TELECOMMUNICATION NETWORKS INTERCONNECTION AGREEMENT BETWEEN AB LIETUVOS TELEKOMAS AND UAB. SIGNED IN VILNIUS on

Transcription

1 LIETUVOS TELEKOMAS AGREEMENT Reg. No. AGREEMENT Reg. No. TELECOMMUNICATION NETWORKS INTERCONNECTION AGREEMENT BETWEEN AB LIETUVOS TELEKOMAS AND UAB SIGNED IN VILNIUS on

2 Joint Stock Company Lietuvos Telekomas, located at 28 Savanorių Ave.,, Registration No , represented by, hereinafter referred to as TELEKOMAS in the present Agreement, and, located at, Registration No., represented by, acting in observance of its by-laws, hereinafter referred to as THE OPERATOR in the present Agreement, hereinafter collectively referred to as the Parties and separately as a Party in the present Agreement, for the purpose of defining the reciprocal rights and obligations, and the cooperation conditions in regard to interconnection of telecommunication networks and transmission of Calls traffic between the telecommunication networks, operated by the Parties, have entered into the present Agreement: I. SUBJECT OF THE AGREEMENT 1.1. The Parties agree to, on the conditions and according to the procedures, set in the present Agreement, interconnect their telecommunication networks and provide the related telecommunication services, in order for the Service recipients of one Party hereto to be able to use the communication with the Service recipients of the other Party and/or the telecommunication services, provided by the other Party hereto The interconnection of the telecommunication networks, operated by the Parties, and the related telecommunication services are thoroughly defined in the annexes to the present Agreement, the list of which is presented in Annex A1 hereto Forwarding of Calls traffic by transit from one Party to a Third operator s network via the network of the other Party hereto shall not be the subject of the present Agreement The Party, forwarding the Undefined calls traffic in the present Agreement, to the network of the other Party, shall indemnify the other Party for the loss, incurred by the Party, receiving such Calls traffic. The Undefined calls traffic shall not be the subject of the present Agreement Either Party hereto shall be entitled to refuse to receive the Undefined Calls traffic in the present Agreement The concepts, used in the present Agreement and the annexes hereto are defined in Annex A2 of this Agreement. II. OBLIGATIONS OF THE PARTIES 2.1. TELEKOMAS shall furnish THE OPERATOR with the services, defined in annexes B hereto THE OPERATOR shall furnish TELEKOMAS with the services, defined in annexes C hereto The Parties, when furnishing each other with the services, defined in paragraphs 2.1 and 2.2 of the present Agreement, shall observe the conditions, laid down in this Agreement and annexes A, B, and C hereto. III. THE PRICE AND PROCEDURE OF SETTLEMENTS 3.1. Each Party shall remunerate the other Party for the services, specified in paragraphs 2.1 and 2.2 of the present Agreement, according to the conditions and by the prices, specified in annexes A, B and C hereto The prices of the services, specified in paragraphs 2.1 and 2.2 of the present Agreement, are presented without the value added tax (VAT), which shall be calculated according to the procedures set by the laws The Parties shall register the data according to the conditions, laid down in Annex A4 hereto. Basing on the registered data the Parties shall prepare the report presented in Annex 1 of Annex A3, according to which the invoice shall be issued. The Undefined Calls traffic in the preset Agreement shall be registered by the receiving Party The Parties shall submit to each other the Calls traffic registration data and use them only to the extent and according to the purpose, set in the present Agreement The procedure and time periods for preparation and paying for the invoices for the reciprocal services, provided according to the present Agreement, and also other related actions are defined in Annex A3 to the present Agreement. IV. TECHNICAL REQUIREMENTS 4.1. Each Party shall be responsible for the compliance of its network to the requirements, set in the corresponding annexes hereto, the laws and legal acts The Parties shall observe the rules on arrangement of the networks, set in the annexes hereto.

