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SEA-ME-WE 3

STANDARD IRU AGREEMENT


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SEA-ME-WE 3INDEFEASIBLE RIGHT OF USE AGREEMENT

THIS AGREEMENT, made and entered into this __ _ day of __ _,_ _,between the international telecommunications entities identified as Grantors in Annex 1 ofthis Agreement and the international telecommunications entity identified as the IRUPurchaser in Annex 1 of this Agreement.

WITNESSETH

WHEREAS:

A. An agreement (hereinafter referred to as the "SEA-ME-WE 3 C&MA", including anyrevisions or supplements duly made thereafter) was made and entered into 15

January 1997 between and among the signatories thereto, including the Grantors(hereinafter referred to as the SEA-ME-WE 3 Parties) to provide, construct,operate and maintain an optical fibre submarine cable system linking the Far East,South East Asia, the Indian Subcontinent, the Middle East and Western Europe(hereinafter referred to as "SEA-ME-WE 3");

B. Pursuant to the SEA-ME-WE 3 C&MA, such Grantors as identified as the SegmentS IRU Grantors in 2.1 of Annex 1 of this Agreement are entitled to grant

Indefeasible Right of Use (hereinafter referred to as IRU) in the capacity inSegment S of SEA-ME-WE 3 (as defined in the SEA-ME-WE 3 C&MA) tointernational telecommunications entities;


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NOW THEREFORE, THIS AGREEMENT witnesses and it is hereby agreed anddeclared that:

1. CONFORMITY

Unless otherwise specified herein, this Agreement shall be construed in accordancewith and subject to the expressions and definitions contained in the SEA-ME-WE 3C&MA. To the extent of the purpose of this Paragraph, IRU Purchaser shall beallowed to refer to the SEA-ME-WE 3 C&MA, under the confidentiality obligations

as provided for in Paragraph 17 of this Agreement. The Grantors agree thatNetwork Administrater and the Central Billing Party of SEA-ME-WE 3 as identifiedin Paragraph 15. of this Agreement (hereinafter referred to as the Central BillingParty) shall act as their agents under this Agreement.

2. GRANTING OF IRU AND TERMINAL STATION RIGHT OF USE

The Segment S IRU Grantors hereby grant IRU in the SEA-ME-WE 3 capacity andthe Terminal Station Right of Use Grantor hereby grants the Terminal Station Rightof Use in the relevant Segment T to the IRU Purchaser, and is duly licensed togrant said rights, under the following conditions:

2.1 (i ) The IRU and the Terminal Station Right of Use granted hereby shallcommence on the date as first above and shall continue to be effective for theduration of this Agreement.

(ii) In the case provided under Subparagraphs 7.6 through 7.10 of thisAgreement the IRU and the Terminal Station Right of Use granted hereby


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2.5 Granting of IRU to the IRU Purchaser under this Agreement does not entailprovision of restoration of the capacity in which IRU is granted, in the event of any

failure or breakdown of SEA-ME-WE 3. However, if the SEA-ME-WE 3 Partiesincur any costs, charges or expenses for the restoration of the capacity in whichIRU is granted to the IRU Purchaser, such costs, charges or expenses allocable tothe capacity in which IRU is granted to the IRU Purchaser shall be borne by the IRUPurchaser.

2.6 Except as provided for in Paragraph 13. of this Agreement, the IRU Purchaser shallnot make available on any basis whatsoever any of the capacity in which IRU is

granted to the IRU Purchaser herewith, unless otherwise allowed by the SEA-ME-WE 3 Management Committee.

2.7 In the event that the Assigned Capacity of SEA-ME-WE 3 is reduced as a result ofthe decrease of the Design Capacity below the Assigned Capacity, the capacity inwhich IRU and the Terminal Station Right of Use is granted to the IRU Purchaserhereunder shall be reduced in the same proportion as the Assigned Capacity isreduced. Reduction with respect to fraction of a half MIU will be determined byagreement between the SEA-ME-WE 3 Management Committee and the IRUPurchaser such that integral numbers of half MIUs shall result.

2.8 It is agreed that the Grantors, the Network Administrator or the Central Billing Partymake, and have made, no representation or warranty as to the adequacy, suitabilityor fitness of either the capacity in SEA-ME-WE 3 or SEA-ME-WE 3 for any of thepurposes of the IRU Purchaser.

3. FINANCIAL LIABILITY OF THE IRU PURCHASER

In consideration of the granting of IRU and the Terminal Station Right of Usepursuant to Paragraph 1 above, the IRU Purchaser shall assume the following


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additional Capital Costs in Segment T in which the Right of Use isgranted (hereinafter referred to as the Segment T Annual Charges).

4. BILLING AND PAYMENT

The following procedures and arrangements shall apply to the billing and paymentunder this Agreement:

4.1 The billing for the IRU Purchasers payment for its financial liabilities as provided for

in Paragraph 3 above shall be made as follows:

4.1.1 With respect to the IRU Lump Sum as defined in Subparagraph 3.1 and the Right ofUse Lump Sum as defined in Subparagraph 3.2, the Central Billing Party shallrender a bill to the IRU Purchaser as soon as practicable after the execution of thisAgreement.

