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第169/72號國令
[ 葡文版本 ]
OPERATING AGREEMENT RELATING TO THE INTERNATIONAL TELECOMMUNICATIONS SATELLITE ORGANIZATION
(INTELSAT)
PREAMBLE
The Signatories to this Operating Agreement:
Considering that the States Parties to the Agreement Relating to the International Telecommunications Satellite Organization (Intelsat) have undertaken therein to sign or to designate a telecommunications entity to sign this Operating Agreement,
Agree as follows:
ARTICLE 1
(Definitions)
a) For the purpose of this Operating Agreement:
i) «Agreement» means the Agreement Relating to the International Telecommunications Satellite Organization (Intelsat);
ii) «Amortization» includes depreciation; and
iii) «Assets» includes every subject of whatever nature to which a right of ownership can attach, as well as contractual rights.
b) The definitions in article I of the Agreement shall apply to this Operating Agreement.
ARTICLE 2
(Rights and obligations of Signatories)
Each Signatory acquires the rights provided for Signatories in the Agreement and this Operating Agreement and undertakes to fulfill the obligations placed upon it by those Agreements.
ARTICLE 3
(Transfer of rights and obligations)
a) As of the date the Agreement and this Operating Agreement enter into force and subject to the requirements of article 19 of this Operating Agreement:
i) All of the property and contractual rights and all other rights, including rights in and to the space segment, owned in undivided shares by the signatories to the Special Agreement pursuant to the Interim Agreement and the Special Agreement as of such date, shall be owned by Intelsat;
ii) All of the obligations and liabilities undertaken or incurred by or on behalf of the signatories to the Special Agreement collectively in carrying out the provisions of the Interim Agreement and the Special Agreement which are outstanding as of, or arise from acts or omissions prior to, such date shall become obligations and liabilities of Intelsat. However, this subparagraph shall not apply to any such obligation or liability arising from actions or decisions taken after the opening for signature of the Agreement which, after the entry into force of the Agreement, could not have been taken by the Board of Governors without prior authorization of the Assembly of Parties pursuant to paragraph f) of article III of the Agreement.
b) Intelsat shall be the owner of the Intelsat space segment and of all other property acquired by Intelsat.
c) The financial interest in Intelsat of each Signatory shall be equal to the amount arrived at by the application of its investment share to the valuation effected pursuant to article 7 of this Operating Agreement.
ARTICLE 4
(Financial contributions)
a) Each Signatory shall make contributions to the capital requirements of Intelsat, as determined by the Board of Governors in accordance with the terms of the Agreement and this Operating Agreement, in proportion to its investment share as determined pursuant to article 6 of this Operating Agreement and shall receive capital repayment and compensation for use of capital in accordance with the provisions of article 8 of this Operating Agreement.
b) Capital requirements shall include all direct and indirect costs for the design, development, construction and establishment of the Intelsat space segment and for other Intelsat property, as well as requirements for contributions by Signatories pursuant to paragraph f) of article 8 and paragraph b) of article 18 of this Operating Agreement. The Board of Governors shall determine the financial requirements of Intelsat which shall be met from capital contributions from the Signatories.
(c) Each Signatory, as user of the Intelsat space segment, as well as all other users, shall pay appropriate utilization charges established in accordance with the provisions of article 8 of this Operating Agreement.
(d) The Board of Governors shall determine the schedule of payments required pursuant to this Operating Agreement. Interest at a rate to be determined by the Board of Governors shall be added to any amount unpaid after the date designated for payment.
ARTICLE 5
(Capital ceiling)
a) The sum of the net capital contributions of the Signatories and of the outstanding contractual capital commitments of Intelsat shall be subject to a ceiling. This sum shall consist of the cumulative capital contributions made by the signatories to the Special Agreement, pursuant to articles 3 and 4 of the Special Agreement, and by the Signatories to this Operating Agreement, pursuant to article 4 of this Operating Agreement, less the cumulative capital repaid to them pursuant to the Special Agreement and to this Operating Agreement, plus the outstanding amount of contractual capital commitments of Intelsat.
b) The ceiling referred to in paragraph a) of this article shall be 500 million U.S. dollars or the amount authorized pursuant to paragraph c) or d) of this article.
c) The Board of Governors may recommend to the Meeting of Signatories that the ceiling in effect under paragraph b) of this article be increased. Such recommendation shall be considered by the Meeting of Signatories, and the increased ceiling shall become effective upon approval by the Meeting of Signatories.
d) However, the Board of Governors may increase the ceiling up to ten percent above the limit of 500 million U.S. dollars or such higher limits as may be approved by the Meeting of Signatories pursuant to paragraph c) of this article.