3 4.3. Both Parties shall be responsible for the installation, testing, operation and maintenance of equipment and their systems, existing in their network (up to the interconnection point), in case no other arrangement has been reached by and between the Parties in writing in this regard In case either Party wishes to execute changes within the network of the other, which changes are necessary for both Parties, in order for their Service recipients to be able to use the reciprocal communication and/or the telecommunication services, provided by both Parties, the Parties shall arrange such changes in writing and each Party shall cover the expenses necessary to execute such changes within its network In case either Party wishes to execute changes within the network of the other Party, which changes are necessary in order for the Service recipients of that Party to enjoy communication with the Services recipients of the other Party and/or the telecommunication services, provided by the other Party the Parties shall agree on such changes in writing and such network changes and operation expenses shall be fully covered by the Party, which expresses the will to have such changes introduced, in case no other agreement has been reached by the Parties in writing in this regard The Parties agree that in case of works (actions), necessary to be executed for both Parties in order to have the network interconnected and maintain such interconnection the Party, which offers the lower price for such works (actions) shall be held responsible for their execution The procedure for format, transmission and usage of the number of the calling Party (the A-number) is defined in Annex A4 hereto. V. LIABILITY 5.1. When executing the present Agreement the Parties shall display the necessary care and skill, which can be reasonably expected from a competent telecommunications operator or service provider Neither of the Parties shall be liable for the loss, incurred by the other Party, which comes into existence from the arrangements with third parties, in case no other agreement has been reached by the Parties in writing in this regard Neither of the Parties shall be liable for the indirect loss, incurred by the other Party (for instance the non-received revenues), which comes into existence when executing the obligations, undertaken under the present Agreement, with the exception of the cases when the legal acts establish otherwise The Parties shall be liable only to the extent an in the cases, defined in the present Agreement and the annexes hereto or other written arrangements by and between the Parties The Parties shall not require from each other any compensations or indemnifications, in case the forwarding and receipt of Calls traffic volumes is terminated due to the Laws or legal acts of the Republic of Lithuania, resolutions of the governmental institutions or the international commitments, enforceable onto the Republic of Lithuania. VI. FORCE MAJEURE CIRCUMSTANCES 6.1.The Parties hereto shall be released from the responsibility to execute the obligations, undertaken under the preset Agreement or from improper or non-timely execution of their obligations, in case such non-execution, improper or non-timely execution occurred due to unavoidable and unpredictable circumstances, which come into existence after the coming into force of the present Agreement and do not depend on the will of the Parties, i. e. force majeure circumstances, however in any case the said circumstances shall not be held an excuse in regard to any conditions of the Agreement, related with settlement The circumstances to be held force majeure are specified in the Civil Code of the Republic of Lithuania and The Rules on Releasing from Amenability due to Force Majeure Circumstances, approved by Resolution No. 840, issued by the Government of the Republic of Lithuania The Party, which has experienced force majeure circumstances shall inform the other Party on the issue in writing within the time period of 10 (ten) business days from the date of coming into force or becoming aware of the force majeure circumstances, with the exception of the cases, when the existence of the force majeure circumstances is obvious to the other Party. The said time period shall be held the reasonable time period during which a Party hereto shall inform the other Party on the experienced force majeure circumstances. In case the Party, experiencing force majeure circumstances fails to inform the other Party on the issue in due time, the Party shall be deprived of the possibility to refer to the force majeure circumstances for the time period till the date of submission of the notification on the force majeure circumstances to the other Party In case the force majeure circumstances last longer than 2 (two) months the present Agreement can be terminated by a written notification by either Party hereto, forwarded to the other Party not later than 30 (thirty) days till the date of such termination.

4 VII. NO WAIVER AND TRANSFER OF RIGHTS 7.1. No waiver by either Party of any of the rights under the present Agreement or any claims, arising from an infringement of the present Agreement by the other Party and no inability to execute any of the conditions of the present Agreement by either Party shall be held the waiver of all the rights, held by such Party under the Agreement or the waiver of the right to rise claims, due to infringement of the present Agreement by the other Party A waiver of the right under the present Agreement or a claim, rising due an infringement of the present Agreement shall be held enforceable in case it is submitted to the other Party in writing, signed and sealed by the Party, expressing the waiver Neither Party hereto shall be entitled to transfer its rights or responsibilities under the present Agreement to any third party without a written consent on behalf of the other Party. VIII. NOTICES 8.1. In case no other arrangement has been reached by Parties hereto in this regard all the information and documents, related to the present Agreement (hereinafter referred to as notices) shall be prepared in writing and submitted to the contact persons, specified in Annex A8 to the present Agreement In case no other arrangement has been reached by Parties in this regard all the notices, by which one Party hereto seeks to present any information or documents, related to the present Agreement to the other Party, shall be submitted: by fax, following by registered mail, or by hand upon signature, or by any other manner, identified in the present Agreement or annexes hereto A notice shall be deemed received: when forwarding in the manner, foreseen in paragraph of the present Agreement after 4 (four) days from the date of forwarding of the notice by registered mail; when forwarding in the manner, foreseen in paragraph of the present Agreement upon receipt of a written confirmation on the receipt of the notice by the receiver Party. IX. GUARANTEE OF EXECUTION OF THE AGREEMENT 9.1. Upon signing of the present Agreement, the Party, requesting to interconnect the networks shall, not later than till the commencement of forwarding of the Calls traffic, for the purpose of ensuring of execution of the Agreement, submit a valid guarantee or a banker s guarantee or pay a monetary pledge, the amount of which shall be calculated according to the procedure, presented in Annex A7 to the Agreement, taking into consideration the value of the audited property, recorded in the Balance statement of THE OPERATOR. In case THE OPERATOR fails to present such guarantee of execution of the Agreement within the time period, set in the present Paragraph, TELEKOMAS shall be entitled to refuse THE OPERATOR S Calls traffic into its network and to forward the Calls traffic to THE OPERATOR S network The Agreement execution guarantee, specified in Paragraph 9.1 shall be agreed upon with TELEKOMAS, be unconditional, irrevocable and valid for the time period no shorter than that of the present Agreement. The time period of validity of the Agreement execution guarantee shall be extended by THE OPERATOR not later than 1 month till the date of its expiry. X. THE TIME PERIOD OF VALIDITY AND RENEWAL OF THE AGREEMENT The present Agreement shall come into force on the date of signing by representatives and confirmation by seals of both Parties thereof The present Agreement shall stay in force for the time period of 12 (twelve) months from the date of coming into force In case neither of the Parties, earlier than 2 (two) months till the date of the expiry of the Agreement presents a written termination notice to the Party, the Agreement shall be held to be extended for the time period 1 (one) year and the said time period shall be held the new time period of validity of the Agreement In case any of the provisions of the present Agreement becomes fully or partially unenforceable, it shall not have any influence on the enforceability of the remaining provisions of the Agreement.

