<PAGE>
MAYA-1 CABLE SYSTEM
CONSTRUCTION AND MAINTENANCE AGREEMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PARAGRAPH PAGE
<S> <C> <C>
1. DEFINITIONS 2
2. MAYA-1 SEGMENTS 4
3. PROVISION OF SEGMENTS 5
4. OWNERSHIP OF SEGMENTS AND ADDITIONAL PROPERTY 5
5. TRANSIT FACILITIES TO EXTEND MAYA-1 CAPACITY AND CONNECTION WITH INLAND SYSTEMS 6
6. ESTABLISHMENT OF THE GENERAL COMMITTEE 7
7. PROCUREMENT GROUP; SUPPLY CONTRACT FOR SEGMENT S 9
8. DEFINITION OF CAPITAL COSTS OF SEGMENT S 10
9. ALLOCATION AND BILLING OF SEGMENT S CAPITAL COSTS 11
10. ASSIGNMENT AND USE OF CAPACITY 13
11. CAPACITY ROUTING 13
12. INCREASE OR DECREASE OF DESIGN CAPACITY 14
13. OPERATION AND MAINTENANCE and restoration OF SEGMENT S 15
14. OPERATION AND MAINTENANCE AND RESTORATION COSTS OF
SEGMENT S-ALLOCATION AND BILLING 17
15. KEEPING AND INSPECTION OF BOOKS 18
16. USE OF SEGMENTS T1 TO T8 19
17. CURRENCY AND PLACE OF PAYMENT 22
18. DEFAULT OF PAYMENT 23
19. SETTLEMENT OF THIRD PARTY CLAIMS BY THE PARTIES 24
20. DURATION OF AGREEMENT AND REALIZATION OF ASSETS 24
21. RELATIONSHIP AND LIABILITY OF THE PARTIES 26
</TABLE>
<PAGE>
TABLE OF CONTENTS (CONTINUED)
<TABLE>
<CAPTION>
PARAGRAPH PAGE
<S> <C> <C>
22. OBTAINING OF LICENSES 27
23. PRIVILEGES FOR DOCUMENTS OR COMMUNICATIONS 27
24. CONFIDENTIALITY 27
25. ASSIGNMENT OF RIGHTS AND OBLIGATIONS 28
26. SEVERABILITY 28
27. WAIVER 29
28. FORCE MAJEURE 29
29. COMMUNICATIONS 29
30. PARAGRAPH HEADINGS 29
31. EXECUTION OF AGREEMENT AND AMENDMENTS 31
32. LAW AND JURISDICTION 31
33. SUCCESSORS BOUND 31
34. ENTIRE AGREEMENT 31
35. TESTIMONIUM 32
</TABLE>
ii
<PAGE>
<TABLE>
<S> <C>
ANNEXES:
ANNEX 1 TERMS OF REFERENCE FOR SUBCOMMITTEES, PROCUREMENT GROUP,
CENTRAL BILLING PARTY AND NETWORK ADMINISTRATOR
EXHIBIT 1 MAYA-1 CABLE SYSTEM PHYSICAL CONFIGURATION
SCHEDULES:
SCHEDULE A PARTIES TO THE AGREEMENT
SCHEDULE B OWNERSHIP OF SEGMENT S AND VOTING INTERESTS.
SCHEDULE C ALLOCATION OF CAPITAL OPERATION AND MAINTENANCE COSTS OF
SEGMENT S.
ALLOCATION OF CAPITAL OPERATION AND MAINTENANCE COSTS OF
T1 TO T8 AT THE SYSTEM INTERFACE OR HIGHER
SCHEDULE D RING MIU'S ASSIGNED TO THE PARTIES
SCHEDULE E ALLOCATION OF CAPITAL AND OPERATION AND MAINTENANCE COSTS
OF SEGMENTS T1 TO T8 FOR LEVELS BELOW SYSTEM INTERFACE
SCHEDULE F QUANTITIES OF 2.0 MBPS PORTS ASSIGNED TO THE PARTIES FOR
LEVELS BELOW SYSTEM INTERFACE
</TABLE>
iii
<PAGE>
MAYA-1 CABLE SYSTEM
CONSTRUCTION AND MAINTENANCE AGREEMENT
This Agreement, made and entered into this 17th 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, telecommunications services are being provided between and among North
America, islands in the Caribbean, Central America and South America, by means
of submarine cable and satellite facilities; and
WHEREAS, the Parties propose to supplement such facilities by providing an
optical fibre submarine cable system called the MAYA-1 Cable System (hereinafter
called "MAYA-1") which will be used to provide telecommunications services to,
beyond and between points in or reached via, Venezuela, Colombia, Panama, Costa
Rica, Cayman Islands, Honduras, Mexico and the United States of America; and
WHEREAS, a Memorandum of Understanding, (hereinafter referred to as the "MOU"),
effective 31 of August 1997, established a framework of organization to be
utilized prior to the signature of this Agreement and to be superseded by this
Agreement; and
WHEREAS, the signatories to the MOU invited other Telecommunications Entities to
become Parties to this Agreement; and
WHEREAS, it is the intention of the Parties to provide and construct MAYA-1 by
the first quarter 2000, and thereafter to operate and maintain it jointly in the
most cost effective manner for an initial period of twenty-five years; and
WHEREAS, the Parties now desire to define the terms and conditions upon which
MAYA-1 will be engineered, provided, constructed, operated, maintained and
restored.
1
<PAGE>
NOW, THEREFORE, the Parties, in consideration of the mutual covenants herein
expressed, covenant and agree with each other as follows:
1. DEFINITIONS
The following definitions shall apply throughout this Agreement:-
- Basic System Module:
A Basic System Module of MAYA-1 shall consist of an STM-1
(155,520,000 bits per second) digital line section with
interfaces provided in accordance with all the appropriate ITU-T
Recommendations.
- Branching Unit:
A device composed of a housing and any associated equipment that
permits interconnection between three cable sections and provides
the optical fibre interconnections and power conductor between
these three sections.
- Cable Landing Point:
Cable Landing Point shall be the beach joint at the respective
cable landing locations or mean low water line if there is no
beach joint.
- Capacity:
(i) Design Capacity:
The capacity of Segment S of MAYA-1 initially consisting of
3024 Ring-MIUs for service and 3024 Ring-MIUs for in-system
restoration.
(iii) Protection Capacity
That capacity available for automatically switched
in-system restoration for operation in a Collapsed Ring
configuration.
- Country:
The word Country as used in this Agreement shall mean country,
territory or place, as appropriate.
- Carrier Parties:
Carrier Parties shall mean all of the Parties who are signatories
to this Agreement, except Transoceanic Communications
Incorporated (TOCI).
- Collapsed Ring:
A ring where two independent bi-directional paths between two or
more points are in the same cable system.
2
<PAGE>
- Maintenance Authorities:
The Maintenance Authorities in MAYA-1 shall be all the Terminal
Parties, which are AT&T, Telmex, Hondutel, Cable & Wireless (CI)
Ltd, ICE, Cable & Wireless Panama S.A., Telecom and CANTV.
- Minimum Investment Unit (MIU) :
One Ring-MIU in MAYA-1.
- Ready for Customer Service (RFCS) Date:
The date on which MAYA-1 will be available for customer service.
The RFCS date of MAYA-1 is scheduled to be 17th May 2000.
- Ready for Provisional Acceptance (RFPA) Date:
The date on which MAYA-1 is to be accepted by the Procurement
Group on behalf of the Parties. The RFPA date of MAYA-1 is
scheduled to be 30th March 2000.
- Ring:
An electrical and/or optical loop that provides two independent
bi-directional paths between two points for the pre-emptible 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
Collapsed Ring configuration with the capability of
bi-directional operation.
- Schedules and Annexes:
Shall be the schedules and annexes attached hereto and made a
part hereof and any written amendments thereto and any schedules
and annexes substituted therefore in accordance with the
provisions of this Agreement.
- Subsidiary:
A corporation having at least 50% of its shares owned directly or
indirectly by a Party.
- System Interface:
The System Interface shall be at the STM-1 (155.52 Mbps) level as
defined by ITU-T recommendations. The digital input/output ports
(either optical or electrical) shall be regarded as a System
Interface location where the 155,520,000 bits per second digital
line section connects with other transmission facilities or
equipment.
- Telecommunications Entity:
Any entity authorised or permitted under the laws of its
respective Country, or the Country or Countries in which it
operates, to acquire and use facilities for the provision of
international telecommunications services.
3
<PAGE>
- Terminal Parties:
The Terminal Parties are AT&T, Telmex, Hondutel, Cable & Wireless
(CI) Ltd., ICE, Cable & Wireless Panama, S.A., Telecom and CANTV
- United States Carrier Party:
A Party, or its Affiliate or Subsidiary, who has a facility based
license to provide international telecommunication services from
the United States.
2. MAYA-1 SEGMENTS
2.1 In accordance with this Agreement, MAYA-1 shall be regarded as
consisting of one interconnected Collapsed Ring which shall
contain two fibre pairs with five Branching Units connecting to
the Cable Landing Points.
2.2 MAYA-1 shall include the following Segments:
2.2.1 Segment S: Shall consist of the whole of the submarine cable
system and shall also include the following:
(i) all submarine lightguide transmission equipment including
the System Interface and higher level equipment, power
feeding and special test equipment directly associated with
the submersible plant, located in their respective cable
stations;
(ii) the cable station power equipment provided wholly for use
with the equipment listed in (i) above;
(iii) the transmission cable equipped with appropriate optical
amplifiers, Branching Units and joint housings between the
cable stations; and
(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 at the respective
cable stations.
2.2.2 Segments T shall be associated with the following locations:
Segment T1 : The land segment at Hollywood, Florida, USA
Segment T2 : The land segment at Cancun, Mexico
Segment T3 : The land segment at Puerto Cortes, Honduras
Segment T4: The land segment at Boatswains Point, Grand Cayman
Segment T5 : The land segment at Puerto Limon, Costa Rica
Segment T6 : The land segment at Colon, Panama
4
<PAGE>
Segment T7 : The land segment at Tolu Colombia
Segment T8: The land segment at ______Venezuela
The Segments T1 to T8 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 cable ducts between
a cable station and its respective Cable Landing Point, and
an appropriate share of common services and equipment at
each of the locations; and
(ii) any cross connect equipment, multiplex equipment and test
equipment necessary to establish transmission rates at or
below the nominal 155 Mbit/s level according to all
appropriate ITU-T Recommendations, required to operate and
interface at the digital input/output ports (either optical
or electrical), associated solely with MAYA-1, but which is
not a part of Segment S; and
(iii) any other services and equipment associated solely with
MAYA-1.
3. PROVISION OF SEGMENTS
3.1 Each of the Segments T1 to T8 shall be provided by the Terminal
Party owning that segment, as shown in Subparagraph 4.1 below, in
accordance with the terms of Paragraph 16 of this Agreement.
Segments T1 to T8 shall be provided in sufficient time to permit
MAYA-1 to be placed into operation by the RFCS Date.
3.2 Segment S shall be provided through a Supply Contract to be
placed by the Procurement Group in accordance with Paragraph 7 of
this Agreement.
4. OWNERSHIP OF SEGMENTS AND ADDITIONAL PROPERTY
4.1 The Segments T1 to T8 of MAYA-1 shall be owned as follows:
Segment T1 shall be owned by AT&T.
Segment T2 shall be owned by TELMEX.
Segment T3 shall be owned by HONDUTEL.
Segment T4 shall be owned by CABLE & WIRELESS (CI) Ltd.
Segment T5 shall be owned by ICE.
