SIXTH SUPPLEMENTARY AGREEMENT
TO THE
TASMAN 2 CABLE SYSTEM
CONSTRUCTION AND MAINTENANCE AGREEMENT REVISION NO 1
Certified as a true and accurate copy
of the Sixth Supplementary Agreement
to the TASMAN 2 Cable System
Construction and Maintenance Agreement
Revision No 1 effective 3 December 1996
J. Pratts
for Telstra
30 December 1996
SIXTH SUPPLEMENTARY AGREEMENT TO THE
TASMAN 2 CABLE SYSTEM CONSTRUCTION AND
MAINTENANCE AGREEMENT REVISION NO 1
THIS SIXTH SUPPLEMENTARY AGREEMENT is made and entered into this 3rd day of
December 1996 in Fukuoka, Japan between and among the Parties identified in
Schedule A attached hereto.
WITNESSETH
WHEREAS, the TASMAN 2 Cable System Construction and Maintenance Agreement
Revision No 1 was entered into, effective 5 December 19990, as amended by the
First Supplementary Agreement dated 14 February 1992, the Second
Supplementary Agreement dated 6 October 1992, the Third Supplementary
Agreement dated 20 October 1993, the Fourth Supplementary Agreement dated 31
October 1995 and the Fifth Supplementary Agreement dated 25 July 1996
(hereinafter referred to as the "TASMAN 2 C&MA Revision No 1") to provide,
construct, maintain and operate the TASMAN 2 Cable System.
WHEREAS, Schedules B, C and D of the TASMAN 2 C&MA Revision No 1 were further
revised effective 1 September 1996.
WHEREAS, the TASMAN 2 C&MA Revision No 1 provides for the admission of
additional Parties by Supplementary Agreements and authorises the Initial
Parties (TELSTRA and TNZL) to act jointly as representatives and agents of
all Parties to the TASMAN 2 C&MA Revision No 1 to execute such Supplementary
Agreements.
WHEREAS, the Party identified in paragraph 1 of Annex l (hereinafter called the
"Additional Party") wishes to accede and become a Party to the TASMAN 2 C&MA
Revision No 1.
WHEREAS, in accordance with the TASMAN 2 C&MA Revision No 1, the Management
Committee has agreed to admit the Additional Party as a Party to the TASMAN 2
C&MA Revision No 1 and expand the National Capacity commensurate with the
requirements of the Additional Party and other Parties to the TASMAN 2 C&MA
Revision No 1.
WHEREAS, the TASMAN 2 C&MA Revision No 1 provides for the replacement of
Schedules A, B, C and D thereto to reflect the admission of additional
Parties, expansion of National Capacity and transfers of capacity.
WHEREAS, the Management Committee has agreed that TELSTRA shall act as
Financial Coordinator with respect to the admission of additional Parties to
the TASMAN 2 C&MA Revision No 1 and expansion of National Capacity.
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NOW THEREFORE, the Parties in consideration of the mutual covenants herein
expressed, covenant and agree with each other as follows:
1. The Additional Party hereby:
1.1 agrees to accept and abide by the terms and conditions of the TASMAN
2 C&MA Revision No 1, as duly amended from time to time, which is
incorporated herein by reference and made a part hereof;
1.2 agrees to assume responsibility to pay its proportionate share of
costs incurred under the TASMAN 2 C&MA Revision No 1 prior to its
becoming a Party thereto; and
1.3 agrees to accept and abide by all decisions taken in relation to the
TASMAN 2 Cable System by the Parties, or any of them, to the TASMAN
2 C&MA Revision No 1 prior to its becoming a Party thereto.
2. The Additional Party is hereby admitted to the TASMAN 2 C&MA Revision
No 1 with effect from the effective date of this Sixth Supplementary
Agreement.
3. Schedules A, B, C and D attached hereto shall replace the corresponding
Schedules in the TASMAN 2 C&MA Revision No 1.
4. TELSTRA, as the Financial Coordinator, shall bill the Additional Party
for its respective proportional share of the costs of the TASMAN 2 Cable
System incurred to the effective date of this Sixth Supplementary
Agreement and make financial adjustments necessary to the other Parties'
contributions to such costs pursuant to the expansion of National
Capacity. These and subsequent bills and financial adjustments shall be
calculated, rendered and paid in accordance with the TASMAN 2 C&MA
Revision No 1 and any applicable terms and conditions determined by the
Management Committee.
5. Except as provided in this Sixth Supplementary Agreement, all other terms
and conditions of the TASMAN 2 C&MA Revision No 1 remain unchanged and in
full force and effect.
6. Notwithstanding the date above written, this Sixth Supplementary Agreement
shall be effective as of 3 December 1996.
IN WITNESS WHEREOF the Additional Party and the Initial Parties (in their own
right and as joint representatives and agents of the Parties to the TASMAN 2
C&MA Revision No 1) have severally subscribed these presents or caused them
to be subscribed in their names and behalf by their respective officers
thereunto duly authorised.
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TELECOM NEW ZEALAND LIMITED
By /s/ [ILLEGIBLE]
----------------------------
TELSTRA CORPORATION LIMITED ACN 01 775 556
By /s/ James A. Nelson
-----------------------------
WORLDxCHANGE (NEW ZEALAND) LIMITED
-
By /s/ [ILLEGIBLE]
------------------------------
ANNEX 1
1. ADDITIONAL PARTY
WORLDxCHANGE (New Zealand) Limited (Company No AK/687419),
a company duly incorporated under the laws of New Zealand and
having its registered office at Level 6, Tower II, Shortland
Centre, 55 Shortland Street, Auckland City (herein called
"WxC NZ" which expression shall include its successors).
2. INITIAL PARTIES
Telecom New Zealand Limited, a duly incorporated company under
the Companies Act 1955 (New Zealand) having its registered office
at 68-86 Jervois Quay, Wellington 1 (herein called "TNZL" which
expression shall include its successors).
Telstra Corporation Limited ACN 051 775 556, a company incorporated
under the laws of Australia and having an office at 231 Elizabeth
Street, Sydney, New South Wales (herein called "TELSTRA" which
expression shall include its successors).
LIST OF OMITTED SCHEDULES
The following Schedules to the Sixth Supplementary Agreement to the
Tasman 2 Cable System Construction and Maintenance Agreement Revision No. 1
have been omitted from this Exhibit and shall be furnished supplementally to
the Commission upon request:
Schedule A- Parties to this Agreement
Schedule B- Voting Interests in the Cable System
Schedule C- Ownership Interests and Allocation of Capital Operating
and Maintenance Costs of Segment B and Proportions of
Capital Operating and Maintenance Costs for Use of
Segments A and C
Schedule D- Assignment of Capacity in Segment B in Half Interests
in MAUOs
The following Revised Schedules, effective December 3, 1996, to the
Sixth Supplementary Agreement to the Tasman 2 Cable System Construction and
Maintenance Agreement Revision No. 1 have been omitted from this Exhibit and
shall be furnished supplementally to the Commission upon request:
Schedule B- Voting Interests in the Cable System
Schedule C- Ownership Interests and Allocation of Capital Operating
and Maintenance Costs of Segment B and Proportions of
Capital Operating and Maintenance Costs for Use of
Segments A and C
Schedule D- Assignment of Capacity in Segment B in Half Interests in
MAUOs