5 XI. EXPIRY AND TERMINATION OF THE AGREEMENT Upon expiry or termination of the present Agreement prior to its expiry date, the provisions, related to payments and liability of the Parties shall stay in force The present Agreement can be terminated: By mutual agreement by and between the Parties, when both Parties sign a separate written agreement; According to the procedure, set in Paragraph 11.3; In the case, described in Paragraph 6.4; The Parties agree that the present Agreement shall be terminated starting from the date, communicated by one Party hereto to the other. Such written notice shall be presented: immediately and without observance of the notice submission time periods, in case a provision (provisions) of the Agreement, on the grounds of the laws or legal acts of the Republic of Lithuania or by decision of governmental institutions was changed in substance and such changes are of significant importance to one or both Parties to the Agreement immediately and without observance of the notice submission time periods in case the other Party: announces bankruptcy or undergoes liquidation; fails to indemnify the undisputed losses in due time and in proper manner or fails to execute its obligations, undertaken under the present Agreement or executes them in improper manner and fails to remedy the situation within the time period of 30 (thirty) days from the date of receipt of the notification on the non-execution or improper execution of the obligations; fails to present the Agreement execution guarantee within the time period, set in Paragraph 9.1 of the present Agreement; makes other essential violations of the present Agreement. XII. SUSPENSION OF PROVISION OF SERVICES The provision of services, identified by the present Agreement shall be terminated upon expiry of the Agreement During any negotiations regarding an amendment of the present Agreement the Parties shall not suspend the provision of services. The conditions, proposed to be changed shall stay in force during the negotiations and shall be executed till the Parties reach an agreement regarding the amendment In case of an essential violation of the present Agreement, including the violations, foreseen in subparagraph , the Parties shall be entitled to suspend the execution of the obligations, undertaken under the present Agreement to the equivalent extent till the date the violation is remedied The service providing Party shall be entitled to suspend the provision of services, partially or in full, in case the other Party fails to execute its obligations, undertaken under the present Agreement or executes them not in due manner, in which case the service providing Party shall notify the other Party 3 (three) days prior to the date of suspension of provision of service. In such case the provision of services shall be held to be suspended due to the circumstances within the responsibility of the other Party and the latter shall execute all its payment obligations to the service providing Party. XIII.AMENDING AND SUPPLEMENTING OF THE AGREEMENT The present Agreement shall be supplemented and amended only by a written agreement, signed by representatives of both Parties and confirmed by seals of both Parties, in case no other provision has been foreseen in the present Agreement in this regard. Such an agreement, signed by both Parties shall become an integral part of the present Agreement In case of a need all the amendments of the present Agreement shall be presented by the initiator Party to the official institutions for registration, in case no other arrangement is reached by the Parties in this regard In case of changes on the telecommunications market or in the legislation of the Republic of Lithuania, regulating the conditions for the corresponding telecommunications activities, each Party shall be entitled to commence the procedure of revision of the conditions of the present Agreement according to the provisions, contained in Article XIV of the present Agreement In case either Party in writing offers an amendment of the conditions regarding the interconnection, provided on the basis of the present Agreement or the related amendments of the Agreement and the other Party:

