TAT-14 CABLE NETWORK
CONSTRUCTION AND MAINTENANCE AGREEMENT
[GRAPHIC OMITTED]
Certified to be a true and complete copy of the original document in the
custody of Deutsche Telekom
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Volkmar Rompke Xxxxxx Xxxxxxxxx
Deutsche Telekom AG, Xxxxxxxxx-Xxxxx-Allee 140, 53113 Bonn, Germany
TABLE OF CONTENTS
1 DEFINITIONS 2
2 BASIC PRINCIPLES 6
3 CONFIGURATION 6
4 PROVISION OF SEGMENTS T AND S 8
5 OWNERSHIP OF SEGMENTS AND ADDITIONAL PROPERTY 9
6 ESTABLISHMENT OF THE GENERAL COMMITTEE 9
7 ESTABLISHMENT OF MANAGING GROUP 11
8 PROCUREMENT GROUP; SUPPLY CONTRACT FOR SEGMENT S 12
9 ACQUISITION AND USE OF CAPACITY 13
10 EQUIPAGE 15
11 INCREASE OR DECREASE OF DESIGN CAPACITY 15
12 OWNERSHIP PRICING 16
13 DEFINITION OF CAPITAL COSTS OF SEGMENT S 16
14 ALLOCATION AND BILLING OF SEGMENT S CAPITAL COSTS 17
15 TRANSIT FACILITIES TO EXTEND TAT-14 CAPACITY 19
AND CONNECTION WITH INLAND SYSTEMS
16 OPERATION AND MAINTENANCE OF SEGMENTS T AND S 20
17 OPERATION AND MAINTENANCE COSTS OF SEGMENTS
-ALLOCATION AND BILLING 23
18 USE OF SEGMENTS Tl TO T7; COSTS, ALLOCATION AND
BILLING 23
19 KEEPING AND INSPECTION OF BOOKS 25
20 CURRENCY AND PLACE OF PAYMENT 26
21 DEFAULT OF PAYMENT 27
22 LIABILITY 27
23 FORCE MAJEURE 28
24 SETTLEMENT OF CLAIMS BY THE PARTIES 28
25 DURATION OF AGREEMENT AND REALIZATION OF ASSETS 29
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September 2, 1998 i
26 RELATIONSHIP OF THE PARTIES 30
27 OBTAINING OF LICENSES 30
28 PRIVILEGES FOR DOCUMENTS OR COMMUNICATIONS 30
29 CONFIDENTIALITY 30
30 ASSIGNMENT OF RIGHTS AND OBLIGATIONS 31
31 WAIVER 32
32 COMMUNICATIONS 32
33 PARAGRAPH HEADINGS, REFERENCES 32
34 SEVERABILITY 33
35 EXECUTION OF AGREEMENT AND AMENDMENTS 33
36 INTERPRETATION OF THE AGREEMENT AND
SETTLEMENT OF DISPUTES 33
37 SUCCESSORS BOUND 34
38 ENTIRE AGREEMENT 34
39 TESTIMONIUM 35
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September 2, 1998 ii
SCHEDULES
SCHEDULE A PARTIES TO THE AGREEMENT
SCHEDULE B VOTING INTERESTS, OWNERSHIP INTERESTS IN SEGMENT S
AND ALLOCATION OF CAPITAL, OPERATING AND
MAINTENANCE COSTS IN SEGMENTS T AND S
SCHEDULE C SUMMARY OF ALLOCATED CAPACITY
SCHEDULE C-1 SUMMARY OF ALLOCATED CAPACITY AS ASSIGNED AT
THE TIME OF C&MA SIGNING
ANNEXES
ANNEX 1 TERMS OF REFERENCE FOR MANAGING GROUP
ANNEX 2 TERMS OF REFERENCE FOR THE PROCUREMENT GROUP
ANNEX 3 TERMS OF REFERENCE FOR THE AR&R SUBCOMMITTEE
ANNEX 4 TERMS OF REFERENCE FOR THE F&A SUBCOMMITTEE
ANNEX 5 TERMS OF REFERENCE FOR THE CENTRAL BILLING PARTY
ANNEX 6 TERMS OF REFERENCE FOR THE NETWORK ADMINISTRATOR
ANNEX 7 SOURCE OF FINANCIAL CHARGE RATES
ANNEX 8 INITIAL OWNERSHIP PRICING MATRIX
ANNEX 9 CAPACITY STRUCTURE
ANNEX 1O ORGANIZATION STRUCTURE
ANNEX 11 CONFIGURATION DIAGRAM
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September 2, 1998 iii
TAT-14 CABLE NETWORK
CONSTRUCTION AND MAINTENANCE AGREEMENT
This Agreement, made and entered into this 2nd day of September 1998,
hereinafter called the Effective Date, between and among the Parties signatory
hereto (hereinafter collectively called "Parties" and individually called
"Party"), which Parties are identified in Schedule A attached hereto and made a
part hereof,
WITNESSETH:
WHEREAS, telecommunication services are being provided between and among Europe,
and North America, by means of submarine cable and satellite facilities;
and
WHEREAS, the Parties plan to supplement such facilities with an optical fibre
submarine cable system called the TAT-14 Cable Network (hereinafter called
"TAT-14") which will be used to provide telecommunication services between
points in or reached via the United States of America, the United Kingdom,
France, The Netherlands, Germany, Denmark and points beyond; and
WHEREAS, a Memorandum of Understanding was signed on the 27th of May 1997 and
amended on the 18th of November 1997 ("First Supplementary Agreement") and
amended on the 27th of January, 1998 ("First Amendatory Agreement"), and
amended on the 27th of January, 1998 ("Second Supplementary Agreement"),
and amended on the 28th of January, 1998 ("Third Supplementary Agreement"),
and amended on the 12th of May, 1998 ("Fourth Supplementary Agreement"),
and amended on the 12th of May, 1998 ("Fifth Supplementary Agreement"), and
amended on 18th of June, 1998 ("Sixth Supplementary Agreement"),
collectively hereinafter referred to as the "MOU" establishing a framework
of organization to be effective prior to the signature of this Agreement
and to be superseded by it; and
WHEREAS, the parties to the MOU invited other International Telecommunications
Entities to become Parties to this Agreement; and
WHEREAS, the Parties now desire to define the terms and conditions upon which
TAT-14 will be engineered, provided, constructed, operated and maintained
in a cost effective manner for the duration of this Agreement.
NOW, THEREFORE, the Parties, in consideration of the mutual covenants herein
expressed, covenant and agree with each other as follows:
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September 2, 1998 Page 1
1 DEFINITIONS
1.1 Definition of Terms
AFFILIATE
A company in which not less than either ten percent (10%) or the highest
percentage allowed by the local law, whichever is the lowest, of its
voting capital is owned directly or indirectly by a Party or a company
owning directly or indirectly not less than either ten (10%) or the
highest percentage allowed by the local law, whichever is the lowest, of
the voting capital of a Party.
AGENT
An entity acting on behalf of a Party or a Purchaser for access to a
Terminal Station which has an appropriate license to provide backhaul
and access in the respective Country.
BASIC SYSTEM MODULE (BSM)
A Basic System Module of TAT-14 shall consist of a 155,520,000 bits per
second digital line section with interfaces in accordance with ITU-T
Recommendations G.707 "Network Node Interface for the Synchronous
Digital Hierarchy" Issue 1996 (STM-1). A Basic System Module shall
contain 63 MIUs (Minimum Investment Units).
CABLE LANDING POINT
Cable Landing Point shall be the beach joint at the respective cable
landing locations or mean low watermark of ordinary spring tides line if
there is no beach joint.
CABLE STATIONS
The Cable Stations are the locations where TAT-14 is terminated and
where access to other cable systems may be provided.
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September 2, 1998 Page 2
CAPACITY
Capacity shall be categorized as follows:
(i) Design Capacity
The design ring capacity of Segment S of TAT-14, which is 640
Gbit/s.
(ii) Allocated Capacity
Number of Ring-MlUs distributed to Parties, based on their
financial commitments at the time of signing of this Agreement, as
shown in Schedule C.
(iii) Purchased Capacity
Capacity purchased after signing of this Agreement by a Purchase
Contract.
(iv) Sold Capacity
The sum of the Allocated Capacity and the Purchased Capacity.
(v) Common Reserve Capacity (CRC)
The difference between the Design Capacity and the Sold Capacity.
COUNTRY
Country as used in this Agreement shall mean country, territory or place,
as appropriate. For the purposes of Paragraph 15 of this Agreement the
Country associated with Telia shall mean Denmark.
INTERNATIONAL TELECOMMUNICATIONS ENTITY (ITE)
Any entity authorized or permitted under the laws of its respective
Country, or another Country in which it operates, to acquire and use
international transmission facilities for the provision of international
telecommunications services and which is in possession of any necessary
operating license to enable it to do so.
MAINTENANCE AUTHORITIES
The Maintenance Authorities in TAT-14 shall be the Terminal Parties.
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September 2, 1998 Page 3
MINIMUM INVESTMENT UNIT (MIU)
One Ring-MIU
MOU PARTIES
The MOU Parties are AT&T, BT, C&W, DTAG, FT, KPN, MCII, PGE, Sprint,
Swisscom, Telia.
PRIVATE AGREEMENT
An agreement to make capacity available on conditions other than on an
ownership basis from a Party to another Party or to another assignee of
capacity in possession of any and all requisite licenses for the provision
of international telecommunications.
PURCHASER
An assignee of capacity, including a Party, obtaining TAT-14 capacity by
means of a Purchase Contract and in possession of any and all requisite
licenses for the provision of international telecommunications.
PURCHASE CONTRACT
A contract to make capacity available from the CRC on conditions other
than on an ownership basis.
READY FOR CUSTOMER SERVICE (RFCS) DATE
The Ready for Customer Service Date (hereinafter called "RFCS Date") shall
be considered as the date at which the Parties agree to place TAT-14 into
operation for customer service. The RFCS Date is planned to be by 15
December 2000.
