Settlement Agreement



 Exhibit 10.69 
  
 SETTLEMENT AGREEMENT 
  

THIS SETTLEMENT AGREEMENT (the “Settlement Agreement”) is entered into this l0th day of October 2000 between Tyco Group S.a.r.l. (“Tyco Group”), TyCom (US) Inc. (“TyCom US”, previously known as Tyco Submarine Systems
Ltd. (“TSSL”)), Tyco International Ltd. (“Tyco Bermuda”), Tyco International (US) Inc. (“Tyco US”), and TyCom Ltd. (“TyCom”) (collectively, “Tyco”), on the one hand, and IDT Europe B.V.B.A.
(“IDT Europe”) and IDT Corporation (“IDT Corp.”) (IDT Europe, IDT Corp, and any Permitted Transferees described below collectively, “IDT”), on the other hand, to resolve certain disputes arising among them under a
Memorandum of Understanding dated November 9, 1999 between IDT Europe and Tyco Group (the “MOU”) and an Instruction to Proceed dated November 9, 1999 between IDT Europe and TSSL (the “ITP”). 
  
 RECITALS 
  
 WHEREAS, on January 31, 2000, IDT Europe filed a complaint asserting claims against Tyco Group and TSSL in the United States
District Court for the District of New Jersey, Civil Action No. 00-450 (JAG) (the “New Jersey Federal Action”); 
  
 WHEREAS, Tyco Group and TSSL filed a motion to dismiss the New Jersey Federal Action on the ground that the court lacked subject matter jurisdiction,
which motion was granted without prejudice in an order dated June 5, 2000; 
  
 WHEREAS, on March 24, 2000, Tyco Group, TSSL, Tyco Bermuda, Tyco US, and TyCom filed a complaint asserting claims against IDT Europe and IDT Corp. in the Supreme Court of the State of New York, County of New York,
Index No. 601302/00, Case No. 15812 (the “New York State Action”); 
  
 WHEREAS, IDT Corp. filed a motion to dismiss the New York State Action, which motion was denied in an order dated June 19, 2000; 
  

WHEREAS, IDT Europe filed a motion to dismiss the New York State Action, which motion has been referred to a special referee to hear and report with
recommendations; 
  
 WHEREAS, on June 13, 2000, IDT Europe filed a
complaint asserting claims against Tyco Group, TSSL, Tyco Bermuda, and Tyco US in the Superior Court of New Jersey, Law Division, Morris County, Docket No. L-1852-00 (the “New Jersey State Action”); 
  
 WHEREAS, Tyco Group, TSSL, Tyco Bermuda, and Tyco US filed a motion to
dismiss the New Jersey State Action on comity grounds, which motion was granted without prejudice in an order dated August 18, 2000; 
  
  WHEREAS, Tyco Group, TSSL, Tyco Bermuda, Tyco US, and TyCom expressly deny the validity of the claims asserted against them by IDT Europe and IDT Corp.;

   
 WHEREAS, IDT Europe and IDT Corp. expressly deny the
validity of the claims asserted against them by Tyco Group, TSSL, Tyco Bermuda, Tyco US, and TyCom; 







 WHEREAS, Tyco, IDT Europe and IDT Corp. desire to resolve fully and finally all differences between them
and settle the New Jersey Federal Action, the New York State Action, the New Jersey State Action, and all claims that have been or could have been asserted by each other against the other; 
  
  WHEREAS, TyCom is deploying a global undersea fiber optic network called
the TyCom Global Network consisting of several phases, the first phase of which will offer a cross-sectional cable capacity of up to 7.28 terabits over a fully integrated system that will span more than 70,000 undersea kilometers and connect over 25
major telecommunications cities around the globe and include the following two zones, (a) the TyCom Transatlantic Network (“Transatlantic”) contemplated to consist of two (2) 4-fiber pair Transatlantic segments across geographically
diverse routes between the US and UK with backhaul to New York City and London with a “Ready for Service” currently scheduled for September, 2001, and (b) the TyCom Transpacific Network (“Transpacific”) contemplated to consist of
five (5) 8-fiber pair segments connecting the US, Guam and Japan across geographically diverse routes with backhaul to Los Angeles, California; Portland, Oregon and Tokyo, with a “Ready for Service Date” currently scheduled by second
quarter of 2002 (“TGN Phase 1”); a route map and description for TGN Phase 1 is attached hereto as Appendix C. 
   
 NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties to this Settlement Agreement agree as follows: 
  
  Section 1. Release. Effective as of the date of this Settlement Agreement, except for rights, liabilities, and obligations expressly set forth in
this Settlement Agreement, each of the parties hereto, for itself and its predecessors, successors, present and former affiliates, subsidiaries, parents, assigns, officers, directors, stockholders, employees, and agents (each, a “Releasing
Party”), hereby forever releases, waives, and discharges each of the other parties hereto and its predecessors, successors, present and former affiliates, subsidiaries, parents, assigns, officers, directors, stockholders, employees, and agents
(each, a “Released Party”) from any and all manner of actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, controversies, agreements, promises, damages, judgments, executions, claims, counterclaims, demands,
and other forms of liability whatsoever, in law or equity, known or unknown, that any Releasing Party ever had, now has, or hereafter can, shall, or may have against any Released Party from the beginning of the world to the day of the date of this
Settlement Agreement, including without limitation, any claims under the MOU or the ITP and any claims that have been or could have been brought by such party in the New Jersey Federal Action, the New York State Action, or the New Jersey State
Action. 
   
 Section 2. Business Arrangements. TyCom
agrees to provide to IDT Europe for the exclusive use of IDT, a fifteen (15) year indefeasible right to use 2 (two) l0Gb/s wavelengths (each wavelength consists of two geographically diverse routes in a ring configuration, including WDM equipment
but less the network protection switching equipment (“NPE”)(hereinafter referred to as the “Ring Configuration”)) on TGN Phase 1 of Transatlantic (see Appendix A attached hereto) and 2 (two) l0Gb/s wavelengths in a Ring
Configuration (each wavelength consists of two geographically diverse routes in a Ring Configuration) on TGN Phase 1 of Transpacific (see Appendix B attached hereto), (herein, individually as “Wavelength”, and 
  

 - 2 - 








 jointly as the “Wavelengths”) consistent with TyCom’s standard capacity product offering aid as described
herein (“IRU”); it being understood that if the bandwidth attributable to any of the Wavelength is increased beyond 10 Gb/s prior to the applicable Handover Date, then any such increase in bandwidth shall be deemed to be part of the
relevant Wavelength. The term of the IRU with respect to each Wavelength shall commence on the applicable Handover Date described below. The IRU may not (x) be assigned or transferred to any third party, other than (i) to majority owned (more than a
50% equity interest) affiliates or subsidiaries of IDT Corp. and (ii) to Net2Phone, Inc. (collectively, the “Permitted Transferees”) or (y) be resold except as set forth in Section 2(d). The IRU shall be documented pursuant to definitive
agreements to be mutually agreed upon and, in any event, containing terms and conditions consistent with those described herein. 
  
 a. Handover Dates. The Handover Dates for the Wavelengths shall be as follows: 
  
 i. Transatlantic 
  
 First Wavelength: 6 (six) months after the Ready for Service Date of the TyCom Transatlantic Network. 
  
 Second Wavelength: 18 (eighteen) months after the Ready for Service Date of
the TyCom Transatlantic Network. 
  
 ii.
Transpacific 
  
 First Wavelength: 6 (six) months
after the Ready for Service Date of the TyCom Transpacific Network. 
  