6 within the time period of 45 (forty-five) days from the date of receipt of such a proposal, does not respond, the other Party shall be held to have accepted the proposed conditions, which shall come into force after the expiry of the time period for response, foreseen in the present Paragraph; refuses (fully or in part) such a proposal, the further proposed revision of the conditions of the present Agreement shall be executed according to the provisions, contained in Article 14 of the present Agreement. XIV. NEGOTIATIONS The present Agreement shall be amended and supplemented only by a written agreement, signed by representatives of both arties and confirmed by seals of both Parties, in case no other arrangement has been foreseen in the present Agreement in this regard. Such an agreement, signed by the Parties shall become an integral part of the present Agreement The procedure, foreseen in the present Article regulates the conditions for revision of the conditions of the present Agreement and resolution of disputes and other disagreements between the Parties, arising in connection to the present Agreement or related with it by negotiations The negotiations shall be held during the meetings of the representatives of the Parties, with the exception of the cases, when both Parties are satisfied with another form of negotiations (correspondence, telephone conversation, etc). The results of negotiations shall always be confirmed by both Parties in writing The negotiations shall be held in the Lithuanian language The start of the negotiations shall be held the date, on which, in case of a dispute or another disagreement between the Parties, related to or arising in connection with the present Agreement or in case of a proposal to revise the conditions of the Agreement, one Party applies to the other with a written proposal to resolve the dispute or disagreement or discuss the proposal regarding the revision of the conditions of the preset Agreement by negotiations. In case both Parties apply to each other in writing with a similar proposal, the commencement of the negotiations shall be held the date, on which a Party hereto receives such a proposal first The negotiations shall be completed not later than within the time period of 2 (two) months starting from their commencement date (the said time period hereinafter referred to as the time period for negotiations). In case after the expiry of the time period for negotiations there is still no written document, registering the results of the negotiations, the negotiations shall be held unsuccessful In case during the time period of validity of the Agreement THE OPERATOR did not start forwarding/receiving Calls traffic and did not use/did not provide the services, provided for in the Agreement THE OPERATOR shall be deemed to have negotiated regarding the conclusion of the agreement in an unfair manner (without any intention to use or provide the services) and THE OPERATOR shall indemnify TELEKOMAS the incurred losses, equal to the expenses of the negotiations regarding the conclusion of the Agreement. XV. DISPUTE SETTLEMENT PROCEDURE In case of a failure to resolve a dispute or another disagreement between the Parties, relating to the present Agreement by negotiations during the time period for negotiations, another time period is foreseen in the annexes hereto and the dispute shall be further resolved according to the procedure, set by the laws of the Republic of Lithuania. XVI. CONFIDENTIAL INFORMATION The Parties shall safeguard all the technical, intellectual (strategic plans, etc.), commercial and other information and shall not disclose it to any third party, in case the other Party treats such information with confidence and notifies on the issue to the receiving Party by marking such information with the mark CONFIDENTIAL (hereinafter referred to as Confidential information in the present Agreement) The Confidential information, without the written consent from the providing Party, shall not be used for any other purpose than that which it has been provided for. The content of the present Agreement and other information of a confidential character, which has been received by a Party when executing the preset Agreement can be disclosed only to the staff, contractors or representatives of the receiving Party, and only in case the information is necessary for them in order to execute the preset Agreement and on the condition that they undertake the obligations, set in the present Article The Confidential information of TELEKOMAS is The Confidential information of THE OPERATOR is Disclosure or transfer of Confidential information to third parties or publication shall be permissible only upon receipt of the written consent from the providing Party with the exception of the information, which: is or has become publicly available without any breach of the conditions of the present Agreement by the receiving Party; has been independently developed by the receiving Party;

7 is to be disclosed according to the peremptory requirements, provided in the legal acts of the Republic of Lithuania, however only to the extent it is necessary in order to comply with the requirements provided by the legal acts A Party hereto shall not, directly or indirectly, within or outside its organization, disclose the Confidential information to any third party without the written consent from the other Party and shall retain the confidence of the information, which it has received from the other Party when negotiating regarding conclusion of the present Agreement, executing the Agreement or implementing the provisions of the Agreement during the time period of validity of the Agreement and 3 (three) years after the expiry of the Agreement. XVII. FINAL PROVISIONS All the annexes to the present Agreement shall be held integral parts thereof. The provisions contained in the annexes shall be supplemented and amended according to the same procedure as those of the Agreement in case the Parties do not agree otherwise The present Agreement has been drawn in two copies of equal legal power in Lithuanian language. Each Party receives one copy of the Agreement The Parties state that they have read the Agreement, understood its contents and the consequences of non-execution or improper or non-timely execution of the Agreement. The Parties sign the present Agreement as the document, corresponding to their will and intentions. XVIII. LEGAL PROPERTIES AND SIGNATURES OF THE PARTIES TELEKOMAS AB Lietuvos Telekomas Savanoriu pr. 28, LT Tel.: No. (8 ~ 46) , Fax:(8 ~ 5) Registration No The VAT Payer s No. LT The Register of Legal Entities Acc. No. LT in AB SEB Vilniaus Bankas THE OPERATOR UAB Tel. No. (8 ~_), Fax: (8 ~_) Registration No. The VAT Payer s No. The Data on the Enterprise are Stored in Acc. No. in bank......

8 Annexes A GENERAL ANNEXES TO TELECOMMUNICATION NETWORKS INTERCONNECTION AGREEMENT Annex A1 CONTENT TELECOMMUNICATION NETWORKS INTERCONNECTION AGREEMENT... 1 ANNEXES A...8 GENERAL ANNEXES TO TELECOMMUNICATION NETWORKS INTERCONNECTION AGREEMENT. 8 ANNEX A1...8 CONTENT...8 ANNEX A DEFINITIONS...10 ANNEX A ACCOUNTING AND PAYMENTS...12 ANNEX A TECHNICAL CONDITIONS...15 Annex A NETWORKS INTERCONNECTION PRINCIPLES...15 Annex A NETWORKS INTERCONNECTION OPERATION...20 Annex A THE LIST OF TECHNICAL CONDITIONS (SPECIFICATIONS)...22 Annex A SPECIFIC FEATURES OF THE NETWORKS INTERCONNECTION BETWEEN TELEKOMAS AND THE OPERATOR...23 ANNEX A THE NETWORK INTERCONNECTION SERVICE PROVISION PRINCIPLES...24 ANNEX A CALLS TRAFFIC FORWARDING SERVICES PROVISION PRINCIPLES...25 ANNEX A THE AGREEMENT EXECUTION GUARANTEES OR THE PROCEDURE FOR SETTING THE AMOUNT OF THE ADVANCE PAYMENT FOR THE PURPOSE OF ENSURING OF EXECUTION OF THE AGREEMENT...26 ANNEX A THE LIST OF CONTACT PERSONS OF THE PARTIES...28 ANNEXES B...30 TELEKOMAS S ANNEXES TO TELECOMMUNICATION NETWORKS INTERCONNECTION AGREEMENT.30 ANNEX B NETWORK CONNECTION SERVICES, PROVIDED BY TELEKOMAS...30 ANNEX B THE CONDITIONS FOR PROVISION AND PRICES OF NETWORK CONNECTION SERVICES, PROVIDED BY TELEKOMAS...40 ANNEX B CALLS TRAFFIC FORWARDING SERVICES, PROVIDED BY TELEKOMAS...41 Annex B THE TELEKOMAS CALLS INITIATION AND TERMINATION SERVICE PRICES...42 ANNEX B THE NUMBERING IMPLEMENTATION SERVICES, PROVIDED BY TELEKOMAS...43 Annex B THE CONDITIONS FOR PROVISION OF TELEKOMAS NUMBERING IMPLEMENTATION SERVICES...44 ANNEX B SUPPLEMENTARY NETWORKS INTERCONNECTION SERVICES, PROVIDED BY TELEKOMAS...45 Annex B THE SERVICE 700 NUMBERS, PROVIDED BY TELEKOMAS...46

