{"id":42698,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/project-development-and-construction-contract-alcatel-submarine.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"project-development-and-construction-contract-alcatel-submarine","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/project-development-and-construction-contract-alcatel-submarine.html","title":{"rendered":"Project Development and Construction Contract &#8211; Alcatel Submarine Networks, Alcatel Submarine Networks Inc. and Mid-Atlantic Crossing Ltd."},"content":{"rendered":"<pre>\n                                                                  EXECUTION COPY\n\n\n\n                     _____________________________________\n\n                                      MAC\n\n                     _____________________________________\n\n\n\n                              PROJECT DEVELOPMENT\n\n                                      AND\n\n                             CONSTRUCTION CONTRACT\n\n                                    BETWEEN\n\n                          ALCATEL SUBMARINE NETWORKS\n\n                                      AND\n\n                       ALCATEL SUBMARINE NETWORKS, INC.\n\n                                      AND\n\n                          MID-ATLANTIC CROSSING LTD.\n\n                     _____________________________________\n\n                           DATED AS OF JUNE 2, 1998\n\n                     _____________________________________\n\n \n                               TABLE OF CONTENTS\n\n                         GENERAL TERMS AND CONDITIONS\n\n\n\nArticle                                                                 PAGE\n-------                                                                 ----\n                                                                        \n1    Provision of System...............................................    1\n                                                                       \n2    Documents Forming the Entire Contract.............................    2\n                                                                       \n3    Definitions.......................................................    2\n                                                                       \n4    Contract Price....................................................   13\n                                                                       \n5    Terms of Payment by Purchaser.....................................   17\n                                                                       \n6    Contract Variations...............................................   20\n                                                                       \n6A   Optional Upgrades.................................................   20\n                                                                       \n6B   *.................................................................   24\n                                                                       \n7    Responsibilities for Permits; Compliance with Laws................   24\n                                                                       \n8    Route Survey......................................................   26\n                                                                       \n9    Acceptance........................................................   27\n                                                                       \n10   Warranty..........................................................   31\n                                                                       \n11   Contractor Support................................................   35\n                                                                       \n12   Purchaser's Obligations...........................................   35\n                                                                       \n13   Termination for Default...........................................   36\n                                                                       \n14   Termination for Convenience.......................................   38\n                                                                       \n15   Suspension........................................................   40\n                                                                       \n16   Title and Risk of Loss............................................   41\n                                                                       \n17   Force Majeure.....................................................   41\n                                                                       \n18   Intellectual Property.............................................   42\n                                                                       \n19   Infringement......................................................   47\n\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n                                       i\n\n \n\n \nArticle                                                                 PAGE\n-------                                                                 ----\n                                                                        \n20   Safeguarding of Information and Technology.......................    48\n   \n21   Export Control...................................................    49\n                                                                      \n22   Liquidated Damages...............................................    50\n                                                                      \n23   Limitation of Liability\/Indemnification..........................    50\n                                                                      \n24   Counterparts.....................................................    51\n                                                                      \n25   Design and Performance Responsibility............................    52\n                                                                      \n26   Product Changes..................................................    52\n                                                                      \n27   Risk and Insurance...............................................    52\n                                                                      \n28   Plant and Work Rules.............................................    55\n                                                                      \n29   Right of Access..................................................    56\n                                                                      \n30   Quality Assurance................................................    57\n                                                                      \n31   Documentation....................................................    57\n                                                                      \n32   Training.........................................................    57\n                                                                      \n33   Settlement of Disputes\/Arbitration...............................    57\n                                                                      \n34   Applicable Law...................................................    59\n                                                                      \n35   Notices..........................................................    60\n                                                                      \n36   Publicity and Confidentiality....................................    61\n                                                                      \n37   Assignment; Subcontractors.......................................    61\n                                                                      \n38   Relationship of the Parties......................................    63\n                                                                      \n39   Successors Bound.................................................    63\n                                                                      \n40   Article Captions.................................................    63\n                                                                      \n41   Severability.....................................................    63\n   \n42   * ...............................................................    63\n   \n43   Survival of Obligations..........................................    64\n\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n\n                                      ii\n\n \n \n \nArticle                                                                 PAGE\n-------                                                                 ----\n                                                                        \n44   Non-Waiver.......................................................    64\n   \n45   Language.........................................................    64\n   \n46   Entire Agreement.................................................    64\n\n\n\nExhibit A      Form of *\nExhibit B      Form of Consent and Agreement\nExhibit C-1    Form of Opinion for Contractor\nExhibit C-2    Form of Opinion for Guarantor\nExhibit D      Form of Payment Escrow Agreement\nExhibit E      Form of Supplement No. 1\nExhibit F      Form of Contractor's Invoice Certificate\nExhibit G      Examples of Contractor Permits\nExhibit H      Examples of Owner Permits\nExhibit I      Subcontractors\nExhibit J      Optional Long Lead Items\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n\n                                      iii\n\n \n                            PROJECT DEVELOPMENT AND\n                             CONSTRUCTION CONTRACT\n\n          This Project Development and Construction Contract (\"Contract\") is\nmade as of this 2nd day of June, 1998 between (i) ALCATEL SUBMARINE NETWORKS\n(together with its permitted successors and assigns, \"ASN\"), a societe anonyme\n                                                      ---                     \norganized and existing under the laws of France, and having its principal office\nin Paris, France, and ALCATEL SUBMARINE NETWORKS, INC. (together with its\npermitted successors and assigns, \"ASNI\"), a corporation organized and existing\n                                   ----                                        \nunder the laws of the State of Delaware, United States, and having its principal\noffice in Portland, Oregon, United States (ASN and ASNI are hereinafter\ncollectively referred to as \"Contractor\" and are jointly and severally liable\n                             ----------                                      \nfor all obligations and liabilities of Contractor hereunder as more fully set\nforth in Article 42 hereof) and (ii) MID-ATLANTIC CROSSING LTD., a corporation\norganized and existing under the laws of Bermuda, and having its principal\noffice in Hamilton, Bermuda (hereinafter \"Purchaser\").\n                                          ---------   \n\n          WHEREAS, Purchaser desires to establish a fiber optic submarine cable\nsystem, to be known as the Mid-Atlantic Crossing Submarine Cable System\n(hereinafter, and as more fully defined herein, the \"System\"), which will be\nused to provide service between and among the United States mainland, Bermuda\nand St. Croix; and\n\n          WHEREAS, subject to the provisions of Article 6B hereof, the System\nwill consist of the following Segments:\n \n          Segment 1:  From Brookhaven, New York to Hollywood, Florida;\n\n          Segment 2:  From Hollywood, Florida to St. Croix;\n \n          Segment 3:  From St. Croix to Bermuda.\n \n          WHEREAS, Contractor is in the business of designing, constructing,\ninstalling, supplying, delivering and manufacturing fiber optic submarine cable\nsystems and is familiar with the general business of the fiber optic submarine\ncable system industry;\n\n          WHEREAS, Purchaser seeks to purchase and own the System and wishes to\nengage Contractor to perform the Work and Upgrade Work; and\n\n          WHEREAS, Contractor is willing to perform the Work and Upgrade Work on\na turn-key, fixed-price basis in accordance with and subject to the terms\nhereof.\n\n          NOW THEREFORE, IT HAS BEEN AGREED AS FOLLOWS\n\nARTICLE 1  PROVISION OF SYSTEM\n------------------------------\n\n          In consideration of the Contract Price and the Upgrade Prices, the\nContractor agrees to undertake the Work and the Upgrade Work and to provide the\nPurchaser with the System meeting the System Performance Requirements on or\nbefore the Scheduled RFS Date\n\n \n                                                                               2\n\nand the System Upgrades meeting the requirements of Article 6A, all in\naccordance with the terms hereof.\n\nARTICLE 2  DOCUMENTS FORMING THE ENTIRE CONTRACT\n------------------------------------------------\n\n          This Contract consists of these commercial Terms and Conditions and\nthe following documents (in the form of attachments, including appendices,\nattached hereto), which shall be read and construed as part of the Contract:\n\n     .    Provisioning Schedule, Appendix 1, Upgrade Provisioning Schedule,\n          Appendix 1A\n     .    Billing Schedule, Appendix 2, Upgrade Billing Schedule, Appendix 2A\n     .    Plan of Work, Appendix 3, Upgrade Plan of Work, Appendix 3A\n     .    Invoice Format, Appendix 4\n     .    Technical Volume (includes Route Information), Appendix 5\n\n          In the event of any inconsistency between the Terms and Conditions and\nthe above listed documents, the Terms and Conditions shall prevail. The\nAppendices listed above have no order of precedence.\n\nARTICLE 3  DEFINITIONS\n----------------------\n\n          Definitions are as described in the specific Articles. Except as\notherwise defined the following definitions shall apply throughout the Contract:\n\n          AAA has the meaning set forth in Sub-Article 33(B).\n\n          ACCEPTANCE TESTING means (i) with respect to a Segment or the System,\n     the tests described in the System Commissioning and Acceptance section of\n     the Technical Volume or developed pursuant to such section by mutual\n     agreement of the Parties (with 15 days prior notice to the Independent\n     Engineer) and designed to verify that such Segment or the System meets the\n     applicable Performance Requirements and (ii) with respect to any System\n     Upgrade, the tests described in the System Commissioning and Acceptance\n     section of the Technical Volume or developed pursuant to such section by\n     mutual agreement of the Parties (with 15 days prior notice to the\n     Independent Engineer) and designed to verify that the System Upgrade meets\n     the applicable Performance Requirements.\n\n          ACCESS RIGHTS means all ownership, easement, wayleaves and\/or other\n     property rights, from both private and governmental entities, both on land\n     and below the surface of the water (including, without limitation,\n     agreements to use conduits and ducts, install manholes and to lease space\n     in cable stations) necessary to access, use and occupy cable stations and\n     the sites for cable stations (including, without limitation, to land and\n     install the submarine cable and related equipment and to bring such cable\n     from the ocean to the cable stations) in order for the Purchaser to own,\n     operate and maintain the System.\n\n \n                                                                               3\n\n          ACTUAL KNOWLEDGE means the actual knowledge of any executives with\n     management responsibility for the Contract.\n\n          ASSIGNMENT has the meaning set forth in Sub-Article 37(A).\n\n          BANK ESCROW AGENT means Citibank, N.A., in its capacity as escrow\n     agent under the Payment Escrow Agreement, and its successors in such\n     capacity.\n\n          BANKRUPTCY EVENT means an event specified in Sub-Article 13(A)(3) or\n     13(A)(4) with Contractor as the \"other Party\".\n\n          BASE SYSTEM means the two fiber pair submarine cable system consisting\n     of Segments 1, 2 and 3, as described in the second WHEREAS clause of this\n     Agreement, (at a per fiber pair capacity of 10 Gb\/s at the Date of\n     Commercial Acceptance or the Date of Provisional Acceptance, as the case\n     may be, of the System, with each fiber pair upgradeable to 80 Gb\/s per\n     fiber pair at the Date of Provisional Acceptance) as more fully described\n     in the System Description section of the Technical Volume.\n\n          BILLING MILESTONES means the billing milestones set forth in Appendix\n     2.\n\n          BILLING SCHEDULE means a billing schedule attached hereto as Appendix\n     2.\n\n          BUS-1 means the fiber optic cable system known as \"BUS-1\" connecting\n     Bermuda and Tuckerton, New Jersey.\n\n          CABLE STATION AND BEACH ACCESS RIGHTS means, with respect to each of\n     the cable stations in the System (i) a right to use space in such cable\n     station sufficient for the Supplies to be installed therein; (ii) the right\n     of access to such space so that the Contractor may install such Supplies;\n     (iii) duct space or other right so that Contractor may install the cable\n     from the beach manhole to such cable station; (iv) access to the beach\n     manhole(s); and (v) except with respect to the Bermuda cable station, the\n     right to use any directionally drilled conduit space seaward from the beach\n     manhole so that the Contractor may install the cable from the sea to such\n     beach manhole without undertaking directional drilling or other separate\n     shore-end marine operations.\n\n          CERTIFICATE OF COMMERCIAL ACCEPTANCE means a certificate issued by\n     Purchaser in accordance with Sub-Article 9(D) to Contractor certifying that\n     a Segment, the System or a System Upgrade is Ready for Commercial\n     Acceptance.\n\n          CERTIFICATE OF FINAL ACCEPTANCE means a certificate issued by\n     Purchaser in accordance with Sub-Article 9(E) to Contractor certifying that\n     the System or a System Upgrade is Ready for Final Acceptance.\n\n          CERTIFICATE OF PROVISIONAL ACCEPTANCE means a certificate issued by\n     Purchaser in accordance with Sub-Article 9(C) to Contractor certifying that\n     a Segment, the System or a System Upgrade is Ready for Provisional\n     Acceptance.\n\n \n                                                                               4\n\n          CIF means cost, insurance and freight, as defined in Incoterms.\n\n          COMMISSIONING REPORT has the meaning set forth in the System\n     Commissioning and Acceptance section of the Technical Volume.\n\n          CONFIDENTIAL INFORMATION has the meaning set forth in Sub-Article\n     36(B).\n\n          CONSENT means a Consent and Agreement to be entered into among\n     Contractor, Purchaser and the financing parties described in Sub-Article\n     37(C) and substantially in the form of Exhibit B hereto, with such changes\n     therein as made pursuant to Sub-Article 37(C) hereto.\n\n          CONTRACT means this agreement, specifically consisting of the\n     documents described in Article 2, and shall be deemed to include any\n     amendments thereto or Contract Variations pursuant to Article 6 (Contract\n     Variations).\n\n          CONTRACT PRICE means the Initial Contract Price, plus any variations\n     pursuant to Article 6 (Contract Variations), Article 6B (Optional Systems;\n     BUS-1 Option) or Article 8 (Route Survey), Taxes as set forth in Sub-\n     Article 4(B) and other adjustments to the Contract Price provided for in\n     this Contract.\n\n          CONTRACT TAXES has the meaning set forth in Sub-Article 4(B)(1).\n\n          CONTRACT VARIATION has the meaning set forth in Sub-Article 6(A).\n\n          CONTRACTOR means the entities that have collectively executed this\n     Contract as the Contractor, jointly and severally, and that will be\n     responsible for the performance of the Work (and if applicable, Upgrade\n     Work) under this Contract and shall include their permitted successors\n     and\/or assigns.\n\n          CONTRACTOR PERMITS means all Permits that the Contractor needs to\n     conduct its business and all Permits which the Contractor must acquire in\n     order to carry out its operations to perform the work. Exhibit G hereto\n     contains a list of sample Contractor Permits; provided that such list is\n     not meant to be complete or exclusive.\n\n          DATE OF COMMERCIAL ACCEPTANCE, PROVISIONAL ACCEPTANCE OR FINAL\n     ACCEPTANCE means the date that Purchaser receives a Commissioning Report or\n     an Upgrade Commissioning Report, as the case may be, demonstrating that a\n     Segment or the System or a System Upgrade, as the case may be, is Ready for\n     Commercial Acceptance, Ready for Provisional Acceptance or Ready for Final\n     Acceptance in accordance with Article 9 (Acceptance).\n\n          DEFAULT means an Event of Default or any event, condition or\n     occurrence which with the giving of notice or passage of time or both would\n     be an Event of Default.\n\n \n                                                                               5\n\n          DELIVERABLE SOFTWARE has the meaning set forth in Sub-Article 18(C).\n\n          DELIVERABLE SOFTWARE ESCROW has the meaning set forth in Sub-Article\n     18(H).\n\n          DELIVERABLE TECHNICAL MATERIAL has the meaning set forth in Sub-\n     Article 18(B).\n\n          DISPUTE ACCOUNT means the Dispute Account to be created under the\n     Payment Escrow Agreement.\n\n          EVENT OF DEFAULT has the meaning set forth in Sub-Article 13(A).\n\n          EXCLUDED TAX means:\n\n          (i)   any franchise, excess profits, net worth, capital or capital\n     gains Tax, as well as any Tax on doing business or imposed on net or gross\n     income or receipts (including minimum and alternative minimum Taxes\n     measured by any items of Tax preference), but in each case excluding Taxes\n     that are or are in the nature of sales, use, excise, license, stamp,\n     rental, ad valorem, value added or property Taxes (other than property\n     taxes on property owned by the Contractor and not intended to be\n     incorporated into the System);\n\n          (ii)  any Taxes imposed by a jurisdiction other than one in which (a)\n     the Contractor is or is treated as engaged in activities contemplated by or\n     in fulfillment of the Contract or (b) the Purchaser or its affiliates has a\n     nexus to such jurisdiction and the Tax imposed is attributable to that\n     nexus;\n\n          (iii) Taxes imposed on the Contractor as a result of Contractor's\n     gross negligence or willful misconduct; and\n\n          (iv)  any import duty, other import related charges, sales or use\n     tax, VAT or property tax imposed by the United States or any political\n     subdivision thereof or Taxing authority therein in respect of Supplies\n     brought into the United States for testing, modification or other similar\n     purposes prior to being installed or used outside the United States.\n\n          FINAL COMMISSIONING REPORT has the meaning set forth in the System\n     Commissioning and Acceptance section of the Technical Volume.\n\n          FINAL SURVEY REPORT means the final survey report described in the\n     Route Survey, Cable Loading and Marine Operations section of the Technical\n     Volume.\n\n          FORCE MAJEURE has the meaning set forth in Sub-Article 17(A).\n\n          *\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                               6\n\n          *\n\n          INCOTERMS means the International Chamber of Commerce, Guide to\n     Incoterms (1990).\n\n          INDEPENDENT ENGINEER means Conexart Technologies, Inc. or a similarly\n     qualified successor in the capacity as the engineer to the financing\n     sources specified in Sub-Article 37(C) who has agreed to be bound by the\n     confidentiality provisions of this Contract and who is not affiliated with\n     a competitor of Contractor.