UUS User-to-User Signalling XUDT Extended Unit Data Message XUDTS Extended Unit Data Service Message ZZN7 Zeichengabe-Zwischennetz Nr. 7 (Signalling intermediate network No.7) Page 45 of 61 6 INDEX OF ENCLOSURES Enclosure 1 Digit Format for the Location Number Parameter Enclosure 2 Control of echo suppressers Enclosure 3 Regulatory requirements Enclosure 4 Encoding of the compatibility parameters Enclosure 5 Emergency-call concept Enclosure 6 Supplement for detecting the party on the connection section Enclosure 7 Reservation of Code Points from the range "for national use". Page 46 of 61 7 ENCLOSURE 1: DIGIT FORMAT FOR THE LOCATION NUMBER PARAMETER The basis for the position specification in the Location Number Parameter is the specification of the longitude and latitude degrees. The system of reference is the WGS 84 (World Geodetic System). Because the Federal Republic of Germany does not have either a zero meridian or an equatorial transition, the specifications north/south and/or east/west can be omitted. The assignment is sufficiently clear via the country code 49. The position specification is effected by means of the six-digit longitude value (degrees, minutes, seconds) in the digit octets 2-4, followed by the six-digit latitude value in the digit octets 5-7. This enables a point to be determined to a precision of +/-10 m for the longitude and +/-15 m for the latitude. This point corresponds with the intersection point of longitude and latitude which lies closest to the location of the antenna or of the connection socket in the case of conventional-telephone-network connections. The source carrier is encoded in the first digit octet. The encoding is given the format "national number", i.e. the digit sequence begins with the carrier identifier followed by the longitude and latitude specifications. When the parameter passes into the international network, the format is converted to "international number" and the country code 49 is inserted. The following encoding codes are used as carrier identifiers: CARRIER CODE no specification 00 Telekom 01 D1 02 D2 03 E-plus 04 E2 05 Page 47 of 61 An example for the radio mast in Darmstadt-Weiterstadt, with longitude value 08(degree) 37' 25", latitude value = 49(degree) 53' 52", carrier code 02 (for D1): BIT 8 7 6 5 4 3 2 1 ------------------- 5th octet 0 0 1 0 0 0 0 0 carrier identifier ------------------- 6th octet 1 0 0 0 0 0 0 0 longitude degree 7th octet 0 1 1 1 0 0 1 1 longitude minute 8th octet 0 1 0 1 0 0 1 0 longitude second ------------------- 9th octet 1 0 0 1 0 1 0 0 latitude degree 10th octet 0 0 1 1 0 1 0 1 latitude minute 11th octet 0 0 1 0 0 1 0 1 latitude second ------------------- Remark: The 5th octet of the parameter is the 1st digit octet. In this example, the "nature of address Indicator" = national (significant) number. Page 48 of 61 8 ENCLOSURE 2 (INFORMATIVE): CONTROL OF ECHO SUPPRESSERS Control of the echo suppressers for PNs in which, on account of the long system-related run times, both half-echo suppressers are located. 1 INTRODUCTION If in the PNs, system-related run times are the case which necessitate echo suppression for speech connections, all echo-suppression measures must be taken in the relevant PN. However, for connections to/from abroad, half-echo suppressers which may be available there are to be employed. The control of the echo suppressers in the PNs is effected by means of the echo control device indicator in the nature of connection indicator of the IAM or in the "backward call indicators" of the ACM. 2 PN ORIGINATED CALL The echo control device indicator in the nature of connection indicator of the IAM is set to "outgoing half echo control device included". The echo suppression in the source must be fulfilled functionally. If the echo control device indicator in the "backward call indicators" of the ACM is received with "incoming half echo control device included", the incoming echo suppresser must be switched off. If the echo control device indicator in the "backward call indicators" of the ACM is received with "incoming half echo control device not included", the incoming echo suppresser must be switched on. 3 PN TERMINATED CALL If the echo control device indicator in the nature of connection indicator of the IAM is received with "outgoing half echo control device included", the outgoing echo suppresser must be switched off. If the echo control device indicator in the nature of connection indicator of the IAM is received with "outgoing half echo control device not included", the outgoing echo suppresser must be switched on. In accordance with the procedure, the echo control device indicator in the backward call indicators of the ACM must be set to "incoming half echo control device included". REMARK: THE TERM INCOMING/OUTGOING ECHO SUPPRESSER IS DEPENDENT ON THE DIRECTION OF THE ESTABLISHMENT OF THE CONNECTION. NOTE: THE IMPLEMENTATION OF THE ECHO SUPPRESSION IS A COMPONENT OF BILATERAL CONTRACTS. Page 49 of 61 Page 50 of 61 9 ENCLOSURE 3: REGULATORY REQUIREMENTS This section defines the regulatory requirements placed on operators of telecommunications networks and which can have effects on the signalling in the signalling intermediate network No.7. 1 NETWORK PROVIDER PORTABILITY As stipulated by ss. 43 paragraph 5 of the German telecommunications law (TKG), operators of telecommunications networks must ensure in their networks that users can retain the same number if they change providers and remain in the same location. Details of the function which must be made available on 1 January, 1998 can be found in the specification on phone-number portability, phase 1, drawn up by the "working team for Phone-Number Portability". 2 EMERGENCY-CALL FACILITIES As stipulated by ss. 13 paragraph 1 of the German telecommunications law (TKG), operators of telecommunications networks must provide emergency-call facilities free of charge to every end user. This requirement has consequences for the signalling in the signalling intermediate network no. 7 to the extent that the emergency-call query departments of the emergency-call carrier can currently only be reached via the network of Deutsche Telekom AG. 3 CHOICE OF CONNECTION NETWORK PROVIDER (CARRIER SELECTION) As stipulated by ss. 43 paragraph 6 of the German telecommunications law (TKG), operators of telecommunications networks must ensure in their networks that every user has the option of choosing his or her connection network provider freely and this via a permanent pre-setting which in special connection cases can be substituted by dialling the code number of a connection network provider. Details of the function which must be made available from 1 January, 1998 can be found in the carrier selection specification phase 1 drawn up by the "working team carrier selection". 4 TECHNICAL IMPLEMENTATION OF SURVEILLANCE MEASURES As stipulated by ss. 88 paragraph 2 of the German telecommunications law (TKG), legally obliged (provided for in G10, ss. 100a, ... 100b StPO and ss. 39, ss. 40 AWG) operators of telecommunications systems must enable the surveillance and recording of the telecommunications. Details on this can be found in the technical guideline on the description of the requirements for the implementation of legal measures for the surveillance of telecommunications (TR FUV) drawn up by the BMWi. Page 51 of 61 This requirement has consequences for the signalling in the signalling intermediate network no. 7 to the extent that certain ISDN supplementary services will have to be supported in order to fulfil the legal obligation of surveillance and recording of the entire telecommunications traffic and connected details. 5 GRANTING PRIVILEGES On the basis of ss. 3 paragraph 1 to 3 of the German post and telecommunications security law (PTSG), a law was enacted which provides for the security of telecommunications services and the granting of privileges in the utilisation of these services ("telecommunications security ordinance TKSiV"). This requirement has consequences for the signalling in the signalling intermediate network no. 7 to the extent that the privileged rights of a user must also be signalled over network boundaries. Page 52 of 61 ENCLOSURE 4: ENCODING OF THE COMPATIBILITY PARAMETERS ENCODING OF THE COMPATIBILITY PARAMETERS AS REGARDS LOCATION NUMBER INSTRUCTION INDICATORS: bit A: Transit at intermediate exchange indicator 0 transit interpretation bit B: Release call indicator 0 do not release call bit C: Send notification indicator 0 do not send notification bit D: Discard message indicator 0 do not discard message (pass on) bit E: Discard parameter indicator 0 do not discard parameter (pass on) bit GF: Pass on not possible indicator 10 discard parameter ENCODING OF THE COMPATIBILITY PARAMETERS AS REGARDS SUBSCRIBER PRIORITY CLASS INSTRUCTION INDICATORS: bit A: Transit at intermediate exchange indicator 0 transit interpretation bit B: Release call indicator 0 do not release call bit C: Send notification indicator 0 do not send notification bit D: Discard message indicator 0 do not discard message (pass on) bit E: Discard parameter indicator 0 do not discard parameter bit GF: Pass on not possible indicator 10 discard parameter Page 53 of 61 ENCODING OF THE COMPATIBILITY PARAMETERS AS REGARDS CARRIER SELECTION INSTRUCTION INDICATORS: bit A: Transit at intermediate exchange indicator 0 transit interpretation bit B: Release call indicator 0 do not release call bit C: Send notification indicator 0 do not send notification bit D: Discard message indicator 0 do not discard message (pass on) bit E: Discard parameter indicator 1 discard parameter bit GF: Pass on not possible indicator 10 discard parameter ENCODING OF THE COMPATIBILITY PARAMETERS AS REGARDS HOP COUNTER INSTRUCTION INDICATORS: bit A: Transit at intermediate exchange indicator 0 transit interpretation bit B: Release call indicator 0 do not release call bit C: Send notification indicator 0 do not send notification bit D: Discard message indicator 0 do not discard message (pass on) bit E: Discard parameter indicator 0 do not discard parameter (pass on) bit GF: Pass on not possible indicator 10 discard parameter Page 54 of 61 ENCODING OF THE COMPATIBILITY PARAMETERS AS REGARDS MULTI CARRRIER ENVIRONMENT PARAMETER INSTRUCTION INDICATORS: bit A: Transit at intermediate exchange indicator 0 transit interpretation bit B: Release call indicator 0 do not release call bit C: Send notification indicator 0 do not send notification bit D: Discard message indicator 0 do not discard message (pass on) bit E: Discard parameter indicator 1 discard parameter bit G/F: Pass on not possible indicator 10 discard parameter ENCODING OF THE COMPATIBILITY PARAMETERS AS REGARDS PRE-RELEASE INFORMATION MESSAGE INSTRUCTION INDICATORS: bit A: Transit at intermediate exchange indicator 0 transit interpretation bit B: Release call indicator 0 do not release call bit C: Send notification indicator 0 do not send notification, if ATII bit B = 0 1 send notification, it ATII bit B = 1 bit D: Discard message indicator 0 do not discard message (pass on) bit E: Pass on not possible indicator 0 release call, if ATII bit A = 1 1 discard information, if ATII bit A = 0 bit G/F: Spare 00 Page 55 of 61 ENCODING OF THE COMPATIBILITY PARAMETERS AS REGARDS APPLICATION TRANSPORT MESSAGE INSTRUCTION INDICATORS: bit A: Transit at intermediate exchange indicator 0 transit interpretation bit B: Release call indicator 0 do not release call bit C: Send notification indicator 0 do not send notification, if ATII bit B = 0 1 send notification, if ATII bit B = 1 bit D: Discard message indicator 0 do not discard message (pass on) bit E: Pass on not possible indicator 0 release call, if ATII bit A = 1 1 discard information, if ATII bit A = 0 bit G/F: Spare 00 ENCODING OF THE COMPATIBILITY PARAMETERS AS REGARDS APPLICATION TRANSPORT PARAMETER INSTRUCTION INDICATORS: bit A: Transit at intermediate exchange indicator 0 transit interpretation bit B: Release call indicator 0 do not release call bit C: Send notification indicator 0 do not send notification, if ATII bit B = 0 1 send notification, it ATII bit B = 1 bit D: Discard message indicator 0 do not discard message (pass on) bit E: Discard parameter indicator 0 do not discard parameter (pass on) bit G/F: Pass on not possible indicator 00 release call, if ATII bit A = 1 10 discard parameter, if ATII bit A = 0 Page 56 of 61 11 ENCLOSURE 5: EMERGENCY-CALL CONCEPT NOTE OF CAUTION: The formats and procedures described in the following for the carryiage of emergency calls via the network of Deutsche Telekom AG will only be employed if corresponding contractual provisions exist between the relevant network provider and Deutsche Telekom AG. The regulatory requirement placed on all operators of telecommunications systems to provide emergency-call facilities does not contain any stipulation that the emergency call must be processed via Deutsche Telekom AG. The emergency-call carriers can currently be reached using three different phone-number formats. These are as follows (a fourth format is planned): - -------------------------------------------------------------------------------------- 1) Area code (exchange location code) C(hex) C(hex) 110, 112 C(hex) 917X - -------------------------------------------------------------------------------------- 2) Area code (exchange location code) C(hex) C(hex) 110, 112, (115) - -------------------------------------------------------------------------------------- 3) Area code (exchange location code) C(hex) C(hex) 0(y), 2(y) - -------------------------------------------------------------------------------------- 4) Area code (exchange location code) C(hex) C(hex) 0(y), 2(y) C(hex) 917X - --------------------------------------------------------------------------------------