 Second Wavelength: 18 (eighteen) months after the Ready for Service Date of the TyCom Transpacific Network. 
  
 b. Price. TyCom will provide the the IRU to IDT on both the Transatlantic and Transpacific networks free of charge. 
  
 c. OA&M. OA&M for the Wavelengths utilized by IDT will be
provided by TyCom for a fifteen (15) year period after the relevant Handover Date free of charge. The OA&M shall be consistent with TyCom’s standard offering to similarly situated paying customers with like requirements during the same time
frame and of similar quantities on Transatlantic and Transpacific of TGN Phase 1 (hereinafter “Similarly Situated Customers”), shall be documented pursuant to definitive agreements to be mutually agreed upon and, in any event, shall
contain terms and conditions consistent with those described herein. 
  
 d. Resale of Capacity. Any unused capacity on the Wavelengths may be resold, but TyCom shall be IDT’s sole and exclusive agent for the resale of any such capacity and shall not be entitled to commission or fees. The Parties
understand and agree that the resale of such capacity must be in a manner so as to facilitate an orderly resale of capacity on the TGN Phase 1, as determined by TyCom at its reasonable discretion. IDT may not exercise its right of resale on

  

 - 3 - 








 any capacity for any Wavelength until: (i) for the First Wavelengths for both the Transatlantic and Transpacific, 12
months after Handover of each respective Wavelength; and (ii) for the Second Wavelengths for both the Transatlantic and Transpacific, 6 months after Handover of each respective Wavelength. IDT must provide TyCom written notification of its desire to
sell capacity by identifying the amount of capacity to be sold, the data rate per unit available and the specific transmission path. TyCom shall consider any of the resale of IDT’s capacity as the “next in inventory” to be sold and
will use efforts consistent with its own efforts to sell capacity for its own account on TGN Phase 1 to sell such capacity at the then current market rates. TyCom will inform IDT of the next in inventory price for such capacity and if within ten
(10) business days after such notification, IDT is not satisfied with the price, IDT may withdraw such capacity from resale. IDT shall be deemed to accept the price if it fails to object within ten (10) days after notification. Payment for the
resold capacity shall be paid to IDT in US dollars and in immediately available funds within ten (10) days of receipt of payment by TyCom from the purchaser of the resold capacity. 
  
 e. Most Favored Nation Provisioning of Capacity. TyCom will offer to IDT the provisioning, installation,
commissioning and acceptance testing of the NPE, which includes SDH equipment (or any substitute therefor then offered by TyCom to its Similarly Situated Customers (“Substitute”)) necessary for the provisioning of protected capacity on
each of the Wavelengths, according to IDT’s configuration requirements, priced at the lowest rate or prices which TyCom is offering to its other Similarly Situated Customers. Any purchase of the NPE, which includes SDH equipment (or any
Substitute therefor) and OA&M for such NPE, which includes the SDH equipment (or any Substitute therefor) shall be subject to separate agreements to be mutually agreed by the parties and, in any event, containing terms and conditions consistent
with those described herein and, in the absence of a specific provision herein, consistent with those provided to Similarly Situated Customers. 
  
 f. Portability. Twelve (12) months after the applicable Handover Date, IDT will have the option, exercisable once each twelve (12) months
thereafter or such period of time TyCom allows its other Similarly Situated Customers (whichever is more frequent), to convert the available capacity on its Wavelengths to available equivalent capacity on another portion of TGN Phase 1 in units of
STM-1, STM-4 or STM-16 or any other unit in which TyCom then makes capacity available to its Similarly Situated Customers on the relevant routes. Such capacity swapping will be based on the then prevailing market value basis of such regional
capacity. Such new units to be swapped on another portion of TGN Phase 1 shall be rounded down, without any cash compensation to IDT, based on their market value, to the nearest whole unit (for example: 2 STM-1s of capacity on one or more routes
valued at US$2 million may be swapped for $2 million worth of capacity on one or more other routes, which may rounded down to 1 STM-1 unit of capacity). IDT may, at its option, elect to round up to such nearest whole unit of capacity by paying the
difference in dollar value, in cash, to TyCom. Any payment due to TyCom must be made within five (5) days of service being made available on the swapped capacity. Swapping shall be limited to units of STM-1, STM-4 or STM-16 or any other unit in
which TyCom then makes capacity available on the relevant routes. Swapping capacity between portions of TyCom’s network will be subject to availability. IDT shall give 45 days prior written notice to TyCom of its desire to swap such capacity by
identifying the amount of capacity to be swapped. 
  

