TPC-5
CABLE NETWORK
AMENDATORY AGREEMENT NO. 1
TO THE
CONSTRUCTION AND MAINTENANCE AGREEMENT
Certified as a True and Accurate Copy
of the TPC-5 Cable Network Amendatory
Agreement No. 1 to the Construction
and Maintenance Agreement.
By: /s/ R.C. Mascola
-------------------------
R.C. Mascola
AT&T
June 8, 1995
TPC-5
CABLE NETWORK
AMENDATORY AGREEMENT NO. 1
TO THE
CONSTRUCTION AND MAINTENANCE AGREEMENT
TPC-5 CABLE NETWORK
AMENDATORY AGREEMENT NO. 1
TO THE CONSTRUCTION AND MAINTENANCE AGREEMENT
THIS AGREEMENT (hereinafter referred to as "Amendatory Agreement No. 1"),
is made between and among the Parties signatory hereto (hereinafter collectively
called "the Parties"), which Parties are identified in Schedule A.
WITNESSETH
WHEREAS, an Agreement was entered into, effective October 29, 1992
(hereinafter referred to as the "TPC-5 Cable Network C&MA") to provide,
construct, maintain and operate the TPC-5 Cable Network, and
WHEREAS, the Parties identified in Schedule A1 hereto (hereinafter referred
to as the "Additional Parties") each desire to become a Party to the TPC-5 Cable
Network C&MA, and acquire an assignment of Minimum Investment Units ("MIUs") as
shown in replacement Schedules F and G attached hereto, and as further reflected
in replacement Schedules B, C, D and E attached hereto, and
WHEREAS, in accordance with Paragraph 25 of the TPC-5 Cable Network
C&MA, the Management Committee has agreed to admit the Additional Parties as
Parties
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to the TPC-5 Cable Network C&MA, commensurate with the requirements of the
Additional Parties and other Parties to the TPC-5 Cable Network C&MA, and
WHEREAS, in accordance with Subparagraph 13(a) of the TPC-5 Cable Network
C&MA, certain existing Parties desire to reassign their MIU Path Assignments or
to expand their assigned capacity in the TPC-5 Cable Network and thereby make
commensurate changes in their Investment Shares, Voting Interests, Ownership
Interests, and Allocation of Capital, Operation, and Maintenance Costs in the
TPC-5 Cable Network, and to reflect such changes in replacement Schedules B, C,
D, E, F, and G of the TPC-5 Cable Network C&MA, and
WHEREAS, certain existing Parties in the TPC-5 Cable Network C&MA have
undergone organizational changes, resulting in new addresses or new
descriptions, or in a different entity becoming their assignee or successor in
interest, and the Parties now desire to reflect such changes in the TPC-5 Cable
Network C&MA by incorporating such changes in replacement Schedules A, B, C, D,
E, F and G attached hereto, and
WHEREAS, AT&T as owner of Segment A of the TPC-5 Cable Network, the new
Cable Station at Coos Bay, Oregon, as a result of a definition of the geographic
site of that Cable Station, wishes to redefine its location to Bandon, Oregon;
and
NOW, THEREFORE, the Parties hereto agree with each other as follows:
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1. The identification of the Parties, the investment shares, the voting
interests, the ownership interests, the allocation of capital, operating and
maintenance costs and the assignment of MIUs of the TPC-5 Cable Network are
revised in accordance with Schedules A, B, C, D, E, F and G hereto. As of the
effective date of this Amendatory Agreement No. 1, Schedules A, B, C, D, E,
F, and G hereto shall replace the previous Schedules A, B, C, D, E, F, and G
of the TPC-5 Cable Network C&MA.
2. Each of the Additional Parties hereby:
(a) agrees to accept and abide by the terms and conditions of the
TPC-5 Cable Network C&MA, which is incorporated by reference and made a part
hereof;
(b) agrees to assume responsibility to pay its proportionate share
of any costs incurred under the TPC-5 Cable Network C&MA prior to becoming a
Party thereto; and
(c) agrees to accept and abide by all decisions already taken in
relation to the TPC-5 Cable Network by the Parties to the TPC-5 Cable Network
C&MA prior to its becoming a Party thereto.