X = last digit of the access code of the relevant PN from the ISDN / PSTN. Y = only necessary if different emergency-call destinations are to be controlled in a single exchange unit (e.g. mother exchange location). The first variation will only be used in the old German Federal states (OFS). The second variation will only be used in the new German Federal states (NFS). The third variation will be introduced gradually in the old and new German states. The fourth variation will only be introduced in the old German states. The format and sequence are dependent on the relevant location of the end device of the calling PN party and on the destination of the emergency call. For identifying the calling party by the emergency-call carrier, where technically possible, the "Calling Party Number" must be transmitted in the IAM for all emergency calls even if the number is "restricted". REMARK: THIS IS NOT POSSIBLE AT LEAST IN THE CASE OF EMERGENCY CALLS WHERE THE SIM CARD IS NOT INSERTED. Page 57 of 61 12 ENCLOSURE 6 (INFORMATIVE): SUPPLEMENT FOR DETECTING THE CALLING PARTY ON THE CONNECTION SECTION
- ------------------------------------------------------------------------------------------ Procedure / Number for billing Number for supplementary service authentication - ------------------------------------------------------------------------------------------ Basic Call 1) Calling Party Number Calling Party Number - ------------------------------------------------------------------------------------------ DDI, CLIP, CLIR, COLP, Calling Party Number Calling Party Number COLR, MCID, SUB, CW, HOLD, CCBS, TP, ECT, CONF, 3PTY, CUG, MLPP, UUS - ------------------------------------------------------------------------------------------ MSN Calling Party Number Calling Party Number - ------------------------------------------------------------------------------------------ CFB, CFNR, CFU, CD Calling Party Number Calling Party Number (AB section) - ------------------------------------------------------------------------------------------ CFB, CFNR, CFU, CD 2) Redirecting Number Redirecting Number (BC section and additional sections) - ------------------------------------------------------------------------------------------ GSM originated calls in Germany 3) Calling Party Number Calling Party Number - ------------------------------------------------------------------------------------------ Reverse charging (REV-S) 4) Called user number in Calling Party Number ANM or CON (remote Operations) - ------------------------------------------------------------------------------------------ IN calls (call translation 5) Called IN number Called IN number SSP -> destination) corresponds to e.g. (ISUP '97) (ISUP '97) 0130, 0180, 0700, 0800, 0900
DIGIT PARAMETERS: o CALLING PARTY NUMBER identifies the number of the caller. This number contains a screening indicator and is always a secured and verified number (network provided or user provided, verified and passed). o REDIRECTING NUMBER identifies the party who activated call redirection. Does not contain a screening indicator. o ORIGINAL CALLED NUMBER: corresponds to the redirecting number of the first relaying of the call. Page 58 of 61 o CALLED IN NUMBER (ISUP '97): The phone number received in the SSP and contained in the IAM / SAM as the Called Party Number. REMARKS ON TABLE: 1. In the case of the feature PHONE-NUMBER ECONOMICS, the local exchange ensures that an unambiguous default number (network provided) is set up for every number or that a number provided by the party (user provided, verified and passed) is passed on. (This number can be used for billing and authentication purposes.) 2. REDIRECTING NUMBER: This number is generated by the local exchange and is thus a secured and verified number (comparable with: "network provided"). SPECIAL CASE: PARTIAL RE-ROUTING / SETUP WITH DIVLEG2 In the special case of partial re-routing / SETUP with divLeg2, the redirecting number is generated by a PABX and is thus not a secured and verified number for the local exchange. For this reason, the following procedure is necessary: In the case of partial re-routing, the local exchange can use the default number or must in any case verify whether the provided phone number is located in the phone-number area of the PABX: a) A positive result means the provided number is accepted as a redirecting number. b) A negative result means the number is discarded and either replaced with the network-provided default number or else the connection is broken. 3. GSM (WITH RESERVATIONS) For GSM networks, the provisions of order 304 / 1997 (published in official gazette 34 / 97 of the German Federal Ministry of Post and Telecommunications (BMPT)) apply for the suspension of the obligation with respect to carrier selection. 4. REVERSE CHARGING Currently not planned among German networks. 5. IN CALLS A verified number in the case of IN calls (service phone numbers) will not be ensured until the introduction of the called IN number (ISUP '97). Page 59 of 61 13 ENCLOSURE 7: RESERVATION OF CODE POINTS IN THE RANGE "FOR NATIONAL USE" REMARK: The codes, messages, procedures etc. indicated as "for national use" in the international standards are used for network-internal purposes (within one of the signalling networks connected to the intermediate signalling network). For this reason, this information does not in principle appear in the intermediate signalling network. However, on account of e.g. regulatory requirements, it is necessary to support certain signalling information between all German networks which is not internationally standardised. For these applications, codes, messages etc. in the "for national use" range are agreed explicitly between all German providers. The corresponding encoding is to be taken from the reserved range defined here so as to give all operators the greatest possible independence in the specification of network-internal functionality. 13.1 PROCEDURE FOR THE ASSIGNMENT OF CODE POINTS IN THE RANGE "FOR NATIONAL USE" In accordance with Q.763 (ISUP '92), the code points in the range 11111111 (FF) to 11100000 (E0) are intended exclusively "for national use", i.e. 32 code points are available for signalling intermediate network no. 7 and for network-provider-specific encoding. NOTE: By contrast to the ISUP '92, the ISUP '97 states that the range 11111111 (FF) to 11000001 (C1) is intended "for national use" for parameter code points. The range "for national use" for message code points is identical in both ISUP '92 and ISUP '97. However, the following fundamental conditions are to be taken into account for the allocation of code points: 1. Network providers such as e.g. Deutsche Telekom AG already use certain network-internal code points in the range "for national use". On introduction of new code points in the signalling intermediate network no. 7, the overlapping of code points of network-internal ISUP implementations must be avoided. 2. The TSB of the ITU-T has suggested that code points in the range "for national use" will be used for new procedures to be specified internationally, i.e. the specified range overflows into the area planned "for national use". In order to avoid the danger of a future overlapping of signalling intermediate network no. 7 code points with code points used by the ITU-T, code points for the signalling intermediate network no. 7 should be allocated starting from the code 11111111 (FF) and decreasing. Page 60 of 61 13.2 PREFERRED ENCODING AREA FOR MESSAGES AND PARAMETERS OF THE SIGNALLING INTERMEDIATE NETWORK NO. 7 RANKING LIST OF THE CODE POINTS FOR MESSAGES:
- --------------------------------------------------------------------------------------------------------------------------- E0 E1 E2 E3 E4 E5 E6 E7 E8 E9 EA EB EC ED EE EF - --------------------------------------------------------------------------------------------------------------------------- Code points already used - --------------------------------------------------------------------------------------------------------------------------- Ranking list for the 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 allocation of code points - --------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- F0 F1 F2 F3 F4 F5 F6 F7 F8 F9 FA FB FC FD FE FF - --------------------------------------------------------------------------------------------------------------------------- Code points already used 3 O O 2 3 O 2 O O O O - --------------------------------------------------------------------------------------------------------------------------- Ranking list for the 9 8 7 6 5 4 32 3 2 1 28 27 30 31 26 29 allocation of code points - ---------------------------------------------------------------------------------------------------------------------------
RANKING LIST OF THE CODE POINTS FOR PARAMETERS:
- --------------------------------------------------------------------------------------------------------------------------- E0 E1 E2 E3 E4 E5 E6 E7 E8 E9 EA EB EC ED EE EF - --------------------------------------------------------------------------------------------------------------------------- Code points already Z 3 used 1) O - --------------------------------------------------------------------------------------------------------------------------- Ranking list for the 14 13 12 11 10 9 8 7 6 5 4 3 2 1 - 26 allocation of code points - --------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- F0 F1 F2 F3 F4 F5 F6 F7 F8 F9 FA FB FC FD FE FF - --------------------------------------------------------------------------------------------------------------------------- Code points already used Z 2 2 O 3 3 3 3 2 3 4 3 3 4 Z 4 O O O O O O O O O O O O O - --------------------------------------------------------------------------------------------------------------------------- Ranking list for the - 18 17 15 25 24 23 22 16 21 29 20 19 28 - 27 allocation of code points - ---------------------------------------------------------------------------------------------------------------------------
EXPLANATION OF 1) Z = Code point already used in the signalling intermediate network no. 7 O = Code point already used by a network provider "N"O = Code point already used by several ("n") network providers Page 61 of 61 NETWORK CONCEPT OF THE SIGNALLING INTERMEDIATE NETWORK NO. 7 (ZZN7) Version 1.0.0 Date: 31 March, 1997 PUBLISHED BY THE WORKING TEAM SIGNALLING (AK S) COPYRIGHT (C) 1997 ALL RIGHTS RESERVED EDITOR: Stefan Anthes, Deutsche Telekom AG DOCUMENT OF THE SIGNALLING INTERMEDIATE NETWORK NO. 7 INTRODUCTION This document contains fundamental arrangements and specifications on the network concept of the signalling intermediate network no. 7 for the interconnection of national signalling system no. 7 networks in Germany. New requirements placed on the network concept of the signalling intermediate network no. 7 will be agreed and defined jointly between the network providers. Following agreement in mutual consent, this document will be modified accordingly. The currently applicable issue version of this document is specified in the overview of issue versions. LIST OF ISSUE VERSIONS The list of issue versions enables the identification of the latest issue version. All portions of text which are agreed between the participating network providers are listed in the document without any special remarks. All changes are indicated as follows: NEW TEXT IS UNDERLINED AND AN ANNOTATION IS ADDED AT THE SIDE OF THE PAGE. Deleted text is crossed out and an annotation is added at the side of the page. Following agreement on the relevant portion of text, these annotations are removed. The first agreed version is Version 1.0.0 dated 31 March, 1997. All enclosures are given the version number of the main document. The increase in the first version number depends on the external fundamental conditions (e.g. phone-number portability and carrier selection), the increase in the second version number takes place following changes in content, the increase in the third version number takes place following editorial changes. The list of issue versions should be updated following every change of the document. If the changes are incorporated into the document, the date of incorporation is entered in the list. If incorporation of the changes cannot be agreed, the change is deleted again from the list. One line of the list should be used for every modified paragraph. OVERVIEW OF ISSUE VERSIONS - -------------------------------------------------------------------------------- Version Date Changed section Proposed by Incorporated on the (version date) - -------------------------------------------------------------------------------- 0.1.0 5 February, 1997 all all 13 February, 1997 - -------------------------------------------------------------------------------- 0.2.0 18 February, 1997 all all 27 February, 1997 - -------------------------------------------------------------------------------- 1.0.0 28 February, 1997 all all 31 March, 1997 - -------------------------------------------------------------------------------- REFERENCE DOCUMENTS The following reference documents apply: MTP: ITU-T Q.701 (03/93) Functional Description of the Message Transfer Part SCCP: ITU-T Q.715 (07/96) Signalling Connection Control Part (User Guide) Page 2 of 13 DOCUMENT OF THE SIGNALLING INTERMEDIATE NETWORK NO. 7 TABLE OF CONTENTS 0 ABBREVIATIONS, DEFINITIONS AND SYMBOLS 4 1 GENERAL 7 1.1 DEFINITION OF OBJECTIVE 7 1.2 RESPONSIBILITY 7 1.3 SCOPE OF APPLICATION 7 2 NETWORK DESIGN 8 2.1 GENERAL 8 2.2 CARRYING OF THE SIGNALLING CHANNELS 9 2.3 SEP / STP FUNCTION 9 2.3.1 General 9 2.3.2 Gateway systems of the network providers 9 2.4 NETWORK STRUCTURE 10 3 SPC NUMBERING 12 3.1 GENERAL 12 3.2 STRUCTURE OF THE NAT1 SPCs 12 3.3 NUMBERING PLAN FOR SIGNALLING INTERMEDIATE NETWORK NO. 7 12 4 MTP ROUTING PRINCIPLES 13 5 SCCP ROUTING PRINCIPLES 13 Page 3 of 13 DOCUMENT OF THE SIGNALLING INTERMEDIATE NETWORK NO. 7 0 ABBREVIATIONS, DEFINITIONS AND SYMBOLS ABBREVIATIONS DPC Destination Point Code GTT Global Title Translation GW Gateway GW-STP Signalling Point with Signalling Transfer Point Function in the signalling intermediate network ICCnl Interconnection connection line ISUP ISDN User Part LS Linkset MSU Message Signal Unit MTP Message Transfer Part NI Network Indicator NwCnl Network connection line SCCP Signalling Connection Control Part SEP Signalling End Point SP Signalling Point SPC Signalling Point Code STP Signalling Transfer Point TCAP Transaction Capabilities Application Part TR Traffic relationship TUP Telephone User Part SS Signalling system SIN7 