ARTICLE 6
(Investment shares)
a) Except as otherwise provided in this article, each Signatory shall have an investment share equal to its percentage of all utilization of the Intelsat space segment by all Signatories.
b) For the purpose of paragraph a) of this article, utilization of the Intelsat space segment by a Signatory shall be measured by dividing the space segment utilization charges payable by the Signatory to Intelsat by the number of days for which charges were payable during the six-month period prior to the effective date of a determination of investment shares pursuant to subparagraph c)–i), c)–ii) or c)–v) of this article. However, if the number of days for which charges were payable by a Signatory for utilization during such six-month period was less than ninety days, such charges shall not be taken into account in determining investment shares.
c) Investment shares shall be determined effective as of:
i) The date of entry into force of this Operating Agreement;
ii) The first day of March of each year, provided that if this Operating Agreement enters into force less than six months before the succeeding first day of March, there shall be no determination under this subparagraph effective as of that date;
iii) The date of entry into force of this Operating Agreement for a new Signatory;
iv) The effective date of withdrawal of a Signatory from Intelsat; and
v) the date of request by a Signatory for whom Intelsat space segment utilization charges have, for the first time, become payable by that Signatory for utilization through its own earth station, provided that such date of request is not less than ninety days following the date the space segment utilization charges became payable.
d) — i) Any Signatory may request that, if any determination of investment shares made pursuant to paragraph c) of this article would result in its investment share exceeding its quota or investment shares, as the case may be, held immediately prior to such determination, it be allocated a lesser investment share, provided that such investment share shall not be less than its final quota held pursuant to the Special Agreement or than its investment share held immediately prior to the determination, as the case may be. Such requests shall be deposited with Intelsat and shall indicate the reduced investment share desired. Intelsat shall give prompt notification of such requests to all Signatories, and such requests shall be honored to the extent that other Signatories accept greater investment shares.
ii) Any Signatory may notify Intelsat that it is prepared to accept an increase in its investment share in order to accommodate requests for lesser investment shares made pursuant to subparagraph i) of this paragraph and up to what limit, if any. Subject to such limits, the total amount of reduction in investment shares requested pursuant to subparagraph i) of this paragraph shall be distributed among the Signatories which have accepted, pursuant to this subparagraph, greater investment shares, in proportion to the investment shares held by them immediately prior to the applicable adjustment.
iii) If reductions requested pursuant to subparagraph i) of this paragraph cannot be wholly accommodated among the Signatories which have accepted greater investment shares pursuant to subparagraph ii) of this paragraph, the total amount of accepted increases shall be allocated, up to the limits indicated by each Signatory accepting a greater investment share pursuant to this paragraph, as reductions to those Signatories which requested lesser investment shares pursuant to subparagraph i) of this paragraph, in proportion to the reductions requested by them under subparagraph i) of this paragraph.
iv) Any Signatory which has requested a lesser or accepted a greater investment share pursuant to this paragraph shall be deemed to have accepted the decrease or increase of its investment share, as determined pursuant to this paragraph, until the next determination of investment shares pursuant to subparagraph c)–ii) of this article.
v) The Board of Governors shall establish appropriate procedures with regard to notification of requests by Signatories for lesser investment shares made pursuant to subparagraph i) of this paragraph, and notification by Signatories which are prepared to accept increases in their investment shares pursuant to subparagraph ii) of this paragraph.
e) For the purposes of composition of the Board of Governors and calculation of the voting participation of Governors, the investment shares determined pursuant to subparagraph c)–ii) of this article shall take effect from the first day of the ordinary meeting of the Meeting of Signatories following such determination.
f) To the extent that an investment share is determined pursuant to subparagraph c)–iii) or c)–v) or paragraph h) of this article, and to the extent necessitated by withdrawal of a Signatory, the investment shares of all other Signatories shall be adjusted in the proportion that their respective investment shares, held prior to this adjustment, bear to each other. On the withdrawal of a Signatory, investment shares of 0.05 per cent determined in accordance with the provisions of paragraph h) of this article shall not be increased.
g) Notification of the results of each determination of investment shares, and of the effective date of such determination, shall be promptly furnished to all Signatories by Intelsat.
h) Notwithstanding any provision of this article, no Signatory shall have an investment share of less than 0.05 per cent of the total investment shares.
ARTICLE 7
(Financial adjustments between Signatories)
a) On entry into force of this Operating Agreement and thereafter at each determination of investment shares, financial adjustments shall be made between Signatories, through Intelsat, on the basis of a valuation effected pursuant to paragraph b) of this article. The amounts of such financial adjustments shall be determined with respect to each Signatory by applying to such valuation:
i) On entry into force of this Operating Agreement, the difference, if any, between the final quota of each Signatory held pursuant to the Special Agreement and its initial investment share determined pursuant to article 6 of this Operating Agreement;
ii) At each subsequent determination of investment shares, the difference, if any, between the new investment share of each Signatory and its investment share prior to such determination.