9 Annex B THE SERVICE 705 NUMBERS, PROVIDED BY TELEKOMAS...47 Annex B THE NATIONAL SERVICE 800 NUMBERS, PROVIDED BY TELEKOMAS...48 Annex B THE SERVICE 900 AND 909 NUMBERS, PROVIDED BY TELEKOMAS...49 Annex B TELEKOMAS TELEPHONE DIRECTORY SERVICE (NUMBER 118)...51 Annex B SPECIAL SERVICES (NUMBER 112)...52 Annex B TELEKOMAS SIGNALING SERVICES...53 Annex B TELEKOMAS SYNCHRONIZATION SERVICE...57 Annex B THE INDIVIDUAL OPERATOR SELECTION POSSIBILITY SERVICE...59 Annex B THE OPERATOR PRE-SELECTION POSSIBILITY SERVICE...60 Annex B THE PRICES OF THE OPERATOR SELECTION POSSIBILITY SERVICES...62 Annex B TELEPHONE NUMBER PORTABILITY SERVICE...63 ANNEXES C...65 THE OPERATOR S ANNEXES TO TELECOMMUNICATION NETWORKS INTERCONNECTION AGREEMENT...65

10 DEFINITIONS Annex A2 1. The words and their combinations, used in the Agreement, in case no other meaning is ascribed to them in the Agreement shall have the following meanings and be construed as follows: No. Concept (abbreviation) The meaning, used in the Agreement and the annexes thereof 1. 2Mbps inlet The exchange capacity, corresponding to 30 telephone communication channels 2. 2Mbps data communication flow for interconnection of telecommunication networks The physical connection from the networks interconnection point up to THE OPERATOR S network, necessary for interconnection of the networks 3. The accounting period The time period, during which the services were provided, for which an invoice is issued 4. CDR (call detail record) A standard record on the telephone call, issued by a telephone exchange 5. C7 signaling The No. 7 dedicated channel signaling system, defined by CCITT (ITU-T) 6. Geographical number Defined in the National Numbering Plan 7. Initiation The service, when one Party forwards Calls traffic from its Network termination point to the Networks interconnection point by using the operator selection code 10XX, legally used by the other Party, the latter being responsible for the further forwarding of the Calls traffic 8. National initiation The initiation from the Network termination point to the National networks interconnection point 9. National termination The termination from the National networks interconnection point to the Network termination point 10. Non-geographical number Defined in the valid National Numbering Plan 11. Undefined Calls traffic volumes The telephone Calls traffic volumes and the services regarding which no written agreement has been reached by and between the Parties and the Parties are not obliged to provide such service to each other by an official state institution 12. Service recipients The telecommunication operators, service providers, the subscribers of the Parties and other users of telecommunication services 13. Calls traffic Forwarding/receipt of information by a 2 Mbps data communication stream via voice channels and via the networks interconnection point 14. Calls traffic forwarding Initiation and termination services 15. Network connection services The services, granting THE OPERATOR the possibility to connect to the network of TELEKOMAS 16. Invoice A VAT invoice or another legal document for accounting of the services provided by an undertaking during the accounting period 17. The forwarding operator A Party or a Third operator, from whose network the Calls traffic is forwarded. The forwarding operator can also be the initiating operator 18. Call setup The connection and termination of the call path in the operators networks 19. Services provision interruption The event when the provision of service is interrupted or its technical parameters mitigate blow the foreseen in the Agreement due to event in the network of one of the Parties