\n\n          INFORMATION has the meaning set forth in Sub-Article 20(A).\n\n          INITIAL CONTRACT PRICE has the meaning set forth in Sub-Article\n     4(A)(1).\n\n          INITIAL UPGRADE PRICE has the meaning set forth in Sub-Article\n     4(A)(2).\n\n          INTELLECTUAL PROPERTY has the meaning set forth in Sub-Article 18(A).\n\n          LANDING LICENSES means, in the United States, a License to Land and\n     Operate a Submarine Cable System pursuant to the Submarine Cable Landing\n     Act, 47 U.S.C. 34-39 and, in Bermuda, the comparable license which is\n     required under Bermuda law.\n\n          LAWS means any laws, ordinances, regulations, rules, orders,\n     proclamations, requirements of governmental authorities or treaties.\n\n          MANUFACTURING MATERIALS has the meaning set forth in Sub-Article\n     13(B).\n\n          NEXUS TAX means any Tax imposed by way of withholding in respect of or\n     in lieu of an Excluded Tax, but only to the extent such Tax would not have\n     been imposed but for the nexus (other than as a consequence of the\n     activities of the Contractor) of the Purchaser or its affiliate to the\n     jurisdiction imposing the Tax.\n\n          NON-SHIP COSTS has the meaning set forth in Sub-Article 10(A)(2).\n\n          NOTICE OF TERMINATION has the meaning set forth in Sub-Article 14(A).\n\n          OPTION PERIOD has the meaning set forth in Sub-Article 6A(B).\n\n          OPTIONAL LONG LEAD ITEMS means those items of the Supplies, set forth\n     in Exhibit J, that would be used in the Optional System but not the Base\n     System and which the Contractor must irrevocably commit to pay for in order\n     to maintain the Scheduled RFS Date if Purchaser shall elect the Optional\n     System on or prior to the Optional System Date.\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                               7\n\n          OPTIONAL LONG LEAD ITEMS PRICE means the amount up to * of which * is\n     payable on the date which is three business days after this Contract is\n     executed and delivered by all Parties and * is payable on June 30, 1998,\n     unless prior to such date Purchaser shall notify Contractor that it will\n     not elect the Optional System.\n\n          OPTIONAL ROUTE SURVEY means a marine route survey of the portion of\n     the Optional System from St. Croix to Brookhaven, New York.\n\n          OPTIONAL ROUTE SURVEY PRICE has the meaning set forth in Article 8C.\n\n          OPTIONAL SYSTEM means the System; provided that Segment 3 of the Base\n     System shall be replaced by a Segment 3 which bypasses Bermuda and directly\n     connects St. Croix with Brookhaven, New York.\n\n          OPTIONAL SYSTEM PRICE has the meaning set forth in Article 6B.\n\n          OWNER PERMITS means all Permits that the Owner needs to own and\n     operate the System. Exhibit H hereto contains a sample list of Owner\n     Permits; provided that such list is not meant to be complete or exclusive.\n\n          PARTY(IES) means either of the Purchaser and\/or the Contractor, as\n     appropriate.\n\n          PAYMENT ESCROW AGREEMENT means that Escrow Agreement to be entered\n     into among the Prime Contractor, Purchaser, and the Bank Escrow Agent,\n     substantially in the form of Exhibit D hereto, with such changes therein as\n     are reasonably requested by the Bank Escrow Agent, as amended modified or\n     supplemented from time to time.\n\n          PERFORMANCE REQUIREMENTS means (i) with respect to a Segment or the\n     System, the applicable System Performance Requirements set forth or to be\n     developed by mutual agreement pursuant to the Transmission Performance\n     section of the System Description section of the Technical Volume, (ii)\n     with respect to any System Upgrade, the System Performance Requirements set\n     forth in or to be developed by mutual agreement pursuant to the Technical\n     Volume or (iii) in each case, such other Segment, System or System Upgrade\n     performance levels as mutually agreed by the Parties, including impairment\n     budgets.\n\n          PERMITS means all Access Rights, permits, pipeline and cable crossing\n     agreements, approvals, \"no objections\", permissions-in-principle,\n     authorizations, consents, customs clearances, registrations, certificates,\n     rights-of-way, certificates of occupancy, licenses, including without\n     limitation, landing licenses, orders, vessel and crew authorizations\/visas,\n     permission for the operation of navigational aids and radio systems and\n     similar authorizations necessary to complete the Work and operate and\n     maintain the System (other than any of the foregoing (i) relating to the\n     ownership, operation and maintenance of the System and not necessary until\n     after the System is Ready for Final Acceptance, (ii) which is or would be\n     needed by Purchaser to engage\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                               8\n\n     in any business outside the business of developing, owning and operating a\n     submarine cable system or (iii) which is or would be needed at any time by\n     any purchaser or lessee of capacity on the System).\n\n          PRIME CONTRACTOR has the meaning set forth in Article 42 hereof.\n\n          PROVISIONING SCHEDULE means the price schedule attached hereto in\n     Appendix 1.\n\n          PURCHASER means Mid-Atlantic Crossing Ltd. and shall include its\n     permitted successors and assigns.\n\n          READY FOR COMMERCIAL ACCEPTANCE means\n\n          (i)    for any Segment, that\n\n                 (a)  if the System is not at the same time also Ready for\n                      Commercial Acceptance, the Purchaser has consented, in its\n                      sole discretion, to accept such Segment as Ready for\n                      Commercial Acceptance,\n\n                 (b)  such Segment has the ability to carry commercial traffic\n                      between the two landing points of such Segment meeting\n                      performance criteria of ITU-T G.826 as defined in the\n                      System Performance section of the Technical Volume and has\n                      line monitoring and protection switching capability,\n\n                 (c)  Contractor has tested and provided for STM-1\n                      interconnectivity capability to the Segment terminal\n                      equipment according to ITU-T G.826,\n\n                 (d)  Contractor has substantially performed its obligations\n                      under Article 18 (Intellectual Property) then required to\n                      be performed by it, and\n\n                 (e)  all Permits are obtained for such Segment, and\n\n          (ii)   for the System, that\n\n                 (a)  the System has the ability to carry commercial traffic\n                      throughout the System (operating at 10 Gb\/s per fiber\n                      pair) meeting performance criteria of ITU-T G.826 as\n                      defined in the System Performance section of the Technical\n                      Volume, has line monitoring and per Segment protection\n                      switching capability and has network management\n                      capability,\n\n \n                                                                               9\n\n                 (b)    Contractor has tested and provided for STM-1\n                        interconnectivity capability to the System terminal\n                        equipment according to ITU-T G.826,\n\n                 (c)    Contractor has substantially performed its obligations\n                        under Article 18 (Intellectual Property) then required\n                        to be performed by it,\n\n                 (d)    if the Optional System is chosen, the System has self-\n                        healing ring protection capability, and\n\n                 (e)    all Permits are obtained for the System and\n\n          (iii)  for any System Upgrade, the System is Ready for Commercial\n                 Acceptance at the capacity specified for such System Upgrade.\n\n          READY FOR FINAL ACCEPTANCE means\n\n          (i)    for the System, that\n\n                 (a)(I) the System has successfully and continuously (other than\n                        by reason of Force Majeure in which case the test period\n                        shall be extended for a time period agreed between the\n                        Parties) functioned in compliance with the System\n                        Performance Requirements during the period of ninety\n                        (90) consecutive days after the Date of Provisional\n                        Acceptance or\n\n                 (II)   if the System shall have failed to meet the System\n                        Performance Requirements at any time during such period\n                        (other than by reason of Force Majeure), the Contractor\n                        has corrected such failure and the System has\n                        successfully and continuously (other than by reason of\n                        Force Majeure in which case the test period shall be\n                        extended for a time period agreed between the Parties)\n                        functioned in compliance with the System Performance\n                        Requirements for such additional period of time not to\n                        exceed ninety (90) days (and not to end prior to the\n                        date 90 days after the Date of Provisional Acceptance)\n                        as reasonably determined by the Independent Engineer as\n                        being sufficient to confirm that such failure has been\n                        corrected and that no other failures are likely to\n                        appear and\n\n                 (b)    all deficiencies noted in the Certificate of Provisional\n                        Acceptance have been corrected (other than minor\n                        deficiencies which will not affect the operation of the\n                        System, in respect of which an equitable adjustment to\n                        the Contract Price will be made) and\n\n \n                                                                              10\n\n                 (c)    Contractor has complied in all material respects with\n                        Article 18 (Intellectual Property) and\n\n          (ii)   for any System Upgrade, that\n\n                 (a)(I) the System Upgrade has successfully functioned in\n                        compliance with the System Performance Requirements\n                        during the period of ninety (90) days after the Date of\n                        Provisional Acceptance of the System Upgrade or\n\n                 (II)   if the System Upgrade shall have failed to meet the\n                        System Performance Requirements during such period, the\n                        Contractor has corrected such failure and the System\n                        Upgrade has successfully functioned in compliance with\n                        the System Performance Requirements for such additional\n                        period of time not to exceed ninety (90) days as\n                        reasonably determined by the Independent Engineer as\n                        sufficient to confirm that such failure has been\n                        corrected and\n\n                 (b)    all deficiencies noted in the Certificate of Provisional\n                        Acceptance have been corrected (other than minor\n                        deficiencies which will not affect the operation of the\n                        System, in respect of which an equitable adjustment of\n                        the Contract Price will be made) and\n\n                 (c)    Contractor has complied in all material respects with\n                        Article 18 (Intellectual Property).\n\n          READY FOR PROVISIONAL ACCEPTANCE means\n          (i)    with respect to any Segment,\n\n                 (a)    if the System is not, at the same time, also Ready for\n                        Provisional Acceptance, the Purchaser has consented, in\n                        its sole discretion, to accept such Segment as Ready for\n                        Provisional Acceptance,\n\n                 (b)    such Segment is complete in all material respects (and\n                        in any event is Ready for Commercial Acceptance),\n\n                 (c)    the results of Acceptance Testing of such Segment\n                        demonstrate that such Segment has satisfied the System\n                        Performance Requirements,\n\n                 (d)    Contractor has substantially performed its obligations\n                        under Article 18 (Intellectual Property) then required\n                        to be performed by it,\n\n \n                                                                              11\n\n                 (e)  all Permits are obtained for such Segment, and\n\n          (ii)   with respect to the System, the System is complete in all\n                 material respects (and in any event is Ready for Commercial\n                 Acceptance), all Segments are Ready for Provisional Acceptance\n                 with per Segment protection capability and line monitoring and\n                 network management capability and, if the Optional System has\n                 been chosen, all Segments have self-healing ring protection\n                 capability, and\n\n          (iii)  with respect to any System Upgrade, the results of Acceptance\n                 Testing of such System Upgrade demonstrate that such System\n                 Upgrade is complete in all material respects and is sufficient\n                 to realize the Performance Requirements.\n\n          REPRESENTATIVES has the meaning set forth in Article 36(B).\n\n          RETAINAGE means an amount equal to * of the Initial Contract Price,\n     or in the case of a Segment, the contract value of such Segment.\n\n          RETESTING has the meaning set forth in Sub-Article 9(B)(3).\n\n          ROUTE SURVEY means the route survey described in the Route Survey,\n     Cable Loading and Marine Operations section of the Technical Volume.\n\n          SCHEDULED RFS DATE has the meaning set forth in Sub-Article 9(A).\n\n          SCHEDULED UPGRADE DATE means for any System Upgrade, the date by which\n     the Contractor agrees such System Upgrade will be Ready for Provisional\n     Acceptance or Commercial Acceptance.\n\n          SEGMENT means Segment 1, Segment 2 or Segment 3, as the case may be.\n\n          SEGMENT 1 means the Segment of the System from Brookhaven, New York to\n     Hollywood, Florida, and landing in locations capable of interconnecting\n     with major telecommunications carriers.\n\n          SEGMENT 2 means the Segment of the System from Hollywood, Florida to\n     St. Croix, and landing in locations capable of interconnecting with major\n     telecommunications carriers.\n\n          SEGMENT 3, subject to Article 6B, means the Segment of the System from\n     St. Croix to Bermuda and landing in locations capable of interconnecting\n     with major telecommunications carriers.\n\n          SHIP COSTS has the meaning set forth in Sub-Article 10(A)(2).\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              12\n\n          SHIP PERIOD has the meaning set forth in Sub-Article 10(A).\n\n          SOFTWARE ESCROW AGREEMENT has the meaning set forth in Sub-Article\n     18(H).\n\n          SUPPLIES means any and all materials, plant, machinery, equipment,\n     hardware and items supplied by the Contractor under this Contract.\n\n          SUSPENSION means a suspension in pursuant to Sub-Article 15(A) or\n     15(B).\n\n          SYSTEM means the Base System, unless the Purchaser has elected the\n     Optional System, in which case, the System shall mean the Optional System.\n\n          SYSTEM PERFORMANCE REQUIREMENTS has the meaning set forth in the\n     System Description section of the Technical Volume.\n\n          SYSTEM UPGRADE has the meaning set forth in Sub-Article 6A(A).\n\n          TAX means any tax, duty, levy, charge or custom (including, without\n     limitation, any sales or use tax, VAT or octroi duty relating to the\n     Contract items and fiscal stamps connected with Contract legalization)\n     imposed or collected by any taxing authority or agency (domestic or\n     foreign).\n\n          TECHNICAL VOLUME means the Technical Volume attached hereto as\n     Appendix 5.\n\n          TRANSFEREE means any entity to which purchaser assigns rights\n     hereunder pursuant to Sub-Article 37(D) hereof.\n\n          TRANSFEREE SUPPLEMENT means a supplement to this Contract to reflect\n     assignments to Transferees, to be in substantially the form of Exhibit E\n     attached hereto, with such changes as the parties may mutually agree upon.\n\n          UPGRADE BILLING SCHEDULE means the billing schedule attached hereto as\n     Appendix 2A.\n\n          UPGRADE COMMISSIONING REPORT has the meaning set forth in the System\n     Commissioning and Acceptance section of the Technical Volume.\n\n          UPGRADE PERIOD has the meaning set forth in Sub-Article 6A(E).\n\n          UPGRADE PLAN OF WORK means the plan of work attached hereto as\n     Appendix 3A.\n\n          UPGRADE PRICE means, for any System Upgrade, the Initial Upgrade Price\n     for such System Upgrade, plus any variations pursuant to Article 6\n     (Contract Variations),\n\n \n                                                                              13\n\n     Taxes as set forth in Sub-Article 4(B) and other adjustments to such\n     Upgrade Price provided for in this Contract.\n\n          UPGRADE PROVISIONING SCHEDULE means the provisioning schedule attached\n     hereto as Appendix 1A.\n\n          UPGRADE WARRANTY PERIOD has the meaning set forth in Sub-Article\n     10(A).\n\n          UPGRADE WORK means the activities and services to be performed or\n     provided by Contractor under Article 6A (Optional Upgrades).\n\n          * \n\n          WARRANTY PERIOD has the meaning set forth in Sub-Article 10(A).\n\n          WORK means all activities and services (other than the activities and\n     services specified in this Contract to be provided by Purchaser) necessary\n     to be performed or provided in developing, planning, designing,\n     manufacturing, constructing, delivering, installing and testing the System,\n     until the System is Ready for Final Acceptance, including without\n     limitation, designating, coordinating and obtaining all Permits, except for\n     the Landing Licenses and the Cable Station and Beach Access Rights. Whether\n     or not used in conjunction with the term \"Supplies\", the term \"Work\" shall\n     always be deemed to include the provision of the relevant Supplies, unless\n     the context requires otherwise.\n\n          YEAR 2000 COMPLIANT means, when used with respect to any software or\n     materials, that such software or materials will operate accurately and,\n     without interruption, accept, possess and in all manner retain full\n     functionality when referring to, or involving, any year or date in the\n     twentieth or twenty first centuries.\n\nARTICLE 4   CONTRACT PRICE\n--------------------------\n\n     A.   Contract Price\n\n          1.   The initial Contract Price for the Work, in United States Dollars\n               (US$) is a fixed fee of * dollars (the \"Initial Contract Price\").\n               The Initial Contract Price does not include the cost of optional\n               upgrades which are described in Article 6A (Optional Upgrades),\n               any contract variations as provided for in Article 6 (Contract\n               Variations), any Taxes, the increased cost of the Optional\n               System, the increased cost, if any, of the Optional Route Survey\n               and the external costs and expenses of obtaining Owner Permits,\n               as described in Article 7. The Initial Contract Price includes\n               all charges for CIF, all costs and expenses incurred in obtaining\n               all Contractor Permits and all internal costs of obtaining\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n\n \n                                                                              14\n\n               Owner Permits and all costs and expenses incurred with respect to\n               preparation of cable stations.\n\n          2.   The initial Upgrade Price for any Upgrade Work, in United States\n               Dollars (US$) is the fixed fee set forth in Sub-Article 6A(G),\n               payable as set forth in Appendix 2A (the \"Initial Upgrade\n               Price\"). No Initial Upgrade Price includes the cost of any\n               contract variations as provided for in Article 6 (Contract\n               Variations) or any Taxes.\n\n          3.   The Provisioning Schedule sets forth the Contractor's breakdown\n               of the Initial Contract Price among various aspects of the Work.\n               If the actual cost of any aspect of the Work is greater or less\n               than that set forth in the Provisioning Schedule, such fact shall\n               not cause any change in the Initial Contract Price. At its\n               discretion, the Purchaser may direct the Contractor to deliver\n               either universal joints or Alcatel proprietary joints as spares,\n               in such quantities as provided in the Provisioning Schedule; such\n               direction may be given during the course of the Work, but not\n               later than such date as the Parties shall mutually agree, and\n               such direction, whichever spare joint type is selected, shall not\n               cause any change in the Initial Contract Price.\n\n          4.   The Contractor and the Purchaser will share equally the costs and\n               expenses of the Payment Escrow Agent.\n\n          5.   The Contractor will not arrange for any Permit which requires\n               payments to be made by the Purchaser or made after the System is\n               Ready for Provisional Acceptance, without the prior written\n               consent of the Purchaser.\n\n     B.   Taxes, Levies and Duties\n\n          1.   The Initial Contract Price and each Initial Upgrade Price, as\n               stated in Sub-Article 4(A) above, excludes any Tax. The Contract\n               Price and each Upgrade Price shall without duplication be\n               adjusted for any Tax imposed on or in connection with this\n               Contract (including, without limitation, the execution and\n               delivery of this Contract, the Work, the Upgrade Work and the\n               Supplies, but excluding any Excluded Taxes) (any such Taxes,\n               other than Excluded Taxes, are hereinafter referred to as\n               \"Contract Taxes\"). Contractor has provided a good faith estimate\n               of the Contract Taxes payable by the Purchaser; it being\n               understood that the Contractor shall have no liability under this\n               Contract or otherwise to the Purchaser for any errors or\n               omissions in such estimate or any losses arising therefrom. The\n               Contractor shall be responsible for any Excluded Tax that might\n               be incurred by the Contractor as well as any Tax described in\n               clause (iv) of the definition of Excluded Tax.\n\n \n                                                                              15\n\n          2.   