4.1.2 With Respect to the Segment S Annual Charges and the Segment T AnnualCharges as defined in Subparagraphs 3.1 and 3.2 respectively, the Central BillingParty shall render bills to the IRU Purchaser quarterly in a calender year from theexecution of this IRU Agreement and the Terminal Station Right of Use, inaccordance with Subparagraph 2.1. The billed amount in the first bill shall beproportional to the duration from the commencement of the IRU and the TerminalStation Right of Use to the end of the quarter in which such commencementoccurred against the total duration of the quarter in which such effectuationoccurred.

4.1.3 With respect to sharing of costs and expenses as defined in Subparagraphs 3.1 (iii),the Central Billing Party shall render bills as soon as practical after such costs areincurred. Bills rendered to the IRU Purchaser pursuant to this Subparagraph 4.1.3shall include financial charges. For the purpose of this Subparagraph, the financial


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the day following the day on which payment was due until such payment is receivedby the Central Billing Party or such Grantors as the Central Billing Party may

designate in its bills.

4. 5 In the event that applicable law only allows the imposition of financial charges andLate Payment Charge at the rates below the rates defined in Subparagraphs 4.1.3and 4.4 above, the financial charges and the Late Payment Charge shall the at thehighest rate permitted by the applicable law.

4.6 All bills rendered by the Central Billing Party shall be deemed to have been

accepted by the IRU Purchaser, if the IRU Purchaser does not present a writtenobjection before the date when payment is due. If a written objection to a bill ispresented, the Central Billing Party and the IRU Purchaser shall make allreasonable efforts to settle promptly the dispute concerning the bill in question. Ifthe objection is sustained and the IRU Purchaser has paid the disputed bill, theamount of overpayment shall be refunded promptly to the IRU Purchaser, withinterest calculated at the financial charges as defined in Subparagraph 10.5 of theSEA-ME-WE 3 C&MA from and including the date of payment of the bill by the IRUPurchaser to the date when the refund is received by the IRU Purchaser. If the

objection is not sustained and the IRU Purchaser has not paid the disputed bill, theIRU Purchaser shall pay such bill promptly with any Late Payment Charges definedin Subparagraph 4.4 above, if applicable. Nothing in this Subparagraph 4.6shallrelieve the IRU Purchaser from paying those parts of a bill that are not in dispute.

4.7 The Central Billing Party shall keep such books, records, vouchers and accountsas may be appropriate to support the billing by the Central Billing Party pursuant tothis Paragraph 4 and shall at all reasonable times make them available for the

inspection of the IRU Purchaser at the IRU Purchasers expense during the periodof five (5) years from the date of billing.

4.8 All amounts billed in accordance with this Paragraph 4 shall be paid in full, free and


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5.3 Notwithstanding Subparagraphs 5.1 and 5.2 above, it is agreed that the Grantorsmake, and have made, no guarantee or warranty for the continuance of the

operation of SEA-ME-WE 3 without failure or breakdown. The Grantors shall underno circumstances be liable to the IRU Purchaser for any loss or damage sustainedby reason of any failure in or breakdown of SEA-ME-WE 3, or for any interruption ordegradation of service or reduction of the Capacity, whatsoever shall be the causeof such failure, breakdown, interruption, degradation or reduction and howsoeverlong it shall last.

5.4 The IRU Purchaser agrees to free from use the Capacity in which IRU is granted to

the IRU Purchaser to allow SEA-ME-WE 3 Maintenance Authorities to performplanned maintenance operations pursuant to Subparagraph 11.4 of the SEA-ME-WE 3 C&MA for a reasonable period of time without any claim against the Grantors,subject to prior written notice of such operations, where appropriate, from theNetwork Administrator or the Overall Restoration Liaison Officer (ORLO).

6. PROVISION OF TRANSIT FACILITIES

The Grantors shall use all reasonable efforts to ensure such transmission facilities,as may be suitable and reasonably required by the IRU Purchaser to extend theSEA-ME-WE 3 capacity in which IRU is granted to the IRU Purchaser under thisAgreement, are furnished and maintained in the countries in which SEA-ME-WE 3is landed, under terms and conditions of the separate agreement, for the duration ofand in accordance with the SEA-ME-WE 3 C&MA.

7. USE OF CAPACITY

The capacity in which IRU is granted to the IRU Purchaser under this Agreementshall be used by the IRU Purchaser under the following conditions:


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7.3 In all cases, The IRU Purchaser shall be liable to the Grantors, or to third parties,for any damage or impairment caused by a breach in the obligations of the IRU

Purchaser laid down in the foregoing Subparagraphs 7.1 and 7.2.

7.4 The Grantors shall use their best efforts to cause all other telecommunicationsentities who are permitted to use the capacity in SEA-ME-WE 3 to undertakeobligations comparable to those of the IRU Purchaser set forth in the foregoingSubparagraphs 7.1, 7.2 and 7.3 including the use of sanctions if consideredappropriate by the MC.

7.5 The Segment S IRU Grantors shall not exercise their rights pertaining to thecapacity in which IRU is granted to the IRU Purchaser under this Agreement so asto diminish or interfere with the IRU Purchasers use of such capacity in accordancewith this Agreement.

