INTERCONNECTION  AGREEMENT

between

TELKOM SA LIMITED

and

MOBILE TELEPHONE NETWORKS (PROPRIETARY) LIMITED

TABLE OF CONTENTS

Clauses

1. Parties

2. Interpretation

3. 

    Introduction

PART 1: INTERCONNECTION OF THE TELECOMMUNICATIONS NETWORKS

4. Interconnection

5. Charges and payments

5. 1 Introduction

5. 2     National Calls

5. 3     International Calls

5. 4     Other Services

5. 5     Payment and calculation

5. 6     Review of interconnect fees

6.        Billing procedures

PART II: FIXED LINKS

7.        Exclusivity

8.        Quotation procedure

9. 

           Installation times

10.        Prices and pricing structure

11. 

    Cancellation of orders prior to the

     provision of service and duration links

PART III: GENERAL

12.     Protection of the PSTN

13.   Protection of the PLMN

14.     Safety

15.     Fault Reporting and Resolution

16.   

  Testing

2.

INTERCONNECTION AGREEMENT

1.     Parties

1. 

The Parties to this Agreement are -

1. 1. 

Telkom SA Limited; and

1. 1. 

Mobile Telephone Networks (Proprietary) Limited.

1. 

The Parties agree as set out below.

2.    Interpretation

2. 1

In this Agreement, unless inconsistent with or otherwise indicated by the

context, the following words shall have the meanings ascribed to them

below -

2. 1. 1

"Accounting Period"

a period of 1 calendar month,

terminating as close as is practicable to

23h59 on the last Business Day of each

calendar month, the first such

Accounting Period commencing, unless

otherwise agreed between the Parties in

writing, on 1 April 1994;

2. 1. 

"Agreement"

the/this Agreement together with all

appendices, annexures and schedules

attached to it;

2. 1. 

"Base Station"

a base station radio as defined within

the terms of the GSM recommendations;

2. 1. 13

2. 1. 14

2. 1. 14. 1

approved by the Postmaster General in

response to such request;

"Community Service Call"                a Call originating on a Community

Service Telephone;

"Community Service

Telephone"

Terminal Equipment:

which is registered as such by MTN

in its own records;

2. 1. 14. 

which is made available to the

general public for the provision of the

Service, and to this end is freely

accessible;

2. 1. 14. 3

2. 1. 14. 

which is located in an Under-Serviced

Area or in a Community Centre; and

the use of which is provided at tariffs

which include a community service

telephone tariff in terms of the

Licence;

2. 1. 

"Confidential Information"

all information, know-how, ideas,

concepts, technology, manufacturing

processes, industrial, marketing and

commercial knowledge of a confidential

nature (whether intangible or in tangible

form) relating to or developed in

connection with or in support of the

business of Telkom or MTN, as the case

may be, including the terms and

conditions of this Agreement and any

matter concerned with or arising out of

this Agreement, excluding information

4.

which is or comes into the public

domain other than pursuant to a breach

of this Agreement by a Party to this

Agreement;

2. 1. 16

2. 1. 16.

 1

"Customer of MTN"

any person who -

has indicated a willingness in writing

with MTN to receive the Service by

means of the Licensed Lines on

MTN's terms and conditions lodged

in accordance with the Licence, or

has either written or otherwise

entered into and is not in breach of

such a contract; or

2. 1. 16. 2

2. 1.17 

Distribution Frame"

is a customer of a Service Provider;

a distribution frame which provides

terminations for transmission systems

between the Telecommunications

Networks;

2. 1. 18

2. 1.19 

"Effective Date"

the date specified in clause 24;

"Emergency Organisation" 	        in respect of any locality, the relevant

governmental South African and traffic

police, fire, ambulance and the National

Sea Rescue Institute;

2. 1.20 

"ETSI"

the European Telecommunications

Standards Institute;

2. 1.21 

"Fixed Link"

a Telecommunications Line connecting

two points neither of which is Terminal

Equipment;

5.

2. 1.22 

"GSM"

Global System for Mobile

Communications as defined in the ETSI

structure of technical specifications from

time to time and operating in the 900

MHz frequency band;

2. 1.23 

"Interconnect Fees"

the fees payable by the Parties to one

another in terms of Part I of this

Agreement;

2. 1.24 

"Interconnection"

the interconnection of the Telecommuni-

cations Networks as provided for in this

Agreement;

2. 1.25 

"International Call"

a Call, excluding a TBVC Call, which

originates from or terminates on a

telecommunications system operated

outside the Territory;

2. 1.26 

"ITU-T"

the Telecommunications Standard-

isation sector of the International

Telecommunications Union;

2. 1.27

"Leased Line"

a dedicated point-to-point circuit,

complying with CCITT recommenda-

tions and leased by MTN for the

purpose of conveying telecom-

munications traffic;

2. 1.28 

"Licence"

the National Cellular Telecommuni-

cations Licence granted by the

Postmaster General to MTN on

30 September 1993 in terms of the Post

Office Act to establish and operate the

PLMN in the Territory and any renewal

or amendment thereof;

6.

7.

2. 1.29 

"Licensed Line"

2. 1.30 

"Link Charge"

a Telecommunications Line or any part

thereof which MTN is authorised to

construct, maintain and use in terms of

 the Licence;

any amount payable by MTN to Telkom

in terms of Part II of this Agreement in

consideration for the use by MTN of a

COFL;

2. 1. 31

"Manually Switched Call"

2. 1.32

"Message"

2.1.33 

"the MOU"

any Call which is established via

Telkom's National Manual Service

Centre or International Manual Service

Centre, as the case may be, these terms

being defined in 3. 3 of Appendix 2;

any sound, signal, sign or image sent,

or to be sent, for conveyance by means

of a Telecommunications Line;

the memorandum of understanding

between the Parties and Vodacom

dated 10 December 1993 together with

the addendum thereto dated

13 January 1994;

2. 1.34 

"MSC"

a mobile switching centre within the

meaning of the GSM recommendations;

2. 1.35 

"MTN"

Mobile Telephone Networks (Proprie-

tary) Limited, a private company incor-

porated in the Republic of South Africa

with registration number 93/01436/07

and having its principal place of

business at Pin Mill Farm, Katherine

Street, Sandton;

2. 1. 36 

National call 		         a call which originates from a

telecommunications system located in

the Territory and terminates on a

telecommunications system located in

the Territory;

2. 1. 37 

"Number"  		           any alpha-numerical identifier of any

customer, Terminal Equipment or

component of the Service;

2. 1. 38               "the Parties" 		                     each of the Parties to this Agreement;

2. 1. 39 

"PLMN" 			           the public land mobile network to be

established and operated by MTN in

terms of the Licence;

2. 1. 40 

"Point of Interconnection/                     the PSTN Switch at which and by means

POL" 			          of which Messages from the

Telecommunications Network operated

by either MTN or Telkom, as the case

may be, are handed over and carried

from the Telecommunications Network

of MTN or Telkom, as the case may be,

to the Telecommunications Network of

the other of MTN or Telkom;

2. 1. 41 

"the Postmaster General" 	           the Postmaster General of the Territory

as defined in the Post Office Act;

2. 1. 42 

"Post Office Act" 	                           the Post Office Act, 44 of 1958, as

amended;

2. 1. 43 

"PSTN" 			           the public switched telephone network

operated by Telkom now and in the

future in the Territory;

2. 1. 44 

"Rand or R" 		            the lawful currency of the Territory;

8.

2. 1. 

"the Service"

 a service consisting of -

2.1.45.1

2.1.45.2

2.1.45.3 

2.1.45.4

2.1.46

2.1.47. 

2.1.48

"Signing Date"

"Switch"

the provision of any Licensed Line; or

the conveyance of any Message by

means of a Licensed Line or Leased

Line; or

the provision of any directory, voice

mail, GSM bearer, tele- and

supplementary services, or

information service provided by those

means; or

the access to any Emergency

Organisation by those means,

together with any billing, data

processing and other operation which is

necessary to provide that Service by

MTN, whether or not MTN charges a

separate fee for it;

any person who is in the business of

providing the Service to an end-user of

such Service, and who has a contract

with MTN for such purposes;

the date on which this Agreement is

signed by the Party signing last in time;

a point in the PSTN or PLMN, as the

case may be, at which Messages are

switched from one Telecommunications

Network to the other or capable of being

switched;

2.1.49 

"TBVC Calls"

Calls to and from the telecommuni-

cations systems operated, as at the

Signing Date, in the TBVC States or any

of them;

2.1.50 

"TBVC States"

Transkei, Bophuthatswana, Venda and

Ciskei, as constituted on the Signing

Date;

2.1.51

"Telecommunications

Network"

the PLMN or the PSTN, or both of them,

as the context requires;

2.1.52 

"Telecommunications Line"              bears the meaning ascribed to it in the

Post Office Act;

2.1.53 

"Telkom"

Telkom SA Limited, a public company

duly incorporated in the Republic of

South Africa with registration number

91/05476/06 and with its registered

office at Telkom Towers North,

152 Proes Street, Pretoria;

2.1.54 

"Terminal Equipment"

a GSM terminal, including a Community

Service Telephone, connected via a

GSM radio link, which may be used by

an end-user to send and/or receive

Messages which are to be or have been

conveyed by means of the PLMN, all of

which are duly licensed by the

Postmaster General;

2.1.55 

"Territory"

the geographical area of the Republic of

South Africa, as constituted from time to

time;

10.

2.1.56

Third Party Line"

a Telecommunications Line not

operated by Telkom, Vodacom or MTN;

2.1.57

"Underserviced Area"

a city, town, township, shanty town,

location, village or human settlement or

any part thereof as prescribed by the

Postmaster General in writing from time

to time in terms of the Licence;

2.1.58

"Vodacom"

Vodacom Group (Proprietary) Limited, a

private company duly incorporated in

the Republic of South Africa with

registration number 93/03367/07 and

with its registered office at Pier Place,

Heerengracht Street, Foreshore, Cape

Town;

2.1.59

"Year"

a period of 12 calendar months, the first

such period commencing on the

Commercial Date.

2.2

If any definition contains a substantive provision conferring rights or

imposing obligations on a Party, effect shall be given to it as if it were a

substantive provision in the body of this Agreement, notwithstanding that

it is only in the definition clause.

2.3

The clause headings in this Agreement have been inserted for

convenience only and shall not be taken into account in its interpretation.

2.4

2.5

Words and expressions defined in any sub-clause shall, for the purposes

of the clause of which that sub-clause forms part, bear the meaning

assigned to such words and expressions in that sub-clause.

This Agreement shall be governed by and construed and interpreted in

accordance with the laws of the Republic of South Africa.

11.

2.6 

In the event of a conflict between the provisions of the appendices

comprising this Agreement and the main body of this Agreement, the

provisions of the main body of this Agreement will prevail.

3.     Introduction

3.1 	      MTN has been licensed to establish and operate the PLMN in the Territory.

3.2 

Vodacom has been licensed to operate a public land mobile network in

the Territory.

3.3 	      Telkom is the operator of the PSTN.

3.4 

The Parties are required, in terms of the Licence, to use their best

endeavours to enter into an agreement with one another, on or before the

date specified in the Licence, for the purposes of ensuring that any

Message originating on:

3.4.1 

the PSTN may, if so required, be conveyed to its intended destination

by means of a Licensed Line; and

3.4.2 

the PLMN may, if so required, be conveyed to its intended destination

by means of the PSTN.

3.5 

The Parties wish to record the terms and conditions of their agreement in

relation to the matters contemplated in 3. 4 above and matters ancillary

thereto.

PART 1: INTERCONNECTION OF THE TELECOMMUNICATIONS NETWORKS

4. Interconnection

4.1 

MTN shall connect and keep connected its PLMN to the PSTN and

Telkom shall connect and keep connected the PSTN to the PLMN in

accordance with the provisions of this Agreement, so that Messages may

be conveyed to and from each such Telecommunications Network.

12.

4.2 

Each Fixed Link between a Point of Interconnection and an MSC including

the installation and maintenance of telecommunications apparatus up to

but not including the Distribution Frame at each MTN Switch shall, subject

to the provisions of 7, 8 and 9, be provided by Telkom; provided that all

such Fixed Links shall, for the purposes of this Agreement, but subject to

the proviso contained in 14. 1, be deemed to form a part of and be

comprised in the PLMN.

4.3 

The Parties shall establish Interconnection to at least one Point of

Interconnection for testing purposes at the place indicated as such in

Appendix 1 by no later than the Signing Date.

4.4 

The Parties shall each take whatever steps are necessary to establish

Interconnection at the Points of Interconnection on the dates and at the

places specified in Appendix 1.

4.5 

Each of the Parties undertakes that the Points of Interconnection provided

for in this clause 4 shall be operated and maintained by the Parties in

accordance with the operation and maintenance procedures set out in

Appendix 3.

4.6 

Each Party warrants to the other that the fulfilment of such Party's

obligations in terms of this clause 4 shall be in accordance with the

technical standards, specifications and procedures more fully set out in

Appendix 2.

4.7 

Telkom shall, at no cost whatsoever to MTN, make such modifications or

alterations to the PSTN, as may be necessary to procure the

interconnection of the Telecommunications Networks in accordance with

the provisions of this clause 4 by no later than 1 March 1994, subject to

Telkom obtaining ministerial approval for the tariffs applicable to Calls

originating on the PSTN and destined for the PLMN.

4.8 

Telkom shall, at its own cost and expense, provide, maintain and be

responsible in all respects, for whatever apparatus and equipment is

necessary to ensure the conveyance of Calls between the PSTN and the

13.

initial Points of Interconnection indicated in Appendix 1 and any future

Points of Interconnection established pursuant to the provisions of 4. 13.

4.9 

MTN undertakes to Telkom that it shall, at its own cost and expense,

provide, maintain and be responsible in all respects for whatever

apparatus and equipment, excluding Leased Lines, is necessary to

procure the conveyance of Calls between the PLMN and the initial Points

of Interconnection indicated in Appendix 1 and any future Points of

Interconnection established by the Parties, or either of them, pursuant to

4. 13.

4.10 

Each Party shall, by means of its own Telecommunications Network,

convey Calls originating on its Telecommunications Network and destined

for the other Party's Telecommunications Network to the Points of

Interconnection specified in Appendix 1 and any additional Points of

Interconnection established pursuant to the provisions of 4. 13 and shall

convey Calls originating on the other Party's Telecommunications

Network and destined for its own Telecommunications Network from such

Points of Interconnection to the telecommunications apparatus by means

of which such Calls are to be received or to any other telecommunications

equipment or facility which provides an automatic response if connection

cannot be effected to such telecommunications apparatus. In addition,

Telkom shall also convey on the PSTN to or from such Points of

Interconnection, as the case may be:

4.10.1 

Calls originating on the PLMN and destined for any Third Party Line;

or

4.10.2 

Calls originating from any Third Party Line and destined for the PLMN;

or

4.10.3 

Calls between the PLMN and any other public land mobile network if

such Calls are routed to the PSTN by MTN or the operator of any such

public land mobile network; provided that at least 10 days written

notification shall be given by MTN to Telkom in respect of each

additional Point of Interconnection established in accordance with the

14.

provisions of 4. 13, should MTN require such facility to be available at

such additional Point of Interconnection.

4.11 

Should either Party wish to change the configuration at a Point of

Interconnection by changing the capacity available at such Point of

Interconnection or terminating the use thereof, it shall give to the other

Party notice in writing of such intention setting out in detail the proposals

and reasons for the proposed change. Both Parties shall use their best

endeavours to reach agreement in writing on the terms and conditions

applicable to such change of capacity, or the augmentation of capacity at

other existing Points of Interconnection, if required.

4.12 

Upon receipt of a written order from MTN in accordance with the

procedures set out in 8 and 9, Telkom shall provide, within the time

periods and subject to the terms and conditions set out therein, additional

capacity and circuits at the Points of Interconnection specified in

Appendix 1 and any additional Points of Interconnection established

pursuant to 4. 13.

4.13

     Should MTN wish to procure the establishment of Points of

Interconnection in addition to those provided for in Appendix 1. MTN shall

    give Telkom at least 90 days notice in writing of its requirements in this

regard, whereupon the Parties will promptly meet and use their best

endeavours to reach agreement in writing on the terms and conditions

upon which Telkom will provide such additional Points of Interconnection;

provided that Telkom will be obliged, at its own cost and expense, to

make whatever modifications and adjustments to the PSTN as may be

necessary to procure the Interconnection of the Telecommunications

Networks at any such additional Points of Interconnection.

4. 14 

Neither Party shall make nor permit to be made any alteration, adjustment

or addition to:

4. 14. 1

4. 14. 2

the Points of Interconnection specified in Appendix 1: or

any additional Points of Interconnection established pursuant to 4. 13;

or

15.

4. 14.3

any element of its Telecommunications Network,

in such a way as adversely to affect or impair the operation of the

Telecommunications Network of the other Party or so as to otherwise

adversely affect or impair the conveyance of Messages pursuant to the

Interconnection of their respective Telecommunications Networks.

Without in any way limiting the generality of the aforegoing provisions of

this clause 4. 14, each Party undertakes to take whatever steps are

reasonably necessary to minimise service failures and congestion and

signalling disturbances which would affect the ability of the other Party to

convey Calls across its Telecommunications Network.

If the Interconnection between the Telecommunications Networks is

interrupted for any reason whatsoever, the Party within whose

Telecommunications. Network such interruption arose shall at its own cost

and expense, procure a restoration of Service as soon as is reasonably

practicable, in accordance with the service levels specified in Appendix 1

and in accordance with the operation and maintenance procedures set

out in Appendix 3.

Where a Party intends to modify its Telecommunications Network or any

apparatus or equipment comprising such Telecommunications Network or

any stored commands or protocol pertaining to such Telecommunications

Network then, to the extent that such modification may reasonably be

expected to have the effect of requiring the other Party:

to modify the Telecommunications Network operated by such other

Party; or

to replace or cease to produce or supply any item of

telecommunications equipment pertaining to Interconnection and

produced or supplied by or to such other Party immediately prior to

the intended modification,

the Party proposing such modification shall provide notice in writing to

such other Party detailing the proposed modification. The Party

proposing to modify its Telecommunications Network shall, on request of

4. 15

4. 16

4. 16. 1

4. 16. 

2

16.

the other Party, consult with such other Party and provide all reasonable

co-operation and assistance to facilitate such modification.

4. 17 

If a Party reasonably believes the other Party to be in breach of any of its

obligations in terms of this Clause 4, such Party shall be entitled to

require the other Party, from time to time, upon at least 20 Business Days

written notice to such other Party, to provide it with whatever information

and material may reasonably be necessary to enable it to satisfy itself that

such other Party is not in breach of any of its obligations in terms of this

clause 4; provided that:

4. 17. 1 

such process will not interfere with the conduct of such other Party's

business or the provision of services to customers of such other

Party; and

4.17.2

such notice shall specify the nature of the breach alleged.

4.18

Each Party shall pay, and shall be responsible for, all costs and expenses

incurred by it in fulfilling its Interconnection obligations in terms of this

clause 4.

5.      Charges and payments

5. 1                Introduction

5.1.1

In consideration for:

5.1.1.1 

the Interconnection of their respective Telecommunications

Networks; and

5. 1. 1. 2 		   the conveyance of Calls on the PLMN destined for the PSTN; or

5. 1. 1. 3 

		   the conveyance on the PSTN of Calls destined for the PLMN; or	

5. 1. 1. 4 

the conveyance on the PSTN of Calls from the PLMN destined for

any Third Party Line; or

17.

.

.

.

5.1 1 5 

the conveyance on the PSTN of Calls from any Third Party Line

destined for the PLMN; or

5.1.1.6 

the conveyance on the PSTN of calls from the PLMN destined for

a public land mobile network pursuant to 4. 10. 3; or

5.1.1.7 

the conveyance on the PSTN of Calls from a public land mobile

network destined for the PLMN pursuant to 4. 10. 3,

as the case may be, the Parties shall pay to one another the

Interconnect Fees provided for in this Clause 5.

5.1.2 

Interconnect Fees payable by the Parties to one another in respect of

all Calls will be calculated in accordance with the provisions of this

clause 5, on a per second basis, save for those Manually Switched

Calls referred to in 5. 2. 4 for which Interconnect Fees will be calculated

on a per minute basis.

5.1.3 	              The Parties agree that:

5.1.3.1 

no Interconnect Fees shall be levied by any Party in respect of

Calls made to:

5.1.3.1.1

 	an invalid, defective or non-existent Number; and

5.1.3.1.2 			 a called station which is already engaged;

5.1.3.2 

	 	      the measuring of:

5.1.3.2.1 

a Call's duration, excluding the duration of a Manually

Switched Call, shall commence when the tele-

communications equipment by which such Call is to be

received or the telecommunications equipment or any other

facility which provides an automatic response if connection

cannot be effected to such telecommunications equipment,

generates an answer signal across the relevant Point of

Interconnection;

18.

Where

B = 	the applicable per minute interconnect rate for a particular

rate group as specified in Part A of Appendix 6: and

C = 	the maximum applicable public rate charged during such

Accounting Period by Telkom to its customers for Calls

made to the PLMN from within the Territory, for the rate

group referred to in B, expressed as a rate per minute, less

any discounts granted by Telkom to any such customers for

a period in excess of 1 calendar month and which applied

for at least 2 weeks during such Accounting Period; and

W = 	is the total weighted average of all rates published by MTN

for Calls made from the PLMN, (excluding Community

Service Calls) during any particular rate group referred to in B

in terms of the Licence during each Accounting Period,

calculated as follows:

(i) 

for each separate Tariff Plan operated by MTN, the weighted

average rate charged by MTN per minute per Call for all distance

bands operated by MTN will be calculated in respect of such

Tariff Plan for each particular rate group as published by MTN;

and

(ii) 

utilising the weighted average for each separate Tariff Plan as

calculated in i), the weighted average rate (i. e W) charged by

MTN per minute per Call for all Tariff Plans operated by MTN will

be calculated for each particular rate group, as published by MTN.

For the purposes of this 5. 2. 3, "Tariff Plan" shall mean a set of tariffs

applicable to a particular customer group, excluding Community

Service Calls.

21.

5.2.3 		Telkom Weighted Average

5.2.3.1 

In view of the fact that Telkom's tariffs are Ministerially approved

with the effect that unbalanced tariffs are charged to cross

subsidise residential low-calling rate customers, the Parties

therefore agree that subject to the provisions of 5. 2. 3. 6 below,

and with effect from the Commercial Date, MTN undertakes to

Telkom that its published rate lodged from time to time with the

Postmaster General for any National Call/excluding a Community

Service Call originating on the PLMN (where the destination of

such Call is more than a radial distance of 400 km from the point

of origin of the Call) will not, between the hours of 07hOO and

18hOO from Mondays to Fridays, be less than the weighted

average of the published rates charged by Telkom per minute, in

respect of Calls originating on the PSTN and terminating on the

PSTN more than a radial distance of 400km from the point of

origin of such Call. For the purposes of this clause 5. 2. 3, "point

of origin" means the base station upon which a Call from the

PLMN originates.

5.2.3.2 

The weighted average referred to in 5. 2. 3. 1 shall be calculated by

using the rates published by Telkom, weighted as to the duration

of the telecommunications traffic in all distance bands for radial

distances over 400 kms for Calls which originate on the PSTN

and terminate on the PSTN.

5.2.3.3 

For the purposes of this clause 5.2.3, the initial weighted average

of Telkom's published rate will be calculated by the Parties and

Vodacom using:

5.2.3.3.1 

the then currently applicable rates published by Telkom for

the Calls referred to in 5.2.3.1; and

5.2.3.3.2 

the average duration in minutes of such Calls made on the

PSTN for the preceding 12 months, using Telkom's most

recently available 12 month figures.

5.2.3.4 

The weighted average used in 5.2.3.1 will only be recalculated

once Telkom publishes rates which replace the published rates

22.

used in 5.2.3.3 despite the fact that the duration of Calls referred

to in 5.2.3.3.2 may change from time to time. As soon as Telkom

issues new published rates, the Parties and Vodacom shall

forthwith calculate the new weighted average utilising the new

published rates and the most up to date 12 month average

duration of Calls originating and terminating on the PSTN over

radial distances of more than 400kms.