The Purchaser will be ultimately responsible for the payment of\n               all Contract Taxes (including, without limitation, Contract Taxes\n               that are VAT, octroi duties relating to Contract items and fiscal\n               stamps, etc. connected with Contract legalizations to the\n               authorities in their countries). In the case of any Contract\n               Taxes paid by the Contractor, the Contractor shall submit payment\n               on the Purchaser's behalf and Contractor will be reimbursed by\n               the Purchaser in accordance with Article 5 (Terms of Payment by\n               Purchaser).\n\n          3.   The Contractor agrees to use reasonable efforts, including,\n               without limitation, by registering for VAT and any applicable\n               sales Taxes in any country, state or other jurisdiction where\n               legally required, to cooperate with and assist Purchaser in its\n               efforts (i) to have Supplies which are the subject of this\n               Contract made exempt from Contract Taxes, whether in the\n               manufacture of the Supplies or related to the importation or\n               location or installation of the Supplies, (ii) to request\n               revisions, drawbacks, remissions, reclassifications or the like\n               to the jurisdictions identified by the Purchaser; or (iii) to\n               reduce or eliminate Contract Taxes (including the provision of\n               applicable certifications and forms) and to obtain any available\n               refunds of Contract Taxes, provided that the Contractor shall not\n                                          ---------                             \n               be required to act other than in accordance with the relevant\n               Laws then in force. The Purchaser shall reimburse the Contractor,\n               in accordance with Article 5, for any reasonable costs (including\n               the reasonable fees and expenses of legal counsel, accountants\n               and other advisors) incurred by the Contractor under this Sub-\n               Article 4(B)(3) provided that Purchaser was notified and has\n                               --------                                    \n               consented to the incurrence of such costs, fees and expenses.\n               Contractor shall not be required to cooperate with and assist\n               Purchaser in its efforts under this Sub-Article 4(B)(3) or to\n               take any action hereunder which in the Contractor's good faith\n               judgment would incur any costs or if in Contractor's good faith\n               judgment it would be advisable to obtain the advice of counsel,\n               accountants or other advisors prior to cooperating with or\n               assisting purchaser or taking any action, unless in each case,\n               Purchaser has agreed to reimburse Contractor under the foregoing\n               proviso.\n\n          4.   Prior to the Date of Provisional Acceptance with respect to the\n               System or any System Upgrade, the Contractor shall provide\n               evidence of having made all payments for Taxes included in the\n               Contract Price or Upgrade Price or described in clause (iv) of\n               the definition of Excluded Taxes, other than VAT due on payments\n               of the Contract Price or Upgrade Price made on or after the Date\n               of Provisional Acceptance of the System or System Upgrade, which\n               evidence shall be provided within sixty (60) days of the date of\n               each such payment.\n\n \n                                                                              16\n\n          5.   As part of Work or any Upgrade Work, the Contractor shall obtain\n               at its expense, on Purchaser's behalf, any import license or\n               other official authorization and carry out all customs\n               formalities necessary for the importation or exportation of goods\n               in connection with such Work or Upgrade Work. The Purchaser\n               agrees to be the Importer or Exporter of Record or designate an\n               Importer or Exporter of Record\/Consignee on its behalf. Purchaser\n               must provide a Letter of Authorization from any third party\n               designate stating it agrees to be the Importer or Exporter of\n               Record on Purchaser's behalf and identify the name and address of\n               the designated Importer or Exporter of Record.\n\n          6.   The Supplies to be installed or held on land shall be delivered\n               to the agreed point at the named place of destination and shall\n               be consigned to the Purchaser.\n\n     C.   Withholding Tax\n\n          1.   If withholding for any Tax is required in respect of any payment\n               to the Contractor, the Purchaser shall (i) withhold the\n               appropriate amount from such payment, (ii) pay such amount to the\n               relevant authorities in accordance with the applicable Laws and\n               (iii) in the case of any such withholding in respect of a\n               Contract Tax or a Nexus Tax and subject to the Contractor's\n               satisfying the obligations set forth in the last sentence of this\n               Sub-Article 4(C)(1), pay the Contractor an additional amount such\n               that the net amount received by the Contractor is the amount the\n               Contractor would have received in the absence of such\n               withholding. In such a case, the Purchaser shall provide to the\n               Contractor, as soon as reasonably practicable, a certified copy\n               of an official tax receipt for any Tax which is retained from any\n               payment due to the Contractor or for any Tax which is paid on\n               behalf of the Contractor. All such receipts shall be in the name\n               of the Contractor. The Contractor agrees to complete accurately\n               and timely provide to the Purchaser or, if required, to the\n               applicable Taxing authority, such forms, certifications or other\n               documents as may be requested in timely manner by Purchaser, in\n               order to allow it to make payments to the Contractor without any\n               deduction or withholding on account of withholding Taxes (or at a\n               reduced rate thereof) or to receive a refund of any amounts\n               deducted or withheld on account of withholding Taxes.\n\n          2.   If the Contractor shall become aware that it is entitled to\n               receive a refund or credit from a relevant taxing or governmental\n               authority in respect of a Contract Tax or Nexus Tax as to which\n               the Purchaser has paid an additional amount pursuant to Sub-\n               Article 4(C)(1) above, the Contractor shall promptly notify the\n               Purchaser of the availability of such refund or credit and shall,\n               within 30 days after receipt of a request by the Purchaser\n               (whether as a result of notification that it has made to\n\n \n                                                                              17\n\n               the Purchaser or otherwise), make a claim to such taxing or\n               governmental authority for such refund or credit at the\n               Purchaser's expense. If the Contractor receives a refund or\n               credit in respect of a Contract or Nexus Tax as to which the\n               Purchaser has paid an additional amount pursuant to Sub-Article\n               4(C)(1) above, or if, as a result of the Purchaser's payment of\n               such additional amounts, the Contractor or any other member of an\n               affiliated group, as defined in section 1504(a) of the Code, of\n               which the Contractor is a member, receives a credit against Taxes\n               imposed on its income or franchise taxes imposed on it by the\n               country under the laws of which it is organized or any political\n               subdivision thereof, the Contractor shall promptly notify the\n               Purchaser of such refund or credit and shall within 30 days from\n               the date of receipt of such refund or benefit of such credit pay\n               over the amount of such refund or benefit of such credit\n               (including any interest paid or credited by the relevant taxing\n               or governmental authority with respect to such refund or credit)\n               to the Purchaser (but only to the extent of the additional\n               payments made by the Purchaser under Sub-Article 4(C)(1) above\n               with respect to the Contract or Nexus Tax giving rise to such\n               refund or credit), net of all out-of-pocket expenses of the\n               Contractor; provided, however, that the Purchaser, upon the\n                           --------  -------                              \n               request of the Contractor agrees to repay the amount paid over to\n               the Purchaser (plus penalties, interest or other charges due to\n               the appropriate authorities in connection therewith) to the\n               Contractor in the event the Contractor is required to repay such\n               refund or credit to such relevant authority.\n\nARTICLE 5   TERMS OF PAYMENT BY PURCHASER\n-----------------------------------------\n\n     A.   General Conditions of Payment\n\n          1.   All payments shall be made and all invoices shall be rendered in\n               US Dollars (US$). The Purchaser shall be responsible for and\n               shall pay all costs and fees for payment, as well as the banking\n               and wiring costs. All banking documents and correspondence must\n               be in English.\n\n     B.   Invoice Procedures\n\n          1.   All invoices for Work shall be submitted according to the Billing\n               Schedule, provided, that the appropriate Billing Milestones have\n                         --------                                              \n               been achieved. All invoices for Work shall have a certificate in\n               the form of Appendix 4A attached.\n\n          2.   Any Contract Variations shall be invoiced and paid in accordance\n               with the terms of the Contract Variation as specified in Article\n               6 (Contract Variations).\n\n \n                                                                              18\n\n          3.   Invoices for Upgrade Work shall be submitted according to the\n               Upgrade Billing Schedule and shall be paid in accordance with\n               this Article 5.\n\n          4.   Invoices for amounts not described in Sub-Sections 1-3 above,\n               which may become payable hereunder shall be submitted after\n               applicable costs have been incurred or such other time as may be\n               specified in this Contract. Such invoices shall be payable at a\n               reasonable bank rate of exchange applicable at the time such\n               costs were paid by the Contractor, and shall be accompanied by a\n               certificate of the Contractor explaining such amount and\n               certifying that it is payable.\n\n          5.   The Contractor shall render all invoices to the following address\n               or facsimile number:\n\n                    Mid-Atlantic Crossing Ltd.\n                    Wessex House\n                    45 Reid Street\n                    Hamilton HM12\n                    Bermuda\n                    Facsimile: 441-296-6749\/8606\n                    Attn:  Cameron Adderley\n\n               with a copy to\n\n                    Conexart Technologies, Inc.\n                    124 Rue de Charante\n                    Saint Lambert\n                    Quebec, Canada J4S 1K3\n                    Facsimile: 514-466-1093\n                    Attn: Mr. Martin Fournier\n\n     C.   Payment Procedures\n\n          1.   The Purchaser shall pay the Contractor, and the Contractor shall\n               accept payment, in accordance with this Article 5 (Terms of\n               Payment by Purchaser). All payments due and owing to the\n               Contractor shall be paid to the Prime Contractor (and each\n               invoice shall so provide) and payment to the Prime Contractor\n               shall be deemed payment to the Contractor. Any amounts received\n               by the Prime Contractor shall be deemed to have been received by\n               the Prime Contractor in its capacity as agent of the Contractor.\n               The Prime Contractor shall pay such amounts to the Contractor net\n               of any applicable taxes or levies that may be imposed on the\n               Contractor.\n\n          2.   Purchaser agrees to pay an initial payment to Contractor in the\n               amount of *. Within three business days of the time this Contract\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              19\n\n               is executed and delivered by all Parties, the first portion of\n               the initial payment, in the amount of * shall be paid by\n               Purchaser to Contractor. Failure to receive this payment shall\n               entitle Contractor to immediately suspend Work hereunder. The\n               second portion of the initial payment, in the amount of * shall\n               be paid by Purchaser to Contractor on July 14, 1998.\n\n          3.   Invoices given to the Purchaser (and the Independent Engineer) on\n               or before the last day of any month shall, subject to Sub-Article\n               5(C)(5) below, be due and payable on the last day of the next\n               month or such other time as may be specified in this Contract.\n\n          4.   Invoices not paid when due shall accrue late payment charges from\n               the day, following the day, on which payment was due until the\n               day on which it is paid. Invoices for such extended payment\n               charges shall not be issued for an amount less than U.S. $1,000.\n               Extended payment charges shall be computed at the rate of one\n               percent (1%) per month.\n\n          5.   In the event that the Purchaser has an objection to any invoice\n               or other payment obligation or any amount owing by Contractor to\n               Purchaser shall not have been paid when due, the Purchaser shall\n               promptly notify the Contractor of such objection and such amount,\n               and the Purchaser and Contractor shall make every reasonable\n               effort to settle promptly the dispute concerning the payment(s)\n               in question. In the event such dispute cannot be settled, the\n               Prime Contractor and the Purchaser will execute and deliver a\n               Payment Escrow Agreement substantially in the form of Exhibit D\n               hereto, with such changes therein as the Payment Escrow Agent may\n               reasonably request, and the Purchaser will have the right to\n               withhold payment of the disputed amount(s) (or withhold from the\n               invoice amount a sum equal to the amount purportedly owing by\n               Contractor) so long as it deposits, in full, such disputed\n               amount(s) into the Dispute Account.\n\n               (a)  Provided such disputed amount is placed into the Dispute\n                    Account in a timely manner, the Purchaser shall not be\n                    deemed to be in breach of or in default for failing to pay\n                    Contractor.\n\n               (b)  The Payment Escrow Agent will distribute the disputed amount\n                    in accordance with the terms of the Escrow Agreement.\n\n               (c)  In addition, the prevailing Party shall be entitled to\n                    receive from the Dispute Account an amount equal to the\n                    interest earned by the Payment Escrow Agent on the\n                    distributed, disputed amount, which shall be distributed by\n                    the Escrow Agent under clause (b) above.\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              20\n\n          6.   The Purchaser shall make timely payments for that portion of the\n               invoice not in dispute in accordance with Sub-Article 5(C) or\n               such payments will be assessed extended payment charges as set\n               forth in Sub-Article 5(C)(4). Pending resolution of the dispute,\n               the Purchaser may not withhold payment (unless also subject to\n               dispute) on any other invoice concerning different goods and\/or\n               services submitted by Contractor.\n\nARTICLE 6   CONTRACT VARIATIONS\n-------------------------------\n\n     A.   Either Party may request, during construction of the System or any\nSystem Upgrade, by written order, a contract variation (\"Contract Variation\")\nrequiring additions or alterations to, deviations or deductions from the System\nor System Upgrade. If the other Party consents, in its sole discretion, this\nchange will be formalized as an amendment to this Contract by a Contract\nVariation; provided, that the Contractor will not unreasonably withhold its\n           --------                                                        \nconsent to a Contract Variation requested by the Purchaser.\n\n     B.   A Contract Variation shall not become effective unless and until the\nprice adjustment, the terms and schedule of payment and the extension of time\nand all other terms have been mutually agreed upon by the Parties (and the\nParties shall act reasonably and in good faith in connection with all such\nterms) and such Contract Variation is signed by an authorized representative of\neach Party. Each Contract Variation shall be incorporated as an amendment to the\nContract.\n\n     C.   Contractor may seek a Contract Variation for any change, after the\ndate hereof, of any Law (except those, and to the extent, affecting only Taxes\nor wages) which requires a change in the Work or the Upgrade Work or affects the\ncosts (other than wages) incurred or to be incurred by the Contractor or any\ncombination of the foregoing and Purchaser shall agree to any such change in\nWork or Upgrade Work as may be required and to an equitable adjustment to the\nContract Price or the applicable Upgrade Price. As of the date hereof, neither\nParty has Actual Knowledge of any proposed change in any Law that would require\na change in the Work or the Upgrade Work.\n\nARTICLE 6A  OPTIONAL UPGRADES\n-----------------------------\n\n     A.   This Article includes the terms and conditions governing an option for\nfuture upgrades to the System (each a \"System Upgrade\") that may be exercised by\nPurchaser during the Option Period.\n\n     B.   *\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              21\n\n     C.   *\n\n\n     D.   * \n\n\n     E.   *\n\n\n     F.   * \n\n\n     G.   * \n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              22\n\n   *\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              23\n\n     *\n\n     H.   *\n\n\n     I.   *\n\n\n     J.   *\n\n\n     K.   *\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              24\n\n*\n\nARTICLE 6B  *\n-------------\n\n     A.   *\n\n\n     B.   *\n\n\n     C.   *\n\n\n     D.   *\n\n\nARTICLE 7   RESPONSIBILITIES FOR PERMITS; COMPLIANCE WITH LAWS\n--------------------------------------------------------------\n\n     A.   The Purchaser shall reasonably cooperate with and assist the\nContractor to obtain all Permits (except those specified in paragraph C below),\nto the extent that Purchaser's cooperation and assistance are necessary for\nContractor to expeditiously and cost-efficiently obtain such Permits. The\nPurchaser agrees to respond promptly to any such request from Contractor.\nFurther, the Purchaser agrees that it will not impede or interfere with\nContractor's activities or Contractor's abilities to perform its obligations.\nUpon notice from Contractor with respect to a Permit or receipt by Purchaser of\na copy of a Permit, Purchaser shall fulfill all conditions of such Permit and\nperform all responsibilities thereunder, except to the extent that such\nconditions or responsibilities are those of the Contractor under the Work.\nContractor will inform Purchaser as to any such conditions or responsibilities\nthat are not\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              25\n\nordinary and routine and obtain Purchaser's consent thereto prior to arranging\nfor any such Permit.\n\n     B.   Subject to paragraph C below, the Contractor shall have the\nresponsibility for obtaining all Permits, at the Contractor's sole cost and\nexpense in the case of Contractor Permits.  In the case of Owner Permits,\nPurchaser shall reimburse Contractor for all \"external\" costs and expenses\nincurred by Contractor in connection with obtaining on behalf of Purchaser all\nOwner Permits, such as any application fees, fees of independent engineers or\nconsultants needed to provide environmental or other required reports and fees\nof independent counsel required to obtain such Permits.  Such \"external\" costs\nshall not include any overhead changes or costs and expenses of employees of\nContractor, including travel costs.  To the extent that Contractor's engineers,\nlawyers or other employees have the ability to perform work in obtaining Owner\nPermits, Contractor shall not charge for use of independent parties to perform\nsuch work.  The Initial Contract Price includes a fee for Contractor to\ngenerally manage obtaining Owner Permits, including to identify Permits, prepare\nand file for them, and follow-up on obtaining them, and such activities shall\nnot be billed to Purchaser.  The Contractor will cause all Owner Permits not\nissued in the name of Purchaser to be assignable to Purchaser, and to be\nassigned to Purchaser at the time title to the System is transferred to\nPurchaser pursuant to this Contract.  Contractor will cause all Contractor\nPermits to provide that any payments thereunder are the obligation of Contractor\nand not of Purchaser.\n\n     C.   The Purchaser shall be responsible for obtaining, at its expense,\nLanding Licenses and Cable Station and Beach Access Rights.  The Contractor will\ncooperate with the Purchaser in connection therewith.  If the Purchaser is\nhaving difficulty obtaining any Cable Station and Beach Access Rights,\nContractor agrees to accept a Contract Variation(s) to construct the necessary\nreplacements therefor.  In connection therewith, provided Purchaser notifies\nContractor on or prior to November 1, 1998 that directional drilling is\nnecessary at any cable station site, Contractor will be responsible for\ndirectional drilling conduit space seaward from the beach manhole at a cost\nwhich will be negotiated in good faith by the Parties, and, in any such case,\nthere will be no change in the Scheduled RFS Date.  If Purchaser notifies\nContractor of the need for any directional drilling after November 1, 1998, the\nContractor will perform such service at a cost which will be negotiated in good\nfaith by the Parties but the Contractor shall be entitled to an equitable\nadjustment in the Scheduled RFS Date.\n\n     D.   Any delay in obtaining or failure to obtain any Owner Permit shall\nconstitute a Force Majeure and be treated as described in Article 17 (Force\nMajeure), except to the extent such delay is a result of Contractor's negligence\nor willful misconduct.\n\n     E.   Except with respect to variations necessitated by complying with any\nchanges, enacted after the date hereof, in any Laws (the costs with respect to\nwhich shall be borne by the Purchaser), the Contractor shall be responsible for\nthe payment of any and all costs incurred as a result of the need to vary\ndesign, drawings, plans or procedures to comply with any of the circumstances\nset forth in this Article.  