7.6 The IRU Purchaser is allowed to test their IRU prior to the date of the fulleffectiveness of their License according to the following conditions:

(i) A two week testing period is allowed for testing at earliest 3 months

prior to the effective date of the License.

(ii) An additional one week testing period is allowed immediately before theeffective date of the License for pre-service testing.

(iii) A minimum period of one week shall separate such testing periods in7.6(i) and 7.6(ii) above.

(iv) Notwithstanding the provision in Paragraph 4 of this Agreement, the fullpayment for the IRU Lump Sum and the Terminal Station Right of UseLump Sum shall be received by the Central Billing Party prior to thecommencement of testing of relevant capacity granted under this


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SEA-ME-WE 3 capacity in which IRU is granted to the IRU Purchaser under thisAgreement. With respect to claims of patent infringement made by third parties:

(i) The Grantors shall save the IRU Purchaser harmless against claimsarising out of the use by the IRU Purchaser of the capacity in which IRU isgranted to the IRU Purchaser under this Agreement; and

(ii) The IRU Purchaser shall save the Grantors harmless against claimsarising out of combining with or using in connection with the capacity inwhich IRU is granted to the IRU Purchaser, any apparatus, system or

method provided by the IRU Purchaser or any customer or customers ofthe IRU Purchaser.

9. DEFAULT

9.1 With regard to the default under the provisions of Subparagraph 4.3, the Grantorsmay suspend the IRU and the Terminal Station Right of Use granted to the IRUPurchaser under this Agreement and terminate this Agreement pursuant to thefollowing procedure:

(i) Upon occurrence of default, the Grantors may notify the IRU Purchaser inwriting of their intent to suspend the IRU and the Terminal Station Right ofUse granted to the IRU Purchaser under this Agreement, if full payment isninety days overdue or the breach is not remedied within thirty (30)calender days of notification whichever is the earlier.

(ii) If full payment has not been made or such breach has not been remedied

at the end of such thirty (30) day notification period or ninety days afterthe invoicing of such payment whichever is the earlier, the Grantor mayimmediately suspend the IRU and the Terminal Station Right of Use. bygiving the IRU Purchaser written notice of such effect


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10. DURATION OF AGREEMENT

This Agreement shall become effective on the day and year first above written andshall continue in effect for the duration of the SEA-ME-WE 3 C&MA, except for thetermination of this Agreement by the Grantors against the IRU Purchasers defaultpursuant to Subparagraphs 9.1. Upon the termination of the SEA-ME-WE 3 C&MA,this Agreement shall be deemed to terminate as of the date of the termination of theSEA-ME-WE 3 C&MA. The Network Administrator, on behalf of the Grantors, shallin advance notify the IRU Purchaser in writing of the termination of this Agreement.Termination of this Agreement pursuant to this Paragraph 10 shall not terminate

Paragraph 11, nor prejudice the operation or effect thereof.

11. RESIDUAL OBLIGATIONS

Termination of this Agreement pursuant to Paragraph 10. shall not relieve the IRUPurchaser from sharing of any costs, which may arise in connection with claimsmade by third parties with respect to Segment S of SEA-ME-WE 3, the facilities thatcomprise Segment S or any part or portion thereof, or which may arise in relation toSegment S of SEA-ME-WE 3 due to any law, order or regulation made by anygovernment or supranational legal authority pursuant to any internationalconvention, treaty or agreement. Any such cost incurred shall be shared by the IRUPurchaser in proportion to the amount of capacity in which IRU is granted to theIRU Purchaser under this Agreement against the total amount of the AllocatedCapacity in SEA-ME-WE 3 as of the termination of the SEA-ME-WE 3 C&MA.

12. ALTERATIONS OF AGREEMENT

This Agreement and any of its provisions may only be altered or added to by anagreement in writing signed by a duly authorized representatives of the Grantorsand the IRU Purchaser.


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Canton of Geneva, Switzerland. The performance of this Agreement shall continueduring the arbitration proceedings.

15. NOTICE

For the purpose of notice, the addresses of the Network Administrator and theCentral Billing Party are provided as follows, unless otherwise designated in writingby the Network Administrator or the Central Billing Party:

(i) Network Administrator

Singapore Telecommunications Limited31 Exeter Road, Comcentre III 6th StoreySingapore 239734Tel: +65- 6344-7719Fax: +65- 6344-6775

(ii) Central Billing Party SEA-ME-WE 3

BTPP10A, Colombo House,50-60 Blackfriars Road,London ,SE1 8NZ, United KingdomTel: +44 207 803 7124Fax: +44 1908 860224

The addresses for notification and billing of the IRU Purchaser are as provided inAnnex 1 of this Agreement, unless otherwise designated in writing by the IRUPurchaser.


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(i) to the extent required by any applicable laws, or the requirements of anyrecognized stock exchange in compliance with its rules and regulations,

or by the rules of governance of the IRU Purchaser; or

(ii) to any government agency lawfully requesting such information; or

(iii) to any court of competent jurisdiction acting in pursuance of its powers.