5.2.3.5 

Should there be any dispute between the Parties and Vodacom

as to the weighted average calculated in 5.2.3.2 and 5.2.3.3

above, such dispute shall be referred for determination to an

independent statistician of at least 7 years standing (acting as an

expert and not as an arbitrator) agreed to by the Parties and

Vodacom or, failing agreement between the Parties and

Vodacom within 7 days, by the President, at the time, of the

South African Institute of Statisticians whose determination shall

be final and binding on the Parties.

5.2.3.6 

The whole of this clause 5 is subject to the suspensive condition

that the Parties obtain a written exemption in terms of the

Maintenance and Promotion of Competition Act, 96 of 1979 ("the

Act") from the responsible Minister, via an application to this

effect brought by the Postmaster General on behalf of the Parties,

by no later than the Effective Date or such later date as may be

agreed to between the Parties in writing, that the provisions of

this Clause 5. 2. 3 do not infringe any provisions of the Act, or any

ruling or regulation issued by the Competition Board in terms of

that Act.

5.2.3.7 

If at any time during the term of this Agreement the exemption (if

any) granted by the Competition Board pursuant to the

provisions of 5.2.3.6 above is revoked or ceases, for any reason

whatsoever, to be of force and effect, the Parties undertake to

meet with one another promptly with a view to amending the

provisions of the whole of clause 5 in writing; on the basis that the

Parties record that nothing contained in this clause 5.2.3.7 will be

construed as precluding either Party from approaching the

Postmaster General to make a determination concerning an

23.

amendment to the provisions of the whole of this clause 5 upon

the happening of the event contemplated in this clause 5. 2. 3. 7.

5. 2. 4 

National Manually Switched Calls originating on PSTN

In consideration for the conveyance on the PLMN of any National Call

which is a Manually Switched Call originating on the PSTN, Telkom

shall pay to MTN, for each rate group specified in Part A of

Appendix 6 an amount calculated in accordance with the following

formula:

Z = 	DxE

Where:

Z = 	the amount in Rand to be paid to MTN by Telkom for such

rate group in respect of a particular Accounting Period; and

D = 	the total duration in minutes of all Calls referred to in this

clause 5. 2. 4 for such rate group in respect of such

Accounting Period; and

E  = 	has the meaning ascribed to it in the formula contained in

5. 2. 2.

5.2.5 	               Discounts

5. 2. 5. 1 

Telkom hereby grants to MTN the following discounts on the

amounts payable by MTN to Telkom in respect of the National

Calls referred to in 5. 2. 1:

5. 2. 5. 1. 1 

for National Calls (excluding Community Service Calls) a

discount determined in accordance with part B of

Appendix 6; and

5. 2. 5. 1. 2 		       for Community Service Calls, a discount of 25%.

24.

5. 2. 5. 2

5. 2. 5.3

The applicable discount rate contemplated in 5.2.5.1.1 shall be

determined by reference to the total annual amount payable by

MTN to Telkom in any 12 month period during the term of this

Agreement in respect of all National, International, TBVC, and

Community Service Calls, notwithstanding the fact that such

discount is only granted by Telkom on the amounts payable by

MTN in respect of the National Calls referred to in 5.2.1, ie. Calls

which originate on the PLMN and are conveyed on the PSTN.

The amount of the discount to be granted to MTN by Telkom in

terms of 5.2.5.1.1 shall be calculated by the Parties and granted

by Telkom to MTN on the following basis -

5. 2. 5. 3.1

in respect of the 6 month period immediately following the

Commercial Date, MTN shall pay to Telkom the full amount

provided for in 5. 2. 1, in consideration for conveyance of the

Calls provided for therein, as if no discount were applicable;

and

5. 2. 5. 3.2

in respect of the 6 month period immediately following the

period contemplated in 5.2.5.3.1 -

5. 2. 5. 3. 2.1

MTN shall, on or before the last Business Day of the

period referred to in 5.2.5.3.1 furnish Telkom with a

written estimate (which estimate shall be supported by

the written report of an independent actuary) of the total

amount in Rand which MTN expects to pay to Telkom in

consideration for the conveyance by Telkom on the

PSTN of National, International, TBVC and Community

Service Calls during the 6 month period contemplated in

5.2.5.3.1 and the 6 month period referred to in this

clause 5.2.5.3.2. It is recorded that the estimate referred

to in this clause 5.2.5.3.2.1 is based on the total number of

     such seconds actually made in the period referred to in

5.2.5.3.1 and on the total number of such Seconds which

MTN expects will be made in the period contemplated in

this clause 5.2.5.3.2; and

25.

5. 2. 6. 1 

the actuary referred to in 5. 2. 5. 3. 2. 1 and 5. 2. 5. 3. 3 shall be an

independent actuary nominated by Telkom in respect of whose

identity MTN has consented; such consent not to be

unreasonably withheld; and

5. 2. 6. 2 

MTN will bear the costs of acquiring the actuarial reports

contemplated in 5. 2. 5. 3. 2. 1 and 5. 2. 5. 3. 3.

5. 2. 7 

The Parties agree that once MTN has reached the maximum discount rate

referred to in Part B of Appendix 6. the written estimates referred to in 5. 2. 5. 3. 2. 1 

and 5. 2. 5. 3. 3 need not be supported by an actuarial report

unless Telkom deems it necessary.

5. 3 

	       International Calls

5. 3. 1 

International Calls originating on the PLMN

In consideration for the conveyance on the PSTN by Telkom of any

International Call, including any Manually Switched Call which is an

International Call, originating on the PLMN, MTN shall pay to Telkom,

for each international destination and rate group, an amount

calculated in accordance with the following formula:

W = 	F x G

60

Where

W = 	the amount in Rand to be paid to Telkom by MTN for a

particular international destination and rate group in respect

of a particular Accounting Period; and

F = 	the total duration in seconds of all Calls referred to in this

clause 5. 3. 1 and made to such international destination

during such rate group in respect of such Accounting Period;

and

G = 	the applicable per minute interconnect rate determined in

accordance with the formula set out in Part C of Appendix 6.

27.

5. 3. 2 

International Calls destined for the PLMN

In consideration for the conveyance of any International Call destined

for the PLMN, Telkom shall pay to MTN an amount calculated in

accordance with the following formula:

V = 	H x K

60

Where:

V = 	the amount in Rand to be paid to MTN by Telkom in a

particular Accounting Period; and

H = 	the total duration in seconds of all Calls referred to in this

clause 5. 3. 2 in respect of such Accounting Period; and

K = 	the applicable amount determined with reference to Part D of

Appendix 6.

5. 4 	Other Services

5. 4. 1 

No Interconnect Fees shall be levied by either Party against the other

in respect of:

5. 4. 1. 1 

Calls made to Emergency Organisations which may be accessed

by dialling the Number 112, the Number 107, the Number 10111

or the Number 10177; or

5. 4. 1. 2 

Calls routed to Emergency Organisations via centres nominated

in writing by MTN to receive such Calls and agreed to in writing

by Telkom, such agreement not to be unreasonably withheld,

prior to the establishment of reporting centres (as contemplated

in the National Emergency Telephone Service Act, 143 of 1993)

which may be accessed by dialling the Number 107 or the

Number 112; or

28.

5. 4. 1. 3 

so called "Toll-Free 080 Calls", originating on the PLMN and

destined for the PSTN.

5. 4. 2 		For all purposes under this Agreement:

5. 4. 2. 1 

Calls made by any Customer of MTN to Numbers beginning with

the Number 081 or the Number 082 will be deemed to be

National Calls;

5. 4. 2. 2 

Collect Calls will be deemed to have originated from the called

party; provided that nothing contained in this Agreement shall be

construed as obliging either Party to offer a Collect Call facility to

its customers; and provided further that no Party shall be entitled

to levy any Interconnect Fees for a Collect Call which is not

accepted by the called party; and

5. 4. 2. 3 

nothing contained in this Agreement shall be construed as

obliging either Party to offer a Manually Switched Call Service to

its customers.

5. 4. 3 

Within a maximum of 30 days of being requested to do so in writing

by MTN at any time during the term of this Agreement, Telkom

undertakes to provide MTN with on-line access to its directory

information database solely to facilitate the provision by MTN to

Customers of MTN of MTN's own national directory enquiry service, in

which event:

5. 4. 3. 1 

MTN shall pay to Telkom the prescribed public charges

applicable to the establishment and use by MTN of a Telkom

X. 25 link; and

5. 4. 3. 2 

MTN shall pay to Telkom an amount of R5 000 per calendar

month during the period 1 April 1994 to 31 March 1995 and

R10 000 per calendar month thereafter, for as long as MTN

enjoys access to such database, subject to the review

procedures contemplated in 26,

29.

within 30 days of receipt or deemed receipt of a tax invoice from

Telkom in the relevant amount; provided that MTN shall be entitled to

charge Telkom an amount agreed to with Telkom, should Telkom

wish to acquire on-line access to MTN's own directory database.

5.5 	Payment and Calculation

5.5.1 

Telkom shall, throughout the term of this Agreement, keep MTN

informed in writing of any changes which it makes to its international

and national tariffs to the extent that such changes are relevant to this

Agreement.

5.5.2 

All Interconnect Fees owing by one Party to the other in terms of this

Agreement shall be paid in accordance with the provisions of clause 6.

5.5.3 	              For the sake of clarity:

5.5.3.1 

Telkom shall not be entitled to receive any amount whatsoever

from MTN in respect of any Calls not conveyed on the PSTN to or

from the PLMN; and

5.5.3.2 

MTN shall not be entitled to receive any amount whatsoever from

Telkom in respect of Calls conveyed to the PLMN on the PSTN

where such Calls originate on the telecommunications systems

operated by Vodacom; and

5.5.3.3 

any discounts granted by Telkom to its customers for a period of

less than 4 weeks are excluded from the ambit of 5.5.1.

5. 6 	Review of Interconnect Fees

5.6.1 

The rates payable by MTN to Telkom in terms of 5.2.1 for each

National Call, including any Manually Switched Call, originating on the

PLMN and conveyed on the PSTN and the amount payable by

Telkom to MTN, pursuant to 5.2.2, in respect of National Calls

originating on the PSTN and destined for the PLMN, shall be fixed for

a period of 36 months with effect from the Signing Date; provided

30.

that should the average annual increase in the Consumer Price Index,

all items, as published by Central Statistical Services from time to

time, for the 12 month period ending on the first anniversary of the

Signing Date be in excess of 10% (ten per centum), the Parties

undertake to meet with one another at mutually convenient times and

venues and negotiate with one another in good faith with a view to

renegotiating the charges payable by MTN to Telkom pursuant to

5. 2. 1 

for National Calls originating on the PLMN and conveyed on the

PSTN and the amount payable by Telkom, pursuant to 5.2. 2, for

National Calls originating on the PSTN and destined for the PLMN in

respect of the Accounting Periods following the conclusion of such

negotiations, on the basis that:

5.6.1.1 

no retrospective adjustment of any amount payable or paid by

MTN to Telkom in terms of 5.2.1 or payable or paid by Telkom to

MTN pursuant to 5.2.2 will take place;

5.6.1.2 

the rates provided for in 5.2.1 and/or 5.2.2, as the case may be,

will remain unchanged pending any determination in this regard

by the Postmaster General if the Parties fail, for whatever reason,

within 90 days of the first anniversary of the Signing Date, to

reach agreement in writing regarding the date upon which such

changes will become effective, or the changes to such amounts

or either of such amounts;

5.6.1.3 

should the Consumer Price Index, all items, referred to in this

clause 5.6 cease to be published, the Parties shall endeavour to

agree on the substitution, in place of the Consumer Price Index,

all items, of a substantially similar index. Should the Parties be

unable to reach agreement, the matter shall be referred to an

independent actuary of at least 15 years standing, on whose

identity the Parties have agreed or, in the absence of such

agreement within 10 Business Days of a written request from

either Party to agree on the identity of an independent actuary, by

an actuary appointed by the President for the time being of the

Actuarial Society of South Africa and such actuary's

determination, acting as an expert and not as an arbitrator, of:

31.

5.6.1.3.1 

what index should be substituted for the Consumer Price

Index, ail items, for such period will be final and binding on

the Parties; or

5.6.1.3.2 

what the Consumer Price Index, all items, would have been

if, in the opinion of such actuary, no other available index is

substantially similar to the Consumer Price Index, all items;

and

the cost of such actuary will be shared equally between the

Parties.

5.6.2 

The formula used in Part C of Appendix 6 to determine the amount

per minute payable by MTN to Telkom pursuant to 5.3.1 for

International Calls originating on the PLMN will remain fixed for a

period of 36 months as of the Signing Date.

5.6.3 

The amount per minute quoted in Part D of Appendix 6 and payable

by Telkom to MTN, pursuant to 5.3.2, for International Calls destined

for the PLMN and conveyed on the PSTN, will remain fixed for a

period of 36 months as of the Signing Date.

5.6.4 

Changes to the rates payable by MTN to Telkom in respect of

Community Service Calls, shall be subject to a separate negotiation

process and subject to the ability of the Parties to reach agreement in

this regard in writing, failing which such rates will remain unchanged.

5.6.5 

The Parties agree to negotiate with one another, in good faith, with a

view to finalising a joint community services strategy as soon as

reasonably practicable after the Effective Date, on the basis that

Interconnect Fees payable by Telkom in consideration for Calls

conveyed from the PSTN to Community Service Telephones will also

be negotiated as an integral part of such strategy.

6. 	Billing procedures

6.1 	MTN undertakes to measure and record the duration of Calls originating

32.

6.7.1 

within 2 Business Days of receipt or deemed receipt of such notice,

the invoicing Party undertakes to furnish such other Party with

whatever documents and material may reasonably be required by

such other Party to verify the amount reflected as being payable by it

in the relevant tax invoice; and

6.7.2 

the Parties will then promptly meet and consult with one another in

order to try to resolve the dispute. Failing resolution of the dispute

within 7 Business Days following receipt or deemed receipt of the

notice referred to in this clause 6.7, the dispute may be referred by the

Party disputing such tax invoice for investigation and determination by

a firm of auditors agreed to between the Parties or, failing agreement,

by a firm of auditors nominated by the President, for the time being, of

the South African Institute of Chartered Accountants. Such auditors

will, in their determination of the dispute act as experts and not as

arbitrators and their decision, shall be final and binding on the Parties.

The Parties shall co-operate in any such investigation and any sum

found to be due or overpaid shall promptly be paid or refunded

(together with any interest payable or paid as the case may be,

pursuant to 6. 6), within 30 days of the date of such determination.

The independent auditor's costs shall be paid by the Party disputing

the tax invoice in question unless such tax invoice is established to

have been incorrect in which case the invoicing Party shall pay such

costs.

6.8 	        Notwithstanding the provisions of 6.7:

6.8.1 

if an amount in dispute represents less than 5% of the total amount

(excluding VAT) of the tax invoice in question, the invoiced amount

shall nonetheless be deemed to be payable in full by the invoiced

Party;

6.8.2 

if the amount in dispute represents 5% or more of the total amount

(excluding VAT) of the tax invoice in question, such amount shall be

deemed not to be payable pending determination by the auditors

pursuant to 6.7.

34.

PART  I I : FIXED LINKS

7. 	Exclusivity

7.1 

Telkom shall have the right to provide MTN with all Fixed Links required by

MTN to construct, maintain and use its PLMN and to interconnect its

PLMN with the PSTN in accordance with this Part II of the Agreement,

unless Telkom is unwilling or unable to do so.

7.2 

Where Telkom does provide Fixed Links to MTN pursuant to this Part II of

the Agreement, then the Link Charges payable by MTN to Telkom in

respect thereof will be as provided for in 10 and such Fixed Links shall

then be referred to as COFLs.

8. 	Quotation procedure

8.1 

Any request for a Fixed link by MTN shall be made in writing to Telkom at

an address or telefax number and directed to the person nominated in

writing by Telkom from time to time during the term of this Agreement and

shall contain at least the following information:

8.1.1 	                   the number of Fixed Links required;

8.1.2 

the detailed physical addresses of the points between which each

Fixed Link is required; such addresses to include the street and stand

numbers and longitude and latitude co-ordinates of such points;

8.1.3 	                   the dates on which the Fixed Links are required;

8.1.4 	                   the required capacity of such Fixed Links.

8.2	    Each request contemplated in 8. 1 shall be signed by a duly authorised

signatory of MTN and shall reflect the date on which it is submitted to

Telkom and shall either be hand delivered or telefaxed to the person

nominated by Telkom in terms of 8.1.

36.

8.4.2 

if it is willing and able to do so, the date by which Telkom will, subject

to the proviso contained in 9.1, be able to provide such Fixed Links;

and

8.4.3 

the Link Charges which Telkom is entitled to levy against MTN in

respect of the Fixed Links requested by MTN which Link Charges are

set out in Appendix 7.

8.5 

Telkom's response to MTN in terms of 8.3 shall be deemed to constitute a

separate offer by Telkom to provide the Fixed Links requested by MTN on

the terms and conditions contained in such response and shall be open

for acceptance, in writing, by MTN within 10 Business Days of receipt or

deemed receipt by MTN of such response on the basis that each offer

which is accepted by MTN shall constitute a separate agreement between

Telkom and MTN for the provision of such Fixed Links which agreement

will then be referred to as "an\the order" for the purposes of this

Agreement.

8.6 

Should Telkom fail, for any reason whatsoever, to respond as required in

terms of this clause 8, MTN shall be entitled to suspend its request to

Telkom for such Fixed Links and to apply to the Postmaster General for

permission to procure them otherwise than from Telkom in accordance

with the provisions of 9.5.

9. 	Installation times

9.1 

Telkom shall provide Fixed Links ordered by MTN pursuant to 8 above on

or before the dates specified by MTN in 8.1.3 ("the required dates'):

provided that MTN's order for such Fixed Links is placed at least 90 days

prior to the required dates.

9.2 

Subject to the proviso contained in 9. 1, should Telkom fail to provide any

Fixed Links on or before the required dates, it shall grant a discount to

MTN, which discount will, where Telkom is:

9.2.1 	   	between 1 and 30 days late, be 25%;

38.

9.2.2 	     	      between 31 and 60 days late, be 50%;

9.2.3 

	more than 60 days late, be 75%,

of the total annual rental payable by MTN in respect of the Fixed Link in

question for the relevant year, which amount will be determined with

reference to Appendix 7.

9.3 

Should Telkom be unable to provide a particular Fixed link of the capacity

and/or within the time required by MTN in terms of 8.1, it shall specify in

its response referred to in 8.3, the capacity of Fixed Link which it will in fact

be able to provide and/or the date on which it will be able to provide a

Fixed Link of the required capacity.

9.4 

Notwithstanding 9.2, should Telkom fail to provide any Fixed Links

ordered by MTN before the required date(s), or should Telkom indicate in

its response referred to in 8.3 that it is unwilling or unable to provide any

such Fixed Links within the time required by MTN pursuant to 8.1.3, MTN

shall be entitled to suspend its order or request, as the case may be, to

Telkom for the provision of such Fixed Links and to apply to the

Postmaster General for permission to procure them otherwise than from

Telkom.

9.5 

MTN records its understanding that the Postmaster General may act on

the basis set out in this clause 9.5 where it is alleged by MTN that Telkom

has failed to respond in terms of 8.3 or that Telkom's inability to provide

any Fixed Link of the required capacity is unreasonable, or that Telkom

has failed or is unable to provide any Fixed Links on or before the required

dates:

9.5.1 

MTN will lodge a written complaint with the Postmaster General

setting out fully the grounds for its complaint and the facts upon

which such complaint is based, together with copies of its written

request and Telkom's written response (if any);

39.

9.5.2 

MTN will simultaneously furnish a copy of such written complaint to

Telkom at the office of the person nominated by Telkom in terms of

8.1, together with all supporting documents in its possession;

9.5.3 

within 5 Business Days of the receipt or deemed receipt of the written

complaint, Telkom will have the opportunity to state its case in writing

to the Postmaster General and undertakes to furnish a copy thereof to

MTN;

9.5.4 

the Postmaster General will be entitled to request and the Parties

undertake to furnish such further information as he may require;

9.5.5 

the Postmaster General will duly consider the reasonableness of the

complaint and Telkom's explanation thereof and, having done so, will

have the authority to -

9.5.5.1 		dismiss the complaint; or

9.5.5.2		authorise MTN to procure, construct, maintain and use its own

Fixed Links; or

9.5.5.3		make such other directions as he may by statute be entitled to

make to ensure that the Fixed Links required by MTN are

obtained by MTN.

9.6 

Telkom and MTN agree that the Postmaster General's decision shall be

final and binding on them.

10. 	Prices and pricing structure

10.1 

In consideration for the provision, in accordance with the terms of this

Part II of this Agreement, of any COFLs by Telkom to MTN, MTN shall,

subject to the remaining provisions of this Clause 10, pay to Telkom Link

Charges per COFL in the amounts set out in Appendix 7.

10.2 

Notwithstanding the provisions of 9.2, Telkom hereby grants to MTN

discounts on all Link Charges referred to in 10.1 in the proportions set out

in Appendix 7. Such discounts are based on the amounts payable by

MTN to Telkom for the Link Charges set out in Appendix 7.

10.3 

Notwithstanding anything to the contrary contained in this Agreement, all

charges payable in terms of this clause 10 (less any applicable discounts)

in consideration for the provision by Telkom of the COFLs contemplated in

4. 2, which COFLs are configured as:

10. 3 

1 both way COFLs, shall be split between Telkom and MTN respectively

on a 25: 75 basis on the basis that the 25: 75 split provided for in this

clause 10.3. 1 is based on an assumption that 25% of all

telecommunications traffic (measured in minutes) between the PSTN

and the PLMN will flow from the PSTN to the PLMN and 75% of all

such traffic will flow from the PLMN to the PSTN. Accordingly, if the

volume of telecommunications traffic actually flowing between the

PSTN and the PLMN differs from such estimate in the positive or the

negative by more than 5% in any Year during the term of this

Agreement, the Parties undertake to meet with one another and

negotiate with one another in good faith with a view to varying in

writing the ratio according to which such charges are to be split

between them; and

10.3.2 

outgoing COFLs from an MSC to a Telkom Switch, shall be for the

account of MTN;

10.3.3 

outgoing COFLs from the Telkom Switch to an MSC, shall be for the

account of Telkom.

10.4 

Telkom shall provide MTN with tax invoices (after having deducted any

relevant discounts provided for in this Agreement) in respect of all Link

Charges due by MTN to Telkom for COFLs on the following basis -

10.4.1 

for any installation charge as set out in Appendix 7. monthly in arrears

within 10 Business Days of the end of the Accounting Period to which

such invoice relates; and

41.

10.4.2 

for any other charges as set out in Appendix 7. monthly in advance,

on or before the 10th Business Day of the Accounting Period to which

such invoice relates.

10.5 

All amounts reflected in the tax invoices from Telkom to MTN for Link

Charges in respect of COFLs procured from Telkom shall be payable by

MTN within 30 days of receipt or deemed receipt of a tax invoice in the

relevant amount by MTN.

10.6 

The provisions of 6. 6, 6. 7, 6. 8, 6. 9, 6. 10 and 6. 11 shall apply, mutatis

mutandis, to the payment of and in relation to Link Charges.

11. 

Cancellation of orders prior to the provision of

service and duration of Fixed Links

11.1 

Notwithstanding anything to the contrary contained in this Agreement,

MTN shall be entitled to cancel an order prior to the actual provision of a

particular Fixed Link by Telkom. Any such cancellation shall be by way of

notice sent in writing by MTN to the person referred to in 8. 1, and shall be

effective on receipt or deemed receipt of such notice.

11.2 

Upon such cancellation, Telkom shall be entitled to charge MTN such

costs and expenses as have been reasonably, necessarily and actually

incurred by Telkom up to the date of receipt of such notice of cancellation.

11.3 

Save for the provisions of 11.2, MTN shall have no other liability to Telkom

whatsoever for the cancellation of any such order.

11.4 

Notwithstanding anything else contained in this Agreement, if MTN

procures a COFL from Telkom as a temporary service and pays the

applicable temporary service rate as set out in Appendix 7 and if such

COFL is not transferred or moved from its original location to any other

location for a period of 12 months from the date on which it is procured,

the service rendered by Telkom in relation to such COFL shall, for the

purposes of Appendix 7, be deemed to be a permanent service and

Telkom shall refund to MTN, any amounts paid by MTN to Telkom in

relation to such COFL under the heading in Appendix 7 of temporary

42.

services, ie Telkom shall refund all amounts paid by MTN which are in

excess of the amounts that would have been payable by MTN under the

heading of permanent services in Appendix 7 in respect of such COFL

11.5 

The Parties shall negotiate with one another in good faith with a view to

reaching agreement between them in writing as soon as reasonably

practicable after the Signing Date on:

11.5.1 

the amounts to be paid by MTN to Telkom in consideration for the

transfer and relocation by Telkom, at MTN's instance and request, of

COFLs; and

11.5.2 

possible discounts to be granted to MTN by Telkom in respect of any

extended contract period for COFLs.

