Attachment Petition & Agreement

Petition & Agreement

PETITION submitted by DHS/ DOJ

Petition to Adopt Conditions & Agreement

2008-03-04

This document pretains to SCL-LIC-20070925-00017 for License on a Submarine Cable Landing filing.

IBFS_SCLLIC2007092500017_625745

Before the FEDERAL COMMUNICATIONS COMMISSION F'LED/ACCEPTED Washington, D.C. 20554 MAR — 4 2008 Federal Communications Com mission In the Matter of Office of the Secratary MFS CableCo U.S., Inc. File No. SCL—LIC—20070925—00017 Cable & Wireless Network Services Limited Application for Authority to Land and Operate a Non—Common Carrier Fiber—Optic Submarine Cable System Extending between Bermuda and the United States PETITION TO ADOPT CONDITIONS TO AUTHORIZATIONS AND LICENSES The Department of Homeland Security ("DHS") and the Department of Justice ("DOJ") (collectively, the "Agencies"), submit this Petition to Adopt Conditions to Authorizations and Licenses ("Petition"), pursuant to Section 1.41 of the Federal Communications Commission ("Commission") rules.‘ Through this Petition, the Agencies advise the Commission that they have no objection to the Commission approving the authority sought in the above—referenced proceeding, provided that the Commission conditions its approval on the agreement of Verizon Business Global LLC, for itself and its Affiliates and subsidiaries, to abide by the commitments and undertakings set forth in the March 3, 2008 agreement (the "Agreement") from the Companies to the Department of Homeland Security, which is attached hereto. ‘ 47 C.FR.§ 141.

In the above—referenced proceeding, the Companies have petitioned the Commission on behalf of MFS CableCo U.S., Inc. and Cable & Wireless Network Services Limited for authority under the Cable Landing License Act of 1921 and Executive Order 10530° to land and operate a non—common carrier fiber—optic submarine cable system, the Gemini Bermuda Cable System. The Commission has long recognized that law enforcement, national security, and public safety concerns are part ofits public interest analysis, and has accorded deference to the views of other U.S. government agencies with expertise in those areas. See In the Matter of Comsat Corporation d/b/a Comsat Mobile Communications, etc., 16 ECC Red. 21,661, 21707 «[ 94 (2001). After discussions with representatives of the Companies in connection with the above— referenced proceeding, the Agencies have concluded that the additional commitments set forth in the Agreement will help ensure that the Agencies and other entities with responsibility for enforcing the law, protecting the national security, and preserving public safety can proceed appropriately to satisfy those responsibilities. Accordingly, the Agencies advise the Commission that they have no objection on those grounds to the Commission granting the above—referenced requests for transfer of control, provided that the Commission conditions its consent on compliance by the Companies with the commitments set forth in the Agreement. 2 Pub, Law No. 8, 67th Congress, 42 Stat. 8 (1921); 47 U.S.C. §§ 34—39. s Exec. Ord. No. 10530 § 5(a) (May 10, 1954), reprinted as amended in 3 U.S.C. § 301.

The Agencies are authorized to state that the Companies do not object to the grant of this Petition. Respectfully submitted, /s/ Charles M. Steele Is! Stewart A. Baker Charles M. Steele Stewart A. Baker Chief of Staff Assistant Secretary for Policy National Security Division U.S. Department of Homeland Security United States Department of Justice 3801 Nebraska Avenue, N.W. 950 Pennsylvania Avenue, N.W. Washington, DC 20528 Washington, DC 20530 (202) 514—1057 March 4, 2008

AGREEMENT TEUS AGREEMENT (the "Agreement") is made as of the date of the last signature affixed hereto, by and between Verizon Business Global LLC, for itself, its Affiliates and subsidiaries (collectively and individually referred to hereafter as "Verizon Business") on the one hand, and the U.S. Department of Homeland Security ("DHS"), on the other hand (referred to individually as a "Party" and collectively as the "Parties"). RECITALS WHEREAS, U.S. communication systems are essential to the ability of the U.S. Government to fulfill its responsibilities to the public to preserve the national security of the United States, to enforce the laws, and to maintain the safety ofthe public; WHEREAS, the U.S. Government has an obligation to the public to ensure that U.S. coremunications and related information are secure in order to protect the privacy of U.S. persons and to enforce the laws of the United States; WHEREAS, it is critical to the well being of the Nation and its citizens to maintain the viability, integrity, and security of the communications systems of the United States (see e.g., Executive Order 13231, Critical Infrastructure Protection in the Information Age, and Homeland Security Presidential Directive / HSPD—7, Critical Infrastructure Identification, Prioritization, and Protection); WHEREAS, protection of Classified and Sengitive Information is also critical to U.S. national security; WHEREAS, Verizon Business is a Delaware limited liability company that through its Affiliates provides telecommunications services and other services such as advanced IP, data, voice, and wireless solutions to businesses, catriers, government, and other customers worldwide; WHEREAS, Verizon Business has certain obligations to protect from unauthorized disclosure the contents of wite and electronic communications under U.S. law; WHEREAS, certain electronic communication services, including telephone services, which Verizon Business provides are subject to U.S. privacy and electronic surveillance laws; WHEREAS, Verizon Business also has direct physical and electronic access to a variety of customer and end—user information that is subject to U.S. privacy and electronic surveillance laws; . > WHEREAS, Verizon Business has entered into an agreement with Cable & Wireless ‘Network Services Limited ("Cable & Wireless"), a company organized under the laws of Bermuda, under which Verizon Business will use its existing Manasquan cable landing station in Sea Girt, New Jersey, which is owned and operated by Verizon Business, to providecertain facilifies and services in the U.S. in support of a private submarine fiber—optic cable linking Bermuda and the United States;

