Exhibit 10.20
PSI Net Capacity
Right of USE
Agreement
Exhibit 10.20
SCHEDULE 1
DESCRIPTION OF SYSTEM
A trans-Atlantic cable system which is to operate from London and Paris to New
York and will include trans-Atlantic subsea elements and backhaul elements in
Europe and the United States as shown in the diagram below:
Link 1 Link 2 Link 3
PoP----------------------LS========================LS---------------------PoP
| || || |
| || || |
| || || |
| Link 4 Link 5 || || Link 6 Link 7 |
| || || |
| || || |
| || || |
| || || |
PoP----------------------LS========================LS---------------------PoP
Link 8 Link 9 Link 10
US Backhaul Subsea Element European Backhaul
PoP = Terminal Point
LS = Landing Station
======== = Subsea Element
-------- = Backhaul Elements
The Subsea Element (Links 2, 5, 6 and 9) will involve the construction of four
landing stations ("the Landing Stations"), three submarine cable Links, Long
Island North (USA) - UK, UK - France and France - Long Island South (USA) each
containing six fiber pairs and a terrestrial link Xxxx Xxxxxx Xxxxx (XXX) xx
Xxxx Xxxxxx Xxxxx (XXX) (Link 5). The Landing Stations are currently expected to
be at (i) Cornwall (UK), (ii) St. Brieuc (France), (iii) Makamah Beach on the
North shore of Long Island, New York (USA) and (iv) Long Beach on the South
shore of Long Island, New York (USA). Each amplified fiber pair will be designed
for a minimum capacity of 40 wavelengths with each wavelength running at 10
Gbps. The SLTEs will include linear shared protection of 1 per 20 wavelengths.
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The Backhaul Elements (Links 1, 3, 4, 7, 8 and 10) will connect the Landing
Stations to an optical input/output port on the optical distribution frame
("Terminal Point") in London, Paris, New York City and, at the absolute
discretion of FA-1, in New Jersey.
The Backhaul Elements will consist of concatenated single fiber pairs meeting
ITU-T G.652 requirements as well as space for repeaters and regenerators at
sites chosen by FA-1.
The Initial Stage of the System will consist of the Links 2, 5 and 6 and the
Backhaul Elements. The Final Stage will consist of Link 9.
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SCHEDULE 2
RIGHTS GRANTED TO PURCHASER
In accordance with the terms of this Agreement FA-1 agrees to provide to
Purchaser and Purchaser agrees to accept:
1. Rights of Use
1.1 an IRU in the capacity derivable from one fibre pair (designed to be no
less than 40 wavelengths @ 10 Gbps) on each Link of the Subsea Element
equipped with amplifiers, SLTEs (total of 6 SLTEs with transponders) as
well as two LTEs with transponders on Link 5 and transponders; the
capacity will include linear shared protection of 1 per 20 wavelengths in
the SLTEs; and
1.2 the exclusive right to use one dedicated terrestrial fibre pair on each
Link of the Backhaul Elements;
Link 1 Link 2 Link 3
PoP----------------------LS========================LS---------------------PoP
| || || |
| || || |
| || || |
| Link 4 Link 5 || || Link 6 Link 7 |
| || || |
| || || |
| || || |
| || || |
PoP----------------------LS========================LS---------------------PoP
Link 8 Link 9 Link 10
US Backhaul Subsea Element European Backhaul
PoP = Terminal Point
========== Capacity
---------- Terrestrial Fibre Pair
The Terrestrial Fibre Pair does not include electronic equipment. The Capacity
will not include cross connecting equipment at the Landing Stations. Purchaser
has the right and will be responsible for installing such equipment.
Purchaser may choose at its option to purchase its rights in Link 5 as part of
the Terrestrial Fibre Pair rather than as part of the Capacity. Purchaser shall
make such election within 90 days of the date hereof.
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If Purchaser does elect to purchase Link 5 as part of the Terrestrial Fibre Pair
references in this Agreement to the "Backhaul Element(s)" and the "Terrestrial
Fibre Pair" shall both be read so as to include "Link 5" and references to the
"Subsea Element" and to the "Capacity" shall both be read so as to exclude "Link
5".
1.3 The Capacity (Subsea Element)
Purchaser's interfaces for each Link shall be by way of an optical distribution
frame at each Landing Station to the SLTE at the optical level conforming to the
ITU-T S.64 standard.
1.4 The Terrestrial Fibre Pair
On each of Links 1, 3, 4, 7, 8 and 10, FA-1 shall provide the Terrestrial Fibre
Pair without the electronic and/or optronic equipment necessary for Purchaser's
transmission of data on these Links, including any equipment used to derive
channels from the Terrestrial Fiber Pair.
Purchaser's interface for each Link shall be at the nominated FA-1 optical
distribution frame at each Facility as defined below. The connector type shall
be E2000.
The fiber shall at a minimum be of the standard single mode SMF type according
to ITU-T G.652 specification.