 - 4 - 








 g. Collocation. TyCom will offer to IDT collocation services (including collocation in the
TelExchangeTM Centers and Cable Stations), priced
at the prevailing market rate or prices which TyCom is offering to its other Similarly Situated Customers, subject to terms and conditions mutually agreed upon between TyCom and IDT in a separately negotiated agreement. 
  
 Section 3. Dismissal of New York State Action with Prejudice.
Simultaneously with the execution of this Settlement Agreement, the parties hereto agree to execute a Stipulation of Discontinuance With Prejudice, in the form attached as Exhibit A, without costs to any party, to be filed in the New York State
Action. The parties agree to take any other and further action, and to deliver any other documents, reasonably required to ensure the dismissal with prejudice of the New York State Action. 
  
 Section 4. Dismissal of New Jersey State Action with Prejudice.
Simultaneously with the execution of this Settlement Agreement, the parties hereto agree to execute a Stipulation of Dismissal with Prejudice, in the form attached as Exhibit B, without costs to any party, to be filed in the New Jersey State Action.
The parties agree to take any other and further action, and to deliver any other documents, reasonably required to ensure the dismissal with prejudice of the New York State Action. 
  
 Section 5. Termination of the MOU and the ITP. Effective as of the date of this Settlement Agreement, the MOU and the
ITP are terminated, and no party to this Settlement Agreement shall have any liabilities or obligations with respect thereto, except that Article 3 of the MOU relating to restrictions on public disclosure and the corresponding terms in the ITP
relating to restrictions on public disclosure shall continue in full force and effect. 
  
 Section 6. Confidentiality. Subject to Section 7 hereof, from the date of this Settlement Agreement forward, unless compelled by judicial process to appear in any proceeding, to provide sworn testimony, or to
produce documents, the parties hereto shall not discuss or disclose, generally or specifically, the terms of this Settlement Agreement with anyone not a signatory to this Settlement Agreement, for any purpose except with respect to the effectuation
or enforcement of this Settlement Agreement, and, excepting as necessary, the parties’ parents, subsidiaries, affiliates, successors, attorneys, accountants, and insurance companies or their agents, and, excepting as necessary, regulatory
authorities and tax authorities. If so compelled, each party hereto agrees that it shall promptly notify the other parties so that the other parties may take whatever action they deem appropriate. 
  
 Section 7. Public Announcements. Before issuing any press release or
making any public statement with respect to this Settlement Agreement and the other transactions contemplated hereby, the parties shall agree on the form of any such press release or public statement, it being understood that in the absence of such
agreement no such public disclosure shall be made; provided, however, that nothing herein shall prohibit any party from making any disclosure that is required by law or stock exchange rules or the rules of any other securities exchange, provided
that such party shall give the other party advance notice of, and an opportunity to comment upon, such disclosure. 
  
 Section 8. Destruction or Return of Documents Produced in Litigation. Within seven (7) days of the date of this Settlement Agreement, each party to
this Settlement Agreement shall 
  

 - 5 - 








 return all documents produced during the course of litigation to the producing party, along with all copies thereof, or
confirm in writing that all such documents and copies have been destroyed. 
  
 Section 9. Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed duly given when delivered either by overnight courier or by certified mail, return
receipt requested, and duly addressed as indicated below or to such changed address as may be subsequently designated in writing: 
  
 For Tyco Group, TSSL, Tyco Bermuda, Tyco US, and TyCom: 
  
 Byron Kalogerou, Esq. 
 TyCom Networks Limited 
 The Zurich Centre 
 Second Floor 
 90 Pitts Bay Road 
 Pembroke HM 08, Bermuda 
  
 and 
  

Noriko E. Okamoto, Esq. 
 TyCom (US) Inc. 
 Patriot’s Plaza 
 60 Columbia Turnpike 
 Morristown, NJ 07960 
  
 For IDT Europe and IDT Corporation: 
  
 Motti Lichtenstein 
 IDT Corporation 
 520 Broad Street

 Newark, NJ 07102 
  
 and 
  
 Alan M. Grayson, Esq. 
 Grayson & Kubli, P.C. 
 1568 Spring Hill Road, Suite 1800 
 McLean, Virginia 22102 
  
 Section 10. Governing Law. This Settlement Agreement shall be governed by, and shall be construed in accordance with, the substantive and
procedural laws of the State of New York without regard to the conflicts provisions thereof. If any party to the Settlement Agreement brings an action to enforce the terms of the Settlement Agreement, the Supreme Court of the State of New York,
County of New York, will have exclusive jurisdiction over the action. 
  