. WHEREAS, thenetwork operations center for this private submarine fiber—optic cable linking Bermuda and the United States will be located in Bermuda and will be operated by Cable & Wireless; WHEREAS, Verizon Business shall configure Domestic GBCS Infrastructure so that Verizon Business can promptly and effectively interrupt in whole or in part traffic to and from the United States on the Gemini Bermuda Cable System by disabling or disconnecting circuits at the Verizon Business landing station in Sea Girt, New Jersey; WHEREAS, the demarcation point in the U.S. for network surveillance by the Gemini Bermuda Cable System network operations center shall be the optical distribution frame located in the Verizon Buginess landing station in Sea Girt, New Jersey; WHEREAS, the demarcation point in Bermuda for network visibility for Verizon Business shall be the optical distribution frame located in the Bermuda landing station; WHEREAS, on September 21, 2007, MFS CableCo U.S., Inc., applied to the Federal Communications Commission ("FCC") for a submarine cable landing license under the Cable Landing License Act of 1921‘ and Executive Order No. 10530°, FCC File No SCL—LIC— 20070925—00017 (the "Application‘"); WHEREAS, DHS will request that the FCC‘s grant of the pending Application be made subject to resolution ofissues relating to national security, law enforcement, and public safety as set forth herein, and whereas Verizon Business has agreed to enter into this Agreement with DHS to address issues raised by DHS and to jointly petition that the FCC condition the requested authorization on compliance with this Agreement; NOW THEREFORE, the Parties are entering into this Agreement to address national security, law enforcement and public safety concerns. ARTICLE 1: DEFINITION OF TERMS As used in this Agreement: 1.1 "Actess" or "Accessible" means the ability to physically or logically undertake any of the following actions:* (a) read, divert, or otherwise obtain non—public information or technology from or about software, hardware, a system or a network; (b) add, edit or alter information or technology stored on or by software, hardware, a system or a network; and (c) alter the physical or logical state of software, hardware, a system or a.network (e.g., tuning it on or off, changing configuration, removing or adding components or connections). 1.2 "Affiliate" means any entity that Verizon Business owns or Controls. 1.3 "Classified Information" shall have the meaning indicated in Executive Order 12958, as amended by Executive Order 13292, or any successor executive order, or the Atomic Energy Act of 1954, or any statute that succeeds or amends the Atomic Energy Act of 1954. 1 Pub, Lew No. 8, 674Congress, 42 Stat. 8 (1921); 47 U.S.C. §§ 34—39. 2 Exec. Ord. No. 10530 § 5(8) (May 10, 1954), reprinted as amended in 3 U.S.C. § 301. 2

14 "Control" and "Controls" means thepower, direct or indirect, whether or not exercised, and whether or not exercised or exercisable through the ownership of a majority or a dominant minority of the total outstanding voting securities of an entity, or by proxy voting, contractual arrangements, or other means, to determmine, direct, or decide tnatters affecting an entity; in particular, but without limitation, to determine, direct, take, reach, or cause decisions regarding: (a) the sale, lease, mortgage, pledge, or other transfer of any or all of the principal assets ofthe entity, whether or not in the ordinary course of business; (b) the dissolution ofthe entity; {c) the closing and/or relocation of the production or research and development facilities ofthe entity; (d) the termination or nonfulfiliment of contracts oftjne entity; (e) the amendment of the articles of incorporation or constituent agreement of the © entity with respect to the matters described in Section 1.4(@) through (d); or © Verizon Business‘s obligations under this Agreement. 150 "De facto" and "de l’uré” control have the meanings provided in 47 C.E.R. § 1.2110. 1.6 "Domestic GBCS Communications" means: (a) Wire Communications or Electronic Communications (whether stored or not) from one U.S. location to another—U.8. location; and (b) the U.S. portion of a Wire Communication or Electronic Communication (whether stored or not) that originates or terminates in the United States, but in either case (a) or (b), solely for such period of time as such Wire Communication or Electronic Communication is in transit on or stored in Domestic GBCS Infrastructure. ' © 1.7 "Domestic GBCS Infrastructure" means the Verizon Business equipment in the Manasqguan cable landing station that is used in connection with the Gemini Bermuda Cable System. 1.3 "Effective Date" means the date this Agreement becomes effective, which is the date this Agreement is signed by the last Party to sign it (as indicated by the date stated opposite that Party‘s signature). 1.9 "Electronic Communication" has the meaning given it in 18 U.S.C. §2510(12). 1.10 "Electronic Surveillance," for the purposes of this Agreement, includes: (a) the interception of wire, oral, or electronic communications as defined in 18 U.S.C. §§ 2510(1), (2), (4) and (12), respectively, and electronic surveillance as defined in 50 U.S.C. § 1801(f); (b) Access to stored wire or electronic communications, as referred to in 18 U.S.C. § 2701 ef seq.; (c) acquisition of dialing, routing, addressing, or signaling information through pen register or trap and trace devices or other devices orfeatures capable of acquiring such information pursuant to law as defined in 18 U.S.C. § 3121 ef seg. and 50 U.S.C. § 1841 et seq.; (d) acquisition of location—related information concemning a service subscriber or facility; (e) preservation of any of the above information pursuant to 18 U.S.C. § 2703(f); and (f) Access to, or acquisition, 3