Signalling intermediate network no. 7 Page 4 of 13 DOCUMENT OF THE SIGNALLING INTERMEDIATE NETWORK NO. 7 DEFINITIONS Auxiliary route The auxiliary route is a signalling linkset which is used in the case of a breakdown of the regular route. Gateway system A gateway system establishes the connection between various network providers / between the various national signalling system no. 7 networks. GTT Global Title Translation, e.g. translation of the global title to an MTP destination address (NI and DPC). Gateway STP The GW STP is a gateway system which additionally has a Signalling Transfer Point Function in the signalling intermediate network no. 7, i.e. it forwards messages which have the network indicator nat1. International LS Signalling linkset of the international signalling system no. 7 network (NI=int0) Signalling Link A signalling link is a transmission facility between two signalling points which comprises one transmission segment and the relevant transfer control functions used for the reliable transmission of signalling messages (signalling segment). Signalling linkset A signalling linkset is a set of signalling links which directly connects two signalling points (signalling segment set). National LS Signalling linkset of a national signalling system no. 7 network (NI=nat0 or NI=nat1) Regular route The regular route is a signalling linkset. In normal (undisturbed) operation, the signalling traffic for the assigned destination area is routed via the regular route. Signalling route The signalling route is a route between two signalling points. The signalling route includes the signalling links and signalling points which are passed through by a signalling message from the source signalling point to the destination signalling point. Routing Routing of the signalling traffic via the appropriate signalling linksets to the destination including specification of the relevant auxiliary routes (traffic routing). Signalling point A node in a signalling network which either transmits or receives signalling messages (SEP) or transfers signalling messages between two signalling links (STP) or does both (SEP/STP). Source signalling Signalling point which is the source of a signalling point traffic relationship under examination. Traffic relationship Two exchange facilities have a traffic relationship (TR) with one another if they are connected by means of a service channel package. Destination signalling Signalling point at which the signalling traffic point relationship under examination terminates. Signalling The signalling intermediate network no. 7 with the intermediate NI=nat1 is the interface between national signalling network no. 7 system no. 7 networks with the network indicators nat0 (binary: 10). The signalling intermediate network no. 7 itself is indicated by NI=nat1 (binary: 11). Page 5 of 13 DOCUMENT OF THE SIGNALLING INTERMEDIATE NETWORK NO. 7 SYMBOLS Gateway Gateway with STP Gateway with Gateway STP and SCCP function SCCP function SEP Service channel or Service channel package Central signalling channel / signalling linkset or link-by-link section Signalling linkset with appropriate number of signalling links (in this case two) Page 6 of 13 DOCUMENT OF THE SIGNALLING INTERMEDIATE NETWORK NO. 7 1 GENERAL 1.1 DEFINITION OF OBJECTIVE This document specifies the principles for the interconnection of national signalling system no. 7 networks in the signalling intermediate network. In the following, the term signalling intermediate network no. 7 is used for this interface. For bilateral arrangements which do not concern the signalling intermediate network no. 7, other principles can apply. The document represents a synopsis of the currently agreed concept of all national network providers of signalling system no. 7. The concept has proven itself in practice and provides all network providers with decisive advantages. For this reason, in the interests of all signalling system no. 7 network providers, the same procedures should be used for the interconnection of national signalling system no. 7 networks. This document deals with the principles of network design, SPC numbering, dimensioning and routing. Detailed agreements on the functionality at the interfaces must be made between the relevant network providers in accordance with the specification "signalling in the signalling intermediate network no. 7". If alternatives to the specifications for the design of the signalling intermediate network no. 7 exist, these are listed in the form of an option. 1.2 RESPONSIBILITY The principles of the signalling intermediate network no. 7 are defined through the co-operation of all network providers in the working team Signalling, AG N. This includes: - - the network design of the signalling intermediate network no. 7 - - the numbering of the signalling points - - the routing principles for the signalling intermediate network no. 7 In addition, the following arrangements must be made in separate agreements between the relevant network providers concerned: - - dimensioning of the signalling links - - traffic measurement requirements - - routing rules 1.3 SCOPE OF APPLICATION The provisions for the configuration of the signalling intermediate network no. 7 apply for all those assigned responsibility for the design and planning of the signalling intermediate network no. 7 in the organisations of the operators of the national signalling system no. 7 networks in Germany. Page 7 of 13 DOCUMENT OF THE SIGNALLING INTERMEDIATE NETWORK NO. 7 2 NETWORK DESIGN 2.1 GENERAL The signalling-specific interconnection of national signalling system no. 7 networks in Germany is realised with the signalling intermediate network no. 7. The signalling intermediate network no. 7 is a national signalling system no. 7 network. The interconnection of national signalling system no. 7 networks by means of the signalling intermediate network no. 7 provides efficiency, greater degrees of freedom and economy for all network providers. FUNDAMENTAL DETAILS OF THE CONCEPT OF INTERCONNECTION WITH THE SIGNALLING INTERMEDIATE NETWORK NO. 7 : The network indicator NI=nat0 is used within the national signalling system no. 7 networks. The network indicator NI=nat1 in the signalling intermediate network no. 7 (see also Figure 2.1). 16,384 possible signalling points are available in every signalling system no. 7 network. The signalling intermediate network no. 7 with separation of the signalling networks complies with the specific wishes of the individual network providers with a maximum of flexibility. => EACH OF THE SIGNALLING SYSTEM NO. 7 NETWORKS (WITH NI=NAT0) CONNECTED TO THE SIGNALLING INTERMEDIATE NETWORK NO. 7 HAS AT ITS DISPOSAL ALL THE NUMBERING POSSIBILITIES IN ITS OWN NETWORK (16,384 SPCS) AND IS ITS OWN CLOSED SIGNALLING SYSTEM NO. 7 NETWORK. => EACH OF THE SIGNALLING SYSTEM NO. 7 NETWORKS (WITH NI=NAT0) CONNECTED TO THE SIGNALLING INTERMEDIATE NETWORK NO. 7 IS INDEPENDENT AS REGARDS: - PLANNING - PROJECT PLANNING - OPERATION - TRAFFIC MANAGEMENT - TRAFFIC MEASUREMENT For the interconnection of national signalling system no. 7 networks, gateway systems must be made available by the participating network providers. In the gateway systems of the connected networks, the signalling networks are separated: => CHANGE OF THE NETWORK INDICATOR NI=NAT0 "/=" NI=NAT1 => THE CHANGE OF THE NETWORK INDICATOR CAUSES A SEPARATION OF THE SIGNALLING NETWORKS. THIS SEPARATION LEADS TO GREATER NETWORK SECURITY IN EACH OF THE SIGNALLING SYSTEM NO. 7 NETWORKS CONNECTED TO THE SIGNALLING INTERMEDIATE NETWORK NO. 7. THE JOINTLY DEFINED POINT OF INTERSECTION IS THE SIGNALLING INTERMEDIATE NETWORK NO. 7. All joint arrangements on the design of the signalling intermediate network no. 7 have been agreed in the working team Signalling, AG N. The necessary detailed discussions will be held bilaterally and recorded in appropriate documents. Page 8 of 13 DOCUMENT OF THE SIGNALLING INTERMEDIATE NETWORK NO. 7 2.2 CARRIAGE OF THE SIGNALLING CHANNELS The carrying of the signalling channels will be agreed bilaterally between the relevant network providers. 2.3 SEP / STP FUNCTION 2.3.1 GENERAL The signalling points (SPs) are distinguished by whether they have Signalling Transfer Point (STP) functions and/or Signalling End Point (SEP) functions.1 SPs with an additional STP function in the signalling intermediate network no. 7 are described in the following as Gateway STPs. Gateway STPs have an STP function for messages with NI=nat1. The utilisation of the SEP / STP function in the signalling system no. 7 network with NI=nat0 is independent of the utilisation of the function in the signalling intermediate network no. 7 (NI=nat1). 2.3.2 GATEWAY SYSTEMS OF THE NETWORK PROVIDERS RECOMMENDATION: In the case of two gateway systems, both should have an STP and an SEP function. For three or more gateway systems, each network provider should make available two gateway STPs. STPs can be made available as a stand-alone STP or as a gateway with an integrated STP function. Page 9 of 13 DOCUMENT OF THE SIGNALLING INTERMEDIATE NETWORK NO. 7 2.4 NETWORK STRUCTURE The signalling intermediate network no. 7 has the following signalling-point versions: 1. Gateway (gateway system of a connected network provider) 2. Gateway STP (the STP function can be integrated in the gateway systems). Stand-alone STPs are also possible. 3. Gateway with SCCP function. 4. Gateway with STP and SCCP function Between the gateway systems of various national network providers, so-called network connection lines (NwCnl) or interconnection connection lines (ICCnl) are connected. Independent of their number and carriage, the central signalling channels are an integrated component this of these network connection lines / interconnection connection lines. Signalling for all service-channel traffic relationships and MTP Transfer and SCCP traffic relationships to be controlled via the signalling intermediate network no. 7 is performed in an associated or quasi-associated manner in accordance with bilateral agreements. The various protocol layers (e.g. TCAP, SCCP, ISUP, TUP etc.) do not have to be supported in all gateways. Bilateral agreements are necessary. The network structure of the signalling intermediate network no. 7 is shown in Figure 2-1 in exemplary form. Only the linksets of the signalling intermediate network no. 7 between the gateway systems of different network providers are shown. The other connections of the gateway systems are not relevant in this context. Page 10 of 13 DOCUMENT OF THE SIGNALLING INTERMEDIATE NETWORK NO. 7 Network Network provider 1 provider 3 (NI=nat0) (NI=nat0) GW GW Network Network provider 2 provider n (NI=nat0) (NI=nat0) Signalling intermediate network no. 7 (NI=nat1) Figure 2.1: Network structure of the signalling intermediate network no. 7 (example of possible linksets between network providers) Page 11 of 13 DOCUMENT OF THE SIGNALLING INTERMEDIATE NETWORK NO. 7 3 SPC NUMBERING 3.1 GENERAL In order that it be possible to unambiguously address every signalling point (SP) in the signalling intermediate network no. 7, all SPs must be numbered. For this numbering of SPCs, a 14-bit code, i.e. with a total of 2(14) = 16,384 possible addresses, is available. 3.2 STRUCTURE OF THE NAT1 SPCS In order to clearly organise the national numbering plan for the signalling intermediate network no. 7, the Signalling Point Codes (SPCs) are structured. For this purpose, the 14 bits are subdivided into a 4-3-4-3 scheme (Figure 3.1). According to this scheme, bits 11 - 14 describe 16 numbering ranges (00 - 15). Each numbering range is further subdivided by the following 3 bits (bits 8 - 10) into an additional 8 (0 - 7) network areas. Thus, a maximum of 128 (16*8) network areas are available. With the last 7 bits, 128 signalling points can be encoded for each network area. - -------------------------------------------------------------------------------- 14 bits = 16,384 addresses - -------------------------------------------------------------------------------- 4 bits 3 bits 4 bits 3 bits - -------------------------------------------------------------------------------- aa b cc d - -------------------------------------------------------------------------------- 00 to 15 0 to 7 00 to 15 0 to 7 - -------------------------------------------------------------------------------- Numbering range - -------------------------------------------------------------------------------- Network area - -------------------------------------------------------------------------------- Signalling area - -------------------------------------------------------------------------------- Signalling point code - -------------------------------------------------------------------------------- Figure 3-1: Structure of the signalling point codes (SPCs) in the signalling intermediate network No. 7 Each individual group in the 4-3-4-3 scheme is addressed by means of its decimal value. This gives rise to a numbering range from 00-0-00-0 to 15-7-15-7. For technical / operating reasons, the SPCs 00-0-00-0 and 15-7-15-7 are not used. 3.3 NUMBERING PLAN FOR SIGNALLING INTERMEDIATE NETWORK NO. 7 The allocated SPCs are kept in a numbering plan for signalling points in the signalling intermediate network no. 7. The numbering plan for the signalling intermediate network no. 7 is administered by the regulator. Page 12 of 13 DOCUMENT OF THE SIGNALLING INTERMEDIATE NETWORK NO. 7 4 MTP ROUTING PRINCIPLES The following MTP routing principles apply: 1) Only MSUs with NI=nat1 (binary: 11) are permitted. 2) Messages are only sent and forwarded for destinations for which bilateral agreements exist; for all other destinations, such messages are neither generated nor forwarded. 3) The MTP routing is performed using the DPC of the routing label. A requirement for this is that the NI is taken into account. 4) Where possible, it is ensured that all links of a linkset (LS) are used / loaded evenly. 5) MTP message transport whose application source and sink are within the same (own) network must take place in the own signalling system no. 7 network (NI=nat0). The details on MTP routing must be agreed between the network providers. e.g.; - routing between the gateway systems - routing between gateway STPs Here, planning must rule out the possibility of circular routing. Unknown signalling point codes (SPCs) include those SPCs and network areas which are not yet allocated in the numbering plan (see Section 3.3). Every operator of a network connected to the signalling intermediate network no. 7 must ensure that for unknown SPCs and for as-yet-unused SPCs of the own network area, messages are neither generated nor forwarded. 5 SCCP ROUTING PRINCIPLES The details on SCCP routing must be agreed between the network providers. Suggestions regarding this can be found in the ITU-T recommendation Q.715. Page 13 of 13 EX-10.15 13 ex-10_15.txt EXHIBIT 10.15 Exhibit 10.15 Contract on the transfer of control over CFLs Agreement regulating the provision of and transferring control over carrier fixed links for the FirstMark network between FirstMark Communications Deutschland GmbH Uhland Strasse 179/180, 10623 Berlin represented by the company management Dr. Dieter Finke HEREINAFTER REFERRED TO AS: "FIRSTMARK" and Deutsche Telekom AG Friedrich-Ebert-Allee 140, 53113 Bonn represented by the board of directors and the latter represented by Business Office East, Carrier Services Behlert Strasse 3A, 14467 Potsdam HEREINAFTER REFERRED TO AS: "TELEKOM" Contract on the transfer of control over CFLs LIST OF CONTENTS LIST OF CONTENTS 2 OVERVIEW OF THE CONTRACT STATUS 7 1 INTRODUCTION 8 2 TERMINOLOGY DEFINITIONS 8 3 DESCRIPTION OF THE SERVICES OFFERED BY TELEKOM 8 4 PROVISOS WITH RESPECT TO SERVICE CHANGES 9 5 QUALITY, SERVICE 9 6 REMUNERATION / PAYMENT MODALITIES 9 6.1 EURO CLAUSE 9 6.2 CHARGING PRINCIPLES / REMUNERATION AMOUNTS 9 6.3 EMERGENCE OF REMUNERATION DEMANDS 9 6.4 RAISING OF INVOICES 10 6.5 DUE DATE 10 6.6 UNDUE DELAY IN PAYMENT 10 6.7 OBJECTIONS 10 6.8 STATUTE OF LIMITATIONS 11 6.9 SET-OFF / RIGHT OF RETENTION 11 6.10 CHANGES IN REMUNERATION OF TELEKOM 11 7 LIABILITY 12 8 TERMINATION OF THE AGREEMENT 12 9 CONFIDENTIALITY ARRANGEMENT 13