READY FOR PROVISIONAL ACCEPTANCE (RFPA) DATE
The date on which Segment S of TAT-14 is accepted by the Procurement Group
on behalf of the Parties. The Ready for Provisional Acceptance Date
(hereinafter called "RFPA Date") is planned to be by 31 October 2000.
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September 2, 1998 Page 4
RING
An electrical and/or optical loop that provides two independent
bi-directional paths between two points for the same traffic.
RING-MIU
A nominal 2 Mbps bearer, and all the additional overhead bits per second
recommended by ITU-T standards for multiplexing, in a Ring configuration
with the capability of bi-directional operation.
SUBSIDIARY
A company having at least the majority of its shares owned legally or
beneficially, directly or indirectly by its parent company.
SUPPLY CONTRACT
The contract to be placed with the Supplier for the provision of Segment S
of TAT-14.
SYSTEM INTERFACE
The System Interface shall be the nominal 155,520,000 bit/s (STM-1)
digital optical/electrical input/output ports, including STM-4, STM-16,
and/or any other higher level, on the digital distribution frame
(including the digital distribution frame itself, and any additional
access equipment as shall be deemed necessary by the Managing Group,
including any crossconnect equipment, and shall be regarded as the
interface location where TAT-14 connects with other transmission
facilities or equipment.
TERMINAL PARTIES
The Terminal Parties are AT&T, BT, Deutsche Telekom, France Telecom, KPN,
Sprint, and Telia.
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September 2, 1998 Page 5
1.2 Schedules and Annexes
The Schedules and Annexes to this Agreement, and any supplementary or
amendatory agreement thereto or any Schedules and Annexes substituted
therefore, shall form part of this Agreement, and any Paragraph which
contains a reference to a Schedule or Annex shall be read as if the
Schedule or Annex was set out at length in the body of the Paragraph
itself. In the event that there is any conflict between the terms and
conditions of this Agreement and the Schedules and Annexes to this
Agreement, the terms and conditions of this Agreement shall prevail.
2 BASIC PRINCIPLES
2.1 Parties to this Agreement are ITEs and shall be entitled to participate
in the General Committee in accordance with Paragraph 6.
2.2 A Managing Group shall be established for the purpose of supervising
TAT-14. The Managing Group will consist of one representative from each
of the MOU Parties and one representative from any other Party or
Parties who, individually or collectively, represent 10% or more of the
total voting interests specified in Schedule B. The Managing Group will
take all decisions not reserved for the General Committee, which are
necessary to engineer, provide, install, bring into service, operate
and maintain, administer, xxxx and market TAT-14.
2.3 The acquisition of capacity on an ownership basis is not permitted
after the Effective Date of this Agreement, at which time Schedule B
will be fixed.
3 CONFIGURATION
3.1 TAT-14 is a ring system comprising two transatlantic links and
terminals in the USA (two), the UK, France, the Netherlands, Germany
and Denmark (as referenced in Annex 11). The cable contains four fibre
pairs, each initially operating at 160 Gbit/s.
3.2 In accordance with this Agreement, TAT-14 shall be regarded as
consisting of the following Segments:
Segment S: The submarine portion of TAT-14 as defined in Subparagraphs
3.3 and 3.4 of this Agreement;
Segment T1: The Sprint Cable Station at Manasquan in the United States
of America;
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September 2, 1998 Page 6
Segment T2: The AT&T Cable Station at Tuckerton in the United States of
America,
Segment T3: The BT Cable Station at Widemouth, the intermediate station
at Pentewan and the duct between these stations, in the
United Kingdom;
Segment T4: The FT Cable Station at St. Xxxxxx-en-Caux in France;
Segment T5: The KPN Cable Station at Katwijk in the Netherlands;
Segment T6: The DTAG Cable Station at Norden in Germany;
Segment T7: The Telia Cable Station at Blaabjerg in Denmark.
3.3 Segments T1 to T7 shall each consist of:
(i) an appropriate share of the land and buildings at the specified
locations for the cable landing, the Cable Station and the cable
rights-of-way and ducts between a Cable Station and its
respective Cable Landing Point, and an appropriate share of
common services and equipment associated with and necessary for
Segment S;
(ii) interface equipment in each of the cable stations associated
solely and directly with TAT-14 to operate and interface at the
System Interface operating point associated solely with TAT-14;
and
(iii) an appropriate share of the test equipment (not solely associated
with TAT- 14).
3.4 Segment S shall consist of the following Subsegments:
Subsegment S: The submarine cable consisting of four fibre pairs
between Manasquan and Tuckerton;
Subsegment S2: The submarine cable consisting of four fibre pairs
between Tuckerton and Widemouth;
Subsegment S3: The submarine cable consisting of four fibre pairs
between Widemouth and St Xxxxxx-en-Caux;
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September 2, 1998 Page 7
Subsegment S4: The submarine cable consisting of four fibre pairs
between St Xxxxxx-en-Caux and Katwijk;
Subsegment S5: The submarine cable consisting of four fibre pairs
between Katwijk and Norden;
Subsegment S6: The submarine cable consisting of four fibre pairs
between Norden and Blaabjerg;
Subsegment S7: The submarine cable consisting of four fibre pairs
between Blaabjerg and Manasquan.
3.5 Segment S shall consist of the whole of the submarine cable between the
Cable Stations and shall include but shall not be limited to:
(i) all transmission equipment, System Interface equipment, power
feeding equipment and special test equipment directly associated
with the submersible plant, located in the respective Cable
Station;,
(ii) the power equipment provided wholly for use with the equipment
listed in (i) above;
(iii) the transmission cable equipped with appropriate amplifiers, and
joint housings between the Cable Stations including spare cable
and spare amplifiers;
(iv) the sea earth cable and electrode system or the land earth
system, or an appropriate share thereof, associated with the
terminal power feeding equipment in the respective Cable
Stations;
(v) all special test equipment, system supervisory and control
equipment solely associated with TAT-14;
(vi) the interconnection equipment which shall be used to groom all
payload virtual containers transported by TAT-14 as required,
however configured, in order to meet the internal connectivity
requirements of TAT-14;
3.6 TAT-14 will operate as a SDH submarine cable system in accordance with
ITU-T Recommendations G.707 Issue 1996 supporting VC12, VC3 and VC4
paths and higher order paths as defined in the System Interface.
4 PROVISION OF SEGMENTS T AND S
4.1 Each of the Segments T1 to T7 shall be provided by the Terminal Party
owning that segment, as shown in Subparagraph 5.1, in accordance with
the terms of Paragraph 18 of this Agreement. Segments T1 to T7 shall be
provided in sufficient time to permit TAT-14 to be placed into
operation by the RFPA Date.
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September 2, 1998 Page 8
4.2 Segment S shall be provided through a Supply Contract to be placed by
the Procurement Group on behalf of the Parties in accordance with
Paragraph 8 of this Agreement.
5 OWNERSHIP OF SEGMENTS AND ADDITIONAL PROPERTY
5.1 Segments T1 to T7 of TAT-14 shall be owned as follows;
(i) Segment T1 shall be owned by Sprint; (ii) Segment T2 shall be
owned by AT&T;
(iii) Segment T3 shall be owned by BT; (iv) Segment T4 shall be owned
by FT; (v) Segment T5 shall be owned by KPN; (vi) Segment T6
shall be owned by DTAG;
(vii) Segment T7 shall be owned by Telia.
5.2 Segment S shall be owned by the Parties in common and undivided shares
in the proportions set forth in Schedule B. Ownership of Segment S and
voting interests, as shown in Schedule B to this Agreement, shall be
based upon the financial investment of each Party.
5.3 References to any Segment in this Agreement shall be deemed to include,
unless the context otherwise requires, additional property incorporated
therein by agreement of the Parties. Each Segment shall be regarded as
including its related spares and standby units and components,
including, but not limited to, submersible amplifiers, cable lengths
and terminal equipment as necessary for the operational capability of
TAT-14.
6 ESTABLISHMENT OF THE GENERAL COMMITTEE
6.1 For the purpose of monitoring the provision and continued operation of
TAT-14, of making key decisions as specified in this Agreement, the
Parties shall, upon the signing of this Agreement, form a TAT-14
General Committee (hereinafter called the "General Committee")
consisting of one representative of each of the Parties.
6.2 At each General Committee meeting a hosting Party for the next meeting
will be decided. The hosting Party for each General Committee meeting
will provide the chairperson who will retain the coordination function
until the next meeting.
6.3 To aid the General Committee in the performance of the duties assigned
to it, pursuant to this Agreement, and to ensure flexibility and
efficiency in constructing, operating, maintaining and marketing
TAT-14, the General Committee immediately after signing this Agreement,
shall establish the Managing Group, as set forth in Subparagraph 2.2
and Paragraph 7. The General Committee shall also
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September 2, 1998 Pages 9
be responsible for:
(i) the overall supervision of the project;
(ii) approval of the initial budget for TAT-14;
(iii) approval of the TAT-14 annual report submitted by the Managing
Group;
(iv) approval of the administrative budget of the Managing Group;
(iv) reviewing and acting on any other reports submitted by the
Managing Group; and
(v) providing a forum for approval and execution of any amendments
to the C&MA in accordance with Subparagraph 35.1.
6.4 During the project implementation, the General Committee shall meet at
least once a year on the call of the chairperson. After the RFCS Date,
the General Committee shall meet whenever requested by the chairperson.
Furthermore, the General Committee shall meet whenever it is requested
by two or more Parties collectively representing at least 5 % of the
total voting interests as specified in Schedule B.
6.5 In calling the General Committee meetings, the chairperson shall give
at least forty-five (45) days' advance notice of each meeting together
with a copy of the draft agenda. In cases of emergency, such notice
period may be reduced if Parties representing at least one-third (1/3)
of the total voting interests as specified in Schedule B, are in
agreement.
6.6 All decisions made by the General Committee shall be subject, in the
first place, to consultation among the Parties, who shall make all
reasonable efforts to reach agreement with respect to matters to be
decided. However, in the event agreement cannot be reached, the
decision shall be carried on the basis of a vote. The vote shall be
carried by a majority (more than 50 %) of the total voting interest as
specified in Schedule B, unless otherwise stated in this Agreement. A
member of the General Committee representing more than one Party shall
separately cast the vote to which each Party he represents is entitled.
