SECOND SUPPLEMENTARY AGREEMENT
TO THE
UK-NETHERLANDS 14 CABLE SYSTEM
CONSTRUCTION & MAINTENANCE AGREEMENT
EFFECTIVE: 18 FEBRUARY ▇▇▇▇
▇▇-▇▇▇▇▇▇▇▇▇▇▇ 14 SECOND SUPPLEMENTARY AGREEMENT
THIS SECOND SUPPLEMENTARY AGREEMENT to the UK-Netherlands 14 Construction and
Maintenance Agreement made and entered into this _________________, between and
among the Parties identified in Annex 1 to this Second Supplementary Agreement
(hereinafter called the "Parties").
WHEREAS, the UK-Netherlands 14 Parties signed an Agreement on the 21st
November, 1995, (hereinafter called the "UK-Netherlands 14 C&MA") and an
Agreement on the 19th February 1996, (hereinafter called the "UK-Netherlands
First Supplementary Agreement"), to provide an optical fibre cable system
linking the United Kingdom and the Netherlands, which will be used to provide
telecommunication services between points in or reached via United Kingdom and
the Netherlands, and
WHEREAS, Paragraph 5 of the UK-Netherlands 14 C&MA provides for the allocation
and reallocation of capacity, and
WHEREAS, Paragraph 27 of the UK-Netherlands 14 C&MA provides for the admission
of Additional Parties, and
WHEREAS, the parties identified in Paragraph 1 of Annex 1, (hereinafter called
the "Additional Parties" each wish to become a Party to the UK-Netherlands 14
C&MA, and
WHEREAS, pursuant to Paragraph 30.2 of the UK-Netherlands 14 C&MA, this Second
Supplementary Agreement of the UK-Netherlands 14 C&MA will be signed by the
Parties affected and the Initial Parties, on behalf of the Parties, and
NOW THEREFORE, the Parties in consideration of the mutual covenants herein
expressed, covenant and agree with each other as follows:
1. The provisions of this agreement shall apply with effect from 18 February
1997.
2. Each of the Additional Parties hereby: (a) agrees to accept and abide by
the terms and conditions of the UK-Netherlands 14 C&MA, as amended, which
is incorporated herein by reference and made part thereof; (b) agrees to
assume responsibility to pay its proportionate share of all costs already
incurred under the UK-Netherlands 14 C&MA, and (c) agrees to abide by any
decisions already taken by the Parties of the UK-Netherlands 14 C&MA in
relation to the UK-Netherlands 14 Cable System.
3. The attached Schedule A, effective 18 Februarv 1997, which incorporates the
Additional Parties, shall be deemed to replace Schedule A of the
UK-Netherlands 14 First Supplementary Agreement.
4. The Parties hereby agree to increase the Notional Capacity and to certain
reassignments of capacity among themselves, pursuant to Paragraph 5 of the
UK-Netherlands 14 C&MA, and furthermore agree to acquire the investment
share in the UK-Netherlands 14 Cable System, as shown in the attached
Schedules B and C which shall be deemed to replace the corresponding
Schedules in the UK-Netherlands 14 First Supplementary Agreement.
5. The Parties acquiring capacity pursuant to this Second Supplementary
Agreement shall be billed in accordance with financial procedures,
previously established in the UK-Netherlands 14 C&MA, as appropriate. Such
bills shall contain all costs incurred prior to this document's Effective
Date in relation to the UK-Netherlands 14 Cable System. Subsequent bills
shall be rendered and paid in accordance with the terms and conditions set
out in the UK-Netherlands 14 C&MA.
6. This Second Supplementary Agreement shall be executed in English. Mercury
shall be responsible for the prompt distribution of certified photocopies
to all Parties and shall retain the signed original of this Second
Supplementary Agreement.
7. Except as provided in this Second Supplementary Agreement, all other terms
and conditions of the UK-Netherlands 14 C&MA remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, the Parties hereto have severally subscribed these presents
or caused them to be subscribed in their names and behalf by their respective
officers thereunto duly authorised.
Signed on behalf of British Telecommunications plc by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
a person authorised by British Telecommunications plc to act in that behalf.
Signed on behalf of Deutsche Telekom AG by
[SIGNATURE ILLEGIBLE]
----------------------------
a person authorised by Deutsche Telekom AG to act in that behalf.