11.6 

The Parties undertake to use their best endeavours to enter into separate

service level agreements in writing relating to MTN's use of COFLs as

soon as reasonably practicable after the Effective Date.

Part III: General

12. 	Protection of the PSTN

12.1 

MTN undertakes not to do or permit to be done or omit or permit the

omission of anything in relation to its PLMN which may reasonably be

expected to:

12.1.1 		cause any damage to the PSTN; or

12.1.2 

  materially interfere, in any way whatsoever, with the proper and

  normal operation of the PSTN.

12.2 

MTN will, as soon as is reasonably practicable after receipt or deemed

receipt of a written request to this effect from Telkom, provide Telkom with

whatever information and assistance is reasonably necessary to enable

Telkom to satisfy itself as to MTN's compliance with its obligations in

terms of 12.1; provided that Telkom shall, in the exercise of its rights in

43.

terms of this clause 12.2, act reasonably, and provided further that Telkom

will not, in the exercise of such rights, do anything which may inhibit or

interfere with the proper and normal operation by MTN of its PLMN or with

the provision of its services to its Customers.

13. 	Protection of the PLMN

13.1 

Telkom undertakes not to do or permit to be done or omit or permit the

omission of anything in relation to its PSTN which may reasonably be

expected to:

13.1.1 

	              cause any damage to the PLMN; or

13.1.2 

materially interfere, in any way whatsoever, with the proper and

normal operation of the PLMN.

13.2 

Telkom will, as soon as is reasonably practicable after receipt or deemed

receipt of a written request to this effect from MTN, provide MTN with

whatever information and assistance is reasonably necessary to enable

MTN to satisfy itself as to Telkom's compliance with its obligations in

terms of 13.1; provided that MTN shall in the exercise of its rights in terms

of this clause 13.2 act reasonably, and provided further that MTN will not,

in the exercise of such rights, do anything which may inhibit or interfere

with the proper and normal operation by Telkom of the PSTN or with the

provision of its services to its customers.

14. 	Safety

14.1 

Telkom and MTN shall each, at their own cost and expense, take whatever

steps are necessary to procure that the fulfilment of their respective

obligations and exercise of their respective rights in terms of this

Agreement will not endanger the health and safety of any party including,

without limitation, one another's employees, agents, directors,

sub-contractors and customers, and in this respect each Party shall be

responsible for the safe operation of the equipment comprising such

Party's Telecommunications Network on its side of any Point of

Interconnection; provided that Telkom shall, notwithstanding anything to

44.

the contrary contained in this Agreement, be and remain responsible

throughout the term of this Agreement for the safe operation of all COFLs

comprised in the PLMN.

14.2 

Telkom indemnifies MTN, all of MTN's subsidiaries and any directors or

employees of MTN or any of MTN's subsidiaries against any loss or harm

whatsoever caused by Telkom, its directors, employees and/or

subcontractors, to MTN, its directors, employees or agents, and any third

party, pursuant to the fulfilment of Telkom's obligations to MTN in terms of

clause 14.1.

14 3 

MTN indemnifies Telkom, all of Telkom's subsidiaries and any directors or

employees of any of Telkom's subsidiaries, against any loss or harm

whatsoever caused by MTN, its directors, employees and/or

subcontractors, to Telkom, its directors, employees or agents, and any

third party, pursuant to the fulfilment of MTN's obligations to Telkom in

terms of clause 14.1.

15. 

Fault Reporting and Resolution

Telkom shall provide to MTN and MTN shall provide to Telkom the operations

and maintenance services set out more fully in Appendices 3 and 5 for the

purpose of enabling Telkom or MTN, as the case may be, to report any fault in,

breakdown  of or problem in respect of the Telecommunications Network

operated by MTN or Telkom (as the case may be); provided that such fault,

breakdown or problem pertains to the Interconnection or a COFL, as soon as

such fault, breakdown or problem occurs and Telkom and MTN shall, on receipt

or deemed receipt of any such report, each follow the fault report procedures

set out in Appendices 3 and 5.

16. 

Testing

The Parties undertake to co-operate fully with one another in the development of

mutually acceptable procedures for the testing and clearance of faults occurring

between their respective Telecommunications Networks or otherwise affecting

the Interconnection of their respective Telecommunications Networks, the

present procedures being set out in Appendices 3 and 5.

45.

17. 

Numbering arrangements

Telkom shall allocate the access code 083 to MTN; provided that the allocation

of Numbers by MTN to its Customers within the allocated access blocks is

totally under MTN's discretion and control.

18.          Miscellaneous

18. 1 

The Parties undertake to use their best endeavours to reach agreement

between them in writing, as soon as reasonably practicable after the

Effective Date, on the question of:

18.1. 1

roaming by Customers of MTN on telecommunications systems

operated and located outside the Territory; and

18.1. 2

roaming on the PLMN by customers of operators

telecommunications systems located outside the Territory.

of

18. 2

18. 3

18. 4

If either Party wishes to introduce a new service to which any customer of

the other Party may enjoy access through Interconnection, it will notify

such other Party in writing of its intention to do so, and will, in such notice,

outline information on all technical, numbering, routing, timing, billing,

Interconnection and commercial issues relevant to such new service. If

such other 

will prompt

terms and

service.

For the

excludes any telecommunications service

If a Party 

Party wishes to acquire access to the new service, the Parties

meet and use their best endeavours to reach agreement on

conditions governing such other Party's access to the new

purposes of 18. 2 above, "new service" in relation to either Party

  contemplated in 2. 1. 45 or in this

available to the customers of such Party through or by

Agreement or

means of such Party's Telecommunications Network, at the Signing Date.

wishes the other Party to bar access by the first mentioned

Party's customers to any telecommunications service offered by the other

Party at any time during the term of this Agreement, the Parties undertake

46.

to meet promptly with a view to reaching agreement in writing on whether

or not such customers should be barred access to such service.

19. 	Intellectual property rights

19.1 

Nothing contained in this Agreement shall be construed to confer or be

deemed to confer on either Party any rights or licences in the intellectual

property of the other Party.

19.2 

For the purposes of this clause 19 "Intellectual Property" means whatever

trademarks, (whether registered or not) inventions, patents (both

registered and unregistered), copyrights, registered and unregistered

designs, know-how and other intellectual property vesting in a Party by the

operation of law.

20.	Operational liaison

20.1 

The Parties shall consult together regarding the operation and

implementation of this Agreement and shall use their best endeavours to

resolve any problems arising from such consultation or otherwise

encountered in relation to this Agreement.

20.2 

Without prejudice to the provisions of clause 20.1, the Parties shall each,

within 30 days of the Signing Date appoint a representative and notify the

other Party in writing of the identity of such appointee. Such representative

shall, together with the representative of the other Party, be responsible

for overseeing the day-to-day practical implementation of this Agreement

including, without limitation, the following matters:

20.2.1.1 

		numbering;

20.2.1.2 		physical and electrical interface(s);

20.2.1.3 

		provisioning (including commissioning);

20.2.1.4 		transmission;

20.2.1.5 		synchronisation;

20.2.1.6 		signalling;

20.2.1.7 

		maintenance;

20.2.1.8		call accounting;

47.

20.2.1.9 

		augmentation of capacity;

20.2.1.10 		prevention of fraud;

20.2.1.11 		malicious call tracing;

20.2.1.12		new or modified features and services including timescales for

implementation; and

20.2.1.13		any other technical and operational matters which may arise from

time to time.

20.3 

Each of the representatives contemplated in 20.2 shall liaise with the other

and report to the Party appointing him on any problem which has not

proved capable of resolution. On receipt of such report, the Parties shall

consult forthwith with one another with a view to achieving a mutually

acceptable solution to such problem.

20.4 

Unless otherwise provided for in this Agreement, each Party shall give the

other at least 7 days notice in writing of any change which it intends to

make in respect of the identity of the person charged with operational

liaison on its behalf.

21. 	Force majeure

21.1 

No Party to this Agreement shall be liable for any failure to fulfil its

obligations hereunder where such failure is caused by circumstances

outside the reasonable control of such Party, including, without limitation,

any Act of God, insurrection or civil disorder, war or military operations,

national or local emergency, acts or omissions of Government, labour

disputes of any kind (whether or not involving the Party's employees), fire,

lightning, explosion or any other such cause, (each an "event of force

majeure").

21.2 

The Party affected by the event of force majeure shall promptly notify the

other Party in writing of the estimated extent and duration of such inability

to perform its obligations.

21.3 

Upon cessation of circumstances leading to the event of force majeure,

the Party affected by such event of force majeure shall promptly notify the

other of such cessation.

48.

22.1.1 

damage to or loss of any equipment, facility or other property of the

Innocent Party caused by the intentional or negligent act or omission

of the Indemnifying Party or its employees, sub-contractors, directors

or agents arising out of or in connection with this Agreement; and

22.1.2 

any action, claim, suit or demand by any person against the Innocent

Party in respect of or arising out of any act or omission of the

Indemnifying Party in the course of providing services to the Innocent

Party.

22.2 

If any action, claim, suit or demand ("claim') is made by any person

against the Innocent Party which, if satisfied or paid by the Innocent Party,

would result in any liability of the Indemnifying Party pursuant to the

provisions of 22.1 -

22.2.1 

the Innocent Party shall give written notice of the claim to the

Indemnifying Party as soon as practical after becoming aware thereof;

and

22.2.2 

within 30 days after receipt or deemed receipt of that notice, the

Indemnifying Party shall

22.2.2.1 

cause the Innocent Party to be put in sufficient funds to satisfy or

 pay the claim; or

22.2.2.2 

give notice to the Innocent Party directing it to take such action

(including legal proceedings) in respect of the claim, at the

Indemnifying Party's own cost and expense, as the Indemnifying

Party may indicate,

failing which the Innocent Party shall be entitled to deal with the claim

as it in its sole discretion deems fit.

22.2.3 

the Indemnifying Party shall cause the Innocent Party to be put and

therefore maintained, in sufficient funds in sufficient time to pay all

reasonable costs and expenses of any action or settlement directed

by the Indemnifying Party in terms of 22.2.2.2 and 22.2.4; and

50.

22. 2. 4 

the Innocent Party shall take such action as the Indemnifying Party

directs, to avoid, dispute, defend, appeal, settle or compromise ("deal

with") the claim and any adjudications thereof; provided that, failing

such directions, the Innocent Party shall be entitled to deal with the

claim as it sees fit in its sole discretion.

22. 3 

No Party shall be obliged to indemnify the other Party according to the

provisions of this clause 22 to the extent that the loss, liability, cost,

charge or expense suffered or sustained by such other Party is the direct

result of any breach, act or omission by such other Party of any of its

obligations in terms of this Agreement.

23. 	Equality

23.1 

A Call originating on the PLMN, when passed across a Point of

Interconnection, shall be treated by Telkom no less favourably than a

similar Call originating and conveyed on the PSTN.

23. 2 

A Call originating on the PSTN, when passed across a Point of

Interconnection, shall be treated by MTN no less favourably than a similar

Call originating and conveyed on the PLMN.

24. 	Commencement

24. 1 

The Parties acknowledge that this Agreement shall be of no force and

effect, and no modification of any terms or conditions of this Agreement

shall be of any force and effect until:

24. 1. 1 

Telkom and MTN have furnished, in writing, full particulars of all of the

terms and conditions of this Agreement or any modification to this

Agreement together with a sufficient explanation of the purpose and

effect of this Agreement or any such modification to the Postmaster

General and to Vodacom; and

24. 1. 2	       either -

51.

24.1.2.1 

the Postmaster General has within 28 days of receiving the

notification referred to in 24.1.1, confirmed in writing to both

Telkom and MTN, that this Agreement should enter into force; or

24.1.2.2 

the Postmaster General has within the period of 28 days referred

to in 24.1.2.1 from receipt by it of the information referred to in

24. 1. 

1, determined by notice in writing delivered to both Telkom

and MTN that this Agreement or the proposed modification

should enter into force and effect but subject to such

modifications as are specified in such notice,

("the Effective Date").

24.2 

if the Postmaster General furnishes MTN and Telkom by notice in writing

that he does not agree that this Agreement should enter into force, this

Agreement shall be of no force or effect and neither Party shall have any

obligation at all to the other Party in terms of this Agreement.

25. 	Termination, duration and breach

25.1 

This Agreement shall, subject to the remaining provisions of this

clause 25, endure throughout the term of the Licence and shall

accordingly terminate, if the Licence is terminated for any reason

whatsoever, forthwith upon such termination.

25.2 	       If a Party to this Agreement:

25.2.1 

fails to pay any amount due by it in terms of this Agreement by the

due date, and fails to remedy such breach within 21 days of written

notice to do so; or

25.2. 2 

commits a material breach of any other provision of this Agreement

and fails to remedy such breach within 90 days of written notice to do

so; provided that if the breach can reasonably be remedied within a

shorter period, the Party giving the notice must specify that shorter

period in the notice and the Party in default shall remedy the breach

within such shorter period;

52.

25.2.3 

takes steps to place itself, or is placed in liquidation, whether

voluntary or compulsory, or under judicial management, in either case

whether provisionally or finally;

25.2.4 	              take steps to deregister itself or is deregistered;

25.2.5 

commits an act which would be an act of insolvency as defined in the

Insolvency Act, 1936 if committed by a natural person;

25.2.6 

fails to satisfy a judgment against that Party within 21 days after that

Party becomes aware of the judgment, except if that Party provides

evidence on an ongoing basis to the reasonable satisfaction of the

other Party that steps have been initiated within the 21 days to

appeal, review or rescind the judgment and to procure suspension of

execution of that judgment and that such steps are being

expeditiously pursued, the period of 21 days shall run from the date

on which the judgment becomes final, or the date on which the

attempts to procure the suspension of the execution fail,

such Party shall be in default.

25.3 

If a Party is in default, the aggrieved Party shall be entitled, in addition to

all other remedies to which it may be entitled at law, or in terms of this

Agreement to cancel this Agreement.

25.4 

Upon the termination for any reason whatsoever of this Agreement all

amounts then owing by one Party to the other Party will become

immediately due and payable.

26. 	Periodic Review

26.1	          Notwithstanding anything to the contrary contained in this Agreement:

26.1.1 

the Parties undertake to meet and review all aspects contemplated in

this Agreement by no later than 30 days after each anniversary of the

Signing Date throughout the term of this Agreement;

53.

25.1.2 	the Parties undertake to meet and review:

26.1.2.1 		the implementation of 5.6.1; and

26.1.2.2		further Consumer Price Index based review procedures in relation

to the rates payable by the Parties to one another in terms of

5.2.1 and 5.2.2 during the remainder of the 36 month period

contemplated in 5.6.1,

within 30 days after the first anniversary of the Signing Date;

26.1.3 

either Party may, at any time, and from time to time, seek to vary any

terms of this Agreement in accordance with the provisions of 26.2.

26. 2 

The Party seeking to vary any of the terms of this Agreement under clause

26.1.3 shall serve a notice to the other Party and, where necessary, the

Postmaster General, and such notice shall set out in reasonable detail the

variations sought by it. Forthwith upon receipt of such notice, the Parties

shall meet and negotiate, in good faith with each other with a view to

agreeing on a variation of such of the terms of this Agreement as are

referred to in the notice.

26.3 

The Parties agree that, notwithstanding the provisions of this clause 26, all

of the terms and conditions of this Agreement shall remain in full force and

effect during any review of its terms unless and until such time  a s :

26.3.1 

the Parties complete a written agreement replacing or amending this

Agreement; and

26.3.2 

the Parties have obtained whatever consents and authorities may be

required by them to effect such replacement or amendment.

26. 4 

The Parties shall constitute an interconnection review committee

comprised of representatives from both Parties and Vodacom. This

interconnection review committee shall:

54.

26.4.1 

consider the principle of "cost based tariffing" for Interconnect Fees;

and

26.4.2 

consider any other matter related to the Interconnection of the

Telecommunications Networks that it may deem appropriate; and

26.4.3 

report directly to the Parties during the course of any review

proceedings conducted by the Parties at any time in accordance with

the provisions of this clause 26.

26.5 

The Postmaster General shall be invited to attend all meetings of the

interconnection review committee as an observer only.

26.6 

The interconnection review committee shall meet within 1 month of the

Effective Date and shall thereafter meet quarterly or more often as the

Parties may determine in writing from time to time.

26.7 

The interconnection review committee shall be chaired by an independent

chairman, agreed by both Parties and Vodacom. Should the Parties and

Vodacom not be able to agree on the identity of an independent

 chairman, the interconnection review committee shall be under the

 rotating chairmanship of the Parties and Vodacom, the first chairman to be

 nominated by Vodacom, the second chairman to be nominated by

Telkom- and the third by MTN and so on for each successive meeting of

the interconnection review committee.

26.8 

Notwithstanding anything else to the contrary contained in this

Agreement, if:

26.8.1 

MTN is licensed after the Effective Date to establish and/or to operate

another public land mobile network substantially similar in all material

respects to the PLMN in the Territory; or

26.8.2 

the Licence is materially amended to allow the establishment and

operation by MTN of a telecommunications system, other than the

PLMN,

the Parties shall forthwith enter into negotiations with one another with a

view to reaching agreement in writing on the interconnection of the PSTN

with such other public land mobile network or with such other

telecommunications system; provided that neither Party shall be entitled

to terminate this Agreement as a result of the happening of either of the

events contemplated in 26.8.1 or 26.8.2, it being recorded that this

Agreement shall nonetheless continue to regulate the matters

contemplated in this Agreement.

27. 

Co-operation

The Parties shall co-operate and consult with each other in good faith regarding

the implementation of this Agreement, with a view to achieving the aims and

objectives of this Agreement.

28. 

Severability

If any term, condition, agreement, requirement or provision contained in this

Agreement is held by any court having jurisdiction to be unenforceable, illegal,

void or contrary to public policy, such term, condition, agreement, requirement

or provision shall be of no effect whatsoever upon the binding force or

effectiveness of any of the remainder of this Agreement, it being the intention

and declaration of the Parties that had they or either of them known of such

unenforceability, illegality, invalidity or that the provision was contrary to public

policy, they would have entered into a contract, containing all the other terms

and conditions set out in this Agreement.

29. 

Cession

No Party shall cede, assign, transfer, encumber or delegate any of its rights or

obligations in terms of this Agreement without the prior written consent of the

other Party and such other consents as may be necessary.

30.          Dispute resolution

30.1	Should any dispute arise between the Parties in connection with

56.

remaining provisions of this clause relating to arbitration; provided that if

the Parties fail to reach agreement in writing to refer the dispute to

arbitration within a period of 2 days of meeting in terms of this clause

30. 

3, then either Party will be entitled to commence litigation proceedings

against the other Party, in which event both Parties agree that the matter

will be referred to the Commercial Court, a division of the Supreme Court

of South Africa, Witwatersrand Local Division ("the Commercial Court")

and the Parties consent to the jurisdiction of the Commercial Court.

30.4 

Notwithstanding anything to the contrary contained in this clause 30,

neither Party shall be precluded from obtaining interim relief from a court

of competent jurisdiction pending the decision of an arbitrator appointed

in terms of this clause 30.

30. 5 	        The arbitration shall be held -

30.5.1 

mutatis mutandis in accordance with the provisions of the Supreme

Court Act 59 of 1959, the rules made in terms of that act and the

practice of the division of the Supreme Court referred to in 30. 10;

30.5.2 		in Johannesburg;

30.5.3 

with only the legal and other professional representatives of the

Parties present;

30.5.4 

in terms of the Arbitration Act, No. 42 of 1965,

it being the intention of the Parties that the arbitration shall be held and

completed as soon as possible.

30.6	 The arbitrator shall be, if the matter in dispute is principally -

30.6.1 

a legal matter, a practising senior advocate or attorney of

Johannesburg of at least 15 years' standing;

30.6.2 

an accounting matter, a practising chartered accountant of

Johannesburg of at least 15 years' standing;

58.

therefrom or claim at any such proceedings that it is not bound by

such provisions;

30.12.2 

are severable from the rest of this Agreement and shall remain in

effect despite the termination of or invalidity for any reason of this

Agreement, or any part of this Agreement.

31. 	Confidentiality

31.1 

Subject to the provisions of 31.2, the Parties undertake to each other that

they will use all reasonable endeavours to keep and procure that their

directors, employees, agents and sub-contractors shall keep secret all

Confidential Information and will not disclose such Confidential

Information to any third party.

31.2 	        The provisions of clause 31.1 shall not apply to information which:

31.2.1 

is in or comes into the public domain other than by default of one of

the Parties; or

31.2.2 

is or has already been independently generated by the Party

disclosing such information; or

31.2.3 

is. disclosed to satisfy a legal demand by a competent court of law or

government body; or

31.2.4 

is in the possession of or is known by the receiving Party prior to its

receipt from the disclosing Party; or

31.2.5 

is authorised to be disclosed by the disclosing Party in writing but

then only to the extent of the authority given; or

31.2.6 

is properly disclosed pursuant to and in accordance with the Licence

or any licence granted to MTN, or in accordance with any relevant

statutory obligation or (with the prior written consent of the other

Party), in order for either Party to comply with the requirements of any

recognised Stock Exchange.

60.

31.3 

Confidential Information which is the subject of the provisions of clause

31.1 shall be used only for the purpose for which it was disclosed and/or

for the purposes of performing the obligations of the Parties in terms of

this Agreement.

31.4  	      Confidential Information which is the subject of the provisions of clause

31. 1 

may be disclosed to sub-contractors of the Parties; provided that all

such sub-contractors shall, prior to receiving any such information, enter

into a confidentiality undertaking, to give effect to the intention of this

clause with the disclosing Party.

31.5 

The provisions of this clause will apply with effect from the Signing Date

until 60 months after the date of termination or expiry of this Agreement.

32. 	Value-Added Tax

All of the prices referred to in this Agreement are exclusive of Value-Added Tax

("VAT") and any other tax, duty or charge payable thereon. Accordingly, any

Party which renders a service to the other Party in terms of this Agreement shall

be entitled to add VAT, at the prescribed rate, in terms of the Value-Added Tax

Act, 1991, to the value of any supply rendered by it to the other Party.

33. 	MOU

This Agreement supersedes and cancels the MOU. Accordingly, should there

for any reason be any conflict between this Agreement and any terms of the

MOU, this Agreement shall prevail.

34. 	Warranties by Telkom

34.1		Telkom warrants to MTN that:

34.1.1 

the terms and conditions of this Agreement will not differ in any

material respect from those contained in the interconnection

agreement to be concluded simultaneously with this Agreement

between Vodacom and Telkom ("the Vodacom Agreement"): and

61.

34.1.2 

the terms and conditions granted to MTN in terms of this Agreement

will be and remain throughout the term of this Agreement no less

favourable to MTN than those granted by Telkom to Vodacom in

terms of the Vodacom Agreement; and

34.1.3 

Telkom shall take all necessary steps to ensure that the terms and

conditions of Interconnection available to MTN under this Agreement

shall, throughout the term of this Agreement, be and remain at least

as favourable in all material respects as those granted at any time by

Telkom to any other entity licensed, during the term of this

Agreement, to operate a public land mobile network in the Territory;

and

34.1.4 

Telkom will negotiate with MTN in good faith with a view to reaching

agreement with MTN in writing regarding access by MTN to any site

owned by Telkom to accommodate MSC's, Base Stations, and Base

Station Controllers, operated by MTN, when requested to do so by

MTN.

34.2 

Telkom undertakes to notify MTN in writing of any variations proposed to

the Vodacom agreement throughout the term of the Vodacom agreement.

35. 	Notices and domicilia

35.1 

The Parties choose as their domicilia citandi et executandi their respective

addresses set out in this clause for all purposes arising out of or in

connection with this Agreement, at which addresses all processes and

notices arising out of or in connection with this Agreement, its breach or

termination may validly be served upon or delivered to either of the Parties.