17.3 The IRU Purchaser shall remain bound by the provisions of this Paragraph 17during the period of this Agreement and for the period of five years following

termination of this Agreement.

18. GOVERNMENTAL APPROVAL

The performance of this Agreement by the Grantors and the IRU Purchaser isconditional upon the obtaining and continuance of such approvals, consents,authorizations, licenses and permits by the relevant governments as may berequired or be deemed necessary by and as may be satisfactory to the Grantors.

19. WAIVER

No delay, neglect, or forbearance on the part of the Grantors in enforcing any termsor conditions of this Agreement to the IRU Purchaser shall be deemed to be awaiver or in any way prejudice the rights of the Grantors under this Agreement,unless and until such enforcement has been waived in writing by the Grantors. Any

waiver in writing shall not be construed as a waiver of any subsequent breach ordefault of similar nature, or as a waiver of any such provisions, rights, or privilegehereunder, unless such waiver expressly so provides. Each and every right grantedto the Grantors hereunder or allowed by law or in equity shall be cumulative and


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(iii) The SEA-ME-WE 3 C&MA has been terminated pursuant to Paragraph10;

(iv) The IRU Purchaser becomes insolvent, files for bankruptcy, takesadvantage of any legal scheme for the relief of debtors, adopts aresolution for its winding-up, its reorganisation or the bulk sale of itsassets, or if a petition in bankruptcy, for receivership or for winding-up istaken against it and is not rejected or withdrawn within thirty (30) daysfrom its inception.

22. FORCE MAJEURE

If any party of this Agreement cannot fulfil its obligations in this Agreement due toan event beyond its reasonable control, including, but not limited to lightning, flood,exceptionally severe weather conditions, fire or explosion, civil disorder, war ormilitary operations, national or local emergency, anything done by government orother competent authority, it shall not be liable to the other parties of this Agreementfor such delay in performance or failure to perform and shall give notice to the otherparties of this Agreement as soon as reasonably practical after the event hasoccurred.

23. ENTIRE AGREEMENT

This Agreement is composed by the following parts:

(i) Main text

(ii) Annex 1: IRU Transfer Sheet


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delivered shall be an original, and such counterparts shall together (as well asseparately) constitute one and the same instrument.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be dulyexecuted by their duly authorized representatives.

For and on behalf of

The Grantors

By:The Network Administrator of SEA-ME-WE 3

For and on behalf ofThe IRU Purchaser.

By:


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Annex 1

Pg 1 of 2

IRU TRANSFER SHEET

1. IRU Purchaser

TELECOM X, a company incorporated under the laws of X and having its principaloffice at X Street, X City, X State, X

Notice Address TELECOM XX Street

X City, X StateX

Billing Address TELECOM XX StreetX City, X StateX

2. Grantors

2.1 Segment S IRU Grantors

SEA-ME-WE 3 Parties as identified in Schedule A of the SEA-ME-WE 3 C&MA

2.2 Terminal Station Right of Use Grantor

TELECOM P


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4. Lump Sums and O&M Charges

4.1 IRU

4.1.1 IRU Lump Sum

US$ XXX,XXX.xx

4.1.2 Segment S Annual Charges (per annum but quarterly billing)

The amount to be determined by the SEA-ME-WE 3 ManagementCommittee annually based on the following considerations:

(i) The approved Segment S annual Operation and Maintenancebudget;

(ii) The deviation of actual Segment S Operation and MaintenanceCost from the previous years Segment S Operation andMaintenance budget; and

(iii) Any additional Capital Costs incurred in Segment S in theprevious year.

4.2 Terminal Station Right of Use

4.2.1 Right of Use Lump Sum


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SEA-ME-WE 3 Standard IRU Agreement, Annex 2

Extracts from SEA-ME-WE 3 C&MA.

Paragraphs 1 and 5 and Annexes 1 and 2


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1. DEFINITIONS AND INTERPRETATIONS

1.1 The following definitions shall apply to certain terms used in this Agreement:

Accounting Practice:An accounting practice which meets international standards or requirements laid down

by applicable laws and professional organisations appropriate to a Party.

Agreement:

This SEA-ME-WE 3 Construction and Maintenance Agreement.

Basic System Payload Module:

A Virtual Container 4 (VC4) in accordance with ITU-T Recommendation G.707.

Bit Sequence Independence:

The property of a binary transmission channel, telecommunications circuit or

connection, that permits all sequences of binary signal elements to be conveyed over it

at its specified bit rate, without change to the value of any signal elements, in

accordance with ITU-T Recommendation G.701, Paragraph 2.

Branching Unit:Equipment that permits interconnection between 3 cable sections and provides the

optical fibre and power conductor between 3 cable sections.

Cable Landing Point:

The beach joint, or the mean low water mark of ordinary spring tides if there is no

beach joint.

Cable System Interface:

The nominal STM-1 digital optical or electrical input/output ports on the digital/opticaldistribution frame (excluding the digital/optical or electrical distribution frame itself)

where the Basic System Payload Module connects with other transmission facilities or

equipment


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(v) Pool Capacity: Capacity acquired by a Party on an unmatched basis

for transfer on an Indefeasible Right of Use (IRU) basis, and the collective sum of

such capacity acquired by each Party.