Signed on behalf of Mercury Communications Limited by
/s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------
a person authorised by Mercury Communications Limited to act in that behalf.
Signed on behalf of PTT Telecom BV by
[SIGNATURE ILLEGIBLE]
----------------------------
a person authorised by PTT Telecom BV to act in that behalf.
Signed on behalf of Swiss Telecom PTT by
/s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------
a person authorised by Swiss Telecom PTT to act in that behalf.
Signed on behalf of Telia AB by
[SIGNATURE ILLEGIBLE]
----------------------------
a person authorised by Telia AB to act in that behalf.
Signed on behalf of SPT Telecom a.s. by
[SIGNATURE ILLEGIBLE]
----------------------------
a person authorised by SPT Telecom a.s. to act in that behalf.
Signed on behalf of Oy Finnet International AB by
[SIGNATURE ILLEGIBLE]
----------------------------
a person authorised by Oy Finnet International AB to act in that behalf.
Signed on behalf of Telenor Carrier Services AS by
[SIGNATURE ILLEGIBLE]
----------------------------
a person authorised by Telenor Carrier Services AS to act in that behalf.
Signed on behalf of MFS by
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
a person authorised by MFS to act in that behalf.
Signed on behalf of Energis Communications Limited by
[SIGNATURE ILLEGIBLE]
----------------------------
a person authorised by Energis Communications Limited to act in that behalf.
Signed on behalf of Esprit Telecom UK Limited by
[SIGNATURE ILLEGIBLE]
----------------------------
a person authorised by Esprit Telecom UK Limited to act in that behalf.
Signed on behalf of Global One Services AB by
[SIGNATURE ILLEGIBLE]
----------------------------
a person authorised by Global One Services AB to act in that behalf.
Signed on behalf of RSL Communications Limited by
[SIGNATURE ILLEGIBLE]
----------------------------
a person authorised by RSL Communications Limited to act in that behalf.
Signed on behalf of Star Europe Limited by
/s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------
a person authorised by Star Europe Limited to act in that behalf.
Signed on behalf of Unisource Holding (UK) Limited by
[SIGNATURE ILLEGIBLE]
----------------------------
a person authorised by Unisource Holding (UK) Limited to act in that behalf.
Signed on behalf of Vebacom Netz GmbH by
[SIGNATURE ILLEGIBLE]
----------------------------
a person authorised by Vebacom Netz GmbH to act in that behalf.
Signed on behalf of Entreprise des Postes et Telecommunications du Luxembourg by
/s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------
a person authorised by Entreprise des Postes et Telecommunications du Luxembourg
to act in that behalf.
Signed on behalf of Telfort N.V. by
[SIGNATURE ILLEGIBLE]
----------------------------
A person authorised by Telfort N.V. to act in that behalf.
Signed on behalf of Telekom Slovenije by
----------------------------
a person authorised by Telekom Slovenije to act in that behalf.
Signed on behalf of Tele 2 AB by
[SIGNATURE ILLEGIBLE]
----------------------------
a person authorised by Tele 2 AB to act in that behalf.
Signed on behalf of Nordiska Tele 8 AB by
/s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------
a person authorised by Nordiska Tele 8 AB to act in that behalf.
Annex 1
1. ADDITIONAL PARTIES
Energis Communications Limited
Esprit Telecom UK Limited
Global One Services AB
Entreprise des Postes et Telecommunications du Luxembourg
Telfort N.V.
Telekom Slovenije
▇▇▇▇-▇ ▇▇
▇▇▇▇-▇ ▇▇
RSL Communications Limited
Star Europe Limited
Vebacom Netz GmbH
Unisource
2. EXISTING PARTIES
British Telecommunications plc
Deutsche Telekom AG
Mercury Communications Limited
Metropolitan Fiber Systems International Inc
Oy Finnet International Ab
PTT Telecom BV
SPT TELECOM a.s.