The Contractor shall, before making any variations\nfrom the designs, drawings, plans or procedures that may be necessitated by so\ncomplying with any Laws and that would represent a material change to the\noverall design of\n\n \n                                                                              26\n\nthe System, give to the Purchaser written notice, specifying the variations\nproposed to be made, and the reasons for making them.  As of the date hereof,\nneither Party has Actual Knowledge of any proposed changes in the Laws which\nwould necessitate any such variation.\n\n     F.   The Contractor shall (i) give all notices required by any Laws to be\ngiven to any authority and (ii) perform or permit the performance by authorized\npersons of any inspection required by the said Laws.\n\n     G.   As part of the Initial Contract Price, the Contractor shall obtain, at\nits own risk and expense, any export and import license and other official\nauthorization and carry out all customs formalities for the exportation and\nimportation of goods and, where necessary, for their transit through another\ncountry.\n\n     H.   Within 30 days after the date of execution of this Contract, the\nContractor will prepare and deliver to the Purchaser a detailed list of Permits\nthat to its knowledge are required to be obtained under current law in order to\ncomplete the Work and shall update such list from time to time if it becomes\naware of changes in Permit requirements. Such list, as updated from time to\ntime, shall set forth the projected dates of filing for such Permits and an\nestimate of when such Permits are expected to be obtained. Without limiting\nContractor's liabilities in respect of Sub-Articles 7(B) and (G), Contractor\nshall have no liability in respect of the accuracy of the information furnished\nunder this Sub-Article, except in the case of gross negligence or willful\nmisconduct.\n\nARTICLE 8   ROUTE SURVEY\n------------------------\n\n     A.   The Contractor shall conduct the Route Survey and the Optional Route\nSurvey, if requested by the Purchaser, and select the cable route for the Base\nSystem and the Optional System, if applicable, in accordance with the\ninformation in the Final Survey Report. Contractor shall be permitted to make\nchanges, at its discretion, to the route selection, if necessary for operational\nreasons without additional cost to Purchaser.\n\n     B.   Except as provided in paragraph C of this Article 8, any changes to\nthe route selection requested by Purchaser shall be treated as a Contract\nVariation in accordance with Article 6 (Contract Variations).\n\n     C.   Purchaser shall have the option to cause Contractor to conduct the\nOptional Route Survey.  If Purchaser shall elect such option on or prior to June\n8, 1998, the Initial Contract Price will be increased by the amount of $875,144\n(the \"Optional Route Survey Price\") and the Scheduled RFS Date shall remain\nunchanged.  If Purchaser shall elect such option after June 8, 1998, Contractor\nshall be entitled to an equitable adjustment in cost and the Scheduled RFS Date.\nIf Purchaser shall elect the Optional System on or prior to June 8, 1998, then\nContractor will conduct the Optional Route Survey without any increase to the\nInitial Contract Price or change to the Scheduled RFS Date.\n\n \n                                                                              27\n\n     D.  If there are any changes to any aspect of the Work due to the Final\nRoute Survey, Contractor shall bear any resulting increase in costs up to and\nincluding $2,500,000.  Purchaser and Contractor shall share equally any such\ncosts exceeding $2,500,000 but below $5,000,000.  Contractor shall bear any such\ncosts exceeding $5,000,000.\n\nARTICLE 9   ACCEPTANCE\n----------------------\n\n     A.   General\n\n          1.   The Acceptance Testing shall be performed by the Contractor. The\n               Purchaser and its designated representatives (including the\n               Independent Engineer) may observe, at their own expense, the\n               Contractor's tests and review the test results. Purchaser may\n               request and conduct any additional tests, at its own expense, but\n               any delay caused by such process shall be a Force Majeure event.\n\n          2.   Until the Date of Final Acceptance of the System or if a System\n               Upgrade is requested by Purchaser, the Date of Final Acceptance\n               of such System Upgrade, the Purchaser agrees to allow Contractor\n               access to all Segments of the System.\n\n          3.   The Purchaser shall issue a Certificate of Commercial Acceptance\n               in accordance with the provisions of Sub-Article 9(D)(1).\n\n          4.   Once a Segment of the System, the System, or a System Upgrade is\n               Ready for Provisional Acceptance, the Purchaser shall issue a\n               Certificate of Provisional Acceptance, provided, that it is\n               within the Purchaser's sole discretion as to whether to accept a\n               Segment instead of the System.\n\n          5.   Once the System or a System Upgrade is Ready for Final\n               Acceptance, the Purchaser shall issue a Certificate of Final\n               Acceptance.\n\n          6.   The Purchaser shall not unreasonably withhold or delay issuance\n               of a Certificate of Commercial Acceptance, a Certificate of\n               Provisional Acceptance or a Certificate of Final Acceptance.\n\n          7.   The Contractor agrees that the Date of Provisional Acceptance or\n               Commercial Acceptance of the System will occur by December 30,\n               1999 (as such date may be extended under Article 6 (Contract\n               Variations), Article 17 (Force Majeure) or otherwise under this\n               Contract or by agreement of the Parties, the \"Scheduled RFS\n               Date\").\n\n          8.   The Date of Commercial Acceptance, Provisional Acceptance and\n               Final Acceptance, as the case may be, shall be deemed to have\n               occurred with respect to a Segment, the System or a System\n               Upgrade if a Certificate\n\n \n                                                                              28\n\n               of Commercial Acceptance, a Certificate of Provisional Acceptance\n               or a Certificate of Final Acceptance is issued with respect\n               thereto.\n\n     B.   Notice of Acceptance or Rejection\n\n          1.   Within thirty (30) days of receipt by Purchaser and Independent\n               Engineer of the Commissioning Report or Upgrade Commissioning\n               Report, as the case may be, the Purchaser must issue notification\n               to the Contractor of the following:\n\n               (a)  issuance of a Certificate of Provisional Acceptance in\n                    accordance with Sub-Article 9(C); or\n\n               (b)  rejection of a Certificate of Provisional Acceptance, but\n                    instead issuance of a Certificate of Commercial Acceptance\n                    in accordance with Sub-Article 9(D) below; or\n\n               (c)  rejection of the Segment, the System or System Upgrade in\n                    its existing condition and issuance of neither a Certificate\n                    of Provisional Acceptance nor a Certificate of Commercial\n                    Acceptance, with in the case of the System or System Upgrade\n                    a written explanation of reasons for rejection (it being\n                    understood that acceptance of a Segment instead of the\n                    System is at the sole discretion of the Purchaser).\n\n               If the Purchaser (or the Independent Engineer on its behalf)\n               fails to respond with such notification within thirty (30) days,\n               then the Date of Provisional Acceptance of the Segment (subject\n               to Purchaser's consent), the System or System Upgrade shall be\n               deemed to be the date such Commissioning Report or Upgrade\n               Commissioning Report, as the case may be, was received by the\n               Purchaser.\n\n          2.   On receipt of a notice from the Purchaser pursuant to Sub-\n               Articles 9(B)(1)(b) or (c) above, the Contractor shall be\n               entitled to address any disputes and explain any discrepancies to\n               the Purchaser regarding the results of the Acceptance Testing.\n               Unless Purchaser, for good cause, rejects such explanation, it\n               shall issue a new notice pursuant to Sub-Article 9(B)(1) above,\n               which shall be deemed to have been issued on the date of the\n               original notice.\n\n          3.   In case of rejection, and if the explanation by the Contractor as\n               in Sub-Article 9(B)(2) above is not accepted, for good cause, by\n               the Purchaser, the Contractor shall carry out the necessary\n               corrective actions and will effect a new series of Acceptance\n               Testing (\"Retesting\"). After receipt by Purchaser and Independent\n               Engineer of the new Commissioning Report or Upgrade Commissioning\n               Report, as the case\n\n \n                                                                              29\n\n               may be, describing the results of Retesting, the Purchaser will\n               be granted a new period of thirty (30) days to analyze the new\n               Report according to the provisions of Sub-Article 9(B)(1) and any\n               new notice of the Purchaser shall apply from the date the\n               Purchaser receives such new Commissioning Report or Upgrade\n               Commissioning Report, as the case may be.\n\n     C.   Provisional Acceptance\n\n          1.   The Certificate of Provisional Acceptance may have annexed to it\n               a list of any outstanding deficiencies to be corrected by the\n               Contractor.\n\n          2.   The Contractor shall, as soon as reasonably practicable, correct\n               such deficiencies and complete the Work or Upgrade Work indicated\n               on all such listed items so as to comply in all material respects\n               with the requirements of this Contract, provided that the\n               Purchaser allows Contractor the necessary access to the\n               Segment(s) as the Contractor needs to correct such deficiencies\n               and complete the Work or Upgrade Work. The Contractor shall give\n               the Purchaser reasonable notice of its requirement for such\n               access.\n\n     D.   Commercial Acceptance\n\n          1.   A Certificate of Commercial Acceptance shall be issued by\n               Purchaser with respect to a Segment, the System or System Upgrade\n               if the results of the Acceptance Testing demonstrate that such\n               Segment, the System or such System Upgrade does not justify the\n               issuance of a Certificate of Provisional Acceptance, but\n               nevertheless, such Segment, the System or such System Upgrade is\n               Ready for Commercial Acceptance; provided, that acceptance of a\n                                                --------                      \n               Segment instead of the System shall be in the sole discretion of\n               the Purchaser.\n\n          2.   Each Certificate of Commercial Acceptance shall have annexed to\n               it a mutually agreed list of all outstanding items to be\n               completed by the Contractor.\n\n          3.   The Contractor shall, as soon as reasonably practicable, remedy\n               the outstanding items, provided that the Purchaser allows\n               Contractor the necessary access to the Segment(s) as the\n               Contractor needs to remedy such outstanding items. The Contractor\n               shall give the Purchaser reasonable notice of its requirement for\n               such access. Notwithstanding the above, provided that Contractor\n               has been allowed access to the Segment(s) as required in Sub-\n               Article 9(A)(2), the Contractor shall continue to carry the risk\n               of loss for any outstanding item until such item is no longer\n               outstanding.\n\n \n                                                                              30\n\n          4.   When the outstanding items referenced in Sub-Article 9(D)(3)\n               above have been remedied, and the Segment(s) or System Upgrade is\n               otherwise Ready for Provisional Acceptance, the Purchaser will\n               promptly issue a Certificate of Provisional Acceptance; provided,\n                                                                       -------- \n               that acceptance of a Segment instead of the System shall be in\n               the sole discretion of the Purchaser.\n\n          5.   The issuance of a Certificate of Commercial Acceptance with\n               respect to a Segment or System Upgrade shall in no way relieve\n               the Contractor from its obligation to provide a Segment or System\n               Upgrade conforming with the Performance Requirements at the time\n               of the issuance of a Certificate of Commercial Acceptance.\n\n     E.   Final Acceptance\n\n          1.   Within thirty (30) days of the date of receipt by Purchaser and\n               Independent Engineer of the Final Commissioning Report, the\n               Purchaser shall issue a Certificate of Final Acceptance or reject\n               such Report. If the Purchaser neither issues a Certificate of\n               Final Acceptance nor rejects such Report within such thirty (30)\n               day period, then the Date of Final Acceptance of the System shall\n               be deemed to be the date such Final Commissioning Report was\n               received by the Purchaser.\n\n     F.   Title and Risk of Loss\n\n          1.   If the Purchaser, in its sole discretion, chooses to accept a\n               Segment prior to accepting the System, then upon payment of all\n               amounts listed in the Billing Schedule with respect to a Segment\n               (other than the Retainage applicable to such Segment) and the\n               issuance of a Certificate of Commercial Acceptance or a\n               Certificate of Provisional Acceptance with respect to such\n               Segment by the Purchaser in accordance with this Contract, title\n               (free and clear of all liens other than those deriving through or\n               from the Purchaser) to such Segment shall vest in the Purchaser.\n\n          2.   Upon (i) payment of all amounts listed in the Billing Schedule\n               with respect to the System (other than the Retainage) and (ii)\n               the issuance of a Certificate of Commercial Acceptance or a\n               Certificate of Provisional Acceptance with  respect to the System\n               by the Purchaser in accordance with this Contract, title (free\n               and clear of all liens other than those deriving through or from\n               the Purchaser) to the System shall vest in the Purchaser.\n\n          3.   Upon payment of the Upgrade Price with respect to a System\n               Upgrade and the issuance of a Certificate of Commercial\n               Acceptance or a Certificate of Provisional Acceptance with\n               respect to such System\n\n \n                                                                              31\n\n               Upgrade by the  Purchaser in accordance with this Contract, title\n               to such System Upgrade shall vest in the Purchaser.\n\n          4.   As from the date of vesting of title in a Segment, the System or\n               a System Upgrade, the Purchaser shall, except as set forth in the\n               following sentence, assume the risk of loss in respect of all\n               parts of such Segment, the System or System Upgrade and\n               responsibility for its maintenance. As stated in Sub-Article\n               9(A)(2), the Contractor will be allowed access to such Segment,\n               and, so long as the Contractor has been allowed access to such\n               Segment as may be required, the Contractor shall continue to\n               carry the risk of loss with respect of each item outstanding\n               under Sub-Article 9(C)(1) and 9(D)(2) until such item is no\n               longer outstanding.\n\nARTICLE 10  WARRANTY\n--------------------\n\n     A.   The Contractor warrants that the System and each System Upgrade,\nincluding its spares, shall be free from defects in supplies, workmanship and\ndesign for a period of * years commencing from the Date of Provisional\nAcceptance of the System or such System Upgrade, as the case may be,\n(hereinafter Warranty Period\" and \"Upgrade Warranty Period\"), with Ship Costs\nbeing covered for the first * years of the Warranty Period (the \"Ship Period\")\nand the Purchaser being responsible for all Ship Costs thereafter.\n\n          1.   During the Warranty Period for the System or the Upgrade Warranty\n               Period for a System Upgrade, the Contractor shall make good, by\n               repair or replacement, at its sole option, any defects in the\n               System or such System Upgrade, as the case may be, including any\n               spares, which may become apparent or be discovered due to\n               imperfect workmanship, faulty design or faulty material supplied\n               by the Contractor, or any act, neglect or omission on the\n               Contractors part.\n\n               (a)  If at any time within the Warranty Period or the Upgrade\n                    Warranty Period for a System Upgrade any defect occurs which\n                    causes the System or such System Upgrade, as the case may\n                    be, to fail to meet its overall Performance Requirements,\n                    the Contractor shall repair or replace such part or parts.\n                    In making such repairs, Contractor may make changes to the\n                    System or such System Upgrade, as the case may be, or\n                    substitute equipment of later or comparable design, provided\n                    the changes, modifications, or substitutions under normal\n                    and proper use do not cause the System or such System\n                    Upgrade as the case may be to fail to meet the Performance\n                    Requirements.\n\n               (b)  The Contractor shall use reasonable efforts to minimize the\n                    period of time that any Segment or the System is out of\n                    service\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              32\n\n                    for testing and repair. The Purchaser agrees to cooperate\n                    with the Contractor to facilitate the Contractor's repair\n                    activity.\n\n               (c)  It is understood that if there is a problem on the System,\n                    the Purchaser may immediately dispatch the maintenance\n                    authority to effect repairs.  If and to the extent that such\n                    problem is determined to be caused by a defect in the System\n                    covered by this warranty, the Contractor shall reimburse the\n                    Purchaser for its actual Non-Ship Costs incurred and, with\n                    respect to any such repair relating to a defect identified\n                    in good faith by Purchaser in writing prior to the end of\n                    the Ship Period, actual Ship Costs incurred.\n\n                    (i)  The Contractor shall be given advance notice and be\n                         entitled to have a representative on board ship to\n                         observe at sea repairs and shall be given the earliest\n                         possible notice of any such repair.\n\n                    (ii) Subject to the foregoing and to Sub-Article 10(D), any\n                         repair by the Purchaser shall not in any way diminish\n                         the Contractor's obligation under the warranty.  Any\n                         equipment discovered to be defective or faulty and\n                         recovered during a warranty repair shall be returned to\n                         the Contractor at its request.\n\n               (d)  In the event that the Contractor fails to make the repair or\n                    to make reasonable efforts to minimize the period of time\n                    that the System is out of service for repair, the Purchaser\n                    may repair the System or the System Upgrade and the\n                    Contractor shall reimburse the Purchaser for Non-Ship Costs\n                    and, with respect to any such repair relating to a defect\n                    identified in good faith by Purchaser in writing prior to\n                    the end of the Ship Period, Ship Costs.\n\n                    (i)  The Contractor shall be given advance notice and be\n                         entitled to have a representative on board ship to\n                         observe at sea repairs and shall be given the earliest\n                         possible notice of any such repair.\n\n                    (ii) Subject to the foregoing, any repair by the Purchaser\n                         shall not in any way diminish the Contractor's\n                         obligation under the warranty. Any equipment discovered\n                         to be defective or faulty and recovered during a\n                         warranty repair shall be returned to the Contractor at\n                         its request.\n\n \n                                                                              33\n\n          2.   Contractor shall bear the Ship Costs of only those repairs of the\n               defects identified in good faith by Purchaser in writing prior to\n               the end of the Ship Period. However, the Contractor shall bear\n               the Non-Ship Costs of each repair, replacement or improvement\n               required during the Warranty Period.\n\n               As used herein, \"Ship Cost\" means the costs of operating a\n               vessel, including but not limited to running and standing charges\n               for the vessel (including but not limited to labor charges for\n               the vessel's crew, at sea insurance, port charges, fuel and lube\n               oils, consumables, cable loading, cable unloading, navigation and\n               maritime communications) as well as the costs associated with the\n               use and operation of a remotely operated vehicle and the tracked\n               self propelled burial tool and \"Non-Ship Costs\" means the costs\n               of making a repair, including the cost of components, equipment\n               or materials requiring replacement, the cost of any additional\n               equipment necessary to effect the repair, the cost of making the\n               repair, including the cost of reburying any previously buried\n               portion, the cost of labor and engineering assistance or\n               development required to make the repair and all necessary\n               associated costs, such as, but not limited to, shipping and\n               customs and services that may be required to make the repair, but\n               excluding any of the foregoing which are Ship Costs.\n\n          3.   The Contractor shall effect all warranty repairs of the System\n               and shall supply all necessary repair materials. However, the\n               Contractor may use, with the consent of the Purchaser, which\n               shall not be unreasonably withheld, the materials needed to\n               effect a repair from the Purchaser's available spare materials.\n               The Contractor shall promptly replace in kind such materials\n               supplied from the Purchaser's spare materials.  