interception, or préservation of, wire, oral, or electronic communications or information as described in (a) through (e) above and comparable state laws. 1.11 "Foreign" where used in this Agreement, whether capitalized or léwer'case, means non— T.S. 112 "Gemini Bermuda Cable System" or "GBCS" means the equipment, facilities and services supporting the private submarine fiber—optic cable linking Bermuda and the United States at the Manasquan cable landing station. 1.13 "Government," "Government Authority," or "Government Authorities" means any ‘government, or any governmental, administrative, or regulatory entity, authority, commission, board, agency, instrumentality, bureau or political subdivision and any court, tribunal, judicial or arbitral body. 1.14 "Intercept" or "Intercepted" has the meaning defined in 18 U.S.C. § 2510(4). 1.15 "Lawful U.S. Process" means lawful U.S. federal, state, or local Electronic Surveillance or other court orders, processes, or authorizations issued under U.S. federal, state, or local law for physical search or seizure or production oftangible things seeking Access to or disclosure of Domestic GBCS Communications, GBCS Transactional Data, or GBCS Subscriber Information. 1.16 "Management of Verizon Business" means its officers and members of the Board of Directors. © 1.17 "Pro forma assignments" or "pro forma transfers of control" are transfers that do not involve a substantial change in ownership or control as provided by Section 63.24 of the FCC‘s Rules (47 C.R.R. § 63.24). 1.18 "Sensitive Information" means information that is not Classified Information regarding: (a) the persons or facilities that are the subjects of Lawful U.S. Process; (b) the identity of the Government Authority or Government Authorities serving such Lawful U.S. Process; (c) the location or identity of the line, circuit, transmission path, or other facilities or equipment used to conduct Electronic Surveillance; (d) the means of carrying out Electronic Surveillance; or (e) the type(s) of service, telephone number(s), records, communications, or facilities subjected to Lawfal U.S. Process; as well as all other information that is not Classified Information but is: (i) designated in writing by an authorized official of a federal, state, or local law enforcement agency or a U.S. intelligence agency as "Sensitive Information," of some type recognized by the agency involved; and (ii) provided by such authorized official to Verizon Business Security Personnel. i 1.19 "Security Personnel" means the points ofcontact designated pursuant to Section 3.6. 1.20 "GBCS Subscriber Information" means all records or other information relating to customers or subscribers of Verizon Business contained in Domestic GBCS Infrastructure of the type referred to and Accessible subject to procedures specified in 18 U.S.C. § 2703(c) or (d) or 18 U.S.C. § 2709. Such information shall also be considered GBCS Subscriber Information when it is sought pursuant to the provisions of other Lawful U.S. Process. ‘ 4

1.21 "GBCS Transactional Data" means the following when part of SONET, wavelength, or other packet header or signaling information of a Domestic GBCS Coramunication but excludes the content (payload) of a Domestic GBCS Communication: (@) "call identifying information," as defined in 47 U.S.C. § 1001(2), including without limitation the telephone number or similar identifying designator; (b) any information related to the sender or recipient of that Domestic GBCS Communication, including, without limitation subscriber identification, called party number, calling party number, start time, end time, call duration, feature invocation and deactivation, feature interaction, registration information, user location, diverted to number, conference party numbers, post—cut—through dialed digit extraction, in—band and out—of—band signaling, and party add, drop and hold; (c) any information relating specifically to the identity and physical address of a customer or subscriber, or account payer, or the end—user of such customer or subscriber, or account payer, or associated with such person relating to all telephone numbers, domain names, Internet Protocol ("IP") addresses, Uniform Resource Locators ("URLs®"), other identifying designators, types of services, length of service, fees, usage including billing records and connection logs, and the physical location of equipment, if known and if different from the locatmn information provided under (e) below, (d) the time, date, size, or volume of data transfers, duration, domain names, Media Access Control ("MAC") or IP addresses (including source and destination), URL‘s, port numbers, packet sizes, protocols or services, special purpose flags, or other header information or identifying designators or characteristics, including electronic mail headers showing From: and To: addresses; and (e) as to any mode of transmission (including mobile transmissions), and to the extent permitted by ‘U.S. laws, any information indicating as closely as possible the physical location to or from which a Domestic GBCS Communication is transmitted. 1.22 "United States," "US," or "U.S." means the United States of America, including all of its States, districts, territories, possessions, commonwealths, aud the specmlmaritime and territorial jurisdiction of the Uml:ed States. 1.23 "Verizon Business" means Verizon Business Global LLC, its Affiliates, and subsidiaries. 1.24 "Wire Communication" has the meaning given it in 18 U.S.C. §2510(1). 1.25 Other Definitional Provisions. Other capitalized terms used in this Agreement and not defined in this Article shall have the meanings assigned them elsewhere in this Agreement. The definitions in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.