3. Unless otherwise required by the context, VNPT and TI shall be
collectively referred to as "Vietnamese Party" or "VP" in the TPC-5 Cable
Network C&MA, under which VNPT and TI shall assume, jointly but not on a
several basis in shares as agreed between VNPT and TI, all interests, rights,
obligations and liabilities allocable to VP under TPC-5 Cable Network C&MA.
All interests, rights, obligations and liabilities of VP under the TPC-5
Cable Network C&MA shall transfer to VNPT, upon the
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date of TI's notification to other Parties in writing of such title transfer.
Upon such transfer, notwithstanding Paragraph 20, all rights and obligations of
TI independently under the TPC-5 Cable Network C&MA shall cease, and any
reference to VP in the agreements in association with the TPC-5 Cable Network
C&MA shall be deemed to be a reference to VNPT. Notwithstanding the foregoing,
such notification by TI shall not relieve TI from any liabilities, costs,
damages or obligations incurred prior to such notification being made.
4. AT&T and KDD shall bill the Additional Parties and the existing Parties
acquiring capacity for their proportional shares, as specified in Schedule E of
this Amendatory Agreement No. 1, of the costs of the TPC-5 Cable Network
incurred by AT&T and KDD to the date of this Amendatory Agreement No. 1. These
and subsequent bills shall be calculated, rendered and paid in accordance with
the TPC-5 Cable Network C&MA and any applicable decisions of the Management
Committee.
5. Upon execution of this Amendatory Agreement No. 1, the Additional
Parties are hereby admitted as signatories to the TPC-5 Cable Network C&MA and
deemed to be Parties thereto.
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6. The assigned capacity of the TPC-5 Cable Network is hereby expanded in
accordance with Subparagraph 13(a) of the TPC-5 Cable Network C&MA, as reflected
in Schedules F and G of this Amendatory Agreement No. 1.
7. Financial adjustments relating to the change in Path Assignment of the
TPC-5 Cable Network pursuant to Subparagraph 13(a) of the TPC-5 C&MA shall be
made in accordance with Subparagraph 13(b) of the TPC-5 C&MA.
8. Paragraph 2, Subparagraphs 3(a), 7(b), and 15(a), are hereby amended and
Attachment 1 is hereby replaced, to reflect the new identification of Segment A
of the TPC-5 Cable Network, by changing Coos Bay, Oregon to Bandon, Oregon.
9. In accordance with Subparagraph 31(a) of the TPC-5 Cable Network
C&MA, only one (1) original copy of this Amendatory Agreement No. 1 shall be
executed. AT&T shall retain the signed original version of this Amendatory
Agreement No. 1 and each of the other Parties will be promptly provided with
certified photo copies hereof.
10. Except as specifically amended by this Amendatory Agreement No. 1, the
TPC-5 Cable Network C&MA shall remain unchanged and in full force and effect.
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11. The performance of this Amendatory Agreement No. 1 is contingent upon
the obtaining and continuance of such governmental approvals, consents,
authorizations, licenses and permits as may be required or deemed necessary by
the Parties and as may be satisfactory to them.
12. This Amendatory Agreement No. 1 shall be effective as of the 16th day
of May, 1995.
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TESTIMONIUM
IN WITNESS WHEREOF, the Parties hereto 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.
AT&T CORP.
By: /s/ Charles D. Hogan
-------------------------
BELGACOM S.A.