Page 2 Contract on the transfer of control over CFLs 10 APPLICABLE LAW / LEGAL DISPUTES / PLACE OF JURISDICTION 14 11 ADJUSTMENT AND INVALIDITY CLAUSE 14 12 CONCLUDING STIPULATIONS 14 ENCLOSURE A TERMINOLOGY DEFINITIONS 1 ENCLOSURE B CARRIER FIXED LINKS (CLFs) OF TELEKOM 1 1 SERVICE DESCRIPTION 2 2 BASIC TECHNICAL CONDITIONS 4 3 ASSISTANCE OBLIGATIONS 4 4 QUALITY 5 5 PRICES 5 ENCLOSURE C ADDITIONAL SERVICES OF TELEKOM 1 1 SERVICE DESCRIPTION 2 1.1 RELOCATION, REPLACEMENT AND MODIFICATION OF THE TERMINATION EQUIPMENT OR OF THE TERMINAL LINE 2 1.2 ASSURANCE OF INCREASED NETWORK RELIABILITY IN CASE OF A BREAKDOWN 2 1.3 SECTIONAL TWO-WAY ROUTING IN THE EXCHANGE AREA 3 1.4 DELIVERY-TIME CONFIRMATION FOR SHORT-TERM SERVICES 3 1.5 INSTALLATION OF THE CLFs IN A MANNER DEVIATING FROM THE STANDARD INSTALLATION REGULATIONS 4 1.6 PERFORMANCE OF A JOINT TEST SIMILAR TO THE TEST ON DELIVERY OF CLFs 4 1.7 SUPPLEMENTARY SYSTEMS (ONLY IN CONNECTION WITH ITEM 1.2 AND/OR 1.3) 4 1.8 FOUR-HOUR EXPRESS TROUBLESHOOTING 4 1.9 EIGHT-HOUR TROUBLESHOOTING 5 1.10 PRELIMINARY INVESTIGATION OF SITES WHICH ARE PARTICULARLY REMOTE OR DIFFICULT TO DEVELOP 5 1.11 DEVELOPMENT OF PARTICULARLY REMOTE SITES 5 1.12 DEVELOPMENT OF SITES WHICH ARE PARTICULARLY DIFFICULT TO DEVELOP 5 1.13 CAPACITY UPGRADE 6
Page 3 Contract on the transfer of control over CFLs 1.13.1 Upgrade of CFLs of up to and including 2Mbit/s 6 1.13.2 Upgrade of CFLs of over 2Mbit/s 6 1.14 MALFUNCTION IN THE AREA OF RESPONSIBILITY OF FIRSTMARK 7 2 PRICES 7 ENCLOSURE D PRICE SYSTEM FOR DIGITAL CFLs OF TELEKOM 1 1 GENERAL INFORMATION ON THE PRICE SYSTEM FOR DIGITAL CLFs 2 2 RENTAL PERIODS 2 2.1 SINGLE-ENDPOINT RELOCATION OF CFLs HAVING A PRIVILEGED RENTAL PERIOD 2 2.2 SINGLE-ENDPOINT RELOCATION OF CFLs NOT HAVING A PRIVILEGED RENTAL PERIOD 2 3 PRICE LIST FOR TELEKOM CFLs 3 3.1 PRICE SYSTEM 3 3.1.1 Remuneration in the connection-line network: 3 3.1.2 Remuneration in the link-line network: 4 3.1.3 Remuneration amounts for collocation supply points 4 3.2 BASIC CHARGES 5 3.3 PRICE-REDUCTION SYSTEM 14 3.3.1 Rental-period price reduction 14 3.3.2 Sales-price reduction 15 3.3.3 Package price reduction 18 ENCLOSURE E PRICE LIST FOR ADDITIONAL SERVICES OF TELEKOM 1 1 RELOCATION, REPLACEMENT AND MODIFICATION OF THE TERMINATION EQUIPMENT OR TERMINATION LINE AT THE REQUEST OF FIRSTMARK 2 2 INCREASED NETWORK RELIABILITY 2 3 SECTIONAL TWO-WAY ROUTING IN THE CONNECTION-LINE AREA 2 4 DELIVERY-TIME INFORMATION FOR SHORT-TERM SERVICES 2 5 INSTALLATION OF THE CFLs IN A MANNER DEVIATING FROM THE STANDARD 2 INSTALLATION REGULATIONS (SPECIAL CONSTRUCTION) 6 PERFORMANCE OF A JOINT TEST SIMILAR TO THE TEST ON DELIVERY OF 2 CFLs MALFUNCTIONS IN THE FIRSTMARK AREA AND JOINT TEST ON PROVISION OF CFLs) 7 SUPPLEMENTARY SYSTEMS (ONLY IN COMBINATION WITH ITEMS 2 AND 3) 3 8 FOUR-HOUR EXPRESS TROUBLESHOOTING 3
Page 4 Contract on the transfer of control over CFLs 9 EIGHT-HOUR EXPRESS TROUBLESHOOTING 4 10 PRELIMINARY INVESTIGATION FOR SITES WHICH ARE PARTICULARLY REMOTE OR DIFFICULT TO DEVELOP 4 11 DEVELOPMENT OF PARTICULARLY REMOTE SITES 4 12 DEVELOPMENT OF SITES WHICH ARE PARTICULARLY DIFFICULT TO DEVELOP 5 13 CAPACITY UPGRADE 5 13.1 UPGRADE OF CLFs UP TO AND INCLUDING 2MBit/s 5 13.2 UPGRADE OF CLFs LARGER THAN 2MBit/s 5 14 MALFUNCTION IN THE RESPONSIBILITY AREA OF FIRSTMARK 5 ENCLOSURE F QUALITY / TROUBLESHOOTING 1 1 QUALITY 2 2 TROUBLESHOOTING 3 2.1 STANDARD SERVICE 3 2.2 PROCEDURE IN THE CASE OF MALFUNCTIONS 3 2.3 DELAYED TROUBLESHOOTING 3 2.4 ESCALATION PROCESS FOR THE TROUBLESHOOTING PROCEDURE 4 2.4.1 Escalation stages 4 2.4.2 Launching of the escalation procedure 5 2.4.3 Continuation of the escalation procedure 5 2.4.4 Time limits in the escalation procedure 5 3 MEASURES WHICH CAN BE PLANNED 6 ENCLOSURE G PROVISION OF CLFs BY TELEKOM / ASSISTANCE OBLIGATIONS 1 OF FIRSTMARK 1 PROVISION 2 1.1 PROVISION TIME LIMITS AND DEADLINES 2 1.2 PROVISION PROCESS 2 1.2.1 Inspection 2 1.2.2 Installation 3 1.2.3 Test 4 1.2.4 Delivery 5
Page 5 Contract on the transfer of control over CFLs 1.3 CONSEQUENCES OF DELAYED PROVISION 6 1.3.1 Where FirstMark is responsible for the delay 6 1.3.2 Where Telekom is responsible for the delay 6 1.4 ESCALATION PROCESS SPECIFIC TO THE PROVISION PROCEDURE 7 1.4.1 Escalation stages 7 1.4.2 Launching of the escalation procedure 7 1.4.3 Continuation of the escalation procedure 7 1.4.4 Time limits in the escalation procedure 8 2 ASSISTANCE OBLIGATIONS 8 2.1 FOR THE PLANNING OF CLFs 8 2.2 FOR THE INSTALLATION AND OPERATION OF CLFs 9 ENCLOSURE H ORDERING / TERMINATION OF CLFs 1 1 ORDERING 2 1.1 DELIVERY-TIME INFORMATION 2 1.2 ORDERING OF CLFs 2 1.3 ORDERING OF ADDITIONAL TELEKOM SERVICES 3 1.4 CANCELLATION / MODIFICATION OF AN ORDER 4 2 TERMINATION 5 2.1 GENERAL 5 2.2 TERMINATION OF CLFs NOT HAVING A BINDING RENTAL PERIOD 5 2.3 TERMINATION OF CLFs HAVING A PRIVILEGED RENTAL PERIOD 6 2.4 TERMINATION OF THE SERVICES "EXPRESS TROUBLESHOOTING" AND 6 "INCREASED NETWORK RELIABILITY / SECTIONAL TWO-WAY ROUTING" 2.5 COUPLING OF PROVISION AND TERMINATION OF CLFs 6 ENCLOSURE I CONTACT PERSON FOR TRANSFERRING CONTROL OVER CLFs 1 ENCLOSURE J INSPECTION PROTOCOL AND ORDER FORM 1
Page 6 Contract on the transfer of control over CFLs OVERVIEW OF THE CONTRACT STATUS The agreement was reached on the ______________ 2000 and updated with the following changes:
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Page 7 Contract on the transfer of control over CFLs 1 INTRODUCTION FirstMark is a provider of telecommunications services for the public and proprietor of a license in accordance with ss. 6 paragraph 1 TKG (German telecommunications law). This agreement regulates the provision of and transferring of control over carrier fixed links (CFLs) by Telekom to FirstMark for the operation of a telecommunications network for the public (FirstMark network). In this contract, the main part contains the general agreement conditions. Technical and operational detailed provisions, service descriptions, prices, notes for organisational processing and other detailed provisions are - both for editorial reasons and in the interests of facilitating simpler modification in future attached in the form of enclosures and are such a component of the agreement. The provisions of this agreement apply subject to regulatory stipulations to the contrary and objection rights of the regulation authorities. In the case of legal stipulations or stipulations of subordinate legislation, both parties to the agreement shall be obliged to adapt arrangements of this agreement conflicting with those of the regulation authorities. 2 TERMINOLOGY DEFINITIONS For the interpretation of the terminology used in this agreement and in its enclosures, the definitions used in Enclosure A - Terminology definitions - shall be employed, unless different definitions arise from the relevant context. 3 DESCRIPTION OF THE SERVICES OFFERED BY TELEKOM Telekom shall render its services in the scope of the technical and operational possibilities available to it which correspond with the current state of the art of technical development, in particular taking into consideration the ETSI / ITU-T recommendations / standards. The carrier fixed links (CFLs), which are provided on the basis of this agreement for the extension of the FirstMark network by Telekom, are defined in Enclosure B - Carrier fixed links (CFLs) of Telekom. A prerequisite for the provision of a CFL by Telekom is that at least one end of the transmission route is situated in the licence area of FirstMark and that equipment belonging to the carrier is connected to at least one end of the transmission route. In addition to the CFLs, Telekom shall render additional services following agreement in writing and shall invoice these separately. These services are defined in Enclosure C - Additional services of Telekom. Page 8 Contract on the transfer of control over CFLs 4 PROVISOS WITH RESPECT TO SERVICE CHANGES In the light of technical progress, international agreements and recommendations, European legislation, other legal stipulations and stipulations of subordinate legislation, general organisational measures etc., Telekom is entitled to demand changes in the description of procedures related to these matters and in the scope of its services. In each case, the changes shall only take effect if the other party to the agreement has given his or her explicit consent in writing. The said party shall not refuse consent if the relevant change measure is reasonable to him or her and the essential contents of the service obligation are not adversely affected. 5 QUALITY, SERVICE The quality and troubleshooting of the carrier fixed links is covered in Enclosure F - Quality / troubleshooting. 6 REMUNERATION / PAYMENT MODALITIES 6.1 EURO CLAUSE The parties to the agreement are agreed that from 1 April, 2000 the business relationship based on this agreement shall be carried out in the currency euros. 6.2 CHARGING PRINCIPLES / REMUNERATION AMOUNTS In the schedule of charges for services under this agreement, a distinction is drawn between remuneration for the utilisation of CFLs and remuneration for the utilisation of additional services. Enclosure D - Price system for digital CFLs of Telekom - and Enclosure E - Prices for additional services of Telekom - cover this matter in more detail. In all remuneration amounts, the statutory sales tax (VAT) is not included. 6.3 EMERGENCE OF REMUNERATION DEMANDS A remuneration demand is the case where nothing else has been specially agreed - - in the case of remuneration amounts which are invoiced for a time period, at the beginning of this time period; - - in the case of non-recurring remuneration, following provision of the telecommunications service. Page 9 Contract on the transfer of control over CFLs 6.4 RAISING OF INVOICES Telekom shall raise an invoice to FirstMark for the rendered telecommunications services and the applicable statutory sales tax (VAT) shall be indicated clearly on the invoice. 6.5 DUE DATE The remuneration demands shall be due on receipt of the invoice. Payment shall be regarded as punctual if the invoiced amount has been credited to one of the bank accounts specified on the invoice at the latest on the thirtieth calendar day following receipt of the invoice. 6.6 UNDUE DELAY IN PAYMENT If the full invoiced amount has not been paid at the latest after the payment time limit has elapsed and where objections have not been raised in accordance with Item 6.6, the undue delay in payment shall commence after the first written reminder. If an undue delay in payments by FirstMark is the case, the following damages shall be payable: - - interest on arrears at a rate of 4 percentage points above the base rate of the European Central Bank valid during the period of the arrears (ss. 1 Discount-rate transitional law); - - the costs which have been incurred to Telekom for every reminder following the commencement of the undue delay. If, two months following commencement of the undue delay, FirstMark has not paid more than 20 % of the remuneration due, Telekom shall be permitted to terminate the agreement without adherence to a period of notice and, in the case of agreements having a binding rental period, demand payment of damages in a single lump-sum amount equivalent to one quarter of the remaining monthly prices due until expiry of the regular term of agreement. The validity of the main agreement and also of the remaining contractual relationships shall remain unaffected by the termination of the individual contractual relationships. Telekom shall retain the right to assert further legal claims arising from undue delay of payments. 6.7 OBJECTIONS Objections to the invoiced demands must be raised in writing within 30 calendar days following receipt of the invoice by the department specified in Enclosure 1 if the circumstances on which this objection is based have become clear within the above- Page 10 Contract on the transfer of control over CFLs mentioned time limit. After the elapse of one year following receipt of the invoice, the raising of objections is ruled out. Objections against the invoiced demands shall only entitle deferment or refusal of payment in the case where it emerges from the circumstances that obvious errors have occurred and these have been asserted within the objection time limit. 