 Each of
the parties to this Settlement Agreement unconditionally consents to the exercise of personal jurisdiction over it by the Supreme Court of the State of New York for the purposes of an action brought to enforce the terms of this Settlement Agreement
and irrevocably waives any 
  

 - 6 - 








 objection or defenses it may now or hereafter have on grounds of lack of personal jurisdiction of such court, improper
venue, or forum non conveniens. The parties irrevocably waive any right to trial by jury. 
  
 Section 11. Modification. No alleged modification or waiver of any provision of this Settlement Agreement shall be valid unless it is contained in
a writing duly signed by all of the parties. 
  
  Section 12.
Entire Agreement. This document, together with Exhibits A and B hereto, sets forth the entire agreement of the parties and all prior and contemporaneous conversations, agreements, understandings, covenants, representations, and negotiations
with respect to the subject matter hereof are merged herein and superseded hereby. No other agreements, covenants, representations, or warranties, express or implied, oral or written, have been made by any of the parties hereto with respect to the
subject matter hereof. 
   
  Section 13.
Severability. If any provision of this Settlement Agreement is held unenforceable for any reason, the unenforceable provision shall be deemed severed from this Settlement Agreement, and the remainder of this Settlement Agreement shall
continue in full force and effect. 
   
 Section 14.
Counterparts. This Settlement Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be one and the same instrument. 
  
 Section 15. No Admissions. Nothing contained in this Settlement
Agreement shall be considered an admission by any party of any wrongdoing on the part of any party or its predecessors, successors, present and former affiliates, subsidiaries, parents, assigns, officers, directors, stockholders, employees, or
agents. 
  
 Section 16. Representations and Warranties.
Each of the parties hereto represents and warrants that: (i) it has the legal right and power and authority to enter into this Settlement Agreement, and the execution, delivery, and performance of this Settlement Agreement has been duly authorized,
and all actions necessary for the due execution, delivery, and performance of this Settlement Agreement have been taken; (ii) this Settlement Agreement constitutes a legal, valid, and binding obligation of the parties enforceable against each party
in accordance with the terms of the Settlement Agreement; (iii) it has been represented by legal counsel of its choosing; (iv) this Settlement Agreement has been executed and delivered as its own free act and deed and not as a result of duress by
the other parties hereto; and (v) it has not assigned or transferred to any person or entity any right to recovery for any claim or potential claim that otherwise would be released under this Settlement Agreement. 
  
 Section 17. Authorized Signatories. Each of the natural persons
executing this Settlement Agreement on behalf of a party hereto represents and warrants that he or she is authorized to enter into this Settlement Agreement on behalf of such party. 
  
 Section 18. No Presumption of Construction. This Settlement Agreement has been drafted and reviewed jointly by
counsel for Tyco and counsel for IDT Corp. and IDT Europe, 
  

 - 7 - 








 and no presumption of construction as to the drafting of this Settlement Agreement shall be applied against or in favor
of any of the parties hereto. 
  
 Section 19. Binding on
Successors and Assigns. This Settlement Agreement is binding upon and inures to the benefit of the parties hereto and their officers, directors, successors, and assigns. 
  

 - 8 - 








 Section 20. Costs. Each of the parties shall bear its own attorneys’ fees and costs in
connection with the disputes settled by this Settlement Agreement, including, without limitation, the preparation of this Settlement Agreement. 
  
 Section 21. Titles and Headings. Titles and headings to sections herein are inserted for convenience of reference only and are not intended to be a
part of or affect the meaning or interpretation of this agreement. 
  
