Discontinuance Notic

NOTICE submitted by Tata Communications

Notice of Discontinuance of Service

2013-07-31

This document pretains to ITC-214-20030728-00376 for International Global Resale Authority on a International Telecommunications filing.

IBFS_ITC2142003072800376_1005699

AMENDMENT TO AGREEMENT THIS AMENDMENT TO AGREEMENT (the “Amendment”) is made as of the date of the last signature affixed hereto (the “Effective Date”), by and among VSNL America, Inc. (“VSNL America”), VSNL Telecommunications (U.S.), Inc. (“VSNL US”), Videsh Sanchar Nigam Limited (“VSNL”), on the one hand, and the U.S. Department of Justice (“DOJ”), including the Federal Bureau of Investigation (“FBI”), and the U.S. Department of Homeland Security (“DHS”), and the U.S. Department of Defense (“DOD”), on the other hand (referred to individually as a “Party” and collectively as the “Parties”). RECITALS WHEREAS, VSNL, VSNL America, VSNL US, DOJ, FBI, DHS and DOD have heretofore entered into that certain Agreement dated as of April 7, 2005 (a copy of which is attached hereto as Exhibit A and referred to herein as the “Agreement”) whereby such parties agreed to set forth certain rights, obligations and undertakings to be performed with respect to national security, law enforcement and public safety concerns (all terms defined in the Agreement shall have the same meanings ascribed to such terms therein, unless defined otherwise in this Amendment); and WHEREAS, pursuant to an Agreement and Plan of Amalgamation dated as of July 25, 2005 among VSNL, VSNL Telecommunications (Bermuda) Ltd. (“VSNL Bermuda”) and Teleglobe International Holdings Ltd. and affiliated entities (“Teleglobe”) (the “Amalgamation Agreement”), one or more applications (hereinafter “Teleglobe Application(s)”) will be filed with the FCC for authorization to assign and/or transfer control of certain licenses heretofore granted by the FCC, as such licenses are described on Exhibit B hereto; and WHEREAS, the FCC’s grant of the Teleglobe Applications may be made subject to conditions relating to national security, law enforcement, and public safety. NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties are entering into this Amendment to address national security, law enforcement and public safety concerns. ARTICLE 1: AMENDMENTS TO AGREEMENT 1.1 Amendment to Definition of Domestic Communications Infrastructure. The definition of “Domestic Communications Infrastructure” in Section 1.11 is hereby deleted in its entirety and replaced with the following: 1.11 “Domestic Communications Infrastructure” means (a) transmission, switching, bridging and routing equipment (including software and upgrades) used by or on behalf of VSNL America or VSNL US to provide, process, direct, control, supervise or manage Domestic Communications; (b) facilities and equipment used by or on behalf of VSNL America or VSNL US that are physically located in the United States; and (c) facilities used by or on behalf of VSNL America or VSNL US to control the equipment described in (a) and (b) above. Domestic Communications Infrastructure does not include equipment or facilities used by service providers other than VSNL or its Affiliates that are: 1

(1) interconnecting communications providers; or (2) providers of services or content that are (A) accessible using the communications services of VSNL America or VSNL US or their Affiliates, and (B) available in substantially similar form and on commercially reasonable terms through communications services of companies other than VSNL America, VSNL US or their Affiliates. The phrase “on behalf of” as used in this section does not include entities with which VSNL or any of its Affiliates has contracted for peering, interconnection, roaming, long distance, or other similar arrangements on which the Parties may agree. Domestic Communications Infrastructure does not include equipment dedicated to the termination of international undersea cables, provided that such equipment is utilized solely to effectuate the operation of undersea transport network(s) outside of the United States and in no manner controls land-based transport network(s) or their associated systems in the United States. Domestic Communications Infrastructure also does not include the TGN Network Operations Center located in the United Kingdom or the Teleglobe Network Operations Center (“Teleglobe NOC”) currently located at 1441 Carrie-Derick in Montreal, Canada. 1.2 New Definition. The definition of “Teleglobe” is hereby added to the Agreement as a new Section 1.34 as follows: “Teleglobe” means Teleglobe International Holdings Limited, a Bermuda corporation, and affiliated entities. 1.3 New Sections 2.10 and 2.11. The following new Sections 2.10 and 2.11 are hereby added to the Agreement as follows: 2.10 Routing of Teleglobe Traffic. VSNL shall ensure that all Domestic Communications routed over the Teleglobe network, including any associated network management transmissions, shall not be routed outside of the United States and/or Canada, except as and only to the extent it is necessary in emergency situations (e.g., a natural disaster that removes the ability to route traffic over US and/or Canadian networks). 2.11 Teleglobe Network Operations Center. VSNL agrees to adopt (or cause the adoption of) security measures for the Teleglobe NOC located at 1441 Carrie- Derick, Montreal, Canada that are consistent with, and based upon, the provisions in Sections 3.2-3.3 (Visitation Policy), 3.9 (Information Security Plan) and 3.14 (Screening of Personnel). VSNL shall include such measures in a security plan that will be provided to DHS, DOJ, FBI and DOD for review and consultation within thirty (30) days after the date on which the FCC grants the applications filed by Teleglobe, VSNL and/or related entities for authorization to assign and/or 2