"Whenever the words "include," "includes,"or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." ARTICLE 2: FACILITIES, INFORMATION STORAGE AND ACCESS 2.1 © Compliance with Lawful U.S. Process. Verizon Business shall take all steps required by applicable law to configure the Domestic GBCS Infrastructure to be capable of complying, and Verizon Business employees in the United States will have authority unconstramed by Cable & Witeless to comply with: (a) Lawful U.S. Process; (b) the orders of the President of the United States in the exercise ofhis/her authority under § 706 of the Communications Act of 1934, as amended, (47 U.S.C. § 606), and under § 302(e) of the Aviation Act of 1958 (49 U.S.C. § 40107(b)) and Executive Order 11161 (as amended by Executive Order 11382); and (c) National Security and Emergency Preparedness rules, regulations and orders issued pursuant to the Communications Act of 1934, as amended (47 U.S.C. § 151 et seq.). 2.2 Information Storage and Access. Unless otherwise agreed to by the Parties, Verizon Business shall make the following available in the United States: (a) stored Domestic GBCS Communications, if such communications are stored by or on behalf of Verizon Business for any reason; (b) GBCS Transactional Data, if such data are stored by or on behalf of Verizon Business for any reason; {c) GBCS Subscriber Information, if such mfonnatmnis stored by or on behalf of Verizon Business for any reason; . (d) Network operating procedures or other information reflecting or describing Verizon Business‘s implementation of its obligations under Section 2.5, below (Network Visibility). 2.3 Storage Pursuant to 18 U.S.C. $ 2703(f). Upon a request made pursuant to 18 U.S.C. § 2703(f) by a Government Authority within the United States to preserve any informationin the United States in the possession, custody, or control of Verizon Business, including any information that is listed in Section 2.2 above, Verizon Business shall store such preserved records or other evidencein the United States. 24 Compliance with Applicable Law. Nothing in this Agreement shall excuse any Pérty fromany obligation it may have to comply with applicable legal requirements for the etention, preservation, or production of information, records or data as well as for Electronic Surveillance. 2.5 Network Visibility. Verizon Business shall configure all necessary systems so that Verizon Business will be able to view the status of the Gemini Bermuda Cable System in a 6

manner substantively equivalent to the capabilities Verizon Business would have in that regard if Verizon Business were operating a network operations center for the Gemini Bermuda Cable System. Such network visibility will be enabled on a 24x7 basis and shall be implemented in a mapnér intended to ensure Verizon Business‘s ability to comply with its obligations under this Agreement. ‘ © 2.6 Storage of Protected Information, Verizon Business shall store all Classified Information and Sensitive Information in accordance with applicable faw and this Agreement. ARTICLE 3: SECURITY 3.1 Measures to Prevent Improper Use or Access. Verizon Business shall take all reasonable measuresto prevent the use of or Access to the Domestic GBCS Infrastructure: (a) to conduct Electronic Surveillance; or (b) to Access, obtain or disclose Domestic GBCS Communications, GBCS Transactional Data, GBCS Subscriber Information, Classified Information or Sensitive Information, in each case in violation of any U.S. federal, state, or local laws or the terms of this Agreement. Upon written request of DHS, Verizon Business shall make available to DHS current versions ofits security policies and procedures for the Domestic GBCS Infrastructure, and agrees to meet and confer with the DHS and reasonably address any concerns it may raise with respect to such policies and procedures. 3.2 Access by Foreign Government Authorities. Verizon Business shall not, directly or indirecfly, disclose or permit disclosure of, or provide Access to . Domestic GBCS Communications, GBCS Transactional Data, or GBCS Subscriber Information, stored by or on behalf of Verizon Business to any person if the known purpose of such Access is to respond to the legal process or the request of or on behalf of a Foreign Government, identified representative, component or subdivision thereof, without first satisfying all applicable U.S. federal, state and local legal requirements, and without, to the maximum extent possible, having first provided notice to DHS as soon as possible and in no event later than tem (10) busimess days after such request for Access is received by Verizon Business. Verizon Business shall take reasonable measures to ensure that it will promptly learn ofall such requests for Access. 3.3 Disclosure to Foreign Government Authorities. Verizon Business shall not, directly or indirectly, knowingly disclose or permit disclosure of, or provide Access to: (a) Classified or Sensitive Information; (b) GBCS Transactional Data, GBCS Sfibscriber Information, or a copy of any Wire or Electronic Communications which have been intercepted or acquired pursuant to Lawfal U.S. Process; or (c) the existence of Lawful U.S. Pracess that is not already a matter of public recard; stored by or on behalf ofVerizon Business to any Foreign Government, identified representative, component or subdivision thereof, without satisfying all applicable U.S. federal, state and local legal requirements, and without obtaining either the express written consent of DHS or the authorization of a court ofcompetentjurisdiction in the United States, Any requests or any legal process submitted by a Foreign Government, an identified representative, a component or 7

subdivision thereof to Verizon for the communications, data or information identified in this Section that is maintained by Verizon shall be referred to DHS as soon as possible and in no event later than ten (10) business days aftéer such request or legal process is received by or knowh to Verizon, unless the disclosure of the request or legal process would be in violation of an otder of a court of competent jurisdiction within the United States. Verizon shall take reasonable measures to ensure that it will promptfly learn of all such requests or submission of legal process. 34 Notification.of Access or Disclosure Requests from Foreign Non—Governmental Entities, Within ten (10) business days after receiving legal process or requests from Foreign non—governmental entities for Access to or disclosure of Domestic GBCS Communications stored by or on behalf of Verizon Business in the United States, Verizon Business shall notify DHS in writing of such legal process or requests, unless such disclosure would violate applicable law. — 3.5 Security of Lawful U.S. Process. Verizon Business shall protect the designated confidentiality and security of all Lawful U.S. Process served upon it and the designated confidentiality and security of Classified and Sensitive Information in accordance with applicable U.S. federal and state law or regulation and this Agreement, 3.6 Points of Contact Within ten (10) business days after the Effective Date, Verizon Business shall designate points of contact within the United States with the authority and responsibility for accepting and overseeing the carrying out of various types of Lawful U.S. Process in connection with the Domestic GBCS Infrastracture. The points of contact shall be in the United States, shall be available twenty—four (24) hours—per day, seven (7) days per week and shall be responsible for accepting service on Verizon Business of specified Lawfal U.S. Process in connection with the Domestic GBCS Infrastructure. Promptly after designating such points of contact, Verizon Business shall notify DHS in writing of the points of contact and the type of Lawful U.S. Process each is designated and cleared to receive, and thereafter shall promptly notify DHS of any change in such designation. The points of contact shall be resident U.S. citizens. Verizon Business shall cooperate with any reasonable request by a Government Authority within the United States that a background check, security clearance process or both be completed for a designated point of contact. 3.7 Information Security Plan, Verizon Business shall: (a2) take appropriate measures to prevent unsuthorized Access to Classified or Sensitive Information; (b) . assign U.S. citizens to positions that handle or that regularly deal with information identifiable to such person as Sensitive Information; (c) upon request from DHS, provide the name, date of birth, and other relevant requested identifier information of each person who regularly bandles or deals with Sensitive Information; (d) require that personnel handling Classified Information shall have been granted appropriate security clearances pursuant to Executive Order 12968; 8

