TASK DEFINITION: In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
PROBLEM: Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant and subject to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the Statement on Schedule 13D to which this Joint Filing Agreement is attached, and any amendments thereto may be filed without the necessity of filing additional joint filing agreements. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

The execution and filing of this agreement shall not be construed as an admission that the below-named parties are a group or have acted as a group.

Dated: July 6, 2020

HPS INVESTMENT PARTNERS, LLC /s/ John Madden Name: John Madden Title: Authorized Signatory HPS MEZZANINE PARTNERS II, LLC By: HPS Investment Partners, LLC, its sole member /s/ John Madden Name: John Madden Title: Authorized Signatory

[Signature Page to Joint Filing Agreement]





HPS MEZZANINE PARTNERS II OFFSHORE GP, L.P. By: HPS Partners Holdings II, LLC, its general partner /s/ John Madden Name: John Madden Title: Authorized Signatory MEZZANINE PARTNERS - OFFSHORE INVESTMENT MASTER FUND II, L.P. By: HPS Mezzanine Partners II, LLC, its investment manager By: HPS Investment Partners, LLC, its sole member /s/ John Madden Name: John Madden Title: Authorized Signatory MEZZANINE PARTNERS II OFFSHORE LUX S.À R.L /s/ John Madden Name: John Madden Title: Authorized Signatory MEZZANINE PARTNERS II OFFSHORE LUX S.À R.L II /s/ John Madden Name: John Madden Title: Authorized Signatory

[Signature Page to Joint Filing Agreement]





HPS MEZZANINE PARTNERS II GP, L.P. By: HPS Partners Holdings II, LLC, its general partner /s/ John Madden Name: John Madden Title: Authorized Signatory MEZZANINE PARTNERS II, L.P. By: HPS Mezzanine Partners II Offshore GP, L.P., its general partner By: HPS Partners Holdings II, LLC, its general partner /s/ John Madden Name: John Madden Title: Authorized Signatory MEZZANINE PARTNERS II ONSHORE LUX S.À R.L /s/ John Madden Name: John Madden Title: Authorized Signatory MEZZANINE PARTNERS II ONSHORE LUX S.À R.L II /s/ John Madden Name: John Madden Title: Authorized Signatory

[Signature Page to Joint Filing Agreement] 
Question: Highlight the parts (if any) of this contract related to Agreement Date that should be reviewed by a lawyer. Details: The date of the contract

SOLUTION: July 6, 2020

PROBLEM: Exhibit 10.10

CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. MASTER DEVELOPMENT AND MANUFACTURING AGREEMENT

This Master Development and Manufacturing Agreement (including all appendices hereto, this Agreement) is entered into as of February 13, 2018 (the Effective Date) by and between Magenta Therapeutics, Inc., a Delaware corporation having offices at 50 Hampshire Street, 8t h Floor, Cambridge, MA 02139 (Magenta), and Bachem Americas, Inc., a California corporation, having offices at 3132 Kashiwa Street, Torrance, CA 90505 (Bachem). Magenta and Bachem may be referred to individually as a Party or collectively as the Parties.

RECITALS

WHEREAS, Magenta is engaged in the development and research of certain pharmaceutical products and requires assistance in the development and manufacture of active pharmaceutical ingredients for its clinical trials; and

WHEREAS, Bachem is a contract manufacturer that possesses the necessary technical capabilities and operates pharmaceutical process development facilities for both the development and manufacture of pharmaceutical products used in clinical trials, as required by Magenta; and

WHEREAS, Magenta desires Bachem to provide the Services and manufacture the Products specified in Project Plans (as defined below); and

WHEREAS, Bachem is willing to provide the Services, manufacture the Product, and fulfill the Project Plans on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which each of the Parties does hereby acknowledge, the Parties, intending to be legally bound, agree as follows.

Section 1. DEFINITIONS

As used herein, the following terms shall have the following meanings:

1.1 Affiliate shall mean any corporation or other entity which controls, is controlled by, or is under common control with, a Party to this Agreement. A corporation or other entity shall be regarded as hi control of another corporation or entity if it owns or directly or indirectly controls more than fifty percent (50%) of the voting stock or other ownership interest of the other corporation or entity, or if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the corporation or other entity or the power to elect or appoint fifty percent (50%) or more of the members of the governing body of the corporation or other entity.

1.2 Applicable Laws means all relevant federal, state and local laws, statutes, rules, regulations, and ordinances and industry standards and guidelines as in effect on the Effective Date or adopted thereafter and which are applicable to a Party's activities hereunder in their respective countries, including, without limitation, the applicable regulations and guidelines of the FDA and all applicable GMPs together with amendments thereto.





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 1.3 Batch means a specific quantity of Product that is intended to have uniform character and quality, within specified limits, and is produced according to a single manufacturing order during the same cycle of manufacture.

1.4 CMC shall mean (i) manufacturing process development for Product; (ii) all chemistry, manufacturing and control procedures necessary for the manufacturing, testing and quality control release of Product; and (iii) sourcing and testing of all raw materials and components used in the production of any Product.

1.5 [***] means the specific sequence(s) defined in Appendix B.

1.6 Development Specifications shall mean the requirements of all Applicable Laws and the procedures, process parameters, analytical tests and other attributes and written specifications for the Development Work attached hereto as part of a Project Plan.

1.7 Development Work shall mean those development Services that are to be performed by Bachem hereunder and which may include work related to identifying, formulating, developing and demonstrating cost effective, reproducible Product and manufacturing a feasibility Batch.