6.7 Decisions required between scheduled General Committee meetings may
also be reached by correspondence, provided :
(i) all Parties are provided with all the necessary and relevant
information regarding the decision to be taken; and
(ii) the decision taken is reduced to writing and approved by the
required majority of the total voting interest as specified in
Schedule B.
6.8 All decisions made by the General Committee shall be binding on all the
Parties. No decisions of the General Committee shall override any
provision of this Agreement.
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September 2, 1998 Page l0
7 ESTABLISHMENT OF THE MANAGING GROUP
7.1 The Managing Group will consist of one representative from each MOU
Party and one representative from any other Party or Parties who
individually or collectively represent 10 % or more of the total voting
interest as specified in Schedule B.
7.2 To aid the Managing Group in the performance of the duties assigned to
it pursuant to this Agreement, the following bodies shall be formed
under the direction of the Managing Group:
(i) a Procurement Group;
(ii) a Capacity Assignment, Routing and Restoration Subcommittee
(hereinafter called "AR&R Subcommittee");
(iii) a Financial and Administrative Subcommittee (hereinafter called
"F&A Subcommittee");
(iv) a Central Billing Party (hereinafter called "CBP"), and
(v) a Network Administrator (hereinafter called "NA").
These bodies shall be responsible for their respective areas of
interest as listed in the respective Annexes 2 to 6 of this Agreement
and any other tasks designated by the Managing Group, The Managing
Group may also appoint other groups or Subcommittees to address
specific questions which may arise during the period this Agreement is
in force.
7.3 The Managing Group shall act in the interest of the TAT-14 Cable
Network. All decisions made by the Managing Group, in accordance with
its Terms of Reference contained in Annex 1, shall be binding on all
the Parties. No decisions of the Managing Group or its Subcommittees or
any other group established by the Managing Group shall override any
provision of this Agreement.
7.4 The Subcommittees shall meet at least once annually after the Effective
Date of this Agreement and more frequently if necessary, until the RFCS
Date of TAT-14 and thereafter as may be appropriate. The Chairperson
shall give reasonable advance notice of each meeting, together with a
copy of the draft agenda, insofar as possible at least forty-five (45)
days prior to the date of the proposed meeting. The Chairperson of each
Subcommittee, or a designated representative, may attend meetings of
the other Subcommittees in an advisory capacity as necessary.
7.5 After the RFCS Date of TAT-14, the Managing Group shall determine
whether any of its Subcommittees or any other group should remain in
existence. In the event that the Managing Group determines that any of
its Subcommittees, or any other group should not remain in existence,
the Managing Group has the right to determine, in accordance with its
Terms of Reference contained in Annex 1 of
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September 2, 1998 Page 11
this Agreement, the manner in which the Subcommittee's, or any other
group's responsibilities shall be reassigned.
8 PROCUREMENT GROUP; SUPPLY FOR SEGMENT S
8.1 The Procurement Group shall consist of AT&T, BT, C&W, DTAG, FT, KPN,
MCII, PGE, Sprint and Telia. This group shall act on a joint but not
several basis on behalf of the Parties to this Agreement and, in
accordance with its Terms of Reference contained in Annex 2, shall
negotiate the Supply Contract with the selected supplier (hereinafter
called the "Supplier") to engineer, provide and install or to cause to
be engineered, provided and installed all of Segment S of TAT-14,
except for such Segment S work as may be performed by the Terminal
Parties or their subcontractors.
8.2 The Procurement Group shall recommend a Supplier to the Managing Group
after submission and evaluation of proposals following an open
international tender. After Managing Group approval, the Procurement
Group shall execute the Supply Contract.
8.3 The Procurement Group shall ensure that the Supply Contract will
require the Supplier to engineer, provide and install Segment S in
sufficient time to permit TAT-14 to be placed into operation by the
RFCS Date. Notwithstanding that certain work of Segment S will be
performed by the Terminal Parties or their subcontractors, the Supply
Contract shall require the Supplier to guarantee that Segment S will
conform to the technical performance requirements for TAT-14 as
specified in the Supply Contract.
8.4 The Procurement Group shall ensure that the Supply Contract shall
afford its designated representatives reasonable rights of access to
examine, test and inspect the submarine cable, land cable, submarine
cable and land cable equipment, material, supplies and installation
activities. Such representatives shall provide reasonable advance
notice to the relevant Terminal Party when access to any of the
Segments T1 to T7 is required. The relevant Terminal Party shall have
the right to have its own representatives present during such
activities.
8.5 In the event that any portion of Segment S of TAT-14 fails to meet the
specifications referenced in the Supply Contract for its provision,
fails to provide the specified capacity, or is not engineered,
provided, installed and ready in sufficient time to permit Segment S to
be provisionally accepted on or before the RFPA Date, the Procurement
Group shall take such action as may be necessary to exercise the rights
and remedies under the terms and conditions of the Supply Contract. The
Procurement Group shall also take any other actions directly against
the Supplier as may be necessary to exercise any or all rights and
remedies available under the Supply Contract. Such actions by the
Procurement Group shall be subject to any direction deemed necessary by
the Managing Group.
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September 2, 1998 Page 12
8.6 Neither the individual members of the Procurement Group, nor the
Parties they represent, shall be liable to any other Party for any loss
or damage sustained by reason of a Supplier's failure to perform in
accordance with the terms and conditions of its Supply Contract, or as
a result of Segment S of TAT-14 not meeting the RFPA Date as specified
in the Supply Contract, or if TAT-14 does not perform in accordance
with the technical specifications and other requirements of the Supply
Contract, or TAT-14 is not integrated or placed into operation. The
Parties recognize that the Procurement Group does not guarantee or
warrant:
(i) the performance of the Supply Contract by the Supplier;
(ii) the performance or reliability of Segment S; or
(iii) that TAT-14 shall be integrated or placed into operation.
8.7 The Managing Group shall authorize the Procurement Group to implement
contract variations provided that the cumulative total of all such
changes to the Supply Contract does not increase the value of the
Supply Contract by more than $ 50M. Any further contract variations
which increase the revised budget shall be submitted to the General
Committee for approval.
9 ACQUISITION AND USE OF CAPACITY
9.1 The Parties hereby acquire Allocated Capacity in the form of Ring-MlUs
on an ownership basis as shown in Schedule C. After the signing of this
Agreement, capacity may only be acquired through a Purchase Contract or
through a Private Agreement, in accordance with this Paragraph 9.
9.2 An assignee of capacity under a Purchase Contract or Private Agreement
must be either a Party or an entity in possession of any and all
requisite licenses authorizing it to own, operate, acquire, sell and/or
use, as appropriate, the capacity in TAT-14 for the provision of
international telecommunications.
9.3 The Parties and Purchasers shall designate the Cable Stations and the
amount of capacity to the NA that is planned to be activated, at some
period in advance of the date of the activation, Such period would be
determined by the Managing Group.
9.4 The assignment of each Party's Allocated Capacity to each Cable Station
at the time of the signing of this Agreement is shown in Schedule C-1.
A Party or Purchaser may move any portion of its capacity, from one
Cable Station, to any other Cable Station without any increase in
investment. A request for such a reassignment shall be notified to the
NA at some period in advance of the date of reassignment, such period
and reassignment shall be in accordance with procedures developed by
the NA and approved by the Managing Group.
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September 2, 1998 Paqe 13
9.5 The CRC of TAT-14 shall be owned by the Parties in common and undivided
shares.
9.6 The Managing Group shall establish the terms and conditions including
pricing criteria for sales of capacity from the CRC. The NA shall
develop procedures for sale of capacity from the CRC and a Purchase
Contract for approval by the Managing Group. Following such approval,
the NA shall be authorized to execute any such Purchase Contract on
behalf of all the Parties. No provisions of any Purchase Contract shall
override the provisions of this Agreement. The Purchase Contract price
structure may be reviewed and amended if necessary, by the Managing
Group
9.7 Each Party shall be compensated from the sale of capacity from the CRC
under conditions set forth by the Managing Group in accordance with
Schedule C.
9.8 Any Party shall be entitled to transfer any part of its Allocated
Capacity through a Private Agreement. No provisions of a Private
Agreement shall override the provisions of this Agreement.
9.9 Each Purchase Contract or Private Agreement shall
(i) contain at least the same conditions on utilization of capacity
as specified in Subparagraphs 9.16 and 9.17; and
(ii) require that the entity acquiring the capacity may only further
transfer its capacity under the same conditions.
9.10 Notwithstanding Subparagraph 2.3, at the discretion of the Managing
Group, the distribution of capacity from the CRC may be made on a pro
rata basis, in whole Ring-MlUs, in accordance with the percentages in
Schedule C.
9.11 No later than three years after the TAT-14 RFCS the remaining CRC shall
be distributed to the Parties on a pro rata basis in accordance with
Schedule C. The Managing Group will determine the process for the sale
of capacity of those Parties that do not need their pro rata
distribution.
9.12 The Managing Group may authorize the utilization of the CRC for
restoration of other communications systems based on appropriate terms
and conditions. Parties will be refunded in accordance with Schedule B.
9.13 The Managing Group may study and negotiate the exchange or sale of a
portion of the CRC with other cable systems on such basis as is deemed
mutually beneficial to the Parties. The terms and conditions of such
exchange or sale of capacity shall be approved by the General
Committee.
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September 2, 1998 Page 14
9.14 The Managing Group may authorize occasional use of the CRC, if
available, for the provision of temporary or occasional
telecommunications services, including but not limited to leases to any
Party or Purchaser and paid restoration of other systems, on terms and
conditions to be determined by the Managing Group. The revenue from
such occasional use shall be shared by the Parties in accordance with
Schedule B
9.15 TAT-14 shall be capable of at least supporting payload paths of VC12,
VC3 and VC4. The Parties shall have the right to access such payload
paths which shall require 1, 21 and 63 contiguous MIUs respectively.
Each Party will also be permitted to access its capacity ownership on
defined SDH levels of its choice at a higher order in accordance with
the System Interface.