Swiss Telecom PTT
Telenor Carrier Services AS,
Telia AB
SCHEDULE A
COUNTRY PARTY
Czech Republic SPT TELECOM a.s., a joint stock company
existing under the laws of the Czech Republic, having
its principal office at ▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇ ▇▇▇▇▇ ▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (herein called "SPT" which expression
shall include its successors)
Finland Oy Finnet International Ab, a corporation organised and
existing under the laws of Finland, having its main
office at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ (herein called "FINNET" which expression shall
include its successors)
Germany Deutsche Telekom AG, a company existing under the laws
of the Federal Republic of Germany, having its
registered office at ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇-Allee 140, 53113
Bonn (herein called "DTAG" which expression shall
include its successors).
Vebacom Netz GmbH, a company existing under the laws of
Germany having its main office at ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇
▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ( herein called "Vebacom" which
expression shall include its successors).
Luxembourg Entreprise des Postes et Telecommunications, a company
existing under the laws of Luxembourg, having its main
office at ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (herein
called "LPT" which expression shall include its
successors)
Netherlands PTT Telecom BV, a company registered under the laws of
Netherlands having its registered office at PTT
Headquarters, Prinses Beatrixlaan 23, 2595 AK, The Hague
(herein called "NLPTT" which expression shall include
its successors).
Telfort N.V., a company registered under the laws of the
Netherlands and having its registered office at
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ (herein called
"Telfort" which expression shall include its
successors).
Norway Telenor Carrier Services AS, a wholly owned subsidiary
of Telenor AS, a company organised as a state owned
limited company existing under the laws of Norway,
having its principal office at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇ -
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ (herein called "TELENOR" which
expression shall include its successors).
Slovenije Telekom Slovenije p.o., a company existing under the
laws of Slovenije, having its principal office at 15
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (herein called
"Telekom Slovenije" which expression shall include its
successors).
Sweden Telia AB, a corporation organised and existing under the
laws of Sweden, having its main office at ▇-▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ (herein called "TELIA" which expression
shall include its successors).
Tele 2 AB, a company organised and existing under the
laws of Sweden, having its main office at
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇ ▇▇, ▇-▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
(herein called "TELE 2" which expression shall include
its successors).
NordiskaTele 8 AB, a corporation organised and existing
under the laws of Sweden having its main office at ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇-▇▇▇ 21 Malmo (herein called "TELE8"
which expression shall include its successors).
Global One Services AB, a company organised and existing
under the laws of Sweden having its main office at
▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇ ▇, ▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ (herein
called "G1SE" which expression shall include its
successors).
Switzerland Swiss Telecom PTT, having its office at General
Directorate, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
(herein called "SWISST" which shall include its
successors).
United Kingdom British Telecommunications plc, a public limited
company, registered in England (No. 1800000) whose
registered office is at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇ (herein called "BT" which expression shall
include its successors).
Mercury Communications Limited, a limited company
registered in England (No. 1541957) whose registered
office is at New ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (herein called "MCL" or "Mercury" which
expression shall include its successors).
Energis Communications Limited, a limited company
registered in England and Wales (No. 2630471) whose
registered office is Carmelite, 50 Victoria Embankment
▇▇▇▇▇▇ ▇▇▇▇ ODE (herein after called "Energis" which
expression shall include its successors).
Esprit Telecom UK Limited, a limited company registered
in England (No. 2671859) whose registered office is at
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (herein called
"Esprit" which expression shall include its successors)
RSL Communications Limited, a company organised to
operate globally with offices in New York, USA and in
the UK, at Victoria House, London Square, Cross Lanes,
Guildford, Surrey, GU1 1UN, England (and herein called
"RSL", which expression shall include its successors).
STAR Europe Limited, (STAR Telecommunications, Inc), a
company incorporated and existing under the laws of
England and Wales and having its registered address at
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (herein called "STAR"
which expression shall include its successors).
Unisource Holding (UK) Limited, a limited company
registered in England (No. 02548305) whose registered
office is at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and
which company is licensed as an international facility
based operator in the UK (herein called "Unisource"
which expression shall include its successors).
USA Metropolitan Fiber Systems International Inc., a company
organised and existing under the laws of the State of
Delaware and having its principle office at ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of
America (herein called "MFS" which expression shall
include its successors).