(vi) Priority Pool Capacity: Pool Capacity which has priority in meeting SEA-

ME-WE 3 IRU sales between Sesimbra and Penmarch until the 31st of December

2000, as detailed in Annex 6.

(vii) Common Reserve Capacity (CRC): Capacity in excess of the Allocated Capacity,

which is not allocated to any specific Party.

(viii) Restoration Capacity: Capacity within the Common Reserve Capacity

made available for in-system restoration and the restoration of other systems.

(ix) SEA-ME-WE 3 IRU : Capacity purchased in SEA-ME-WE 3 on an

Indefeasible Right of Use (IRU) basis.

Carriers:

All of the Parties to this Agreement, except TOCI, and international telecommunications

entities not Parties hereto authorised or permitted under the laws of its respective country,

territory or place to acquire and use cable capacity on an IRU basis pursuant to Paragraph

14.

Existing Carriers :

International telecommunications entities which were authorised or permitted under the

laws of their respective countries, territories or places on or before the 1st of September

1996 to acquire and use capacity on an IRU basis.

Initial Parties:

Means KDD, KT, CT, ITDC, HKTI, CTM, PLDT, VNPT, JTB, TM, SINGTEL,


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Network Distance:

The virtual distance of each Path of SEA-ME-WE 3 in kilometres, which is specified in

Annex 1 of this Agreement.

Paid:Meaning that the funds referred to are available for immediate use by the recipient, or the

Central Billing Party as appropriate.

Path: The connectivity in SEA-ME-WE 3 between any two Cable System Interfaces, independent

of the actual physical links used to connect these Cable System Interfaces.

Path Assignment:

An allocation of capacity to a Party or two Parties on a specific Path in SEA-ME-WE 3.

Ready For Service Date:

The Ready For Service Date, hereinafter called RFS Date, shall be considered as the date

at which the Parties agree to place the entire SEA-ME-WE 3 into operation for customer

service and shall be on or before the 30th of March 1999, or such other date as may be

agreed by the Management Committee.

Ready For Provisional Acceptance Date:

The date on which Segment S of SEA-ME-WE 3 is accepted by the Procurement Group

on behalf of the Parties. The Ready for Provisional Acceptance Date (hereinafter called

RFPA Date) shall be on or before the 1st of December 1998 with the exception of

Segment S1 and S2, which shall be on or before the 1st of March 1999 and Segment S7

which shall be on or before the 1st of July 1998) or such other dates as may be agreed

upon by the Management Committee.

Segment Ready For Service Date:

The Segment Ready For Service Date, hereinafter called the Segment RFS Date, shall be

b f h 31 f b 1998 f S S3 S10 d b f h 30 h


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1.2 Schedules and Annexes

The Schedules and Annexes to this Agreement, and any written amendments thereto or any

Schedules or Annexes substituted therefore, shall form part of this Agreement, and any

Paragraph which contains a reference to a Schedule or Annex shall be read as if theSchedule or Annex was set out at length in the body of the Paragraph itself. In the event

that there is any conflict between the terms and conditions of this Agreement and the

Schedules and Annexes to this Agreement, the terms and conditions of this Agreement shall

prevail.

1.3 Headings

The headings in this Agreement are inserted for convenience only and shall be ignored in

construing this Agreement.

1.4 Entire Agreement

This Agreement represents the entire understanding and agreement between the Parties in

relation to the matters dealt with herein, and supersedes all previous representations,

understandings and agreements, whether oral or written, relating thereto.

1.5 Interpretation

Where the sense requires, words denoting the singular only shall also include the plural and

vice versa. References to persons shall include firms and companies and vice versa.

Reference to the male shall include the female.


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5. SEA-ME-WE 3 SEGMENTS

5.1 In accordance with the arrangements contained in this Agreement, SEA-ME-WE 3 shall be

engineered, provided, constructed, maintained and operated between a terminal station at

Okinawa, a terminal station at Keoje, terminal stations at Shanghai and Shantou, terminal

stations at Toucheng and Fangshan, a terminal station at Deep Water Bay, a terminal station

at Taipa, a terminal station at Batangas, a terminal station at Danang, a terminal station at

Tungku, a terminal station at Mersing, a terminal station at Tuas, a terminal station at

Jakarta, a terminal station at Perth, a terminal station at Medan , a terminal station at

Penang, a terminal station at Satun, a terminal station at Pyapon, a terminal station at

Mount Lavinia, terminal stations at Cochin and Mumbai, a terminal station at Karachi, a

terminal station at Muscat, a terminal station at Fujairah, a terminal station at Djibouti, a

terminal station at Jeddah, terminal stations at Suez and Alexandria, a terminal station atYeroskipos, a terminal station at Marmaris, a terminal station at Chania, a terminal station

at Mazara Del Vallo, a terminal station at Tetuan, a terminal station at Sesimbra, a terminal

station at Penmarch, a terminal station at Goonhilly, a terminal station at Oostende and a

terminal station at Norden. For the purposes of this Agreement, SEA-ME-WE 3 shall be

regarded as consisting of Segments T and S.