35.2 

For the purposes of this Agreement the Parties' respective addresses shall

be -

35. 2. 1		as regards Telkom : 		    Telkom Towers North

152 Proes Street

Pretoria

0001

(for the attention of the Company

Secretary)

62.

facsimile number : 012-3257234

35.2.2 

as regards MTN : Pin Mill Farm

Katherine Street

Sandton

(for the attention of the Company

Secretary)

facsimile number : 011-4444930

or at such other address, not being a post office box or poste restante. of

which the Party concerned may notify the other Party in writing.

35.3 

Any notice given or other document sent in terms of this Agreement shall

be in writing and shall -

35.3.1 

if delivered by hand be deemed to have been duly received by the

addressee on the date of delivery;

35.3.2 

if posted by prepaid registered post be deemed to have been

received by the addressee on the 7th Business Day following the date

of such posting;

35.3.3 

if transmitted by facsimile be deemed to have been received by the

addressee the day after despatch;

35.3.4 

in the case of all documents, excluding notices, if posted by ordinary

prepaid post be deemed to have been received by the addressee on

the 10th Business Day following the date of such posting.

35.4 

Notwithstanding anything to the contrary contained in this Agreement, a

written notice or communication actually received by one of the Parties

from another including by way of facsimile transmission shall be adequate

written notice or communication to such Party.

36. 

Whole agreement

This Agreement constitutes the whole Agreement between the Parties as to the

63.

subject matter of this Agreement and no Agreements, representations or

warranties between the Parties other than those set out herein will be binding on

the Parties.

37. 

Variation

Subject to the provisions of 24.1, no addition to or variation, consensual

cancellation or novation of this Agreement and no waiver of any right arising

from this Agreement or its breach or termination shall be of any force or effect

unless reduced to writing and signed by both the Parties or their duly authorised

representatives.

38. 

Relaxation

No latitude, extension of time or other indulgence which may be given or

allowed by either Party to the other in respect of the performance of any

obligation hereunder or the enforcement of any right arising from this

Agreement and no single or partial exercise of any right by either Party shall

under any circumstances be construed to be an implied consent by such Party

or operate as a waiver or a novation of, or otherwise affect any of that Party's

rights in terms of or arising from this Agreement or estop such Party from

enforcing, at any time and without notice, strict and punctual compliance with

each and every provision or term of this Agreement.

39. 

Necessary approvals and consents

Each Party:

39.1 

warrants to the other Party that it has the necessary rights, licences and

authorities to enter into and perform its obligations in terms of this

Agreement;

39.2 

indemnifies the other Party against any loss, claim, expense, damage or

action, suffered or sustained by such other Party pursuant to a breach by

such Party of its warranty in terms of 39.1, notwithstanding anything to the

contrary contained in this Agreement.

64

Signed at      Pretoria                    on              16 FEBRUARY

/S/

/S/ 

1994

/S/.

For Telkom SA Limited

duly authorised

1994

/S/.

For Mobile Tephone Networks

(Proprietary) Limited

duly authorised

65.

Appendix 1

POINTS OF INTERCONNECTION AND CAPACITY

1. 	GENERAL

This document relates to the current and proposed points of interconnection between

the MTN PLMN and the PSTN. It details the routes, their capacity in terms of 2 Mbit/s

systems, date required, signalling type, trunk group direction, and the contracted

service level.

2. 

POINTS OF INTERCONNECTION

TABLE 1

Refer to accompanying pdf document for table of 

points of interconnection

NOTE

For reliability signalling links must be provisioned over physically diverse transmission

paths where such diversity exists. Any deviation from this rule must be negotiated

between the two Parties.

CONTENTS

1. TECHNICAL SPECIFICATIONS

1. 1 GENERAL

1. 2 PHYSICAL INTERFACE

1. 3 ELECTRICAL INTERFACE

1. 4 SIGNALLING

1. 5 SYNCHRONISATION

1. 6 CCS 7 SIGNALLING LINKS

2. PROVISIONING PROCEDURE

2. 1 INTRODUCTION

2. 2 FORECAST

2. 3 TRUNK GROUP NAMING CONVENTION

2. 4 

REQUEST FOR QUOTATION AND ORDER FOR POINT OF

INTERCONNECTION LINKS

2. 5 COMMISSIONING OF POINT OF INTERCONNECTION LINKS

2. 6 SIGNALLING POINT CODE ALLOCATION

3. MUTUAL SERVICES AND FEATURES

3. 1 EMERGENCY SERVICES

3. 2 DIRECTORY SERVICES

3. 3 OPERATOR CALLS

4.   GRADE AND QUALITY OF SERVICE

4. 1 SERVICE LEVELS ON POINT OF INTERCONNECTION LINKS

1.         TECHNICAL SPECIFICATIONS

1. 1  	General

The Recommendations made by the International Telegraph and Telephone

Consultative Committee (the CCITT) of the International Telecommunication Union

(ITU) or as adapted in Telkom Specification Number 7 Chapter 9 for Inter-Register and

Line Signalling (R2 MFC), Chapter 12 for Interfacing between Equipment Types, and

Chapter 37 for Common Channel Signalling System Number 7 (CCS 7) provide the

framework for adherence to the standards contained therein. The Parties are

committed to conform wherever practicable with the CCITT and ETSI GSM/DCS 1800

Recommendations and the Telkom Specification Number 7 as amended and revised

from time to time. The present form of reference will be the CCITT recommendations

as published in the CCITT Blue Book (the recommendations endorsed by the 1988

Plenary Assembly) and the Grey Book Recommendation Q767 as amended by the

White Papers (published subsequent to the 1992 Plenary Session).

Notwithstanding the above recommendations, for Calls that are originated in one

Telecommunications Network and terminated in another, the originating

Telecommunications Network will be entitled to block backward signals that modify

the originating tariff structure. Such backward signals will be discarded and the Call

will be force released.

1.1.1  Safety (Dangerous Voltages)

In order to protect personnel and equipment on both sides of the interface

it is necessary to provide protection against the transmission of

dangerous voltages across the interface (see 1. 2).

For equipment which uses or generates excessive voltages, a barrier shall

be provided to protect the interface from those voltages.

1.2   Physical Interface

The physical interface between the PLMN and the PSTN Systems shall be 120 ohm

balanced termination provide by means of a twisted pair terminated on 10 pair Krone

control signals for performance monitoring equipment and the application

of loops for maintenance purposes. It should be noted that Telkom

monitoring equipment will insert CRC4 co-efficient into the appropriate bits

of the CRC4 multiframe if this facility is not provided by the terminal

multiplexers. The spare bits of the CRC4 multiframe are transmitted

transparently. 

	  . To allow these facilities a frame structure complying with

G. 704 is required and the use of an unframed 2Mbit/s link will not be

acceptable as it will prevent the previously mentioned monitoring.

1. 4. 5  Fault Conditions and Consequent Actions

The provisions of Recommendations G. 732, Q. 501 to Q. 517 shall be

implemented by the Parties.

1. 4. 6  Channel Time Slot Encoding

CHANNEL TIME SLOTS

The 64 kbit/s channel time slots comprising the 2048 kbit/s stream shall

carry "A" law encoded information as defined in Recommendation G. 711.

IDLE CHANNEL BIT PATTERN

The idle channel bit pattern in both directions shall be 01010100 (MSB at

left hand end) in accordance with paragraph 2. 4. 6 of Recommendation

Q. 503 when the interface is between digital exchanges.

1. 5 	          Synchronisation

Synchronisation of the Telecommunications Networks will be attained on the interface

points of the PLMN with the PSTN.

This will be accomplished by:

Telkom providing the standard reference signal from two caesium clocks

which are continuously synchronised with the CSIR's rubidium clock,.

which in turn synchronise the international exchanges,

which in turn synchronise the Digital Primary Switching Units (DPSUs).

The synchronisation of the Mobile Switching Centres (MSCs) will be achieved by

having a connection to two DPSUs or, as an alternative if two direct links are not

available, to one DPSU and any other MSC.

The two E1 links in which the Common Channel Signalling System Number 7 (CCS 7)

will be provided, will also be used for synchronisation purposes since the E1s will be

appropriately marked.

In the event of both bit streams failing, an internal source meeting CCITT

Recommendation G. 811 shall become the worker.

1.6 	CCS 7 Signalling Links

Signalling link pairs in a combined link set will be operated in a load share mode, with

no single signalling link operated at greater than 30% of its theoretical message

capacity under normal conditions and 60% under overload conditions.

A 64 Kbit/s signalling link will be engineered to offer, in each direction, a normal traffic

load of up to 96 ISUP messages per second for trunk signalling and an overload traffic

load of up to 192 ISUP messages assuming an average message length of 25 octets

shall apply.

All signalling will be passed over timeslot 16 on any particular PCM. Any links not

carrying signalling shall still not use timeslot 16.

It will be up to the discretion of Telkom or MTN, as the case may be, as to whether en

block or overlap signalling is used.

2.	PROVISIONING PROCEDURE

2.1	Introduction

This procedure will address the provisioning of cellular operator COFLs (COFLs)

between the MSC and the POI and the termination of such links. These links will be

referred to hereafter as Point of Interconnect Links (POILs). It will also address the

provisioning of signalling point codes for new POIs and new MSCs.

2.2

Forecast

MTN shall provide Telkom on the first working day of January each year with their

forecasted requirements for POIL for each of the following 2 years. Such information

shall be passed, in writing, to the appointed Telkom appointed person starting on the

signing date and in the following format:

MSC

 -POI

Trunk Group

Name A

PSTN-PLMN

Bothway

Trunk Group

Name B

PSTN-PLMN

Bothway

Traffic

Timeslots

Signalling

Month Req

Traffic

Timeslots

Signalling

Month Req

199

199

2.2.1

Terms used in the above table shall mean the following:

Trunk Group - A group of timeslots from one or more 2 Mbit/s systems between the

MSC and POI that are grouped together for the purpose of transmitting Calls between

exchanges. Each trunk group will be given a unique six character alpha-numeric

name, as defined in section 2.3 to distinguish it from all other trunk groups connected

to the exchange.

Traffic - The amount of telephone traffic, measured in erlangs, for which the trunk

group is being dimensioned.

Timeslots - The number of 64 kb/s timeslots that would constitute the trunk group.

Signalling - The signalling system that will be used for the trunk group e. g. CCS 7, R2

etc..

Month Required - The month of the particular year during which it is expected that the

number of timeslots will be required.

2.3  	Trunk group naming convention

It is assumed that all trunk group names consist of six alpha numeric characters and

they are constituted as follows:

Characters 1-3

The three letter abbreviation of the distant exchange to which the trunk

group is connected. In cases of a two letter abbreviation, character

position 3 is filled with a "+".

Character 4

H = Trunk exchange (Digital Primary Switching Unit - DPSU)

M = Mobile Switching Centre (MSC)

L = Local Exchange (Digital Secondary Switching Unit - DSSU)

Character 5

Indicates the number of the distant exchange unit e. g.

A = JDF1

B = JDF 2 etc.

Character 6

The direction of the trunk group

I = Incoming

O = Outgoing

B = Bothway (BW)

Z = CCS#7 signalling link

In the event that only five characters are available characters 4 and 5 will be combined

as follows:

If only one exchange unit exists at the distant end then character 4 is

maintained.

If more that one exchange unit exists at the distant end then character 5 is

maintained.

MTN should allocate a unique three letter alphabetic code to its Switch for

identification and registration purpose within Telkom. These codes should be different

from existing codes used by Telkom.

2.4	Request for quotation and order for POILs.

Refer to the procedures described within clauses 8 and 9 of the main body of the

Agreement. Each request shall be in the following format:

MSC-POI

TRUNK

GROUP

NAME

TRAFF

2Mbit/s

SYSTEMS

REQUIRED

SIGNAL

SYSTEM

TRUNK GRP

DIRECTION

(PLMN-PSTN

PSTN-PLMN

BOTH WAY)

REQUIRED

SERVICE

LEVEL

REQUIRED

DATE

yy/mm/dd

Physical address of MSC

Preceding the placing of an order for a POIL(s), contact will be required between

Telkom and MTN for the purpose of carrying out detailed planning and project

management. Such detailed planning and project management will involve the

accommodation and location of Telkom transmission equipment on MTN's MSC

premises, the availability of dc and ac power and accessibility of the premises for the

installation of equipment.

Telkom's contact will be at regional level and the contact point will be indicated by

Telkom from time to time.

Where transmission equipment is to be placed on MTN's MSC premises for the

purpose of providing a POIL, such accommodation and the necessary dc and ac

power for the transmission equipment shall be made available at least 60 days prior to

the date the POIL(s) is required to be in service and at no cost to Telkom.

Where transmission equipment is to be located on MTN's premises or towers for the

purposes of providing a COFL, such accommodation, the necessary dc and ac

power, a 3 ohm earth and lightning protection for the transmission equipment, shall

be made available by MTN at least 60 days prior to the date the COFL is required to

be in service, and at no cost to Telkom. In addition MTN shall ensure that Telkom

personnel have full access to the site as from the date that the order for a specified

COFL is placed.

Accommodation at MTN's premises or towers, for the location of transmission

equipment for the purposes of providing a COFL, shall be based on Telkom's

Technical Instruction H1041, Installation of PCM Equipment at Customers Premises.

2.5 	Commissioning of POILs

Any POIL shall be tested in accordance with the appropriate test specification for the

signalling system employed prior to commissioning.

2.6	Signalling Point Code Allocation

Telkom will initially control the Signalling Point Code (SPC) allocation between the

Telecommunications Networks. The SPC information shall be included in the

response from the relevant Telkom's appointed person when the POIL order refers to

either a new POI or a new MSC.

3. 	MUTUAL SERVICES AND FACILITIES

3.1 	Emergency Services

The number 107 will in future be used by Telkom within the Territory as the access

number to be dialled by customers to route calls to the Emergency Services Reporting

Centres. Until the advent of these Centres, the numbers 10111 and 10177 may be

used to access the Police Emergency and Ambulance Emergency Services

respectively. In accordance with the European Community standard, the number 112

may also be used by PLMN customers to route calls to the 107 reporting centres

when they are established.

Calls routed to emergency organisations via centres nominated in writing by MTN to

receive such Calls and agreed to by Telkom prior to the establishment of national

emergency centres may be accessed by dialling 107 or 112.

A document containing information relating to the existing Police and Ambulance

emergency services, respective areas and corresponding PSTN telephone numbers

has been supplied to MTN. Updates to this document will be supplied to MTN by

Telkom's appointed person within five Business Days of it becoming available to

Telkom.

3.2 	Directory Services

3.2.1 	National

3.2.1.1 

Where required, directory enquiry calls by Customers of MTN may be

routed across the interface to Telkom's Directory Enquiries centre.

The number to be passed across the interface will be 1023. Telkom

will route such calls to the Directory Enquiries centre of its choice,

after consultation with MTN.

3.2.1.2 

Direct online access by MTN to the Telkom Directory database will be

allowed.

MTN shall ensure that all information extracted from Telkom's directory information

database shall be used solely for dealing with on line enquires made by its customers

and that the said information shall not be used to produce directories in any form,

downloaded for sale to any other person, or for any other purpose.

3.2.2 		International

3.2.2.1 

Telkom's international switchboard operators shall handle all

international directory enquiries and MTN's switchboard operators

shall contact Telkom's international switchboard operators when the

said enquiries are received from its customers.

3.2.2.2 

MTN shall bar its customers direct access to Telkom's international

directory enquiry service.

3.3	   Switchboard Operator Assisted Call Service

3.3.1 

Each Party shall be responsible for rendering any such service to its own

customers in respect of the booking and establishment of Manually

Switched Calls including International Calls, Calls to ships at sea, Trunk

Calls, Fixed Time Calls, Personal Calls, Collect Calls and Conference Calls.

3.3.2 

The switchboard operators of MTN shall contact Telkom's National

Manual Service Centre (NMSC) or International Manual Service Centre

(IMSC). as may be appropriate. Telkom shall contact the switchboard

operators of MTN for booking and establishing Manually Switched Calls

destined for the PLMN.

3.3.3 

After consultation with the relevant Party and where required MTN shall

bar its customers direct access to the NMSC and IMSC and Telkom shall

bar its customers direct access to the switchboard operators of MTN.

3.3.4 

The procedure for setting up, controlling and charging of such Calls will be

dealt with in a separate manual which will be set up after bilateral

discussions.

3.4	          Telkom's Toll-Free Service

3.4.1	    The number of Telkom's Toll-Free service is in the format:

080 AB XXXXX

where

080 is the access digits to the service; and

AB defines services options which include time dependent switching,

multiple destination and barring options.

Initially MTN will only be allowed access to the 080 OB option of the Service. Access to

other service options are for discussions between MTN and Telkom. This service

option is the no barring/national access service option.

4. 	GRADE AND QUALITY OF SERVICE AND SERVICE LEVELS

4 2	 Service Levels on POILs

4.2.1	Availability

When assessed over a one year period, the COFL availability will be a minimum of

that contracted between MTN and Telkom for that COFL. Such an availability figure

will exclude failures that occur after hours, as defined in Appendix 5, if MTN does not

make use of the after hours repair service indicated in 3.5. A circuit is deemed to be

unavailable when there is either no data throughput for a period greater than 10

seconds or when the error ratio exceeds 1O3 for more than 10 consecutive seconds.

The availability figure specified above is seen as a long term objective and should not

be used to assess the short term quality of the COFLs.

For the purpose of determining installation and rental fee discounts on COFLs and the

determination of service levels on such COFLs a route is defined as a group of

2 Mbit/s systems used to connect 2 elements within the same network or between

2 elements in different networks notwithstanding the physical routing of the systems.

Further, in the case of 1 MSC connected to multiple POIs, such POIs will be

considered to be 1 element.

Appendix 3

OPERATION AND MAINTENANCE FOR THE INTERFACE

BETWEEN MTN AND TELKOM

CONTENTS

1. 	INTRODUCTION

2. 	DEFINITIONS

3. 	FAULT HANDLING AND RECTIFICATION PROCEDURES

4. 	MAINTENANCE PROCEDURE

5. 	OTHER ISSUES

2.

1.0	INTRODUCTION

1.1	This Appendix addresses the operation and maintenance procedures relevant

to the Interconnection between the PSTN and PLMN.

1.2	It is essential that any malfunction of the Interconnection be rectified promptly.

1.3	Each Party accepts the responsibility to ensure that its own staff adheres to the

agreed principles and procedures laid down in this Appendix.

1.4	Additional operation and maintenance procedures for POILs as well as all

COFLs are defined within Appendix 5

2.0	 DEFINITIONS

2. 1	INTERCONNECTION SERVICE DESK (ISD).

Telkom and MTN shall establish one ISD each to which all factors relevant to

the proper functioning of the Interconnection (generally of a technical nature)

are to be reported. This desk will also deal with all faults relating to COFLs, and

POILs. The ISD should be staffed on a 24 hour basis and equipped with

necessary infrastructure to facilitate efficient communication. Each Party will be

responsible for processing reported faults using its own procedures. Any inter

service assistance required shall be requested through the ISD. Each ISD is

obliged to offer its full assistance for rectification of Interconnection faults.

Each ISD will be the traffic controlling Party for the circuit on which it loads

outgoing traffic.

ISD contact telephone numbers are contained in a separate document and are

to be updated by the ISDs as and when changes occur.

2. 2 

Cataleptic failure of Interconnection.

A sudden failure, persisting for longer than 10 seconds, which is characterised

by complete inability to perform all required functions of any item in the

Interconnection.

2.3 

Partial failure of Interconnection.

Any failure other than a cataleptic failure which affects more than 15% of the

total number of ports. A port is the interface between the exchange equipment

on the one hand and the environment on the other hand.

2.4 

Interconnection Outages.

The duration of cataleptic or partial failures of any of the components included

in the Interconnection are termed outages. These outages could be planned or

unplanned. All Interconnection outages must be reported to all ISD.

2.5 

Installation Attendance.

A staffed building is defined as a building where a technically competent

person is present with the correct test equipment, spares and tools to clear the

fault, at the time the fault is reported to the ISD. If the above requirements are

not met, then the building is considered unstaffed. The Parties have to inform

each other's ISD about the staffing of relevant buildings.

3.0	FAULT HANDLING AND RECTIFICATION PROCEDURES

3.1 	Cessation and Recovery of Service.

3.1.1 	Outages caused by cataleptic or partial failures in the Interconnection.

3.1.1.1 

	Unplanned outages.

Upon detection of an unplanned outage, relevant ISDs must be notified. At the

time of notification the outage could have ceased to exist or could still be

persisting. In cases where the outage has ceased to exist, the ISDs will note

the occurrence, duration and details of the failure. Immediate action must be

taken to localise the fault causing the failure (and consequently identify which

party is responsible for clearing the fault where this is unclear at first) in cases

where the outage persists. Relevant ISDs must be informed every 15 minutes,

or at mutually agreed upon intervals, thereafter by the responsible party of the

progress of the repair until restoration of full service whereupon the ISD will

note the outage duration and details of the failure.

3.1.1.2 

	Planned outages.

Planned outages must be kept to an absolute minimum and should not be

carried out during busy traffic times. The party planning such an outage must

inform the other affected ISD(s) 14 days in advance (by mutual agreement this

time scale can be reduced) and mutually agree upon a suitable time and

expected duration for such an outage. If the planned outage does not directly

affect the other Parties, their ISDs should be informed of the planned time of

the outage. During the planned outage, the responsible Party must keep the

other ISDs informed at regular intervals with the progress until full restoration

of service whereupon the ISDs will note the outage duration. If the items are

not restored to full service within the expected duration, the outage will be

regarded as an unplanned outage occasioned by a planned outage and the

procedure above for dealing with unplanned outages will be followed.

3.1.1.3		Fault History.

Each Party shall maintain records, preferably electronic, containing details of

all faults and the corresponding restoration times which were handled between

it and the other ISDs for a running twelve month period. These records should

be used to assess the fault performance of the Interconnection.

3.1.2           Other external influences which could affect Interconnection service.

3.1.2.1		International service.

The PSTN operator must inform all ISDs immediately of major failures which

could degrade international telephone service to any particular destinations by

more than 50%, e. g. failure of satellite or undersea cables, international

exchange, etc. ISDs must be informed of restoration of service and details of

the failure.

3.1.2.2		Inter Primary service.

The PSTN operator must inform all ISDs immediately of major failures which

could degrade PSTN inter primary telephone service between nodes by more

5.

than 50%, e. g. transmission media failure, exchange failure, etc. ISDs must be

informed of restoration of service and details of the failure.

4.0         MAINTENANCE PROCEDURES

4.1 

Maintenance Methodology

It is accepted that certain scheduled (preventive) and unscheduled

maintenance actions will be carried out by the Parties on the items comprising

the Interconnection. Where such actions could affect the proper functioning of

the Interconnection, e. g. working on critical, centralised equipment, ISDs

should be informed accordingly, in the case of scheduled maintenance, the

schedule of critical activities must be made available to ISDs in advance. It

would not be necessary to inform the ISDs of completion of such activities. If,

however, the maintenance action results in a cataleptic or partial outage, the

procedure in paragraph 3.1.1 above should be followed.

4.2 

Routine Testing.

All Parties shall supply each other test numbers to be used for test calls for

routine testing of the interconnection circuits. The Parties agree to use artificial

traffic generators in such a way so as not to unduly load the interconnection.

4.3 

System and circuit Identification.

Generic system and circuit identification shall be communicated by Telkom to

MTN for mapping to its own generic system and circuit identification scheme.

4.4 

Interconnection Circuit Utilisation Details.

The Parties may, where required, exchange records of utilisation and Call

connection performance over the interface to ensure that service over the

interface is maintained at satisfactory levels. Information regarding planned

dates for route augmentation shall also be exchanged between the Parties

whenever necessary.

4.5 

Malicious Call Tracing.

Authorised malicious call tracing may be requested by any of the ISDs. The

other Party shall give priority to the request.

6.

4.6 

Access to PLMN sites housing transmission line terminating equipment.

When faults on the transmission links connecting the MSC and POI are

reported, MTN agrees to provide access or assistance to Telkom maintenance

personnel at these sites during testing and repair of the fault. Telkom cannot

be held responsible for long outages due to lack of reasonable access or

assistance at the PLMN sites.

5.0          OTHER ISSUES

5.1 

Escalation procedure for operational matters.

In all cases of outages or interaction between MTN and Telkom during

operation and maintenance activities, an escalation procedure is applicable. If

the service levels agreed to in Appendix 2 are not adhered to, the matter may

be escalated to the next level in the organisation as agreed upon according to

the general escalation procedure.