11 20. A Party TELEKOMAS or THE OPERATOR 21. The debtor Party The Party in debt to the other for the provided services 22. The creditor Party The Party which has provided services to the other according to the Agreement 23. The Parties TELEKOMAS and THE OPERATOR 24. Termination The service, when one Party forwards the Calls traffic, forwarded by the other Party from the Networks interconnection point to its Network termination point 25. Terminating or receiving operator The operator, in whose network the Calls traffic is received and in whose termination point the Calls traffic is terminated 26. The network The part of infrastructure, supervised, managed and/or repaired by a Party, dedicated for transmission of data and voice information and provision of supplementary telecommunication services 27. Networks interconnection services All the services, provided by and between the Parties according to the Agreement 28. Networks interconnection point, interconnection point, National networks interconnection point, Local networks interconnection point Geographically defined point within the network of TELEKOMAS, in which THE OPERATOR is offered to interconnect the networks 29. Networks interconnection point capacity The telephone exchange access capacity, attributed in the networks interconnection point, measured by 2Mbps inlets and granting the possibility to transfer Calls traffic between the Parties 30. Network termination point The point of termination of the network according to the provisions of the Law on Electronic Communications or the law, superseding the Law on Electronic Communications 31. Transit signaling point (STP) The possibility for the other Party to forward and receive the C7 signaling messages with the Third operators, given by the means of additional technical measures at the interconnection point 32. Transit calls traffic The Calls traffic, initiated within the network of a Third operator and forwarded by transit via the network of one Party for termination inside the network of the other Party 33. A Third operator The operator, other than a Party to the Agreement 34. Content services Supplementary services, used for provision of information (i. e. the 800, 900, 118 numbers services) 35. Local initiation The initiation from the Network termination point up to the Local networks interconnection point 36. Local termination The termination from the Local networks interconnection point up to the Network termination point 2. Other concepts, used in the present Agreement shall be construed in correspondence to their definition in the legal acts of the Republic of Lithuania and the technical standards and other regulatory documents of the European Telecommunications Standardization Institute, in force on the date of signing of the Agreement.

12 ACCOUNTING AND PAYMENTS Annex A3 I. SETTLEMENT FOR THE SERVICES 1.1. The Parties shall pay for the services, provided under the Agreement according to the conditions, set in the present and other annexes to the Agreement The Parties shall issue invoices and execute payments as foreseen in the present Annex, irrespectively of any disputes or disagreements, existing between the Parties, related to or arising from the Agreement. II. THE ACCOUNTING AND PAYMENTS BETWEEN THE PARTIES SHALL BE EXECUTED ACCORDING TO THE FOLLOWING PROCEDURE 2.1. Submission of data; 2.2. Coordination of the data; 2.3. Issuance and presentation of invoices; 2.4. Payment. III. SUBMISSION AND COORDINATION OF DATA 3.1. Each month the Party, which has provided the services shall prepare the settlement data report for the services, provided within the accounting period (one calendar month) and present it to the other Party not later till the 10 th (tenth) calendar day of the following month The report shall be forwarded by electronic mail or fax to the responsible persons, appointed by the Parties The typical form of the settlement data report is presented in Annex 1 to the present Annex In case a Party, within the time period of 5 (five) business days after the expiry of the time period for forwarding of the report (see Paragraph 3.1 of the present Annex) fails to report the Party, which has provided the services in writing on any observed discrepancies of the data, the data shall be held agreed upon In case the Party, which has provided the service fails to submit the data, specified in Paragraph 3.1 of the present Annex, the data, provided by the other Party shall be used. The Party, failing to submit the data according to the procedure, established in Paragraph 3.1 of the present Annex shall notify the other Party on the issue in writing not later than within the time period of 5 (five) calendar days from the date of expiry of the accounting period and request the other Party to submit the data. The data shall be submitted not later than till the 10 th day of the calendar month following the last day of the accounting period. The service providing Party shall make each and every effort in order to submit the settlement data report according to the provisions, set in Paragraph 3.1 of the present Annex The Parties agree that no Calls traffic value discrepancies, lower or equal to 2 (two) per cent and the data, submitted by the non-service providing Party according to the Paragraph 3.5 of the present Annex shall be disputed. In this case the Parties shall hold the data agreed upon and the data shall be held the basis for issuance of invoices In case the difference of the Calls traffic value against the services is grater than 2 (two) per cent, at the request of the Party disputing the data, within the time period of 15 (fifteen) business days from the date of forwarding of the written notification on the discrepancies of the data the clarification of the data shall be completed according to the present procedure: The Party, disputing the data shall accompany the notification on the discrepancies of the data, to be submitted within the time period, set in Paragraph 3.4 of the present Annex with the report on the disputed data on the Calls traffic, in which the Calls traffic of the disputed period shall be divided by days (day of the month, number of calls, calls duration in minutes). The other Party, upon receiving the data from the disputer Party, shall, within the time period of 5 (five) business days submit its own Calls traffic data report After the days, in which the discrepancies of the Calls traffic data have been observed are identified the Calls traffic data of those days shall be verified against hours (hour, number of calls, duration in minutes) After the hours, in which the Calls traffic data discrepancies have been observed are identified, the Parties shall submit the CDRs in the mutually agreed data and file formats.