UK - NETHERLANDS 14 CABLE SYSTEM
ALLOCATION OF CAPITAL COSTS AND
OPERATION & MAINTENANCE COSTS
IN SEGMENT 1
Schedule B1
================================================================================
COUNTRY PARTY PERCENT
--------------------------------------------------------------------------------
GERMANY DTAG 4.1005%
NETHERLANDS NLPTT 10.3175%
NORWAY TELENOR 0.3968%
SWEDEN TELIA 8.3333%
SWEDEN GLOBAL ONE 0.1323%
USA MFS 13.8889%
UK BT 25.0000%
UK MCL 27.6455%
UK ENERGIS 0.9259%
UK ESPRIT 0.5291%
UK RSL 0.2646%
UK STAR 0.1323%
UK UNISOURCE 8.3333%
--------------------------------------------------------------------------------
TOTAL 100.0000%
================================================================================
EFFECTIVE: 18 FEBRUARY 1997 Printed: 18/2/97
UK - NETHERLANDS 14 CABLE SYSTEM
ALLOCATION OF CAPITAL COSTS AND
OPERATION & MAINTENANCE COSTS
IN SEGMENT 2
Schedule B2
================================================================================
COUNTRY PARTY PERCENT
--------------------------------------------------------------------------------
GERMANY DTAG 0.00%
NETHERLANDS NLPTT 0.00%
NORWAY TELENOR 0.00%
SWEDEN TELIA 0.00%
SWEDEN GLOBAL ONE 0.00%
USA MFS 0.00%
UK BT 0.00%
UK MCL 0.00%
UK ENERGIS 0.00%
UK ESPRIT 0.00%
UK RSL 0.00%
UK STAR 0.00%
UK UNISOURCE 0.00%
--------------------------------------------------------------------------------
TOTAL 0.00%
================================================================================
EFFECTIVE: 18 FEBRUARY 1997 Printed: 18/2/97
UK - NETHERLANDS 14 CABLE SYSTEM
ALLOCATION OF CAPITAL COSTS AND
OPERATION & MAINTENANCE COSTS
IN SEGMENT 3
Schedule B3
================================================================================
COUNTRY PARTY PERCENT
--------------------------------------------------------------------------------
GERMANY DTAG 4.1005%
NETHERLANDS NLPTT 10.3175%
NORWAY TELENOR 0.3968%
SWEDEN TELIA 8.3333%
SWEDEN GLOBAL ONE 0.1323%
USA MFS 13.8889%
UK BT 25.0000%
UK MCL 27.6455%
UK ENERGIS 0.9259%
UK ESPRIT 0.5291%
UK RSL 0.2646%
UK STAR 0.1323%
UK UNISOURCE 8.3333%
--------------------------------------------------------------------------------
TOTAL 100.0%
================================================================================
EFFECTIVE: 18 FEBRUARY 1997 Printed: 18/2/97
UK - NETHERLANDS 14 CABLE SYSTEM
ALLOCATION OF CAPITAL COSTS AND
OPERATION & MAINTENANCE COSTS
IN SEGMENT 4
Schedule B4
================================================================================
COUNTRY PARTY PERCENT
--------------------------------------------------------------------------------
CZECH REP. SPT 0.1984%
FINLAND FINNET 0.0661%
GERMANY DTAG 9.3254%
GERMANY VEBACOM 0.0661%
▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇.▇▇▇▇%
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇.▇▇▇▇%
▇▇▇▇▇▇▇▇▇▇▇ TELFORT 4.1667%
NORWAY TELENOR 1.2566%
SLOVENIA T SLOVENIJE 0.0661%
SWEDEN GLOBAL ONE 0.1323%
USA MFS 11.3095%
SWEDEN TELIA 9.3915%
SWEDEN ▇▇▇▇-▇ ▇.▇▇▇▇%
▇▇▇▇▇▇ TELE-8 0.0661%
SWITZERLAND SWISST 6.3492%
UK BT 12.5000%
UK ENERGIS 0.4630%
UK ESPRIT 0.5291%
UK MCL 13.8228%
UK RSL 0.2646%
UK STAR 0.0661%
UK UNISOURCE 8.3333%
--------------------------------------------------------------------------------