(e) provide that the points of contact described in Section 3.6 ofthis Agreement shall have sufficient authority over any of Verizon Business‘s employees who may handle Classified or Sensifive Information to maintain the confidentiality and security of such information in accordance with applicable U.S. legal anthority and the terms ofthis Agreement; and (8) maintain appropriately secure facilifies (e.g., offices) for the handling and storage —_ of any Classified or Sensitive Information. 3.8 Nondisclosure of Protected Data. Verizon Business shall not directly or inditectly disclose information concerning Lawful U.S. Process, Classified Information, or Sensitive Information to any third party, or to any officer, director, shareholder, employee, agent, or contractor of Verizon Business, including those who serve in a supervisory, managerial or executive role with respect to the employees working with the information, unless disclosure has been approved by prior wriften consent obtained from DHS, or there is a need for disclosure of the information in order to fulfill an obligation consistent with the purpose for which the information is collected or maintained. 3.9 Notice of Obligations,. Verizon Business shall instruct appropriate officials, employess, contractors, and agents as to Verizon Business‘s obligations under this Agreement, including the individuals‘ duty to report any violation of this Agreement and the reporting requirements in Article 4 ofthis Agreement, and shall issue periodic reminders to them of such obligations. 3.10 Access to Classified or Sensifive Information, Nothing contained in this Agreement shall limit or affect the authority of a U.S. Government Authority to deny, limit or revoke whatever access Verizon Business might have to Classified or Sensitive Information under that Government Authority‘s furisdiction. ARTICLE 4; REPORTING AND NOTICE 4.1 Filimgs Concerning de fure or de facto Control of Verizon Business,. If Verizon Business makes any filing with the FCC or any other Government Authority relating to the de facto or de jure control of Verizon Business or the Gemini Bermuda Cable System except for filings with the BCC for assignments or transfers of control that are pro forma, Verizon Business shall promptly provide to DHS written notice and copies of such filing. 4.2 Change in Control, If any member of the Management of Verizon Business learns of any information that reasonably indicates that any single foreign entity or individual, other than those already identified in connection with the pending FCC Application(s), has or will likely obtain an ownership interest (direct or indirect) in Verizon Business or the Gemini Bermuda Cable System above ten (10) percent, as determined in accordance with 47 C.F.R. § 63.09, or if any foreign entity or individual, singly orin combination with other foreign entities or individuals, has or will likely otherwise gain éither: (1) Control; or (ii) defacto or dejure control of Verizon Business, then such officer or director shall promptly cause Verizon Business, the maximum extent possible, to notify DHS in writing wtthm ten (10) business days. Notice under this Section shall, at a minimum:

(a) identify the entity or individual(s) acquiring Control (specifying the name, addresses, and telephone numbers of the entity); (b) identify the beneficial owners of the increased or prospecfive increased interest in Verizon Business by the entity or individual(s) (specifying the name, addresses, and telephone numbers of each beneficial owner); and (c) quantify the amount of ownership interest that the entity or individual(s) has or will likely obtain in Verizon Business and, if applicable, the basis for their prospective Control of Verizon Business. 4.3 Procedure and Process on Reporting. Within forty—five (45) calendar days of the Effective Date, Verizon Business shall adopt and distribute to the Management of Verizon Business, a wriften procedure or process for the reporting by the Management of Verizon Business of any noncompliance with this Agreement. This written procedure or process shall also provide for the reporting by employees, agents and contractors to the Management of Verizon Business of information that must be reported to DHS under this Article. Any violation by Verizon Business of any material term of such corporate policy shall constitute a breach of this Agreement, By a written statement, Verizon Business shall notify all relevant employees, contractors and agents that the general categories of information identified in this Article should be disclosed to the Management of Verizon Business and shall set forth in a clear and prominent manner the contact information for a senior manager to whom such information may be reported. The wriitten statement informing employees, contractors, and agents of the need to report this information shall also state that Verizon Business will not discriminate against, or otherwise take adverse action against, anyone who reports such information to the Management of Verizon Business or the United States Government, Verizon shall make such process or procedure documents available to DHS upon request. ' 44 Non—retaliation, Verizon Business shall continue and maintain fts official corporate policy that strictly prohibits Verizon Business from discriminating or taking any adverse action against any officer, director, employee, contractor, or agent because he or she has in good faith inifiated or attempted to initiate a notice or report under this Article, or has notified or attempted to notify the Management of Verizon Business to report information that he or she believes in good faith is required to be reported to DHS under either this Article or under Verizon Business‘s written notice to employees on the reporting of any such information. Any violation by Verizon Business of any material term of such corporate policy shall constitute a breach of this Agreement. Verizon shall make such process or procedure documents available to DHS upon request. ' 4.5 Reporting of Incidents, Verizon Business shall report to DHS if it learms of any information that reasonably indicates: (a) a material breach of this Agreement; (b) access to or disclosure of Domestic GBCS Communications, or the conduct of ~ Electronic Surveillance on Domestic GBCS Infrastructure, in violation offederal, state or local law or regulation; 10