13 In case the verification of data is not completed within the time period, specified in paragraph 3.7 of the present Agreement and the Parties fail to agree upon the disputed data, the disputed data for the Calls traffic forwarded during the accounting period shall be held agreed upon for issuance of the invoice according to the data, submitted by the Party, which has provided the services and the Parties shall be entitled to complete the data verification procedure by negotiations and agree upon the disputed data by mutual agreement not later than till the date of completion of negotiations (see Article 14 of the Agreement). IV. ISSUANCE AND SUBMISSION OF INVOICES 4.1. Each month the Party, which has provided the services shall, not later than till the 10 th (tenth) calendar say of the month following the accounting period, submit to the other Party the invoice for the services, provided during the accounting period The invoice shall be issued in accordance with the data, specified in the settlement data report, submitted according to the paragraphs 3.1 and 5.5 of the present Annex In case, within the time period of 5 (five) days from the date of the expiry of the time period for forwarding of the invoice, described in Paragraph 4.1 of the present Annex the Party, which has forwarded the invoice does not receive the notification from the other Party on the non-receipt of the invoice the other Party shall be held to have received the invoice not later than on the day following the last date of the time period for forwarding the invoice to the other Party, specified in Paragraph 4.1 of the present Annex In case, prior to the expiry of the accounting period, the amount payable for the provided services becomes equal or exceeds 80 (eighty) percent of the Agreement execution guarantee, set according to the conditions of Annex A7 to the present Agreement for one month, TELEKOMAS shall be entitled to present an advance payment invoice to THE OPERATOR. The advance payment invoice shall be issued against the data of TELEKOMAS and shall be payable by THE OPERATOR within the time period, specified in the invoice. V. PAYMENTS 5.1. The services shall be paid for against the invoice, issued by the Party which has provided the services. In case both Parties provide services to each other according to the Agreement, the payment shall be executed by applying the offset method, i. e. the Party which acquired a greater payable amount during the accounting period shall pay the difference between the amounts of the invoices. The time period for payment of the difference (balance) of the amounts of invoices shall be 30 (thirty) calendar days from the date of issuance of the invoice by the creditor Party In case of disagreements between the Parties or during negotiations, the invoice shall be fully paid for according to the procedure, provided in the Agreement The Parties shall issue the credit or another document, regulated by the legislation of the Republic of Lithuania for the purpose of adjustment of the discrepancies, contained in the invoice, the amounts of which the Parties agree upon according to the procedures, foreseen in the Agreement or during the negotiations The settlements between the Parties shall be executed in Litas The debtor Party, at the request of the other Party shall pay the daily interest, amounting to 0.04 (four hundredths) of a percent off the amount of the loss, incurred by other Party for each day of delay of payment till the day on which the due amount is paid in full.

14 Annex 1 to Annex A3. The Form of Settlement Data Report Annex 1 to Annex A3 For the telecommunication services, provided in... of 200. Service provider... Service recipient (the payer)... The information on the provided Services Calls Price of Call setup The traffic settlement (LTL fee (LTL) amount, volumes per minute) LTL (min.) Name of service Time Number of calls Local initiation National initiation Local termination National termination Service 900 Signaling services. Total The VAT (18%) Total w. the 18% VAT Peak time Offpeak time Peak time Offpeak time Peak time Offpeak time Peak time Offpeak time The Report has been prepared by: The date of preparation of the Report

15 TECHNICAL CONDITIONS NETWORKS INTERCONNECTION PRINCIPLES Annex A4 Annex A.4.1 I. GENERAL PROVISIONS 1.1. THE OPERATOR shall connect to the Networks interconnection point/points. II. CALLS TRAFFIC FORWARDING PROCEDURE 2.1. The operator, forwarding the Calls traffic shall inform the other operator on its plans to forward the Calls traffic. The information shall be submitted prior to the interconnection of the telecommunication networks The Calls traffic distribution principles Each Party shall forward the Calls traffic volumes, foreseen in the present Agreement to the network of the other Party. The other Party shall be responsible for the further forwarding of the Calls traffic volumes. The Calls traffic shall be forwarded between the networks of the Parties according to the technical conditions (specifications), specified in Annex A The procedure of forwarding of the Calls traffic from the network of TELEKOMAS to that of THE OPERATOR TELEKOMAS shall forward the Calls traffic to the network of THE OPERATOR to the Geographical number series, allocated to THE OPERATOR and via the Local networks interconnection points of TELEKOMAS according to the Geographical number intervals, presented by THE OPERATOR at each Local networks interconnection point of THE OPERATOR. In case THE OPERATOR has got no in the given Geographical numbering zone, the Calls traffic shall be forwarded via the National networks of TELEKOMAS TELEKOMAS shall forward the Calls traffic to the Non-geographical number series of THE OPERATOR via the National networks TELEKOMAS shall forward the Transit calls traffic to the Geographical number series of THE OPERATOR to the network of THE POERATOR via the National networks interconnection points TELEKOMAS shall forward the Transit calls traffic to the Non-geographical number series of THE OPERATOR to the network of the OPERATOR via the National networks interconnection points In case of the operator pre-selection service, in case the selected network is that of THE OPERATOR, TELEKOMAS shall forward the Calls traffic to the network of THE OPERATOR via the National networks In case of Number portability service within the same Geographical zone, when a Geographical number, allocated to TELEKOMAS is transferred to THE OPERATOR, TELEKOMAS shall forward the Calls traffic, destined to that Geographical number to the network of THE OPERATOR by the method of direct forwarding via the National networks In case of Number portability service, in case a Non-geographical number, allocated to TELEKOMAS is transferred to THE OPERATOR, TELEKOMAS shall forward the Calls traffic, destined to that Non-geographical number by the method of direct forwarding to the network of THE OPERATOR via the National networks The procedure of forwarding of the Calls traffic from the network of THE OPERATOR to that of TELEKOMAS THE OPERATOR shall forward the Calls traffic from the Geographical numbers, allocated to THE OPERATOR to the Geographical number series, allocated to TELEKOMAS, to the network of TELEKOMAS via the Local networks of TELEKOMAS according to the Geographical number intervals, presented by TELEKOMAS at each Local networks interconnection point of TELEKOMAS. In case THE OPERATOR has got no in the given Geographical numbering zone, the Calls traffic shall be forwarded via the National networks interconnection points THE OPERATOR shall forward the Calls traffic from the Non-geographical numbers of THE OPERATOR to the Geographical number series of TELEKOMAS to the network of TELEKOMAS via the National networks THE OPERATOR shall forward the Calls traffic from the Geographical numbers of THE OPERATOR to the Non-geographical number series of TELEKOMAS via the National networks.