b) The valuation referred to in paragraph a) of this article shall be effected as follows:
i) Deduct from the original cost of all assets as recorded in Intelsat accounts as of the date of adjustment, including any capitalized return or capitalized expenses, the sum of:
A) The accumulated amortization as recorded in Intelsat accounts as of the date of adjustment, and
B) Loans and other accounts payable by Intelsat as of the date of adjustment;
ii) Adjust the results obtained pursuant to subparagraph i) of this paragraph by:
A) Adding or deducting, for the purpose of the financial adjustments on entry into force of this Operating Agreement, an amount representing any deficiency or excess, respectively, in the payment by Intelsat of compensation for use of capital relative to the cumulative amount due pursuant to the Special Agreement, at the rate or rates of compensation for use of capital in effect during the periods in which the relevant rates were applicable, as established by the Interim Communications Satellite Committee pursuant to article 9 of the Special Agreement. For the purpose of assessing the amount representing any deficiency or excess in payment, compensation due shall be calculated on a monthly basis and relate to the net amount of the elements described in subparagraph i) of this paragraph;
B) Adding or deducting, for the purpose of each subsequent financial adjustment a further amount representing any deficiency or excess, respectively, in the payment by Intelsat of compensation for use of capital from the time of entry into force of this Operating Agreement to the effective date of valuation, relative to the cumulative amount due pursuant to this Operating Agreement, at the rate or rates of compensation for use of capital in effect during the periods in which the relevant rates were applicable, as established by the Board of Governors pursuant to article 8 of this Operating Agreement. For the purpose of assessing the amount representing any deficiency or excess in payment, compensation due shall be calculated on a monthly basis and relate to the net amount of the elements described in subparagraph i) of this paragraph.
c) Payments due from and to Signatories pursuant to the provisions of this article shall be effected by a date designated by the Board of Governors. Interest at a rate to be determined by the Board of Governors shall be added to any amount unpaid after that date, except that, with respect to payments due pursuant to subparagraph a)–i) of this article, interest shall be added from the date of entry into force of this Operating Agreement. The rate of interest referred to in this paragraph shall be equal to the rate of interest determined by the Board of Governors pursuant to paragraph d) of article 4 of this Operating Agreement.
ARTICLE 8
(Utilization charges and revenues)
a) The Board of Governors shall specify the units of measurement of Intelsat space segment utilization relative to various types of utilization and, guided by such general rules as may be established by the Meeting of Signatories pursuant to article VIII of the Agreement, shall establish Intelsat space segment utilization charges. Such charges shall have the objective of covering the operating, maintenance and administrative costs of Intelsat, the provision of such operating funds as the Board of Governors may determine to be necessary, the amortization of investment made by Signatories in Intelsat and compensation for use of the capital of Signatories.
b) For the utilization of capacity available for the purposes of specialized telecommunications services, pursuant to paragraph d) of article III of the Agreement, the Board of Governors shall establish the charge to be paid for the utilization of such services. In doing so it shall comply with the provisions of the Agreement and this Operating Agreement and in particular paragraph a) of this article, and shall take into consideration the costs associated with the provision of the specialized telecommunications services as well as an adequate part of the general and administrative costs of Intelsat. In the case of separate satellites or associated facilities financed by Intelsat pursuant to paragraph e) of article V of the Agreement, the Board of Governors shall establish the charges to be paid for the utilization of such services. In doing so, it shall comply with the provisions of the Agreement and this Operating Agreement and in particular paragraph a) of this article, so as to cover fully the costs directly resulting from the design, development, construction, and provision of such separate satellites and associated facilities as well as an adequate part of the general and administrative costs of Intelsat.
c) In determining the rate of compensation for use of the capital of Signatories, the Board of Governors shall include an allowance for the risks associated with investment in Intelsat and, taking into account such allowance, shall fix the rate as close as possible to the cost of money in the world markets.
d) The Board of Governors shall institute any appropriate sanctions in cases where payments of utilization charges shall have been in default for three months or longer.
e) The revenues earned by Intelsat shall be applied, to the extent that such revenues allow, in the following order of priority:
i) To meet operating, maintenance and administrative costs;
ii) To provide such operating funds as the Board of Governors may determine to be necessary;
iii) To pay to Signatories, in proportion to their respective investment shares, sums representing a repayment of capital in the amount of the provisions for amortization established by the Board of Governors and recorded in the Intelsat accounts;
iv) To pay to a Signatory which has withdrawn from Intelsat such sums as may be due to it pursuant to article 21 of this Operating Agreement; and
v) To pay to Signatories, in proportion to their respective investment shares, the available balance towards compensation for use of capital.
f) To the extent, if any, that the revenues earned by Intelsat are insufficient to meet Intelsat operating, maintenance and administrative costs, the Board of Governors may decide to meet the deficiency by using Intelsat operating funds, by overdraft arrangements, by raising a loan, by requiring Signatories to make capital contributions in proportion to their respective investment shares or by any combination of such measures.
ARTICLE 9
(Transfer of funds)
a) Settlement of accounts between Signatories and Intelsat in respect of financial transactions pursuant to articles 4, 7 and 8 of this Operating Agreement shall be so arranged as to minimize both transfers of funds between Signatories and Intelsat and the amount of funds held by Intelsat over and above any operating funds determined by the Board of Governors to be necessary.
b) All payments between Signatories and Intelsat pursuant to this Operating Agreement shall be made in U.S. dollars or in currency freely convertible into U.S. dollars.