9.16 The communications capability of any capacity may be optimized by the
Parties or Purchasers to whom such capacity is assigned by the use of
equipment which will more efficiently use such capacity, provided that
the use of such equipment does not cause an interruption of, or
interference to the use of any other capacity in TAT-14 or prevent the
use of similar equipment by other Parties or Purchasers. Such
equipment, if used, shall not constitute a part of TAT-14.
9.17 Data streams entering into and being transported by TAT-14 must be
compliant with the ITU Recommendation G.707, issue 1996, in order to
avoid any interruption, degradation or any other adverse effect on the
performance of TAT-14 or other data streams in TAT-14. Each Party
agrees that all of its capacity will comply with this obligation in
respect of all capacity which is assigned to that Party. If after
notification by the Maintenance Authorities, the Party responsible for
such capacity does not take immediate action to prevent any further
interruption, degradation or other negative influence, the Maintenance
Authorities may take any reasonable action to protect the other
capacity in TAT-14 including the disconnection of the capacity
responsible for such interruption, degradation or adverse effect.
10. EQUIPAGE
Unless otherwise decided by the Managing Group, TAT-14 shall be fully
equipped for 640 Gb/s to the System Interface level at the RFPA Date.
11 INCREASE OR DECREASE OF DESIGN CAPACITY
11.1 The Managing Group may decide to increase the Design Capacity.
Following such a decision, the Managing Group shall develop an
implementation plan for and the terms and conditions of such an
increase. The proposed implementation plan and terms and conditions
shall be submitted to the General Committee for approval.
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11.2 If subsequent to the RFCS Date, the Design Capacity is decreased
pursuant to the agreement of the Managing Group and such decrease of
the Design Capacity affects neither the routing of circuits assigned in
TAT-14 nor the Sold Capacity of TAT-14, the reduction in Design
Capacity will be subtracted from the CRC as determined by the Managing
Group.
11.3 In the event that the capacity which TAT-14, or any Segment thereof, is
capable of providing is reduced below the capacity required to support
the Sold Capacity on its existing or planned routings as a result of
physical deterioration, or for other reasons beyond the control of the
Parties, the Managing Group shall initiate a review of the capacity
routings in order to support the rerouting of such Sold Capacity. If
necessary, the Managing Group may further consider changes to capacity
assignments.
11.4 Financial adjustments shall be made among the Parties, as necessary,
under terms and conditions recommended by the Managing Group and
approved by the General Committee.
12 OWNERSHIP PRICING
12.1 The TAT-14 Initial Ownership Pricing Matrix is shown in Annex 8.
12.2 In the event that the final cost of TAT-14 is lower than the initial
budget, each Party's investment shall be reduced on a pro-rata basis in
accordance with Schedule B, with no change to its Allocated Capacity.
If the final cost of TAT-14 is higher than the initial budget each
Party's investment shall be increased on a pro-rata basis in accordance
with Schedule B. Schedule C shall not be affected.
13 DEFINITION OF CAPITAL COSTS OF SEGMENT S
13.1 Capital costs of Segment S, as used in this Agreement, refers to costs
incurred in engineering, providing, and constructing Segment S, or
causing it to be engineered, provided, and constructed, or in laying or
causing to be laid cables, amplifiers and joint housings, or in
installing or causing to be installed cable system equipment, and shall
include:
(i) the costs incurred under the terms of the TAT-14 MOU as
identified in the TAT-14 budget;
(ii) those costs payable to the Supplier under the Supply Contract,
and
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September 2, 1998 Page 16
(iii) other costs incurred under the direction of the Managing Group,
or the Procurement Group, and those capital costs directly
incurred by the Terminal Parties, the CBP, the NA or any Party
authorized by the Managing Group, which shall be fair and
reasonable in amount and not included in the Supply Contract and
which have been directly and reasonably incurred for the purpose
of, or to be properly chargeable, in respect of such
engineering, provision, construction, installation and laying of
Segment S of TAT-14. Such costs shall include, but are not
limited to, the costs of engineering, design, materials,
manufacturing, procurement and inspection, installation, removal
(with appropriate reduction for salvage), cable ship and other
ship costs, route surveys, burying, testing associated with
laying or installation, customs duties, taxes (except income tax
imposed upon the net income of a Party), appropriate financial
charges attributable to other Parties' shares of costs incurred
by the Terminal Parties or any other Party authorized by the
Managing Group, at the rate at which such Party generally
incurred such financial charges, supervision, billing
activities, overheads and insurance or a reasonable allowance in
lieu of insurance, if such Party elects to carry a risk itself,
being a risk against which insurance is usual or recognized or
would have been reasonable. Such costs shall include costs
incurred by the Parties in the holding of the Data Gathering and
the General Committee meetings but excluding attendance by the
Parties' representatives at such meetings. Such costs shall also
include costs incurred by the Parties in holding the meetings of
the Managing Group, the Procurement Group and its Working Groups
and the preparation and attendance by the Parties'
representatives at such meetings.
13.2 Capital costs shall exclude costs incurred by the Parties holding
meetings of the AR&R Subcommittee and F&A Subcommittee established
pursuant to Subparagraph 7.2 of this Agreement or the attendance by the
Parties' representatives at such meetings.
13.3 Any amounts received by, or credited to, a Party or the CBP as a
consequence of letters of guarantee, liquidated damages, or other
similar amounts resulting from the failure of the Supplier to fully
perform any provision of the Supply Contract, shall accrue to the
benefit of all the Parties in accordance with Schedule B.
13.4 The cost of repair or replacement of any part of TAT-14 in the event of
damage or loss arising during construction, laying, burying, installing
and the bringing into operation of TAT-14, which is attributable under
the Supply Contract to the Parties, shall be regarded as part of the
capital costs for the purpose of Subparagraph 13.1. Any of the Parties
may at its own expense insure against such risks so far as its own
share of costs is concerned. Should the Managing Group agree to jointly
insure against such risks, the cost of such insurance will form part of
the capital costs referred to in Subparagraph 13.1.
14 ALLOCATION AND BILLING OF SEGMENTS CAPITAL COSTS
14.1 The capital costs of Segment S of TAT-14, as defined in Paragraph 13,
including any additional work or property incorporated subsequent to
the RFPA Date
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September 2, 1998 Page 17
by agreement of the Parties, shall be borne by the Parties in the
proportions set forth in Schedule B.
14.2 The CBP will receive invoices from the Supplier for the costs due and
included in the Supply Contract. The Parties shall promptly render
invoices to the CBP for the cost of items directly incurred by them in
accordance with Subparagraph 13.1. The CBP shall promptly render bills
to each of the Parties for such Party's pro rata share of costs due and
included in the invoices it has received in accordance with Schedule B.
Such bills shall contain a reasonable amount of detail to substantiate
them. On the basis of such bills, each Party shall pay to the CBP the
amount owed within forty-five (45) days from the date the xxxx was
rendered by the CBP in the currency shown on the respective xxxx.
14.3 For the purpose of this Agreement, financial charges shall be computed,
as appropriate, at a rate equal to the lowest publicly announced prime
rate or minimum commercial lending rate, however described, for
ninety-day loans on the 1st working day of each month of the period to
be considered in the Country and in the currency in which the xxxx is
rendered. With respect to the Parties rendering invoices under this
Agreement, Annex 7 specifies those rates. If the Managing Group should
authorize a Party in a Country other than those Parties listed in Annex
7 to render invoices, the Managing Group shall specify the applicable
rates.
14.4 For the purposes of this Agreement, "paid" shall mean that the funds
are available for immediate use by the recipient.
14.5 Bills not paid when due shall accrue extended payment charges from the
day following the date on which payment was due in accordance with
Subparagraph 14.2 until the day on which it is paid. For the purposes
of this Agreement, extended payment charges shall be computed at a rate
equal to 150 % of the appropriate financial charges as indicated in
Subparagraph 14.3 on the day following the date payment of the xxxx was
due. In the event that applicable law allows the imposition of extended
payment interest charges only at a rate less than that established in
accordance with this Subparagraph, extended payment charges shall be at
the highest rate permitted by such applicable law. In this case,
appropriate documents to demonstrate the applicability of such law
shall be provided by the concerned Party.
14.6 Extended payment charges recovered by the CBP, in excess of the amounts
paid or due, excluding interest paid by whichever Party or Parties have
covered the deficit in the intervening period, shall accrue to the
benefit of all the Parties in accordance with Schedule B.
14.7 Procedures for rendering credits for refunds of appropriate financial
charges and bills for extended payment charges will be developed by the
CBP in conjunction with the F&A Subcommittee.
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14.8 As soon as practicable after the RFPA Date, the amount of each Party's
share of the costs of Segment S shall be computed by the CBP which will
make appropriate adjustments and render any necessary bills or arrange
for any necessary refunds by way of final settlement in order that each
Party may bear its appropriate share of the costs as provided in
Subparagraph 14.1.
14.9 A xxxx shall be deemed to have been accepted by the Party to whom it is
rendered if that Party does not present a written objection to the CBP
on or before fifteen (15) days prior to the date when payment is due.
If such objection is made, the Parties concerned shall make every
reasonable effort to settle promptly the dispute concerning the xxxx in
question. If the objection is sustained and the billed Party has paid
the disputed xxxx, the agreed upon overpayment shall be refunded
promptly to the objecting Party by the billing Party together with any
financial charges calculated thereon at a rate determined in accordance
with Subparagraph 14.3 of this Agreement from the date of payment of
the xxxx to the date on which the refund is transmitted to the
objecting Party. If the objection is not sustained and the billed Party
has not paid the disputed xxxx, said Party will pay such xxxx promptly
together with any extended payment charges calculated thereon at a rate
determined in accordance with Subparagraph 14.5 of this Agreement from
the day following the date on which payment of the xxxx was due until
paid. Nothing in this Subparagraph shall relieve a Party from paying
those parts of a xxxx that are not in dispute. The provisions of this
Subparagraph shall be without prejudice to the rights of any Party
pursuant to Paragraph 21 of this Agreement.