6.8 STATUTE OF LIMITATIONS The payment claims of Telekom are subject to a two-year time limit under the statute of limitations. This time limit shall begin at the end of the calendar year in which the payment demand arose. 6.9 SET-OFF / RIGHT OF RETENTION A set-off is only permissible in the case of undisputed claims arising from this contractual relationship or claims which have been determined in a legally-binding manner. A right of retention can only be asserted against claims arising from this contractual relationship and only with a notification time limit of 20 calendar days. 6.10 CHANGES IN REMUNERATION OF TELEKOM Where the relevant remuneration amounts contained in the general terms and conditions have been used as a basis for remuneration amounts payable for the services covered by this agreement, these remuneration amounts shall change with and correspond to the prices contained in these general terms and conditions. Where the remuneration amounts specified in this agreement are not subject to a remuneration regulation under the German telecommunications law and the regulation ordinance on telecommunications remuneration, these remuneration amounts shall be negotiated freely between the parties to the agreement with the reservation of using the prices contained in the general terms and conditions as a basis. Where remuneration changes requiring approval are the case, these shall be submitted to the regulation authorities using the procedure specified by the German telecommunications law. As soon as the changed remuneration amounts have been approved, they shall also apply between the parties to the agreement and shall take effect on the approved date of the change. Until the approved date of the change, the existing remuneration amounts shall continue to apply. If the remuneration amounts had previously been approved for a limited period and if the approval procedure is still not completed on expiry of the limited period, the existing remuneration amounts shall continue to apply for the time being. Page 11 Contract on the transfer of control over CFLs 7 LIABILITY The parties to the agreement are liable - where nothing different is agreed in the following - in accordance with the general laws subject to the proviso that the liability for negligently caused pecuniary loss is limited to 25,000 DM for each injured end customer of the other party to the agreement. The maximum limit for the total of all damage claims is in this case 20 million DM per case of injury caused, in accordance with Section 7 paragraph 2 of the ordinance on telecommunications-customer protection. If the amount of individual injury exceeds the maximum limit, the damages shall be reduced in a proportion equivalent to the sum of all damages claims with respect to the maximum limit. In cases of delayed troubleshooting covered by Enclosure F - Quality / troubleshooting - and of delayed provision of CFLs covered by Enclosure G - Provision of CFLs by Telekom - FirstMark shall receive the damages provided for there. With the exception of deliberate actions or gross negligence by the legal representatives or management employees of Telekom, additional liability claims of FirstMark are ruled out in these cases subject to the proviso of imperative legal provisions. Liabilities in accordance with the stipulations of the product-liability law shall remain unaffected by the provisions of this agreement. The personal liability of the legal representatives and company employees of the parties to the agreement is ruled out unless the relevant damages were caused deliberately. 8 TERMINATION OF THE AGREEMENT Each party to the agreement has the right to terminate the agreement in writing at any time subject to a three-month period of notice. This termination shall have no effect on CFLs over which Telekom has already transferred control to FirstMark before the termination takes effect. For these CFLs, the contractual provisions and the termination options specially agreed for these in accordance with Enclosure H - Ordering / termination shall continue to apply unless FirstMark has ceased to provide telecommunications services for the public or is no longer the proprietor of the license specified Item 1. In these cases, the CFLs over which control has been transferred shall be converted to comparable products commensurate with the general terms and conditions and which Telekom normally offers its end customers. Both parties to the agreement have a right to extraordinary termination / termination without notice for an important reason similar to Section 626 of the German Civil Code (BGB). The parties to the agreement have a right to extraordinary termination / termination without notice in particular if FirstMark no longer offers telecommunications services to the public or is no longer proprietor of the licence specified in Item 1; the CFLs over which control has already been transferred shall in this case be converted to comparable products commensurate with the general terms and conditions and which Telekom normally offers its end customers. Page 12 Contract on the transfer of control over CFLs 9 CONFIDENTIALITY ARRANGEMENT FirstMark and Telekom undertake to treat all "confidential" knowledge and information acquired / gained in preparing the ground for the agreement or in fulfilling the agreement in a confidential manner and to maintain silence about this information in their dealings with external third parties. Confidential information is all information which is explicitly described as confidential or information whose secrecy requirement is evident from its nature or from other circumstances. The parties to the agreement undertake in particular to keep all confidential information placed at their disposal secret. Subject to the provisos specified below, they shall not make this information available to third parties and shall employ it exclusively in the scope of the co-operation described above. The secrecy obligation shall not apply to information - - which was already known at the time at which it passed on without an obligation of secrecy, - - which was already published at the aforementioned time or published later by third parties in cases where this is not due to an action by the recipient of the information which is not in keeping with the law or the agreement, - - which was legally obtained by third parties without an obligation of secrecy or - - which was explicitly cleared by a declaration in writing by both parties to the agreement or - - which must be revealed under legal informational obligations. The parties to the agreement shall take all necessary precautions to ensure secrecy. In particular, they shall only pass on confidential information to employees who must obtain it on the basis of their duties in the scope of the co-operation described in the preceding (need to know). Where the necessity of employing third parties (e.g. suppliers, consultants) arises in the course of the co-operation between the parties to the agreement and confidential information is passed on to these third parties, the prior written notification of the other party to the agreement regarding this is required. Appropriate written agreements must then be reached with the third party to ensure adherence to the stipulations of this agreement. On request, confidential documents including all copies made thereof must be surrendered. Rights of retention cannot be asserted in this respect. Page 13 Contract on the transfer of control over CFLs 10 APPLICABLE LAW / LEGAL DISPUTES / PLACE OF JURISDICTION This agreement is exclusively subject to the law of the Federal Republic of Germany. The parties to the agreement undertake to first attempt to solve any disputes which may arise from this agreement to the best of their ability via direct negotiations. The place of jurisdiction for legal disputes arising from this agreement is Bonn, Germany. 11 ADJUSTMENT AND INVALIDITY CLAUSE If stipulations of this agreement or a stipulation added to it in the future is completely or partially legally ineffective or is not feasible or loses its legal effectiveness or feasibility at a later date, the applicability of the remaining stipulations of the agreement shall remain unaffected by this. The same applies if it should emerge that the agreement contains a loophole in a provision. In place of the ineffective or unfeasible stipulations or for the closing of such a loophole, a different and appropriate provision shall apply which, where legally possible, is closest to that which the parties to the agreement desired or would have desired in accordance with the meaning and purpose of the agreement had they considered the ineffectiveness or unfeasibility of a stipulation or the provision loophole when concluding this agreement or when later incorporating a new stipulation. 12 CONCLUDING STIPULATIONS This agreement shall take effect from the date on which both parties signed it and is concluded for an indefinite term. Verbal subsidiary agreements were not concluded. Changes and addenda to this agreement shall only take effect following mutual written confirmation. The passing on to third parties of rights and obligations arising from this agreement shall only be permitted with the consent of the other party to the agreement. Two originals of this agreement shall be made. Each party to the agreement shall receive one original. Berlin, Germany, 6 April, 2000 Potsdam, Germany, 17 April, 2000 FirstMark Communications Deutsche Telekom AG Deutschland GmbH /s/ Dr. Dieter Finke /s/ Siegfried Weinberg - ---------------------- ------------------------ Dr. Dieter Finke Siegfried Weinberg /s/ Stephan Mundlein /s/ David Skala - ---------------------- ------------------------ Stephan Mundlein David Skala Page 14 Contract on the transfer of control over CFLs ENCLOSURE A TERMINOLOGY DEFINITIONS Page 1 Contract on the transfer of control over CFLs For the purposes of this agreement, the following terminology definitions shall apply: JOINER CASING: A component which, as the endpoint of a CFL, represents the interface. Several of these casings can be joined to each other during installation. EXCHANGE AREA: Geographical region of the telephone network for which one network node, to which telephone connections are connected, is responsible. END OF CONNECTION: A section of a CFL which is relevant to customer charges and which forms a beeline between a customer endpoint and the measuring point relevant to customer charges of the relevant exchange area Telekom. CONNECTION LINE NETWORK: The entirety of all main, branching and cross-cable lines which connect the termination points of the general network (APL) within a exchange area with one another or with the main distributor of the network node. GENERAL TERMS AND CONDITIONS: The general terms and conditions of Telekom including the parts "service descriptions" and "price lists". ETSI: European Telecommunications Standards Institute. FORCE MAJEURE: Force majeure in the context of this agreement includes unforeseeable events which cannot be averted by the relevant party to the agreement in spite of reasonable care and diligence appropriate to the circumstances of the case and which significantly hinder or render impossible the implementation of the agreed service or its acceptance. An event in the context of this provision includes, among other things, elemental natural events, strikes and lockouts. This also includes the following cases: actions or omissions of third parties not attributable to the parties to the agreement and persistent ground frost which renders underground constructional work impossible. Page 2 Contract on the transfer of control over CFLs ITU-T RECOMMENDATIONS: Recommendations for the handling of world-wide telecommunications traffic issued by an organ of the International Telecommunications Union (UIT), the international advisory committee for telegraphic and telephone services ITU-T; formerly: CCITT (Comite Consultatif International Telegraphique et Telephonique). COLLOCATION SUPPLY POINT: At a measuring point relevant to customer charges, a collocation supply point is the section between a distributor of Telekom and a collocation room of FirstMark on the same site of Telekom. CARRIER FIXED LINK (CFL): A transmission route over which control is transferred by Telekom to FirstMark for the purposes of the FirstMark network with the inclusion of the termination equipment at both ends. TRANSMISSION ROUTE: The logical connection between two sites with a certain number of transmission channels with a certain transmission capacity. SINGLE-ENDPOINT RELOCATION: Relocation of an endpoint of a CFL while the other endpoint remains the same (Example: from A-B to A-C). In the process, the original endpoint (B in the example) must remain connected with other CFLs of the customer. CONNECTION LINE: Connection of the Telekom schedule-of-charges points. CONNECTION-LINE NETWORK: The entirety of all lines in the transmission-route network of Telekom which connect the exchange locations and transmission locations with / among one another. TRAFFIC RELATIONSHIP: Two sites have a traffic relationship if at least one transmission route between them exists or is required. Page 3 Contract on the transfer of control over CFLs SECTIONAL TWO-WAY ROUTING IN THE EXCHANGE AREA: Sectional two-way routing is the case if the CFLs of a traffic relationship are routed in two separate packages on different lines between the customer endpoint and the measuring point relevant to customer charges of the relevant exchange area of Telekom. The packages are routed in lines which have a minimum spacing from one another of 1.50m. At node points of Telekom's general network, such as cable or cable-channel lead-ins, the spacing can be less than this minimum spacing. The lead-in on the customer's site is governed by the site-specific agreement. Where possible, the CFLs of a traffic relationship shall be routed with equal priority in one package. With the exception in the case of 3 CFLs; one package is permitted to contain a maximum of 60 % of the CFLs of a traffic relationship. In the case of a breakdown on one CFL and in the case of operationally necessary measures, two-way routing can be temporarily suspended. COP CS: Central Order Processing, Carrier Services WORKING DAY: In the scope of this agreement, working days do not include Saturdays. Furthermore, public holidays only include those days which are public holidays simultaneously in all German federal states. Page 4 Contract on the transfer of control over CFLs ENCLOSURE B CARRIER FIXED LINKS (CLFs) OF TELEKOM List of contents Chapter 1 Service description Chapter 2 Basic technical conditions Chapter 3 Assistance obligations Chapter 4 Quality Chapter 5 Prices Page 1 Contract on the transfer of control over CFLs 1 SERVICE DESCRIPTION Telekom shall realise the provision and operation of carrier fixed links (CFLs) for the transmission of data and speech for licensed service providers and carriers. All CFLs having analogue interfaces are offered exclusively in accordance with the general terms and conditions (service, prices). These CFLs are ordered centrally by FirstMark - in the same way as digital CFLs. In addition, central invoicing shall also be performed for these CFLs with analogue interfaces. The following CFLs are provided:
- ------------------------------------------------------------------------------------------------------------- DESCRIPTION SHORT DESCRIPTION OF THE CARRIER FIXED LINKS - ------------------------------------------------------------------------------------------------------------- CFL analogue G CFLs with transmission quality commensurate with the ITU recommendation M.1040 and 2Dr / 4Dr interfaces. - ------------------------------------------------------------------------------------------------------------- CFL analogue 1025 CFLs with transmission quality commensurate with the ITU recommendation M.1025 and 2Dr / 4Dr interfaces. - ------------------------------------------------------------------------------------------------------------- CFL analogue 1020 CFLs with transmission quality commensurate with the ITU recommendation M.1020 and 2Dr / 4Dr interfaces. - ------------------------------------------------------------------------------------------------------------- CFL analogue TG CFLs with transmission quality commensurate with the ITU recommendation M.1040 with signalling capability, 2Dr / 4Dr / 6Dr interfaces and attenuation LESS THAN OR EQUAL TO 24dB - -------------------------------------------------------------------------------------------------------------
Page 2 Contract on the transfer of control over CFLs
- ---------------------------------------------------------------------------------------------------------- DESCRIPTION SHORT DESCRIPTION OF THE CARRIER FIXED LINKS - ---------------------------------------------------------------------------------------------------------- CFL 64U CFLs with 64 kbit/s unstructured and interfaces as per ITU-T recommendation G.703. - ---------------------------------------------------------------------------------------------------------- CFL 64S CFLs with 64 kbit/s structured and interfaces as per ITU-T recommendation 1.430 (ETS 300 012). - ---------------------------------------------------------------------------------------------------------- CFL S01 / CFL TS01 CFLs with 64 + 16 kbit/s structured and interfaces as per ITU-T recommendation 1.430 (ETS 300 012) / T = with telephone-service quality. - ---------------------------------------------------------------------------------------------------------- CFL S02 / CFL TS02 CFLs with 64 + 64 + 16 kbit/s structured and interfaces as per ITU-T recommendation 1.430 (ETS 300 012) / T = with telephone-service quality. - ---------------------------------------------------------------------------------------------------------- CFL 2MS / CFL T2MS CFLs with 1,984 kbit/s structured and interfaces as per ITU-T recommendation G.703 / G.704 / T = with telephone-service quality. - ---------------------------------------------------------------------------------------------------------- CFL 2MU CFLs with 2,048 kbit/s unstructured and interfaces as per ITU-T recommendation G.703. - ---------------------------------------------------------------------------------------------------------- CFL 34M CFLs with 34,368 kbit/s and interfaces as per ITU-T recommendation G.703. - ---------------------------------------------------------------------------------------------------------- CFL 16 x T2MS CFLs with 16 x 1,984 kbit/s structured and interfaces as per ITU-T recommendation G.703 / G.704 / T = with telephone-service quality. - ---------------------------------------------------------------------------------------------------------- CFL 21 x T2MS CFLs with 21 x 1,984 kbit/s structured and interfaces as per ITU-T recommendation G.703 / G.704 / T = with telephone-service quality. - ---------------------------------------------------------------------------------------------------------- CFL 155M CFLs with 155,520 kbit/s SDH-structured (STM1) and interfaces as per ITU-T recommendation G.703 / G.707-G.709. - ---------------------------------------------------------------------------------------------------------- CFL 63 x T2MS CFLs with 63 x 1,984 kbit/s structured and interfaces as per ITU-T recommendation G.703 / G.704 / T = with telephone-service quality. - ----------------------------------------------------------------------------------------------------------
Page 3 Contract on the transfer of control over CFLs 2 BASIC TECHNICAL CONDITIONS The technical features of the CFL types, the description of the transmission-specific technical interfaces and the provisions for the structure of the transmission equipment are contained in the basic technical conditions. The carrier fixed links are synchronised using the clock of Telekom. Details on this are also covered in the basic technical conditions. The basic technical conditions can be found in Telekom's technical guideline 1 TR 805. The guideline 1 TR 805 can be obtained as Telesoftware in T-ONLINE *45718# or from Deutsche Telekom Darmstadt Centre P186DA-4b D-64307 Darmstadt GERMANY Fax: (06151) 83 - 44 27. Changes to 1 TR 805 shall be incorporated automatically and are a component of this agreement. 3 ASSISTANCE OBLIGATIONS A carrier fixed link shall be provided by Telekom if the necessary technical and network-planning-specific prerequisites agreed between Telekom and the party to the agreement and stated in Enclosure G have been fulfilled by the party to the agreement. Important network-planning-specific prerequisites for the provision of carrier fixed links are the binding planning arrangements to be agreed between Telekom and the party to the agreement regarding the number of CFLs and their locations in accordance with Enclosure G. Page 4 Contract on the transfer of control over CFLs 4 QUALITY Telekom shall transfer control of the CFLs with quality parameters in accordance with Enclosure F - Quality / troubleshooting. 5 PRICES For provision and transfer of control over CFLs, a non-recurring remuneration for provision and a periodic remuneration for transferring control shall be invoiced by Telekom. The prices for the provision of and transferring of control over CFLs are covered by Enclosure D - Price system for digital CFLs of Telekom. The payment modalities for the party to the agreement regarding the prices for digital CFLs are contained in the provisions in Item 6 in the main part of this agreement. Page 5 Contract on the transfer of control over CFLs ENCLOSURE C ADDITIONAL SERVICES OF TELEKOM List of contents Chapter 1 Service description Chapter 2 Prices Page 1 Contract on the transfer of control over CFLs 1 SERVICE DESCRIPTION For a separate remuneration in accordance with Enclosure E - Prices for additional services - Telekom shall render the following additional services for digital CFLs. The ordering of these additional services by FirstMark shall take place in accordance with the procedure provided for in Enclosure H Item 1.3. 1.1 RELOCATION, REPLACEMENT AND MODIFICATION OF THE TERMINATION EQUIPMENT OR OF THE TERMINAL LINE Telekom shall render the services relocation, replacement and modification of the termination equipment or of the terminal line following an order for this in writing. 1.2 ASSURANCE OF INCREASED NETWORK RELIABILITY IN CASE OF A BREAKDOWN The service "assurance of increased network reliability in case of a breakdown" comprises the assurance given by Telekom to FirstMark that even in the case of a breakdown in one of the CFLs specified by FirstMark, which are allocated in two different CFL packages per order (with a maximum of 19 CFLs per package, i.e. max. 38 CFLs), at least the CFLs of one a packages shall continue to function. An order is possible for the following traffic relationships: (1) Between the endpoints A to B (two packages from A to B), (2) between the endpoints A to B and A to C (one package from A to B and one package from A to C) and (3) between the endpoints A to B and C to D (one package from A to B and one package from C to D). Telekom is responsible for the exact form of the technical realisation on the basis of the package subdivision communicated by FirstMark to Telekom. The "assurance of increased network reliability in case of a breakdown" can be rendered for the CFL types CFL 64 U/S, CFL 2MS / T2MS / 2MU, CFL 34 M and CFL 155 M. In addition, this service is provided for the CFL products 16, 21 and 63 x T2MS. Here, each T2MS in the package allocation shall be payable as a separate CFL, i.e. one 63 x T2MS must be separated into two orders of two packages each. The following quantity limits per week have been defined for the ordering: (1) one order with 2 packages of max. 19 CFLs or (2) three orders in which the total number of CFLs can be a maximum of 30. If this is not fulfilled, FirstMark shall be paid compensation once per year in the relevant year for the breakdowns and irrespective of the frequency of the breakdowns. This corresponds to the surcharge previously paid for the year. This obligation is unfulfilled if a breakdown of both packages of an order occurs simultaneously and lasts longer than 5 minutes. Page 2 Contract on the transfer of control over CFLs All further claims with respect to non-fulfilment are ruled out subject to the proviso of imperative legal provisions. A supplementary system may become necessary (see Item 1.7 of this enclosure). 1.3 SECTIONAL TWO-WAY ROUTING IN THE EXCHANGE AREA Limited two-way routing (sectional two-way routing) at one or both link ends of all CFLs of a traffic relationship: This applies for the routing of the link ends of the CFLs in two separate packages on different lines in the exchange area in which the endpoint A or B is situated; A supplementary system may become necessary (see Item 1.7 of this enclosure). Where possible, the CFLs of a traffic relationship shall be routed with equal priority. Except in the case of 3 CFLs, a maximum of 60 % of the CFLs are permitted to be routed in a single package. In the case of a breakdown of one CFL, the sectional two-way routing can be temporarily suspended. 1.4 DELIVERY-TIME CONFIRMATION FOR SHORT-TERM SERVICES Within 5 working days following receipt of an appropriate written request from FirstMark, Telekom shall communicate in a binding form the deadline for provision of the CFLs desired by FirstMark. The delivery time is the period from the ordering of the CFLs until they are delivered. If the customer orders within a period of two weeks following receipt of the delivery-time confirmation, Telekom shall adhere to the agreed delivery time. This time limit increases to 10 working days if an inspection is required to determine the line routing of the CFLs. In this case, FirstMark undertakes to provide assistance at short notice. If the site is particularly remote or difficult to develop, the total length of this line shall also be specified in the form of a non-binding statement with the inclusion of the remuneration-free section whose development costs shall be borne jointly by FirstMark in addition to the usual charges as per Enclosure E. A maximum of 10 delivery-time confirmations per working day can be processed for FirstMark. Page 3 Contract on the transfer of control over CFLs 1.5 INSTALLATION OF THE CLFs IN A MANNER DEVIATING FROM THE STANDARD INSTALLATION REGULATIONS Special construction, cf. Enclosure G - Provision of CFLs by Telekom / Assistance obligations of FirstMark. 1.6 PERFORMANCE OF A JOINT TEST SIMILAR TO THE TEST ON DELIVERY OF CLFs Malfunctions in the FirstMark area and joint test on provision of CFLs; see Enclosure G. 1.7 SUPPLEMENTARY SYSTEMS (ONLY IN CONNECTION WITH ITEM 1.2 AND/OR 1.3) Supplementary systems cannot be commissioned separately. They shall only be realised in connection with the services "assurance of increased network reliability" or "sectional two-way routing". If a supplementary system is required in the exchange areas in which the endpoints A or B are situated in order to achieve the line-specific prerequisites for increased network reliability or sectional two-way routing, FirstMark shall pay the non-recurring costs for the erection of the required supplementary systems. Supplementary systems in the context of these provisions are additional lines or parts of lines (cable or radio-link lines) of Telekom whose erection becomes necessary so as to supplement the line infrastructure either existing or planned in the scope of extension of the normal route to make possible a line routing of the second route which is independent of the line of the first route carried on the normal route. FirstMark shall reimburse Telekom for the costs invested by it for the supplementary system in accordance with effort / expenditure if its erection was a direct consequence of the FirstMark order. At the request of FirstMark, Telekom shall draw up a rough product-cost calculation for the costs of the supplementary system prior to a legally-binding order for the services increased network reliability and/or sectional two-way routing. 