(c) access to or disclosure of GBCS Transactional Data in violation of federal, state or local law or regulation {except for violations of FCC regulations relating to improper commercial use of GBCS Transactional Data or breach of customer propristary network information); orf (d) improper access to or disclosure of Classified or Sensitive Information. This report shall be made in writing by an appropriate officer of Verizon Business to DHS no later than ten {10) business days after Verizon Business learns of any information that reasonably indicates a matter described in this Section, Verizon Business shall lawfully cooperate in investigating the matters described in this Section. Verizon Business need not reportinformation where disclosure of such information would be in violation of applicable law. 4.6 Availability ofInformation and Facilities. DHS may visit, at any time upon reasonable request, any part of Verizon Business‘s Domestic GBCS Infrastructure or relevant security offices to conduct on—site reviews concerning the implementation ofthe terms of this Agreement and may at any time require copies or review of information conceming technical, physical, management, or other security measures reasonably required by DHS to verify compliancewith the terms of this Agreement. 4.7 Personnel Interviews. Upon reasonable notice from DHS, Verizon Business shall make available for interview any knowledgeable employee of Verizon Business located in the United ~ States, who is in a position to provide information to verify compliance with the terms of this: Agreement. 4.8 Annual Report. On or before the last day of January 2009 and January of each year thereafter, an appropriate officer of Verizon Business shall submit to DHS a report assessing Verizon Business‘s compliance with the terms ofthis Agreement for the preceding calendar year. The report shall include: (a) a copy of the then current policies and procedures adopted to comply with this Agreement; (b) a summatry of the changes, if any, to the policies or procedures, and the reasons . fc_:r those changes; (c) a summary of any known acts of noncompliance with the terms of this Agreement, whether inadvertent or intentional, with a discussion of what steps— have been or will be taken to prevent such acts from occurring in the future; and (d) a summary of any other events occutring duzing the reporting period that, to the knowledge of Verizon Business, will or reasonably could affect the effectiveness of or its compliance with this Agreement. 4.9 Notices. Effective upon execution of this Agreement by all the Parties, all notices and other communications relating to this Agreement, such as a proposed modification, shall be in writing and shall be deemed given as ofthe date ofreceipt and shall be sent by electronic mail (if an email is specified below or in a subsequent notice) and one of the following methods: (a) delivered petsonally, (b) sent by documented overnight courier service, or (c) sent by 11

registered or certified mail, postage prepaid, addressed to the Parties‘ designated representatives at the addresses shown below, or to such other representatives at such addresses as the Parties may designate in accordance with this Section: Department ofHomeland Security Assistant Secretary for Policy Washington, DC 20528 ip—fec@dhs.gov Verizon Business Global LLC General Counsel Verizon Business VC43E043 One Verizon Way Basking Ridge, New Jersey 07920 Email: randal.s.milch@verizonbusiness.com With a copy to: Verizon Business Director Network Engineering Room D1311 2400 North Glenville Richardson, Texas 75082 Email: george.clutter@verizonbusiness.com Notices shall be deemed received as of the date of personal delivery or the day following transmission by overnight courier or registered certified mail. A Party may change its addresses for notice under this Section by providing notice of such change to each other Party in accordance with this Section. 4.10 Protection from Disclosure. DHS shall take all reasonable measures to protect from public disclosure all information submitted by Verizon Business (or other entities in accordance with the terms ofthis Agreement) to DHS in connection with this Agreement and clearly marked with the legend "Business Confidential; subject to protection under 5 U.S.C. § 552(b); not to be released without notice to the filing party" or similar designation. Such markings shall signify that it is Verizon Business‘s position that the information so marked constitutes "trade secrets" and/or "commercial or financial information obtained from a person and privileged or confidential," or otherwise warrants protection within the meaningof 5 U.S.C. § 552(b)(4). For the purposes of 5 U.S.C. § 552(b)(4), the Parties agree that information so marked is voluntarily submifted and is exempt from disclosure under the Freedom of Information Act (5 U.S.C. § 552) under Exemption (b)(4). If a request is made under 5 U.S.C. § 552(a)(3) for information so marked, and disclosure of any information (including disclosure in redacted form) is contemplated, DHS shall notify Verizon Business of the intended disclosure as provided by Executive Order 12600, 52 Fed. Reg. 23781 (June 25, 1987), If Verizon Business objects to the notifying Party with respect to the intended disclosure and Verizon Business‘s objections are not satisfactorily resolved, DHS shall notify Verizon Business of its intention to release (as provided 12