ARTICLE 10
(Overdrafts and loans)
a) For the purpose of meeting financial deficiencies, pending the receipt of adequate Intelsat revenues or of capital contributions by Signatories pursuant to this Operating Agreement, Intelsat may, with the approval of the Board of Governors, enter into overdraft arrangements.
b) Under exceptional circumstances and for the purpose of financing any activity undertaken by Intelsat, or of meeting any liability incurred by Intelsat, pursuant to paragraph a), b) or c) of article III of the Agreement or to this Operating Agreement, Intelsat may raise loans upon decision of the Board of Governors. The outstanding amounts of such loans shall be considered as contractual capital commitments for the purpose of article 5 of this Operating Agreement. The Board of Governors shall, in accordance with subparagraph a)–xiv) of article X of the Agreement, report fully to the Meeting of Signatories with respect to the reasons for its decision to raise any loan and the terms and conditions under which such a loan was raised.
ARTICLE 11
(Excluded costs)
The following shall not form part of the costs of Intelsat:
i) Taxes on income derived from Intelsat of any of the Signatories;
ii) Design and development expenditure on launchers and launching facilities except expenditure incurred for the adaptation of launchers and launching facilities in connection with the design, development, construction and establishment of the Intelsat space segment; and
iii) The costs of representatives of Parties and Signatories incurred in attending meetings of the Assembly of Parties, of the Meeting of Signatories, of the Board of Governors or any other meetings of Intelsat.
ARTICLE 12
(Audit)
The accounts of Intelsat shall be audited annually by independent auditors appointed by the Board of Governors. Any Signatory shall have the right of inspection of Intelsat accounts.
ARTICLE 13
(International Telecommunication Union)
In addition to observing the relevant regulations of the International Telecommunication Union, Intelsat shall, in the design, development, construction and establishment of the Intelsat space segment and in the procedures established for regulating the operation of the Intelsat space segment and of the earth stations, give due consideration to the relevant recommendations and procedures of the International Telegraph and Telephone Consultative Committee, the International Radio Consultative Committee and the International Frequency Registration Board.
ARTICLE 14
(Earth station approval)
a) Any application for approval of an earth station to utilize the Intelsat space segment shall be submitted to Intelsat by the Signatory designated by the Party in whose territory the earth station is or will be located or, with respect to earth stations located in a territory not under the jurisdiction of a Party, by a duly authorized telecommunications entity.
b) Failure by the Meeting of Signatories to establish general rules, pursuant to subparagraph b)–v) of article VIII of the Agreement, or the Board of Governors to establish criteria and procedures, pursuant to subparagraph a)–vi) of article X of the Agreement, for approval of earth stations shall not preclude the Board of Governors from considering or acting upon any application for approval of an earth station to utilize the Intelsat space segment.
c) Each Signatory or telecommunications entity referred to in paragraph a) of this article shall, with respect to earth stations for which it has submitted an application, be responsible to Intelsat for compliance of such stations with the rules and standards specified in the document of approval issued to it by Intelsat, unless, in the case of a Signatory which has submitted an application, its designating Party assumes such responsibility with respect to all or some of the earth stations not owned or operated by such Signatory.
ARTICLE 15
(Allotment of space segment capacity)
a) Any application for allotment of Intelsat space segment capacity shall be submitted to Intelsat by a Signatory or, in the case of a territory not under the jurisdiction of a Party, by a duly authorized telecommunications entity.
b) In accordance with the terms and conditions established by the Board of Governors pursuant to article X of the Agreement, allotment of Intelsat space segment capacity shall be made to a Signatory or, in the case of a territory not under the jurisdiction of a Party, the duly authorized telecommunications entity making the application.
c) Each Signatory or telecommunications entity to which an allotment has been made pursuant to paragraph b) of this article shall be responsible for compliance with all the terms and conditions established by Intelsat with respect to such allotment, unless, in the case of a Signatory which has submitted an application, its designating Party assumes such responsibility for allotments made with respect to all or some of the earth stations not owned or operated by such Signatory.
ARTICLE 16
(Procurement)
a) All contracts relating to the procurement of goods and services required by Intelsat shall be awarded in accordance with article XIII of the Agreement, article 17 of this Operating Agreement and the procedures, regulations, terms and conditions established by the Board of Governors pursuant to the provisions of the Agreement and this Operating Agreement. The services to which this article refers are those provided by juridical persons.
b) The approval of the Board of Governors shall be required before:
i) the issuing of requests for proposals or invitations to tender for contracts which are expected to exceed 500,000 U.S. dollars in value;
ii) the awarding of any contract to a value exceeding 500,000 U.S. dollars.