1.8 FOUR-HOUR EXPRESS TROUBLESHOOTING At the request of FirstMark, Telekom shall provide in place of the standard service for CFLs an express troubleshooting available at all times (24 hours a day) within 4 hours of receipt of the report of the malfunction. This service shall be invoiced separately in accordance with Enclosure E. Within this time, Telekom shall repair a malfunctioning CFL and make it available again. In this respect, preference shall be given to troubleshooting the CFLs within normal working hours. If operational availability was restored via a switchover to an alternative route, the sectional two-way routing can remain temporarily suspended, Page 4 Contract on the transfer of control over CFLs either completely or partially, until switching back occurs following final elimination of the malfunction. The switching back generally takes place after expiry of the announcement time limit for measures which can be planned. A prerequisite for express troubleshooting is the utilisation of the services increased network reliability and/or sectional two-way routing in the case of links subject to the main line charge. In the remaining cases of sectional two-way routing, the utilisation of the service four-hour express troubleshooting is dependent on the existing infrastructure and on the available personnel resources of Telekom and can be agreed in individual cases. Telekom shall notify FirstMark of the time from which four-hour express troubleshooting can be utilised; the additional remuneration obligation commences at this time. 1.9 EIGHT-HOUR TROUBLESHOOTING For each individual CFL, 8-hour express troubleshooting is offered as a single or standing order. 1.10 PRELIMINARY INVESTIGATION OF SITES WHICH ARE PARTICULARLY REMOTE OR DIFFICULT TO DEVELOP Within a period of 12 working days following receipt of the enquiry in writing, FirstMark shall receive a statement as to whether the sites on the shortlist of choices are particularly remote or difficult to develop. If such a site is the case, the total length of this line shall be specified in the form of a non-binding statement with the inclusion of the remuneration-free section whose development costs shall be borne jointly by FirstMark in addition to the usual charges as per Enclosure E. 1.11 DEVELOPMENT OF PARTICULARLY REMOTE SITES These are FirstMark sites for whose supply outside of the area of the existing suitable telecommunications infrastructure a new cable of more than 500 m in length must be laid or, in the case of a radio link, would have had to have been laid in place of the radio link. Suitable cables include e.g. all subscriber cables. 1.12 DEVELOPMENT OF SITES WHICH ARE PARTICULARLY DIFFICULT TO DEVELOP These are FirstMark sites which have particular terrain difficulties on account of their exposed location and whose supply is thus very expensive. Page 5 Contract on the transfer of control over CFLs 1.13 CAPACITY UPGRADE A capacity upgrade, i.e. a transition from a lower bandwidth to a higher bandwidth with a corresponding change in the speed-type class (LESS THAN 2Mbit/s, = 2Mbit/s, > 2Mbit/s) is possible at any time, even before expiry of the agreed rental period, for all digital CFLs of a traffic relationship with the retention of the endpoints and is performed simultaneously where the technical and operational possibilities allow this. During the upgrade, an interruption of the transmission route takes place. In this context, dependent on the original CFL product, the following distinction is drawn: 1.13.1 UPGRADE OF CLFs OF UP TO AND INCLUDING 2MBIT/S CFLs of up to 2Mbit/s can be combined into one new CFL of a higher bandwidth. Here, the sum of the usable bandwidths of the original CFLs must not exceed the usable bandwidth of the new CFL. The combination is regarded as an upgrade. For an upgrade of CFLs in a binding rental period, in the case where the breakage fee payable by FirstMark for premature termination of the agreement immediately following the provision of the new operable CFLs would be lower than the sum of the breakage fees actually payable for premature termination of the original but now upgraded CFLs, FirstMark shall be invoiced for the difference. The calculation of the breakage fee amounts shall be performed for each CFL in accordance with Enclosure H, 2.2 and 2.3. On the day the CFLs of a higher bit rate are made available, the contractual relationships referring to the old and now combined CFLs shall expire. For the new higher-bit-rate CFLs, FirstMark can arrange the rental periods listed in Enclosure D. 1.13.2 UPGRADE OF CLFs OF OVER 2MBit/s CFLs of over 2Mbit/s can be transformed into a CFL of a higher bandwidth with the continuation of the contractually agreed binding rental period for the original CFL or with the agreement of a longer rental period. The previous term of agreement shall be deducted. The combination of multiple CFLs into one CFL of a higher bandwidth is not possible. A capacity upgrade can be ordered using the procedure specified in Enclosure H Item 1.3. For the provision of the upgrade CFLs, the provisions described in Enclosure G - Provision of CFLs by Telekom - shall apply. 1.14 MALFUNCTION IN THE AREA OF RESPONSIBILITY OF FIRSTMARK Page 6 Contract on the transfer of control over CFLs If following the report of a malfunction it emerges on the basis of a test that the cause of the malfunction was in FirstMark's area of responsibility, Page 7 Contract on the transfer of control over CFLs FirstMark must refund Telekom for the expenditure incurred in accordance with Enclosure E. 2 PRICES The prices for the additional services described here and invoiced by Telekom are listed in Enclosure E Prices for additional services of Telekom. Page 8 ENCLOSURE D PRICE SYSTEM FOR DIGITAL CFLS OF TELEKOM List of contents Chapter 1 General information on the price system for digital CFLs Chapter 2 Rental periods Chapter 3 Price list for Telekom CFLs Page 1 Contract on the transfer of control over CFLs 1 GENERAL INFORMATION ON THE PRICE SYSTEM FOR DIGITAL CFLS The schedule of charges for the CFLs over which control is transferred by Telekom is dependent on the agreed rental period. This and the commercial conditions applicable to this are described in the following. The prices are specified as net prices to which the statutory sales tax (VAT) must be added. The prices are invoiced annually for a year in advance (for the CFLs already being utilised) or after the event (in the case of non-recurring services such as e.g. provision, cancelling etc.). The remuneration obligation for CFLs shall commence when the CFLs are made available. If a provisionally completed CFL was provided initially, the remuneration obligation shall commence on the day on which this CFL became operable, at the latest however 15 working days after the binding deadline for provision of the CFL and shall end after the day on which a termination becomes effective. 2 RENTAL PERIODS Control over the CFLs shall be transferred either without a binding rental period or with fixed rental periods of 2, 4, 6 or 8 years. In the case of CFLs with a binding rental period, a discount (see Section 3.3 of this enclosure) shall be granted. The agreement of these privileged rental periods (2/4/6/8 years) shall take place with the first order. In any case, it must be ascertainable whether the link in question is a main-line link or not. The change from of a CFL having a binding rental period to a longer privileged rental period (e.g. from 4 to 6 years, 4 to 8 years etc.) is possible at any time. In this case, the previous rental period shall be deducted from the newly agreed longer rental period. The maximum which can be deducted from the new binding rental period is the term of the previous privileged rental period, i.e. for a CFL which has e.g. a rental period of 4 years, a maximum of 4 years can be deducted, even in the case of longer operation times (e.g. 6 years). A change to a lower privileged rental period (e.g. from 6 to 4 years) is not possible. The change of a CFL not having a binding rental period to a CFL with a binding rental period is possible at any time. The previous rental period shall not be deducted from the newly agreed longer rental period. 2.1 SINGLE-ENDPOINT RELOCATION OF CFLS HAVING A PRIVILEGED RENTAL PERIOD After 12 months have elapsed, a single-endpoint relocation of CFLs with a privileged rental period (2/4/6/8 years) is possible in principle if only one end changes and all the sites developed by Telekom stay the same (i.e. continue to be connected by means of other CFLs). Page 2 Contract on the transfer of control over CFLs For the CFLs subject to the single-endpoint relocation, the rental period of the previously chosen privileged binding rental period remains a part of the basic conditions. Irrespective of this, a new longer privileged rental period can be agreed. For the new CFLs, the non-recurring remuneration for connection shall only be charged for the new end. When the new CFLs are made available, the annual remuneration shall be re-adjusted simultaneously. If in exceptional circumstances a single-endpoint relocation takes place before 12 months have elapsed, the previously chosen CFL shall continue to be fully charged at basic conditions for a period of 12 months. Changes to the basic charges or the rental-period price discounts for CFLs shall apply automatically for new and already existing agreements having an extended rental period. 2.2 SINGLE-ENDPOINT RELOCATION OF CFLS NOT HAVING A PRIVILEGED RENTAL PERIOD Following a period of 3 months, a single-endpoint relocation of one end is fundamentally possible in the same exchange area, i.e. only one change occurs in a connection-line network and the link-line network remains unchanged. For the new CFL, the non-recurring connection remuneration shall only be invoiced for the new end. When the new CFL is made available, the annual remuneration shall be re-adjusted simultaneously. 3 PRICE LIST FOR TELEKOM CFLS 3.1 PRICE SYSTEM For the provision of and transferring control over CFLs, Telekom shall invoice a non-recurring provision price and a periodic control-transfer price (running cost). For the calculation of the running costs, the measuring points relevant to customer charges and determined by Telekom shall be used for CFLs. For the purposes of charges for a CFL, the beeline distance from the customer site (X and Y co-ordinates) to the customer-charge measuring point of the relevant exchange area shall be employed. Between the customer-charge measuring points of the relevant exchange areas (link-line section), the beeline distance shall also be employed. In the case of connection-line sections and link-line sections, the distance calculated shall be rounded up to the nearest kilometre. Above a full kilometre, rounding up to the next kilometre shall take place from a length of one metre. Lengths below 1 m shall be rounded down. 3.1.1 REMUNERATION IN THE CONNECTION-LINE NETWORK: For the remuneration amounts in the connection-line network, a distinction is drawn between non-recurring remuneration for provision and running-cost remuneration. Page 3 Contract on the transfer of control over CFLs In the case of the non-recurring remuneration for provision, a one-off basic rate independent of length is payable. The running-cost remuneration amounts are subdivided into lump-sum rates and length-dependent price items and shall be paid annually in advance. For sites which are remote and difficult to develop, the relevant costs to be borne (additional payments) shall be invoiced to FirstMark in individual cases. 3.1.2 REMUNERATION IN THE LINK-LINE NETWORK: In the link-line network, a distinction is drawn between CFLs located on "main lines" and those located on "normal lines". Main-line links are links between and within certain selected cities (local networks). At the moment, links between the local networks of the following cities are included in the main-line charge: - Essen - Erfurt - Mainz - Duesseldorf - Rostock - Mannheim/Ludwigshafen - Cologne - Magdeburg - Frankfurt/Main - Dortmund - Hamburg - Stuttgart - Bonn - Bremen - Karlsruhe - Berlin - Aachen - Muenster - Leipzig - Hanover - Munich - Halle - Bielefeld - Nuremberg - Dresden - Brunswick - Luebeck - Kassel - Darmstadt - Wiesbaden - Augsburg The provision of a single link line (and also of a single connection-link line) is only possible with the inclusion of the relevant collocation supply points (with the corresponding non-recurring remuneration amounts) and of a collocation facility with Telekom. 3.1.3 REMUNERATION AMOUNTS FOR COLLOCATION SUPPLY POINTS The remuneration amounts for collocation supply points is subdivided into non-recurring remuneration for provision and annual running-cost remuneration (payable in advance). In each case, these are lump-sum price items. Page 4 3.2 BASIC CHARGES BASIC CHARGE CFL 64U/S KBIT/S CONNECTION-LINE NETWORK
Net prices in DM (euros) REMUNERATION FOR PROVISION (NON-RECURRING) Basic rate 1,535.00 (784.83) Added rate for each km started 00.00 RUNNING-COST REMUNERATION (ANNUALLY IN ADVANCE) Flat rate 350.00 (178.95) Plus the amount for each km started 239.00 (122.20) LINK-LINE NETWORK MAIN LINES NORMAL LINES Net prices in DM (euros) Net prices in DM (euros) RUNNING-COST REMUNERATION (ANNUALLY IN ADVANCE) Flat rate 2,100.00 (1,073.71) 2,000.00 (1,022.58) Plus the amount for each km started, up to 90.00 (46.02) 170.00 (86.92) 15 km Plus the amount for each km started, from 40.00 (20.45) 62.00 (31.70) 16 to 50 km Plus the amount for each km started, from 16.00 (8.18) 20.00 (10.23) 51 to 150 km Plus the amount for each km started, over 10.00 (5.11) 10.00 (5.11) 150 km COLLOCATION SUPPLY POINTS Net prices in DM (euros) REMUNERATION FOR PROVISION (non-recurring lump-sum 1,402.00 (716.83) amount) RUNNING-COST REMUNERATION (lump-sum rate payable 250.00 (127.82) annually in advance)
Page 5 Contract on the transfer of control over CFLs BASIC CHARGE CFL S01 / TS01 CONNECTION-LINE NETWORK