5.2 

Software upgrades/modifications.

Software version enhancements must be initially introduced and tested

between MTN and Telkom at test exchanges to ensure that there are no

interworking problems before introduction into an active exchange. A

minimum of two weeks written notice must be given before testing can

commence. This notice of the requirement to test must go via Telkom's

appointed person.

Unless otherwise agreed in writing between the Parties, a 30 day lapse

between a software upgrade in any MSC or Telkom switching unit and the

general release into the rest of the network is required.

A controllable number of software patches should be activated in any 24 hour

period on the same switching unit. The testing of such patches will be by

mutual agreement in writing. All applications and tests must be completed in

low traffic periods i. e. between 22: 00 and 05: 00 or by mutual agreement in

writing.

5.3 

Service Reviews.

Whenever required, but not less frequently than every six months, meetings

are to be held between the three ISDs to review the performance of the

Interconnection, and operational information exchange between the ISDs and

the procedures as embodied herein.

NUMBERING ALLOCATION AND ROUTING DIVERSITY

FOR POINT OF INTERCONNECTION

Appendix 4

CONTENTS

1. 	INTRODUCTION

2. 	ROUTING PRINCIPLES

2.1	ROUTING FROM THE TELKOM FIXED NETWORK TO THE PLMN

2.2	ROUTING FROM THE PLMN TO THE PSTN

2.3	ABNORMAL CONDITIONS

2.4	ROUTE DIVERSITY AND SECURITY REQUIREMENTS

3. 	NUMBERING

3.1	GENERAL

3.2	NATIONAL INCOMING TO THE PLMN

3.3	INTERNATIONAL INCOMING TO THE PLMN

3.4	NATIONAL OUTGOING CALLS FROM THE PLMN

3.5	INTERNATIONAL OUTGOING CALLS FROM THE PLMN

3.6	CCS No. 7 SPC NUMBERING

1. 	INTRODUCTION

This Appendix describes the general routing principles, including routing diversity, to

be employed by MTN to Telkom as well as the same principles from Telkom to MTN.

The allocation of CCS No 7 Destination Point codes is also addressed in the section

relating to numbering.

2. 	ROUTING PRINCIPLES

2.1	Routing from Telkom to MTN

The catchment areas within the PSTN served by any POI shall be mutually agreed

upon between the parties concerned. Calls from within the agreed PSTN catchment

area will be routed over the PSTN to the appropriate POI in accordance with the PSTN

routing plan at not less than the service levels and grade of service agreed to in

Appendix 2 section 4.

2.2	Routing from MTN to Telkom

According to mutual agreement, MTN will route calls to the POI as defined in the

routing tables supplied by Telkom. These tables will define first choice and alternate

routing for specified PSTN dial codes. In the event of loss of circuits forming a route,

re-routing to a POI which is within the same PSTN metropolitan exchange area as the

 first choice POI, will be allowed. Re-routing to a POI in a different metropolitan

exchange area may only be done on mutual agreement in writing.

2.3	Abnormal Conditions.

The re-routing of traffic under abnormal conditions will be according to the alternate

routing indicated in the routing tables supplied by Telkom as for 2. 2 above. It is

agreed to inform the other Party of such re-routing undertaken in the event of

severance of routes. When only a portion of a route has failed, traffic should continue

to be offered to the remaining portion of that route before overflowing to latter choice

routes. In the event of the available capacity on the designated alternative routes

being insufficient to handle all the overflow traffic, then each/either Operator must

contact the other to seek agreement to route the remainder of the traffic through its

own network to an alternative POI. The predefined prescribed arrangements and

details of the information to be handed over in such an event, will be encompassed in

a document to be drawn up by the appropriate sub-committee. In the event that the

predefined routing arrangements for abnormal conditions cannot be implemented due

to exceptional circumstances within the PSTN, Telkom will provide details of the

alternative arrangements which are to be implemented in their place.

2. 4 	Route Diversity and Security Arrangements

For reliability signalling links must be provisioned over physically diverse transmission

paths and/or equipment where such exists. Any deviation from this rule must be

negotiated and agreed to in writing between Telkom and MTN.

Telkom undertakes that the following rules will apply with respect to service levels.

These will be assessed over any Accounting Period:

1.               At a service level of 99. 5% there will not be a need for diversity in any form.

2. 

At a service level of 99. 9% Telkom shall provide transmission equipment

diversity but not necessarily route diversity.

3. 

For the 99. 95% service level then Telkom shall provide transmission

equipment and route diversity.

The above rules would not incur extra costs to MTN and any change to them must be

discussed between the Parties.

All 2 MBit/s systems carrying CCS 7 signalling links between MSCs and/or the POIs

shall be clearly marked in the switching and transmission equipment rooms so as to

prevent any unnecessary maintenance activities.

The minimum number of links per link set shall be two. Any number of links per link

set, however, exceeding 2 shall be negotiated between MTN and Telkom. All circuit

conditioning equipment such as PADS and echo cancellers must be removed from

the signalling links.

4.

accordance with CCITT Recommendations E. 164 and E. 163. The International access

code will also be sent.

3.6	 CCS No 7 SPC Numbering.

3.6.1 	GENERAL

The numbering of the signalling points and the networks is inter-related by the

Signalling Point Code (SPC) and the Network Indicator (Nl).

For the purpose of convenience and security it is proposed that each

Telecommunications Network have an independent signalling point code (SPC)

numbering scheme and one single numbering scheme where the interconnecting

signalling points are defined.

This will have the effect where each Telecommunications Network is responsible for

the internal SPC numbering of its Telecommunications Network without being

subjected to demands by other telecommunications systems.

3.6.2	IDENTIFICATION OF TELECOMMUNICATIONS NETWORKS

3.6.2.1 		Sub-Service Field (SSF) or Network Indicator (Nl)

The Sub-Service Field or Network Indicator is part of the Service Information Octet

(SIO).

The network indicators are defined in CCITT as follows:

bits D and C 			Network indicator

0            0 			International Network			 - INATO

0            1 			Spare 				 - INAT1

1            0 			National Network 			 - NATO

1            1 			Reserved for National use 		  - NAT1

where bits A and B are not presently used, ie spare.

e)           The next three bits shall determine the operator in the areas, ie 001 Telkom, 010

MTN. The remaining four combinations will be reserved for future

operators/services.

f)            The next four bits can determine the switching unit (a maximum of 15).

g)           The last three bits will be, by default, set to zero until such time as their use is

required.

3.6.3.4 

it is possible for signalling points in different telecommunications

systems to have the same OPC and DPC numbers, ie PSTN and

PLMN, but the difference is shown in NAT code in the Sub-Service

Field of the Service Information Octet.

9.

Appendix 5

CELLULAR OPERATOR FIXED LINK SPECIFICATIONS AND

PROCEDURES (INTRA AND INTER PLMN)

CONTENTS

1. 	TECHNICAL SPECIFICATION

2. 	PROVISIONING PROCEDURE

3. 	OPERATION AND MAINTENANCE PROCEDURE

4.	TRANSMISSION FIXED LINK TESTING AND COMMISSIONING PROCEDURE

2.

1.0	Technical Specifications

1.1	General

The Recommendations made by the International Telegraph and Telephone

Consultative Committee (the CCITT) of the International Telecommunication Union

(ITU) or as adapted in Telkom Specification Number 7 Chapter 9 for Inter-Register and

Line Signalling (R2 MFC), Chapter 12 for Interfacing between Equipment Types, and

Chapter 37 for Common Channel Signalling System Number 7 (CCS 7) provide the

framework for adherence to the standards contained therein. MTN and Telkom are

committed to conform wherever practicable with the CCITT and ETSI GSM/DCS 1800

Recommendations and the Telkom Specification Number 7 as amended and revised

from time to time. The present form of reference will be the CCITT recommendations

as published in the CCITT Blue Book (the recommendations endorsed by the 1988

Plenary Assembly) and the Grey Book Recommendation Q767 as amended by the

White Papers (published subsequent to the 1992 Plenary Session).

Notwithstanding the above recommendations, for Calls that are originated in one

Telecommunications Network and terminated in another, the originating

Telecommunications Network will be entitled to block backward signals that modify

the originating tariff structure. Such backward signals will be discarded and the Call

will be force released.

1.1.1	Safety (Dangerous Voltages)

In order to protect personnel and equipment on both sides of the interface it is

necessary to provide protection against the transmission of dangerous voltages

across the interface (see 1.2).

For equipment which uses or generates excessive voltages, a barrier shall be

provided to protect the interface from those voltages.

1.2	Physical Interface

The physical interface between the PLMN and the PSTN Systems shall be 120 ohm

balanced termination provide by means of a twisted pair terminated on 10 pair Krone

3.

insulation displacement terminating blocks. A loss of 6dB is supported for both

termination types.

1.3	Electrical Interface

1.3.1	Input and Output

The electrical interface shall conform to CCITT Recommendation G. 703 for twisted

pairs at 2048 kbit/s. The input impedance of 120 Ohm balanced is required. The

output impedance is approximately 20 Ohms as specified in G. 703. This is necessary

to meet the required pulse shape masks.

1.3.2	Attenuation

The attenuation of the interconnecting cable (including any digital distribution frame or

interconnecting equipment) shall not exceed 6dB at 1024 kHz.

1.3.3	Interference

Both input ports shall tolerate, without error, interference from a non-synchronous

standard test signal (CCITT Recommendation 0. 151) at a level 18dB lower than the

wanted signal.

1.3.4	Multiplex Characteristics

The multiplex structure shall be in accordance with CCITT Recommendation G. 732,

and Recommendation G. 704 and G. 705 and Q. 501 - Q. 517-for operation involving

digital exchanges.

1.4	SIGNALLING

Chapter 5 of Recommendation G. 732 applies.

1.4.1	Wander and Jitter

Maximum jitter at output ports immediately preceding digital switching as per CCITT

Recommendation G. 823 (1984) paragraph 2 shall apply.

4.

Jitter and wander tolerance at input ports will be as per CCITT Recommendation

G. 823 (1984) for 2Mbit/s links on the PDH network and for links provided on copper

cables with regenerators. It should be noted that the ports should be able to tolerate a

frequency offset greater than 50ppm.

1.4.2	Time Slot Zero

Chapter 2 of Recommendation G. 732 applies. However, Telkom requires access to

any one of the spare five bits in the frame alignment word as control signals for

performance monitoring equipment and the application of loops for maintenance

purposes. It should be noted that Telkom monitoring equipment will insert CRC4

co-efficient into the appropriate bits of the CRC4 multiframe if this facility is not

provided by the terminal multiplexers. The spare bits of the CRC4 multiframe are

transmitted transparently. To allow these facilities a frame structure complying with

G. 704 is required and the use of an unframed 2Mbit/s link will not be acceptable as it

will prevent the previously mentioned monitoring.

1.4.3	Fault Conditions and Consequent Actions

The provisions of Recommendations G. 732, Q. 501 to Q. 517 shall be implemented by

the Parties.

1.4.4	Channel Time Slot Encoding

CHANNEL TIME SLOTS

The 64 kbit/s channel time slots comprising the 2048 kbit/s stream shall carry "A" law

encoded information as defined in Recommendation G. 711.

IDLE CHANNEL BIT PATTERN

The idle channel bit pattern in both directions shall be 01010100 (MSB at left hand

end) in accordance with paragraph 2. 4. 6 of Recommendation Q. 503 when the

interface is between digital exchanges.

5.

2.0	Provisioning Procedures

2.1 

Refer to the procedure described within clause 8 and 9 of the main body of

the Agreement.

2.2 

Preceding the placing of an order for a specified link, contact will be required

between Telkom and MTN for the purposes of carrying out detailed planning

and project management. Such detailed planning and project management

will involve the accommodation and location of Telkom transmission

equipment on MTN's premises and towers, the availability of dc and ac

power and the accessibility of the premises and towers for the installation of

equipment. At the time of placing an order, MTN shall indicate who the

contact person is, as well as provide contact information.

2.3 

From Telkom's side such contact will be done at Regional level by appointed

Regional co-ordinators.

2.4 

Where transmission equipment is to be located on MTN's premises or towers

for the purposes of providing a fixed link, such accommodation, the

necessary dc and ac power, a 3 ohm earth and lightning protection, for the

transmission equipment, must be made available at least (60 Days prior to the

date the fixed link is required to be in service, and at no cost to Telkom. In

addition, MTN must ensure that Telkom personnel have full accessibility to

the site as from the date that the order for a specified link is placed.

2.5 

Accommodation at MTN's premises or towers, for the location of

transmission equipment for the purposes of providing a fixed link, must be

based on Telkom's Technical Instruction H1041, Installation of PCM

Equipment at Customers Premises.

2.6 

For the purposes of long term planning within Telkom, MTN must provide

Telkom with its two year forecast for specified link requirements on the first

working day of each calendar year. Such information, which must be

forwarded to the Telkom appointed person, must include the quantity and

point to point location of specified links, as well as an as accurate as possible

indication of the month within a particular year that such specified links will be

required.

6.

3.0	Operations and Maintenance Procedures

3.1	Reporting of Faults

Service problems related to the transmission links provided to MTN shall be reported

to Telkom's ISD as described in Appendix 3. Telkom and MTN's ISD shall also be

timeously informed of planned outages on transmission links and both Parties shall

agree upon a suitable time and the expected duration of such an outage. The Telkom

ISD will report faults proven into the transmission links to the responsible transmission

maintenance section of Telkom according to internal fault reporting procedures.

Recurring Faults

In the case of recurring or intermittent faults, the Parties will undertake all reasonable

measures to find and clear the fault by means of special investigations and permanent

monitoring of the relevant circuits.

3.2	Access to PLMN sites housing transmission line terminating equipment

When faults on the transmission links to PLMN sites are reported, MTN must provide

access or assistance to Telkom maintenance personnel at these sites during testing

and repair of the fault. Telkom cannot be held responsible for outages due to a lack of

reasonable access or assistance at PLMN sites.

3.3	Escalation procedures

In all cases of outages on transmission links provided to MTN, the escalation

procedure as agreed upon in the network contract and escalation procedure

document is applicable.

3.4	After Hours Repair Service

The same fault reporting procedure as described above will also be followed after

hours. An additional fee, as published from time to time by Telkom, will be charged for

after hours repairs. There will be no additional charge for faults reported after hours,

but repaired during normal hours.

The after hours repair service will be rendered during the following hours:

Mondays to Fridays 			: 		from 17: 00 until 7: 30 the next day.

Weekends 			 : 		 from Fridays 17: 00 until 7: 30 on Mondays.

Public holidays 			 : 		 from 17: 00 on the preceding working day

	    until 7: 30 on the next working day.

3.5	Operational Standards for Fixed Transmission Links

The Parties shall endeavour to adhere to the standards for the operation of the

transmission links provided to MTN as specified by CCITT Recommendation G. 821 or

subsequent recommendations that may become relevant provided they are mutually

agreed upon in writing between the Parties (i. e. M. 2100 series of CCITT

Recommendations).

Adherence to these standards is intended to ensure that the quality of Messages

passing between the PSTN and the PLMN and between the PLMN sites is such as to

afford satisfaction to the senders and recipients of those messages.

3.6	Service Levels on COFLs

3.6.1	Availability

When applying for COFLs MTN will specify one of three levels of availability i. e. 99. 5%,

99. 

     9%, or 99. 95% that will be assessed over a particular Accounting Period. The

availability figure will exclude failures that occur after hours if MTN does not make use

of the after hours repair service referred to in clause 3. 4, or when failures cannot be

repaired due to a lack of access or assistance at PLMN sites. A circuit is deemed to be

unavailable when there is either no data throughput for a period greater than 10

seconds or when the error ratio exceed 103 for more than 10 consecutive seconds.

The availability figure should not be used to assess the short term quality of the

COFLs.

Until such time that the availability can be measured continuously with dedicated

surveillance equipment, the availability for the routes will be calculated by using the

time from when a fault is reported to the Telkom ISD to when it is cleared. Only faults

due to failures of Telkom equipment or Telkom working party involvement or 50% of

the outage time due to faults which are cleared as "no fault found", will be taken into

account when calculating route availability.

The service level or availability will be calculated per route.

For the purpose of determining installation and rental fee discounts on COFLs and the

determination of service levels on such COFLs a route is defined as a group of

2 Mbit/s systems used to connect 2 elements within the same Telecommunications

Network or between 2 elements in different Telecommunications Networks

notwithstanding the physical routing of the systems. Further, in the case of 1 MSC

connected to multiple POIs, such POIs will be considered to be 1 element.

4.0	Transmission Fixed link Testing and Commissioning Procedures

4.1	Introduction

This is a pre-service test program to ensure that the Parties agree on the acceptable

performance of the 2 MBit/s link before commissioning. The aim of this programme is

to determine the pre-service test points, types of tests to be performed and the

duration of the tests.

4.2	Digital Performance Parameters

The analysis outlined below has been based on CCITT Recommendations G. 821,

M. 550, M. 555 and M. 557.

4.2.1	Brief outline of the analysis used.

The Error Performance Objectives used for international ISDN connections, as defined

in G. 821, are the performance classifications of errored seconds (ES), severely

errored seconds (SES) an degraded minutes (DM).

These performance objectives are then apportioned according to the length of the

link, in order to obtain the acceptable performance limits, for an international digital

connection.

9.

The M. 550 Recommendation finds it more realistic to consider the error performance

of a system, as independent of the length but dependent on equipment density, and

recommends that the G. 821 performance objectives for international paths be

apportioned as detailed in 4. 2. 3 below.

4.2.2 

G. 821 Error performance Objectives for International ISDN Connections

Severely Errored Seconds (SES): 0. 1%

Errored Seconds (ES): 8%

Degraded Minutes (DM): 10%

4. 2. 3	National Networks Apportionment

'a

'a

D < =500 km 				2. 0%

500 km < D < =1000 km 			3. 0%

1000 km < D < =2500 km 		4. 0%

2500 km < D < =5500 km 		6. 0%

D > 5500 km 				8. 0%

4.3	Calculation Of Error Allocation

The error performance of the path is now defined by the Reference Performance

Objectives (RPO), which is the maximum permissible degradation allocation to each

parameter (ES, SES, DM), over a period of one month.

For example, for a National Primary Rate Digital Path (NPRDP) of 500 km;

RPO (ES)  =3. 0 % x 8 . 0%

RPO

 (SES)

 = 3. 0% x 0. 1 %

                 RPO

 (DM)

 = 3. 0% X 10. 0%

To minimise maintenance intervention, M. 550 recommends that an ageing margin of

0. 5 is introduced into the objectives, which now gives the Bring Into Service

Objectives (BISO).

BISO = 0. 5 x RPO x Time

10.

Where Time = duration of the test.

The Bring Into Service Objectives apply only to a monitoring period of one month or

more. In many cases this is impractical. In order to monitor the performance of the

system over a shorter period (e. g. 24 hours) and still be sure that the long term

objectives (BISO) will be met, two threshold levels, S1 and S2, are introduced.

The values of S1 and S2 are chosen so that if the measured performance of the link

over a 24 hours period is below the S1 value, then we can be 95% confident that the

long term objectives for the link will be met.

If, however, the measured performance of the link over a 24 hours period is above the

S2 value, then we can be 95% confident that the long term objectives will not be met.

S1 = BISO-2 BISO

S2 = BISO + 2 BISO

The Bring Into service Limits (BISL) of the link are determined for shorter periods of

time by;

BISL (ES) = BISO (ES) x TIME x S1

BISL(SES) = BISO (SES)x TIME  x S 1

BISL (DM) = BISO (DM) x TIME x S1

4. 4	Jitter

Jitter parameters will be measured according to G. 823, at a bit rate of 2 MBit/s.

The tests involved are input jitter tolerance (limits are given in Table 2 of

Recommendation G. 823), maximum output jitter in the absence of input jitter (limits

are given in Table 1 of G. 823) and the jitter transfer characteristics. All tests are done

on an end to end basis.

The Jitter at all interfaces must be measured and should conform with the maximum

permissible levels given in Table 1 of G 823.

4.5	Test Duration

All 2 MBit/s ports will be tested for 24 hours. Thereafter the first 2 MBit/s tributary on a

multiplexer will be tested for 24 hours to verify the basic transmission at tributary level.

The other tributaries will then be tested for a much shorter duration to verify continuity

and to check performance quickly.

4.6	Test Procedure

4.6.1 

Pre-service test points will be the test and patch frame associated

with Telkom equipment. The tests will be performed end to end with

the equipment in a 120 ohm terminated mode using a

pseudo-random sequence according to CCITT Recommendation

Q.151.

4.6.2 

Both error performance and jitter performance tests will be carried

out as indicated above.

4.6.3 

The test parameters will be according to the relevant CCITT

Recommendations. 4. 6. 4 The duration of the tests will be as

indicated above.

4.6.5 

All test equipment employed will meet the relevant CCITT

Recommendations.

4.6.6 	Documentation of results.

12.

APPENDIX 6

A. 

INTERCONNECT FEES - NATIONAL CALLS ORIGINATING ON THE PLMN

AND CONVEYED ON THE PSTN (vide 5. 2. 1)

Rate Group 1

 Rate Group 2

 Rate Group 3

       Monday to Friday

 07:00 - 18: 00

      Monday to Friday

 08:00 - 20: 00

           Saturday

   07: 00 - 13: 00

      Monday to Friday

    20:00 - 07: 00

          Saturday:

    00:00 - 07: 00

   Saturday 13:00 - Monday 07:00

0. 21 Rands per minute

0. 14 Rands per minute

0. 10 Rands per minute

B. 

DISCOUNTS ON INTERCONNECT FEES (NATIONAL CALLS) (vide 5. 2. 5)

Total annual amount payable to Telkom

by MTN (calculated from 1 June 1994) for

National, International, TBVC and

Community Service Calls

R0 - 7, 5 Million

R7, 5 Million  - R 1 5 Million

R15 Million - R30 Million

R30 Million - R40 Million

R40 Million +

Discount on Interconnect

Fees referred to in 5. 2. 1 of

main body of Agreement

0%

2,5%

5%

10%

12,5%

C. 

INTERCONNECT FEES FOR THE CONVEYANCE BY TELKOM OF

INTERNATIONAL CALLS ORIGINATING ON THE PLMN (vide 5. 3. 1)

Interconnect fee per minute =

Telkom Unit Charge x 0. 83 x 	                                                                    60                                                           

Duration in seconds of metering period at applicable International rate

D. 

INTERCONNECT FEES FOR THE CONVEYANCE OF INTERNATIONAL

CALLS DESTINED FOR THE PLMN (vide 5. 3. 2)

Interconnect fee per minute = R0. 21

2.

APPENDIX 7

Refer to accompanying pdf document for Tarrifs

2. 

Discounts on the C tariff referred to in this Appendix 7.

NUMBER OF 2 MBIT/S COFLS

PER ROUTE

1

2 - 4

5- 10

11 - 16

DISCOUNT ON RENTAL(SERVICE

LEVEL GREATER THAN 99, 95%)

0%

7, 5%

10%

12,

 5%

For the purpose of determining installation and rental fee discounts on COFLs and the

determination of service levels on such COFLs a route is defined as a group of 2 MBit/s

systems used to connect 2 elements within the same network or between 2 elements in

different networks notwithstanding the physical routing of the systems. Further, in the case of

1 MSC connected to multiple POIs, such POIs will be considered to be 1 element.

and B tariff for those links which terminate on an alternate exchange as

these links will cross exchange boundaries.

4. 

COFL G703 interfaces will be provided up to MTN's indicated distribution frame

at no further charges than those indicated in the schedule, provided that all

ducting should be done by MTN.

3.

Interconnect

Agreement

Amendment

No. 1.

AMENDMENT AGREEMENT NO 1

ENTERED INTO BETWEEN

TELKOM SA LIMITED

("TELKOM")

and

MOBILE TELEPHONE NETWORKS (PROPRIETARY) LIMITED

("MTN")

and

VODACOM (PROPRIETARY) LIMITED

( " VODACOM " )

(jointly "the Parties")

T he Parties hereby agree to amend the interconnection Agreement entered into on the

one hand between Telkom and MTN ("the MTN Interconnection Agreement") and the

Interconnection Agreement on the other hand between Telkom and Vodacom ("the

Vodacom Interconnection Agreement") both on 16 February 1994 (jointly "the

Interconnection Agreements") as follows:

1 	By the substitution of the words "Vodacom Group (Pty) Ltd" wherever it

appears in the Interconnection Agreements with "Vodacom (Pty) Ltd".