c) In any of the following circumstances, the Board of Governors may decide to procure goods and services otherwise than on the basis of responses to open international invitations to tender:
i) Where the estimated value of the contract does not exceed 50,000 U.S. dollars or any such higher amount as the Meeting of Signatories may decide in the light of proposals by the Board of Governors;
ii) Where procurement is required urgently to meet an emergency situation involving the operational viability of the Intelsat space segment;
iii) Where the requirement is of a predominantly administrative nature best suited to local procurement; and
iv) Where there is only one source of supply to a specification which is necessary to meet the requirements of Intelsat or where the sources of supply are so severely restricted in number that it would be neither feasible nor in the best interest of Intelsat to incur the expenditure and time involved in open international tender, provided that where there is more than one source they will all have the opportunity to bid on an equal basis.
d) The procedures, regulations, terms and conditions referred to in paragraph a) of this article shall provide for the supply of full and timely information to the Board of Governors. Upon request from any Governor, the Board of Governors shall be able to obtain, with respect to all contracts, any information necessary to enable that Governor to discharge his responsibilities as a Governor.
ARTICLE 17
(Inventions and technical information)
a) Intelsat, in connection with any work performed by it or on its behalf, shall acquire in inventions and technical information those rights, but no more than those rights, necessary in the common interests of Intelsat and the Signatories in their capacity as such. In the case of work done under contract, any such rights obtained shall be on a non-exclusive basis.
b) For the purposes of paragraph a) of this article, Intelsat, taking into account its principles and objectives, the rights and obligations of the Parties and Signatories under the Agreement and this Operating Agreement and generally accepted industrial practices, shall, in connection with any work performed by it or on its behalf involving a significant element of study, research or development, ensure for itself:
i) The right without payment to have disclosed to it all inventions and technical information generated by work performed by it or on its behalf;
ii) The right to disclose and have disclosed to Signatories and others within the jurisdiction of any Party and to use and authorize and have authorized Signatories and such others to use such inventions and technical information:
A) Without payment, in connection with the Intelsat space segment and any earth station operating in conjunction therewith; and
B) For any other purpose, on fair and reasonable terms and conditions to be settled between Signatories or others within the jurisdiction of any Party and the owner or originator of such inventions and technical information or any other duly authorized entity or person having a property interest therein.
c) In the case of work done under contract, the implementation of paragraph b) of this article shall be based on the retention by contractors of ownership of rights in inventions and technical information generated by them.
d) Intelsat shall also ensure for itself the right, on fair and reasonable terms and conditions, to disclose and have disclosed to Signatories and others within the jurisdiction of any Party, and to use and authorize and have authorized Signatories and such others to use, inventions and technical information directly utilized in the execution of work performed on its behalf but not included in paragraph b) of this article, to the extent that the person who has performed such work is entitled to grant such right and to the extent that such disclosure and use is necessary for the effective exercise of rights obtained pursuant to paragraph b) of this article.
e) The Board of Governors may, in individual cases, where exceptional circumstances warrant, approve a internet of Intelsat and, in the case of subparagraph b)–ii) and paragraph d) of this article where in the course of negotiations it is demonstrated to the Board of Governors that failure to deviate would be detrimental to the interest of Intelsat and, in the case of subparagraph b)–ii), that adherence to these policies would be incompatible with prior contractual obligations entered into in good faith by a prospective contractor with a third party.
f) The Board of Governors may also, in individual cases, where exceptional circumstances warrant, approve a deviation from the policy prescribed in paragraph c) of this article where all of the following conditions are met:
i) It is demonstrated to the Board of Governors that failure to deviate would be detrimental to the interests of Intelsat;
ii) It is determined by the Board of Governors that Intelsat should be able to ensure patent protection in any country; and
iii) Where, and to the extent that, the contractor is unable or unwilling to ensure such protection on a timely basis.
g) In determining whether and in what form to approve any deviation pursuant to paragraphs e) and f) of this article, the Board of Governors shall take into account the interests of Intelsat and all Signatories and the estimated financial benefits to Intelsat resulting from such deviation.
h) With respect to inventions and technical information in which rights were acquired under the Interim Agreement and the Special Agreement, or are acquired under the Agreement and this Operating Agreement other than pursuant to paragraph b) of this article, Intelsat, to the extent that it has the right to do so, shall upon request:
i) Disclose or have disclosed such inventions and technical information to any Signatory, subject to reimbursement of any payment made by or required of Intelsat in respect of the exercise of such right of disclosure;
ii) Make available to any Signatory the right to disclose or have disclosed to others within the jurisdiction of any Party and to use and authorize or have authorized such others to use such inventions and technical information:
A) Without payment, in connection with the Intelsat space segment or any earth station operating in conjunction therewith, and
B) For any other purpose, on fair and reasonable terms and conditions to be settled between Signatories or others within the jurisdiction of any Party and Intelsat or the owner or originator of such inventions and technical information or any other duly authorized entity or person having a property interest therein, and subject to reimbursement of any payment made by or required of Intelsat in respect of the exercise of such rights.
i) To the extent that Intelsat acquires the right pursuant to subparagraph b)–i) of this article to have inventions and technical information disclosed to it, it shall keep each Signatory which so requests informed of the availability and general nature of such inventions and technical information. To the extent that Intelsat acquires rights pursuant to the provisions of this article to make inventions and technical information available to Signatories and others in the jurisdiction of Parties, it shall make, such rights available upon request to any Signatory or its designee.
j) The disclosure and use, and the terms and conditions of disclosure and use, of all inventions and technical information in which Intelsat has acquired any rights shall be on a non-discriminatory basis with respect to all Signatories and their designees.