15 TRANSIT FACILITIES TO EXTEND TAT-14 CAPACITY AND CONNECTION WITH INLAND
SYSTEMS
15.1 The Terminal Parties shall use all reasonable efforts to furnish and
maintain, or cause to be furnished and maintained, in working order for
the other Parties and for the Purchasers in TAT-14, for the duration of
this Agreement, the necessary facilities in their respective Countries
as may be reasonably required for extending capacity in TAT-14 assigned
to such Parties or Purchasers for the purpose of handling
communications transiting the Country involved. No Party shall be
required under this Agreement to furnish such transit facilities in its
Country to other Parties or Purchasers of its own Country.
15.2 Such facilities referred to in Subparagraph 15.1 shall be suitable for
extending capacity in TAT-14 and shall be furnished and maintained on
terms and conditions which shall be no less favorable than those
granted to other ITEs for transmission facilities of similar type and
quantity transiting the Country. Such terms and conditions shall not
override any applicable governmental laws and regulations in the
Country in which the facilities are located.
15.3 Each Terminal Party shall provide, within the Country of its Cable
Station, connection to TAT-14 at the SDH Interface Equipment levels,
VC12, VC3 or VC4 levels, to Parties and Purchasers on terms and
conditions to be agreed by the Terminal Party and the other Party or
Purchaser under a separate agreement.
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15.4 The Terminal Parties shall, at its own expense, on or before the RFPA
Date do or cause to be done, all such acts and things as may be
necessary within its operating territory to provide and maintain
throughout the period of this Agreement suitable connection of capacity
in, or connected with capacity in TAT-14 with appropriate inland
communications facilities in its operating Country.
15.5 Upon request, each Terminal Party in its Country shall make all
reasonable efforts to provide to other Parties or Purchasers, or Agents
of the Parties or Purchasers from such Terminal Party's Country, access
to TAT-14 in the vicinity of its Cable Station (not necessarily
co-located) at the level of a Basic System Module or multiples thereof,
given that the requesting Party or Purchaser has the appropriate
capacity assigned to it. Such facilities shall be provided in a timely
manner and for the duration of this Agreement under the terms and
conditions to be negotiated and agreed between the Parties or
Purchasers concerned under a separate agreement.
15.6 As U.S. Terminal Parties, AT&T and SPRINT shall provide to other U.S.
Parties, upon request, suitable space and connection with TAT-14 for
operating and technical control purposes relating to capacity assigned,
or to be assigned, to them in TAT-14. AT&T and SPRINT shall provide
such space in a building separate, but adjacent to its cable station
and located on the land which forms a part of Segments T1 and T2. These
U.S. Parties shall have the right to provide their own personnel and
equipment in such space. Such U.S. Parties shall reimburse AT&T and
SPRINT for the reasonable costs incurred by AT&T and SPRINT in
providing such space and connection pursuant to this Paragraph 15,
including but not limited to, the costs of any additional building that
may be reasonably required
15.7 The Managing Group is responsible for determining and setting service
level objectives for access and activation intervals jointly with the
Terminal Parties.
16 OPERATION AND MAINTENANCE OF SEGMENTS T AND S
16.1 The Terminal Parties, on behalf of the Parties and Purchasers, are
responsible for operation and maintenance as follows:
(i) Sprint shall be responsible for Segment T1;
(ii) AT&T shall be responsible for Segment T2;
(iii) BT shall be responsible for Segment T3;
(iv) FT shall be responsible for Segment T4;
(v) KPN shall be responsible for Segment T5;
(vi) DTAG shall be responsible for Segment T6;
(vii) Telia shall be responsible for Segment T7;
16.2 Each Terminal Party shall also be responsible for the operation and
maintenance of that portion of Segment S beginning at its respective
Cable Landing Point and
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extending to its respective Segment T, on behalf of the Parties and the
Purchasers.
16.3 All Terminal Parties as the Maintenance Authorities, acting on behalf
of the Parties and Purchasers, shall be jointly responsible for the
operation and maintenance of Segment S from the respective Cable
Landing Points and extending seaward, and shall undertake such
activities necessary for the continued operation of TAT-14.
16.4 Sixty (60) days before the RFPA Date the Maintenance Authorities shall
submit for review by the Procurement Group and approval by the Managing
Group appropriate practices and procedures for the continued operation
and maintenance of Segment S. The Maintenance Authorities shall each
provide information to the Procurement Group regarding the practices
and procedures for the continued operation and maintenance of their
respective Segments. The Maintenance Authorities shall also each
develop and furnish such budgetary estimates of the cost of such
operation and maintenance of TAT-14 as the Managing Group may
reasonably request and provide this information to the F&A
Subcommittee. Following the RFPA Date, the Maintenance Authorities
shall each provide the Managing Group with such reports as it may
reasonably require on the operation and maintenance of TAT-14 including
any proposals for planned repair or improvement work, together with
appropriately revised budgetary estimates relating to the operation and
maintenance of TAT-14 and the inclusion of TAT-14 in any cable
maintenance agreements. The Procurement Group may review and amend the
practices and procedures for the operation and maintenance of Segment
S, subject to the approval of the Managing Group. The Managing Group
may revise the allocation of responsibility for the operation and
maintenance of Segment S.
16.5 The Maintenance Authorities, individually or collectively as
appropriate, shall each use all reasonable efforts to maintain, or
cause to be maintained, economically the Segments for which each is
responsible, in efficient working order. Each Maintenance Authority
shall discharge its responsibility in a manner consistent with
applicable international submarine cable maintenance practices and with
an objective of achieving effective and timely repairs when necessary.
16.6 The Maintenance Authorities shall have the right to temporarily
de-activate Segment S, or any part thereof, in order to perform their
duties as Maintenance Authorities. Prior to such de-activation,
reasonable notice shall be given to and coordination shall be made with
the other Parties. To the extent possible, sixty (60) days prior to
initiating action, the Maintenance Authority(ies) shall advise the
other Parties in writing of the timing, scope, and costs of significant
planned maintenance operations, of significant changes to existing
operation and maintenance methods, and of contractual arrangements for
cable ships that will or may have a significant impact on operation or
maintenance costs. Should one or more Parties representing at least 5 %
of the total voting interests specified in Schedule B wish to review
such an operation or change prior to its occurrence, such Party or
Parties shall notify the Maintenance Authorities involved and the
Managing Group chairperson in writing within thirty (30) days of such
advice. Upon such notification, the Managing Group shall initiate
action to convene an ad hoc meeting for such review.
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16.7 Each Maintenance Authority shall have prompt access to all system
maintenance information, necessary to the performance of its duties,
appropriate to those parts of TAT-14 not covered by its authority.
16.8 No Party shall be liable to any other Party or Purchaser for any loss
or damage sustained by reason of any delay in provision, failure in or
breakdown of the facilities constituting TAT-14 or any interruption of
service, whatsoever shall be the cause of such failure, breakdown or
interruption, and however long it shall last.
16.9 In the event of a failure or breakdown of any of such facilities, if
the responsible Maintenance Authority fails to restore those facilities
to efficient working order and operation within a reasonable time after
having been called upon to do so by any Party or Purchaser, the
Managing Group may, to the extent that it is practical to do so, place
or cause to be placed, such facilities in efficient working order and
operation and charge the Parties their proportionate shares of the cost
reasonably incurred in doing it.
16.10 Each Party, at its own expense, and upon reasonable advance notice to
the relevant Maintenance Authorities, shall have the right to inspect
from time to time the operation and maintenance of any part of TAT-14
and to obtain copies of the maintenance records. For this purpose, each
Maintenance Authority shall retain significant records, including
recorder charts, for a period of not less than five (5) years from the
date of the record. If these records are destroyed at the end of this
period, a summary of important items shall be retained for the life of
TAT-14.
16.11 Each Maintenance Authority shall be authorized to pursue claims in its
own name, on behalf of the Parties, in the event of any damage or loss
to TAT-14 and may file appropriate lawsuits or other proceedings on
behalf of the Parties. Subject to obtaining the prior concurrence of
the Managing Group, a Maintenance Authority may settle or compromise
any claims and execute releases and settlement agreements on behalf of
the Parties as necessary to effect a settlement or compromise. Any
money ordered by the tribunal or under a settlement approved by the
Managing Group shall be shared among all Parties in accordance with
Schedule B.
16.12 The Maintenance Authorities shall be entitled to enter into agreements
in respect of the crossing of Segment S with undersea plant (including,
but not limited to, pipelines) with the owners of such plant. The
Maintenance Authorities may sign such agreements on behalf of all the
Parties after agreement by the Managing Group and shall provide the
Parties with copies of such agreements on request.
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17 OPERATION AND MAINTENANCE COSTS OF SEGMENT S - ALLOCATION AND BILLING
17.1 The operation and maintenance costs for Segment S shall be shared by
the Parties in the relevant proportions specified in Schedule B. The
Managing Group shall be responsible for determining the method and
procedure for the charging of O&M costs to Purchasers and the
distribution of any credit to the Parties in accordance with Schedule
B.
17.2 The operation and maintenance costs to which Subparagraph 17.1 refers
are the costs reasonably incurred in operating and maintaining the
facilities involved, including, but not limited to, the cost of
attendance, testing, adjustments, repairs (including repairs at sea)
and replacements, cable ships (including standby costs), re-burial and
the replacement of plant, cable depots, maintenance and repair devices
that are or may hereafter become available, customs duties, taxes
(except income tax imposed upon the income of a Party) paid in respect
of such facilities, billing activities, appropriate financial charges
attributable to other Parties' shares of costs incurred by a
Maintenance Authority at the rate at which the appropriate Maintenance
Authority generally incurred such financial charges, supervision,
overheads and costs and expenses reasonably incurred on account of
claims made by or against other persons in respect of such facilities
or any part thereof and damages or compensation payable by the Parties
concerned on account of such claims and costs for the Managing Group
and the NA costs, General Committee meeting costs, expenses and damages
or compensation payable to the Parties on account of such claims shall
be shared by them in the same proportions as they share the operation
and maintenance costs of the relevant Segment S under Subparagraph
17.1.
17.3 The Managing Group may authorize the provision of special tools and
test equipment for use on board cable ships which are required for the
maintenance and repair of TAT-14. The related costs may include, but
not be limited to, the costs, or an appropriate share thereof, for the
provision, storage and maintenance of this equipment.