The replacement\n               of or reimbursement for such materials shall be made at a time\n               mutually agreed to by the Purchaser and the Contractor.\n\n          4.   The Contractor warrants that services furnished hereunder will be\n               performed in a workmanlike manner using materials free from\n               defects except when such materials are provided by the Purchaser\n               (it being understood that all materials arranged for directly by\n               Contractor, whether or not purchased in the name of Purchaser,\n               are not materials provided by the Purchaser). If such services\n               prove to be not so performed and Purchaser notifies the\n               Contractor within six (6) months from the completion of the\n               service, the Contractor will promptly correct the defect.\n\n          5.   Any part which replaces a defective part during the applicable\n               Warranty Period or Upgrade Warranty Period, shall be subject to\n               the remaining Warranty Period and Ship Period, if any, or Upgrade\n               Warranty Period, as the case may be, of the part which was\n               replaced. However, the Warranty Period shall never exceed *\n               from the Date of\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n\n\n \n                                                                              34\n\n               Provisional Acceptance of the System and the Upgrade Warranty\n               Period for any System Upgrade shall never exceed * years\n               from the Date of Provisional Acceptance of such System Upgrade.\n               Further, Ship Costs shall be included only with respect to\n               defects identified in good faith by Purchaser in writing during\n               the first * from the Date of Provisional Acceptance of the \n               System.\n\n     B.   *\n\n\n     C.   The warranties provided above in Sub-Articles 10(A) and (B) by the\nContractor shall not apply to defects or failures of performance, which result\nfrom damage caused by acts or omissions of the Purchaser or its agents,\nemployees or representatives or third parties (other than the Contractor), or\nwhich result from modifications, misuse, neglect, accident or abuse, repair,\nstorage or maintenance by other than the Contractor or its agents or, use in a\nmanner not in accordance with the System Description or other causes set forth\nin Article 12 (Purchaser's Obligations) or Article 17 (Force Majeure).\n\n     D.   THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER\nEXPRESS AND IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF\nMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHICH ARE SPECIFICALLY\nDISCLAIMED.\n\n     E.   The Contractor shall, in accordance with its normal operating\npractices, investigate any defective part or parts repaired or replaced pursuant\nto this Article 10 to determine the type of defect and the cause of failure of\nthe part or parts. The Contractor shall provide a written report to the\nPurchaser on the results of the investigation, if any.\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n\n\n \n                                                                              35\n\nARTICLE 11  CONTRACTOR SUPPORT\n------------------------------\n\n     A.   For a period of ten (10) years from the applicable Date of Provisional\nAcceptance or Date of Commercial Acceptance of the System whichever is earlier,\nthe Contractor will make available to the Purchaser replacement parts and repair\nservice for the System as may be reasonably necessary for its operation,\nmaintenance or repair. Where identical parts cannot be supplied, the Contractor\nshall provide fully compatible parts with characteristics equal or superior to\nthose originally provided by the Contractor. Such parts and services shall be\nprovided under commercially reasonable conditions of price and delivery.\n\n     B.   Notwithstanding Sub-Article 11(A), if for any reason the Contractor or\nContractor's suppliers intend to cease or ceases manufacturing or having\nmanufactured identical or fully compatible replacement parts, the Contractor\nshall use reasonable efforts to give one year's prior written notice to the\nPurchaser to allow the Purchaser to order from the Contractor any required\nreplacement parts and shall provide full details of the arrangements to provide\nequivalents.\n\nARTICLE 12  PURCHASER'S OBLIGATIONS\n-----------------------------------\n\n     A.   Purchaser agrees to pay all amounts payable by it when due under this\nContract and to perform all of its other obligations under this Contract.\n\n     B.   In the event the Purchaser establishes a branch office in any of the\nrelevant jurisdictions, the Purchaser shall be solely responsible to perform all\nactivities necessary to establish such branch office.\n\n     C.   If any loss, damage, delay or failure of performance of the System or\na System Upgrade results from the Purchaser's failure to perform its obligations\nunder this Contract and results in an increase in the costs of performance or\nthe time required for performance of any of the Contractor's duties or\nobligations under this Contract, the Contractor shall be entitled, as\nappropriate, to (i) an equitable adjustment in the Contract Price or applicable\nUpgrade Price, (ii) an equitable extension of time for completion of its Work or\nthe Upgrade Work, (iii) reimbursement for all such additional costs incurred,\nand (iv) to the extent necessary in light of Purchaser's failure and the\nadjustments made in accordance with clauses (i), (ii) and (iii) above, an\nequitable adjustment of the Work and\/or Upgrade Work.\n\n          1.   The Contractor shall inform the Purchaser promptly of any\n               occurrence covered under this Sub-Article 12(C), and shall use\n               reasonable efforts to minimize any such additional costs or\n               delay.\n\n          2.   The Contractor shall promptly provide to the Purchaser an\n               estimate of the anticipated additional costs and time required to\n               complete the Work or Upgrade Work and request relief from\n               contractual obligations or duties, as appropriate. Purchaser\n               shall, upon notification, make advance payment to Contractor for\n               the estimated amount of anticipated additional costs; provided\n                                                                     --------\n               that Purchaser may deposit such amount into\n\n \n                                                                              36\n\n               the Dispute Account and Sub-Article 5(C)(5) shall apply.\n               Contractor shall without limiting Purchaser's obligations in the\n               foregoing sentence, discuss such costs with Purchaser upon\n               Purchaser's request.\n\n          3.   As soon as reasonably practicable after the actual costs become\n               known to the Contractor, the Contractor shall provide a statement\n               of such actual costs to the Purchaser.\n\n          4.   If the estimated amount is greater than the amount of actual\n               costs, then the Contractor shall reimburse the Purchaser. If the\n               amount of actual costs incurred is greater than the estimated\n               amount, then the Purchaser shall reimburse the Contractor for any\n               shortfall in accordance with Article 5 (Terms of Payment of\n               Purchaser).\n\nARTICLE 13  TERMINATION FOR DEFAULT\n-----------------------------------\n\n     A.   Either Party may, by written Notice of Termination for Default,\nimmediately upon receipt or such later date as specified in the notice,\nterminate the whole or any part of this Contract in any one of the following\ncircumstances (each an \"Event of Default\"):\n\n          1.   In the case of the Purchaser, (a) if Contractor materially fails\n               to comply with the terms and conditions of this Contract and, if\n               such failure occurs prior to the Date of Commercial Acceptance or\n               the Date of Provisional Acceptance, it would not be reasonable to\n               believe that the Contractor will be able to provide the System\n               which is Ready for Provisional Acceptance, within 200 days after\n               the Scheduled RFS Date or (b) the Contractor fails to cause the\n               System to be Ready for Provisional Acceptance within 200 days\n               after the Schedule RFS Date;\n\n          2.   If the other Party defaults on any of its payment obligations and\n               does not cure such default within a period of thirty (30) days\n               (or such longer period as the non-breaching Party may authorize\n               in writing) after receipt of written notice demanding cure\n               (subject to dispute provisions);\n\n          3.   If the other Party shall commence a voluntary case or other\n               proceeding seeking liquidation, reorganization or other relief\n               with respect to itself or its debts under any bankruptcy,\n               insolvency or other similar law now or hereafter in effect or\n               seeking the appointment of a trustee, receiver, liquidator,\n               custodian or other similar official of it or any substantial part\n               of its property, or shall consent to any such relief or to the\n               appointment of or taking possession by any such official in an\n               involuntary case or other proceeding commenced against it, or\n               shall make a general assignment for the benefit of creditors, or\n               shall fail generally to pay its debts as they become due, or\n               shall take any corporate action to authorize any of the\n               foregoing;\n\n \n                                                                              37\n\n          4.   If an involuntary case or other proceeding shall be commenced\n               against the other Party seeking liquidation, reorganization or\n               other relief with respect to it or its debts under any\n               bankruptcy, insolvency or other similar law now or hereafter in\n               effect or seeking the appointment of a trustee, receiver,\n               liquidator, custodian or other similar official of it or any\n               substantial part of its property, and such involuntary case or\n               other proceeding shall remain undismissed and unstayed for a\n               period of 60 days; or an order for relief shall be entered\n               against the other Party.\n\n     B.   If this Contract is terminated by the Purchaser as provided in Sub-\nArticle 13(A), the Purchaser, in addition to any other rights provided in this\nArticle and upon payment to Contractor of all monies due and owing as set forth\nin Sub-Article 13(C) below, may require the Contractor to transfer title and\ndeliver to the Purchaser in the manner and to the extent directed by the\nPurchaser any completed equipment, material or supplies, and such partially\ncompleted cable and materials, parts, tools, dies, jigs, fixtures, plans,\ndrawings, information, and contract rights (hereinafter collectively\n\"Manufacturing Materials\") as the Contractor has had specifically produced or\nspecifically acquired for the performance of such part of this Contract as has\nbeen terminated and which, if this Contract had been completed, would have been\nrequired to be furnished to the Purchaser; and the Contractor shall, upon the\ndirection of the Purchaser, protect and preserve property in the Contractor's\npossession in which the Purchaser has an interest.\n\n     C.   If the Contract is terminated by Contractor as provided in Sub-Article\n13(A), the Purchaser shall pay the total of:\n\n          1.   the cost of settling and paying claims arising out of the\n               termination of Work under the contracts and orders, as provided\n               in Sub-Article 14(B)(3) below which are properly chargeable to\n               the terminated portion of this Contract; and\n\n          2.   the reasonable costs of settlement including accounting, legal,\n               clerical and other expenses necessary for the preparation of\n               settlement claims and supporting data with respect to the\n               terminated portion of this Contract and for termination and\n               settlement of contracts thereunder, together with reasonable\n               storage, transportation and other costs incurred in connection\n               with the protection, preservation and disposition of property\n               proper to this Contract.\n\n     D.   Force Majeure events pursuant to Article 17 (Force Majeure) shall not\nconstitute a default or provide a basis for termination under this Article.\n\n     E.   Regardless of any termination of this Contract as provided in Sub-\nArticle 13(A), neither Party shall be relieved from any liability for damages or\notherwise which may have been incurred by reason of any breach of this Contract.\n\n \n                                                                              38\n\n     F.   Without limitation to the foregoing, in the event that Purchaser\nterminates this Contract pursuant to Sub-Article 13(A), the Contractor shall be\nliable to Purchaser (without duplication) for the total of all costs and\nexpenses incurred by Purchaser in completing the Work or in correcting\ndeficiencies in the Work to the extent that the payments made to Contractor\npursuant to this Contract, together with such costs and expenses, exceed the\nContract Price.\n\nARTICLE 14  TERMINATION FOR CONVENIENCE\n---------------------------------------\n\n     A.   The performance of Work under this Contract may be terminated by the\nPurchaser in whole, or in part, at its discretion. The Purchaser shall deliver\nto the Contractor a written notice specifying the extent to which performance of\nWork under this Contract is terminated, and the date upon which such termination\nbecomes effective (a \"Notice of Termination\"). Upon termination, the Purchaser\nwill make payment to Contractor of all monies due and owing as set forth in Sub-\nArticle 14(D) below.\n\n     B.   After receipt of such Notice of Termination, and except as otherwise\ndirected by the Purchaser, the Contractor shall:\n\n          1.   Stop Work under this Contract on the date and to the extent\n               specified in the Notice of Termination;\n\n          2.   Place no further orders or contracts for materials, services or\n               facilities except as may be necessary for completion of such\n               portion of Work under this Contract as is not terminated;\n\n          3.   Use reasonable efforts to terminate all orders and contracts to\n               the extent that they relate to the performance of Work terminated\n               by the Notice of Termination;\n\n          4.   Assign to the Purchaser, in the manner, at the time, and to the\n               extent directed by the Purchaser, all of the Contractor's rights,\n               title and interest under the orders and contracts so terminated;\n\n          5.   Use reasonable efforts to settle all outstanding liabilities and\n               all claims arising out of such termination of orders and\n               contracts, with the Purchaser's approval or ratification to the\n               extent required;\n\n          6.   Transfer title and deliver to the Purchaser in the manner, at the\n               time and to the extent (if any) directed for the fabricated or\n               unfabricated parts, work in process, completed work, supplies and\n               other material produced as a part of, or acquired in connection\n               with, the performance of the Work terminated by the Notice of\n               Termination;\n\n          7.   Use reasonable efforts to sell, in the manner, at the time, to\n               the extent and at the price or prices directed or authorized by\n               the Purchaser, any\n\n \n                                                                              39\n\n               property of the types referred to in Sub-Article 14(B)(6) above\n               provided, however, that the Contractor:\n               --------  -------                      \n\n               (a)  shall not be required to extend credit to any buyer; and\n\n               (b)  may acquire any such property under the conditions\n                    prescribed by and at a price approved by the Purchaser;\n\n               and provided further that the net proceeds of any such transfer\n                   -------- -------                                           \n               or disposition shall be applied in reduction of any payments to\n               be made by the Purchaser to the Contractor under this Contract\n               or, if no such payments are due, paid in such other manner as the\n               Purchaser may direct;\n\n          8.   Complete performance of such part of the Work which was not\n               terminated by the Notice of Termination; and\n\n          9.   Take such action as may be necessary, or as the Purchaser may\n               reasonably direct, for the protection and preservation of the\n               property related to this Contract which is in the Contractor's\n               possession and in which the Purchaser has acquired or may acquire\n               an interest.\n\n     C.   After such Notice of Termination, the Contractor shall submit to the\nPurchaser a written termination claim. Such claim shall be submitted promptly,\nbut, unless otherwise extended, in no event later than six months from the\neffective date of termination.\n\n     D.   In the settlement of any such partial or total termination claim, the\nPurchaser shall pay to the Contractor the total of:\n\n          1.   all amounts invoiced in accordance with the Contract plus, for\n               Work or Supplies which have been done or provided but which have\n               not been invoiced, an amount calculated by reference to the\n               prices set forth in the Provisioning Schedule and to the amount\n               of such Work or Supplies done or provided;\n\n          2.   the cost of settling and paying claims arising out of the\n               termination of Work under the contracts in orders, as provided in\n               Sub-Article 14(D)(4) below which are properly chargeable to the\n               terminated portion of this Contract; and\n\n          3.   the reasonable costs of settlement including accounting, legal,\n               clerical and other expenses necessary for the preparation of\n               settlement claims and supporting data with respect to the\n               terminated portion of this Contract and for termination and\n               settlement of contracts thereunder, together with reasonable\n               storage, transportation and other costs incurred\n\n \n                                                                              40\n\n               in connection with the protection and disposition of property\n               proper to this Contract.\n\n     E.   In arriving at the amount due to the Contractor under this Article 14,\nall unliquidated payments made to the Contractor, any liability which the\nContractor may have to the Purchaser, and the agreed price for, or the proceeds\nof sale of any materials, supplies or other things acquired by the Contractor or\nsold, pursuant to the provisions of this Article 14, and not otherwise recovered\nby or credited to the Purchaser shall be deducted.\n\n     F.   The Purchaser may, from time to time, under such terms and conditions\nas they prescribe approve partial payments and payments on account against costs\nincurred by the Contractor in connection with the terminated portion of this\nContract. If such payments total in excess of the amount finally agreed or\ndetermined to be due under this Article 14, such excess shall be refunded, upon\ndemand, by the Contractor to the Purchaser.\n\n     G.   For a period of one year after final settlement under this Contract,\nthe Contractor shall preserve and make available to the Purchaser at reasonable\ntimes at the Contractor's office, but without direct charge to the Purchaser,\nall supporting books, records and documents required to be kept relating to the\nterminated Work.\n\nARTICLE 15  SUSPENSION\n----------------------\n\n     A.   The Purchaser may, at its convenience, order the Contractor to suspend\nall or part of the Work for such period of time as the Purchaser determines to\nbe appropriate. If, as a result of such Suspension, the Contractor incurs\nadditional costs or losses in the discharge of its responsibilities under this\nContract, and where such suspension, losses or costs are not caused by the\nContractor's act or omission and could not have been reasonably prevented by the\nContractor, the Contractor shall be allowed an equitable adjustment to the\nContract Price or the Provisioning Schedule in Appendix 1 and an equitable\nextension in the time required for performance.\n\n     B.   Upon the occurrence of:\n\n          (i) an Event of Default by the Purchaser;\n\n          (ii) any transfer prior to the Date of Final Acceptance of any portion\n     of the System except in accordance with Article 37; or\n\n          (iii)    any supplement executed by a Transferee shall not be in full\n     force and effect;\n\nthe Contractor, in addition to any other rights provided in Article 13, may\nsuspend performance of its obligations and all Work and (in the case of clause\n(i)) Upgrade Work.\n\n     C.   Every forty-five (45) days, during the period of Suspension, the\nParties shall meet formally and review the circumstances surrounding the\nSuspension including without limitation, the anticipated date of re-commencing\nWork.\n\n \n                                                                              41\n\n     D.   Thereafter, if the Suspension continues for a total of one hundred and\neighty (180) days, the Contractor may terminate the Contract by notice to the\nPurchaser and the Contract shall be deemed to have been terminated by Purchaser,\neffective on the date of Contractor's notice, in accordance with Sub-Article\n13(A) and the remaining provisions of Article 13 shall apply.\n\nARTICLE 16  TITLE AND RISK OF LOSS\n----------------------------------\n\n     A.   Except as provided in Article 18 (Intellectual Property), Article 20\n(Safeguarding of Information and Technology) and Article 21 (Export Control),\ntitle to all Supplies provided by the Contractor hereunder for incorporation in\nor attachment to a Segment shall pass to and vest in the Purchaser in accordance\nwith Article 9 (Acceptance). Risk of loss or damage to all Supplies provided by\nthe Contractor for incorporation in or attachment to such Segment shall pass to\nand vest in the Purchaser in accordance with Article 9. Upon termination of this\nContract pursuant to Article 13 (Termination for Default) or 14 (Termination for\nConvenience), the Purchaser may require, upon full payment of all amounts due\nthereunder (provided that, without limiting Purchaser's obligation to make any\n            --------                                                          \nsuch payment, if this Contract is terminated by Purchaser because of a\nBankruptcy Event full payment shall not be required prior to the transfer of\ntitle), that title to the equipment, materials and supplies, which has not\npreviously passed to the Purchaser, pass to the Purchaser, free and clear of all\nliens, claims, charges and other encumbrances other than those deriving through\nPurchaser.\n\n     B.   Upon the passage of title in accordance with the terms of Article 13\n(except a transfer described in the proviso of the last sentence of Sub-Article\n16(A)), the Contractor warrants that all parts, materials, and equipment to\nwhich title has passed will be free and clear of all liens, claims, charges and\nother encumbrances other than those deriving through the Purchaser.