ARTICLE 18
(Liability)
a) Neither Intelsat nor any Signatory, in its capacity as such, nor any director, officer or employee of any of them nor any representative to any organ of Intelsat acting in the performance of their functions and within the scope of their authority, shall be liable to, nor shall any claim be made against any of them by, any Signatory or Intelsat for loss or damage sustained by reason of any unavailability, delay or faultiness of telecommunication services provided or to be provided pursuant to the Agreement or this Operating Agreement.
b) If Intelsat or any Signatory, in its capacity as such, is required, by reason of a binding decision rendered by a competent tribunal or as a result of a settlement agreed to or concurred in by the Board of Governors, to pay any claim, including any costs and expenses associated therewith, which arises out of any activity conducted or authorized by Intelsat pursuant to the Agreement or to this Operating Agreement, to the extent that the claim is not satisfied through indemnification, insurance or other financial arrangements, the Signatories shall notwithstanding any ceiling established by or pursuant to article 5 of this Operating Agreement, pay to Intelsat the amount unsatisfied on such claim in proportion to their respective investment shares as of the date the payment by Intelsat of such claim is due.
c) If such a claim is asserted against a Signatory, that Signatory, as a condition of payment by Intelsat of the claim pursuant to paragraph b) of this article, shall without delay provide Intelsat with notice thereof, and shall afford Intelsat the opportunity to advise and recommend on or to conduct the defense or other disposition of the claim and, to the extent permitted by the law of the jurisdiction in which the claim is brought, to become a party to the proceeding either with such Signatory or in substitution for it.
ARTICLE 19
(Buy-out)
a) Consonant with the provisions of articles IX and XV of the Interim Agreement, the Board of Governors shall, as soon as practicable and not later than three months after entry into force of this Operating Agreement, determine, in accordance with paragraph d) of this article, the financial status in relation to Intelsat of each signatory to the Special Agreement for which, in its capacity as a State, or for whose State the Agreement, on its entry into force, had neither entered into force nor been applied provisionally. The Board of Governors shall notify each such signatory in writing of its financial status and the rate of interest thereon. This rate of interest shall be close to the cost of money in world markets.
b) A signatory may accept the assessment of its financial status and the rate of interest as notified pursuant to paragraph a) of this article or as may otherwise have been agreed between the Board of Governors and this signatory. Intelsat shall pay to such signatory, in U.S. dollars or in another currency freely convertible into U.S. dollars, within ninety days of such acceptance, or within such greater period as may be mutually agreed, the amount so accepted, together with interest thereon from the date of entry into force of this Operating Agreement to the date of payment.
c) If there is a dispute between Intelsat and a signatory as to the amount or the rate of interest, which cannot be settled by negotiation within the period of one year from the date of notification pursuant to paragraph a) of this article, the amount and rate of interest notified shall remain the standing offer by Intelsat to settle the matter, and the corresponding funds shall be set aside at the disposal of such signatory. Provided that a mutually acceptable tribunal can be found, Intelsat shall refer the matter to arbitration if the signatory so requests. Upon receipt of the decision of the tribunal, Intelsat shall pay to the signatory the amount decided by the tribunal in U.S. dollars or in another currency freely convertible into U.S. dollars.
d) For the purpose of paragraph a) of this article, the financial status shall be determined as follows:
i) Multiply the final quota held by the signatory pursuant to the Special Agreement by the amount established from the valuation effected pursuant to paragraph b) of article 7 of this Operating Agreement as of the date of entry into force of this Operating Agreement; and
ii) From the resulting product deduct any amounts due from that signatory as of the date of entry into force of this Operating Agreement.
e) No provision of this article shall:
i) Relieve a signatory described in paragraph a) of this article of its share of any obligations incurred by or on behalf of the signatories to the Special Agreement collectively as the result of acts or omissions in the implementation of the Interim Agreement and the Special Agreement prior to the date of entry into force of this Operating Agreement; or
ii) Deprive such a signatory of any rights acquired by it, in its capacity as such, which would otherwise continue after the termination of the Special Agreement and for which the signatory has not already been compensated pursuant to the provisions of this article.