17.4 The Maintenance Authorities individually, the Terminal Parties or the
CBP, as appropriate, shall xxxx the Parties in accordance with this
Paragraph 17. Bills shall not be rendered more frequently than once a
quarter and shall be paid by the end of the month following the month
in which the bills were rendered. The billing procedures specified in
Subparagraphs 14.3, 14.4, 14.5, and 14.9 shall be applicable to all
bills rendered pursuant to this Paragraph 17.
18 USE OF SEGMENTS T1 TO T7; COSTS, ALLOCATION AND BILLING
18.1 The owners of Segments T1 to T7, respectively, as defined in Paragraph
5, hereby grant the Parties, commencing on the RFPA Date or the date a
Party places any of its capacity into operation, whichever occurs
first, and continuing for the term of this Agreement, the right to use
such Segments for the purpose of using its Allocated Capacity and
carrying on the related activities, in accordance with this Agreement
as provided in this Paragraph 18 at no additional cost unless
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otherwise identified in this Paragraph 18 (hereinafter referred to as
"Cable Station Right of Use").
18.2 For the use of Segments T1 to T7, the respective Terminal Party shall
identify the charge to cover capital costs and cost of maintenance,
supervision and operation of that Segment.
18.3 The Procurement Group is responsible for submitting all the detailed
costs of the Cable Stations to the Managing Group for review and
approval.
18.4 The capital costs associated with Segments T1 to T7 will be borne by
the Parties in accordance with Schedule B.
18.5 The operation and maintenance costs associated with Segments T1 to T7
will be borne by the Parties in accordance with Schedule B. The
Managing Group shall be responsible for determining the method and
procedure for the charging of O&M costs to Purchasers and the
distribution of any credit to the Parties in accordance with Schedule
B.
18.6 In determining the charge of the Cable Station Right of Use, the
Terminal Parties have taken into account the estimated cost of the
provision and construction of each of the Cable Stations, or causing
them to be provided and constructed, and installing or causing to be
installed Cable Station equipment, in accordance with the accounting
practices of each Terminal Party. This includes all such expenditure
reasonably incurred and includes but is not limited to, the purchase
costs of land, building costs, access road, cable rights of way,
amounts incurred for development, engineering, design, materials,
manufacturing, procurement and inspection, installation, removing (with
appropriate reduction for salvage), testing associated with
installation, customs duties, taxes (except income tax imposed upon the
net income of a Party), appropriate financial charges, supervision,
overheads and insurance or a reasonable allowance in lieu thereof, or
losses against which insurance was not provided, or for which an
allowance in lieu thereof was not provided. Such charges shall be borne
by the Parties in the proportions specified in Schedule B.
18.7 In determining the operation and maintenance cost of the Cable Station
Right of Use, the Terminal Parties shall take into account an estimate
of costs reasonably incurred in operating and maintaining the
facilities involved, including, but not limited to, the cost of
attendance, testing, adjustments, repairs and replacements, customs
duties, taxes (except income tax as imposed upon the net income of a
Party) paid in respect of such facilities, billing activities,
administrative costs, appropriate financial charges, and costs and
expenses reasonably incurred on account of claims made by or against
other persons in respect of such facilities or any part thereof, and
damages or compensation payable by the Terminal Party on account of
such claims, costs, expenses, damages, or compensation payable to or by
the Terminal Party on account of claims made against other persons.
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18.8 Where the use of a Cable Station or of certain equipment situated
therein, such as power supply or testing and maintenance equipment, is
shared by TAT-14 and other communications systems terminating at that
Cable Station, the Cable Station Right of Use capital and operating and
maintenance charges shall reflect the pro-rata share of the common
costs attributable to TAT-14.
18.9 If any of the Cable Stations are not available for the landing and
termination of TAT-14 for any reason, the relevant Terminal Party, in
agreement with the other Parties, shall take all necessary measures to
ensure that another suitable Cable Station will be available for TAT-14
on fair and equitable terms for the duration of this Agreement.
18.10 Nothing contained in this Agreement shall be deemed to vest in any
Party, other than the owner of the relevant Segment, any salvage rights
in Segments T1 to T7 or in the respective Cable Station or in any Cable
Station substituted for any of them.
18.11 Payments due under this Paragraph 18 shall be made in accordance with
the following principles:
(i) On the RFPA Date, or as soon after as practicable but no later
than one (1) year after RFPA, the Terminal Parties will submit
invoices to the CBP for their capital cost of the Cable Stations
Right of Use. In the event a Terminal Party incurs additional
capital costs related to TAT-14 after the RFPA Date, these
invoices shall also be submitted to the CBP as soon as
practicable;
(ii) by the 1st of April of each year, the Terminal Parties will
submit invoices to the CBP for their O&M charges incurred for
the Cable Stations Right of Use for the previous calendar year;
(iii) the Parties shall be billed individually by the CBP for the
Cable Station Right of Use operation and maintenance costs
shared in the proportions specified in Schedule 13;
(iv) the billed Party shall pay such bills to the CBP, by the end of
the month following the month in which the bills were rendered.
A xxxx shall be payable in the currency in which it is rendered;
(v) the Terminal Parties will be reimbursed by the CBP;
(vi) the billing procedures specified in Subparagraphs 14.3, 14.4,
14.5, and 14.9 of this Agreement shall be applicable to all
bills rendered pursuant to this Paragraph 18.
18.12 Each Terminal Party agrees to grant a Cable Station Right of Use to
TAT-14 Purchasers pursuant to the terms and conditions of the Purchase
Contract.
19 KEEPING AND INSPECTION OF BOOKS
19.1 For the items specified in the Supply Contract, the Procurement Group
shall ensure that the Supply Contract requires the Supplier to keep and
maintain such books, records, vouchers and accounts of all the incurred
costs with respect to
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the engineering, provision and installation of facilities in Segment S
of TAT-14 for a period of five (5) years from the RFPA Date.
19.2 The Procurement Group shall ensure that the Supply Contract requires
the Supplier to obtain from its contractors and subcontractors such
supporting records as are specified in Subparagraph 19.1 of this
Agreement and to maintain such records for a period of five (5) years
from the RFPA Date.
19.3 The Procurement Group shall ensure that the Supply Contract shall
afford the representatives designated by the Managing Group the right
to review the books, records, vouchers and accounts required to be
kept, maintained and obtained pursuant to Subparagraphs 19.1 and 19.2
of this Agreement.
19.4 Each Terminal Party and any other Party having properly incurred costs
for implementation of TAT-14 as authorized by the Managing Group shall
each keep and maintain such books, records, vouchers and accounts of
all Segment S costs as defined in Paragraph 14 of this Agreement and
Segments T1 to T7 costs, which they incur and are not included in the
Supply Contract for a period of five (5) years from the RFPA Date or
the date the work is completed, whichever is later.
19.5 The CBP shall keep and maintain such books, records, vouchers and
accounts with respect to its billing of costs incurred by the Terminal
Parties and any other Party having incurred costs for implementation of
TAT-14 as authorized by the Managing Group and costs billable under the
Supply Contract for a period of five (5) years from the RFPA Date or
the date on which the work is completed, whichever is later.
19.6 With respect to operation and maintenance costs of Segment S and
Segments T1 to TT such books, records, vouchers and accounts of costs
as are relevant shall be kept and maintained by the Maintenance
Authorities for a period of five (5) years from the date on which the
corresponding bills were rendered to the Parties.
19.7 Any Party keeping and maintaining books, records, vouchers and accounts
of costs pursuant to Subparagraphs 19.4, 19.5 and 19.6 of this
Agreement shall afford the Parties the right to review at their own
expense said books, records, vouchers and accounts of costs in
accordance with the audit procedures established by the F&A
Subcommittee.
20 CURRENCY AND PLACE OF PAYMENT
Amounts due under this Agreement shall be payable in US dollars. The
Managing Group may vary these procedures at its discretion. Bills shall
be payable to the designated office or account of the payee.
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21 DEFAULT OF PAYMENT
21.1 If any Party fails to make any payment required by this Agreement on
the date when it is due and such default continues for a period of at
least two (2) months after the date when payment is due, the CBP or
billing Party shall notify the billed Party in writing of its intent to
notify the Managing Group of the status of the matter and to request
the reclamation of capacity, as provided for in this Paragraph 21, if
full payment is not received within four (4) months of such
notification to the billed Party. If full payment is not received
within such specific period, the billing Party or CBP may notify the
Managing Group of the status of the matter and request that the
Managing Group reclaim the capacity in TAT-14 assigned to the
defaulting Party.
21.2 The Managing Group shall have the option of reclaiming the capacity
assigned to a Party that is in default with any payment required by
this Agreement or is in default with any other material obligation
under this Agreement, if such default has existed for a period of six
(6) months. The Managing Group shall consider any extenuating
circumstances not within the specific control of the defaulting Party
and the interests of any Party or Parties that have jointly assigned
capacity with the defaulting Party in determining whether or not to
reclaim the capacity assigned to such defaulting Party. Prior to
reclaiming the capacity the Managing Group will notify the Party in
writing that it is in default and of the intent to reclaim the capacity
after one (1) month. The Managing Group shall determine arrangements
for disposition of any reclaimed capacity. The remaining Parties shall
not be obliged to make any payment to a defaulting Party for the
reclaimed capacity. Except for the rights and obligations as specified
in Paragraphs 25 and 29 the rights and obligations under this Agreement
of a defaulting Party shall terminate at the time the Managing Group
reclaims all of the capacity previously assigned to a defaulting Party.
This Agreement shall be appropriately amended to reflect the default of
a Party and the reallocation of interests pursuant to arrangements
determined by the Managing Group.
22 LIABILITY
22.1 No Party excludes or restricts its liability for death or personal
injury resulting from its own negligence. Subject to the preceding
sentence, no Party shall be liable to any other Party in contract, tort
or otherwise including any liability for negligence for any indirect or
consequential loss or damage including, without limitation, corruption
or loss of data, loss of profit, loss of anticipated savings all in
connection with this Agreement, caused by its own acts or those of any
of its auxiliaries, such as employees, servants or agents. Furthermore,
no Party shall be liable to any other Party in contract, tort or
otherwise for any direct damage unless and to the extent it is based on
intent or gross negligence. In no event shall any employee, servant or
agent of a Party be liable to another Party for any negligence or
intent in connection with this Agreement.