\n\nARTICLE 17  FORCE MAJEURE\n-------------------------\n\n     A.   The Contractor shall not be responsible for any loss, damage, delay or\nfailure of performance resulting directly or indirectly from any cause which is\nbeyond its reasonable control (\"Force Majeure\"), including but not limited to:\ndelay in obtaining or failure to obtain any Permits (subject to the provisions\nof Sub-Article 7(D)); acts of God or of the public enemy; acts or failure to act\nof any governmental authority; war or warlike operations, civil war or\ncommotion, mobilizations or military call-up, and acts of similar nature;\nrevolution, rebellions, sabotage, and insurrections or riots; fires, floods,\nepidemics, quarantine restrictions; strikes, and other labor actions; freight\nembargoes; unworkable weather; trawler or anchor damage; damage caused by other\nmarine activity such as fishing, marine research and marine development; acts or\nomissions of transporters; or the acts or failure to act of any of the\nPurchaser, of its representatives or agents, provided that (i) a loss by\n                                             --------                   \nContractor of employees (other than by reasons of Force Majeure), (ii) strikes\nand other labor actions involving the Contractor's own work force, (iii) the\nfirst 5 days of unworkable weather (unless any such day occurs during the 30\ndays immediately preceding the then Scheduled RFS Date), (iv) the failure (other\nthan by reason of force majeure) of any subcontractor, supplier or transporter\nto\n\n \n                                                                              42\n\nperform its obligations to Contractor (including on account of insolvency)\nunless such supplies or transportation or other services are generally\nunavailable in the marketplace, (v) the unavailability of any raw materials or\ncomponents, unless such raw materials or components are generally unavailable in\nthe marketplace or are unavailable by reason of force majeure or (vi) any\nincrease in Contractor's costs, shall not in and of itself constitute Force\nMajeure.\n\n     B.   If any such Force Majeure causes an increase in the time or costs\nrequired for performance of any of its duties or obligations, the Contractor\nshall be entitled to an equitable extension of time for completion of the Work\nor the Upgrade Work, as the case may be, but not any adjustment in the Contract\nPrice nor any reimbursement for any such additional costs incurred unless such\nadditional costs are a direct consequence of Purchaser's acts.\n\n     C.   Increase in cost due to Purchaser will be as provided for in Article\n12, Purchaser's Obligations.\n\n     D.   The Contractor shall inform the Purchaser promptly with written\nnotification, and in all cases within fourteen (14) days of discovery and\nknowledge, of any occurrence covered under this Article and shall use its\nreasonable efforts to minimize such additional delays. The Contractor shall\npromptly provide an estimate of the anticipated time required to complete the\nWork or the Upgrade Work.  Contractor shall be entitled to an equitable\nextension of time resulting from the Force Majeure condition.\n\n     E.   Within thirty (30) days of receipt of such a notice from Contractor,\nthe Purchaser and the Independent Engineer may provide a written response. The\nabsence of a response shall be deemed as acceptance of Contractor's notice and\nrequest for additional time.\n\n     F.   If a Force Majeure continues for a total of two hundred (200) days,\neither Party may terminate the Contract by notice to the other and the Contract\nshall be deemed to have been terminated by Purchaser, effective on the date of\nthe terminating Party's notice, in accordance with Sub-Article 14(A) and the\nremaining provisions of Article 14 shall apply to such termination.\n\n     G.   Every 45 days during the period of Force Majeure, the Parties shall\nmeet and review the circumstances surrounding the Force Majeure, including,\nwithout limitation, the anticipated date of recommencing work.\n\n\nARTICLE 18     INTELLECTUAL PROPERTY\n------------------------------------\n\n     A.   Ownership\n\n          All right, title, and interest in and to all Intellectual Property\ncreated or developed specifically for this Contract by Contractor in the course\nof its performance under this Contract (the \"Project Intellectual Property\") is\nand shall remain the sole property of Purchaser. All right, title and interest\nin and to all Intellectual Property created or developed\n\n \n                                                                              43\n\nby Contractor before commencing its performance under this Contract, or created\nor developed by Contractor exclusively in connection with activities other than\nits performance under this Contract or in the course of the Work but is not\nProject Intellectual Property (collectively, the \"Contractor Intellectual\nProperty\"), is and shall remain the sole property of Contractor.  Unless\notherwise expressed in this Contract, no license is implied or granted herein to\nPurchaser to any Contractor Intellectual Property by virtue of this Contract,\nnor by the transmittal or disclosure of any such Contractor Intellectual\nProperty to Purchaser.  Any Contractor Intellectual Property disclosed,\nfurnished, or conveyed to Purchaser that is marked as \"Proprietary\" or\n\"Confidential\" (or if transmitted orally is identified as being proprietary or\nconfidential in a subsequent writing) shall be treated in accordance with the\nprovisions of Article 20 (Safeguarding of Information and Technology).  As used\nherein, \"Intellectual Property\" means any information, computer or other\napparatus programs, software, specifications, drawings, designs, sketches,\ntools, market research or operating data, prototypes, records, documentation,\nworks of authorship or other creative works, ideas, concepts, methods,\ninventions, discoveries, improvements, or other business, financial and\/or\ntechnical information (whether or not protectable or registrable under any\napplicable intellectual property law).\n\n     B.   Licenses\n\n          Contractor shall furnish to Purchaser, upon the transfer of title to\nany portion of the System or a System Upgrade pursuant to Article 9, copies of\nall technical information, specifications, drawings, designs, sketches, tools,\noperating data, records, documentation and\/or other types of engineering or\ntechnical data or information relating to the operation, maintenance or repair\nof each item of such portion of the System or System Upgrade as delivered by\nContractor (the \"Deliverable Technical Material\"). Contractor grants to\nPurchaser a perpetual, royalty-free, non-transferable (except under the\ncircumstances specified in Sub-Article 18(G) below) license to use and reproduce\nall Contractor Intellectual Property included in or necessary to use the\nDeliverable Technical Materials, for the purposes of fulfilling Purchaser's\nobligations under this Contract and using, operating or maintaining the System\n(as upgraded by any System Upgrades) supplied by Contractor, with the right to\nemploy third parties (under appropriate written obligations respecting\nconfidentiality) to assist Purchaser in fulfilling its obligations under this\nContract and in using, operating or maintaining the System (as upgraded by any\nSystem Upgrades). Contractor grants to Purchaser a perpetual, royalty-free,\nnontransferable (except under the circumstances specified in Sub-Article 18(G)\nbelow) license to use and reproduce those portions of Deliverable Technical\nMaterials owned or controlled by third parties (but only to the extent of any\nrights which may have been granted to Contractor by such third parties), for the\npurpose of fulfilling Purchaser's obligations under this Contract and using,\noperating or maintaining the System supplied by Contractor, with the right to\nemploy third parties (under appropriate written obligations respecting\nconfidentiality) to assist Purchaser in fulfilling its obligations under this\nContract and in using, operating or maintaining the System (as upgraded by any\nSystem Upgrades), but with no right to sublicense. It is expressly understood\nthat it shall not be a violation of this license for Purchaser, on its own\nbehalf or through third parties (under appropriate written obligations\nrespecting confidentiality) specifically employed for the purpose, to use and\nreproduce the Deliverable Technical Material to modify the System (as\n\n \n                                                                              44\n\nupgraded by any System Upgrades) or connect the System (as upgraded by any\nSystem Upgrades) to other systems, subject to the rights of third parties\ntherein and thereto, and subject to the limitations on Contractor's obligations\nas set forth in Articles 10(C) and 19(A) concerning any such modification or\ninterconnection.\n\n     C.   Deliverable Software\n\n          Contractor shall furnish to the Purchaser, upon transfer of title to\nany portion of the System or System Upgrade pursuant to Article 9, copies of all\ncomputer or other apparatus programs and software and related documentation\nrelating to the operation, maintenance or repair of the computer systems of such\nportion of the System or System Upgrade, as the case may be, as delivered by\nContractor (the \"Deliverable Software\"). All Deliverable Software that is\nProject Intellectual Property shall be delivered in both source code and object\ncode (i.e., executable) form. All Deliverable Software that is Contractor\nIntellectual Property shall be delivered in executable form. Contractor shall\nalso furnish to Purchaser, from time to time during the Warranty Period or any\nUpgrade Warranty Period, copies of all computer or other apparatus programs and\nsoftware and related documentation that Contractor may develop to correct errors\nor to maintain Deliverable Software previously furnished to Purchaser, which\nshall also be treated as Deliverable Software in accordance with the terms of\nthis provision and subject to this Contract upon delivery thereof to Purchaser.\nContractor grants to Purchaser a perpetual, royalty-free, non-transferable\n(except under the circumstances specified in Sub-Article 18(G) below) license to\nuse and reproduce the Deliverable Software that is Contractor Intellectual\nProperty, for the purposes of fulfilling Purchaser's obligations under this\nContract and using, operating or maintaining the System (as upgraded by any\nSystem Upgrades) supplied by Contractor, with the right to employ third parties\n(under appropriate written obligations respecting confidentiality) to assist\nPurchaser in fulfilling its obligations under this Contract and in using,\noperating or maintaining the System (as upgraded by any System Upgrades).\nContractor grants to Purchaser a perpetual, royalty-free, nontransferable\n(except under the circumstances specified in Sub-Article 18(G) below) license to\nuse and reproduce those portions of Deliverable Software owned or controlled by\nthird parties (but only to the extent of any rights which may have been granted\nto Contractor by such third parties), for the purposes of fulfilling Purchaser's\nobligations under this Contract and using, operating or maintaining the System\n(as upgraded by any System Upgrades) supplied by Contractor, with the right to\nemploy third parties (under appropriate written obligations respecting\nconfidentiality) to assist Purchaser in fulfilling its obligations under this\nContract and in using, operating or maintaining the System (as upgraded by any\nSystem Upgrades), but with no right to sub-license. The license granted to\nPurchaser by Contractor in Deliverable Software that is Contractor Intellectual\nProperty or that is owned or controlled by third parties shall be limited to use\nwith the particular type of computer equipment or substantially similar\nreplacement equipment for which such Deliverable Software was provided in the\nSystem (as upgraded by any System Upgrades) as supplied by Contractor.\n\n          1.   Confidentiality\n\n               Purchaser shall keep Deliverable Software that is Contractor\n               Intellectual Property or that is owned or controlled by third\n               parties confidential in\n\n \n                                                                              45\n\n               accordance with Article 20 (Safeguarding of Information and\n               Technology) and Article 21 (Export Control), to the extent that\n               such Deliverable Software is designated as Confidential\n               Information by its owner, and agrees to use its best efforts to\n               see that its employees, consultants, and agents, and other users\n               of such software, comply with the provisions of this Contract.\n               Purchaser also agrees to refrain from taking any steps, such as\n               reverse assembly or decompilation, to derive a source code\n               equivalent of any Deliverable Software that is not Project\n               Intellectual Property, provided that Contractor does not go\n               insolvent or bankrupt to thereby trigger *. In the case of\n               insolvency or bankruptcy of Contractor, Purchaser shall limit any\n               derivation of a source code equivalent to that portion of the\n               Deliverable Software that is Contractor Intellectual Property.\n               Purchaser shall not under any circumstances take any steps to\n               derive a source code equivalent from that portion of the\n               Deliverable Software comprising commercial, off-the-shelf\n               software developed or provided by third parties.\n\n          2.   Backup Copies\n\n               Purchaser may make and retain two archive copies in executable\n               form of Deliverable Software that is not Project Intellectual\n               Property.  Any copy thereof will contain the same copyright\n               notice and proprietary markings as are on the original software\n               and shall be subject to the same restrictions as the originals.\n\n          3.   Termination of Software Licenses\n\n               In the event of (i) use by Purchaser of Deliverable Software that\n               is not Project Intellectual Property in a manner other than as\n               permitted in Sub-Article 18(C) or (ii) any other material breach\n               of this Article 18 by Purchaser that, in either event, is not\n               cured within sixty (60) days from receipt by Purchaser of written\n               notice of such impermissible use or breach, Contractor, at its\n               option, may terminate the rights granted to Purchaser pursuant to\n               this Article, which termination shall take effect no sooner than\n               sixty (60) days following receipt by Purchaser of a subsequent\n               written notice of termination.  Upon termination, Purchaser shall\n               either return or destroy, at Contractor's option, all copies of\n               Deliverable Software that is not Project Intellectual Property\n               furnished to Purchaser under this Contract.\n\n          4.   Indemnification\n\n               In the event of (i) use by Purchaser of Deliverable Software that\n               is not Project Intellectual Property furnished hereunder other\n               than as permitted in Sub-Article 18(C) or (ii) any other material\n               breach of this Article 18 by Purchaser, the Purchaser shall\n               indemnify and hold Contractor harmless from any and all third\n               party claims resulting therefrom, whether arising from a defect\n               in the software or otherwise.\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              46\n\n     D.   Trademarks, Tradenames, etc.\n\n          No rights are granted herein to either Party to use any identification\n(such as, but not limited to tradenames, trademarks, service marks or symbols,\nand abbreviations, contractions, or simulations thereof) owned or used by the\nother Party or its affiliates to identify itself, its affiliates or any of its\nproducts or services.  Each Party agrees that it will not, without the prior\nwritten permission of the other Party, use such identification in advertising,\npublicity, packaging, labeling, or in any other manner to identify itself or any\nof its products, services, or organizations, or represent directly or indirectly\nthat any product, service, or organization of it is a product, service, or\norganization of the other Party or its affiliates, or that any product or\nservice of a Party is made in accordance with or utilizes any Intellectual\nProperty belonging to the other Party or its affiliates.\n\n     E.   DISCLAIMER, LIMITATION OF LIABILITY\n\n          CONTRACTOR REPRESENTS THAT ANY INFORMATION OR INTELLECTUAL PROPERTY\nFURNISHED IN CONNECTION WITH THIS CONTRACT SHALL BE TRUE AND ACCURATE TO THE\nBEST OF ITS KNOWLEDGE AND BELIEF, BUT CONTRACTOR SHALL NOT BE HELD TO ANY\nLIABILITY FOR UNINTENTIONAL ERRORS OR OMISSIONS THEREIN.\n\n     F.   Representations and Warranties\n\n          Contractor represents and warrants, to the best of its knowledge at\nthe time of delivery, (i) that the Deliverable Technical Materials and\nDeliverable Software to be furnished by Contractor under this Contract will not\ninfringe any rights in Intellectual Property belonging to any third party, (ii)\nthat Contractor has all necessary rights to furnish such Deliverable Technical\nMaterials and Deliverable Software to Purchaser for use by Purchaser in\naccordance with the terms of this Contract, and (iii) that Purchaser's use of\nsuch Deliverable Technical Materials and Deliverable Software for the purposes\ncontemplated in this Contract will not, by itself, cause Purchaser to incur any\nliability to any third party with respect to Purchaser's use thereof in\naccordance with the provisions of this Contract.\n\n     G.   Transferability\n\n          The licenses granted to Purchaser by Contractor in the Deliverable\nTechnical Materials and Deliverable Software are personal and non-transferable,\nexcept that Purchaser may assign or transfer such licenses to an affiliated\nentity under common control with the Purchaser or to any entity succeeding to\nPurchaser's entire interest in the System (as upgraded by any System Upgrades)\nas a result of reorganization or restructuring of the Purchaser or in the event\nof a change of control of the Purchaser.\n\n     H.   *\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              47\n\n*\n\n\nARTICLE 19     INFRINGEMENT\n---------------------------\n\n     A.   The Contractor agrees to defend or settle at its own expense all suits\nfor infringement of any patent, copyright, trademark or other form of\nintellectual property right in any country of the world, for the use and\noperation of the System (as upgraded by any System Upgrades) as supplied by\nContractor and for any component part thereof or material or equipment used\ntherein (or the manufacture of any material or the normal use thereof) provided\nby the Contractor or on its behalf pursuant to this Contract and will hold the\nPurchaser harmless from all expense of defending any such suit and all payments\nfor final judgment assessed on account of such infringement, except such\ninfringement or claim arising from:\n\n          1.   The Contractor's adherence to the Purchaser's directions in the\n               design and configuration of the System (as upgraded by any System\n               Upgrades) or to use materials, parts or equipment of the\n               Purchaser's selection; or\n\n          2.   Such material, parts or equipment furnished to the Contractor by\n               the Purchaser, other than in each case, items of the Contractor's\n               design or selection or the same as any of the Contractor's\n               commercial merchandise or in processes or machines of the\n               Contractor's design or selection used in the manufacture of such\n               standard products or parts; or\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              48\n\n          3.   Use of the System (as upgraded by any System Upgrades) or the\n               materials, parts or equipment furnished by Contractor other than\n               for the purposes indicated in, or reasonably to be inferred from,\n               this Contract or in conjunction with other products; or\n\n          4.   Modification of the System (as upgraded by any System Upgrades)\n               or the materials, parts or equipment furnished by the Contractor,\n               or connection of the System to another system by any person or\n               entity other than Contractor, without prior expressed written\n               approval by Contractor.\n\n     B.   The Purchaser will, at its own expense, defend all suits against the\nContractor for such excepted infringement and hold the Contractor harmless from\nall expense of defending any such suit and from all payments by final judgment\nassessed against the Contractor on account of such excepted infringement.\n\n     C.   The Contractor and the Purchaser agree to give each other prompt\nwritten notice of claims and suits for infringement, full opportunity and\nauthority to assume the sole defense, including appeals and, upon request and at\nits own expense, the other agrees to furnish all information and assistance\navailable to it for such defense.\n\n     D.   If all or any portion of the System (as upgraded by any System\nUpgrades) or any material, part or equipment provided by the Contractor or on\nits behalf is held to constitute an infringement (excluding such excepted\ninfringements specified in Sub-Article 19(A)) and is subject to an injunction\nrestraining its use or any order providing for its delivery up to or\ndestruction, or if in respect of any such claim of infringement the Contractor\ndeems it advisable to do so, the Contractor shall at its own expense either:\n\n          1.   Procure for the Purchaser the right to retain and continue to use\n               the System, the affected portion thereof, or any such material,\n               part or equipment without interruption for the Purchaser;\n\n          2.   Replace or modify the System, the affected portion thereof, or\n               any material, part or equipment so that it becomes noninfringing\n               while continuing to meet the Performance Requirements or\n\n          3.   If the remedies specified in Sub-Articles 19(D)(1) an 19(D)(2)\n               are not feasible, refund to the Purchaser the full purchase price\n               paid for the System, the affected portion thereof, or any\n               material, part or equipment found to be infringing.\n\n     E.   In no event shall the Purchaser make any admission or settle any claim\nin relation with any claim for infringement without Contractor's consent.\n\nARTICLE 20     SAFEGUARDING OF INFORMATION AND TECHNOLOGY\n---------------------------------------------------------\n\n \n                                                                              49\n\n     A.   In performance of this Contract, it may be mutually advantageous to\nthe Parties hereto to share certain specifications, designs, plans, drawings,\nsoftware, market research or operating data, prototypes, or other business,\nfinancial, and or\/technical information related to products, services, or\nsystems which are proprietary to the disclosing Party or its affiliates (and in\nthe case of Contractor, Contractor's parent company) (together with this\nContract and related documents, \"Information\"). The Parties recognize and agree\nthat Information includes information that was supplied in contemplation hereof\nprior to execution of this Contract, and further agree that Information includes\ninformation in both tangible and intangible form.