Segment T6 shall be owned by. CABLE & WIRELESS PANAMA, S.A.
Segment T7 shall be owned by. TELECOM.
Segment T8 shall be owned by CANTV ( Optional)
5
<PAGE>
4.2 Segment S shall be owned by the Parties in common and undivided
shares in the proportions set forth in Schedule B.
4.3 In this Agreement, references to any Segment, however expressed,
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 optical amplifiers, cable lengths and
terminal equipment.
4.4 In accordance with Paragraph 16 of this Agreement each Party to
whom capacity in MAYA-1 is assigned pursuant to this Agreement
shall have the right to use, for the duration of this Agreement,
Segments T1 to T8 in which it has no ownership interest, to the
extent required for the use of its assigned capacity.
5. TRANSIT FACILITIES TO EXTEND MAYA-1 CAPACITY AND CONNECTION WITH
INLAND SYSTEMS
5.1 Transit Facilities
5.1.1 Each of the Parties shall use all reasonable efforts to furnish
and maintain, or cause to be furnished and maintained, in working
order for other Parties in MAYA-1, for the duration of this
Agreement, the necessary facilities in their respective Countries
as may be reasonably required for extending capacity in MAYA-1
assigned to such Parties for the purpose of handling
communications transiting the Country involved.
5.1.2 Such facilities referred to in Subparagraph 5.1.1 shall be
suitable for extending capacity in MAYA-1 and shall be furnished
and maintained on terms and conditions which shall be no less
favorable than those granted to other international
Telecommunications Entities 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.
5.2 Inland Extension Facilities
5.2.1 Each of the Parties, at its own expense, on or before the RFPA
Date shall 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 MAYA-1
with appropriate inland communications facilities in its
operating Country. With respect to the United States, "inland"
refers to the continental United States.
5.2.2 Upon request AT&T will, under separate agreement, provide U.S.
Carrier Parties suitable space for co-location at the Hollywood
cable station. AT&T may provide such space in a building separate
from its cable station, but adjacent to the cable station. For
these purposes, such U.S. Carrier Parties shall have the right to
provide their own personnel and equipment in such space and shall
reimburse AT&T for the reasonable jointly agreed costs incurred
in complying with this Subparagraph 5.2.2, including, but not
limited to, the costs of any building additions that may be
reasonably required.
6
<PAGE>
5.2.3 Upon request AT&T will, under separate agreement provide
connection at the Hollywood cable station for operation and
control purposes relating to capacity assigned, or to be
assigned, to the US Carrier Parties in MAYA-1.
5.3 The obligations to provide facilities under this Paragraph 5
shall require the provision of intrinsically digital facilities.
6. ESTABLISHMENT OF THE GENERAL COMMITTEE
6.1 For the purpose of directing the progress of the engineering,
provision, installation, bringing into service and continued
operation of MAYA-1, the Parties shall form a MAYA-1 General
Committee (hereinafter called the "General Committee") consisting
of one representative of each of the Parties. The General
Committee shall make all decisions necessary on behalf of the
Parties to effectuate the purpose of this Agreement.
6.2 HONDUTEL shall provide the Coordinator of the General Committee.
For the conduct of its meetings, the General Committee shall
elect a chairman for each meeting.
6.3 Two or more Parties may designate the same person to serve as
their representative at specific meetings of the General
Committee or of its Subcommittees or any other group established
pursuant to Subparagraph 6.5 of this Agreement.
6.4 Following are the terms governing the meetings and decisions of
the General Committee:
(i) The General Committee shall meet on the call of the
Coordinator or whenever requested by one or more Parties
having at least five percent (5%) of the total voting
interests in Segment S as specified in Schedule B. The
General Committee Coordinator 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 where at least
seventy-five percent (75%) of the total voting interests
specified in Schedule B is in agreement. Discussion
documents for the meeting should be made available to
members fourteen (14) days before the meeting, but the
General Committee may agree to discuss papers distributed
on less than fourteen (14) days notice. Meetings of the
General Committee shall be considered convened if at least
sixty-seven percent (67%) of the total voting interests
specified in Schedule B, including at least four (4)
Terminal Parties, is represented by the attending Parties
(hereinafter called "Quorum").
(ii) All decisions made by the General Committee shall be
subject, in the first place, to deliberation among the
Parties, which shall use all reasonable efforts to make
decisions by general agreement. However, in the event
agreement cannot be reached, the decision shall be put to
the vote. The decision shall then be adopted by the
absolute majority (more than one half) of the total voting
interests in Segment S, as specified in Schedule B,
provided that at least four (4) Terminal Parties are with
the said majority. This absolute majority rule will be
applied, except as otherwise provided in this Agreement. A
member of the General Committee representing more than one
Party shall separately cast the votes to which each Party
it represents is entitled.
7
<PAGE>
(iii) Following the call for a General Committee meeting, if the
General Committee Coordinator has not received confirmation
of attendance by the Parties to ensure that a Quorum for a
General Committee meeting will be achieved, or in case the
meeting is convened and there is no Quorum, or in case that
during the current meeting a majority (more than one half)
of the total voting interests specified in Schedule B has
not been reached in a vote, the General Committee
Coordinator shall, within ten (10) days, send out
invitations to all Parties for another General Committee
meeting indicating the circumstances for rescheduling the
meeting with the same working agenda. In such cases, while
no Quorum will be required, there must be four Terminal
Parties present and any vote will be carried by a majority
(more than one half) of the voting interests represented at
the meeting.
6.5 To aid the General Committee in the performance of the duties
assigned to it pursuant to this Agreement, the following bodies
shall be formed:
(i) The Procurement Group (hereinafter called "PG"), which
shall report to the General Committee and have the
responsibilities set forth in Paragraph 7 herein.
(ii) a Capacity Assignment, Routing and Restoration Subcommittee
(hereinafter called the "AR&R Subcommittee") which shall
report to the General Committee;
(iii) an Operation and Maintenance Subcommittee (hereinafter
called the "O&M Subcommittee") which shall report to the
General Committee;
(iv) a Financial and Administrative Subcommittee (hereinafter
called the "F&A Subcommittee") which shall report to the
General Committee;
(v) a Network Administrator (hereinafter called "NA") which
shall initially report to the AR&R Sub-Committee.
These bodies, under the direction of the General Committee, shall
be responsible for their respective areas of interest as listed
in Annex 1 and any other areas of interest designated by the
General Committee. The General Committee may also appoint other
groups or Subcommittees to address specific questions which may
arise during the period this Agreement is in force.
The Subcommittees shall meet at least once annually after the
Effective Date of this Agreement and more frequently if
necessary, until final acceptance of MAYA-1 and thereafter as may
be appropriate. Meetings of the Subcommittees may be called to
consider specific questions, at the discretion of its Chairman or
whenever requested by one or more Parties representing at least
five percent (5%) of the total voting interests in Segment S as
specified in Schedule B. The Chairman 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 Chairman of each
Subcommittee, or his designated representative, may attend
meetings of the other Subcommittees in an advisory capacity as
necessary.
After final acceptance of MAYA-1, the General Committee shall
determine whether any of its Subcommittees or any other group
should remain in existence. In the event that the General
Committee determines that any of its Subcommittees, or any other
group should not remain in existence, the General Committee will
determine, in accordance with
8
<PAGE>
Subparagraph 6.4 of this Agreement, the manner in which the
Subcommittees or any other group's responsibilities shall be
reassigned.
6.6 To aid the General Committee in the billing functions involved
with MAYA-1, a Central Billing Party (hereinafter called the
"CBP") shall be appointed. A representative of the CBP will
participate in all meetings of the F&A Subcommittee and, if
requested, in the General Committee and Subcommittees or other
groups according to their Terms of Reference listed in Annex 1.
The General Committee shall determine how long the CBP will be in
existence . The CBP shall report to the F&A Subcommittee, until
otherwise directed by the General Committee.
6.7 All decisions made by the General Committee shall be binding on
the parties. No decisions of the General Committee or its
Subcommittees or any other group established by the General
Committee shall override any provisions of this Agreement nor
shall they deprive any Party of its rights hereunder.
7. PROCUREMENT GROUP; SUPPLY CONTRACT FOR SEGMENT S
7.1 AT&T, Cable & Wireless (CI) Ltd., Cable & Wireless Panama, S.A.,
Hondutel, ICE, MCII, Sprint, Telecom, Telmex, and CANTV shall
form the Procurement Group in accordance with its Terms of
Reference contained in Annex 1. AT&T, Cable & Wireless GN,
Hondutel, ICE, MCII and Sprint shall enter into a contract
(hereinafter called the "Supply Contract") on a several but not
joint basis 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 MAYA-1,
except for such Segment S work as may be performed by the
Terminal Parties or their subcontractors.
7.2 Following the submission and evaluations of proposals submitted
through open international tender, the Supplier shall be
recommended by the Procurement Group for approval by the General
Committee. The Supply Contract shall be entered into on such
terms and conditions as may be acceptable to the General
Committee.
7.3 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 MAYA-1 to be placed into operation
by the RFCS Date. The Supply Contract shall require the Supplier
to guarantee that this Segment will conform to the technical
performance requirements for MAYA-1 as specified in the Supply
Contract.
7.4 In the event that Segment S of MAYA-1 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
planned 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 General Committee.
9
<PAGE>
7.5 The members of the Procurement Group shall not be liable to each
other or 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
MAYA-1 not meeting the RFPA Date as specified in the Supply
Contract, or if MAYA-1 does not perform in accordance with the
technical specifications and other requirements of the Supply
Contract, or MAYA-1 is not 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 MAYA-1 will be placed into operation.
The Parties hereby agree that nothing in this Agreement shall be
construed as such a warranty or guarantee.
8. DEFINITION OF CAPITAL COSTS OF SEGMENT S
8.1 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 submersible
plant, or in installing or causing to be installed cable system
equipment, and shall include:
(i) the costs incurred under the MAYA-1 MOU, applicable to the
cable system; and
(ii) those costs payable to the Supplier under the Supply
Contract ; and
(iii) other costs incurred under the direction of the Procurement
Group and those capital costs directly incurred by the
Terminal Parties, the CBP or any Party authorized by the
General Committee 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 MAYA-1. 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
General Committee, at the rate at which such Party
generally incurred such financial charges, supervision,
overheads, 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 meetings but
excluding attendance by the Parties representatives at such
meetings. Such costs shall also include costs incurred by
the Parties in holding the Procurement Group and its
Working Groups' meetings and the attendance by the Parties'
representatives at such meetings.
10
<PAGE>
8.2 Capital costs for lower level multiplex equipment below the
System Interface level shall be part of Segments T and shall be
borne by the users of such multiplex equipment.
8.3 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 to fully
perform any provision of the Supply Contract, shall accrue to the
benefit of all the Parties in proportion to their investment in
MAYA-1 in accordance with Schedule B.
9. ALLOCATION AND BILLING OF SEGMENT S CAPITAL COSTS
9.1 The capital costs of engineering, providing, constructing and
installing Segment S of MAYA-1, including any additional work or
property incorporated subsequent to the RFPA Date by agreement of
the Parties, shall be borne by the Parties in the proportions set
forth in Schedule C.
9.2 The CBP shall receive invoices from the Supplier for the costs
due and included in the Supply Contract. Any Party which has
incurred a capital cost in accordance with Subparagraphs 8.1(i)
and 8.1(iii) shall each promptly render invoices to the CBP for
the cost of items directly incurred by them. 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. These bills shall not be rendered more frequently than
once a month and shall be rendered in accordance with Schedule C.
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 on which the bills were rendered by the CBP. The bills
will be rendered by the CBP in US dollars (USD). This currency
can be changed by a decision of the General Committee.