by Section 5 of E.O. 12600) not later than ten (10) business days prior to disclosure of the challenged information. 4.11 Use of Information for U.S. Government Purposes, Nothing in this Agreement shall prevent DHS from lawfully disseminating information as appropriate to seek enforcement of this Agreement, or from lawfully sharing information as appropriate with other federal, state, or local Government Authorities to protect public safety, law enforcement, or national security interests, provided that DHS takes all reasonable measures to protect from public disclosure the information marked as described in Section 4.10. Further, nothing in this Agreement shall limit the ability of DHS to disclose this Agreement or any information related to this Agreement to _ enforce orcomply with any federal law or regulation. ARTICLE 5: FCC CONDITION 5.1 FRCC Approval. Upon the execution of this Agreement by all the Parties, DHS shall, on its own motion at an appropriate time or at the request of Verizon Business, notify the FCC that, provided the FCC adopts a condition substantially the same as set forth in Exhibit A attached ° hereto (the "Condition to FCC Authorization"), DHS has no objection to the FCC‘s grant of the pending Application described in the Recitals of this Agreement. This Section is effective upon ‘the Effective Date, provided however that in the case of a material modification or withdrawal of the Application after the execution of this Agreement the effectiveness of this Section may be suspended by DHS, and any such FCC filing is subject to the right to object reserved in Section 5.2. . 5.2 Right to Object to Future FCC Filings Verizon Business agtrees that in any application or petition by Verizon Business to the FCC for licensing or other authority filed with or granted by the FCC in connection with the Gemini Bermuda Cable System after the execution of this Agreement, except with respect to pro forma assignments or pro forme transfers of control, Verizon Business shall request that the FCC condition the grant of such licensing or other authority on compliance with the terms of this Agreement. Notwithstanding Section 7.9, DHS reserves the right to object, formally or informally, to the grant of any other FCC application or petition of Verizon Business for a license or other authorization under Titles II and TH of the Communications Act of 1934, as amended, and to seek additional or different terms that would, consistent with the public interest, address any threat to the ability of the United States to enforce the laws, preserve the national security and protect the public safety raised by the services and transactions underlying any such application or pefition. ARTICLE 6: DISPUTES 6.1 Informal Resolution. ‘The Parties shall use their best reasonable efforts to resolve any . disagreements that may arise under this Agreement. Disagreements shall be addressed, in the first instance, at the staff level by the Parties® designated representatives. The Partics shall meet by person or by phone within five (5) business days of identification of a dispute, or at such other time as they shall mutually agree. Any disagreement that has not been resolved at the staff level within ten (10) business days of such meeting shall be submitted promptly to the General Counsel of Verizon Business and the Assistant Secretary for Policy of DHS, unless DHS or Verizon Business believes that important national interests can be protected, or Verizon Business 13

believes that paramount commercial interests can be resolved, only by resorting to the measures set forth in Section 6.2. If, after meeting with higher authorized officials, any of the Parties determines that further negotiation would be fruitless, then that Party may resort to the remedies set forth in Section 6.2." Iffesohition of a disagreement requires access to Classified Information, the Parties shall designate a person or persons possessing the appropriate security clearances for the purpose ofresolving that disagreement. A Party resorting to measures set forth in Section 6.2 shall give prior written notice ofits intent to do so to each other Party. 6.2 Enforcement of Agreement,. Subject to Section 6.1 of this Agreement, if any of the Parties believes that any other Party has breached or is about to breach this Agreement, that Party may bring an action against the other Party for appropriate judicial relief. Nothing in this Agreement shall limit or affect the right of a U.S. Government Agency to: (a) request that the Party or Parties believed to have breached, or about to breach, this Agreement cure such breach within thirty (30) calendar days, or whatever shorter time period is appropriate under the circumstances, upon receiving written notice of such breach; (b) request that the FCC modify, condition, revoke, cancel, or tender null and void any license, permit, or other anthorization granted or given by the FCC to Verizon Business in connection with the Application, request that the FCC take other action, or request that the FCC impose any other appropriate sanction, including but not limited to a forfeiture or other monstary penalty, against Verizon Business; (c) seek civil sanctions for any violation by Verizon Business of any U.S. law or regulation or term of this Agreement; . (d) pursue criminal sanctions against Verizon Business, or any director, officer, employee, representative, or agent of Verizon Business, or against any other person or entity, for violations of the criminal laws ofthe United States; or (e) seek suspension or debarment ofVerizon Business from eligibility for contracting with the U.S. Government in accordance with applicable law and regulation. 6.3 Irreparable Injury. Verizon Business agrees that the United States would suffer irreparable injury if for any reason Verizon Business failed to perform any of its obligations under this Agreement, and that monetary relief would not be an adequate remedy. Accordingly, Verizon Business agrees that, in seeking to enforce this Agreement, DHS shall be entifled, in addition to any other remedy available at law or equity, to seek specific performance and, infunctive or other equitable relief. . 64 Waiver. The availability of any civil remedy under this Agreement shall not prejudice the exercise of any other civil remedy under this Agreement or under any provision of law, nor shall any action taken by a Party in the exercise of any remedy be considered a waiver by that Party of any other rights or remedies, The failure of any Party to insist on strict performance of any of the provisions of this Agreement, or to exercise any right they grant, shall not be construed as a relinquishment or future waiver; rather, the provision or right shall continue in full 14