 IN WITNESS WHEREOF, the parties have executed this Settlement Agreement as of the date hereinafter appearing: 
  
 Dated: October 10, 2000 
  

	 Tyco Group S.a.r.l.
	 	 	 	IDT Europe B.V.B.A.
					
	 	 	 /S/ BYRON S. KALOGEROU
	 	 	 	 	 	/S/ HAL BRECHER
	 	
	 	 	 	 	

	Name:	 	Byron S. Kalogerou	 	 	 	Name:	 	Hal Brecher
	Title:	 	Managing Director	 	 	 	Title:	 	COO

  

	TyCom (US) Inc.	 	 	 	IDT Corporation
					
	 	 	/S/ RONALD L. ARMSTRONG	 	 	 	 	 	/S/ HOWARD JONAS
	 	
	 	 	 	 	

	Name:	 	Ronald L. Armstrong	 	 	 	Name:	 	Howard Jonas
	Title:	 	Vice President	 	 	 	Title:	 	CEO

  

	 Tyco International Ltd.
	 	 	 	 
					
	 	 	/S/ BYRON S. KALOGEROU	 	 	 	 	 	 
	 	
	 	 	 	 	 	 
	Name:	 	Byron S. Kalogerou	 	 	 	 	 	 
	Title:	 	Vice President	 	 	 	 	 	 

  

	 Tyco International (US) Inc.
	 	 	 	 TyCom Ltd.

					
	 	 	 /S/ DAVID P. BROWNELL
	 	 	 	 	 	/S/ BYRON S. KALOGEROU
	 	
	 	 	 	 	

	Name:	 	David P. Brownell	 	 	 	Name:	 	Byron S. Kalogerou
	Title:	 	Sr. Vice President Tyco International	 	 	 	Title:	 	Vice President and Secretary

  
  

 - 9 - 








 Exhibit A 







 SUPREME COURT OF THE STATE OF NEW YORK 
 COUNTY OF NEW YORK 

		
	– – – – – – – – – – – – – – – – – – – –
 – – – – – – – – – – – – – x	  	Index No. 601302/00
	 	  	 
	 TYCO GROUP (S.A.R.L.), TYCO SUBMARINE
	  	Hon. Ira Gammerman
	 	  	 
	 SUBMARINE SYSTEMS, LTD., TYCO INTERNATIONAL
 LTD., TYCO INTERNATIONAL LTD., TYCO
 INTERNATIONAL (US) INC. and TYCOM LTD.,
	  	Case No. 15812

  
                                 Plaintiffs, 
  
 - against – 
  
 IDT EUROPE B.V.B.A. and IDT CORPORATION, 
  
  
                                 Defendants. 

		
	– – – – – – – – – – – – – – – – – – – –
 – – – – – – – – – – – – – x	  	 

  
 IT IS HEREBY
STIPULATED AND AGREED, by and between the parties to the above action, through their undersigned attorneys, being all the parties to the action, none of which is an infant or incompetent person for whom a committee has been appointed and no person
not a party having an interest in the subject matter of the action, that this action is hereby 
  









 discontinued with prejudice and on the merits, without costs to either party as against the other. This Stipulation may
be filed without further notice with the Clerk of the Court. 
  

		
	Dated:	 	 New York, New York
 October
    , 2000


  

	 	 	 	 	 DAVIS POLK & WARDWELL

					
	 	 	 	 	 	 	By	 	 
	 	 	 	 	 	 	 	

	 	 	 	 	 	 	         Frank S. Moseley
  
 450 Lexington Avenue
 New York, New York 10017
  
 Attorneys for Plaintiffs Tyco Group S.a.r.l.,
 Tyco Submarine Systems Ltd., Tyco
 International Ltd, Tyco International
 (US) Inc., and TyCom Ltd.

					
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 BAER MARKS & UPHAM LLP

					
	 	 	 	 	 	 	By	 	 
	 	 	 	 	 	 	 	

	 	 	 	 	 	 	         Eugene R. Scheiman,
Esq.
  