2 	By the deletion of clause 7 in the Table of Contents of the Interconnection

Agreements and the substitution thereof with the following:

"7.	Exclusivity and service levels"

3 	By the deletion of the heading to clause 7 in the main body of the

Interconnection Agreements and the substitution thereof with the following:

"7. 	Exclusivity and service levels"

4 	By the deletion of clause 7. 2 in the Interconnection Agreements and the

substitution thereof with the following:

4. 1 	In The MTN Interconnection Agreement:

4.1.1 

"7. 2 Where Telkom does provide Fixed Links To MTN pursuant to This Part

II of The Agreement, then the Link Charges payable by MTN To

Telkom in respect Thereof will be as provided for in 10, such Fixed

Links shall Then be referred to as COFLs and the principles,

procedures and Conditions in respect of the service levels pertaining

to COFLs as set out in Appendix 8 shall apply. "

4.2	In the Vodacom Interconnection Agreement:

4.2.1	"7. 2 	Where Telkom does provide Fixed Links to Vodacom pursuant to this

Part II of the Agreement, then the Link Charges payable by Vodacom

to Telkom in respect thereof will be as provided for in 1 0, such Fixed

Links shall then be referred to as COFLs and the principles,

procedures and Conditions in Respect of the service levels pertaining

to COFLs as set out in Appendix 8 shall apply. "

5 	By the insertion of the words "and Surcharges" after the word "Charges" in

line 4 of clause 10. 1 of the Interconnection Agreements.

6 	By the insertion of the words "and Surcharges" after the words "installation

        charges" in line 1 of clause 10. 4. 1 of the Interconnection Agreements.

By the deletion of clause 11. 6 in the lnterconnection Agreements in its

entirety.

By the deletion of clause 4. 2. 1 of Appendix 2 to the Interconnection

Agreements in its entirety and the substitution thereof with the following:

"The provisions of Appendix 8 shall apply to POILs".

By the deletion of clause 2. 4 in the Contents of Appendix 4 to each of the

Interconnection Agreements in its Entirety and the substitution thereof with:

"2. 4 SECURITY REQUIREMENTS. "

10          By the deletion of the heading to clause 2. 4 of Appendix 4 to the

 Interconnection Agreements and the substitution thereof with the following:

"2. 4 Security Requirements. "

11         By the deletion of the second and third paragraphs under clause 2. 4 of

Appendix 4 to the Interconnection Agreements, such clauses starting with the

words "Telkom undertakes that the " and ending with the words "

discussed between the Parties. "

7

8

9

12 	By The deletion of clauses 3. 1, 3. 2, 3. 3 and 3 4 of Appendix 5 TO the

Interconnection Agreements in their entirety.

13 	By the deletion of clause 3. 6 of Appendix 5 to the Interconnection

Agreements in its entirety.

14 	By the deletion of Appendix 7 to the Interconnection Agreements in its

entirety.

15 	By the annexure to each of the Interconnection Agreements of a new

Appendix 7 which is annexed to this Amendment Agreement No 1, marked

"A" in the case of the MTN Interconnection Agreement and "B" in the case

of the Vodacom Interconnection Agreement, and initiated by the Parties.

16 	By the annexure to each of the Interconnection Agreements of a new

Appendix 8 which is annexed to this Amendment Agreement No 1, marked

"C" in the case of the MTN Interconnection Agreement and "D" in the  c a s e

of the Vodacom Interconnection Agreement, and initialled by the Parties.

The Parties agree that this Amendment Agreement No 1 will enter into force on the

1st day of the calender month after the month in which the Postmaster General

approves this Amendment Agreement No 1.

SIGNED AT  Pretoria ON THIS 22nd  DAY OF August 1996

AS WITNESSES:

1......./S/........................

..................................

for TELKOM SA LIMITED

SIGNED AT PRETORIA

AS WITNESSES:

.............................

ON THIS  21st   

DAY

 OF AUGUST  

1996

for MOBILE-TELEPHONE NETWORK

(PROPRIETARY) LIMITED

SIGNED AT PRETORIA  ON THIS  21st DAY OF  AUGUST     1996

AS WITNESSES:

1.....................................

2....................................

for VODACOM

(PROPRIETARY) LIMITED

1

2

APPENDIX 7

TARIFFS, DISCOUNTS AND SURCHARGES FOR COFLs

CONTENTS

1. 	LINK CHARGES

2. 	DISCOUNTS AND SURCHARGES ON. LINK CHARGES

3. 	EXPLANATORY NOTES ON COFL TARIFFS

 	Refer to the accompanying pdf document for the Tariffs, Discounts

                and Surcharges for COFL's

2.	DISCOUNTS AND SURCHARGES ON THE LINK  CHARGES

2.1  		 

Discounts on me A and B  Tariffs referred to in clause 1 hereof

NUMBER OF 2 M3I7/S COFLS PER ROUTE

1ST COFL

2ND, 3RD AND 4TH COFL

5TH AND SUBSEQUENT TO 64TH COFLS

DISCOUNT ON INSTALLATION CHARGE

0%

2 5 %

NUMBER OF

2 MBIT/S

COFLS PER

ROUTE

1

2 - 4

5 - 1 6

17

 - 64

DISCOUNTS ON

RENTAL BASED

ON SERVICE

LEVEL OF 99. 3%

5%

10%

12.

 5%

1 5 %

DISCOUNTS ON

RENTAL BASED

ON SERVICE

LEVEL OF 99. 5%

0%

7. 

5%

10%

12.

 5%

DISCOUNTS ON

ON SERVICE

LEVEL OF

99 9%

0%

0%

2.

5%

5 %

DISCOUNTS ON

RENTAL BASED

ON SERVICE

LEVEL OF

9 9 . 9 5 %

0%

0%

0%

0%

2.2 

Discounts on the C tariff  referred to in clause 1 hereof

NUMBER OF 2 MBIT/S COFLS PER

ROUTE

1

2 - 4

5 - 1 0

1 1  - 1 6

DISCOUNT ON RENTAL BASED ON

SERVICE LEVEL OF 99.  9 5 %

 0%

7.

5%

10%

12.

5

 %

2.3 

Surcharges on the A end B tariffs referred to in clause 1 hereof

NUMBER OF 2

MBIT/S COFLS

PER ROUTE

1ST COFL

2ND, 3RD AND

4TH COFL

5TH AND

SUBSEQUENT

TO 64TH COFLS

SURCHARGE ON

INSTALLATION

BASED ON

SERVICE LEVEL

OF

 99.

 3%

0%

0%

0%

SURCHARGE ON

INSTALLATION

BASED ON

SERVICE LEVEL

OF 99.5%

0%

0%

0%

SURCHARGE ON

INSTALLATION

BASED ON

SERVICE LEVEL

OF 99.9%

 75%

0%

0%

SURCHARGE

ON

INSTALLATION

BASED ON

SERVICE LEVEL

OF 99.95%

7 5 %

0%

0%

30%

RENTAL  

BASED

NUMBER OF 2

MBIT/S

COFLS PER

ROUTE

1

2

  - 4

5 - 1 6

1 7 - 6 4

SURCHARGE ON

RENTAL BASED

ON SERVICE

LEVEL OF 99.3%

0%

0%

0%

0%

SURCHARGE ON

RENTAL BASED

ON SERVICE

LEVEL OF 99.5%

0%

0%

0%

0%

SURCHARGE ON

RENTAL BASED

ON  S E R V I C E

LEVEL OF 99.9%

7 5 %

0%

0%

0%

S U R C H A R G E ON

RENTAL BASED

ON  S E R V I C E

LEVEL OF

9 9 . 9 5 %

7 5 %

0%

0%

0%

2.4 Surcharges on The C  T a r i f f referred 10 in clause 1 hereof

NUMBER OF 2 MBIT/S

COFLS PER ROUTE

1

2 - 4

5 - 1 0

1 1 - 1 6

SURCHARGE ON

RENTAL FOR SERVICE

LEVELS 99.3% AND

99.

5%

0%

0%

0%

0%

SURCHARGE ON RENTAL

FOR SERVICE LEVELS

99.9% AND  9 9 . 9 5 %

7 5 %

0%

0%

0%

2.5 

For the purpose of determining installation and rental fee discounts on COFLs

and the determination of service levels on such COFLs a route is defined as a

group of 2 Mbit/s systems used to connect 2 elements within the same network

or between 2 elements in different networks notwithstanding the physical

routing of the systems. Further, in the case of 1 MSC connected to multiple

POIs, such POls will be considered to be 1 element.

3.

3.

1

EXPLANATORY NOTES ON COFL TARIFFS

General

The rules and tariffs in this explanatory note to Appendix 7 are only applicable

to COFLs.

3.2 

COFLs between base stations and Base Station Controllers as well as Base

Station Controllers and the MSC's:

3.2.1 

Where base stations end base station controllers ore connected to one

another and are within 100 km of one another, then the B tariff will be

applied. The same tariffing procedure shall apply to COFLs between

base station controllers and MSC's within  1 0 0  km of one another.

3.2.2 

Where base stations and base  s t a t i o n controllers are connected to one

another end the distance is greater than 100 km from one another, the

A tariff will apply to the COFLs between the base  stations/ base station

controllers and their nearest Telkom switching  exchanges , as well as the

C  tariff for the radial distance between the two Telkom switching

exchanges . The same tariffing procedure shall apply to COFLs between

base station controllers and MSC's where the distance is greater than

100 km from one another.

3.2.3 

Where a daisy chain network is provided with up to four base stations

and each base station in the chain is within 100 km of the next base

station, then the B tariff will be applied. If there are base stations in the

chain further then 100 km from one another, then the A  t ariff will apply

to the COFLs between the base stations and their nearest Telkom

switching exchanges, as well as the C tariff for the radial distance

between the two Telkom switching exchanges. If the last base station

in the chain is within 100 km of the base Station controller or MSC,

then the B tariff will be applied. If the last base station in the chain is

further than 100 km from the base station controller or MSC, then the

A tariff will apply to the links between the base station controller/MSC

and their nearest Telkom switching exchanges, as well as the C tariff

for me radial distance between the two Telkom switching exchanges.

3.2.4 

Where the base station/base station controller/MSC equipment is

Situated on a Telkom switching exchange site and the A tariff and the

C tariff are applied to a specific route, the local end tariff (A tariff) will

be waived for that specific site, provided that Vodacom provides the

3.3.1 

The COFLs required by Vodacom for interconnection to the PSTN

(closest trunk exchange] from their MSC's will be split at Telkom's

discretion between various trunk exchanges for security routing as well

as for better traffic loading of the various trunk exchanges. Vodacom

will be charged the A tariff for these COFLs.

3.3.2 

Where Vodacom requires COFLs for interconnection to, the PSTN at

distant trunk exchanges (e. g. Pietersburg) then Vodacom will be

charged the tariff from its MSC to the nearest Telkom switching

exchange, as well as the C tariff for the radial distance between the

Telkom switching exchange and the distant trunk exchange.

3.3.3 

Where the MSC equipment is situated on a Telkom switching exchange

site and COFLs are required by Vodacom for interconnection to the

PSTN (closest trunk exchange), these COFLs will be split at Telkom's

discretion between various trunk exchanges for security routing as well

as for better traffic loading of the various trunk exchanges. Vodacom

will be charged the A tariff for these COFLs except for those COFLs that

terminate on a trunk exchange on the same site as the MSC where the

A tariff is waived in which case the cable needed for the connection to

the transmission systems or exchange part should be provided By

Vodacom.

cable needed for. the connection to the transmission equipment

3.3       COFLs between MSC's and Telkom exchanges for interconnection to the PSTN

3.3.4 

Where Vodacom requires links for interconnection to the PSTN and

request physical redundancy by alternate exchanges, then  V o d a c o m will

be charged the A tariff for those links which terminals on the Closest

trunk exchange and B tariff for those links which terminate on an

alternate exchange as These links will cross exchange boundaries.

3.4 

COFL G703 Interfaces will be provided up to Vodacom's Indicated Distribution

frame at no further charges than those Indicated in the schedule, provided that

all ducting should be done by Vodacom.

APPENDIX 8

PRINCIPLES, PROCEDURES AND CONDITIONS IN RESPECT OF SERVICE LEVELS

FOR CELLULAR OPERATOR FIXED LINKS (COFLs)

CONTENTS

1. 	INTRODUCTION

2. 	DEFINITIONS

3. 	SERVICE LEVELS

4. 	MINIMUM CONFIGURATION FOR COFLs

5. 	MEASUREMENT OF SERVICE LEVELS

6. 	PENALTIES AND INCENTIVES

7. 	FAULT HANDLING AND RECTIFICATION PROCEDURES

8. 	TELKOM INTERCONNECT SERVICE DESK (ISD)

9. 	TARIFFS, DISCOUNTS AND SURCHARGES FOR COFLs

PRINCIPLES, PROCEDURES AND CONDITIONS IN RESPECT OF SERVICE LEVELS

FOR CELLULAR OPERATOR FIXED LINKS (COFLs)

1. 	INTRODUCTION

The Licence stipulates that Vodacom shall provide the Service at an availability of

at least 95% of the time. For Vodacom to meet this requirement, it is necessary

that COFLs be supplied and maintained at certain Service Levels ("the Service

Level/s"). This Appendix therefore addresses the principles, procedures and

conditions in respect thereof. Each Party undertakes to ensure that its own staff

adhere to the  a g r e e d principles, procedures and conditions laid down in this

Appendix. No provision of this Appendix shell in any way effect any of either

party's rights it has or may have by virtue of the provisions of the Agreement or

the Multiparty Implementation Agreement.

2.       DEFINITIONS

2. 1 

Cellular Operator Fixed Link (COFL)

A COFL (as defined in the Agreement) may consist of one or more point-to-

point links.

2. 2 

"Point-to-Point Link

A point-to-point link. is a point-to-point connection between 2. elements within

the same network or between 2 elements in different networks with a

transmission speed of at least 2 MBit/s.

A point-to-point link consists of one or more links (transmission)

  Refer to accompanying pdf document for point to point link diag

NE: = Network Element

LE = Line Equipment

MW = Microwave

2. 3        Network Element (NE)

              A network element is the equipment associated with the termination of a COFL, i.e. Telkom exchange, 

               Vodacom base station, Vodacpom MSC, etc

 2.4        Fault 

              A fault is an incident that will affect the availability of a COFL as spcified in clause 5.9 hereof

3. SERVICE LEVELS

3.1 

Telkom and Vodacom  a g r e e that me following Service Levels will be  a v a i l a b l e

for permanent service and temporary service COFLs requested by Vodacom

3.1.1 

Permanent Services

99. 95%

99. 90%

99. 50%

99. 30%

3.1.2 

T e m p o r a r y Services (as provided for in clause 11. 4 of the Agreement)

99. 50%

99. 30%

3.2 

The provision of COFLs at a specific Service Level is dependent on the

minimum configurations specified in clause 4 below.

3.3 

Service Levels are only applicable to COFLs that have undergone proper

acceptance testing to the satisfaction of both Parties as determined in clause 4

of Appendix 5. Existing COFLs will on the date that this Appendix enters into

force be deemed to have been properly tested and accepted.

3.4 

If difficulties arise due to travelling time from maintenance centres to Network

Elements, Telkom may determine that a Service Level of 99. 3% shall apply.

Vodacom may either accept or reject such determination. If rejected, a

Service Level of 99. 5% shall apoly. The agreement reached between the

Parties with regard to the application of a 99. 3% Service Level shall be in

writing.

3.5 

If Vodacom requests existing single COFLs with a Service Level of 99. 50% to

be ungraded to a Service Level of 99. 95% or 99. 9%, the installation times for

the additional equipment (links and/or protection switches as applicable), will

be increased from 90 days, as applicable in the Agreement, to 120 days

unless the parties  a g r e e otherwise in writing. If Telkom finds that it is not

feasible to install the additional equipment, Telkom will offer a Service Level of

99. 5%, provided that Telkom shall use it's best endeavours to provide the

higher Service Level as requested. The agreement reached between the Parties

with regard to the installation times and Service Level shall be in writing.

3.6 

If Vodacom requests new single COFLs at a Service Level of 99. 95% or

99. 9% and Telkom finds that it is not feasible to install the additional

equipment (links and/or protection switches as applicable), Telkom will oner a

Service Level of 93. 5%, provided that Telkom shall use it's best endeavours to

provide the higher Service Level as requested. The agreement, reached

between the Parties with regard to me Service Level shall be in writing.

3.7 

If Telkom finds that it is not feasible to provide the link  referred  to in

paragraphs 3. 5 and 3. 6 above at the service level requested by Vodacom,

and Vodacom does not accept the offer of a service level of 99, 5%, Telkom

shall within 5 Business Days of receiving such notice from Vodacom of

Vodacom's failure to agree, forward to Vodacom in writing a notice of its

unwillingness to provide the requested service level or, alternatively state the

conditions under which it would be so willing. Such conditions shall constitute

an offer, which Vodacom shall then be entitled to either accept or reject within

10 Business Days.

4. 

MINIMUM CONFIGURATIONS FOR COFLs

LE

NE

PSE

= Telkom Line Equipment

= Network Element

= Automatic 2 MBit/s Protection Switching Equipment

4.1 

Configuration for a Service Level of 99. 5% and 99. 3%

For a COFL ordered by Vodacom at a Service Level of 99. 5% or 99. 3%,

Telkom shall not be obliged to provide diversity in any form (equipment or

route) between two network elements.

route) between two network elements.

Refer to accompanying PDF document for COFL diag

COFLs

1

2-4

5-16

17-64

No of'

routes

1

1

1

1

No of

 point-to-

point links

1

2-4

5-15

17-654

4. 2 

Configuration for a Service Level of 99. 9%

For COFLs ordered by Vodacom at a Service Level of 99. 9%, Telkom shall

provide at least 2 point-to-point links with no route diversity, but with

automatic protection switching equipment and with transmission equipment

diversity. This configuration is only applicable where spare cable i. e. optic

fibre or copper is already available along the route.

Refer to accompanying PDF document for COFL diag

No

 of

COFLs

1

2-3

4-14

15-62

No of

routes

1

1

1

1

No of point-to-

point links

2

3-4

5-15

17-54

Protection

arrangement

(1/1)

(N/1)

      ( N/ 2 )

( N/ 2 )

N = Number of point-to-point traffic carrying links.

4. 3 

Configuration for a Service Level of 99. 95%

For a COFL ordered by Vodacom at a Service Level of 99. 95%, Telkom shall

provide at least 2 point-to-point links over 2 physically diverse routes with

transmission equipment diversity end automatic protection switching

equipment.

4. 3. 1 

Single COFL

Refer to accompanying PDF document for COFL diag

Refer to accompanying PDF document for COFL diag

4. 3. 2 

Two or more COFLs

The configuration depends on the number of physically diverse routes

available. A maximum of 3 physically diverse routes per group of

COFLs will be provided to keep the configuration manageable. The

choice between 2 or 3 physically diverse routes is a trade off between

transmission equipment and spectrum. The optimum cost solution, as

determined by Telkom, will be used.

Two physically diverse routes

b)

Three physically diverse routes

Refer to accompanying PDF document for COFL diag

No of COFLs

1

2

2-5

5-15

2

3-4

5-6

7-8

9-10

11-12

13-14

15-16

No of

routes

2

2

2

3

3

3

3

3

3

3

3

No of point-to-point

links

2

4

6-10

12-32

3

5-6

8-9

11-12

14-15

17-18

20-22

Protection

arrangement

(1/1)

( 1/ 1 )

(1 / 1)

( 1 / 1 )

( N / 1 )

( N / 2 )

(N / 3)

( N / 4 )

( N / 5 )

(N / 6)

(N / 7)

23-24

 (N / 8)

4.4

N = Number of point-to-point traffic carrying links.

Route Switching in Vodacom Equipment

If Vodacom decides to have route switching in its own equipment on 99. 95%

Service Level COFLs to save on point-to-point links between two Network

Elements, Telkom will remove/not install its protection switching equipment.

Telkom will still provide the COFLs over 2 or 3 physically diverse routes as

detailed in clause 4. 3 hereof and Vodacom shell not transmit more than 100 %

of the traffic capacity of the COFLs over the COFLs as ordered in accordance

with the table in clause 4. 3 hereof. The Service Level of the individual point-

to-point links in the COFLs will be 99. 5%. The tariffs for the COFLs will still

be charged at a Service Level of 99. 95% but Vodacom will receive a further

discount of 5% on the monthly rental for the COFLs in this case.

4.5 

Daisy Chains

Each of the COFLs connecting the Network Elements in a Daisy Chain

configuration shall be considered to have a Service Level of 99. 5%, unless a

Service Level of 99. 9% or 99. 95% is specifically requested for a specific

COFL in the Daisy Chain, in which event the specified Service Level shall apply

2

to That particular COFL only. Each COFL in The Daisy Chain must be provided

over diverse routes and diverse equipment from every other COFL in The Daisy

Chain, for reliability purposes. Any deviation from This rule must be negotiated

and agreed to in writing between the Parties.

Refer to accompanying pdf document for COFL diag

5.        MEASUREMENT OF SERVICE LEVELS

5.1 

Until such time as The availability can be measured continuously with

dedicated surveillance equipment, the measurement of Service Levels will be

based on the manual method of logging ell reported Faults at the Telkom ISD.

5.2 

The Service Level of COFLs will be measured in terms of the availability of

each individual COFL end will be assessed separately for each calender month.

5.3 

The Service Level will be measured per COFL irrespective of the number of

links used to provide the COFL.

5.4 

The first period of assessment of a newly installed COFL shell commence on

The first day of the calendar month in which the link is installed.

5.5 

The last period of assessment of a COFL cancelled by Vodacom shall end on

the last day of the last full calendar month during which such link effectively,

ceases to be in service.

5.6 

When a COFL has been upgraded to a higher service level, the availability of

such COFL shall continue to be measured in accordance with its former service

level until the last day of the calendar month during which such COFL was

upgraded and be measured in accordance with its new service level as from

the first day of the calendar month following such upgrade.

5.7 

When a COFL has been downgraded to a lower service level, the availability of

such COFL shell be measured in accordance with its new service level as from

the first day of the calendar month during which such COFL was downgraded.

5.8 

Where a number of COFLs are affected by the same Fault, the unavailable time

will be recorded against each individual COFL.

5.9 

Service Levels will be measured at both Vodacom's and Telkom's ISD by

logging unavailable time for each COFL on a monthly basis per calendar

month. These figures will be reconciled weekly. A COFL is deemed to be

unavailable when there is either no data throughput for a period greater than

10 seconds or when the  e r r o r ratio exceeds 103 for more than 10 consecutive

seconds.

5.10      Unavailable time is defined as the time from when a Fault is  reported to

Telkom's ISD to the time when the  service is restored , either by  repair of the

COFL or patching to an alternate link/s, and the Vodacom ISD has been

notified that the  service has been  restored .

For example, if a COFL had two outages of 60 and 15 minutes respectively

reported during a given month, the availability or  Service Level for that

month is calculated as:

Availability = 	[1 minus (total outage time in minutes divided by total

minutes in a month)] multiplied by 100

=            [1 -

 (75

 /

 (30

 x 24 x BO))] x

 100

=

     99. 83%

For practical purposes, all calculations will be based on a 30 day month,

irrespective of the actual number of days in a particular calendar month i. e.

Total minutes in month = 30 x 24 x 6O = 43 200.

5.11 

Allowable outage times per month for the Service Levels are  therefore

specified as follows:

Service Level

99. 95%

99. 90%

99. 50%

99. 

30%

Allowable

21.

 6

43.

 2

216.

 0

302.

 4

outage

minutes

minutes

minutes

minutes

time

per

per

per

per

per

 month

month

month

month

month

5.12 

the availability figure will exclude the following times:

a)       Elapsed time from when the Fault is reported to the Telkom ISO after

hours until the start of the following Business Day if Vodacom elects not

to make use of Telkom's after hours repair service.

b)       The time lost in the case where repairs are started during normal hours,

stopped after hours end resumed the following Business Day with the

consent of Vodacom.

c)       The time lost when failures cannot be repaired due to a lack of  a c c e s s

to Vodacom sites and/or lack of assistance from Vodacom.

d)       The time lost due to Vocacom's ISD not being available to receive a

Fault clear report.

e)        The time lost due to planned outages (scheduled maintenance) as

provided for in clause 3.1.1.2 of Appendix 3 as well as planned outages

due to the relocation of COFLs on the same premises. Where the

planned outage time  e x c e e d s the agreed time frames, the extra time will

be  regarded as outage time to be added to the unavailability time of a

COFL unless Vodacom's ISD agrees to the extension of the planned

outage time. Where a planned outage time is requested less than 14

cays before the planned outage (unscheduled maintenance), the outage

time will be added to the unavailability time of a COFL unless the

Vodacom's ISD agrees to this short notice planned outage.