9.3 For the purpose of this Agreement, financial charges shall be
computed, as appropriate, at a rate equal to the lowest of: the
publicly announced prime rate or the minimum commercial lending
rate, however described, for ninety-day loans on the 1st working
day of each month during which the said financial charges of the
following banks computed on a daily basis from the date the said
amount is incurred until the date payment is due:
Bills rendered by the Parties:
Citibank, N.A., New York City, or
Chase Manhattan Bank N.A., New York City
If the General Committee shall authorize a Party other than a
Terminal Party to render invoices, the same rate defined above
will apply.
11
<PAGE>
9.4 For the purposes of this Agreement, "paid" shall mean that the
funds are available for immediate use by the recipient.
9.5 Bills not paid when due shall accrue extended payment charges
from the day following the day on which payment was due (in
accordance with Subparagraph 9.2) 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 two-hundred percent
(200%) of the appropriate financial charges as indicated in
Subparagraph 9.3 on the day following the date payment of the
bill 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.
9.6 Late payment charges recovered by CBP in excess of the amounts
paid or due shall accrue to the benefit of all the Parties, in
accordance with Subparagraph 8.3.
9.7 Procedures for rendering credits for refunds of appropriate
financial charges and procedures for rendering bills for extended
payment charges will be developed by the CBP, and submitted to
the General Committee for approval through the F&A Sub-Committee.
9.8 The CBP will compute final adjustments as soon as practicable
after the RFPA Date, but not later than sixty (60) days after the
date of the final invoice issued by the Supplier, or by the
Parties authorized by the General Committee to issue invoices.
Such adjustments will be based on the latest updated Schedules as
of the RFPA Date as provided by the NA. In particular the CBP
will compute the amount of each Party's share of the capital
costs of Segment S in accordance with the relevant Schedules, and
shall make all appropriate financial adjustments and shall render
any necessary bills or refunds in the next billing cycle. This
will allow each Party to bear its proper share of the capital
costs of Segment S, following the final settlement.
9.9 A bill 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 bill in question. If the objection is sustained
and the billed Party has paid the disputed bill, 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 9.3
of this Agreement from the date of payment of the bill 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 bill, said Party will pay such bill promptly
together with any extended payment charges calculated thereon at
a rate determined in accordance with Subparagraph 9.5 of this
Agreement from the day following the date on which payment of the
bill was due until paid. Nothing in this Subparagraph shall
relieve a Party from paying those parts of a bill that are not in
dispute. The provisions of this Subparagraph shall be applied in
accordance with Paragraph 15 of this Agreement.
12
<PAGE>
10. ASSIGNMENT AND USE OF CAPACITY
10.1 A Ring-MIU will only be assigned on a wholly-owned basis between
System Interface locations in accordance with Schedule D.
10.2 A Ring-MIU will be the minimum assignable capacity.
10.3 Each Ring-MIU may be assigned individually for the provision of
service in MAYA-1 between the corresponding System Interface
locations.
10.4 A Ring-MIU in the Ring will be portable and shall be allowed to
originate or terminate a 2.0 Mbps bearer in one of any cable
stations in accordance with the procedures developed by the
Network Administrator.
10.4.1 The holder of a Ring-MIU is permitted to move its termination
from one cable station to another cable station in accordance
with Subparagraph 16.3.3
10.4.2 Portable means that the holder of a Ring-MIU, having already paid
the costs of all the cable stations in accordance with Schedule
C, is permitted to move such Ring-MIU from one cable station to
any other cable station, without any increase in Ring-MIU
investment, or any additional cable station Right to Use cost at
STM 1 or higher levels, in accordance with the procedures
developed by the NA.
10.5 Ring-MIUs may be transferred between and among the Parties on an
ownership basis at any time prior to the RFPA Date. After the
RFPA Date any transfer of Ring-MIUs shall be made on an other
than ownership basis. However, the General Committee may approve
requests of ownership transfers among the Parties during the life
of MAYA-1.
10.5.1 The transfer of Ring-MIUs to a Telecommunications Entity not a
Party to this Agreement can only be made on an other than
ownership basis.
10.6 In accordance with procedures developed by the AR&R SC and
approved by the General Committee the protection path of a 2.0
Mbps Ring can be operated , between the same two points of the
main path, on a pre-emptible bi-directional basis for the
provision of unprotected service.
10.7 The communications capability of any Ring-MIU assigned in
Schedule D may be optimized by the Party to whom the Ring-MIU is
assigned by the use of equipment which will more efficiently use
the Ring-MIU, provided that the use of such equipment does not
cause an interruption of, or interference to, the use of any
other Ring-MIU in MAYA-1.
10.8 The use of Protection Capacity for restoration of other
telecommunications systems is defined in Subparagraph 13.12.
11. CAPACITY ROUTING
11.1 At times to be determined by the General Committee, the capacity
routing of the Parties shall be reviewed and established in such
a way as is necessary to allocate the capacity in MAYA-1 to
achieve the most efficient utilization of the entire MAYA-1. Such
routing shall be as determined by the AR&R Subcommittee pursuant
to the Terms of Reference as set forth in Annex 1 of this
Agreement, and shall be based on principles of capacity routing
which shall be established by the AR&R Subcommittee and approved
by the General Committee.
13
<PAGE>
11.2 The NA shall administer the routing of capacity associated with
occasional use of capacity and restoration of other systems. Such
routing shall be as determined by the NA pursuant to the Terms of
Reference as set forth in Annex 1 of this Agreement and shall be
based on principles of capacity routing which shall be approved
by the General Committee.
11.3 In order to exercise the rights afforded in Subparagraph 10.6 of
this Agreement, Ring-MIUs assigned to one or more Parties may be
rearranged by the Network Administrator, if so requested by such
Party or Parties, so far as reasonably possible, provided that:
(i) the agreement of other Parties with assigned Ring-MIUs,
that would be affected by the proposed rearrangement is
obtained; and,
(ii) all costs arising from the proposed rearrangement are paid
by the Parties requesting it.
12. INCREASE OR DECREASE OF DESIGN CAPACITY
12.1 The General Committee may decide to increase the Capacity of
MAYA-1 or any Segment thereof beyond its Design Capacity. In such
a case the General Committee shall agree on the terms and
conditions of such increase. For such agreement a sixty-seven
percent (67%) majority of the total voting interests specified in
Schedule B is required together with the agreement of the
affected Terminal Parties.
12.2 In the event that the Design Capacity is less than the total
capacity assigned as specified in Schedule D, the capacity
assigned to the Parties shall be reduced in the proportions in
which the capacity was assigned to the Parties immediately
preceding such decrease in capacity. Any decrease of capacity in
MAYA-1 shall only take place after all possible alternatives have
been exhausted. The assignment of fractional interests in
capacity of less than one Ring-MIU resulting from such reductions
shall be determined by agreement of the General Committee.
12.3 If the capacity of Segment S is increased beyond its Design
Capacity pursuant to the agreement of the General Committee, the
additional capacity which becomes available shall be assigned to
the Parties in MAYA-1 in the proportions in which capacity was
assigned to the Parties immediately preceding such increase. The
assignment of any fractional interests in additional capacity
resulting from such increases shall be determined by agreement of
the General Committee.
12.4 In the event of a decrease or an increase in the capacity as
provided for in Subparagraphs 12.1, 12.2 and 12.3 of this
Agreement, the General Committee shall agree on the terms and
conditions of such increase or decrease.
14
<PAGE>
12.5 Notwithstanding Subparagraph 12.3, a Party may decline to accept
all or any part of its proportionate share of an increase in
capacity provided that it has previously expressed its intentions
to so decline during the discussion of any proposal to expand the
Design Capacity and has not voted for such increase in the vote,
if any, taken by the Parties on such proposal to expand the
Design Capacity. If the Party so notifies, it shall not be liable
for payments for capital, operation and maintenance costs
attributable to any increase in capacity in which it declined to
participate.
12.6 The appropriate Schedules will be modified to reflect the
reassignment, increase or decrease of Capacity pursuant to the
Paragraph 12.
13. OPERATION AND MAINTENANCE AND RESTORATION OF SEGMENTS
13.1 The responsibilities for operation and maintenance are as
follows:
- AT&T shall be responsible for the operation and maintenance
of Segment T1 and that portion of Segment S between the
System Interface and its respective Cable Landing Point on
behalf of the Parties.
- TELMEX shall be responsible for the operation and
maintenance of Segments T2 and that portion of Segment S
between the System Interface and its respective Cable
Landing Point on behalf of the Parties.
- HONDUTEL shall be responsible for the operation and
maintenance of Segment T3 and that portion of Segment S
between the System Interface and its respective Cable
Landing Point on behalf of the Parties.
- CABLE & WIRELESS (CI) Ltd. shall be responsible for the
operation and maintenance of Segment T4 and that portion of
Segment S between the System Interface and its respective
Cable Landing Point on behalf of the Parties.
- ICE shall be responsible for the operation and maintenance
of Segment T5 and that portion of Segment S between the
System Interface and its respective Cable Landing Point on
behalf of the Parties.
- CABLE & WIRELESS PANAMA, S.A. shall be responsible for the
operation and maintenance of Segments T6 and that portion
of Segment S between the System Interface and its
respective Cable Landing Point on behalf of the Parties.
- TELECOM shall be responsible for the operation and
maintenance of Segment T7 and that portion of Segment S
between the System Interface and its respective Cable
Landing Point on behalf of the Parties.
- CANTV shall be responsible for the operation and
maintenance of Segment T8 and that portion of Segment S
between the System Interface and its respective Cable
Landing Point on behalf of the Parties.
13.2 The Maintenance Authorities shall be jointly responsible for the
operation and maintenance of Segment S according to a joint
system maintenance document (jsmd) to be developed by the O&M
Subcommittee. The responsibilities for the operation and
maintenance of Segment S shall be identified and reviewed by the
O&M Subcommittee.
15
<PAGE>
13.3 Prior to the System RFPA Date the Maintenance Authorities shall
submit for review by the O&M Subcommittee and approval by the
General Committee appropriate practices and procedures for the
continued operation and maintenance of Segment S. The Maintenance
Authorities shall each provide information to the O&M
Subcommittee regarding the practices and procedures for the
continued operation and maintenance of their respective Segments.
The Maintenance Authorities shall also furnish such budgetary
estimates of the cost of such operation and maintenance of MAYA-1
as the O&M Subcommittee may reasonably request. Following the
System RFPA Date, the Maintenance Authorities shall provide the
O&M Subcommittee and the General Committee with such reports as
it may reasonably require on the operation and maintenance of
MAYA-1 including any proposals for planned repair or improvement
work, together with appropriately revised budgetary estimates
relating to the operation and maintenance of MAYA-1. The O&M
Subcommittee may review and amend the practices and procedures
for the operation and maintenance of Segment S, subject to the
approval of the General Committee. The General Committee may
revise the allocation of responsibility for the operation and
maintenance of Segment S.
13.4 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
they are responsible, in efficient working order. The Maintenance
Authorities shall discharge their responsibilities in a manner
consistent with applicable international submarine cable
maintenance practices and with an objective of achieving
effective and timely repairs when necessary.
13.5 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
co-ordination 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 have a significant impact
on operation or maintenance costs. Should one or more Parties
representing at least five percent (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
O&M Subcommittee Chairman in writing within thirty (30) days of
such advice. Upon such notification, the O&M Subcommittee shall
initiate action to convene an ad hoc meeting for such review.
13.6 Each Maintenance Authority shall have prompt access to all system
maintenance information, necessary to the performance of its
duties, appropriate to those parts of MAYA-1 not covered by its
authority.