\n\n     B.   Unless such Information was previously known to the Party receiving\nsuch Information free of any obligation to keep it confidential, or such\nInformation has been or is subsequently made public through other than\nunauthorized disclosure by the receiving Party or is independently developed by\nthe receiving Party (as documented by the records of the receiving Party), it\nshall be kept confidential by the Party receiving such Information, shall be\nused only in the performance of this Contract, and may not be used for any other\npurposes except upon such terms as may be agreed upon in writing by the Party\nowning such Information. The receiving Party may disclose such Information to\nother persons, upon the furnishing Party's prior written authorization, but\nsolely to perform acts which this Article expressly authorizes the receiving\nParty to perform itself and further provided such other person agrees in writing\n(a copy of which writing will be provided to the furnishing Party at its\nrequest) to the same conditions respecting disclosure and use of Information\ncontained in this Article and to any other reasonable conditions requested by\nthe furnishing Party. Nothing herein shall prevent a Party from disclosing\nInformation (a) upon the order of any court or administrative agency, (b) upon\nthe request or demand of, or pursuant to any regulation of, any regulatory\nagency or authority, (c) to the extent reasonably required in connection with\nthe exercise of any remedy hereunder and (d) to a Party's legal counsel or\nindependent auditors.\n\n     C.   The Purchaser may disclose Information to its lenders and their\nrepresentatives in connection with obtaining financing for the System, provided\nthat each such lender or their representative enters into a confidentiality\nagreement containing terms and conditions similar to those in this Contract. Any\nsuch disclosure of Information shall be subject to the restrictions in Sub-\nArticle 20(B).\n\nARTICLE 21     EXPORT CONTROL\n-----------------------------\n\n          The Parties acknowledge that any products, software, and technical\ninformation (including, but not limited to, services and training) provided by\neither Party under this Contract are or may be subject to export laws and\nregulations of the United States and the destination country(ies) and any use or\ntransfer of such products, software and technical information must be authorized\nunder those Laws. The Parties agree that they will not use, distribute, transfer\nor transmit the products, software or technical information (even if\nincorporated into other products) except in compliance with export Laws. If\nrequested by either Party, the other Party agrees to sign all necessary export-\nrelated documents as may be required to comply with export Laws.\n\n \n                                                                              50\n\nARTICLE 22     LIQUIDATED DAMAGES\n---------------------------------\n\n     A.   If the System is not Ready for Commercial Acceptance or Provisional\nAcceptance by the Scheduled RFS Date, as it may have been extended under:\n\n          1.   Article 6 (Contract Variations);\n\n          2.   Article 17 (Force Majeure); or\n\n          3.   Article 15 (Suspension); or\n\n          4.   Other arrangements as agreed between the Purchaser and the\n               Contractor;\n\nthen Contractor shall pay to Purchaser for each day of delay, for up to 200\ndays, by way of pre-estimated and liquidated damages for the delay and not as a\npenalty, an amount equal to * of the Initial Contract Price for the System.\n\n     B.   If a System Upgrade is not Ready for Commercial Acceptance or\nProvisional Acceptance by the Scheduled Upgrade Date, as it may have been\nextended under:\n\n          1.   Article 6 (Contract Variations);\n\n          2.   Article 17 (Force Majeure); or\n\n          3.   Article 15 (Suspension); or\n\n          4.   Other arrangements as agreed between the Purchaser and the\n               Contractor;\n\nthen Contractor shall pay to Purchaser for each day of delay, for up to 90 days,\nby way of pre-estimated and liquidated damages for the delay and not as a\npenalty, an amount equal to * of the Initial Upgrade Contract Price.\n\nARTICLE 23     LIMITATION OF LIABILITY\/INDEMNIFICATION\n------------------------------------------------------\n\n     A.   NOTWITHSTANDING ANY OTHER PROVISION IN THIS CONTRACT, AND IRRESPECTIVE\nOF ANY FAULT, NEGLIGENCE OR GROSS NEGLIGENCE OF ANY KIND, IN NO EVENT SHALL\nEITHER PARTY OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE\nFOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, RELIANCE OR SPECIAL (INCLUDING\nPUNITIVE) DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF\nBUSINESS OPPORTUNITY OR THE COSTS ASSOCIATED WITH THE USE OF RESTORATION\nFACILITIES RESULTING FROM ITS FAILURE TO PERFORM PURSUANT TO THE TERMS AND\nCONDITIONS OF THIS CONTRACT.\n\n     B.   EXCEPT AS SET FORTH BELOW IN THE LAST TWO SENTENCES OF THIS SUB-\nARTICLE 23(B), THE CONTRACTOR'S MAXIMUM AGGREGATE LIABILITY, WHETHER IN TORT,\nCONTRACT OR OTHERWISE, EXCEPT FOR\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              51\n\nCLAIMS RELATING TO SYSTEM UPGRADES, SHALL NOT EXCEED * OF THE CONTRACT PRICE.\nTHE CONTRACTOR'S MAXIMUM AGGREGATE LIABILITY FOR CLAIMS RELATING TO SYSTEM\nUPGRADES (IF CONTRACTOR CAN PROVE THAT THE SYSTEM WAS DESIGNED WITH SUFFICIENT\nTRANSMISSION MARGIN AND THUS SUCH CLAIMS DO NOT ARISE UNDER CLAUSE (ii) OF SUB-\nARTICLE 10(B)) SHALL NOT EXCEED * OF THE APPLICABLE UPGRADE PRICE. THE FOREGOING\nLIMITATION SHALL NOT APPLY TO CLAIMS UNDER SUB-ARTICLES 19(A) AND 23(C). IF\nCONTRACTOR CANNOT PROVE THAT THE SYSTEM WAS DESIGNED WITH SUFFICIENT\nTRANSMISSION MARGIN FOR A SYSTEM UPGRADE, THE CONTRACTOR'S MAXIMUM AGGREGATE\nLIABILITY FOR CLAIMS ARISING UNDER CLAUSE (ii) OF SUB-ARTICLE 10(B) SHALL NOT\nEXCEED *.\n\n     C.   Contractor, at its expense, shall defend, indemnify and hold harmless\nPurchaser, its agents, subcontractors and employees against any and all claims,\ndemands, and judgments for losses due to any act or omission, arising out of, or\nin connection with this Contract or, prior to risk of loss passing to Purchaser,\nthe operation and maintenance of the System, to the extent such losses were\ncaused by the negligence or willful misconduct of the Contractor, its\nsubcontractors, employees or agents. The defense, indemnification and save\nharmless obligation is specifically conditioned on the following: (i) Purchaser\nproviding prompt notification in writing of any such claim or demand when it\nobtains Actual Knowledge thereof, unless such failure shall not have materially\nimpaired Contractor's ability to defend against such claim; (ii) Contractor\nhaving control of the defense of any such action, claim or demand and of all\nnegotiations for its settlement or compromise; and (iii) Purchaser cooperating,\nat Contractor's expense, in a reasonable way to facilitate the defense of such\nclaim or demand or the negotiations for its settlement.\n\n     D.   Purchaser, at its expense, shall defend, indemnify and hold harmless\nContractor, its agents, subcontractors and employees against any and all claims,\ndemands, and judgments for losses due to any act or omission, arising out of, or\nin connection with this Contract or, after risk of loss passes to Purchaser, the\noperation or maintenance of the System, to the extent such losses were caused by\nthe negligence or willful misconduct of the Purchaser, its subcontractors,\nemployees or agents (other than Contractor). The defense, indemnification and\nsave harmless obligation is specifically conditioned on the following (i)\nContractor providing prompt notification in writing of any such claim or demand\nwhen it obtains Actual Knowledge thereof, unless such failure shall not have\nmaterially impaired Purchaser's ability to defend against such claim; (ii)\nPurchaser having control of the defense of any such action, claim or demand and\nof all negotiations for its settlement or compromise; and (iii) Contractor\ncooperating, at Purchaser's expense, in a reasonable way to facilitate the\ndefense of such claim or demand or the negotiations for its settlement.\n\nARTICLE 24     COUNTERPARTS\n---------------------------\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              52\n\n          This Contract may be signed in any number of counterparts, each of\nwhich shall be an original, with the same effect as if the signatures thereto\nand hereto were upon the same instrument.\n\nARTICLE 25     DESIGN AND PERFORMANCE RESPONSIBILITY\n-----------------------------------------------------\n\n     A.   The Contractor shall be solely responsible for the design of and for\nall details of the System and the System Upgrades and for the adequacy thereof.\n\n     B.   The Contractor's responsibility for design of the System and the\nSystem Upgrades shall not in any way be diminished nor shall the Contractor's\ndesign approach be restricted or limited by the Purchaser's acceptance of the\nContractor's guidance or recommendations as to engineering standards and design\nspecifications, or by the Purchaser's suggestions or recommendations on any\naspect of the design.\n\n     C.   Purchaser shall use reasonable efforts in assisting the Contractor to\nobtain in a timely manner accurate information required for the Contractor to\nperform the Work and the Upgrade Work, which Contractor cannot expeditiously and\ncost-effectively obtain from any source other than the Purchaser.\n\nARTICLE 26     PRODUCT CHANGES\n------------------------------\n\n          The Contractor may at any time make changes to the System or System\nUpgrades furnished pursuant to this Contract, or modify the drawings and\npublished specifications relating thereto, or substitute equipment of later\ndesign, provided the changes, modifications, or substitutions under normal and\nproper use do not impact upon the form, fit, expected life or function of the\nSystem as provided in the System Performance Requirements.\n\nARTICLE 27     RISK AND INSURANCE\n---------------------------------\n\n     A.   The Contractor shall at all times maintain, and upon request, the\nContractor shall furnish the Purchaser with certificates, or other reasonable\nevidence, that Contractor maintains, the following insurance or has adequate\nself-insurance (other than as required to comply with any statutory insurance\nrequirements):\n\n          1.   Workmen's Compensation and Employers Liability Insurance (with a\n               limit of not less than * for any one incident or series of\n               incidents arising from one event or such higher limit as may be\n               required by the laws of any jurisdiction) covering the officers\n               and employees of the Contractor for all compensation or other\n               benefits required of the Contractor by the laws of any nation or\n               political sub-division thereof to which the Contractor and its\n               operations under this Contract are subject in respect of injury\n               of death of any such employee.\n\n          2.   Comprehensive General Public Liability Insurance, covering\n               personal injury and\/or property damage, with combined single\n               limits of not less\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              53\n\n               than * for claims of injury or death of any persons or loss of or\n               damage to property resulting from any one accident. This\n               insurance to be extended to provide Marine Comprehensive General\n               Liability including liabilities arising out of the operation of\n               subsea equipment.\n\n          3.   All Risk Insurance in respect of all property of Contractor, its\n               respective officers, agents and employees connected with the\n               performance of the Work against all loss or damage from whatever\n               cause.\n\n          4.   Conventional Marine Hull and Machinery Insurance including War\n               Risks or any vessel(s) owned, operated or chartered by the\n               Contractor, in an amount equal to the full value thereof. In the\n               event of damage to or loss of such vessel(s), the Contractor\n               agrees to look to its insurance carrier for payment of such loss\n               or damage and hereby releases the Purchaser and waives any claims\n               against the Purchaser for the loss of such vessel(s) unless due\n               to the negligence of Purchaser, its agent or representatives\n               (other than Contractor).\n\n          5.   All vessels are to be entered in a Mutual Protection and\n               Indemnity Association with a full and unlimited entry or to have\n               Marine Protection and Indemnity Insurance with a limit of not\n               less than * including coverage far illness, injury or death of\n               crew members (unless covered under Workmen's Compensation\n               Insurance), Contractual Liability Coverage, Collision and Tower's\n               Liability, Removal of Wreck and Debris and Third Party Liability.\n\n          6.   Specialist Operations Insurance with a limit of not less than\n               * as per London Wording 1993 or equivalent.\n\n          7.   Transit Insurance including inland, air, and Marine Cargo\n               coverage including War (other than on land) in an amount\n               sufficient to cover the expected highest value of any one\n               shipment. Coverage to include Institute Cargo Clauses, all risks\n               1.1.63, Institute War Clauses, London Malicious Damage Clause,\n               and Institute Strikes Riots and Civil Commotion Clauses or their\n               equivalent.\n\n          8.   Marine Cargo or equivalent is required to protect, for full cost,\n               against all risks of physical loss or damage to the plant,\n               equipment and supplies to be included in the System  (other than\n               War Risks) beginning with when each such item is ready for\n               shipping and ending when the submersible plant and equipment are\n               placed overside the cable laying vessel and when the equipment\n               and supplies are delivered to the cable stations, central\n               offices, or network operation center.  The coverage continues to\n               cover cable lying on the seabed.\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              54\n\n          9.   Sea Bed or equivalent coverage (including an Old Mines and\n               Torpedoes Clause, including other derelict weapons of War) is\n               required to protect, for full cost, against all risks of physical\n               loss or damage to the submersible plant and equipment described\n               in Sub-Article 27(A)(10) above. See last paragraph.\n\n          10.  War Risks or equivalent coverage is required to protect against\n               damage to, seizure by and\/or destruction of the System by means\n               of war, piracy, takings at sea and other warlike operations until\n               discharge of the submersible plant and equipment. For the\n               purposes of this Article \"discharge of the submersible plant and\n               equipment\" shall be deemed to take place when the plant and\n               equipment reaches the sea bottom, as far as the submersible plant\n               and equipment is concerned, and when the plant is off-loaded in\n               the respective terminal country, as far as non-submersible plant\n               is concerned.\n\n          11.  Pollution Liability (EIL) insurance for installation operations\n               and as arising from the use of vessels in an amount not less than\n               * or such higher sum as may be required to meet any legal\n               requirement in area of operations.\n\n          The Comprehensive General Liability Insurance required pursuant to\nSub-Article 27(A)(2) above, shall include Contractual Liability Coverage which\nshall specifically apply to the obligations assumed by the Contractor under the\nTerms and Conditions of this Contract.\n\n     B.   1.   All the foregoing insurances shall be effected with a\n               creditworthy insurer and shall be endorsed to provide Purchaser\n               with at least thirty (30) days prior written notice of\n               cancellation or material change.\n\n          2.   All the foregoing insurances shall name Purchaser and its lenders\n               as an additional insured as to operations hereunder, in which\n               event the Contractor's insurance shall be primary to any\n               insurance carried by Purchaser.\n\n          3.   The limits specified herein are minimum requirements and shall\n               not be construed in any way as limits of liability or as\n               constituting acceptance by Purchaser of such responsibility for\n               financial liabilities in excess of such limits. The Contractor\n               shall bear all deductibles applicable to any insurance.\n\n          4.   If it is judicially determined that the monetary limits of\n               insurance required hereunder or of any indemnity voluntarily\n               assumed under the Terms and Conditions of this Contact which the\n               Contractor agrees will be supported either by available liability\n               insurance or voluntarily self-insured, in part or whole, exceeds\n               the maximum limits permitted\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              55\n               under applicable law, it is agreed that said insurance\n               requirements or indemnity shall automatically be amended to\n               conform to the maximum monetary limits permitted under such law.\n\n          5.   Contractor shall take reasonable steps to provide that any sub-\n               contractor engaged by it has in effect or will effect Employer's\n               Liability, Workmen's Compensation, Hull and Machinery and\n               Protection and Indemnity insurances and any other insurances\n               required by law, together with such other insurances as the\n               Contractor may consider necessary.\n\n          6.   If the Contractor fails to effect or keep in force any of the\n               insurances required under this Contract, Purchaser may effect and\n               keep in force any such insurances and pay such premiums as may be\n               necessary for that purpose and from time to time deduct the\n               amount so paid by Purchaser from any money due or which may\n               become due to the Contractor hereunder or recover the same as a\n               debt due from the Contractor, provided that Purchaser is not in\n               Default.\n\n          7.   Each Party shall give the other prompt notification of any claim\n               with respect to any of the insurances to be provided hereunder,\n               accompanied by full details giving rise to such claim. Each Party\n               shall afford the other all such assistance as may be required for\n               the preparation and negotiation of insurance claims.\n\n          8.   Contractor shall report to Purchaser as soon as practicable all\n               accidents or occurrences resulting in injuries to Contractor's\n               employees or third parties, or damage to property of third\n               parties, arising out of our during the course of services for\n               Purchaser by Contractor.\n\n     C.   The Contractor may organize such levels of deductibles, excesses and\nself-insurance as it considers appropriate and which are within prudent industry\nstandards.\n\n     D.   The insurance requirements of this Article 27 will remain in place\nwith respect to each Segment, the System or System Upgrade, as the case may be,\nand will not in any way be diminished or reduced until the transfer of title and\nrisk of loss shall have passed to Purchaser of such Segment, System or System\nUpgrade, as the case may be, even in the event of the sale of substantially all\nthe assets of the Contractor by way of a merger, consolidation or sale of\nassets.\n\nARTICLE 28  PLANT AND WORK RULES\n--------------------------------\n\n          Employees and agents of each Party shall, while on the premises of the\nother or its subcontractors, comply with all plant rules and governmental\nregulations.\n\n \n                                                                              56\n\nARTICLE 29  RIGHT OF ACCESS\n---------------------------\n\n     A.   The Contractor shall, upon reasonable notice of not less than ten (10)\nworking days, during normal business hours and in a manner to avoid any\ndisruption of the work on the premises including performance of other contracts,\npermit access by the Purchaser or its Quality Assurance (QA) Representative\n(other than a competitor of the Contractor or any affiliate of a competitor) to\nthe Contractor's premises where the work will be performed, and will use its\nbest endeavors to secure rights of access to premises of its subcontractors\nwhere the work will be performed, having subcontracts or orders in the amount\nof, or equivalent to * or more, in accordance with the Contractor's\ncontractual arrangements with its subcontractors, and allow the Purchaser or its\nQA Representative to:\n\n          1.   audit the Contractor's quality assurance system and its\n               application to the Work and Upgrade Work, including manufacture,\n               development and raw materials and components provision;\n\n          2.   inspect all parts of the Work and Upgrade Work to the extent\n               reasonably practicable to ensure that their quality meets the\n               Specification.\n\nThis right of access shall allow for the Purchaser and\/or its QA representative\n(up to a total of three (3) persons). The Purchaser shall provide the name(s),\nnationality and title of each such visitor prior to the visit. The Contractor\nshall not be responsible for any costs, including travel and accommodation\ncosts, of the Purchaser or its representatives.\n\n     B.   The right of access shall also allow for the Purchaser and\/or\nrepresentatives (up to a total of three (3) persons) to be aboard the vessel(s)\nduring installation and the route survey, provided accommodations are available.\nThe Contractor shall not be responsible for any costs of the Purchaser or its\nrepresentatives, except for living expenses on board the vessel which includes\none (1) daily telex or fax, all other travel and accommodation costs for the\nPurchaser or its QA Representatives shall be for the account of the Purchaser.\n\n     C.   Any right of access shall not be construed as creating any obligation\nrequiring the Contractor or its subcontractors to disclose trade secrets or\nproprietary information. Further, such right of access may be conditioned on the\nexecution of a confidentiality and non-disclosure agreement and\/or subject to\nroutine building or security rules, regulations or procedures.\n\n     D.   Any exercise of any right of the Purchaser hereunder to inspect,\naudit, visit or to serve any part of the Work or System Upgrades shall not be\nconstrued as limiting any obligation of Contractor hereunder, including without\nlimitation, under Articles 1 and 10 hereof.\n\n     E.   Contractor will have access to the System as necessary to accomplish\nits responsibilities under this Contract and in order to make repairs and to\nmake System\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n\n \n                                                                              57\n\nUpgrades. Contractor will provide reasonable notice of its need for access and\nwill take reasonable steps to minimize disruptions to the operation of the\nSystem.\n\n     F.   