22.2 No Party shall be liable to any other Party for any matter resulting
from planned interruptions of TAT-14 including but not limited to final
acceptance tests.
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September 2, 1998 Page 27
23 FORCE MAJEURE
If any Party cannot fulfill its obligations in this Agreement due to an
event beyond its reasonable control, including, but not limited to
flood, exceptionally severe weather, hurricane, explosion, civil
disorder, war or military operations, national or local emergency,
action or inaction of government or other competent authority, it shall
not be liable to the other Parties for such delay in performing or
failure to perform and shall give notice to the other Parties as soon
as reasonably practicable after the event has occurred.
24 SETTLEMENT OF CLAIMS BY THE PARTIES
24.1 Each Party shall indemnify and hold harmless the other Parties and each
of their employees, servants and agents to the extent hereinafter
agreed, from and against all claims, demands, actions, suits,
proceedings, writs, judgment, orders and decrees brought, made or
rendered against them or any of them by third parties and all damages,
losses and expenses suffered or incurred by them or any of them
howsoever arising out of or related to any respect of providing,
constructing and maintaining TAT-14.
24.2 If any Party is obliged by a final judgment of a competent tribunal or
under a settlement approved by the Managing Group, to discharge any
claim, including all reasonable costs and expenses associated
therewith, resulting from the implementation of this Agreement, the
Party which has discharged the claim shall be entitled to receive from
the other Parties reimbursement in the proportions as set out in
Schedule B.
24.3 If any claim is brought against one or more Parties it shall, as a
condition of reimbursement under Subparagraph 24.2, give written notice
thereof to the Managing Group as soon as practicable and shall not
admit liability nor settle, adjust or compromise the claim without the
approval of the Managing Group.
24.4 Before any Party brings a claim against any third party in respect of
loss or damage to any part of TAT-14, it shall first consult with the
Managing Group and shall not settle, adjust or compromise such a claim
without its consent. Any money received by the claimant Party as a
result of an award by a competent tribunal or under a settlement
approved by the Managing Group shall be shared among the Parties in the
proportions of their respective ownership shares in accordance with
Schedule B.
24.5 In the case where a claim is brought against one of the Terminal
Parties, in its capacity as a Maintenance Authority for TAT-14 in
respect of a sacrificed anchor and/or loss of, or damage to fishing
gear, then such Terminal Party may settle such a claim for an amount
not greater than $ 25,000 on each occasion or such an amount as agreed
by the Managing Group from time to time, and obtain reimbursement under
Subparagraph 24.2.
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September 2, 1998 Page 28
25 DURATION OF AGREEMENT AND REALIZATION OF ASSETS
25.1 This Agreement shall become effective on the Effective Date and shall
continue in operation for at least a period of twenty-five (25) years
(hereinafter called "Initial Period") after the RFCS Date and shall be
terminable thereafter by agreement of the Parties. However, any Party
may terminate its participation in this Agreement at the end of the
Initial Period or at any time thereafter by giving at least one year's
prior notice, in writing, to the other remaining Parties. Upon the
effective date of termination of participation of a Party, the
Schedules of this Agreement shall be appropriately modified. The
remaining Parties shall assume the capital, operation, and maintenance
interests of the Party terminating its participation in proportion to
their interests assigned immediately preceding such effective date of
termination, except for the continuing rights and obligations of the
terminating Party as specified in Subparagraphs 25.4, 25.5 and of this
Agreement. No credit for capital costs will be made to a Party that
terminates its participation in accordance with this Subparagraph 25.1.
Termination of this Agreement or termination of the participation of
any Party herein shall not terminate Subparagraphs 25.4, 25.5 of this
Agreement or prejudice the operation or effect thereof or affect or
diminish any other right or obligation of any Party hereto accrued or
incurred prior to such termination.
25.2 This Agreement may be terminated at any time during the Initial Period
by unanimous written agreement of the Parties. If unanimous agreement
cannot be reached between all the Parties for the retirement of TAT-14
during its intended lifetime, this matter will be referred to the
General Committee for resolution in accordance with Subparagraph 6.6
but in this case requiring a 85 % majority of the total voting
interests as specified in Schedule B.
25.3 If a Terminal Party terminates its participation in this Agreement
after the Initial Period, pursuant to Subparagraph 25.1 of this
Agreement, the Managing Group and said Terminal Party will negotiate a
reasonable agreement in order to ensure the continuous operation of
that Cable Station after the Initial Period.
25.4 The interests of a Party in Segment S which come to an end by reason of
the termination of its participation in this Agreement, or of the
termination of this Agreement, shall be deemed to continue for as long
as is necessary for effectuating the purposes of Subparagraph 25.5.
25.5 Notwithstanding Subparagraph 25.1 upon termination of this Agreement
pursuant to this Paragraph 25 the Parties shall not be relieved from
any liabilities, costs, damages or obligations which may arise pursuant
to Paragraph 17 and/or in connection with costs or claims made by
persons with respect to TAT-14 or any part thereof, or which may arise
in relation to TAT-14 due to any law, order or regulation made by any
government or international legal authority pursuant to any
international convention, treaty or agreement. Any such liabilities,
costs, damages or obligations shall be divided among the Parties in the
proportions of their respective ownership shares in accordance with
Schedule B.
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September 2, 1998 Page 29
26 RELATIONSHIP OF THE PARTIES
The relationship between or among the Parties hereto shall not be that
of partners or joint ventures and nothing herein contained shall be
deemed to constitute a partnership between them. In relation to third
parties, the Parties will not act as partners, or as any kind of joint
legal entity. Any co-operation among the Parties in Committees, Groups
or Subcommittees is only to facilitate the performance of this
Agreement.
27 OBTAINING OF LICENSES
27.1 The Parties shall at all times hold the governmental and regulatory
approvals necessary to operate as an ITE. The Parties shall make all
reasonable efforts to obtain the appropriate consents, governmental
authorizations, licenses and permits necessary to carry out their
duties under this Agreement.
27.2 The Terminal Parties will use all reasonable efforts, in their
respective Country, to obtain and to have continued in effect all
governmental approvals, consents, authorizations, licenses, and permits
for the construction and operation of TAT-14 in the respective
Countries.
27.3 In the event that any Terminal Party fails, or is likely to fail, to
obtain such approvals, consents, authorizations, licenses or permits,
that Terminal Party shall give immediate notice to the Managing Group
for it to take appropriate action pursuant to this Agreement.
28 PRIVILEGES FOR DOCUMENTS OR COMMUNICATIONS
Each Party hereto specifically reserves, and is granted by each of the
other Parties, in any action, arbitration or other proceeding between
or among the Parties or any of them in a Country other than that
Party's own Country, the right of privilege, in accordance with the
laws of that Party's own Country, with respect to any documents or
communications which are material and pertinent to the subject matter
of the action, arbitration or proceeding as respects which privilege
could be claimed or asserted by that Party in accordance with those
laws, and such privilege, whatever may be its nature and whenever it be
claimed or asserted, shall be allowed to that Party as it would be
allowed if the action, arbitration or other proceeding had been brought
in a court of, or before an arbitrator in, the Party's own Country.
29 CONFIDENTIALITY
29.1 All data and information that is acquired or received by any Party in
anticipation of or under this Agreement shall be confidential and shall
not be divulged in any
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September 2, 1998 Page 30
way to any third party, without the prior written approval of the other
Parties, nor shall it be used for any purpose beyond the scope of this
Agreement. Any Party may, without such approval, disclose such data and
information to:
(i) the employees of that Party; or
(ii) the extent required by any applicable laws, or the requirement
of any recognized stock exchange in compliance with its rules
and regulations or in the case if a party wholly owned by a
sovereign government, by the rules of governance of the Party,
or
(iii) any government agency or regulatory authority lawfully
requesting such information or to which such information needs
to be submitted in order to obtain any necessary consent or
approval', or
(iv) any Court of competent jurisdiction acting in pursuance of its
powers; or
(v) professional advisors, auditors and bankers or any bona fide
intending assignee upon obtaining a similar undertaking of
confidentiality; or
(vi) the extent that such data and/or information is generally
available to the public.
Any Party may disclose such data and information to such persons as may
be necessary in connection with the conduct of operations of TAT-14
upon obtaining a similar undertaking of confidentiality from such
persons.
29.2 Each Party shall remain bound by the provisions of this Paragraph 29
during the period of this Agreement and for the period of five years
following termination of this Agreement.
30 ASSIGNMENT OF RIGHTS AND OBLIGATIONS
30.1 No Party may assign, sell, transfer or dispose of part or parts of its
rights or obligations under this Agreement except as otherwise provided
for in Paragraph 9.
30.2 A Party may assign the whole of its rights under this Agreement to a
successor by law, Subsidiary or Affiliate of such Party, or a
corporation or an entity jointly controlling or under the same common
control as such Party, provided that the assigning Party shall remain
jointly and severally liable with the assignee for the performance of
this Agreement for the duration of the Agreement. The Managing Group
may decide that the assigning Party will not remain jointly and
severally liable with the assignee for the performance of this
Agreement for the duration of the Agreement provided that the assigning
Party will give notice to the other Parties in a timely manner, and
provided that the assignee agrees in writing to be bound by the
provisions of this Agreement.
30.3 Except in accordance with Subparagraph 30.2, no Party may assign the
whole of its rights under this Agreement without the written consent of
all the other Parties, such consent shall not be unreasonably withheld.
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September 2, 1998 Page 3l
30.4 If a governmental or other regulatory approval is required lawfully to
effect the proposed assignment, the assigning Party shall be
responsible, at its own expense, for preparing and pursuing the
application for such approval. Such approval shall be obtained in
advance of the assignment unless the relevant governmental or
regulatory authority has formally indicated in writing that the
transfer may proceed in advance of the receipt of the formal approval.