TOTAL 100.0000%
================================================================================
EFFECTIVE: 18 FEBRUARY 1997 Printed: 18/2/97
UK - NETHERLANDS 14 CABLE SYSTEM
ALLOCATION OF CAPITAL COSTS AND
OPERATION & MAINTENANCE COSTS
IN SEGMENT 5
Schedule B5
================================================================================
COUNTRY PARTY PERCENT
--------------------------------------------------------------------------------
CZECH REP. SPT 0.3968%
FINLAND FINNET 0.1323%
GERMANY DTAG 14.5503%
GERMANY VEBACOM 0.1323%
▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇.▇▇▇▇%
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇.▇▇▇▇%
▇▇▇▇▇▇▇▇▇▇▇ TELFORT 8.3333%
NORWAY TELENOR 2.1164%
SLOVENIA T SLOVENIJE 0.1323%
SWEDEN GLOBAL ONE 0.1323%
USA MFS 8.7302%
SWEDEN TELIA 10.4497%
SWEDEN ▇▇▇▇-▇ ▇.▇▇▇▇%
▇▇▇▇▇▇ TELE-8 0.1323%
SWITZERLAND SWISST 12.6984%
UK ESPRIT 0.5291%
UK RSL 0.2646%
UK UNISOURCE 8.3333%
--------------------------------------------------------------------------------
TOTAL 100.0000%
================================================================================
EFFECTIVE: 18 FEBRUARY 1997 Printed: ▇▇/▇/▇▇
▇▇▇▇▇▇▇▇ ▇▇
▇▇ - ▇▇▇▇▇▇▇▇▇▇▇ 14 CABLE SYSTEM
ALLOCATION OF MIUs
TOTAL NOTIONAL CAPACITY
INTEREST IN MIUs
EASTERN ACCESS
==========================================================================================================================
COUNTRY CZECH REP FINLAND GERMANY GERMANY LUXEMBOURG NETHERLANDS NETHERLANDS NORWAY SLOVENIA SWEDEN
PARTIES SPT FINNET DTAG VEBACOM LPT NEPTT TELFORT TELENOR T SLOVENIJE GLOBAL ONE
--------------------------------------------------------------------------------------------------------------------------
DTAG 0 0 31 0 0 0 0 0 0 0
NEPTT 0 0 0 0 0 78 0 0 0 0
TELIA 0 0 0 0 0 0 0 0 0 0
BT 0 0 0 0 0 63 63 0 0 0
MCL 3 1 79 1 3 63 0 12 1 0
ENERGIS 0 0 0 0 0 7 0 0 0 0
ESPRIT 0 0 0 0 0 0 0 0 0 0
GLOBAL ONE 0 0 0 0 0 0 0 0 0 1
MFS 0 0 0 0 0 30 0 0 0 0
RSL 0 0 0 0 0 0 0 0 0 0
TELENOR 0 0 0 0 0 0 0 3 0 0
STAR 0 0 0 0 0 0 0 1 0 0
UNISOURCE 0 0 0 0 0 0 0 0 0 0
--------------------------------------------------------------------------------------------------------------------------
TOTAL 3 1 110 1 3 241 63 16 1 1
==========================================================================================================================
EASTERN ACCESS
========================================================================================
COUNTRY USA SWEDEN SWEDEN SWEDEN SWITZERLAND UK UK UK
PARTIES MFS TELIA TELE-2 TELE-8 SWISST UNISOURCE RSL ESPRIT TOTALS
----------------------------------------------------------------------------------------
DTAG 0 0 0 0 0 0 0 0 31
NEPTT 0 0 0 0 0 0 0 0 78
TELIA 0 63 0 0 0 0 0 0 63
BT 0 0 0 0 63 0 0 0 189
MCL 3 16 5 1 21 0 0 0 209
ENERGIS 0 0 0 0 0 0 0 0 7
ESPRIT 0 0 0 0 0 0 0 4 4
GLOBAL ONE 0 0 0 0 0 0 0 0 1
MFS 63 0 0 0 12 0 0 0 ▇▇▇
▇▇▇ 0 0 0 0 0 0 2 0 2
TELENOR 0 0 0 0 0 0 0 0 3
STAR 0 0 0 0 0 0 0 0 1
UNISOURCE 0 0 0 0 0 63 0 0 63
----------------------------------------------------------------------------------------
TOTAL 66 79 5 1 96 63 2 4 756
========================================================================================
EFFECTIVE: 18 FEBRUARY 1997 Printed: /97