5.2 Segment T shall comprise the following segments:

SEGMENT T1: The terrestrial segment at Okinawa (KDD),

SEGMENT T2: The terrestrial segment at Keoje (KT),

SEGMENT T3: The terrestrial segment at Shanghai (CT),

SEGMENT T4: The terrestrial segment at Toucheng (ITDC),

SEGMENT T5: The terrestrial segment at Fangshan (ITDC),

SEGMENT T6: The terrestrial segment at Shantou (CT),

SEGMENT T7: The terrestrial segment at Deep Water Bay (HKTI),

SEGMENT T8: The terrestrial segment at Taipa (CTM),

SEGMENT T9: The terrestrial segment at Batangas (PLDT),

SEGMENT T10: The terrestrial segment at Danang (VNPT),


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SEGMENT T30: The terrestrial segment at Yeroskipos (CYTA),

SEGMENT T31: The terrestrial segment at Marmaris (TURK TELEKOM),

SEGMENT T32: The terrestrial segment at Chania (OTE),

SEGMENT T33: The terrestrial segment at Mazara Del Vallo (TELECOMITALIA),

SEGMENT T34: The terrestrial segment at Tetuan (ONPT),

SEGMENT T35: The terrestrial segment at Sesimbra (MARCONI),

SEGMENT T36: The terrestrial segment at Penmarch (FT),

SEGMENT T37: The terrestrial segment at Goonhilly (BT)

SEGMENT T38: The terrestrial segment at Oostende (BELGACOM),

SEGMENT T39: The terrestrial segment at Norden (DTAG),

Segments T1, T2, T3, T4, T5, T6, T7, T8, T9, T10, T11, T12, T13, T14, T15, T16, T17,

T18, T19, T20, T21, T22, T23, T24, T25, T26, T27, T28, T29, T30, T31, T32, T33, T34,

T35, T36, T37, T38 and T39 shall each consist of an appropriate share of the land, civil

works and buildings at the specified locations for the cable landing, the terminal station and

the cable rights-of-way and ducts between a terminal station and its respective Cable

Landing Point, and an appropriate share of common services and equipment, including any

multiplex equipment necessary to operate and interface between the SEA-ME-WE 3 CableSystem Interface and the nominal 2Mbit/s operating point, solely and directly associated

with Assigned Capacity connecting with SEA-ME-WE 3.

5.3 Segment S shall consist of the whole of the submarine cable system provided between the

Cable System Interfaces at the terminal stations at Okinawa, Keoje, Shanghai, Toucheng,

Fangshan, Shantou, Deep Water Bay, Taipa, Batangas, Danang, Tungku, Mersing, Tuas,

Jakarta, Perth, Medan, Penang, Satun, Pyapon, Mount Lavinia, Cochin, Mumbai, Karachi,

Muscat, Fujairah, Djibouti, Jeddah, Suez, Alexandria, Yeroskipos, Marmaris, Chania,Mazara Del Vallo, Tetuan, Sesimbra, Penmarch, Goonhilly, Oostende and Norden. All

cable links within Segment S shall contain at least two fibre pairs. SEA-ME-WE 3 can be

id d i k li ki G h l jib i


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SEGMENT S4

That part of Segment S between Tuas, Medan, Penang, Satun, Pyapon, Mount

Lavinia, Cochin and Mumbai.

.

SEGMENT S5That part of Segment S between the Cable System Interfaces in the terminal stations

at Mumbai, Karachi, Muscat, Fujairah, and Djibouti.

SEGMENT S6

That part of Segment S between the Cable System Interfaces in the terminal stations

at Djibouti, Jeddah and Suez.

SEGMENT S7

That part of Segment S between the Cable System Interfaces in Suez and Alexandria.

Segment S7 shall consist of dedicated fibre pairs in two different buried terrestrial

cables laid across Egypt on two different and separate routes, each providing

sufficient capacity to accommodate the whole system capacity required between Suez

and Alexandria.

Segment S7 shall include:

(i) two diverse transmission cables equipped with appropriate repeaters, route switching

equipment, joint housings and, if required, any intermediate transmission and power

equipment between Suez terminal station and Alexandria terminal station;

(ii) any Interconnection Equipment which shall groom all payload virtual containers

within SEA-ME-WE 3 as required and approved by the Management Committee, in

order to meet the internal connectivity requirements of SEA-ME-WE 3.

SEGMENT S8

h f S S b h C bl S f i h i l i


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(iii) the sea earth cable and electrode system or the land earth system, or an appropriate

share thereof, associated with the terminal power feeding equipment at the respective

terminal station;

(iv) the Interconnection Equipment which shall groom all payload virtual containers within

SEA-ME-WE 3 as required and approved by the Management Committee in order to

meet the internal connectivity requirements of SEA-ME-WE 3.


