THIRD SUPPLEMENTARY AGREEMENT
TO THE
PACRIMEAST CABLE SYSTEM
CONSTRUCTION AND MAINTENANCE AGREEMENT
Certified as a true and accurate copy
of the Third Supplementary Agreement
to the PacRimEast Cable System
Construction and Maintenance Agreement
/s/ J. Nelson
J Nelson
for Telstra
7 November 1995
THIRD SUPPLEMENTARY AGREEMENT TO THE
PACRIMEAST CABLE SYSTEM CONSTRUCTION AND
MAINTENANCE AGREEMENT
THIS THIRD SUPPLEMENTARY AGREEMENT is made and entered into this 31st day of
October 1995 in Osaka, Japan between and among the Parties identified in
Schedule A attached hereto.
WITNESSETH
WHEREAS, the PacRimEast Cable System Construction and Maintenance Agreement
was entered into, effective 5 December 1990, as amended by the First
Supplementary Agreement dated 8 October 1992 and the Second Supplementary
Agreement dated 19 October 1993 (hereinafter referred to as the "PacRimEast
C&MA") to provide, construct, maintain and operate the PacRimEast Cable
System.
WHEREAS, Schedules B, C and D of the PacRimEast C&MA were further revised
effective 31 May 1994, 12 October 1994 and 19 May 1995.
WHEREAS, the PacRimEast C&MA provides for the admission of additional Parties
by Supplementary Agreements and authorises the Initial Parties (AT&T, KDD,
TELSTRA and TPL) to act jointly as representatives and agents of all Parties
to the PacRimEast C&MA to execute such Supplementary Agreements.
WHEREAS, the Party identified in paragraph 1 of Annex 1 (hereinafter called
the "Additional Party") wishes to accede and become a Party to the PacRimEast
C&MA.
WHEREAS, in accordance with the PacRimEast C&MA, the Management Committee has
agreed to admit the Additional Party as a Party to the PacRimEast C&MA and
expand the Notional Capacity commensurate with the requirements of the
Additional Party and other Parties to the PacRimEast C&MA.
WHEREAS, the PacRimEast C&MA provides for the replacement of Schedules A, B, C
and D thereto to reflect the admission of additional Parties, expansion of
Notional 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 PacRimEast C&MA and expansion of Notional Capacity.
2
WHEREAS, certain existing Parties to the PacRimEast C&MA have undergone
organisational 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 PacRimEast C&MA by
incorporating such changes in the replacement Schedules A, B, C and D attached
hereto.
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
PacRimEast C&MA, 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 PacRimEast C&MA prior to its becoming
a Party thereto; and
1.3 agrees to accept and abide by all decisions taken in relation to
the PacRimEast Cable System by the Parties, or any of them, to the
PacRimEast C&MA prior to its becoming a Party thereto.
2. The Additional Party is hereby admitted to the PacRimEast C&MA with
effect from the date of this Third Supplementary Agreement.
3. Schedules A, B, C and D attached hereto shall replace the
corresponding Schedules in the PacRimEast C&MA.
4. TELSTRA, as the Financial Coordinator, shall bill the Additional Party
for its respective proportional share of the costs of the PacRimEast
Cable System incurred to the date of this Third Supplementary
Agreement and make financial adjustments necessary to the other Parties'
contributions to such costs pursuant to the expansion of Notional
Capacity. These and subsequent bills and financial adjustments shall be
calculated, rendered and paid in accordance with the PacRimEast C&MA and
any applicable terms and conditions determined by the Management
Committee.
5. Except as provided in this Third Supplementary Agreement, all other
terms and conditions of the PacRimEast C&MA remain unchanged and in full
force and effect.
3
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
PacRimEast C&MA) have severally subscribed these presents or caused them to
be subscribed in their names and behalf by their respective officers
thereunto duly authorised.
AT&T CORP.
By /s/ [illegible]
------------------------
COMMUNICATIONS TELESYSTEMS INTERNATIONAL D/B/A WORLDXCHANGE COMMUNICATIONS
By /s/ [illegible]
------------------------
KOKUSAI DENSHIN DENWA CO., LTD.
By /s/ [illegible]
------------------------
TELECOM PURCHASING LIMITED
By /s/ [illegible]
------------------------
4
TELSTRA CORPORATION LIMITED ACN 051 775 556
By /s/ [illegible]
------------------------
ANNEX 1
1. ADDITIONAL PARTY
Communication TeleSystems International d/b/a WorldxChange Communications, a
corporation organized and existing under the laws of the State of California
and having its principal office at 4350 La Jolla Village Drive, San Diego,
California (herein called "CTS" which expression shall include its
successors).
2. INITIAL PARTIES
AT&T Corp., a corporation organized and existing under the laws of the
State of New York and having an office at 412 Mount Kemble Avenue,
Morristown, New Jersey (herein called "AT&T" which expression shall include
its successors).
Kokusai Denshin Denwa Co. Ltd., a corporation having its principal office
at 3-2, Nishi-Shinjuku 2-Chome, Shinjuku-ku, Tokyo (herein called "KDD"
which expression shall include its successors).
Telecom Purchasing Limited, a duly incorporated company under the Companies
Act of 1955, organized and existing under the laws of New Zealand and
having an office at 13-27 Manners Street, Wellington (herein called "TPL"
which expression shall include its successors). TPL has appointed Telecom
New Zealand International Limited (TNZI) as its agent and granted TNZI a
power of attorney to enable TNZI to carry out all management functions,
duties and rights (including exercising all voting rights and attending all
relevant Management Committee and other meetings) and otherwise to do any
and all things which TPL itself could do pursuant to or in relation to this
Agreement.
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 Third Supplementary Agreement to the
PacRimEast Cable System Construction & Maintenance Agreement 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 Interest in
MAUOs