<ОПЕРАЦИОННОЕ СОГЛАШЕНИЕ О МЕЖДУНАРОДНОЙ ОРГАНИЗАЦИИ СПУТНИКОВОЙ СВЯЗИ ИНТЕЛСАТ> [англ.](Вместе с <ПОЛОЖЕНИЯМИ ПЕРЕХОДНОГО ПЕРИОДА>)(Заключено в г. Вашингтоне 20.08.1971)(с изм. и доп. от 04.04.1995)
OPERATING AGREEMENT
RELATING TO THE INTERNATIONAL
TELECOMMUNICATIONS
SATELLITE ORGANIZATION "INTELSAT"
(Washington,
20.VIII.1971)
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 it be allocated a lesser investment share. 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 or greater than 150
percent of its percentage of all utilization of the INTELSAT space segment by
all Signatories determined pursuant to the provisions of paragraph (b) of this
Article.
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