Contractor shall give the Purchaser reasonable prior written notice of\neach monthly project management review meeting with respect to the status of the\nconstruction and\/or installation of the System, and Purchaser's representatives\n(up to three such representatives) and the Independent Engineer shall at their\ncost be permitted to attend and participate in such meetings.\n\nARTICLE 30  QUALITY ASSURANCE\n-----------------------------\n\n          All equipment, material and supplies provided under this Contract\nshall be inspected and tested by representatives designated by the Contractor to\nthe extent reasonably practical to assure that the quality of the equipment,\nmaterials and supplies being incorporated is sufficient to realize the System\nPerformance Requirements. The inspection and test program established for such\nequipment, materials and supplies shall be consistent with commercial practices\nnormally employed by the Contractor in the construction of submarine cable\nsystems. The foregoing shall not be construed as limiting any of the\nContractor's obligations under this Contract.\n\nARTICLE 31  DOCUMENTATION\n-------------------------\n\n          The Contractor shall furnish to the Purchaser one copy of the standard\ndocumentation in the English language for the System provided hereunder. Such\ndocumentation shall be provided prior to the Acceptance testing. Additional\ncopies of the documentation are available at additional cost.\n\nARTICLE 32  TRAINING\n--------------------\n\n          The Contractor will provide, as part of the Initial Contract Price,\nuntil the Date of Final Acceptance, any and all training necessary for the\noperation and maintenance of the System.\n\nARTICLE 33  SETTLEMENT OF DISPUTES\/ARBITRATION\/LITIGATION\n---------------------------------------------------------\n\n     A.   The Parties shall endeavor to settle amicably by mutual discussions\nany disputes, differences, or claims whatsoever related to this Contract.\n\n     B.   Failing such amicable settlement, any controversy, claim or dispute\narising under or relating to this Contract, including the existence, validity,\ninterpretation, performance, termination or breach thereof, shall, if both\nParties agree in writing thereto, finally be settled by arbitration in\naccordance with the International Arbitration Rules of the American Arbitration\nAssociation (\"AAA\"). Unless the Parties agree to a sole arbitrator, there shall\nbe three (3) arbitrators, with each Party appointing one arbitrator, who\ncollectively will select a third. The language of the arbitration shall be\nEnglish. The Arbitrator will not have authority to award punitive damages to\neither Party. Each Party shall bear its own expenses,\n\n \n                                                                              58\n\nbut the Parties shall share equally the fees and expenses of the Arbitration\nTribunal and the AAA. This Contract shall be enforceable, and any arbitration\naward shall be final, and judgment thereon may be entered in any court of\ncompetent jurisdiction. In any such arbitration, the decision in any prior\narbitration under this Contract shall not be deemed conclusive of the rights as\namong themselves of the Parties hereunder. The arbitration shall be held in New\nYork, New York, U.S.A.\n\n     C.   1.   If both Parties do not agree to arbitration pursuant to paragraph\n               (B) above, then either Party may institute suit in the Supreme\n               Court of the State of New York sitting in New York County or the\n               United States District Court of the Southern District of New\n               York, or any appellate court from any thereof.\n\n          2.   Each Party hereby irrevocably and unconditionally submits to the\n               non-exclusive jurisdiction of any New York State or Federal court\n               sitting in The City of New York, and any appellate court from any\n               thereof, in any action or proceeding arising out of or relating\n               to this Contract, and each Party hereby irrevocably and\n               unconditionally agrees that all claims in respect of such action\n               or proceeding may be heard and determined in such New York State\n               court or, to the extent permitted by law, in such Federal court.\n               Each Party hereby irrevocably and unconditionally waives, to the\n               fullest extent it may effectively do so, any defense of an\n               inconvenient forum to the maintenance of such action or\n               proceeding in any such court and any right of jurisdiction on\n               account of the place of residence or domicile of either Party.\n               The Contractor hereby irrevocably and unconditionally appoints CT\n               Corporation System (the \"New York Process Agent\"), with an office\n                                        ----------------------                  \n               on the date hereof at 1633 Broadway, New York, New York, as its\n               agent to receive on behalf of the Contractor and its respective\n               property service of copies of the summons and complaint and any\n               other process which may be served in any such action or\n               proceeding in any such New York State or Federal court and agrees\n               promptly to appoint a successor New York Process Agent in The\n               City of New York (which successor Process Agent shall accept such\n               appointment in a writing prior to the termination for any reason\n               of the appointment of the initial New York Process Agent).  In\n               any such action or proceeding in such New York State or Federal\n               court sitting in The City of New York, such service may be made\n               on the Contractor by delivering a copy of such process to the\n               Contractor in care of the appropriate Process Agent at such\n               Process Agent's above address and by depositing a copy of such\n               process in the mails by certified or registered air mail,\n               addressed to the Contractor at its address referred to in Article\n               35 of this Contract (such service to be effective upon such\n               receipt by the appropriate Process Agent and the depositing of\n               such process in the mails as aforesaid). The Contractor hereby\n               irrevocably and unconditionally authorizes and directs such\n               Process Agent to accept such service on its behalf. As an\n               alternate method of service, the\n\n \n                                                                              59\n\n               Contractor also irrevocably and unconditionally consents to the\n               service of any and all process in any such action or proceeding\n               in such New York State or Federal court sitting in The City of\n               New York by mailing of copies of such process to the Contractor,\n               as the case may be, by certified or registered air mail at its\n               address referred to in Article 35 of this Contract. The\n               Contractor agrees that, to the fullest extent permitted by\n               applicable law, a final judgment in any such action or proceeding\n               shall be conclusive and may be enforced in other jurisdictions by\n               suit on the judgment or in any other manner provided by law.\n\n          3.   WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE\n               --------------------                                          \n               FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE\n               TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY\n               ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS\n               CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER\n               THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,\n               AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY\n               OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF\n               LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)\n               ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN\n               INDUCED TO ENTER INTO THIS AGREE MENT BY, AMONG OTHER THINGS, THE\n               MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.\n\n     D.   THE OBLIGATIONS OF EACH PARTY IN RESPECT OF THIS CONTRACT DUE TO ANY\nPARTY SHALL, NOTWITHSTANDING ANY JUDGMENT IN A CURRENCY (THE \"JUDGMENT\n                                                              --------\nCURRENCY\") OTHER THAN DOLLARS, BE DISCHARGED ONLY TO THE EXTENT THAT ON THE\n---------\nBUSINESS DAY FOLLOWING RECEIPT BY SUCH PARTY OF ANY SUM ADJUDGED TO BE SO DUE IN\nTHE JUDGMENT CURRENCY SUCH PARTY MAY IN ACCORDANCE WITH NORMAL BANKING\nPROCEDURES PURCHASE DOLLARS WITH THE JUDGMENT CURRENCY; IF THE AMOUNT OF DOLLARS\nSO PURCHASED IS LESS THAN THE SUM ORIGINALLY DUE TO SUCH PARTY IN DOLLARS, EACH\nPARTY AGREES, AS A SEPARATE OBLIGATION AND NOTWITHSTANDING ANY SUCH JUDGMENT, TO\nINDEMNIFY SUCH PARTY AGAINST SUCH LOSS, AND IF THE AMOUNT OF DOLLARS SO\nPURCHASED EXCEEDS THE SUM ORIGINALLY DUE TO ANY PARTY TO THIS CONTRACT, EACH\nPARTY AGREES TO REMIT TO SUCH PARTY, SUCH EXCESS.\n\nARTICLE 34  APPLICABLE LAW\n--------------------------\n\n          THIS CONTRACT SHALL BE CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE\nLAWS OF THE STATE OF NEW YORK, UNITED STATES,\n\n \n                                                                              60\n\nEXCLUDING ITS CONFLICTS OF LAW PROVISIONS AND EXCLUDING THE CONVENTION FOR THE\nINTERNATIONAL SALE OF GOODS.\n\n\nARTICLE 35  NOTICES\n-------------------\n\n     A.   Any notices, consent, approval, or other communication pursuant to\nthis Contract shall be in writing, in the English language, and shall be deemed\nto be duly given or served on a Party if sent to the Party at the address\nstipulated in Sub-Article 35(B) and if sent by any one of the following means\nonly:\n\n          1.   Sent by hand: Such communication shall be deemed to have been\n               received on the day of delivery provided receipt of delivery is\n               obtained.\n\n          2.   Sent by facsimile: Such communication shall be deemed to have\n               been received, under normal service conditions, twenty-four (24)\n               hours following the time of dispatch or on confirmation by the\n               receiving Party, whichever is earlier.\n\n          3.   Sent by registered or certified mail: Such communication shall be\n               deemed to have been received, under normal service conditions, on\n               the day it was received or on the tenth day after it was\n               dispatched, whichever is earlier.\n\n     B.   For purposes of this Article, the names, addresses and fax numbers of\nthe Parties are as detailed below. Any change to the name, address, and\nfacsimile numbers may be made at any time by giving thirty (30) days prior\nwritten notice.\n\nAlcatel Submarine Networks\n30 Rue Pierre Beregovoy\n92111 Clichy Cedex\nFrance\nFacsimile: 011-33-01-4756-6920\n\nAlcatel Submarine Networks, Inc.\n15540 North Lombard Street\nPortland, Oregon 97203-6428\n\nMid-Atlantic Crossing Ltd.\nWessex House\n45 Reid Street\nHamilton HM12\nBermuda\nFacsimile: 441-296-6749\/8606\n\n \n                                                                              61\n\nARTICLE 36  PUBLICITY AND CONFIDENTIALITY\n-----------------------------------------\n\n     A.   No information relating to this Contract shall be released by either\nParty to any newspaper, magazine, journal or other written, oral or visual\nmedium without the prior written approval of an authorized representative of the\nother Party; provided that, subject to Article 20 (Safeguarding of Information\n             --------                                                         \nand Technology) and the following Sub-Article, this Article shall not restrict\neither Party from (i) responding to customary press inquiries or otherwise\nmaking public or private statements in the normal course of business, so long as\nconsistent with a mutually agreed press-release and (ii) assisting in the\nobtaining of financing in accordance with Sub-Article 37(C), including the\npublication of a financial tombstone.\n\n     B.   This Contract and any non-public information, written or oral, with\nrespect to this Contract, \"Confidential Information\", will be kept confidential\nand shall not be disclosed, in whole or in part, to any person other than\naffiliates, officers, directors, employees, agents or representatives of a Party\n(collectively, \"Representatives\") who need to know such Confidential Information\nfor the purpose of negotiating and executing this Contract. Each Party agrees to\ninform each of its Representatives of the non-public nature of the Confidential\nInformation and to direct such persons to treat such Confidential Information in\naccordance with the terms of this Article. Nothing herein shall prevent a Party\nfrom disclosing Confidential Information (a) upon the order of any court or\nadministrative agency, (b) upon the request or demand of, or pursuant to any\nregulation of, any regulatory agency or authority, (c) to the extent reasonably\nrequired in connection with the exercise of any remedy hereunder, (d) to a\nParty's legal counsel or independent auditors, (e) prospective lenders to the\nPurchaser or Purchaser's parent or affiliate companies, and (f) to any actual or\nproposed assignee of all or part of its rights hereunder provided that such\nactual or proposed assignee agrees in writing to be bound by the provisions of\nthis Article.\n\nARTICLE 37  ASSIGNMENT; SUBCONTRACTORS\n--------------------------------------\n\n     A.   Except as provided in this Article, neither Party shall assign this\nContract or any right or interest under this Contract, nor delegate any work or\nobligation to be performed under this Contract (\"Assignment\"), without the other\nParty's prior written consent which shall not be unreasonably withheld (it being\nunderstood that it shall be deemed to be reasonable to withhold consent to the\nassignment of this Contract or any rights, interest or obligations hereunder to\na competitor of Contractor or an affiliate of a competitor or uncreditworthy\nparty). Nothing herein shall preclude a Party from employing a subcontractor in\ncarrying out its obligations under this Contract. A Party's use of such\nsubcontractor shall not release the Party from its obligations or liability\n(including warranties) under this Contract.  If a proposed subcontractor of\nmajor Supplies (i.e. Supplies listed on Exhibit I) is not listed on Exhibit I\nhereto, Contractor shall obtain approval thereof from Purchaser, which approval\nshall not be unreasonably withheld.\n\n     B.   The Contractor has the right to assign all of its rights under this\nContract or to delegate all of its duties hereunder at any time without the\nPurchaser's consent to any successor to substantially all the assets of the\nContractor by way of a merger, consolidation or sale of assets provided that in\nthe case of any assignment or delegation pursuant to this\n\n \n                                                                              62\n\nSub-Article 37(B) such assignee shall assume in writing all warranties,\nrepresentations and obligations of Contractor under this Contract. The\nContractor shall give the Purchaser written notice 30 days prior to the\nassignment.\n\n     C.   The Parties acknowledge that Purchaser may finance construction of the\nSystem on a \"project finance\" basis and that in connection therewith the\nfinancing parties will require that such financing be secured by certain assets\nof Purchaser (including but not limited to this Contract). The Purchaser may, in\nconnection with any such project financing grant a collateral assignment of the\nSystem and\/or its rights and obligations under this Contract to any such\nfinancing parties, and in connection therewith, the Contractor will execute and\ndeliver a Consent, substantially in the form of Exhibit B hereto; provided that\nContractor agrees to make such changes or additions to such form as may be\nreasonably requested by such financing parties and Purchaser, and such financing\nparties may transfer in accordance with such Consent.  *\n\n     D.   The Purchaser has the right to assign all of its rights and delegate\nall of its duties under this Contract to any other entity to whom all of\nPurchaser's rights and interests in the System have been transferred. Purchaser\nalso has the right (i) to assign all of its rights hereunder with respect to any\nparticular Landing Assets to any Transferee, (ii) to assign Permits with respect\nto such Landing Assets, or have Permits with respect to such Landing Assets\nissued in the name of, such Transferee and (iii) to transfer such Landing Assets\nor have such Landing Assets transferred directly to, such Transferee; provided\n                                                                      --------\nthat such Transferee shall execute a supplement to this Contract whereby it\nbecomes jointly and severally liable, together with Purchaser, for all of\nPurchaser's obligations under this Contract. \"Landing Assets\" means, with\nrespect to each jurisdiction where a portion of the System is located, all or\npart of such portion of the System located therein. It is understood that the\nPurchaser, at its option, may assign and transfer rights with respect to Landing\nAssets in different jurisdictions to different Transferees. Purchaser\ncontemplates effecting the foregoing assignment pursuant to a Supplement hereto\nsubstantially in the form of Exhibit E hereto, and the Contractor agrees to\nexecute and deliver such Supplement, with such changes as the Parties mutually\nagree.  Purchaser shall not transfer any of its rights under this Contract or\nthe System except in accordance with the foregoing. Any assignment or transfer\nby Purchaser not expressly permitted by Sub-Article 37(C) or (D) shall be of no\nforce and effect. Any assignment or transfer by Purchaser which results in any\nincrease in costs or any loss, damage, delay or failure of performance shall\nconstitute a Force Majeure, and, without\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              63\n\nlimiting the applicability of Article 17 (Force Majeure), Purchaser shall be\nresponsible for any increase in costs resulting therefrom.\n\nARTICLE 38  RELATIONSHIP OF THE PARTIES\n---------------------------------------\n\n          All work performed by a Party under this Contract shall be performed\nas an independent contractor and not as an agent of the other and no persons\nfurnished by a Party shall be considered the employees or agents of the other.\nEach Party shall be responsible for its employees' compliance with all Laws\nwhile performing under this Contract. This Contract shall not form a joint\nventure or partnership between the Parties.\n\nARTICLE 39  SUCCESSORS BOUND\n----------------------------\n\n          This Contract shall be binding on the Contractor and the Purchaser and\ntheir respective successors and permitted assigns.\n\nARTICLE 40  ARTICLE CAPTIONS\n----------------------------\n\n          The captions of the Articles do not form part of this Contract and\nshall not have any effect on the interpretation thereof.\n\nARTICLE 41  SEVERABILITY\n------------------------\n\n          If any of the provisions of this Contract shall be invalid or\nunenforceable, such invalidity or unenforceability shall not invalidate or\nrender unenforceable the entire Contract, but rather the entire Contract shall\nbe construed as if not containing the particular invalid or unenforceable\nprovision or provisions and the rights and obligations of the Contractor and the\nPurchaser shall be construed and enforced accordingly. In the event such invalid\nor unenforceable provision is an essential and material element of this\nContract, the Parties shall promptly negotiate a replacement provision.\n\nARTICLE 42  *\n-------------\n\n     A.   *\n\n\n     B.   *\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              64\n\n*\n\n     C.   *\n\n\nARTICLE 43  SURVIVAL OF OBLIGATIONS\n-----------------------------------\n\n          The Parties' rights and obligations, which, by their nature would\ncontinue beyond the termination, cancellation or expiration of this Contract,\nincluding, but not limited to, those contained in Sub-Article 4(B) (Taxes,\nLevies and Duties) and Sub-Article 4(C) (Withholding Tax), Article 18\n(Intellectual Property), Article 20 (Safeguarding of Information and\nTechnology), Article 21 (Export Control) and Article 23 (Limitation of\nLiability\/Indemnification) shall survive termination, cancellation or expiration\nhereof. Article 10 (Warranty) and Article 11 (Contractor Support), shall survive\ntermination, cancellation or expiration hereof, if and only if, this Contract is\nterminated by Purchaser pursuant to Sub-Article 13(A).\n\nARTICLE 44  NON-WAIVER\n----------------------\n\n          A waiver of any of the terms and conditions of this Contract, or the\nfailure of either Party strictly to enforce any such term or condition, on one\nor more occasions shall not be construed as a waiver of the same or of any other\nterm or condition of this Contract on any other occasion.\n\nARTICLE 45  LANGUAGE\n--------------------\n\n          This Contract has been executed in the English language and English\nwill be the controlling language for interpretation of this Contract.\n\nARTICLE 46  ENTIRE AGREEMENT\n----------------------------\n\n          This Contract supersedes all prior oral or written understanding\nbetween the Parties and constitutes the entire agreement with respect to the\nsubject matter herein. Such terms and conditions shall not be modified or\namended except by a writing signed by authorized representatives of all Parties.\n\n\n*  MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL \n   TREATMENT.\n\n \n                                                                              65\n\n     This Contract is executed as of the date first set forth above in\n__________, ___________ by a duly authorized representative of ASN, in\n___________, ___________ by a duly authorized representative of ASNI, and in\nBermuda by a duly authorized representative of Purchaser, as set forth below.\n\n                                        ALCATEL SUBMARINE NETWORKS\n\n\n\n                                        By: \/s\/ Patrick Realis\n                                            ----------------------\n                                        Name:   Patrick Realis\n                                        Title:  Director - Americas\n\n\n\n                                        ALCATEL SUBMARINE NETWORKS, INC.\n\n\n                                        By: \/s\/ Warren E. Soloduk\n                                            ----------------------      \n                                        Name:   Warren E. Soloduk\n                                        Title:  Senior Commercial Manager\n \n\n\n                                        MID-ATLANTIC CROSSING LTD.\n \n\n\n                                        By: \/s\/ K. Eugene Shutler\n                                            ---------------------\n                                        Name:   K. Eugene Shutler\n                                        Title:  President\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6614,7648],"corporate_contracts_industries":[9516,9519],"corporate_contracts_types":[9613,9620],"class_list":["post-42698","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-alcatel","corporate_contracts_companies-global-crossing-ltd","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42698","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42698"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42698"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42698"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42698"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}