ARTICLE 20
(Settlement of disputes)
a) All legal disputes arising in connection with the rights and obligations under the Agreement or this Operating Agreement between Signatories with respect to each other, or between Intelsat and a Signatory or Signatories, if not otherwise settled within a reasonable time, shall be submitted to arbitration in accordance with the provisions of Annex C to the Agreement.
b) All such disputes arising between a Signatory and a State or telecommunications entity which has ceased to be a Signatory, or between Intelsat and a State or telecommunications entity which has ceased to be a Signatory, and which arise after such State or telecommunications entity ceased to be a Signatory, if not otherwise settled within a reasonable time, shall be submitted to arbitration, and may be submitted to arbitration in accordance with the provisions of Annex C to the Agreement provided the disputants in any given dispute so agree. If a State or telecommunications entity ceases to be a Signatory after an arbitration in which it is a disputant has commenced, such arbitration shall be continued and concluded in accordance with the provisions of Annex C to the Agreement, or, as the case may be, with the other provisions under which the arbitration is being conducted.
c) All legal disputes arising in connection with agreements or contracts that Intelsat may conclude with any Signatory shall be subject to the provisions on settlement of disputes contained in such agreements or contracts. In the absence of such provisions, such disputes, if not otherwise settled within a reasonable time, shall be submitted to arbitration in accordance with the provisions of Annex C to the Agreement.
d) If upon entry into force of this Operating Agreement, any arbitration is in progress pursuant to the Supplementary Agreement on Arbitration dated June 4, 1965, the provisions of that Agreement shall remain in force with respect to such arbitration until its conclusion. If the Interim Communications Satellite Committee is a party to any such arbitration, Intelsat shall replace it as a party.
ARTICLE 21
(Withdrawal)
a) Within three months after the effective date of withdrawal of a Signatory from Intelsat pursuant to article XVI of the Agreement, the Board of Governors shall notify the Signatory of the evaluation by the Board of Governors of its financial status in relation to Intelsat as of the effective date of its withdrawal and of the proposed terms of settlement pursuant to paragraph c) of this article.
b) The notification pursuant to paragraph a) of this article shall include a statement of:
(i) The amount payable by Intelsat to the Signatory, calculated by multiplying the investment share held by the Signatory as of the effective date of its withdrawal by the amount established from a valuation effected pursuant to paragraph b) of article 7 of this Operating Agreement as of that date;
ii) Any amounts to be paid by the Signatory to Intelsat, pursuant to paragraph g), j) or k) of article XVI of the Agreement, representing its share of capital contributions for contractual commitments specifically authorized prior to the receipt by the appropriate authority of notice of its decision to withdraw or, as the case may be, prior to the effective date of its withdrawal, together with the proposed schedule for the payments to meet the said contractual commitments; and
iii) Any amounts due from the Signatory to Intelsat as of the effective date of its withdrawal.
c) The amounts referred to in subparagraphs b)–i) and b)–ii) of this article shall be repaid by Intelsat to the Signatory over a period of time consistent with the period over which other Signatories will be repaid their capital contributions, or over such lesser period as the Board of Governors may consider appropriate. The Board of Governors shall determine the rate of interest to be paid to or by the Signatory in respect of any amounts which may, from time to time, be outstanding for settlement.
d) In its evaluation pursuant to subparagraph b)–ii) of this article, the Board of Governors may decide to relieve the Signatory in whole or in part of its responsibility for contributing its share of the capital contributions necessary to meet both contractual commitments specifically authorized and liabilities arising from acts or omissions prior to the receipt of notice of withdrawal or, as the case may be, prior to the effective date of withdrawal of the Signatory pursuant to article XVI of the Agreement.
e) Except as may be decided by the Board of Governors pursuant to paragraph d) of this article, no provision of this article shall:
i) Relieve a Signatory referred to in paragraph a) of this article of its share of any non-contractual obligations of Intelsat arising from acts or omissions in the implementation of the Agreement and the Operating Agreement prior to the receipt of notice of its decision to withdraw or, as the case may be, prior to the effective date of its withdrawal; or
ii) Deprive such a Signatory of any rights acquired by it, in its capacity as such, which would otherwise continue after the effective date of its withdrawal, and for which the Signatory has not already been compensated pursuant to the provisions of this article.
ARTICLE 22
(Amendments)
a) Any Signatory, the Assembly of Parties or the Board of Governors may propose amendments to this Operating Agreement. Proposed amendments shall be submitted to the executive organ, which shall distribute them promptly to all Parties and Signatories.
b) The Meeting of Signatories shall consider each proposed amendment at its first ordinary meeting following its distribution by the executive organ, or at an earlier extraordinary meeting convened in accordance with the provisions of article VIII of the Agreement, provided that the proposed amendment has been distributed by the executive organ at least ninety days before the opening date of the meeting. The Meeting of Signatories shall consider any views and recommendations which it receives from the Assembly of Parties or the Board of Governors with respect to a proposed amendment.
c) The Meeting of Signatories shall take decisions on each proposed amendment in accordance with the provisions relating to quorum and voting contained in article VIII of the Agreement. It may modify any proposed amendment, distributed in accordance with paragraph b) of this article, and may also take decisions on any amendment not so distributed but directly consequential to a proposed or modified amendment.
d) An amendment which has been approved by the Meeting of Signatories shall enter into force in accordance with paragraph e) of this article after the Depositary has received notice of approval of the amendment from either:
i) Two-thirds of the Signatories which were Signatories as of the date upon which the amendment was approved by the Meeting of Signatories, provided that such two-thirds include Signatories which then held at least two-thirds of the total investment shares; or
ii) A number of Signatories equal to or exceeding eighty five per cent of the total number of Signatories which were Signatories as of the date upon which the amendment was approved by the Meeting of Signatories, regardless of the amount of investment shares which such Signatories then held.