transfer all FCC-granted authorizations currently held by Teleglobe. This security plan shall include provisions regarding multicasting technology as agreed between VSNL and DHS, DOJ, FBI and DOD, and it shall include procedures and processes to implement Section 2.10. VSNL agrees to provide DHS, DOJ, FBI and DOD with written notice of any changes to this security plan as soon as reasonably practicable before such changes take effect. Network management information regarding the Teleglobe NOC will be accessible only to persons who have been screened pursuant to Section 3.14 or the employee screening provisions in the security plan for the Teleglobe NOC. In the event a new Network Operations Center is established for Domestic Communications routed over the Teleglobe network, or network functionalities of the current Teleglobe NOC are transferred to a new location, such new Network Operations Center or transferred Teleglobe NOC functionalities shall be located in the United States. In any such case, DHS, DOJ, FBI and DOD shall be consulted and receive at least ninety (90) days’ advance notice. 1.4 Modification to Section 5.10. Section 5.10 of the Agreement is hereby deleted in its entirety and replaced with the following: 5.10 Access to Information and Facilities. DHS, DOJ, FBI, or DOD may visit any part of VSNL America’s or VSNL US’s Domestic Communications Infrastructure and security offices, as well as the current Teleglobe NOC located at 1441 Carrie-Derick, Montreal, Canada, the TGN Network Operations Center located in the United Kingdom, or any new Network Operations Center that may be established subject to the provisions in Section 2.11, to conduct on-site reviews concerning the implementation of the terms of this Agreement and may at any time require unimpeded access to information concerning technical, physical, management, or other security measures needed by DHS, DOJ, FBI, or DOD to verify compliance with the terms of this Agreement. ARTICLE 2: FCC CONDITION AND CFIUS 2.1 FCC Approval. Upon the execution of this Amendment by all the Parties hereto, DHS, DOJ, FBI, and DOD shall, on their own motion at an appropriate time or at the request of VSNL or Teleglobe, notify the FCC that, provided the FCC adopts a condition substantially the same as set forth in Exhibit C attached hereto (the “Condition to FCC Authorization”), DHS, DOJ, FBI, and DOD have no objection to the FCC’s grant of the Teleglobe Applications. This Section is effective upon execution of this Amendment by all the Parties hereto; provided, however, that in the case of a material modification or withdrawal of the Teleglobe Applications after the execution of this Amendment (i) the effectiveness of this Section may be suspended by DHS, DOJ, FBI, and DOD; or (ii) DHS, DOJ, FBI, and DOD may object, formally or informally, to the grant of the Teleglobe Applications and seek additional or different terms that would, consistent with the public interest, address any threat to their ability to enforce the laws, preserve the national security and protect the public safety raised by any such material modification or withdrawal of the Teleglobe Applications. 3

2.2 CFIUS. Upon execution of this Amendment by all Parties hereto, DHS, DOJ, FBI, and DOD shall not object to termination of review under Exon-Florio concerning the acquisition of Teleglobe by VSNL, VSNL Bermuda and/or other companies affiliated with VSNL, unless: (a) VSNL, VSNL America, or VSNL US fails to comply with the material terms of the Agreement, as amended hereby; (b) DHS, DOJ, FBI, or DOD learns that the representations made to DHS, DOJ, FBI, or DOD by VSNL, VSNL America, or VSNL US during the negotiation of the Agreement or this Amendment itself are materially untrue or incomplete; or (c) there is any material change in the circumstances associated with the acquisition of the Tyco Global Network or Teleglobe by VSNL and other companies affiliated with VSNL, where such change affects national security. For the avoidance of doubt, nothing in this Article shall expand, limit, or otherwise affect in any way the rights and remedies available to DHS, DOJ, FBI, and DOD under Section 721 of the Defense Production Act of 1950 as amended, codified at 50 U.S.C. App. § 2170, or 31 C.F.R. Part 800. ARTICLE 3: OTHER 3.1 Miscellaneous. This Amendment, and the obligations imposed and rights conferred herein, shall be effective upon the execution of this Agreement by all the Parties hereto. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original, and all of which together shall constitute one and the same document. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provisions of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is expressly inconsistent with the Agreement. Except as expressly amended by this Amendment, the Agreement is in all respects ratified, confirmed and approved and all the terms, provisions and conditions set forth in the Agreement that are not specifically modified by this Amendment shall be and remain in full force and effect. [Signature Pages Follow] 4

This Amendment is executed on behalf of the Parties: “VSNL” Videsh Sanchar Nigam Limited Date: December 12, 2005 By: /s/ Satish Ranade Printed Name: Satish Ranade Title: Company Secretary and VP (Legal) “VSNL America” VSNL America, Inc. Date: December 12, 2005 By: /s/ Satish Ranade Printed Name: Satish Ranade Title: President “VSNL US” VSNL Telecommunications (US), Inc. Date: December 12, 2005 By: /s/ N. Srinath Printed Name: N. Srinath Title: President

“FBI” Federal Bureau of Investigation Date: December 12, 2005 By: /s/ Elaine N. Lammert Printed Name: Elaine N. Lammert Title: Deputy General Counsel “DHS” Department of Homeland Security Date: December 12, 2005 By: /s/ Stewart Baker Printed Name: Stewart Baker Title: Assistant Secretary for Policy “DOJ” United States Department of Justice Date: December 12, 2005 By: /s/ Laura H. Parsky Printed Name: Laura H. Parsky Title: Deputy Assistant Attorney General, Criminal Division “DOD” United States Department of Defense Date: December 9, 2005 By: /s/ John G. Grimes Printed Name: John G. Grimes Title: Assistant Secretary of Defense (Networks and Integration)

EXHIBIT A AGREEMENT [ATTACH A SIGNED COPY OF THE AGREEMENT]


Document Created: 2013-07-31 13:53:41
Document Modified: 2013-07-31 13:53:41
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