force. No waiver by any Party of any provision or right shall be valid unless it is in writing and signed by the Party. §.5 Waiver of Immunity. Verizon Business agrees that, to the extent that it or any of its property (including FCC licenses and authorizations and intangible property) is or becomes entitled at any time to any inmunity on the ground of sovereignty or ofherwise based upon a status as an agency or instrumentality of a "Foreign State" (as defined in 18 U.S.C. § 1603) from any legal action, suit or proceeding or from setoff or counterclaim relating to this Agresment, from the jurisdiction of any competent court or the FCC, from service of process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or arbitral award, or from any other legal process in any jurisdiction, it, for itself and its property expressly, itrevocably and unconditionally waives, and agrees not to plead or claim, any such iramunity with respect to matters arising with respect to this Agreement or the obligations herein (including any obligation for the payment of money) in any proceeding brought by a U.S. federal, state, or local Government Authority, Verizon Business agrees that the waiver in this provision is irrevocable and is not subject to—withdrawal in any furisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. § 1602 et seg. The foregoing waiver shall constitute a present waiver of immunity on the ground of sovereignty or otherwise based upon a status as an agency or instrumentality of a Foreign State at any time any action is initiated by a U.S. federal, state, or local Government Authority against Verizon Business with respect to compliance with this Agreement. 6.6 Forum Selection. It is agreed by and between the Parties that a civil action among the Parties for judicial relief with respect to any dispute or matter whatsoever arising under, in connection with, or incident to, this Agreement shall be brought, if atall, in the United States District Court for the District of Columbia. ARTICLE 7: OTHER 7.1 Right to Make and Perform Agreement, Bach Party represents that it has and shall continue to have throughout the term of this Agreementthe full right to enter into this Agreement and perform its obligations hereunder and that this Agreement is a legal, valid, and binding obligation of such Party enforceable in accordance with its terms. 72 Headings. The Article and Section headings and numbering in this Agreement are inserted for convenience only and shall not affect tie meaning or interpretation of the terms of this Agrcement. 7.3 _ Other Laws, Nothing in this Agreement is intended to limit or constitute a waiver of. (a) any obligation imposed by any U.S. federal, state, or local laws on any Party, (b) any enforcement authority available under any U.S. or state laws; (c) the sovereign immunity ofthe United States; or (d) any authority the U.S. Government may possess over the activities or facilities of Verizon Business located within or outside the United States (including authority pursuant to the International Emergency Economic Powers Act). Nothing in this Agreement is intended to or is to be interpreted to require the Parties to violate any applicable law. 74 Statutory References, All references in this Agreoment to statutory provisions shall include any future amendments to such statutory provisions. 15

7.5 Non—Parties. Nothingin this Agreement is intended to confer or does confer any rights on any person other than the Parties. 7.6 Entire Agreement; Modifications, This Agreement constitutes the entire agreement: between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties with respect to the subject matter. This Agreement may only be modified by written agreement signed by all of the Parties. DHS agrees to consider promptly and in good faith possible modifications to this Agreement if Verizon Business believes that the obligations imposed on it under this Agreement are substantially more restrictive than those imposed on other U.S. and foreignlicensed service providers in like cireumstances in order to protect U.S. national security, law enforcement, and public safety concerns. Any substantial modification to this Agreement shall be reported to the FCC within thirty (30) calendar days after approval in writing by the Parties. 7.7 Severability. The provisions of this Agreement shall be severable and if any provision * thereof or the application of such provision under any circumstances is held invalid by a court of competent jurisdiction, it shall not affect any other provision ofthis Agreement or the application of any provision thereof. 7.8 Changes in Circumstances for Verizon. DHS agrees to negotiate in good faith and promptly with respect to any request by Verizon Business for relief from application of specific provisions of this Agreement if there is a change in cireumstances such that those provisions become unduly burdensome or have a demonstrably adverse effect on Verizon Business‘s competitive position. 7.9 Changes in Circumstances for DBS. If after the date that all the Parties have executed this Agreement, DHS finds that the terms of this Agreement are inadequate to address national security, law enforcement, or public safety concerns, then Verizon Business will negotiate in good faith to modify this Agreement to address those concerns. 7.10 Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile, each of which shall together constitute one and the same instrument. 7.11 Successors and Assigns. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties, and their respective successors and assigns, This Agreement shall also be binding on all subsidiaries, divisions, departments, branches, and other components or agents of Verizon Business, and on all Affiliates of—Verizon Busmess 712 Effectiveness of Agreement. Except as otherwise specifically provided in the provisions of this Agreement, the obligations imposed and rights conferred by this Agreement shall take effect upon the Effective Date. 7.13 Notice of Additional Services. Verizon Business shall provide a minimum of thirty (30) calendar days advanced notice to DHS in the event that Verizon Business or any Affiliate changes or intends to change the technical or operational plans set forth in the Recitals to this Agreement such that the material representations made therein are no longer fully accurate, true and complete. 16

This Agreement—is executed on behalf ofthe Parties: Verizon Business, « Date: ZC fiz Zfibg/ Byy J _A# ted Name: Randal 8. Milch itle: Senior Vice President & General Counsel United States Department of Homeland Security Date: By: Printed Name: Stewart A. Baker Title: Assistant Secretary for Policy 17

EXRIBIT A ~ ~~CONDITION TO FCCAUTHORIZATION IT IS FURTHER ORDERED, that this authorization and any licenses granted thereunder are subject to compliance with the provisions of the agreement (the "Agreement") between Verizon Business Global LLC, on the one hand, and the Department of Homeland Security ("DHS"), on the other, dated January__, 2008, which Agreement is designed to address national security, law enforcement, and public safety concerns of DHS regarding the authority granted herein. Nothing in the Agreement is intended to limit any obligation imposed by federal law or regulation including, but not limited to, 47 U,.S.C. §222(a) and (c)(1) and the FCC‘s implementing regulations. 18

©This Agreementis executed on behalf ofthe Parties: VerizonBusiness, By/Gusa: . , Date:jlfié ZJBX/ Piinted Name: Randal S. Milch itle: Senior Vice President & General Counsel \United States Departmipnt ofHomeland Secniity Date: MAR 0 3 2008 Prmtchame fltewartA. Baker Title: Assistant Secrotaryfor Policy 17


Document Created: 2008-03-04 11:01:05
Document Modified: 2008-03-04 11:01:05
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