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SMW-3 C&MA Annex 1, Page 1 of 2

Keoje

Shanghai

Toucheng

Fangshan

Shantou

DeepWtr

By

Taipa

Batangas

Danang

Tungku

Mersing

Tuas

Jakarta

Perth

Medan

Penang

Satun

Pyapon

MtLavinia

Cochin

Mumbai

Karachi

Muscat

Fujairah

Djibouti

Okinawa 964 830 610 836 1.162 1.440 1.504 1.530 2.312 2.718 3.668 3.772 4.234 6.562 3.950 3.694 3.658 3.490 5.492 5.690 5.654 6.052 6.892 7.056 8.906

Keoje 718 1.280 1.590 1.726 1.976 2.030 2.436 2.908 3.600 4.416 4.528 5.086 7.518 4.612 4.348 4.284 3.870 5.856 5.966 5.728 5.966 6.774 6.896 8.862

Shanghai 746 1.040 1.060 1.286 1.336 1.948 2.212 3.044 3.754 3.868 4.484 7.072 3.918 3.654 3.582 3.154 5.144 5.268 5.084 5.388 6.214 6.358 8.274

Toucheng 550 550 830 894 1.204 1.720 2.330 3.152 3.260 3.806 6.328 3.392 3.130 3.084 2.878 4.880 5.080 5.068 5.502 6.346 6.522 8.332

Fangshan 550 664 728 910 1.478 2.018 2.856 2.964 3.496 6.030 3.118 2.858 2.820 2.698 4.686 4.914 4.968 5.452 6.300 6.486 8.244

Shantou 550 550 1.098 1.192 2.038 2.696 2.810 3.434 6.116 2.888 2.626 2.568 2.328 4.328 4.534 4.554 5.032 5.878 6.066 7.830

Deep Wtr By 550 1.134 930 1.920 2.472 2.588 3.252 6.008 2.636 2.372 2.306 2.050 4.050 4.260 4.304 4.806 5.654 5.848 7.582

Taipa 1.162 878 1.910 2.430 2.546 3.222 5.996 2.584 2.320 2.252 1.986 3.986 4.194 4.242 4.748 5.596 5.790 7.520

Batangas 1.354 1.190 2.250 2.342 2.712 5.124 2.638 2.406 2.418 2.678 4.520 4.838 5.106 5.724 6.562 6.780 8.360

Danang 1.434 1.594 1.712 2.472 5.382 1.706 1.442 1.376 1.326 3.242 3.518 3.752 4.392 5.222 5.450 7.006

Tungku 1.250 1.310 1.522 4.088 1.764 1.606 1.686 2.426 3.878 4.288 4.810 5.572 6.358 6.610 7.904

Mersing 550 996 3.996 560 550 678 1.768 2.710 3.166 3.846 4.688 5.408 5.676 6.766

Tuas 902 3.896 574 594 748 1.854 2.708 3.172 3.882 4.732 5.440 5.710 6.760

Jakarta 2.998 1.388 1.484 1.642 2.754 3.324 3.826 4.648 5.526 6.184 6.482 7.308

Perth 4.316 4.462 4.618 5.734 5.744 6.254 7.256 8.158 8.644 8.926 9.086

Medan 550 550 1.430 2.150 2.604 3.310 4.168 4.868 5.140 6.204Penang 550 1.272 2.272 2.698 3.330 4.164 4.892 5.160 6.314

Satun 1.116 2.194 2.602 3.202 4.026 4.764 5.028 6.220

Pyapon 2.006 2.216 2.444 3.152 3.958 4.200 5.680

Mt Lavinia 550 1.554 2.424 2.928 3.210 4.054

Cochin 1.064 1.932 2.410 2.694 3.616

Mumbai 902 1.562 1.828 3.278

Karachi 846 1.056 2.894

Muscat 550 2.108

Fujairah 2.046

Djibouti

Jeddah

Suez

Alexandria

Yeroskipos

Marmaris

Chania

Mazara

Tetuan

Sesimbra

Penmarch

Goonhilly

Oostende


27/28

SMW-3 C&MA Annex 1, Page 2 of 2

Jeddah

Suez

Alexandria

Yeroskipos

Marmaris

Chania

Mazara

Tetuan

Sesimbra

Penmarch

Goonhilly

Oostende

Norden

Okinawa 8.838 9.058 9.214 8.832 9.076 9.478 10.000 10.000 10.000 10.000 10.000 9.864 9.460

Keoje 8.616 8.670 8.792 8.378 8.572 8.964 9.602 10.000 10.000 9.704 9.546 9.082 8.680

Shanghai 8.116 8.274 8.420 8.028 8.262 8.662 9.384 10.000 10.000 9.684 9.548 9.048 8.644Toucheng 8.316 8.600 8.772 8.408 8.678 9.084 9.872 10.000 10.000 10.000 10.000 9.666 9.266

Fangshan 8.286 8.626 8.808 8.460 8.746 9.152 9.974 10.000 10.000 10.000 10.000 9.840 9.442

Shantou 7.866 8.214 8.402 8.056 8.352 8.758 9.594 10.000 10.000 10.000 10.000 9.522 9.126

Deep Wtr By 7.650 8.032 8.226 7.894 8.200 8.606 9.466 10.000 10.000 10.000 10.000 9.462 9.072

Taipa 7.592 7.980 8.176 7.846 8.154 8.560 9.424 10.000 10.000 10.000 9.988 9.436 9.046