13.7 No Party hereto shall be liable to any other Party for any loss
or damage sustained by reason of any delay in provision, failure
in or breakdown of the facilities constituting MAYA-1 or any
interruption of service, whatsoever shall be the cause of such
failure, breakdown or interruption, and however long it shall
last.
13.8 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
other Party, the General Committee may, to the extent that it is
practical to do so, place or cause to
16
<PAGE>
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.
13.9 Each Party, at its own expense, and upon reasonable advance
notice to the Maintenance Authorities, shall have the right to
inspect from time to time the operation and maintenance of any
part of MAYA-1 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 MAYA-1.
13.10 Each Maintenance Authority shall be and is hereby authorised to
pursue claims in its own name, on behalf of the Parties, in the
event of any damage or loss to MAYA-1 and may file appropriate
lawsuits or other proceedings on behalf of the Parties. Subject
to obtaining the prior concurrence of the General Committee, 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.
13.11 The Maintenance Authorities of Segment S 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 approval
by the General Committee and shall provide the Parties with
copies of such agreements on request.
13.12 The restoration of MAYA-1 shall be provided as follows:
(i) The Terminal Parties on behalf of the Parties shall secure
by the RFCS Date sufficient facilities dedicated to the
restoration plans formulated by the AR&R Subcommittee.
(ii) The AR&R Subcommittee shall develop recommendations for all
restoration guidelines, including wherever possible cable
on cable restoration, and the relevant duties, rights and
costs, for General Committee approval.
(iii) The restoration of MAYA-1 shall be provided under a
separate agreement amongst the Parties, the terms and
conditions of such agreement shall be developed by the AR&R
Subcommittee for General Committee approval.
14. OPERATION AND MAINTENANCE AND RESTORATION COSTS OF SEGMENT S -
ALLOCATION AND BILLING
14.1 The operation and maintenance costs for Segment S of MAYA-1 shall
be shared by the Parties in the relevant proportions specified in
Schedule C.
14.2 The restoration costs for Segment S of MAYA-1 shall be shared by
those Parties to whom restoration shall be provided in accordance
with Subparagraph 13.12.
17
<PAGE>
14.3 The operation and maintenance costs to which Subparagraph 14.1 of
this Agreement 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. 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 of MAYA-1 under Subparagraph 14.1
of this Agreement.
14.4 The restoration costs to which Subparagraph 14.2 of this
Agreement refers are the costs reasonably incurred in providing
and maintaining the facilities dedicated to such a restoration,
including, but not limited to cable on cable restoration costs,
terrestrial network costs and satellite costs.
14.5 The General Committee 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 MAYA-1. 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. The General Committee will
determine the manner in which these costs will be billed to the
Parties.
14.6 The Maintenance Authorities or the CBP, as appropriate, shall
bill the Parties in accordance with this Paragraph 14. Bills
shall not be rendered more frequently than once a quarter and
shall be paid within forty-five (45) days from the date they were
rendered . The billing procedures specified in Subparagraphs 9.3,
9.5, 9.7 and 9.9 of this Agreement shall be applicable to all
bills rendered pursuant to this Paragraph 14.
15. KEEPING AND INSPECTION OF BOOKS
15.1 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 such costs with respect to the engineering, provision and
installation of facilities in Segment S of MAYA-1 for a period of
five (5) years from the date of Provisional Acceptance, as
provided in the Supply Contract.
15.2 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 15.1 of this Agreement and to maintain such records
for a period of five (5) years from the date of Provisional
Acceptance, as provided in the Supply Contract.
15.3 The Procurement Group shall ensure that the Supply Contract shall
afford the representatives designated by the General Committee
the right to review the books,
18
<PAGE>
records, vouchers and accounts required to be kept, maintained
and obtained pursuant to Subparagraphs 15.1 and 15.2 of this
Agreement.
15.4 The Terminal Parties and any other Party having incurred costs
for implementation of MAYA-1 as authorized by the General
Committee shall each keep and maintain such books, records,
vouchers and accounts of all Segment S costs as defined in
Paragraph 8 of this Agreement and Segments T1 to T8 costs, which
they incur and are not included in the Supply Contract for a
period of five (5) years from the System RFPA Date or the date
the work is completed, whichever is later.
15.5 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 MAYA-1 as authorized by the General Committee
and costs billable under the Supply Contract for a period of five
(5) years from the System RFPA Date or the date on which the work
is completed, whichever is later.
15.6 With respect to operation and maintenance costs of Segments S and
T1 to T8, 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.
15.7 Any Party keeping and maintaining books, records, vouchers and
accounts of costs pursuant to Subparagraphs 15.4, 15.5 and 15.6
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.
16. USE OF SEGMENTS T1 TO T8
16.1 IRU
16.1.1 AT&T, the owner of Segment T1, as specified in Paragraph 4 of
this Agreement hereby grants to the Parties hereto respectively,
in accordance with the terms and conditions for the assignment
and use of capacity specified in Paragraph 10, an Indefeasible
Right of Use (hereinafter called "IRU") interest in Segment T1
including any additions thereto, for the purpose of using MAYA-1
and carrying on the related activities at that location in
accordance with this Agreement as provided in this Paragraph 16.
Such IRU interest shall commence on the RFPA Date, or the day a
Party first places into operation, whichever occurs first, any of
its assigned capacity in a particular cable station. Such IRU
interest shall continue for the duration of this Agreement.
16.1.2 For the IRU interest in Segment T1, the Parties hereto shall pay
that portion of the capital costs, operating, supervision and
maintenance costs of such cable station, including additions
hereto, allocable to MAYA-1 in the proportions specified in
Schedules C and E. Where the use of the cable station or certain
equipment situated therein, such as power supplies or testing and
maintenance equipment, is shared by agreement of the Parties, by
the MAYA-1 and other telecommunications systems terminating at
the cable station, the capital, maintenance and operating costs
of such cable station, including the relevant equipment (not
solely attributable to a particular cable system or systems),
will be allocated among the cable systems involved in the
proportion in which each uses the shared
19
<PAGE>
equipment or facilities. For such purposes, use of a shared cable
station or of shared cable station equipment therein attributable
to a particular system shall be determined on the basis of the
ratio of:
(i) The installed cost of the cable station equipment
(excluding shared equipment) associated with the particular
Cable System to
(ii) The installed cost of the cable station equipment
(excluding shared equipment) associated with all systems,
including MAYA-1 which makes use of the shared facility.
16.1.3 In determining the capital costs of the Segment T1 IRU, AT&T
shall take into account the costs reasonably incurred for the
provision and construction of the cable station, or for causing
itto be provided and constructed, and installing or causing to be
installed, cable station equipment, in accordance with the
accounting practices of AT&T, provided such practices are in
accordance with generally accepted accounting principles of the
United States. This includes all such expenditures 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 AT&T, but including income taxes paid by
AT&T related to the import of services), appropriate financial
charges limited to sixty (60) days at the rate specified in
Subparagraph 9.3, supervision 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.
16.1.4 For the use of Segment T1 the relevant Parties shall pay, as per
Schedules C and E, to AT&T their share of capital cost, operation
and maintenance costs as provided in Subparagraphs 16.3.1 and
16.3.2.
16.1.5 In the event of sale or other disposition of Segment T1 or any
part thereof, upon the termination of MAYA-1 or the corresponding
part thereof to ensure salvage rights, AT&T shall share with the
other Parties hereto any net proceeds, or costs, of such sale or
disposition received, or expenses in the proportion in which the
Parties' interests in the subject sale or disposition are
specified in Schedules C and E at the time of the sale or
disposition.
16.1.6 In the event that AT&T elects, upon termination of the Agreement,
to retain the ownership of all or part of Segment T1, AT&T shall
pay each of the other Parties hereto the capital cost incurred by
those Parties plus financial charges and less amortization for
the elapsed time, of such Segment in the proportions in which the
Parties' interests are specified in Schedules C and E at the time
this Agreement is terminated.
16.2 RIGHT TO USE
16.2.1 The owners of Segments T2, T3,T4, T5, T6, T7 and T8 as specified
in Paragraph 4 of this Agreement hereby grant to the Parties
hereto respectively, in accordance with the terms and conditions
for the assignment and use of capacity specified in Paragraph 10,
the right to use (hereinafter called "Right to Use") such
Segments including any addition thereto, for
20
<PAGE>
the purpose of using MAYA-1 and carrying on the related
activities at those locations in accordance with this Agreement
as provided in this Paragraph 16, provided however, that TOCI
shall hold the Right to Use interest on behalf of AT&T. Such
Right to Use interest shall commence on the RFPA Date, or the day
a Party first places into operation, whichever occurs first, any
of its assigned capacity in a particular cable station. Such
Right to Use interest shall continue for the duration of this
Agreement.
16.2.2 For the use of Segments T2, T3, T4, T5, T6, T7 and T8 , in
accordance with the terms and conditions for the assignment and
use of capacity specified in Paragraph 10, the relevant Parties
shall pay, as per Subparagraphs 16.3.1 and 16.3.2, to the owners
of the respective Segments T, a lump sum to cover an appropriate
share of the capital costs reasonably incurred, together with a
quarterly charge to cover an appropriate share of the costs of
maintenance, supervision and operation of that Segment.
16.2.3 In determining the lump sum amount of the cable stations Right to
Use, the Terminal Parties shall take into account the costs
reasonably incurred for 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, provided such practices are in accordance
with generally accepted accounting principles of the country of
such Terminal Party. This includes all such expenditures
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 Terminal
Party, but including income taxes paid by a Terminal Party
related to the import of services), appropriate financial charges
limited to sixty (60) days at the rate specified in Subparagraph
9.3, supervision 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.
16.2.4 Nothing contained in Paragraph 16.2 shall be deemed to vest in
any Party, other than the owner of the relevant Segment, any
salvage rights in Segments T2, T3, T4, T5, T6, T7 and T8 or in
the respective cable station or in any cable station substituted
therefore.
16.3 IRU and RIGHT TO USE
16.3.1 The portion of capital costs and operation and maintenance costs
of Segments T1 to T8 as defined in Subparagraph 2.2.2.(i) and
other services and equipment included in Subparagraph 2.2.2.(iii)
at the System Interface level or higher levels shall be shared by
the Parties in the proportions specified in Schedule C for
Ring-MIUs.
16.3.2 The portion of capital costs and operation and maintenance costs,
of multiplex equipment specified in Subparagraph 2.2.2.(ii)
including any associated use of the cable station, and other
services and equipment included in Subparagraph 2.2.2.(iii) at
lower levels than the System Interface level shall be shared by
the Parties in the proportions specified in Schedule E.
21
<PAGE>
16.3.3 A Party having requested capacity below the System Interface
level and to whom such capacity has been allocated as per
Schedule F in one of the cable stations, and having requested a
reduction of such allocated capacity, will continue to pay for
the multiplex equipment related to the previously allocated
capacity or a part thereof until that capacity or a part thereof
has been reallocated to another Party(ies) in such cable station,
according to appropriate procedures developed by the AR&R
Subcommittee in conjunction with the NA and approved by the
General Committee. Schedules E and F shall be updated accordingly
by the NA, and the CBP shall execute such financial adjustments
in accordance with Subparagraphs 9.3 and 9.6.
16.3.4 The PG in conjunction with Terminal Parties shall prepare and
present a revised budget of the cable stations' capital cost for
General Committee approval.
16.3.5 In determining the operation and maintenance cost of the cable
stations IRU or Right to Use, the Terminal Parties shall take
into account the 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, but including income taxes paid
by a Party related to the import of services) paid in respect of
such facilities, billing activities, administrative costs,
appropriate financial charges limited to sixty (60) days at the
rate specified in Subparagraph 9.3 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 cable station owner on
account of such claims, costs, expenses, damages, or compensation
payable to or by the cable station owner on account of claims
made against other persons.