16 THE OPERATOR shall forward the Transit calls traffic to the Geographical number series of TELEKOMAS to the network of TELEKOMAS via the National Networks THE OPERATOR shall forward the Transit calls traffic to the Non-geographical number series of TELEKOMAS to the network of TELEKOMAS via the National networks interconnection points In case of operator pre-selection service, in case the selected network is that of TELEKOMAS, THE OPERATOR shall forward the Calls traffic to the network of TELEKOMAS via the National networks In case of Number portability service, in case the Geographical number, allocated to THE OPERATOR is transferred to TELEKOMAS, THE OPERATOR shall forward the Calls traffic, destined to that Geographical number by the method of direct forwarding to the network of TELEKOMAS via the National networks In case of Number portability service, in case the Non-geographical number, allocated to THE OPERATOR is transferred to TELEKOMAS, THE OPERATOR shall forward the Calls traffic, destined to that Non-geographical number by the method of direct forwarding to the network of TELEKOMAS via the National networks. III. FUNCTIONS OF THE INTERCONNECTION POINT 3.1. The functions of the interconnection point shall comply with the technical conditions (specifications), presented in Annex A.4.3. THE OPERATOR shall ensure that the signaling in its network is fully compliant with the requirements, presented in the documents, TR-SW-203 and TR-SW-205, according to the procedure, specified in Annex B1 for each networks interconnection point. IV. NETWORKS INTERCONNECTION INTERFACES 4.1. The networks of TELEKOMAS and THE OPERATOR shall be interconnected in the networks interconnection point by wholesale data communication streams, dimensioned for interconnection and corresponding to technical requirements, presented in Annex A4.3. Technical Requirements for 2Mbps Transmission Network Interface and the ITU-T recommendations G.703 and G The minimum transmission capacity of any data communication stream, used for interconnection of networks shall be 2Mbps according to the ITU-T Recommendation G TELEKOMAS shall provide the necessary number of inlets at the networks interconnection point for connection with the network of THE OPERATOR. The Parties shall agree on the provision of additional inlets separately Both Parties shall be entitled to check the networks interconnection interfaces and the new and already provided services in order to ensure the correct interoperability of the networks. A Party, not later than within the time period of 3 (three) business days from the date of receipt of the written request from the other Party to do so, shall present the information on the initial of the necessary examination. After the service quality problem is identified, the Parties shall exchange the available information, related to the problem in order to have it eliminated as soon as practicable In order to reach the highest quality of the telecommunication networks and services possible, the Parties shall cooperate and adopt the main principles regarding the standards, technologies and methods, corresponding to the Lithuanian and the ETSI standards and the requirements, provided by the ITU-T recommendations The new interfaces, interconnecting the networks shall be tested according to the procedure, set in the ITU-T Recommendation M. 2110, by applying the M.2100 (for PDH) and M (for SDH). Both following two methods can be applied for testing - ISM In Service-Monitoring and OOS Out Of Service The procedures for detecting and identification of faults and damages of the 2Mbps flows, used for interconnection of the telecommunication networks shall be based by the ITU-T recommendations M.2120 and M V. SINALING NETWORK 5.1. Signaling network configuration The C7 signaling, i. e. the signaling via the STP shall be used between the networks of TELEKOMAS and THE OPERATOR. Usually two STP are used in each network, which STPs are interconnected as shown in Figure 1.

17 Figure STP can be separate or integrated with the Calls traffic forwarding exchanges. In case THE OPERATOR has got only one exchange, the signaling network shall be formed in the manner, presented in Figure 2. In this case THE OPERATOR shall ensure equal distribution of signaling flows between the STPs of TELEKOMAS(50/50). Figure The first channel of the 2Mbps data transmission stream, connecting the telecommunication networks is used for signaling. In case of absence of the technical feasibilities to use the first channel, the sixteenth channel of the 2Mbps data transmission stream, connecting the telecommunication networks can be used. Other channels shall be used for transmission of the Calls traffic. The network indicator value 2 (NI=2) shall be used for inter-network signaling The STPs of the TELEKOMAS network, shown in figures 1 and 2 shall be allocated to THE OPERATOR at the National networks, shown in Annex B Signaling network interfaces Each Party shall be responsible for covering of all the expenses on the side of its signal transmission point Special conditions In case a Party wishes to change the aforementioned signaling network arrangement principles and rules, the Parties can sign separate agreements in this regard. The Party, wishing the change shall cover the expenses, incurred by the other Party due to such change. The agreed stipulations shall be consolidated by an annex to the present Annex.