Net prices in DM (euros) REMUNERATION FOR PROVISION (NON-RECURRING) Basic rate 1,535.00 (784.83) Added rate for each km started 00.00 RUNNING-COST REMUNERATION (ANNUALLY IN ADVANCE) Flat rate 350.00 (178.95) Plus the amount for each km started 239.00 (122.20) LINK-LINE NETWORK MAIN LINES NORMAL LINES Net prices in DM (euros) Net prices in DM (euros) RUNNING-COST REMUNERATION (ANNUALLY IN ADVANCE) Flat rate 4,200.00 (2,147.43) 4,000.00 (2,045.17) Plus the amount for each km started, up to 180.00 (92.03) 340.00 (173.84) 15 km Plus the amount for each km started, from 80.00 (40.90) 124.00 (63.40) 16 to 50 km Plus the amount for each km started, from 32.00 (16.36) 40.00 (20.45) 51 to 150 km Plus the amount for each km started, over 20.00 (10.23) 20.00 (10.23) 150 km COLLOCATION SUPPLY POINTS Net prices in DM (euros) REMUNERATION FOR PROVISION (non-recurring lump-sum 1,402.00 (716.83) amount) RUNNING-COST REMUNERATION (lump-sum rate payable 250.00 (127.82) annually in advance)
Page 6 Contract on the transfer of control over CFLs
BASIC CHARGE CFL S02 / TS02 CONNECTION-LINE NETWORK Net prices in DM (euros) REMUNERATION FOR PROVISION (NON-RECURRING) Basic rate 1,535.00 (784.83) Added rate for each km started 00.00 RUNNING-COST REMUNERATION (ANNUALLY IN ADVANCE) Flat rate 350.00 (178.95) Plus the amount for each km started 239.00 (122.20) LINK-LINE NETWORK MAIN LINES NORMAL LINES Net prices in DM (euros) Net prices in DM (euros) RUNNING-COST REMUNERATION (ANNUALLY IN ADVANCE) Flat rate 6,300.00 (3,221.14) 6,000.00 (3,067.75) Plus the amount for each km started, up to 270.00 (138.05) 485.00 (247.98) 15 km Plus the amount for each km started, from 120.00 (61.36) 180.00 (92.03) 16 to 50 km Plus the amount for each km started, from 46.50 (23.78) 55.00 (28.12) 51 to 150 km Plus the amount for each km started, over 30.00 (15.34) 30.00 (15.34) 150 km COLLOCATION SUPPLY POINTS Net prices in DM (euros) REMUNERATION FOR PROVISION (non-recurring lump-sum 1,402.00 (716.83) amount) RUNNING-COST REMUNERATION (lump-sum rate payable 250.00 (127.82) annually in advance)
Page 7 Contract on the transfer of control over CFLs
BASIC CHARGE CFL 2MS / T2MS / 2MU CONNECTION-LINE NETWORK Net prices in DM (euros) REMUNERATION FOR PROVISION (NON-RECURRING) Basic rate 2,027.00 (1,036.39) Added rate for each km started 00.00 RUNNING-COST REMUNERATION (ANNUALLY IN ADVANCE) Flat rate 3,000.00 (1,533.88) Plus the amount for each km started 775.00 (396.25) LINK-LINE NETWORK MAIN LINES NORMAL LINES Net prices in DM (euros) Net prices in DM (euros) RUNNING-COST REMUNERATION (ANNUALLY IN ADVANCE) Flat rate 2,700.00 (1,380.49) 3,550.00 (1,815.09) Plus the amount for each km started, up to 1,075.00 (549.64) 1,410.00 (720.92) 15 km Plus the amount for each km started, from 320.00 (163.61) 500.00 (255.65) 16 to 50 km Plus the amount for each km started, from 166.00 (84.87) 200.00 (102.26) 51 to 150 km Plus the amount for each km started, over 85.00 (43.46) 85.00 (43.46) 150 km COLLOCATION SUPPLY POINTS Net prices in DM (euros) REMUNERATION FOR PROVISION (non-recurring lump-sum 1,653.00 (845.17) amount) RUNNING-COST REMUNERATION (lump-sum rate payable 450.00 (230.08) annually in advance)
Page 8 Contract on the transfer of control over CFLs
BASIC CHARGE CFL 34 M CONNECTION-LINE NETWORK Net prices in DM (euros) REMUNERATION FOR PROVISION (NON-RECURRING) Basic rate 12,712.90 (6,500.00) Added rate for each km started 00.00 RUNNING-COST REMUNERATION (ANNUALLY IN ADVANCE) Flat rate 10,036.00 (5,131.33) Plus the amount for each km started 10,500.00 (5,368.56) LINK-LINE NETWORK MAIN LINES NORMAL LINES Net prices in DM (euros) Net prices in DM (euros) RUNNING-COST REMUNERATION (ANNUALLY IN ADVANCE) Flat rate 25,065.00 (12,815.53) 24,500.00 (12,526.65) Plus the amount for each km started, up to 5,000.00 (2,556.46) 6,500.00 (3,323.40) 15 km Plus the amount for each km started, from 3,250.00 (1,661.70) 4,044.00 (2,067.66) 16 to 50 km Plus the amount for each km started, from 1,350.00 (690.24) 1,650.00 (843,63) 51 to 150 km Plus the amount for each km started, over 687.00 (351.26) 687.00 (351.26) 150 km COLLOCATION SUPPLY POINTS Net prices in DM (euros) REMUNERATION FOR PROVISION (non-recurring lump-sum 1,542.69 (788.76) amount) RUNNING-COST REMUNERATION (lump-sum rate payable 6,000.00 (3,067.75) annually in advance)
Page 9 Contract on the transfer of control over CFLs
BASIC CHARGE CFL 16 X T2MS CONNECTION-LINE NETWORK Net prices in DM (euros) REMUNERATION FOR PROVISION (NON-RECURRING) Basic rate 15,000.00 (7,669.38) Added rate for each km started 00.00 RUNNING-COST REMUNERATION (ANNUALLY IN ADVANCE) Flat rate 11,000.00 (5,624.21) Plus the amount for each km started 10,500.00 (5,368.56) LINK-LINE NETWORK MAIN LINES NORMAL LINES Net prices in DM (euros) Net prices in DM (euros) RUNNING-COST REMUNERATION (ANNUALLY IN ADVANCE) Flat rate 25,065.00 (12,815.53) 24,500.00 (12,526.65) Plus the amount for each km started, up to 5,000.00 (2,556.46) 6,500.00 (3,323.40) 15 km Plus the amount for each km started, from 3,250.00 (1,661.70) 4,044.00 (2,067.66) 16 to 50 km Plus the amount for each km started, from 1,350.00 (690.24) 1,650.00 (843.63) 51 to 150 km Plus the amount for each km started, over 687.00 (351.26) 687.00 (351.26) 150 km COLLOCATION SUPPLY POINTS Net prices in DM (euros) REMUNERATION FOR PROVISION (non-recurring lump-sum 2,500.00 (1,278.23) amount) RUNNING-COST REMUNERATION (lump-sum rate payable 6,000.00 (3,067.75) annually in advance)
Page 10 Contract on the transfer of control over CFLs
BASIC CHARGE CFL 21 X T2MS CONNECTION-LINE NETWORK Net prices in DM (euros) REMUNERATION FOR PROVISION (NON-RECURRING) Basic rate 15,000.00 (7,669.38) Added rate for each km started 00.00 RUNNING-COST REMUNERATION (ANNUALLY IN ADVANCE) Flat rate 13,172.25 (6,734.86) Plus the amount for each km started 11,156.25 (5,704.10) LINK-LINE NETWORK MAIN LINES NORMAL LINES Net prices in DM (euros) Net prices in DM (euros) RUNNING-COST REMUNERATION (ANNUALLY IN ADVANCE) Flat rate 32,897.81 (16,820.38) 32,156.25 (16,441.23) Plus the amount for each km started, up to 6,562.50 (3,355.35) 8,531.25 (4,361.96) 15 km Plus the amount for each km started, from 4,265.63 (2,180.98) 5,307.75 (2,713.81) 16 to 50 km Plus the amount for each km started, from 1,771.88 (905.95) 2,165.63 (1,107.27) 51 to 150 km Plus the amount for each km started, over 901.69 (461.03) 901.69 (461.03) 150 km COLLOCATION SUPPLY POINTS Net prices in DM (euros) REMUNERATION FOR PROVISION (non-recurring lump-sum 2,650.00 (1,354.92) amount) RUNNING-COST REMUNERATION (lump-sum rate payable 6,300.00 (3,221.14) annually in advance)
Page 11 Contract on the transfer of control over CFLs
BASIC CHARGE CFL 155 M CONNECTION-LINE NETWORK Net prices in DM (euros) REMUNERATION FOR PROVISION (NON-RECURRING) Basic rate 12,712.90 (6,500.00) Added rate for each km started 00.00 RUNNING-COST REMUNERATION (ANNUALLY IN ADVANCE) Flat rate 12,062.00 (6,167.20) Plus the amount for each km started 11,500.00 (5,879.86) LINK-LINE NETWORK MAIN LINES NORMAL LINES Net prices in DM (euros) Net prices in DM (euros) RUNNING-COST REMUNERATION (ANNUALLY IN ADVANCE) Flat rate 36,000.00 (18,406.51) 36,000.00 (18,406.51) Plus the amount for each km started, up to 7,700.00 (3,936.95) 11,250.00 (5,752.03) 15 km Plus the amount for each km started, from 5,250.00 (2,684.28) 7,150.00 (3,655.74) 16 to 50 km Plus the amount for each km started, from 2,450.00 (1,252.67) 3,250.00 (1,661.70) 51 to 150 km Plus the amount for each km started, over 1,250.00 (639.11) 1,250.00 (639.11) 150 km COLLOCATION SUPPLY POINTS Net prices in DM (euros) REMUNERATION FOR PROVISION (non-recurring lump-sum 1,837.00 (939.24) amount) RUNNING-COST REMUNERATION (lump-sum rate payable 6,350.00 (3,246.70) annually in advance)
Page 12 Contract on the transfer of control over CFLs
BASIC CHARGE CFL 63 X T2MS CONNECTION-LINE NETWORK Net prices in DM (euros) REMUNERATION FOR PROVISION (NON-RECURRING) Basic rate 20,000.00 (10,225.84) Added rate for each km started 00.00 RUNNING-COST REMUNERATION (ANNUALLY IN ADVANCE) Flat rate 14,077.56 (7,197.74) Plus the amount for each km started 12,000.00 (6,135.50) LINK-LINE NETWORK MAIN LINES NORMAL LINES Net prices in DM (euros) Net prices in DM (euros) RUNNING-COST REMUNERATION (ANNUALLY IN ADVANCE) Flat rate 36,000.00 (18,406.51) 36,000.00 (18,406.51) Plus the amount for each km started, up to 7,700.00 (3,936.95) 11,250.00 (5,752.03) 15 km Plus the amount for each km started, from 5,250.00 (2,684.28) 7,150.00 (3,655.74) 16 to 50 km Plus the amount for each km started, from 2,450.00 (1,252.67) 3,250.00 (1,661.70) 51 to 150 km Plus the amount for each km started, over 1,250.00 (639.11) 1,250.00 (639.11) 150 km COLLOCATION SUPPLY POINTS Net prices in DM (euros) REMUNERATION FOR PROVISION (non-recurring lump-sum 5,850.00 (2,991.06) amount) RUNNING-COST REMUNERATION (lump-sum rate payable 7,400.00 (3,783.56) annually in advance)
Page 13 Contract on the transfer of control over CFLs 3.3 PRICE-REDUCTION SYSTEM 3.3.1 RENTAL-PERIOD PRICE REDUCTION A rental-period price reduction shall be granted in the case of CFLs leased with a rental period of 2, 4, 6 or 8 years. This pertains to all price segments (remuneration for provision and running-cost remuneration of the connection-line and link-line network) with the exception of the prices for additional services. The rental period shall extend automatically if the customer does not terminate the rental agreement in writing 3 months prior to expiry of the rental period. Following every change which occurs in the basic prices or in the rental-period price reductions for CFLs, the updated figures shall be employed automatically for new and already existing minimum-rental-period agreements. Rental-period price reduction for digital CFLs: 2 YEARS 4 YEARS 6 YEARS 8 YEARS 10% 17% 21% 23% Page 14 Contract on the transfer of control over CFLs 3.3.2 SALES-PRICE REDUCTION The sales bonus pertains to all sales with DIGITAL CFLs. (The sales figure in the context of this provision is calculated from the total amount for which Telekom invoices FirstMark for each calendar year taking into account the reimbursements payable by Telekom to FirstMark.) Sales bonus for digital CFLs (APPLICABLE UNTIL 31 DECEMBER, 1999):
- ------------------------------------------------------------------------------------------------------------------ FOR THE NET PROPORTION OF ANNUAL SALES SALES-PRICE REDUCTION - ------------------------------------------------------------------------------------------------------------------ FROM TO - ------------------------------------------------------------------------------------------------------------------ 0 DM 0.5 million DM 0 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 0.5 million DM 1 million DM 2 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 1 million DM 2 million DM 3 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 2 million DM 5 million DM 4 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 5 million DM 10 million DM 5 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 10 million DM 20 million DM 6 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 20 million DM 50 million DM 8 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 50 million DM 100 million DM 10 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 100 million DM 200 million DM 12 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 200 million DM 500 million DM 14 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 500 million DM 1 billion DM 16 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 1 billion DM 2 billion DM 20 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ > 2 billion DM 24 % - ------------------------------------------------------------------------------------------------------------------
Page 15 Contract on the transfer of control over CFLs Sales bonus for digital CFLs in euros (APPLICABLE FROM 1 JANUARY, 2000):
- ------------------------------------------------------------------------------------------------------------------ FOR THE NET PROPORTION OF ANNUAL SALES SALES-PRICE REDUCTION - ------------------------------------------------------------------------------------------------------------------ FROM TO - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 0 euros 0.25 million euros 0 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 0.25 million euros 0.5 million euros 2 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 0.5 million euros 1 million euros 3 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 1 million euros 2.5 million euros 4 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 2.5 million euros 5 million euros 5 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 5 million euros 10 million euros 6 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 10 million euros 25 million euros 8 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 25 million euros 50 million euros 10 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 50 million euros 100 million euros 12 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 100 million euros 250 million euros 14 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 250 million euros 500 million euros 16 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 500 million euros 1 billion euros 20 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ > 1 billion euros 24 % - ------------------------------------------------------------------------------------------------------------------
Page 16 Contract on the transfer of control over CFLs Sales bonus for digital CFLs in DM converted from the euro amounts (APPLICABLE FROM 1 JANUARY, 2000):
- ------------------------------------------------------------------------------------------------------------------ FOR THE NET PROPORTION OF ANNUAL SALES SALES-PRICE REDUCTION - ------------------------------------------------------------------------------------------------------------------ FROM TO - ------------------------------------------------------------------------------------------------------------------ 0 DM 488,957.50 DM 0 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 488,957.50 DM 977,915.00 DM 2 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 977,915.00 DM 1,955,830.00 DM 3 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 1,955,830.00 DM 4,889,575.00 DM 4 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 4,889,575.00 DM 9,779,150.00 DM 5 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 9,779,150.00