16.3.6 The O&M Subcommittee shall present an O&M budget of each cable
station for General Committee approval, in accordance with
Subparagraph 13.3.
16.3.7 If any cable station is not available for the landing and
termination of MAYA-1 the General Committee will take all
necessary measures to ensure that another suitable cable station
will be available, or any other appropriate action, for the
operation of MAYA-1 on fair and equitable terms for the duration
of this Agreement.
17. CURRENCY OF PAYMENT
17.1 All bills rendered by the Parties under this Agreement shall be
in US dollars and shall be payable in US dollars.
17.2 All bills rendered by the CBP shall be in US dollars and shall be
payable in US dollars
17.3 The General Committee may vary the procedures of this Paragraph
17 at its discretion.
22
<PAGE>
18. DEFAULT OF PAYMENT
CAPITAL AND OPERATION AND MAINTENANCE COSTS
18.1 If any Party fails to make any payment for capital costs required
by this Agreement on the date when it is due, the CBP shall
notify such Party immediately in writing. If such default by a
Party continues for a period of at least two months after the
date when payment is due:
(i) the CBP will notify the General Committee of the status of
the matter; and
(ii) unless otherwise notified within forty-five (45) days by
the General Committee, the CBP will at its discretion send
bills to the remaining Parties for an appropriate share, in
accordance with Schedule B, of the payments for which there
is a default together with the appropriate financial
charges incurred by the defaulting Party and calculated in
accordance with Subparagraph 9.3 of this Agreement.
Payments shall be made in accordance with the procedures
specified in Paragraph 9 of this Agreement.
(iii) the NA will not activate additional capacity owned by such
defaulting party for the period during which the default
continues.
18.2 When notified by the CBP in accordance with Subparagraph 18.1 of
this Agreement that a Party is in default of payment, the General
Committee shall consider any extenuating circumstances not within
the specific control of such Party and will decide on further
actions to protect the interest of the other Parties including
the forfeiture of any or all capacity in MAYA-1 allocated to the
defaulting Party.
18.3 If a Party fails to make any payment for operation and
maintenance costs required by this Agreement on the date when it
is due, the Maintenance Authority or the CBP as appropriate,
shall notify such Party immediately in writing. If such default
by a Party continues for a period of at least sixty (60) days
after payment for operation and maintenance costs is due, the
Maintenance Authority or the CBP as appropriate, shall:
(i) notify the General Committee of the status of the matter;
and
(ii) send bills to the remaining Parties for an appropriate
share, based on Schedule F or C as appropriate, of the
payments for which there is a default together with the
appropriate financial charges incurred by the Party and
calculated in accordance with Subparagraph 9.3 of this
Agreement. Payments shall be made in accordance with the
procedures specified in Paragraph 9 of this Agreement; in
addition
(iii) the NA will not activate additional capacity owned by such
defaulting party for the period during which the default
continues
18.4 When notified by the Maintenance Authority, the Terminal Party or
the CBP, as appropriate, in accordance with Subparagraph 18.3 of
this Agreement that a Party is in default of payment, the General
Committee shall consider any extenuating circumstances not within
the specific control of such Party and will decide on further
actions to protect the interest of the other Parties including
the forfeiture of any or all capacity in MAYA-1 allocated to the
defaulting Party.
18.5 If the General Committee reclaims any capacity in Segment S of
MAYA-1 allocated to such defaulting Party pursuant to this
Agreement, the General Committee shall:
23
<PAGE>
(i) redistribute the reclaimed capacity to the remaining
Parties as determined by the General Committee; and,
(ii) ensure the NA updates all appropriate Schedules; and
(iii) ensure that such Schedule updates which are processed by
the CBP to reflect the capital costs and/or operation and
maintenance costs associated with the corresponding
reassignments of capacity, will be correctly applied to
those Party(ies) to whom the capacity was distributed.
18.6 The remaining Parties shall not be obliged to make any payments
to the defaulting Party for the reclaimed capacity. If the amount
owed by the defaulting Party pursuant to this Agreement shall
exceed the amount payable, such defaulting Party shall remain
liable for such excess. Except for such excess amount owed for
obligations incurred prior to termination, the rights or
obligations under this Agreement of a defaulting Party shall
terminate as of the time the General Committee reclaims all of
the capacity previously assigned to the defaulting Party. The
relevant Schedules of this Agreement shall be appropriately
modified to reflect the default of a Party and the reassignment
of capacity to the Parties. In the event that such defaulting
Party requests readmission to the cable system, the General
Committee will consider such readmission and will specify the
terms and conditions of the readmission. In any event, these
terms and conditions will require the payment in full of any
outstanding payments by the defaulting Party and in addition, any
and all financial charges related to any financial adjustment
required to implement such readmission.
19. SETTLEMENT OF THIRD PARTY CLAIMS BY THE PARTIES
19.1 If any Party is obliged by a final judgment of a competent
tribunal or under a settlement approved by the General Committee,
to discharge any claim brought by a third party not Party to this
Agreement, including all 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.
19.2 If any claim is brought against a Party by a third party it
shall, as a condition of reimbursement under Subparagraph 19.1,
give written notice thereof to the General Committee as soon as
practicable and shall not admit liability nor settle, adjust or
compromise the claim without the approval of the General
Committee.
19.3 Before any Party brings a claim against any third party in
respect of loss or damage to any part of MAYA-1, it shall first
consult with the General Committee and shall not settle, adjust
or compromise such a claim without the approval of the General
Committee. If not all Parties have suffered from such a loss or
damage, then no Party shall settle, adjust or compromise such
claim without the approval of the Parties that have joined such a
claim against such third party, provided the General Committee
has been informed of such a claim.
24
<PAGE>
20. DURATION OF AGREEMENT AND REALIZATION OF ASSETS
20.1 This Agreement shall become effective on the Effective Date and
shall continue in operation for a period of twenty-five (25)
years (hereinafter called "Initial Period") after the System 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 Parties. The capacity relinquished by the
terminating Party may be distributed among the remaining Parties
in proportion to their interests assigned immediately preceding
the effective date of termination or as the General Committee may
decide. The capital, operation and maintenance interest related
to that capacity will be allocated accordingly, except for the
continuing rights and obligations of the terminating Party as
specified in Subparagraphs 20.4, 20.5 and 20.6 of this Agreement.
Upon such effective date of termination of participation of a
Party, the Schedules of this Agreement shall be appropriately
modified. No credit for capital costs will be made to a Party
that terminates its participation in accordance with this
Subparagraph 20.1. Termination of this Agreement or termination
of the participation of any Party herein shall not terminate
Subparagraphs 20.4, 20.5 and 20.6 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.
20.2 This Agreement may be terminated at any time during the Initial
Period with the agreement in writing of all the Parties. If
unanimous agreement cannot be reached between all the Parties for
the retirement of MAYA-1 during its intended lifetime, this
matter will be referred to the General Committee for resolution
in accordance with Subparagraph 6.4 but in this case requiring a
eighty percent (80%) majority of the total voting interests as
specified in Schedule B.
20.3 If a Terminal Party terminates its participation in this
Agreement pursuant to Subparagraph 20.1 of this Agreement, after
the Initial Period, the remaining Parties and said Terminal Party
will negotiate a reasonable agreement in order to ensure the
continuous operation of that cable station after the Initial
Period.
20.4 The interests of a Party in Segment S of MAYA-1 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 Subparagraphs 20.5 and 20.6 of this Agreement.
Segment S shall accordingly thereafter be held as respect such
interests upon the appropriate trusts by the Parties who are the
Owners thereof. Should the doctrine of trusts not be recognised
under the laws of the Country where the property to which such
interests relate is located, then the Party or Parties who are
the Owners thereof shall nevertheless be expressly bound to
comply with the provisions of Subparagraphs 20.5 and 20.6 of this
Agreement.
20.5 Upon termination of this Agreement, the Parties shall use all
reasonable efforts to liquidate Segment S of MAYA-1 within a
reasonable time by sale or other disposition amongst the Parties
or any of them or by sale to other entities or persons, but no
sale or disposition shall be effected except by agreement between
or among the Parties who have interests in the subject thereof at
the time this Agreement is terminated. In the event agreement
cannot be reached, the decision will be carried on the basis of
the procedure stated in Subparagraph 6.4 of this Agreement. The
net proceeds, or costs, of every sale or other disposition shall
be divided between or among the Parties who have or were deemed
to have interests in the
25
<PAGE>
subject thereof, at the time this Agreement is terminated, in the
proportions in which such Parties' ownership interests are
specified in Schedule B prior to the first time any Party
terminates its participation in this Agreement or at the time
this Agreement is terminated pursuant to Subparagraph 20.1,
whichever shall first occur. The Parties shall execute such
documents and take such action as may be necessary to effectuate
any sale or other disposition made pursuant to this Paragraph 20.
20.6 A Party's termination of its participation in this Agreement or
the termination of this Agreement, pursuant to Subparagraph 20.1
of this Agreement, or a Party's default, shall not relieve that
Party or the remaining Parties from any liabilities, costs,
damages or obligations which may arise in connection with claims
made by third parties with respect to MAYA-1, the facilities
which comprise MAYA-1, or any part thereof, or which may arise in
relation to MAYA-1 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 in which such Parties' ownership
interests are specified in Schedule B prior to the first time any
Party terminates its participation in this Agreement or this
Agreement is terminated, pursuant to Subparagraph 20.1 of this
Agreement, whichever shall first occur.
21. RELATIONSHIP AND LIABILITY OF THE PARTIES
21.1 The relationship between or among the Parties shall not be that
of partners and nothing therein contained shall be deemed to
constitute a partnership between or among them, or to merge their
assets or other liabilities or undertakings. The common
enterprises among the Parties shall be limited to the express
provisions of this Agreement. The liability of the Parties shall
be several and not joint or collective, except as otherwise
provided in this Agreement.
21.2 Each Party agrees to indemnify each of the other Parties in
respect of all costs, expenses, damages and demands arising out
of, or in connection with, any claim against, or liability of,
the latter as an owner of MAYA-1 where such claim is made by, or
the liability is to, any third party not being a Party hereto and
arises out of or in connection with MAYA-1. Subject to there
being no conflict of interest, each Party so indemnifying shall
have the right, at its sole cost and expense, to observe but not
directly participate in any discussions, meetings or conferences
held prior to or during any settlement or legal proceedings
resulting from any such claim or liability.
21.3 No Party shall be liable to any other Party in contract, tort,
(including negligence or breach of statutory duty) or otherwise
for loss (whether direct or indirect) of profits, property,
traffic, business or anticipated savings, or for any indirect or
consequential loss or damage in connection with the operation of
this Agreement howsoever caused. Such causes shall include (but
not be limited to):
i) any delay in the provision of MAYA-1;
ii) any damage to, breakdown in or failure of MAYA-1;
iii) any interruption of service,
whatever may be the reason for such loss, damage or delay and for
however long it shall continue.
26
<PAGE>
22. OBTAINING OF LICENSES
22.1 The performance of this Agreement by the Parties is contingent
upon the obtaining and continuance of such governmental
approvals, consents, authorisations, licenses and permits as may
be required or be deemed necessary by the Party requesting the
approval, consents, authorisations, licenses and as may be
satisfactory to that requesting Party. The Parties shall use all
reasonable efforts to obtain and to have continued in effect such
approvals, consents, authorisations, licenses and permits.