By: /s/ Charles D. Hogan
-------------------------
BORD TELECOM EIREANN
By: /s/ Charles D. Hogan
-------------------------
BRITISH TELECOMMUNCATIONS PLC
By: /s/ [Illegible]
-------------------------
BUNDESMINISTERIUM FUER OEFFENTLICHE WIRTSCHAFT UND VERKEHR,
GENERALDIREKTION FUER DIE POST-UND TELEGRAPHENVERWALTUNG
By: /s/ Charles D. Hogan
-------------------------
CAPWIRE
By: /s/ [Illegible]
-------------------------
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CELLULAR COMMUNICATIONS NETWORK
By: /s/ [Illegible]
-------------------------
THE COMMUNICATIONS AUTHORITY OF THAILAND
By: /s/ [Illegible]
-------------------------
COMMUNICATION TELESYSTEMS INTERNATIONAL
By: /s/ [Illegible]
-------------------------
COMPANHIA PORTUGUESE RADIO MARCONI
By: /s/ Charles D. Hogan
-------------------------
DACOM CORPORATION
By: /s/ [Illegible]
-------------------------
DEUTSCHE TELEKOM AG
By: /s/ [Illegible]
-------------------------
DIGITAL TELECOMMUNICATIONS PHILS., INC.
By: /s/ [Illegible]
-------------------------
DIRECTORATE GENERAL OF TELECOMMUNICATIONS
By: /s/ [Illegible]
-------------------------
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EASTERN TELECOMMUNICATIONS PHILIPPINES, INCORPORATED
By: /s/ [Illegible]
-------------------------
EMPRESA BRASILEIRA DE TELECOMMUNICACOES, S.A. EMBRATEL
By: /s/ Charles D. Hogan
-------------------------
EMPRESA NACIONAL DE TELECOMUNICACIONES (ENTEL-BOLVIA)
By: /s/ Charles D. Hogan
-------------------------
FRANCE TELECOM
By: /s/ [Illegible]
-------------------------
GENERAL DIRECTORATE OF TURKISH PTT
By: /s/ F. I. James
-------------------------
GTE HAWAIIAN TELEPHONE COMPANY
By: /s/ [Illegible]
-------------------------
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HONG KONG TELECOM INTERNATIONAL LIMITED
By: /s/ [Illegible]
-------------------------
IDB WORLDCOM SERVICES INC.
By: /s/ [Illegible]
-------------------------
INTERNATIONAL DIGITAL COMMUNICATIONS INC.
By: /s/ [Illegible]
-------------------------
PT (PERSERO) INDOSAT
By: /s/ [Illegible]
-------------------------
INTERNATIONAL COMMUNICATIONS CORPORATION
By: /s/ [Illegible]
-------------------------
INTERNATIONAL TELECOMMUNICATIONS DEVELOPMENT CORP.
By: /s/ [Illegible]
-------------------------
INTERNATIONAL TELECOM JAPAN INC.
By: /s/ [Illegible]
-------------------------
ISLA COMMUNICATIONS CO. INC.
By: /s/ [Illegible]
-------------------------
10
IT&E OVERSEAS, INC.
By: /s/ [Illegible]
-------------------------
KOKUSAI DENSHIN DENWA CO., LTD
By: /s/ [Illegible]
-------------------------
KOREA TELECOM
By: /s/ [Illegible]
-------------------------
ENTERPRISE DES POSTES ET TELECOMMUNICATIONS DU LUXEMBOURG
By: /s/ Charles D. Hogan
-------------------------
MCI INTERNATIONAL, INC.
By: /s/ [Illegible]
-------------------------
MERCURY COMMUNICATIONS LIMITED
By: /s/ [Illegible]
-------------------------
NORWEGIAN TELECOM
By: /s/ Jan Crovent
-------------------------
OPTUS NETWORKS PTY LIMITED (ACN 008 570 330)
By: /s/ [Illegible]
-------------------------
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PACIFIC GATEWAY EXCHANGE
By: /s/ Robert F. Craven
-------------------------
PHILIPPINE GLOBAL COMMUNICATIONS, INC.