 805 Third Avenue
 New York, New York 10022
 (212) 702-5700
  
 Of Counsel
  
 Alan M. Grayson,
Esq.
 Grayson & Kubli, P.C.
 1568 Spring Hill Road, Suite 1800
 McLean, Virginia 22102
 (703) 442-0327
  
 Attorneys for Defendants IDT Europe B.V.B.A.
 and IDT Corporation


  

 2 








 Exhibit B 







 GREENBERG DAUBER EPSTEIN & TUCKER 
 A Professional Corporation 
 One Gateway Center, Suite 600 
 Newark, New Jersey 07102-5311 
 Attorneys for Defendants Tyco Group 
 (S.A.R.L.), Tyco Submarine Systems, Ltd., 
 Tyco International Ltd., and Tyco

 International (U.S.), Inc. 
  

	 I.D.T. EUROPE B.V.B.A., a corporation
	 	 SUPERIOR COURT OF NEW JERSEY

	 incorporated under the laws of Belgium,
	 	 LAW DIVISION: MORRIS COUNTY

	 	 	 DOCKET NO. L-1852-00

	 Plaintiff,
	 	 
	 	 	 Civil Action

	 v.
	 	 
	 	 	 
	 TYCO GROUP (S.A.R.L.), a corporation
	 	 
	 incorporated under the laws of Luxembourg;
	 	 STIPULATION OF DISMISSAL

	 TYCO SUBMARINE SYSTEMS, LTD., a
	 	           WITH PREJUDICE

	 corporation of the State of Delaware; TYCO
 INTERNATIONAL LTD., a corporation
 incorporated under the laws of Bermuda; and
 TYCO INTERNATIONAL (U.S.), INC., a
 corporation of the State of Massachusetts,
	 	 

  
 Defendants. 
  
 IT IS HEREBY STIPULATED AND AGREED, by and between the parties to the above
action, through their undersigned attorneys, being all the parties to the action, none of which is an infant or incompetent for whom a committee has been appointed, and no person not a party having an interest in the subject matter of the action,
the Complaint in this matter is hereby 
  









 dismissed with prejudice, and on the merits, without costs to either party. 
  

	 	 	 	 	 COURTER, KOBERT, LAUFER & COHEN

					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 Kevin M. Hahn, Esq.
 1001 Route 517
 Hackettstown, New Jersey 07840
 (908)852-2600
 Of Counsel
  
 Alan M. Grayson, Esq.
 Grayson & Kubli, P.C.
 1568 Spring Hill Road, Suite 1800
 McLean, Virginia 22102
 (703)442-0327
  
 Attorneys for Plaintiff IDT Europe B.V.B.A.

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 GREENBERG DAUBER EPSTEIN & TUCKER
 A Professional Corporation
 One Gateway Center-Suite 600
 Newark, New Jersey 07102-5311
 (973)643-3700

					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	

	 	 	 	 	 	 	                         Melvin Greenberg, Esq.
  
 Of Counsel
  

Frank S. Moseley
 Davis Polk, & Wardwell
 450 Lexington Avenue
 New York, New York 10017
  
 Attorneys for Defendants Tyco Group S.a.r.l.,
 Tyco Submarine Systems Ltd.,
 Tyco International Ltd, and
 Tyco International (US) Inc.


  

		
	Dated:	 	 Newark, New Jersey
 October
        , 2000


  









 Appendix A 
  
 IDT Transatlantic Wavelength 
  
 Technical Design – TelExchange to TelExchange 
  
 [DIAGRAM] 
  









 Appendix B 
  
 IDT Transpacific Wavelength 
  
 Technical Design – TelExchange to TelExchange 
  
 [DIAGRAM] 
  









 Appendix C 
  
 TyCom Transatlantic 
  
 [MAP] 
  
  
  
  
  
  
  
  
  
  
  
  
 TyCom Transpacific, TyCom Northern Asia 
  
 [MAP] 
  









 Appendix C 
  
 TyCom Northern Europe, TyCom Baltic 
  
 [MAP] 
  
  
  
  
  
  
  
  
  
  
  
  
 TyCom Western Europe, TyCom Western Med, TyCom
Eastern Med 
  
 [MAP]