22.2 The requesting Party will, in their respective Country, use all
reasonable efforts to obtain and have continued in effect all
governmental approvals, consents, authorisations, licenses, and
permits for the construction and operation of MAYA-1 in the
respective Countries.
22.3 In the event that any Party fails, or is likely to fail, to
obtain such necessary approvals, consents, authorisations,
licences or permits, that Party shall give immediate notice to
the General Committee for it to take appropriate action pursuant
to this Agreement.
23. 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.
24 CONFIDENTIALITY
24.1 All data and information that is acquired or received by any
Party in connection with MAYA-1 in anticipation of or under this
Agreement shall be held confidential and shall not be divulged in
any way to any third party, without the prior approval of the
Party providing the data and information and the General
Committee.
24.2 Notwithstanding Subparagraph 24.1, any Party may, without such
approval, disclose such data and information to:
(i) the extent required by any applicable Laws, or the
requirements of any recognised stock exchange in compliance
with its rules and regulations, or, in the case of a Party
wholly owned by a sovereign government, by the rules of
governance of the Party; or
(ii) any government agency or regulatory body lawfully
requesting such information; or
(iii) any Court of competent jurisdiction acting in pursuance of
its powers; or
(iv) external auditors and advisors;
27
<PAGE>
provided that the disclosing Party uses all reasonable means to
make such disclosure under a non-disclosure or confidential
agreement acceptable to the General Committee and the owner of
the data or information, except for Subparagraph 24.2 (iv) where
the non-disclosure or confidential agreement is mandatory.
24.3 Subject to Subparagraph 24.1 any Party may disclose such data and
information to such persons as may be necessary in connection
with the conduct of the operations of MAYA-1 upon obtaining a
similar undertaking of confidentiality from such persons to whom
such data and information may be disclosed.
24.4 Each Party shall remain bound by the provisions of this Paragraph
24 during the period of this Agreement and for the period of five
years following termination of this Agreement.
24.5 This Paragraph 24 shall not apply to data or information that:
(i) was previously known to the receiving Party free of any
obligation to keep it confidential; or
(ii) has come into the public domain other that by a breach of
confidentiality by the receiving Party; or
(iii) Is received from a third Party without similar restriction
and without breach of this agreement; or
(iv) is independently developed
25. ASSIGNMENT OF RIGHTS AND OBLIGATIONS
Except in respect of the sale, lease or other disposition of
capacity as permitted by Paragraphs 10 and 18 of this Agreement,
during the continuance of this Agreement no Party shall without
the consent of the other Parties sell, assign, transfer or
dispose of its rights or obligations under this Agreement or of
any interest in MAYA-1 except to a successor or Subsidiary of
such Party or corporation controlling, or under the same control
as such Party, in which case written notice shall be given in a
timely manner by the Party making said sale, assignment, transfer
or disposition. Such consent shall not be unreasonably withheld.
26. SEVERABILITY
If any of the provisions of the 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.
28
<PAGE>
27. 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.
28. 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 conditions,
earthquake, explosion, civil disorder, war or military
operations, national or local emergency, anything done by
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 practical after the event has occurred.
29. COMMUNICATIONS
Any notice under this agreement shall be delivered by hand, first
class mail with postage prepaid, facsimile, or electronic mail
and shall be deemed to have been given:
(i) when delivered if delivered by hand, facsimile, or electronic
mail (with receipt acknowledged by the recipient) or 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.
30. PARAGRAPH HEADINGS
The headings of the Paragraphs do not form part of this Agreement
and shall not have any effect on the interpretation thereof.
31. EXECUTION OF AGREEMENT AND AMENDMENTS
31.1 This Agreement and any amendment or addition thereof shall be
executed in two (2) identical counterparts being one (1)
counterpart in English and one (1) counterpart in Spanish. Each
such counterpart when so executed and delivered shall be an
original and shall together, as well as separately, constitute
one and the same instrument. If any differences in interpretation
should arise between the English and Spanish counterparts, the
English version shall be decisive. Cable & Wireless (CI) Ltd.
shall be the custodian of the English counterpart and ICE shall
be the custodian of the Spanish counterpart and they shall accord
access to such Agreement and any relevant amendment or addition.
The Parties to this Agreement shall be provided a certified
photocopy of any counterpart and any revised Schedules. A
certified copy of any counterpart of the Agreement and any
amendment or addition shall be provided to a Party upon request
and at the requesting Party's expense.
29
<PAGE>
31.2 Except for revisions to the relevant Schedules, in accordance
with Paragraphs 10, 12, 16 and 18 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.
31.3 For revision to the relevant Schedules, in accordance with
Paragraphs 10, 12, 16 and 18 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.
31.4 The General Committee Coordinator shall cancel from this
Agreement any Party that has not executed such Agreement on or
before the 30th day of November, 1998. The NA shall remove such
Parties from the Schedules accordingly and redistribute their
capacity as directed by the General Committee.
31.5 Admission of Telecommunications Entities as additional parties to
this Agreement shall be contingent upon an appropriate request to
be addressed to the General Committee Coordinator no later than
November 30th 1998; and,
(i) payment will be made by such Telecommunications Entity of
its proportionate share in accordance with Schedule C
amended in consequence of the admission of the
Telecommunications Entity, of costs or capital costs
already incurred under this Agreement, including any and
all financial charges; and,
(ii) such Telecommunications Entity accepting the terms and
conditions, including those limits contained in the
Schedules of this Agreement and the decisions already taken
by the Parties in relation to MAYA-1; and,
(iii) the approval of the General Committee, which approval shall
not be unreasonably withheld.
31.6 All Parties to this Agreement will have the same rights and
obligations regardless of the date of their signing this
Agreement, except as otherwise stated herein.
31.7 Telecommunications Entities shall be admitted to this Agreement
by a Supplementary Agreement executed no later than the next
General Committee Meeting following November 30, 1998 by the
Telecommunications Entity requesting admission, and the Terminal
Parties on behalf of all the Parties with the appropriate
Schedules revised according to Subparagraph 31.3.
32. LAW AND JURISDICTION
32.1 If any dispute should arise under this Agreement between or among
the Parties they shall make every reasonable effort to resolve
such dispute. However, in the event that they are unable to
resolve such dispute the matter shall be referred to the General
Committee. The General Committee shall thereafter attempt to
mediate the dispute. In the event the dispute
30
<PAGE>
is not resolved via such mediation, any Party may refer the
dispute to arbitration in Geneva, Switzerland in accordance with
the arbitration rules of the International Chamber of Commerce.
This procedure shall be the sole and exclusive remedy for any
dispute which may arise under this Agreement between or among the
Parties. This agreement to arbitrate is specifically enforceable.
The performance of this Agreement by the Parties shall continue
during the resolution of any dispute.
32.2 This Agreement shall be governed by and construed in accordance
with the laws of the State of New York excluding its choice of
law principles
33. SUCCESSORS BOUND
This Agreement shall be binding on the Parties, their successors
and permitted assigns.
34. ENTIRE AGREEMENT
This Agreement supersedes all prior written or verbal
understandings between the Parties and constitutes the entire
agreement between the Parties with respect to the subject matter
of the Agreement. This Agreement includes the following documents
which are attached hereto and incorporated herein by reference:
Annex 1 Terms Of Reference For Subcommittees,
Procurement Group, Central Billing Party and
Network Administrator
Exhibit 1 MAYA-1 cable System Physical Configuration
Schedule A parties to the Agreement
Schedule B Ownership of Segment S and Voting Interests.
Schedule C Allocation of Capital, Operation and
Maintenance Costs of Segments S
Allocation of Capital, Operation and
Maintenance Costs of Segments T1 to T8 at the
System Interface Level and Higher
Schedule D Ring MIU's assigned to the Parties
Schedule E Allocation of Capital and Operation and
Maintenance Costs of Segments T1 to T8 for
levels below System Interface.
Schedule F Quantities of 2.0 Mbit/s ports assigned to
the Parties for levels below System
Interface.
ADDENDUM
Telecom Colombia is waiting for final budgetary approval from the
Central Government to participate in the Maya-1 Project. The
present Agreement is being signed under the condition that such
approval is obtained no later than November 30, 1998. If for any
reason the Government of Colombia does not authorize the Telecom
Colombia's budget, they will be allowed to withdraw without any
responsibility.
31
<PAGE>
35. 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.
ALESTRA
BY:______________________________
AT&T CORP.
BY:______________________________
BSI
BY:______________________________
C&W
BY:______________________________
C&W (CI) LTD.
BY:______________________________
C&W PANAMA S.A.
BY:______________________________
CANTV
BY:______________________________
CODETEL
BY:______________________________
32
<PAGE>
CTE ANTEL
BY:______________________________
CTC Mundo
By:_______________________________
EMBRATEL
BY:______________________________
ENITEL
BY:______________________________
ENTEL CHILE
BY:______________________________
ETB
BY:______________________________
FRANCE TELECOM
BY:______________________________
GLOBAL ONE (Colombia)
BY:______________________________
GLOBAL ONE (El Salvador)
BY:______________________________
GLOBAL ONE (Guatemala)
BY:______________________________
33
<PAGE>
HONDUTEL
BY:______________________________
ICE
BY:______________________________
IDT
BY:______________________________
ICX
By:______________________________
LC COMM
BY:______________________________
MCIWCOM
BY:______________________________
ORBITEL
BY:______________________________
PROTEL
BY:______________________________
RSL COMMUNICATIONS
BY:______________________________
RADIOGRAFICA COSTARRICENSE
BY:______________________________
34
<PAGE>
SPRINT
BY:______________________________
STAR TELECOM
BY:______________________________
SWISSCOM
BY:______________________________
TELECOM
BY:______________________________
TELECOM ITALIA
BY:______________________________
TELEFONICA
BY:______________________________
TELEFONICA DEL PERU
BY:______________________________
TELEGLOBE
BY:______________________________
TELERED
BY:______________________________
TELGUA
BY:______________________________
35
<PAGE>
TELINTAR (UOS)
BY:______________________________
TELMEX
BY:______________________________
TRESCOM
BY:______________________________
TRICOM
BY:______________________________
TOCI
BY:______________________________
WORLDxCHANGE
BY:______________________________
36
<PAGE>
MAYA-1 CABLE SYSTEM
CONSTRUCTION AND MAINTENANCE AGREEMENT
ANNEX 1
TERMS OF REFERENCE
1- PROCUREMENT GROUP
1.1 The responsibilities of the Procurement Group (hereinafter called the
PG) shall include the following:
1.1.1 Pursue the activities previously undertaken by the Interim Procurement
Group under the Memorandum of Understanding of MAYA-1, including;
(a) the development of specifications for a cost effective submarine
cable system that will satisfy the capacity and the technical
requirements of the Parties to this Agreement;
(b) the preparation of technical specifications, contract terms and
conditions, procedures, and documentation for the solicitation and
evaluation of proposals from prospective Suppliers;
(c) the recommendation of the Supplier(s) following the analysis,
comparison, and evaluation of Suppliers' proposals.
1.1.2 Negotiate and prepare the Supply Contract(s) with the Suppliers pursuant
to Paragraph 7 of this Agreement.
1.1.3 Execute the Supply Contract(s) with the Suppliers on behalf of the
Parties pursuant to paragraph 7.1 of the Agreement.
37
<PAGE>
1.1.4 Designate Representatives to examine, test and inspect equipment,
material, supplies and installation activities.
1.1.5 Co-ordinate and monitor development and construction of Segment S of
MAYA-1. Oversee the provision of Segments T1-T8. Review work reports for
all Segments.
1.1.6 Be responsible for the interpretation of all provisions of the Supply
Contract(s). The General Committee shall be responsible for the
interpretation of the provisions concerning damages, warranty and
extensions of time.