By: /s/ [Illegible] 5/16/95
-------------------------
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
By: /s/ [Illegible]
-------------------------
PTT TELECOM BV
By: /s/ [Illegible]
-------------------------
ROSTELECOM JOINT STOCK COMPANY
By: /s/ Charles D. Hogan
-------------------------
PT SATELIT PALAPA INDONESIA
By: /s/ [Illegible]
-------------------------
SINGAPORE TELECOMMUNICATIONS PRIVATE LIMITED
By: /s/ [Illegible]
-------------------------
SPRINT COMMUNICATIONS COMPANY LIMITED PARTNERSHIP
By: /s/ [Illegible]
-------------------------
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SWISS TELECOM PTT
By: /s/ [Illegible]
-------------------------
TELECOM DENMARK
By: /s/ Jan Crovent
-------------------------
TELECOM FINLAND LTD.
By: /s/ Jan Crovent
-------------------------
TELECOM ITALIA/S.P.A.
By: /s/ [Illegible]
-------------------------
TELECOM PURCHASING LIMITED
By: /s/ [Illegible]
-------------------------
TELECOMUNICACIONES INTERNACIONALES DE ARGENTINA
By: /s/ Charles D. Hogan
-------------------------
TELEFONICA DE ESPANA, S.A.
By: /s/ Charles D. Hogan
-------------------------
TELEFONICA DEL PERU
By: /s/ [Illegible]
-------------------------
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TELEFONOS DE MEXICO, S.A. DE C.V.
By: /s/ [Illegible] - SPRINT
-------------------------
TELEGLOBE CANADA INC.
By: /s/ [Illegible]
-------------------------
TELEKOM MALAYSIA BERHAD
By: /s/ [Illegible]
-------------------------
TELIA
By: /s/ [Illegible]
-------------------------
TELSTRA CORPORATION LIMITED (ACN 051 775 556)
By: /s/ F. I. James
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TELSTRA INTERNATIONAL, LIMITED (ACN 003 429 883)
By: /s/ F. I. James
-------------------------
TRANSOCEANIC COMMUNICATIONS, INCORPORATED
By: /s/ [Illegible]
-------------------------
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TRT/FTC COMMUNICATIONS, INC
By: /s/ [Illegible]
-------------------------
VIDESH SANCHAR NIGAM LIMITED
By: /s/ Charles D. Hogan
-------------------------
VIETNAM POSTS AND TELECOMMUNICATIONS
By: /s/ [Illegible]
-------------------------
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LIST OF OMITTED SCHEDULES AND ATTACHMENT
The following Schedules and Attachment to the TPC-5 Cable Network
Amendatory Agreement No. 1 to the Construction and Maintenance Agreement have
been omitted from this Exhibit and shall be furnished supplementally to the
Commission upon request:
Schedule A -- Parties to the Agreement
Schedule A-1 -- Additional Parties
Schedule B -- Investment Shares and Voting Interests in the TPC-5
Cable Network
Schedule C -- Ownership Interests in Segments G, H, I and J
Schedule D -- IRU Interests in Segments T1 and T2
Schedule E -- Allocation of Capital and Operation and Maintenance
Costs of Segments A, B, C, D, E, F, G, H, I, J, T1
and T2
Schedule F -- Half MIU Capacity Assigned by Path
Schedule G-1 -- Path Assignment of MIUs in the TPC-5 Cable Network
(U.S. Mainland-Hawaii)
Schedule G-2 -- Path Assignment of MIUs in the TPC-5 Cable Network
(Hawaii-Guam)
Schedule G-3 -- Path Assignment of MIUs in the TPC-5 Cable Network
(Guam-Japan)
Schedule G-4 -- Path Assignment of MIUs in the TPC-5 Cable Network
(Japan-U.S. Mainland)
Schedule G-5 -- Path Assignment of MIUs in the TPC-5 Cable Network
(U.S. Mainland-Guam)
Schedule G-6 -- Path Assignment of MIUs in the TPC-5 Cable Network
(Hawaii-Japan)
Attachment 1-- TPC-5 Cable Network