All splices shall be protected in sealed splice enclosures.
2. Facilities Housing
FA-1 or its affiliates will provide, at no additional charge to Purchaser, the
facilities for use in conjunction with the Terrestrial Fibre Pair/Capacity as
set out below (each a "Facility"). The terms and conditions relating to the
occupation of the Facilities by Purchaser will be determined in the co-location
agreement to be negotiated in good faith based on the principles set out in
Schedule 4.
2.1 Amplifier/Regenerator locations
FA-1 or its affiliates shall provide Purchaser space at each of the transmission
sites to house amplifiers and/or regenerating equipment. FA-1 will advise
Purchaser of the design of the System, span loss and allowable maintenance
degradation for the Terrestrial Fiber Pair and Purchaser must choose equipment
which is compatible with FA-1's design of the System and the applicable ITU and
national standards otherwise Purchaser will be responsible for the costs of any
additional break-out points and repeater/regenerator sites it requires as a
result thereof. Such break-outs must be technically feasible and commercially
maintainable and shall be subject to FA-1, through the exercise of reasonable
efforts, being able to secure for Purchaser the necessary rights for such
break-outs.
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2.2 Terminal Points/Landing Station Locations
FA-1 or its affiliates shall provide Purchaser with the following space at the
Terminal Points and at the Landing Stations:
Facility Gross Floor Space (m^2)
London Terminal Point 200
Paris Terminal Point 135
New York (New Jersey)
Terminal Points 165 each
Landing Stations 135 each
FA-1 will fit out the above Facilities to standards typical in the industry such
that they are suitable for equipment installation (including power feeds, air
conditioning etc.) on a schedule consistent with Purchaser's requirements as
reasonably notified by Purchaser to FA-1. Purchaser's space will be ring-fenced.
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SCHEDULE 3
Purchase Price Payment Schedule
Date Amount US$
---- ----------
Paid 14 million
Confidential Treatment has been requested with respect to the portions of this
agreement marked with three asterisks (***) and the redacted material has been
filed separately with the Securities and Exchange Commission
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(2) If FA-1 fails to provide any of the items referred to in clause 1.3.2 or
5.3 by ***, Purchaser may ***, then FA-1 will ***.
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SCHEDULE 4
Provisions for Co-location Agreement
The Parties agree to negotiate in good faith and conclude within 90 days from
the date of this Agreement a Co-location Agreement for Purchaser to install
equipment at each Facility in order to connect to the Terrestrial Fibre Pair and
the Capacity which shall be based on the following principles:
(i) Purchaser shall be granted a license to place its equipment in racks at
each relevant Facility.
(ii) Purchaser will be entitled to install, maintain, and operate equipment
(belonging to itself or its contractors or customers) at each relevant
Facility and will be entitled to connect the equipment to its own or
other telecommunications networks. Subject to availability, if
Purchaser should require more than its allotted racks in any Facility
the incremental cost shall be borne by Purchaser.
(iii) Access to the Facilities will be available to Purchaser's authorised
personnel on a 24*365 basis subject to compliance with safety, security
and access rules.
(iv) Commercial terms for services (such as installation, first line
maintenance, shifts and changes) and utilities (such as heating,
lighting) to be provided by FA-1 or its affiliate at each Facility are
to be negotiated.
(v) Purchaser may allow its customers to use the space allocated to
Purchaser provided that such customers agree to comply with all
obligations imposed on Purchaser in relation to such space.
(vi) When the System is decommissioned Purchaser shall be responsible at its
own cost to remove its equipment from the co-location sites and shall
reimburse FA-1 or its affiliate for any damage caused by such removal
(fair wear and tear excepted).
(vii) Purchaser's laser power must not exceed safety requirements and
Purchaser's equipment must meet applicable radiation, flammable and
other safety requirements.
(viii) Purchaser shall have free access to primary and redundant BITS clocks
installed by FA-1, at its discretion, at relevant Facilities.
Troubleshooting/maintenance of the BITS clocks will fall within FA-1's
responsibility for the operation and maintenance of the System,
provided that FA-1 shall have no responsibility for responsibility for
synchronisation problems Purchaser may encounter.
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SCHEDULE 5
O&M PAYMENTS
Purchaser shall pay *** of the operation and maintenance costs of the System
*** commencing from *** until the ***. The operation and maintenance costs of
the System shall include, without limitation:
***
By the Initial RFS Date FA-1 shall provide to Purchaser a budgetary estimate of
the costs from such date until the end of the then calendar year. Thereafter
FA-1 shall provide such budgetary estimate by 31 October of each year. Within
three months after the end of each year FA-1 shall provide to Purchaser the
actual costs for such year and any adjustments necessary will be effected by a
debit or credit, as appropriate, for the then current year. If the System is
decommissioned part of the way through a year, then FA-1 shall reimburse to
Purchaser the costs prepaid by Purchaser, but which were not actually incurred
by FA-1 for that year, ***.
***
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EVENT %
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