1.1.7 Review the Supply Contract(s) expenditures to date against budget and
provide forecasts to completion.
1.1.8 Review and negotiate variations, amendments and proposed project changes
to the Supply Contract(s). Approve such variations, amendments and
changes provided that the overall cumulative value of the changes to the
Supply Contract(s) does not increase the value of that Supply
Contract(s) by more than three percent (3%) of its initial value.
Changes exceeding this cumulative value will be referred to the General
Committee for approval. All project changes shall be reported to the
General Committee.
1.1.9 Develop the specifications for upgrading MAYA-1, if so required by the
General Committee
1.1.10 Report on the PG activities quarterly unless otherwise requested by the
General Committee.
1.1.11 Provide to the F&A Subcommittee and the General Committee, as
appropriate, timely information regarding the costs of the project and
the cost and description of any project changes. Develop procedures in
consultation with the F&A Subcommittee to allocate capital costs to the
appropriate MAYA-1 Segments.
1.1.12 Oversee MAYA-1 integration and operating compatibility of Segment S and
handle all contractual matters pertaining to such integration.
1.1.13 Co-ordinate and develop testing procedures and analyze results related
to acceptance tests and warranty provisions to evaluate compliance with
technical specifications.
1.1.14 Make recommendations to the General Committee regarding the issuance of
the certificates of acceptance for Segment S. After authorization by
General Committee, issue appropriate certificates of acceptance, under
the Supply Contract(s).
38
<PAGE>
1.1.15 Approve invoices rendered by the Supplier, in accordance with the terms
of the Supply Contract(s), and by the Terminal Parties, in accordance
with the budget approved by the General Committee.
1.1.16 Purchase necessary maintenance equipment and spares on the
recommendation of O&M Subcommittee.
1.1.17 Maintain books, records, vouchers and accounts of all costs that are
incurred under the Supply Contract(s).
1.1.18 Ensure the compatibility of the provisions of the Supply Contract(s)
with the terms and the conditions of this Agreement.
1.2 The PG shall perform the above responsibilities in liaison with the
MAYA-1 Subcommittees, the NA, the CBP and other working groups as
appropriate.
1.3 The PG shall carry out any other responsibilities as the General
Committee may direct.
1.4 Cable & Wireless (CI) Ltd. shall provide the Chairman of the PG.
39
<PAGE>
2- CAPACITY ASSIGNMENT, ROUTING AND RESTORATION SUBCOMMITTEE ("AR&R
SUBCOMMITTEE ")
2.1 The responsibilities of this Subcommittee shall include the following:
2.1.1 Develop and recommend a routing plan within MAYA-1 for assignments
between System Interface locations for approval by the General
Committee.
2.1.2 Develop procedures for opening a Ring, the assignment and reassignment
of Ring-MIUs, the portability of and changes to the connection between
Ring-MIUs.
2.1.3 Provide initial data for Schedules E and F and develop procedures to
maintain these Schedules.
2.1.4 Develop procedures for the use of in-system Protection Capacity for any
use other than in-system restoration.
2.1.5 Monitor through the review of data and information provided by the
Terminal Parties, the availability of inland extensions and transit
facilities necessary to meet service and restoration requirements and
report on a quarterly basis or as otherwise requested by the General
Committee, regarding the status of available facilities.
2.1.6 Recommend the digital inter-working arrangements including but not
limited to multiplexing, digital circuit multiplication system,
conversion equipment, digital cross connect equipment, synchronization
plans, performance monitoring equipment, test procedures and alarms.
2.1.7 Study and recommend performance criteria for equipment and systems
referred to in (2.1.5) above.
2.1.8 Monitor the development and timely provision of compatible interface
equipment arrangements, below the System Interface level, referred to in
(2.1.5) above.
2.1.9 Arrange the operating assignments of Ring-MIUs, within MAYA-1 and
oversee the establishment of a central record for the allocation and use
of these Ring-MIUs, to be managed by the NA.
2.1.10. Monitor and record those activities associated with the implementation
of the portability concept and take appropriate action including but not
limited to changes to the multiplex plan and the associated equipment
requirements in coordination with the NA, F&A Subcommittee and the CBP.
40
<PAGE>
2.1.11 Develop and plan, with General Committee approval, for the provision of
spare equipment to permit the expeditious implementation of changes
resulting from portability assignment and/or activation.
2.1.12 Determine pre-service test points, types of tests, test parameters, test
duration, and test limits on digital facilities operating on MAYA-1.
2.1.13 Plan and schedule the pre-service tests on the digital facilities
carried by MAYA-1 including tests on the cable sections and end to end
tests for those primary rate blocks that will carry initial service.
2.1.14 Co-ordinate activities during the pre-service testing program, including
the exchange of necessary technical, contact and coordination
information among the MAYA-1 applicable Parties prior the start of the
testing program.
2.1.15 Develop and recommend to the General Committee technical and commercial
principles to be followed in the restoration of MAYA-1 capacity.
2.1.16 Develop and recommend to the General Committee the MAYA-1 restoration
plan(s).
2.1.17 Monitor the deployment of other international digital transmission
systems in the area and recommend technical principles to be followed in
using MAYA-1 as a restoration medium for such other transmission
systems.
2.1.18 Determine and act on any required transmission testing of MAYA-1
restoration configurations.
2.1.19 Study and ensure the integration of MAYA-1 with existing systems.
2.1.20 Develop in coordination with the F&A Subcommittee commercial terms under
which MAYA-1 may be used as a restoration medium for other systems, for
approval by the General Committee.
2.1.21 Evaluate long-term technical performance of the digital facilities
routed through MAYA-1
2.1.22 Develop procedures for the use of the network management system.
41
<PAGE>
2.2 Review project variations and propose project changes as they relate to
the functions of this Subcommittee and the PG as appropriate.
2.3 In the performance of the above responsibilities, the AR&R Subcommittee
shall work in liaison with the other Subcommittees and the PG as
appropriate.
2.4 All Parties shall have the right to be represented in this Subcommittee.
2.5 The AR&R Subcommittee shall report on a regular basis or as requested by
the General Committee.
2.6 The AR&R Subcommittee shall carry out any other responsibilities as the
General Committee may direct.
2.7 TELECOM AND ICE shall provide the Co Chairman of the AR&R Subcommittee.
42
<PAGE>
3- OPERATION AND MAINTENANCE SUBCOMMITTEE ("O&M SUBCOMMITTEE ")
3.1 The responsibilities of this Subcommittee shall include the following:
3.1.1 Define the responsibilities of each Maintenance Authority for the
operation and maintenance of Segment S.
3.1.2 Review the testing, operating and maintenance procedures to be used for
MAYA-1 as proposed by the Maintenance Authorities, prior to submission
to the General Committee for approval.
3.1.3 Review the Maintenance Authorities recommendations regarding the
inclusion of MAYA-1 in a cable maintenance agreement and review the
cable storage agreements and other relevant agreements to be signed by
the Maintenance Authorities, after General Committee approval.
3.1.4 Make recommendations to the PG on the provision of maintenance equipment
and spares including those that are provided under the Supply
Contract(s).
3.1.5 Study other matters and provide assistance as required to resolve
problems affecting maintenance and management of MAYA-1 as may be
identified by the Maintenance Authorities and/or the PG and/or the AR&R
Subcommittee.
3.1.6 Liaise as required with the Maintenance Authorities for other cable
systems concerning the preparation of plans and procedures for the
provision, disposition, maintenance and replacement of any jointly owned
equipment or spares which may be agreed to be provided by the owners of
the cable systems involved.
3.1.7 Develop the O&M budget for all Segments based on information provided by
the Maintenance Authorities and provide this budgetary information to
the F&A Subcommittee for approval by the General Committee.
3.2 In the performance of the above responsibilities, the O&M Subcommittee
shall work in liaison with the other Subcommittees and the PG as
appropriate.
3.3 The O&M Subcommittee shall report on a regular basis or as requested by
the General Committee.
3.4 All Parties shall have the right to be represented in this Subcommittee.
3.5 The O&M Subcommittee shall carry out any other responsibilities as the
General Committee may direct.
3.6 AT&T shall provide the Chairman of O&M Subcommittee.
43
<PAGE>
4- FINANCIAL AND ADMINISTRATIVE SUBCOMMITTEE ("F&A SUBCOMMITTEE ")
The responsibilities of the F&A Subcommittee shall include the following:
4.1.1 Develop and/or review as appropriate all invoicing, financial and
accounting procedures including those resulting from adjustment to
Schedules, and also including but not limited to those jointly developed
with the CBP, for approval by the General Committee, in particular:
(a) payments (debits and credits) between the Parties and the Supplier;
(b) payments (debits and credits) among the Parties, if any;
(c) payments (debits and credits) under default conditions;
(d) payments (debits and credits) for O&M costs;
(e) computing of financial charges related to transfer of ownership
between Parties.
4.1.2 Prepare a budget based on the information provided by the PG, the O&M
Subcommittee and the AR&R Subcommittee for approval by the General
Committee showing:
(a) fixed costs by major cost elements;
(b) costs incurred by all budgetary cost elements;
(c) division of costs among Segments, where applicable;
(d) semi-annual cash flows per calendar year;
(e) billing amounts by calendar quarter.
44
<PAGE>
4.1.3 Monitor the following items by comparison with the budget:
(a) expenditure to date;
(b) expenditures outstanding;
(c) variations and reasons therefore.
4.1.4 Investigate and develop detailed procedures for reclamation of taxes by
the Parties, if appropriate.
4.1.5 Establish audit procedures as appropriate, in accordance with this
Agreement and the Supply Contract(s).
4.1.6 Carry out, or cause to be carried out, if instructed by the General
Committee, a detailed investigation of project expenditures, including
the conducting of an audit, in accordance with the terms of this
Agreement.
4.1.7 Cooperate with the AR&R Subcommittee in the development of commercial
terms under which MAYA-1 may be used as a restoration medium for other
systems for approval by the General Committee.
4.1.8 Assist the General Committee as necessary in the interpretation of the
financial terms of this Agreement.
4.1.9 Advise the General Committee on any budgetary implications of proposed
engineering variations to the project.
4.1.10 Develop any other billing, financial and accounting procedures as
necessary, for approval by the General Committee.
4.2 The F&A Subcommittee shall maintain liaison as necessary with the
Procurement Group, and shall perform such activities as requested by the
Procurement Group. The F&A Subcommittee shall also maintain liaison as
necessary with any other Subcommittees established pursuant to this
Agreement.
45
<PAGE>
4.3 The F&A Subcommittee shall report on a regular basis or as requested to
the General Committee.
4.4 All Parties shall have the right to be represented in this Subcommittee.
4.5 The F&A Subcommittee shall carry out any other responsibilities as the
General Committee may direct.
4.6 SPRINT and ...... shall provide the Co-Chairmen of the F&A Subcommittee.
46
<PAGE>
5- CENTRAL BILLING PARTY (CBP)
The responsibilities of the CBP shall include the following:
5.1.1 Provide a centralized billing function to the Parties in order to:
(a) Render bills to and receive payment from the Parties and make
payments to the Suppliers and Parties;
(b) Minimize cross billing among the Parties;
(c) Minimize the number of financial transactions;
(d) Minimize the billing, payment and costs associated with such
financial transactions ;
(e) Render bills and receive payments regarding O&M costs relative to
MAYA-1, as required by the General Committee.
5.1.2 Develop detailed billing, financial, and accounting procedures based on
the terms and conditions of this Agreement, regarding payments:
(a) Among the Parties and the Suppliers concerning the construction of
MAYA-1.