Batangas 8.572 9.052 9.264 8.952 9.278 9.682 10.000 10.000 10.000 10.000 10.000 10.000 10.000

Danang 7.230 7.764 7.988 7.706 8.058 8.456 9.392 10.000 10.000 10.000 10.000 9.636 9.262

Tungku 8.326 8.994 9.238 8.996 9.372 9.760 10.000 10.000 10.000 10.000 10.000 10.000 10.000

Mersing 7.302 8.082 8.346 8.162 8.570 8.936 9.954 10.000 10.000 10.000 10.000 10.000 10.000

Tuas 7.318 8.114 8.380 8.206 8.614 8.978 10.000 10.000 10.000 10.000 10.000 10.000 10.000

Jakarta 7.980 8.850 9.124 8.982 9.402 9.752 10.000 10.000 10.000 10.000 10.000 10.000 10.000

Perth 10.000 10.000 10.000 10.000 10.000 10.000 10.000 10.000 10.000 10.000 10.000 10.000 10.000Medan 6.746 7.542 7.810 7.640 8.052 8.412 9.438 10.000 10.000 10.000 10.000 10.000 9.788

Penang 6.806 7.564 7.826 7.638 8.042 8.410 9.426 10.000 10.000 10.000 10.000 10.000 9.704

Satun 6.688 7.432 7.692 7.498 7.900 8.270 9.286 10.000 10.000 10.000 10.000 9.882 9.550

Pyapon 5.954 6.570 6.812 6.572 6.952 7.338 8.324 9.922 10.000 9.410 9.390 8.808 8.466

Mt Lavinia 4.656 5.550 5.832 5.734 6.168 6.490 7.534 9.114 9.432 8.998 9.056 8.496 8.238

Cochin 4.160 5.038 5.318 5.218 5.652 5.974 7.018 8.598 8.914 8.484 8.546 7.988 7.736

Mumbai 3.518 4.234 4.498 4.334 4.754 5.106 6.138 7.742 8.022 7.510 7.554 6.986 6.716

Karachi 2.850 3.422 3.672 3.474 3.884 4.246 5.270 6.876 7.142 6.608 6.652 6.084 5.816

Muscat 2.008 2.674 2.942 2.810 3.242 3.572 4.614 6.206 6.508 6.088 6.160 5.616 5.394

Fujairah 1.800 2.404 2.670 2.528 2.958 3.292 4.332 5.926 6.226 5.806 5.880 5.338 5.122

Djibouti 1.182 2.306 2.568 2.788 3.170 3.282 4.194 5.532 5.946 5.958 6.118 5.704 5.642

Jeddah 1.138 1.412 1.606 1.994 2.138 3.108 4.564 4.942 4.836 4.984 4.544 4.468

Suez 550 550 864 1.012 2.026 3.566 3.908 3.712 3.850 3.406 3.336

Alexandria 550 636 726 1.736 3.282 3.618 3.426 3.570 3.136 3.080

Yeroskipos 550 772 1.804 3.406 3.698 3.358 3.472 2.986 2.876

Marmaris 550 1.386 2.992 3.270 2.918 3.036 2.564 2.474

Chania 1.042 2.636 2.940 2.700 2.844 2.424 2.398

Mazara 1.606 1.896 1.780 1.970 1.690 1.826

Tetuan 550 1.360 1.598 1.850 2.230

Sesimbra 1.112 1.322 1.700 2.100

Penmarch 550 640 1.040

Goonhilly 582 944

Oostende 550


28/28

SMW-3 C&MA Annex 2

SEA-ME-WE 3

Configuration

FT/FCR(Penmarch)

ONPT(Tetuan)

CYTA(Yeroskipos)

OTE(Chania)

ARENTO(Suez)

ARENTO(Alexandria)

OPTDjibouti

GTO(Muscat)

STC(Jeddah)

VSNL(Mumbai)

PTCL

(Karachi)

ETISALAT

(Fujairah)

TM(Penang)

VSNL(Cochin)

SLT

(Mt. Lavinla)

SINGTEL(Tuas)

INDOSAT(Medan)

INDOSAT

(Jakarta)

JTB(Tungku)

CT(Shanghai)

KT

(Keoje)

ITDCToucheng

VNPT(Danang)

MPT(Pyapon)

ITDCFengshan

PLDT(Batangas)

KDD

(Okinawa)

CTM

(Taipa)

TELSTRA(Perth)

BT(Goonhilly)

DTAG(Norden)

BELGACOM(Oostende)

T1T2

T3

T4

T29

T6

T5

T7

T8

T9

T10

T12T13

T14

TM

(Mersing)

T17

T15

T16

T18

CAT(Satun)

T19

T20

T21

T22

T23

T24

T26

T25

T27

T28

T30

T31

T32T34

T35

T36

T37

T40

T39T38

S10

S9

Turk Telekom

(Marmaris)T33

TI(Mazara)

MARCONI(Sesimbra)

S8

S7

S6

S5

S4

S3

S2

S1

CT(Shantou)

HKTI(Deep Water

Bay)

ag-iru-final 28mar03 29

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