30.5 In each such case of assignment written notice shall be given to the
other Parties in a timely manner by the Party making said assignment.
31 WAIVER
Silence, lateness to invoke or the waiver by any Party of a breach of,
or a default under, any of the provisions of this Agreement, or the
failure of any Party, on one or more occasions, to enforce any of the
provisions of this Agreement or to exercise any right or privilege
hereunder, shall not thereafter be construed as a waiver of any
subsequent breach or default of a similar nature, or as a waiver of any
such provision, right, or privilege hereunder.
32 COMMUNICATIONS
Any notice under this Agreement shall be delivered by hand, first class
mail with postage prepaid, facsimile or e-mail and shall be deemed to
have been given:
(i) when delivered if delivered by hand, facsimile or e-mail (with
receipt acknowledged); or;
(ii) at the expiration of ten (10) days (or thirty (30) days, if a
notice of termination of this Agreement) from the date of
dispatch if delivered by mail.
33 PARAGRAPH HEADINGS, REFERENCES
Headings are inserted for convenience only and shall not affect the
interpretation of this Agreement, References to recitals, clauses, and
attachments are to recitals and clauses of and Schedules to this
Agreement. Unless the context otherwise requires, words importing the
singular number shall include the plural and vice versa. Unless the
context otherwise requires, references to a person include an
individual, firm, body, corporation, unincorporated association, and
government or governmental, semi-governmental or local authority or
agency. Reference to the male shall include the female.
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September 2, 1998 Page 32
34 SEVERABILITY
If any of the provisions of this Agreement shall be invalid or
unenforceable, such invalidity or unenforceability shall not invalidate
or render unenforceable the entire Agreement, but rather the entire
Agreement shall be construed as if not containing the particular
invalid or unenforceable provision or provisions, and the rights and
obligations of the Parties shall be construed and enforced accordingly.
35 EXECUTION OF AGREEMENT AND AMENDMENTS
35.1 Except for revisions to the relevant Schedules, in accordance with
Paragraphs 9, 11 and 21 of this Agreement, the provisions of this
Agreement may be amended or supplemented only by unanimous consent of
all the Parties to this Agreement through an Amendatory Agreement. Such
an Amendatory Agreement shall be signed by a duly authorized
representative of each and every Party or by certain Parties on behalf
of all the Parties, as decided by the General Committee.
35.2 This Agreement and any Amendatory Agreement thereof shall be executed
in three counterparts in English. The NA, one Eastern Terminal Party
and one Western Terminal Party shall receive originals. The NA shall be
the official custodian of the Agreement and shall accord access to such
Agreement and any Amendatory Agreement. The Parties to this Agreement
shall be provided a certified photocopy of any counterpart and any
revised Schedules.
35.3 For revision to the relevant Schedules, in accordance with Paragraphs
9, 11 and 21 of this Agreement, the agreement in writing of the Parties
having their ownership percentages increased or their capacity
assignment changed will be required to formalize the revised Schedules,
which will be considered as part of this Agreement, in substitution for
the preceding version of those Schedules.
36 INTERPRETATION OF THE AGREEMENT AND SETTLEMENT OF DISPUTES
36.1 The construction, interpretation and performance of this Agreement
shall be governed by the laws of Switzerland, except for its conflicts
of law principles.
36.2 Any dispute relating to this Agreement or its subject matter, including
disputes as to validity, performance, breach, or termination, which
cannot be settled by mutual agreement between the Parties, shall be
submitted to binding arbitration under the Rules of Conciliation and
Arbitration of the International Chamber of Commerce as in force on the
date of the commencement of the arbitration and as modified by this
arbitration clause. The appointing and administering body shall be the
International Chamber of Commerce. There shall be only one arbitrator.
The arbitration shall take place in Geneva, Switzerland, and the
proceedings shall be conducted in the English language. The award shall
be final and binding and the Parties hereby waive all means of recourse
to the courts of
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September 2, 1998 Page 33
Switzerland or any other Country. Jucgment on the award may be entered
in any court of competent Jurisdiction.
37 SUCCESSORS BOUND
This Agreement shall be binding on the Parties, their successors and
permitted assigns.
38 ENTIRE AGREEMENT
38.1 This Agreement represents the entire understanding and agreement
between the Parties in relation to the matters dealt with herein, and
supersedes all previous representations, understandings and agreements,
whether oral or written, relating thereto.
38.2 It includes the following documents which are attached hereto and
incorporated herein by reference
SCHEDULES
SCHEDULE A PARTIES TO THE AGREEMENT
SCHEDULE B VOTING INTERESTS, OWNERSHIP INTERESTS IN SEGMENTS AND ALLOCATION
OF CAPITAL, OPERATING AND MAINTENANCE COSTS IN SEGMENTS S AND T.
SCHEDULE C SUMMARY OF ALLOCATED CAPACITY
SCHEDULE C-1 SUMMARY OF ALLOCATED CAPACITY AS ASSIGNED AT THE TIME OF C&MA
SIGNING
ANNEXES
ANNEX 1 TERMS OF REFERENCE FOR MANAGING GROUP
ANNEX 2 TERMS OF REFERENCE FOR THE PROCUREMENT GROUP
ANNEX 3 TERMS OF REFERENCE FOR THE AR&R SUBCOMMITTEE
ANNEX 4 TERMS OF REFERENCE FOR THE F&A SUBCOMMITTEE
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September 2, 1998 Paqe 34
ANNEX 5 TERMS OF REFERENCE FOR THE CENTRAL BILLING PARTY
ANNEX 6 TERMS OF REFERENCE FOR THE NETWORK ADMINISTRATOR
ANNEX 7 SOURCE OF FINANCIAL CHARGE RATES
ANNEX 8 INITIAL OWNERSHIP PRICING MATRIX
ANNEX 9 CAPACITY STRUCTURE
ANNEX 10 ORGANIZATION STRUCTURE
ANNEX 11 CONFIGURATION DIAGRAM
39 TESTIMONIUM
IN WITNESS WHEREOF the Parties have severally subscribed these presents or
caused them to be subscribed in their names and on their behalf by their
respective officers thereunto duly authorized.
For and on behalf of
ABS Telecom plc
---------------------------
For and on behalf of
AT&T Corp.
---------------------------
For and on behalf of
BARAK I.T.C
---------------------------
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September 2, 1998 Page 35
For and on behalf of
BC TEL
---------------------------
For and on behalf of
Belgacom S.A.
---------------------------
For and on behalf of
BellSouth International, Inc.
---------------------------
For and on behalf of
British Telecommunications pIc
---------------------------
For and on behalf of
Cable & Wireless Global Network Organisation Limited
---------------------------
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September 2, 1998 Paqe 36
For and on behalf of
Cable & Wireless, Inc.
---------------------------
For and on behalf of
Carrier 1 AG
---------------------------
For and on behalf of
COMPANHIA PORTUGUESA RADIO XXXXXXX, XX.
---------------------------
For and on behalf of
Com Tech International Corporation
---------------------------
For and on behalf of
CYPRUS TELECOMMUNICATIONS AUTHORITY
---------------------------
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September 2, 1998 Page 37
For and on behalf of
Deutsche Telekom AG
---------------------------
For and on behalf of
Energis Communications Limited
---------------------------
For and on behalf of
Emirates Telecommunications Corporation - ETISALAT
---------------------------
For and on behalf of
France Telecom
---------------------------
For and on behalf of
GTE Intelligent Network Services Incorporated
---------------------------
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September 2, 1998 Page38
For and on behalf of
Hellenic Telecommunications Organisation S.A.
---------------------------
For and on behalf of IXC Communications, Inc.
For and on behalf of
---------------------------
IXNET Limited
---------------------------
For and on behalf of
Japan Telecom Co., Ltd.
---------------------------
For and on behalf of
Kokusai Denshin Denwa Americas Inc.
---------------------------
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September 2, 1998 Page 39
For and on behalf of
KPN Telecom B.V
---------------------------
For and on behalf of
MCI International Inc.
---------------------------
For and on behalf of
NTT Worldwide Network Corporation
---------------------------
For and on behalf of
OY FINNET International AB
---------------------------
For and on behalf of
Pacific Gateway Exchange
---------------------------
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September 2, 1998 Page 40
For and on behalf of
Pacific Gateway Exchange Inc.
---------------------------
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September 2, 1998 Page 40a
For and on behalf of
Rostelecom
---------------------------
For and on behalf of
RSL Communications Limited
---------------------------
For and on behalf of
Singapore Telecommunications Limited
---------------------------
For and on behalf of
Slovenske Telecomunicatie s.e.
---------------------------
For and on behalf of
Sonera Ltd.
---------------------------
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September 2, 1998 Page 41
For and on behalf of
Sprint Communications Company L.P.
---------------------------
For and on behalf of
STAR Telecommunications Inc.
---------------------------
For and on behalf of
StarHub
---------------------------
For and on behalf of
STARTEC GLOBAL COMMUNICATIONS CORPORATION
---------------------------
For and on behalf of
Swisscom Ltd
---------------------------
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September 2, 1998 Page 42
For and on behalf of
Swisscom North America Inc.
---------------------------
For and on behalf of
Tele 2 AB
---------------------------
For and on behalf of
TeleBermuda International Limited
---------------------------
For and on behalf of
Tele Danmark A/S
---------------------------
For and on behalf of
Telef6nica de Espana, S.A.
---------------------------
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September 2, 1998 Page 43
For and on behalf of
Teleglobe USA
---------------------------
For and on behalf of
Telenor Global Services AS
---------------------------
For and on behalf of
Telesur
---------------------------
For and on behalf of
TELIA AB (publ)
---------------------------
For and on behalf of
Telia North America Inc.
---------------------------
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September 2, 1998 Page 44
For and on behalf of
Transoceanic Communications Incorporated
---------------------------
For and on behalf of
Turk Telekomunikasyon A.S.
---------------------------
For and on behalf of
Ultrallne (Bermuda) Limited
---------------------------
For and on behalf of
VIATEL
---------------------------
For and on behalf of
Videsh Xxxxxxx Xxxxx Limited
---------------------------
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September 2, 1998 Page 45