(b) Among the Parties.
(c) Of currency exchange costs, if any.
5.1.3 Make financial adjustments in order that each Party may bear its proper
share of costs of all Segments , including but not limited to any
effects of the implementation of portability election, and render any
necessary bills and refunds, as soon as practicable, but no later than
sixty (60) days after the relevant Schedules are issued.
5.1.4 Report to the General Committee any default in payment by any of the
Parties as provided in Paragraph 18 of this Agreement.
47
<PAGE>
5.1.5 Maintain records of all its billing activities for at least five years
from the RFPA Date, or the most recent five year period,
5.1.6 Provide a central point of contact for explanations regarding bills.
Keep all the documentation on which the bills are rendered in accordance
with Subparagraph 5.1.5 above.
5.1.7 Keep all the documentation on which the bills are rendered in accordance
with Subparagraph 5.1.5 above.
5.2 The procedures developed in accordance with Paragraph 5.1 of this
Annex 1 shall be submitted to the F&A Subcommittee for review. The F&A
Subcommittee shall then submit said procedures to the General Committee
for approval.
5.3 The CBP shall assist as necessary, the F&A Subcommittee in carrying out
its tasks as assigned by the General Committee.
5.4 The CBP shall report to the F&A Subcommittee or to the General Committee
as appropriate, on a quarterly basis, or as otherwise requested.
5.5 The CBP shall carry out any other responsibilities as the General
Committee may direct.
5.6 AT&T shall provide the CBP.
48
<PAGE>
6- NETWORK ADMINISTRATOR (NA)
6.1 The responsibilities of the NA shall include the following:
6.1.1 Assist the AR&R Subcommittee in developing the principles of the routing
plan in order to optimize the allocation of Ring-MIUs.
6.1.2 Register, monitor and review capacity allocation in each Segment and
Subsegment in order to ensure that the assigned Ring-MIUs, are utilized
appropriately and to avoid excess activation and other related problems
in MAYA-1.
6.1.3 Monitor, record and maintain the following:
(a) Overall status and changes in the total assignments and activation,
and routing and rerouting of traffic between Cable Stations.
(b) IRU technical assignments if provided by the Parties.
(c) Occasional use technical assignments if provided by the Parties.
(d) The status of in-system restoration conditions.
6.1.4 Update the Schedules of this Agreement and circulate such Schedules to
the Parties, within thirty days after receiving a change request or as
advised by the F&A Subcommittee.
6.1.5 Provide to the AR&R Subcommittee, or to the General Committee as
appropriate, a periodic "Network Administrator's Report" containing
information concerning the utilization of Subsegment assignments.
6.1.6 Provide support to the AR&R Subcommittee in developing the restoration
plan for MAYA-1.
6.1.7 Provide support to the AR&R Subcommittee in identifying capacity
requirements for restoration of other cable systems via MAYA-1.
49
<PAGE>
6.1.8 Formally acknowledge requests from Parties for activation and
deactivation, within ten working days after the necessary information
has been received from those Parties and their correspondents.
6.1.9 Provide support to the AR&R Subcommittee in developing the procedures
for opening a Ring, the assignment and reassignment of Ring-MIUs, the
portability of Ring-MIUs and changes to the connection between
Ring-MIUs.
6.1.10 Manage, monitor and record the activity(ies) associated with the
portability concept.
6.1.11 Coordinate with and report to the AR&R and F&A Subcommittee and the CBP
on all activities associated with portability assignments and
activation.
6.1.12 Ensure, in conjunction with the AR&R Subcommittee, that sufficient
equipment is available for activation in accordance with the NA
procedures.
6.1.13 Solicit quarterly projections from the Party(ies) to plan for the
adequate utilization of equipment and maintenance of the spare
equipment. Notwithstanding the above, lack of projections by a
Party(ies) will not prevent the activation of such Party(ies) capacity,
taking into consideration the available capacity in the approved
multiplex plan.
6.2 In the performance of the above responsibilities, the NA shall liaise
with the Subcommittees as appropriate.
6.3 The NA shall assist, as necessary, the AR&R Subcommittee in carrying out
its tasks assigned by the General Committee.
6.4 The General Committee shall appoint the NA who shall provide the
functions as outlined herein.
50
<PAGE>
SCHEDULE A
MAYA-1 CABLE SYSTEM
PARTIES TO THE AGREEMENT
ALESTRA
AT&T Corp., a corporation organized and existing under the laws of the State of
New York and having an office at 340 Mount Kemble Avenue, Morristown, New
Jersey, United States of America (hereinafter called "AT&T" which expression
shall include its successors).
BellSouth International, Inc., a corporation organized and existing under the
laws of the State of Georgia in the United States of Americas and having its
principal office at 1100 Peachtree St., NE, Georgia 30309 (herein called "BSI",
which expression shall include its sucessors).
Cable and Wireless (CI) Ltd domiciled at 3(rd) floor, Leeward 3 building,
Safehaven Corporate centre, P>O BOX 293, George Town Grand Cayman, Cayman
Islands
Cable and Wireless Panama S.A. a company organized and existing under the laws
of the republic of Panama and having its office at Plaza Internacional, Via
Espana, Apartado 659, Panama 9A, Republic of Panama.
Cable and Wireless Global Network Organisation Ltd, a private limited company
registered in Ireland (No.282367) and having its registered, office at 6
Fitzwilliam Square, Dublin 2, Ireland (herein called "C&W" which expression
shall include its successors).
CTC ANTEL
Compania Anonima Nacional Telefonos de Venezuela, a Company organized under the
laws of Venezuela and having its principal office at Av. Liberatador, Edif.
Administrative, Caracas, Venezuela (herein called "CANTV" which expression shall
include its successors).
COMPANIA DOMINICANA DE TELEFONOS, C. Por A., an entity organized and existing
under the laws of the Dominican Republic and having its principal office at Ave.
Abraham Lincoln No. 1101, Santo Domingo, Dominican Republic (hereinafter called
"CODETEL" which expression shall include its successors).
CTC TRANSMISIONES REGIONALES S.A., a corporation organized and existing under
the laws of Chile and having its principal office at Nueva de Lyon 072,
Santiago, Chile (herein called "CTC MUNDO" which expression shall include its
successors).
Empresa Brasilieira de Telecommunicacoes S.A., Avenida Presidente Vargas - 1012,
Rio de Janeiro, 20179-900, Brazil (herein called "EMBRATEL" which expression
shall include its successors).
51
<PAGE>
ENITEL
EMPRESA NACIONAL DE TELECOMUNICACIONES S.A., a legal entity incorporated and
existing under the laws of Chile, and having its principal office at Av. Andres
Bello 2687, Piso 14, Santioago de Chile, Chile (herein called "ENTEL-CHILE"
which expression shall include its successors).
ETB
FRANCE TELECOM, a Public Company with a share capital of 25,000,000,000 French
Francs registered with the Paris Trade Register under number 380 129 866, RCS
Paris, whose head office is at 6 Place d'Alleray, 75505 Paris Cedex 15, France
(herein called "FRANCE TELECOM" or "FT", which expression shall include its
successors).
Global One Communications S.A., a company duly organized and existing under the
laws of Colombia and domiciled at Edificio World Trade Center, Torre C, Calle
100 #8 A55 Oficina 703, Bogota, Colombia.
Global One Communications, S.A. de C.V., a company duly organized and existing
under the laws of El Salvador and domiciled at Colonia San Benito, Blvd. El
Hipodromo, Edificio Gran Plaza, Local 304, San Salvador, El Salvador.
Global One Communications, S.A., a company duly organized and existing under the
law of Guatemala and domiciled at Edificio Murano, Oficina 604, 14 Calle y 4ta.
Avenida, Guatemala City, Guatemala.
Expresa Hondurena de Telecommunicaiones, commonly known as HONDUTEL, domiciled
at Colonia Los Almendros, Boulevard Morazan, P>O. BOX 1797, Tegucigalpa,
Honduras, C.A.
Instituto Costarricense de Electricadad. Commonly known as ICE, a government
owned decentralized institution, having its Telecommunicaciones Operations
Office at San Pedro de Montes de Oca, P.O. Box 10032, San Jose 1000, Costa Rica.
IDT
IXC
LC Communications, a trade name for International Telecom, Inc., a Delaware
corporation having its principal office at 1020 NW 163(rd) Drive, Miami, Florida
33169, United States of America (herein called "LCC" which expression shall
include its successors).
52
<PAGE>
MFS Cableco (Bermuda) Limited, a company incorporated under the laws of Bermuda
and having its registered office at Clarendon House, Church Street, Hamilton,
Bermuda (herein called `MCIWCOM' which expression shall include its successors)
for the use in whole or in part of its wholly owned or otherwise affiliated
authorised international carriers.
ORBITEL S.A. E.S.P.
PROTEL
RADIGRAFICA COSTARRICENSE
RSLCOM
Sprint Communications Company L.P, a limited partnership organized and existing
under the laws of the State of Delaware and having its principal office at 8140
Ward Parkway, Kansas City, Missouri 64114, United States of America (herein
called "SPRINT" which expression shall include its successors) for the use of
its wholly-owned or otherwise affiliated authorized international carriers.
Star Telecom
The St. Thomas and San Juan Telephone Company Inc. an entity organized and
existing under the laws of the U.S. Virgin Islands and having its principal
office at No. 2 Beltjen Place, St. Thomas, U.S.V.I. 00803-1915 (herein called
"STSJ/TRESCOM" which expression shall include its successors).
SWISSCOM LTD, a company existing under the laws of Switzerland, having its
principal offices at Viktoriastrasse 21 CH-3050 Berne/Switzerland (herein called
"SWISSCOM" which expression shall include its successors).
Empresa Nacional de Telecommunicaciones de Colombia, an entity having its
principal office at Santa Fe de Bogata, Calle 23 No 13-49 (herein called
`TELECOM' which expression shall include its successors)
TELECOM ITALIA, S.p.A., a corporation organized and existing under the laws of
Italy and having its principal office at via San Dalmazzo 15-10122 TORINO, Italy
(herein called "TI" which expression shall include its successors).
Telefonica de Espana S.A. a corporation organized and existing under the laws of
Spain and having its principal office at Gran Via 28, Madrid, Spain (herein
called "TLFN" which expression shall include its successors).
Telefonica de Peru
Teleglobe USA Inc., a corporation organized and existing under the laws of the
state of Delaware, and having its principal office at 1751 Pinnacle Drive,
McLean, Virginia U.S.A. (hereinafter called "TELEGLOBE", which expression shall
include its successors) for its own use or otherwise affiliated, authorized
international carriers.
Telecommunicaciones Internacionales de Argentina, TELINTAR S.A. 25 de Mayo 457,
Piso 7 - (1002) Buenos Aires, Argentina (herein called "TELINTAR" which
expression shall include its successors).
53
<PAGE>
Telered
Telgua
Transoceanic Communications, Incorporated, a corporation organized and existing
under the laws of the State of Delaware and having an office at 340 Mount Kemble
Avenue, Morristown, New Jersey, United States of America (hereinafter called
"Transoceanic" or "TOCI" which expression shall include its successors).
TELEFONOS DE MEXICO, S.A. DE C.V., a corporation duly organized and existing
under the laws of Mexico and having an office at Parque Via 190, Mexico D.F.
(herein called `TELMEX' which expression shall include its successors).
Tricom USA, Inc., formerly known as Domtel Communications Inc., a corporation
organized and existing under the laws of the State of Delaware having its
principal office at One Exchange Place, Jersey City, New Jersey, United States
of America (hereinafter called "TRICOM-USA" which expression shall include its
successors).
WORLDxCHANGE
54