Notification of the approval of an amendment by a Signatory shall be transmitted to the Depositary by the Party concerned, and such a notification shall signify the acceptance by the Party of such amendment.
e) The Depositary shall notify all the Signatories as soon as it has received the approvals of the amendment required by paragraph d) of this article for the entry into force of an amendment. Ninety days after the date of issue of this notification, the amendment shall enter into force for all Signatories, including those that have not yet approved it and have not withdrawn from Intelsat.
f) Notwithstanding the provisions of paragraphs d) and e) of this article, an amendment shall not enter into force later than eighteen months after the date it has been approved by the Meeting of Signatories.
ARTICLE 23
(Entry into force)
a) This Operating Agreement shall enter into force for a Signatory on the date on which the Agreement enters into force, in accordance with paragraphs a) and d) or paragraphs b) and d) of article XX of the Agreement, for the Party concerned.
b) This Operating Agreement shall be applied provisionally for a Signatory on the date on which the Agreement is applied provisionally, in accordance with paragraphs c) and d) of article XX of the Agreement, for the Party concerned.
c) This Operating Agreement shall continue in force for as long as the Agreement is in force.
ARTICLE 24
(Depositary)
a) The Government of the United States of America shall be the Depositary for this Operating Agreement, the texts of which in English, French and Spanish are equally authentic. This Operating Agreement shall be deposited in the archives of the Depositary, with which shall also be deposited notifications of approval of amendments, of substitution of a Signatory pursuant to paragraph f) of article XVI of the Agreement, and of withdrawals from Intelsat.
b) The Depositary shall transmit certified copies of the texts of this Operating Agreement to all Governments and all designated telecommunications entities which have signed it, and to the International Telecommunication Union, and shall notify those Governments, designated telecommunications entities, and the International Telecommunication Union, of signatures of this Operating Agreement, of commencement of the sixty-day period referred to in paragraph a) of article XX of the Agreement, of the entry into force of this Operating Agreement, of notifications of approval of amendments and of the entry into force of amendments to this Operating Agreement. Notice of the commencement of the sixty-day period shall be issued on the first day of that period.
c) Upon entry into force of this Operating Agreement, the Depositary shall register it with the Secretariat of the United Nations in accordance with article 102 of the Charter of the United Nations.
In witness whereof, the undersigned duly authorized thereto have signed this Operating Agreement.
Done at Washington, on the 20th day of August, 1971.
ANNEX
Transition provisions
(1) Obligations of Signatories
Each Signatory to this Operating Agreement which was, or whose designating Party was, a party to the Interim Agreement shall pay, or shall be entitled to receive, the net amount of any sums due pursuant to the Special Agreement as of the date of entry into force of the Agreement, from or to such party, in its capacity as a signatory to the Special Agreement, or from or to its designated signatory to the Special Agreement.
(2) Establishment of the Board of Governors
a) On the date of commencement of the sixty-day period referred to in paragraph a) of article XX of the Agreement, and thereafter at weekly intervals, the Communications Satellite Corporation shall notify all signatories to the Special Agreement and States or telecommunications entities designated by States for whom this Operating Agreement will come into force, or will be applied provisionally, on the date of entry into force of the Agreement, of the estimated initial investment share of each such State or telecommunications entity pursuant to the provisions of this Operating Agreement.
b) During the said sixty-day period, the Communications Satellite Corporation shall make the necessary administrative preparations for the convening of the first meeting of the Board of Governors.
c) Within three days after the date of entry into force of the Agreement, the Communications Satellite Corporation, acting pursuant to paragraph 2 of Annex D to the Agreement, shall:
i) Inform all Signatories for whom this Operating Agreement has come into force or has been applied provisionally of their initial investment shares determined pursuant to article 6 of this Operating Agreement; and
ii) Inform all such Signatories of the arrangements made for the first meeting of the Board of Governors, which shall be convened not more than thirty days after the date of entry into force of the Agreement.
3) Settlement of Disputes
Any legal dispute which may arise between Intelsat and the Communications Satellite Corporation in connection with the rendering of services by the Corporation to Intelsat, between the date of entry into force of this Operating Agreement and the effective date of the contract arranged pursuant to subparagraph a)–ii) of article XII of the Agreement, if not otherwise settled within a reasonable time, shall be submitted to arbitration in accordance with the provisions of Annex C to the Agreement.
ACORDO DE EXPLORAÇÃO RELATIVO À ORGANIZAÇÃO INTERNACIONAL DE TELECOMUNICAÇÕES POR SATÉLITES
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