5.13 

Only Faults due to  failures of Telkom equipment or Telkom working  party

involvement or 50% of the  outage time due to Faults  cleared as "no Fault

found", will be  taken into account when Calculating individual COFL

availability.

5.14 

Clause 21 of the Agreement (Force Majeure) will be applicable to the repair

of Faults and the measurement of Service Levels.

6.         PENALTIES AND INCENTIVES

6.1 

Telkom will pay Vodacom a monthly penalty per COFL, as determined with

reference to the Table in clause 5.3 below, when the COFL's average

availability over a calendar month is below the agreed Service Level for that

COFL. The penalty is limited to a maximum of 100% of the monthly rental for

that COFL. The basic principle being that penalties may not exceed the actual

amount received by Telkom in payment for each COFL.

6.2 

Vodacom will pay Telkom a monthly incentive per COFL, as determined with

reference to the Table in clause 5. 3 below, when the COFL's average

availability over a calender month is above the agreed Service Level for that

COFL. The total monthly incentive for all COFLs leased by Vodacom is limited

to 100% of the total monthly penalties for all COFLs leased by Vodacom and

no accumulation of penalties/incentives will take place from one month to the

    next.

6.3 

The following penalties/incentives per COFL will be payable by the Parties

when a COFL's average availability over a calendar month is below above the

agreed Service Level for that COFL:

Service

level

99.95%

99. 9 %

99.5%

99.3%

Penalty per minute when

below Service Level

R20.00

R12.50

R 5.00

R 5.00

Incentive per minute

above Service Level

R2.

 22

R1.

 38

R0.

 40

R0.   275

when

7.       FAULT HANDLING AND RECTIFICATION PROCEDURES

7.1 

Reporting of Fault

All Faults relating to COFLs shall be reported to Telkom's ISO as described in

Appendix 3. The Telkom ISD will report Faults relating to the Telkom network

to the relevant maintenance sections of Telkom according to internal fault

reporting procedures.

Only Faults in the Telkom network may be reported to the Telkom ISD Where

reported Faults are proven by Telkom to be in the PLMN, a Fault location fee

of R150. 00 will be charged by Telkom. Where Faults are  referred back to

Vodacom by Telkom, but proven to be in the Telkom  n e t w o r k , a fee of

R150. 00 will be charged by Vodacom.

7.2 

After Hours Repair Service

After hours Fault reports will also be handled by the ISO. An additional  f e e of

R640. 00, provided that Vodacom  a c c e p t s the charge on each occasion, will be

charged for after-hours  repairs. Only one after hours call-out fee, regardless of

the number of Telkom personnel involved, will be charged per single fault

reported to The Telkom ISO after hours.

The after hours repair service will be rendered during the following hours:

Mondays to Thursday's  	    from 17: 00 until 07: 30 the next day.

Weekends

 from Fridays 1 5: 30 until 07: 30 on Mondays.

Public holidays

from 17: 00 on the preceding Business Day

until 07: 30 on the next Business Day.

7. 3 

Recurring Faults

For the purpose of this Appendix, a Recurring Fault is defined as an instance

where 3 Faults are reported on the same COFL within a sliding period of 3

months. In the case of a Recurring Fault, Telkom will take all reasonable

measures to find and clear the Fault by means of special investigations with

the view to repair, re-route or provide a temporary alternate link, if possible, to

planned.

7.4 

Access to Vodacom Sites Housing Transmission Line Terminating Equipment

When Faults on the COFLs at Vodacom sites are reported, Vodacom shall

provide access and/or assistance to Telkom maintenance personnel at these

sites during testing and repair of the Fault.

7.5 

General Escalation Procedure

A general escalation procedure, a copy of which shall be furnished by both

Parties upon request, will be established for all operation and maintenance

activities and will contain contact telephone numbers that will be updated as

and when changes occur.

7.6 

Escalation Procedures within Telkom

7.6.1 

A COFL with a Service Level of 99. 95%, which is unavailable for longer

than 60 minutes, will be classified as a catastrophic failure and

escalated to the area manager: network business unit. A COFL with a

Service Level of 99. 95%, which is unavailable for longer than 216

improve the quality of service.Telkom will report back to Vodacom within 24

hours of a Fault being identified as a Recurring Fault and provide information

on the possible cause of the Fault and the remedial action that is being

minutes, will be  escalated to the  executive:  Delivery  ( network  business

unit).

7.6.2 

The above  escalation  procedure will also  apply to COFLs with  Service

Levels of 99. 5% when:

a)          an upgrade of a single COFL from 93. 5% to 99. 95% is not

achieved by Telkom within 120  d a y s - a f t e r the receipt of an official

request from  V o d a c o m for such an upgrade, or when both Parties

agree that it is not feasible to install the additional equipment, as

provided for in clause 3. 5 hereof.

b)          both Parties agree that it is not feasible to install the additional

equipment for a new single 99. 95% COFL, as provided for in

clause 3. 6 hereof.

8.           TELKOM INTERCONNECTION SERVICE DESK (ISO)

8.1 

This clause expands the responsibilities of the Telkom ISO, as defined in,

clause 2. 1 of Appendix 3, in order to facilitate the accurate recording of

availability end to provide efficient Fault restoration.

8 2 

Functions of the Telkom ISO

8. 2. 1 

Receive Fault reports from Vodacom, either directly or via nominated

Fault report points.

8.2.2 	Issue a unique reference number to Vodacom when a Fault is reported.

8.2.3 	Direct the localising of Faults.

8.2.4 

Control the return to service of COFLs after Fault clearance, routine

maintenance etc.

8.2.5 

Be familiar with the re-routing possibilities of any COFL under its

control.

8.2.6 

Advise Vodacom (or ensure it is done) of the  p r o g r e s s of Fault

clearance where appropriate i. e. in the case of lengthy outages.

8.2.7 	Advise Vodacom when the Fault has been rectified.

8.2.8 

Keep accurate records of COFL outages. Records should include (in

addition to information necessary for availability assessment), but not

be limited to:

a) 	Name of Vodacom representative who reported the Fault.

b)    	Unique  reference number.

c) 	Vodacom's description of the problem.

d)  	Date and time of all incidents/actions  related to a Fault.

e)  	Estimated time to repair .

f) 	Priority of The problem.

g) 	End-To end COFL  reference.

h) 	COFL outage time.

i) 	Location of the Fault.

j) 	Nature of the  Fault.

8.2.9 

Supply Vodacom with weekly Fault reports specifying the minimum

details as required in clause 8.2.8 hereof.

8.2.10 

Calculate and provide availability figures for all Vodacom COFLs for

each calendar month. The availability figures calculated by the Telkom

ISD and the Vodacom ISO will be compared weekly end reconciled.

8.2.11 

Analyse weekly, monthly and yearly failure statistics to produce

service performance reports in order to establish trends and determine

the general quality of service provided. This information will be used to

identify problem areas end where appropriate initiate escalation

procedures to rectify the problems.

9.0	TARIFFS, DISCOUNTS AND SURCHARGES FOR COFLs

All tariffs, discounts and surcharges relating to this Appendix 8 are set out in

Appendix 7.

	.

Interconnect

Agreement

Amendment

No. 2

AMENDMENT AGREEMENT NO 2

ENTERED INTO BETWEEN

TELKOM SA LIMITED

("TELKOM")

and

MOBILE TELEPHONE NETWORKS (PROPRIETARY) LIMITED

("MTN")

and

VODACOM (PROPRIETARY) LIMITED

("VODACOM")

(jointly "the Parties")

The Parties hereby agree to amend the Interconnection Agreement entered into on

the one hand between Telkom and MTN ("the MTN Interconnection Agreement") and

the Interconnection Agreement on the other hand between Telkom and Vodacom

("the Vodacom Interconnection Agreement") both on 16 February 1994 (jointly "the

Interconnection Agreements") as follows:

1 	By the deletion of Appendix 7 to the Interconnection Agreements in its

 entirety.

2 	By the annexure to each of the Interconnection Agreements of a new

Appendix 7 which is annexed to this Amendment Agreement No 2, marked

"A" in the case of the MTN Interconnection Agreement and "B" in the case

of the Vodacom interconnection Agreement, and initialled by the Parties.

3 	By the insertion of the following new clause in the Interconnection

Agreements, reading as follows:

3. 1 	In the MTN Interconnection Agreement:

3. 1. 1 	"10. 7 	Should MTN request Telkom to join, relocate, split or cut back

existing COFLs, whether such COFLs were procured as permanent

or temporary services, MTN shall pay to Telkom discounted Link

Charges as set out in Appendix 7. "

3.2	In the Vodacom Interconnection Agreement:

3.2.	"10. 7 	   Should Vodacom request Telkom to join, relocate, split or cut back

existing COFLs, whether such COFLs were procured as permanent

or temporary services, Vodacom shall pay to Telkom discounted Link

Charges as set out in Appendix 7. "

4 	By the insertion of the following new clause in the Interconnection

Agreements, reading as follows:

"1 0. 8 	   The provisions of clauses 8, 9, 10 and 11. 1 to 11. 3 shall mutatis

mutandis apply in respect of COFLs which are to or have been

joined, relocated, split, or cut back, provided that where a

discounted installation charge is payable in terms of Part 4 of

Appendix 7, no discounts in respect of installation charges as

provided for in clause 10. 2 shall apply. "

5 	By the deletion of clause 11. 5 in the Interconnection Agreements and the

substitution thereof with the following:

5.1 	In the MTN Interconnection Agreement:

5.1.1	"11. 5 	   The Parties shall negotiate with one another in good faith with a

view to reaching agreement between them in writing as soon as

reasonably practicable after the Signing Date on possible discounts

to be granted to MTN by Telkom in respect of any extended contract

period for COFLs. "

5.2 	In the Vodacom Interconnection Agreement:

5.2.1	"11.5 	  The Parties shall negotiate with one another in good faith with a view

to reaching agreement between them in writing as soon as

reasonably practicable after the Signing Date on possible discounts

to be granted to Vodacom by Telkom in respect of any extended

contract period for COFLs. "

SIGNED AT    PRETORIA      

/S/                         

/S/                         

/S/                         

/S/                         

/S/                         

/S/                         

/S/                         

/S/                         

/S/                         

ON THIS 22nd DAY OF AUGUST 2001

AS WITNESSES:

for TELKOM SA LIMITED

SIGNED AT  SANDTON

SIGNED AT SANDTON ON THIS 7th DAY OF JANUARY 1998

AS WITNESSES:

ON THIS 14th DAY OF  SEPTEMBER  2001

for MTN PTY) LTD

SIGNED AT  SANTON

AS WITNESSES:

AS WITNESSES

for VODACOM

(PROPRIETARY ) LIMITED

ON THIS 7th DAY OF  JANUARY  1998

for VODACOM

(PROPRIETARY) LIMITED

APPENDIX 7

LINK CHARGES, DISCOUNTS AND SURCHARGES FOR COFLs

CONTENTS

1. 	LINK CHARGES

2. 	DISCOUNTS AND SURCHARGES ON LINK CHARGES

3. 	EXPLANATORY NOTES ON LINK CHARGES

4. 	DISCOUNTED LINK CHARGES APPLICABLE TO THE JOINING, RELOCATING,

  SPLITTING OR CUTTING BACK OF COFLs

LINK CHARGES, DISCOUNTS AND SURCHARGES FOR COFLs

1.	LINK CHARGES

1. 1	Permanent services

Refer to accompanying pdf document for link charges table

1.2	Temporary services

Refer to accompanying pdf document for link charges tableaa

2. 	DISCOUNTS AND SURCHARGES ON LINK CHARGES

2.1	Discounts on the A and B tariffs  referred to in Part 1 of this Appendix 7

NUMBER OF 2 MBIT/S COFLS PER ROUTE

1ST COFL

2ND, 3RD AND 4TH COFL

5TH AND SUBSEQUENT TO 64TH COFLS

DISCOUNT ON INSTALLATION CHARGE

0%

25%

30%

NUMBER OF

2 MBIT/S

COFLS PER

ROUTE

1

2

 -4

5 -

 16

1 7 - 6 4

DISCOUNTS ON

RENTAL BASED

ON SERVICE

LEVEL OF 99. 3%

5%

10%

12.

 5%

15%

DISCOUNTS ON

RENTAL BASED

ON SERVICE

LEVEL OF 99. 5%

0%

7. 

5%

10%

12.

 5%

DISCOUNTS ON

RENTAL BASED

ON SERVICE

LEVEL OF 99. 9%

0%

0%

2. 

5%

5%

DISCOUNTS ON

RENTAL BASED

ON SERVICE

LEVEL OF 99. 95%

0%

0%

0%

0%

2.2	Discounts on the C tariff referred to in Part 1 of this Appendix 7

NUMBER OF 2 MBIT/S COFLS PER ROUTE

1

2 - 4

5 -

 10

11 - 16

DISCOUNT ON RENTAL BASED ON

SERVICE LEVEL OF 99. 95%

0%

7. 

5%

10%

12. 5%

2. 3 

        Surcharges on the A and B tariffs referred to in Part 1 of this Appendix 7

NUMBER OF 2

MBIT/S COFLS

PER ROUTE

1 ST COFL

2ND, 3RD AND

4TH COFL

5TH AND

SUBSEQUENT

TO 64TH COFLS

SURCHARGE ON

INSTALLATION

BASED ON

SERVICE LEVEL

OF 99. 3%

0%

0%

0%

SURCHARGE ON

INSTALLATION

BASED ON

SERVICE LEVEL

OF 99. 5%

0%

0%

0%

SURCHARGE ON

INSTALLATION

BASED ON

SERVICE LEVEL

OF 99. 9%

75%

0%

0%

SURCHARGE ON

INSTALLATION

BASED ON

SERVICE LEVEL

OF 99. 95%

75%

0%

0%

NUMBER OF 2

MBIT/S COFLS

PER ROUTE

1

2 - 4

5 - 1 6

1 7 - 6 4

SURCHARGE ON

RENTAL BASED

ON SERVICE

LEVEL OF 99. 3%

0%

0%

0%

0%

SURCHARGE ON

RENTAL BASED

ON SERVICE

LEVEL OF 99. 5%

0%

0%

0%

0%

SURCHARGE ON

RENTAL BASED

ON SERVICE

LEVEL OF 99. 9%

75%

0%

0%

0%

SURCHARGE ON

RENTAL BASED

ON SERVICE

LEVEL OF 99  9 5 %

75%

0%

0%

0%

2. 4 

Surcharges on the C tariff referred to in Part 1 of this Appendix 7

NUMBER OF 2 MBIT/S

COFLS PER ROUTE

1

2

 -4

5 -

 10

1 1 - 1 6

SURCHARGE ON RENTAL

FOR SERVICE LEVELS

99.

 3% AND 99. 5%

0%

0%

0%

0%

SURCHARGE ON RENTAL

FOR SERVICE LEVELS

99.

 9% AND 99. 95%

75%

0%

0%

0%

2.5 

For the purpose of determining installation and rental fee discounts on COFLs

and the determination of service levels on such COFLs a route is defined as a

group of 2 Mbit/s systems used to connect 2 elements within the same network

or between 2 elements in different networks notwithstanding the physical

routing of the systems. Further, in the case of 1 MSC connected to multiple

POIs, such POIs will be considered to be 1 element.

3.           EXPLANATORY NOTES ON LINK CHARGES

3.1 

General

The rules and Link Charges in this explanatory note to Appendix 7 are

applicable to COFLs.

3.2 

COFLs between Base Stations and Base Station Controllers as well as Base

Station Controllers and the MSCs:

3.2.1 

Where Base Stations and Base Station Controllers are connected to one

another and are within 100 km of one another, then the B tariff will be

applied. The same tariffing procedure shall apply to COFLs between

Base Station Controllers and MSCs within 100 km of one another.

3.2.2 

Where Base Stations and Base Station Controllers are connected to one

another and the distance is greater than 100 km from one another, the

A tariff will apply to the COFLs between the Base Stations/Base Station

Controllers and their nearest Telkom switching exchanges, as well as

the C tariff for the radial distance between the two Telkom switching

exchanges. The same tariffing procedure shall apply to COFLs between

Base Station Controllers and MSCs where the distance is greater than

100 km from one another.

3.2.3 

Where a daisy chain network is provided with up to four Base Stations

and each Base Station in the chain is within 100 km of the next Base

Station, then the B tariff will be applied. If there are Base Stations in

the chain further than 100 km from one another, then the A tariff will

apply to the COFLs between the Base Stations and their nearest Telkom

switching exchanges, as well as the C tariff for the radial distance

between the two Telkom switching exchanges. If the last Base Station

in the chain is within 100 km of the Base Station Controller or MSC,

then the B tariff will be applied. If the last Base Station in the chain is

further than 100 km from the Base Station Controller or MSC, then the

A tariff will apply to the links between the Base Station Controller/MSC

and their nearest Telkom switching exchanges, as well as the C tariff

for the radial distance between the two Telkom switching exchanges.

3.2.4 

Where the Base Station/Base Station Controller/MSC equipment is

situated on a Telkom switching exchange site and the A tariff and the

C tariff are applied to a specific route, the local end tariff (A tariff) will

be waived for that specific site, provided that Vodacom provides the

cable needed for the connection to the transmission equipment.

3.3 

COFLs between MSCs and Telkom exchanges for interconnection to the PSTN

3.3.1 

The COFLs required by Vodacom for interconnection to the PSTN

(closest trunk exchange) from their MSCs will be split at Telkom's

discretion between various trunk exchanges for security routing as we

as for better traffic loading of the various trunk exchanges. Vodacom

will be charged the A tariff for these COFLs.

3.3.2 

Where Vodacom requires COFLs for interconnection to the PSTN

distant trunk exchanges (e. g. Pietersburg) then Vodacom will

charged the tariff from its MSC to the nearest Telkom switching

exchange, as well as the C tariff for the radial distance between the

Telkom switching exchange and the distant trunk exchange.

3.3.3 

Where the MSC equipment is situated on a Telkom switching exchange

site and COFLs are required by Vodacom for interconnection to the

PSTN (closest trunk exchange), these COFLs will be split at Telkom's

discretion between various trunk exchanges for security routing as well

as for better traffic loading of the various trunk exchanges. Vodacom

will be charged the A tariff for these COFLs except for those COFLs

that terminate on a trunk exchange on the same site as the MSC where

the A tariff is waived in which case the cable needed for the connection

to the transmission systems or exchange part should be provided by

Vodacom.

3.4

3.3.4 

Where Vodacom requires links for interconnection to the PSTN and

request physical redundancy by alternate exchanges, then  V o d a c o m

will be charged the A tariff for those links which terminate on the

closest trunk exchange and B tariff for those links which terminate on

an alternate exchange as these links will cross  e x c h a n g e boundaries.

COFL G703 interfaces will be provided up to Vodacom's indicated distribution

frame at no further charges than those indicated in the schedule, provided that

all ducting should be done by Vodacom.

4. 

DISCOUNTED LINK CHARGES APPLICABLE TO THE JOINING, RELOCATING,

SPLITTING OR CUTTING BACK OF COFLs

In this Part 4:

"installation charge" refers to the installation charges provided for in Part 1

of this Appendix 7:

"Base Station" includes Base Station Controllers, Mobile Switching Centres

and/or hub nodes.

4. 1 

Discounted Link Charges for the joining of COFLs

Refer to accompanying pdf document for tables of discounted link 

charges for joining COFL's.

4.2	Discounted Link Charges for the relocating of COFLs

         Description

Relocation of COFLs on the

same premises (no additional

Telkom transmission

equipment required).

Relocation of COFLs to

different premises (additional

Telkom transmission

equipment required).

Relocation of COFLs to

different premises and

connection is provided by

means of a tie cable of up to

150 metres (no additional

Telkom transmission

equipment required).

   Installation

    R3 000. 00

     (Excl. VAT)

   per

    end.

   Full

    installation

   charge

   applicable.

     R3 000. 00

    (Excl. VAT)

    per

     end.

Rental

     Standard monthly

     rental will remain

    unchanged.

    Standard monthly  

    rental will be

    applicable from the

    time the work was

    completed.

    Standard monthly

    rental will be

    applicable from the

    time the work was

    completed.

   Outstanding rental  f o r original

   permanent COFL before its

   one year contract period has

   expired

    N/A

  Outstanding monthly rental

  will be waived. 

  Outstanding monthly rental

  will be waived.

4.3	Discounted Link Charges for the splitting of COFLs

     Description

   Splitting of a COFL on the

   same premises due to the

   insertion of a Base Station.

   Jumpering and cabling required

   (no additional Telkom

   transmission equipment

   required). (Figure 2)

   Splitting of a COFL on the

   same premises due to the

   insertion of a Base Station

   (additional Telkom

   transmission equipment

   required). (Figure 3)

  Installation

  R3 000. 00

  (Excl. VAT)

  per

   end.

  Half

  installation

  charge

  applicable

  per 

 end.

  Rental

  Standard monthly

  rental for 2 new

  COFLs (i. e. the

  existing COFL which

  was split into 2

  COFLs) will be

  applicable from the

  time the work was

  completed.

  Standard monthly

  rental for 2 new

  COFLs (i. e. the

  existing COFL which

  was split into 2

  COFLs) will be

  applicable from the

  time the work was

  completed.

  Outstanding rental for original

  permanent COFL before its

  one year contract period has

  expired

  Outstanding monthly rental

  will be waived.

Outstanding monthly rental

  will be waived.

4.4	Discounted Link Charges for the cutting back of COFLs

Refer to accompanying pdf document for COFL diagrams

Description

Installation

Rental

Outstanding rental for the

cancelled portion of original

permanent COFL before it's

one year contract period has

expired

Cut back of a COFL to new

premises due to the insertion

of a Base Station. Jumpering

and cabling required (no

additional Telkom

transmission equipment

required). (Figure 4)

R3

 000.

 00

(Excl. VAT)

per

 end.

Standard monthly

rental for 1 new

COFL (i. e. portion of

existing COFL which

was retained) will be

applicable from the

time the work was

completed.

Outstanding monthly rental

will be due on the cancelled

portion of the existing COFL.

The outstanding rental will be

calculated on the group radial

distance of the cancelled

portion of the existing COFL.

Cut back of a COFL to new

premises due to the insertion

of a Base Station (additional

Telkom transmission

equipment is required).

(Figure 5)

Half

installation

charge

applicable

per

 end.

Standard monthly

rental for 1 new

COFL (i. e. portion of

existing COFL which

was retained) will be

applicable from the

time the work was

completed.

Outstanding monthly rental

will be due on the cancelled

portion of the existing COFL.

The outstanding rental will be

calculated on the group radial

distance of the cancelled

portion of the existing COFL.

Refer to accompanying pdf document for COFL diags

Amendment 

Agreement 

No 3

AMENDMENT AGREEMENT NO 3

ENTERED INTO BETWEEN

TELKOM SA LIMITED

("TELKOM")

and

MOBILE TELEPHONE NETWORKS (PROPRIETARY) LIMITED

("MTN")

and

VODACOM (PROPRIETARY) LIMITED

("VODACOM")

(jointly "the Parties")

The Parties hereby agree to amend the Interconnection Agreement entered into on

the one hand between Telkom and MTN ("the MTN Interconnection Agreement")

and the Interconnection Agreement on the other hand between Telkom and

Vodacom ("the Vodacom interconnection Agreement") both on 16 February 1994

(jointly "the Interconnection Agreements") as follows:

By the insertion of the. following new definitions in the Interconnection

Agreements, reading as follows:

"2.1.60

"CPP Operator"

2.1.61

"CPP Service"

any person who is in the

business of providing a CPP

Service and who has an

agreement with Telkom;

a tone and numeric or alpha-

numeric Caller Pays Paging

(CPP) Service whereby a Call is

routed to a CPP Operator from

where Messages are conveyed

to Paging Terminal Equipment;

2.1.62	"Paging Terminal Equipment" 			 a paging terminal capable of

providing tones, numeric

characters or alpha-numeric

characters, which paging

terminal is connected to the

switching centre of a CPP

Operator. "

By the insertion of the following new clause 5. 2. 1. A in the MTN

Interconnection Agreement, reading as follows:

"5.2.1.A	                National Calls to CPP Services

5.2.1.A.1 	           Where a National Call originates on the PLMN and is made to a

number on the PSTN with the prefix 0880, such number having

been allocated for a CPP Service, MTN shall, in addition to the

amounts payable in terms of 5. 2. 1, pay to Telkom, acting as

agent for the CPP Operator/s, for each rate group specified in

Part E of Appendix 6, an amount calculated in accordance with

the following formula:

U =              L   x M

Where

U = 	            the amount in Rand to be paid to Telkom by MTN

for the rate group referred to in M in respect of a

particular Accounting Period; and

L = 	            the total duration in seconds of all Calls referred to

in this clause 5.2.1.A for such rate group in

respect of such Accounting Period; and

M = 	             the applicable per minute rate for a particular rate

group as specified in Part E of Appendix 6, as

amended from time to time in accordance with

5.2.1.A.4.

5.2.1.A.2	        The billing procedures set out in 6.1 and 6.3 up to and

including 6.12 shall mutatis mutandis apply to the additional

amounts payable in terms of this clause 5.2.1. A. In respect of

such billing procedures

5.2.1.A.2.1	       the accounting summary from MTN shall reflect Billing

Information, including amounts payable for the rate

groups contemplated in Part E of Appendix 6, separate

for each relevant CPP Operator;

     60

5.2.1.A.2.2	      'lnterconnect Fees' in 6.4 shall be read as referring to

the additional amounts contemplated in this clause

5.2.1.A.

5.2.1.A.3          In respect of the additional amounts payable by MTN to Telkom

in terms of this clause 5.2.1.A, Telkom shall allocate and make

payment of such amounts to  e a c h relevant CPP Operator

whose services are accessed by the prefix 0880 from the

PLMN.

5.2.1.A.4           Telkom may from time to time, following negotiations with the

CPP Operators, in writing notify MTN of a change to the value

of M as set out above. Upon receipt by MTN of the aforesaid

notice, Part E of Appendix 6 shall be deemed to be amended

accordingly, provided that the notified change to the value of M

does not:

5.2.1.A.4.1 	      exceed the amount per minute that Telkom pays over to

the CPP Operators for access to the CPP Services from

the PSTN; and

5.2.1.A.4.2 	      at the time of Telkom concluding negotiations with the

             relevant CPP Operators, exceed the then current value of

a factor which is greater than the percentage year

on year increase in the Consumer Price index for all

goods as published by the Department of Statistics from

  time to time

5.2.1.A.5 	         Changes to the value of M, notified by Telkom to MTN in

accordance with 5.2.1.A.4, shall become effective and be

implemented on the first day of the Accounting Period that

follows on the expiry of 28 days after the date of receipt by

MTN of the said notice.

5.2.1.A.6	            If for any reason whatsoever, Telkom gives MTN notice that

the agreement between Telkom and a particular CPP Operator

has come to an end, the provisions of this clause 5.2.1. A shall

terminate in respect of such CPP Operator as from the date

specified by Telkom in such notice. In the event of notification

as contemplated in this clause 5.2.1.A.6, the Parties shall have

no further recourse against one another, except for the

finalisation of billing procedures prior to the date of termination

as aforesaid. "

By the insertion of the following new clause 5.2.1.A in the Vodacom

Interconnection Agreement, reading as follows:

3

National Calls to CPP Services

5.2.I.A.I 	           Where a National Call originates on the PLMN and is made to a

number on the PSTN with the prefix 0880, such number having

been allocated for a CPP Service, Vodacom shall, in addition to

the amounts payable in terms of 5. 2. 1, pay to Telkom, acting

as agent for the CPP Operator/s, for each rate group specified

in Part E of Appendix 6. an amount calculated in accordance

with the following formula:

U = 	L x M

 60

Where

U = 	            the amount in Rand to be paid to Telkom by

Vodacom for the rate group referred to in M in

respect of a particular Accounting Period; and

L = 	           the total duration in seconds of all Calls referred to

in this clause 5.2.1. A for such rate group in

 respect of such Accounting Period; and

M = 	           the applicable per minute rate for a particular rate

 group as specified in Part E of Appendix 6, as

amended from time to time in accordance with

5.2.1.A.4.

5.2.1.A.2	         The billing procedures set out in 6.1 and 6.3 up to and

including 6.12 shall mutantis mutandis apply to the additional

amounts payable in terms of this clause 5.2.1.A. In respect of

such billing procedures

5.2.1.A.2.1 	       the accounting summary from Vodacom shall reflect

Billing Information, including amounts payable for the

rate groups contemplated in Part E of Appendix 6,

separate for each relevant CPP Operator;

5.2.1.A.2.2	      'Interconnect Fees' in 6.4 shall be read as referring to

the additional amounts contemplated in this clause

5.2.1.A.

5.2.1.A.3 	         In respect of the additional amounts payable by Vodacom to

Telkom in terms of this clause 5.2.1.A. Telkom shall allocate

and make payment of such amounts to each relevant CPP

Operator whose services are accessed by the prefix 0880 from

the PLMN.

5.2.I.A

5.2.l.A.4 	         Telkom may from time to time, following negotiations with the

CPP Operators, in writing notify Vodacom of a change to the

value of M as set out above. Upon receipt by Vodacom of the

aforesaid notice, Part E of Appendix 6 shall be deemed to be

amended accordingly, provided that the notified change to the

value of M does not:

5.2.1.A.4.1 	       exceed the amount per minute that Telkom pays over to

the CPP Operators for access to the CPP Services from

the PSTN; and

5.2.1.A.4.2 	       at the time of Telkom concluding negotiations with the

relevant CPP Operators, exceed the then current value of

M by a factor which is greater than the percentage year

on year increase in the Consumer Price Index for all

goods as published by the Department of Statistics from

time to time.

5.2.1.A.5	          Changes to the value of M, notified by Telkom to Vodacom in

accordance with 5.2.1.A.4. shall become effective and be

implemented on the first day of the Accounting Period that

follows on the expiry of 28 days after the date of receipt by

Vodacom of the said notice.

5.2.1.A.6 	         If for any reason whatsoever, Telkom gives Vodacom notice

"that the agreement, between Telkom and a particular CPP

Operator has come to an end, the provisions of this clause

5.2.1.A shall terminate in respect of such CPP Operator as from

the date specified by Telkom in such notice. In the event of

notification as contemplated in this clause 5.2.1.A.6, the

Parties shall have no further recourse against one another,

except for the finalisation of billing procedures prior to the date

of termination as aforesaid. "

By the annexure to each of the Interconnection Agreements of a new

Appendix 6 which is annexed to this Amendment Agreement No 3, marked

"A" in the case of the MTN Interconnection Agreement and "B" in the case

of the Vodacom Interconnection Agreement, and initialled by the Parties.

4

SIGNED AT    PRETORIA      

/S/                         

/S/                         

/S/                         

/S/                         

/S/                         

/S/                         

/S/                         

/S/                         

/S/                         

ON THIS 8th DAY OF JULY  1998

AS WITNESSES:

for TELKOM SA LIMITED

SIGNED AT  SANDTON

SIGNED AT SANDTON ON THIS 21st DAY OF JULY 1998

AS WITNESSES:

ON THIS 14th DAY OF  JULY 1998

for Mobile TELEPHONE NETWORKS

(PROPRIETARY) LIMITED

SIGNED AT  SANTON

AS WITNESSES:

AS WITNESSES

for VODACOM

(PROPRIETARY ) LIMITED

ON THIS 7th DAY OF  JANUARY  1998

for VODACOM

(PROPRIETARY) LIMITED

Appendix 6

A	INTERCONNECT FEES - NATIONAL  C A L L S ORIGINATING ON THE

   PLMN AND CONVEYED ON THE PSTN (vide  5 . 2 . 1 )

Rate Group 1

Rate Group 2

Rate Group 3

Monday to Friday

07:

 00 - 13: 00

Monday TO Friday

18:

 00 - 20: 00

Saturday

07:

 00 - 13: 00

Monday to Friday

20:

 00 - 07: 00

Saturday

00:

 00 - 07: 00

Saturday 13: 00 to

Monday 07: 00

0. 21 Rand per minute

0. 14 Rand per minute

0. 10 Rand per minute

DISCOUNTS ON INTERCONNECT FEES (NATIONAL CALLS)

(vide5. 2 5)

Total annual amount payable to Telkom by

Vodacom (calculated from 1 June 1994) for

National, International, T3VC and Community

Service Calls

R0 - 7, 5 Million

R7, 5 - 15 Million

R15 - 30 Million

R30 - 40 Million

R40 Million +

Discount on Interconnect

Fees referred to in 5. 2. 1

of main body of

Agreement

0%

2, 5%

5%

10%

12,

 5%

INTERNATIONAL CALLS ORIGINATING ON THE PLMN (vide 5. 3. 1)

Telkom

unit

charge

x   0.83            x

Duration in seconds of metering period

at applicable international rate

D	INTERCONNECT FEES FOR THE CONVEYANCE OF

INTERNATIONAL  CALLS DESTINED  FOR  THE  PLMN  (vide5. 3. 2)

Interconnect fee per minute = R0, 21

E            AMOUNTS  P A Y A B L E FOR CALLS DESTINED FOR CPP PAGING

SERVICES ON THE PSTN (vide 5. 2. 1. A)

Type of CPP Service

Alpha numeric

Tone and numeric

CPP Rate Group

Rate Group 1

Rate Group 2

Applicable hours

Mondays to Sundays

All

hours

Mondays to Sundays

All

 hours

Rate per minute

R1, 65

R0.

 57

C.	INTERCONNECT FEES FOR THE CONVEYANCE BY TELKOM OF

   60

AMENDMENT TO AGREEMENT

between

Telkom SA Ltd

and

MTN  (Pty) Ltd

hclb\g \TELKOM. INTERCONNECT_AMEND(01/08/21)

TABLE OF CONTENTS

1    RECORDAL 								2

2    INTERPRETATION AND DEFINITIONS 					2

3    INTERCONNECT RATE GROUPS 						3

4    CHARGES AND PAYMENTS 						3

5    DATE OF THIS AMENDMENT TO AGREEMENT 				15

6    SUSPENSIVE CONDITIONS 						15

7    WHOLE AMENDMENT 							16

hclb\g \TELKOM. INTERCONNECT_AMEND(01 /O8/21)

AMENDMENT TO INTERCONNECTION AGREEMENT

between

Telkom SA (Pty) Ltd

(hereinafter referred to as "Telkom")

and

Mobile Telephone Networks (Pty) Ltd

(hereinafter referred to as "MTN")

hclb\g: \TELKOM. INTERCONNECT_AMEND (01/08/21) 1

1 	RECORDAL

1. 1 

On 16 February 1994 MTN and Vodacom (Pty) Ltd

("Vodacom") respectively concluded Interconnection

Agreements with Telkom as well as subsequent

amendments thereto which Interconnection Agreements,

as amended, subsist.

1. 2 

The parties have agreed to amend the Interconnection

Agreement, as amended, subsisting between them ("the

Interconnection Agreement"), as set forth herein.

2 	INTERPRETATION AND DEFINITIONS

2. 1 

In this Amendment to Agreement all words and phrases

defined in the Interconnection Agreement shall bear

corresponding meanings unless the context otherwise

clearly indicates.

2. 2 

All amounts set out in this Amendment to Agreement are

exclusive of Value Added Tax.

hclb\g: \TElKOM. INTERCONNECT AMEND (01/08/21) 2

3	INTERCONNECT RATE GROUPS

The parties hereby agree that with effect from 1 November

2001 the following rate groups and time periods shall replace

those currently provided for in Part A of Appendix 6 to the

Interconnection Agreement and apply to all National Calls

originating on the PLMN and conveyed on the PSTN, all

National Calls originating on the PSTN and conveyed on the

PLMN and to all International Calls destined for the PLMN:

 Peak 		- 	07: 00 to 20: 00 Mondays to Fridays

 Off-peak 	- 		all other hours

4	CHARGES AND PAYMENTS

4.1		National Calls

4.1.1			National Calls originating on the PLMN

4.1.1.1 

The parties hereby agree that with effect from

1 November 2001:

hclb\g: \TELKOM. INTERCONNECT_AMEND (01/08/21) 3

4.1.1.1.1 

The following interconnect rates (as

referred to in "B" of the formula set out

in clause 5.2.1 of the Interconnection

Agreement) will be payable to Telkom by

Vodacom and shall replace those

provided for in Part A of Appendix 6 to

the Interconnection Agreement:

 Peak   -    R0, 21 (twenty one cents) per

minute

 Off-peak -   R0, 10 (ten cents) per

minute

4.1.1.1.2 

Save for the discount of 25% (twenty

five percent) in respect of Community

Service Calls which shall remain, the

discounts granted by Telkom to

MTN on the amounts payable by

MTN to Telkom in respect of

National Calls (as currently provided for

in clause 5.2.5.1 of the Interconnection

Agreement) shall no longer apply as from

1 November 2001.

hclb\g \TELKOM. INTERCONNECT_AMEND (01/08/21) 4

4.1.2		National Calls originating on the PSTN

4.1.2.1 

The parties hereby agree that with effect from

1 November 2001:

4.1.2.1.1 

The formula set out in clause 5.2.2 of

the Interconnection Agreement shall be

amended so as to equate "E" and "B"

and to remove all references to "C" and

"W".

4.1.2.1.2 

The following interconnect rates (as

referred to in "B" of the formula set out

in clause 5.2.2 of the Interconnection

Agreement) shall be payable to Vodacom

by Telkom:

 Peak - 	   R1, 23 (one Rand and twenty

three cents) per minute

 Off-peak - 	R0, 73 (seventy three

cents) per minute

hclb\g \TELKOM. INTERCONNECT_AMEND (01/08/21) 5

4.1.2.1.3 

Telkom shall maintain at least one retail

tariff offering to its customers connected

to automatic and to manual exchanges

for National Calls made to the PLMN

from within the Territory in respect of

which

4.1.2.1.3.1 

the nominal amounts it retains,

being the difference between the

published per minute retail tariffs

charged by it to its customers for

National Calls made to the PLMN

from within the Territory and the

interconnect rates payable to

Vodacom by Telkom (as set out in

clause 4.1.2.1.2), shall be no

greater than

 Peak - R0, 33 (thirty three cents)

per minute

 Off-peak - R0, 20 (twenty cents)

per minute

hclb\g \TELKOM. INTERCONNECT_AMEND (01/08/21) 6

4.1.2.1.3.2 

the sum of the nominal amounts it

retains and the interconnect rates

payable to MTN, as

aforementioned, shall constitute

Telkom's retail tariffs for such calls.

4. 1. 3 

Non-discrimination: Interconnect rates and retail

tariffs

4.1.3.1 			The parties hereby undertake

4.1.3.1.1 

not to discriminate against one another

as far as the provision of interconnection

is concerned;

4.1.3.1.2 

to treat one another no less favourably,

both in general and in particular as far as

interconnect rates are concerned, than

they treat other licensed providers of

public switched or public mobile cellular

telecommunication services; and

hclb\g: \TELKOM. INTERCONNECT_AMEND (01/08/21) 7

4.1.3.1.3 

that interconnect rates are not to exceed

retail tariffs for the provision of

equivalent services.

4.1.3.2 

Notwithstanding the provisions of clauses

4.1.1.1.1 and 4.1.2.1.2, neither Telkom nor

MTN shall with effect from 1 November

2001 be obliged to pay the peak interconnect

rates as provided for in clauses 4.1.1.1.1 and

4.1.2.1.2 should such rates exceed

4.1.3.2.1 

the peak interconnect rates, related to

the conveyance of all voice Calls,

provided to other licensed providers of

public switched or public mobile cellular

telecommunication services (excluding

interconnect rates related to the

conveyance of Community Service Calls,

or any other particular type of Call as

might be agreed between the parties); or

4.1.3.2.2 

relevant peak retail tariffs applying to all

voice Calls (excluding tariffs applying to

Community Service Calls, or any other

particular type of Call as might be agreed

between the parties).

hclb\g: \TELKOM. INTERCONNECT_AMEND (01/08/21) 8

4.1.3.3 

The relevant peak retail tariffs referred to in

clause 4.1.3.2.2, that are to be used for

comparative purposes, shall

4.1.3.3.1 

be the tariffs as published by the

particular party;

4.1.3.3.2 

be the tariffs applying to Calls made

during peak time, which for purposes

hereof is defined as 07: 00 to 19: 00

Mondays to Fridays (excluding public

holidays);

4.1.3.3.3 

be the minimum tariff that it is

theoretically possible for a customer to

pay for a one minute call. Such

 minimum tariff shall be calculated taking

into account the total actual cost to the

customer and shall include all obligatory

ancillary charges, which shall be

allocated in total to the peak tariffs

provided for in the tariff offering

(whether billed on a monthly, annual or

other timed basis);

hclb\g: \TELKOM. INTERCONNECT_AMEND (01/08/21)

4.1.3.3.4 

exclude all tariff offerings applying to

minutes of Calls as generated (calculated

per Accounting Period) in respect of

which the number of minutes is equal to

or less than 2% (two percent) of the

total number of minutes (calculated per

Accounting Period) of all National Calls

conveyed from the PSTN to the PLMN (in

respect of a Telkom tariff) or from the

PLMN to the PSTN (in respect of a

Vodacom tariff);

4.1.3.3.5 

exclude all tariff offerings which apply

for a period of 60 days or less;

4.1.3.3.6 

not be dependant on the manner in

which it may be packaged or whether

such tariffs are indicated as being

charged on per second or any other

unitized basis;

hclb\g: \TELKOM. INTERCONNECT_AMEND (01/08/21] 10

4.1.3.3.7 

in respect of MTN be the tariffs

applicable to Calls originating on the

PLMN and destined for either Vodacom's

PLMN or the PLMN of a similarly licensed

PLMN Operator, whichever is the lower;

and

4.1.3.3.8 

in respect of Telkom be the tariffs

applicable to Calls originating on the

PSTN and destined for either Telkom's

PSTN or the PSTN of a similarly licensed

PSTN Operator, whichever is the lower.

4.1.3.4 			In the event of MTN or Telkom

4.1.3.4.1 

providing peak interconnect rates to

other licensed providers of public

switched or public mobile cellular

telecommunication services; or

4.1.3.4.2 

offering its customers relevant peak retail

tariffs,

which are lower than the peak interconnect

rates provided for in clauses 4.1.1.1.1 and

4.1.2.1.2, the affected party shall deliver a

hclb\g: \TELKOM. INTERCONNECT_AMEND (01/08/21) 11

notice in writing to the other party -- advising

it of this occurrence and setting out in

reasonable detail the basis for its allegations --

whereafter the parties shall forthwith meet and

negotiate, in good faith, with a view to

adjusting the interconnect rates. Should the

parties fail, within 30 (thirty) days of receipt of

the notice, to reach agreement on appropriate

adjustments to be made to the interconnection

rates or to otherwise resolve the matter, same

shall be considered a dispute for purposes of

clause 30 of the Interconnection Agreement.

The affected party shall be entitled to reduce,

with effect from the date of deemed receipt of

the notice, the interconnect rates provided for

in clauses 4.1.1.1.1 and 4.1.2.1.2 to be equal

to the relevant peak interconnect rate provided

by the other party to another licensed provider

of public switched or public mobile cellular

telecommunication services, or to the peak

retail tariff offered by the other party to its

customers, provided that should final

resolution of the dispute not favour the

affected party it shall promptly pay any sum

found to be due, together with interest thereon

hclb\g: \TELKOM. INTERCONNECT_AMEND (01/08/2I) 12

calculated at the prime overdraft rate charged

by the Standard Bank of South Africa Limited,

from time to time. Should Telkom be the

affected party, it shall during the relevant

period not be considered to be in breach of the

provisions of clause 4.1.2.1.3.

4. 2 International Calls

4.2.1 

International Calls originating on the PLMN

The parties hereby agree that the discount of 17%

(seventeen percent) currently granted to MTN

on Telkom's retail tariffs for International Calls shall

be increased to 25% (twenty five percent) with

effect from 1 November 2001. Thus, the factor of

". 83" as provided for in the formula contained in

Part C of Appendix 6 to the Interconnection

Agreement shall be replaced with a factor of ". 75".

4.2.2 

International Calls destined for the PLMN

The parties hereby agree that the interconnect rates

(the "applicable amount" as referred to in "K" of the

formula set out in clause 5. 3 2 of the

hclb\g: \TELKOM. INTERCONNECT_AMEND (01/08/21) 13

Interconnection Agreement) payable to MTN by

Telkom for the conveyance of International Calls

shall be and remain equal to the interconnect rates

payable to MTN by Telkom for National Calls

originating on the PSTN (as provided for in clause

4.1.2.1.2).

4. 3 Review of Interconnect Fees and Retention Amounts

The interconnect rates provided for in clauses 4.1.1.1.1

and 4.1.2.1.2 as well as the retention amounts provided

for in clause 4.1.2.1.3.1 shall remain unchanged until 31

December 2002, whereafter

 Telkom shall be entitled to increase the interconnect

rates referred to in clause 4.1.1.1.1 and the retention

amounts provided for in clause 4.1.2.1.3.1; and

 MTN shall be entitled to increase the interconnect

rates referred to in clause 4.1.2.1.2,

once a year with effect from 1 January of each year,

provided that notice of such increase is furnished by the

party effecting the increase to all other parties no later

than 30 September of the preceding year. Such increase

hclb\g: \TELKOM. INTERCONNECT AMEND (01/08/21) 14

shall further be limited to an amount not exceeding the

higher of CPI or R0. 02 (two cents) and no carry-over of

increases from one year to another shall be permissible.

The party effecting the increase shall be responsible for

obtaining all approvals and authorizations as might be

necessary to enable it to do so. For purposes hereof CPI

shall mean the official Consumer Price Index as calculated

for the twelve-month period ending on 31 August of the

year preceding the increase.

5 	EFFECTIVE DATE OF THIS AMENDMENT TO AGREEMENT

5.1 

This Amendment to Agreement shall come into effect on

1 November 2001.

5.2 

The provisions of this clause 5 are subject to the provisions

of clause 6 below.

6 	SUSPENSIVE CONDITIONS

6.1 

This Amendment to Agreement is subject, in its entirety, to

the fulfilment of the following suspensive conditions:

hclb\g: \TELKOM. INTERCONNECT_AMEND (01/08/21) 15

6.1.1 

By 7 September 2001, Telkom and Vodacom signing an

identical agreement and, Telkom and Cell C (Pty) Ltd

signing an agreement, pertaining to interconnection,

on substantively the same terms and conditions as

contained in the Interconnection Agreement as

amended herein;

6.1.2 

By 15 October 2001, ICASA determining that it does

not object to the amendments set forth in this

Amendment to Agreement.

7 	WHOLE AMENDMENT

7.1 

This Amendment to Agreement comprises the entire

amendment to the Interconnection Agreement with regard

to the matters set forth herein, and no further amendment

or variation of the Interconnection Agreement with regard

to the matters set forth herein shall be of any force or

effect unless reduced to writing and signed by the parties

hereto.

hclb\g: \TELKOM. INTERCONNECT_AMEND (01/08/21) 16

7.2 

Insofar as this Amendment to Agreement does not effect

amendments to the remaining provisions of the

Interconnection Agreement such provisions shall remain of

full force and effect. The parties do, however, record their

intention to further amend such Interconnection Agreement

inter alia to separate out interconnection and facilities

leasing, to incorporate the terms of this Amendment to

Agreement as well as previous amendments into one

document and to further bring such Agreement in line with

changed legislative, regulatory and other requirements.

hclb\g: \TELKOM. INTERCONNECT_AMEND (01/08/21) 17

SIGNED AT    PRETORIA      

/S/                         

/S/                         

/S/                         

/S/                         

/S/                         

/S/                         

ON THIS 22nd DAY OF AUGUST 2001

AS WITNESSES:

for TELKOM SA LIMITED

SIGNED AT  SANDTON

AS WITNESSES:

ON THIS 14th DAY OF  SEPTEMBER 2001

for Mobile TELEPHONE NETWORKS

(PROPRIETARY) LIMITED

for VODACOM

(PROPRIETARY) LIMITED