1.8 DMF means a Drug Master File as described in 21 C.F.R. § 314.420.

1.9 Effective Date has the meaning set forth in the introduction.

1.10 FDA means the United States Food and Drug Administration or any successor entity thereto.

1.11 GMPs shall mean current good manufacturing practices, including the regulations promulgated by the FDA under the United States Food, Drug and Cosmetic Act, 21 C.F.R. Part 210 et seq., as amended from time to time, applicable guidance documents issued by the FDA, applicable documents developed by the International Conference on Harmonization (ICH) to the extent that they are applicable to Product and the Parties hereunder.

1.12 Governmental Authority means any court, including any political subdivision thereof, court instrumentality, or agency thereof, and any other federal, state, or public authority, domestic or foreign, exercising governmental powers and having jurisdiction over any activity of a Party under this Agreement.

1.13 IND means an investigational new drug application relating to a Product, and includes such applications submitted to the FDA and equivalent applications submitted to a Governmental Authority outside of the U.S.

1.14 Latent Defect means a defect which could have been detected (but was not) by the analytical test methods in operation at the date of shipment to Magenta, attributable to an act or omission of Bachem that causes a Product to fail to conform to the Specifications, which may not be discoverable upon the inspection and testing which Magenta would have been expected to carry out in its ordinary course of business, but is discovered at a later time. 2





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 1.15 Product means the product to be developed or manufactured by Bachem pursuant to a Project Plan.

1.16 Project Plant(s) means a mutually agreed to project plan, statement of work, quotation or other ordering document that sets forth a description of the Services to be provided by Bachem, and related timeline(s), costs, and other relevant details, that references, and is expressly governed by this Agreement and is executed by an authorized representative of each Party. Notwithstanding, the Parties acknowledge and agree that the quotations identified in Appendix A attached hereto are Project Plans, and are governed by this Agreement, even though they do not expressly reference this Agreement.

1.17 Services means, with respect to a Project Plan, those services (including Development Work and manufacture of Product) to be provided by Bachem, as described in such Project Plan.

1.18 Specifications means the requirements of all Applicable Laws, the master batch record, current standard operating procedures and the procedures, process parameters, analytical tests and other attributes and written specifications for the Product attached hereto as part of a Project Plan, which the Parties agree are necessary for the manufacture and release of the Product for use in clinical trials. The Parties recognize that specifications for Product for a specific Project Plan are likely to change during the term of this Agreement, and the Parties agree to act in good faith and reasonably to effect such changes as may be required. Copies of such Specifications, as amended, shall be maintained by both Parties, and shall be incorporated into this Agreement and the Quality Agreement (as defined below).

1.19 Third Party means any entity other than Magenta or Bachem.

1.20 U.S. means the United States of America, its territories, commonwealths, and possessions, including the District of Columbia, the Commonwealth of Puerto Rico, the Virgin Islands, Guam, and all other places under the jurisdiction thereof.

Section 2. ENGAGEMENT OF BACHEM

Magenta hereby engages Bachem to perform the Services and manufacture the Product in accordance with the applicable Project Plan(s) and in compliance with Applicable Laws and the terms and conditions set forth herein, and Bachem hereby accepts such engagement. Bachem will supply to Magenta all Product ordered by Magenta hereunder as set forth in the Project Plan and related purchase orders.

Section 3. PROJECT PLANS

3.1 Project Plans. All Project Plans entered into after the Effective Date shall be added to Appendix A after execution by the Parties of a written amendment in the form of the Amendment to Appendix A, attached hereto (the Amendment). There shall be no limit to the number of Project Plans that may be added to Appendix A and governed by the terms and conditions of this Agreement. In the event of a conflict between the terms of a Project Plan or any attachments thereto or any purchase order issued in connection therewith and this Agreement, the terms of this Agreement will govern. 3





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 3.2 Content of Project Plans. Each Project Plan shall include a description of the Services to be provided, including, if applicable, the Development Work to be completed, the Product to be manufactured, relevant Development Specifications, relevant Specifications, deliverables, a corresponding budget, a schedule for completion of the Project Plan (which may be set forth for the entire Project Plan or stages thereof), a fee and payment schedule, delivery terms, and such other information as the Parties determine is necessary for Bachem to perform the Services and manufacture the Product. Magenta may amend any Project Plan before its completion, subject to prior written approval by Bachem, which approval shall not be unreasonably withheld. If such amendment entails additional expenses that will be incurred by Bachem, the Parties agree to reconsider in good faith the budget and the payment and fee schedule.

3.3 Materials and Equipment. Unless otherwise agreed by the Parties in writing or specified in the applicable Project Plan, Bachem shall supply all materials and standard processing and manufacturing equipment needed to provide the Services and manufacture the Product in accordance with this Agreement and the applicable Project Plan, at its sole cost and expense.

3.4 Change Orders. In the event that Magenta requests or requires Bachem to perform services that are outside the scope of this Agreement, or Magenta desires to amend a Project Plan, such changes must be mutually agreed upon by the Parties in a written change order (a Change Order) prior to the provision of said services or implementation of such amendment by Bachem. Each such Change Order constitutes an amendment to the Agreement and/or the applicable Project Plan, and thereafter the services or amendments set forth therein shall be deemed Services hereunder.

3.5 Project Manager. With respect to each Project Plan, an employee of Bachem shall be appointed as project manager by Bachem (the Project Manager). The Project Manager shall be the primary contact for Magenta and shall timely address all issues and concerns raised by Magenta, as well as provide to Magenta all information requested by Magenta concerning this Agreement or the Services. The Project Manager shall not be replaced without advanced written notice to Magenta. In the event that Bachem becomes aware that the Project Manager plans to leave the employment of Bachem or shall be unable to complete the Services due to dismissal, death or disability, it shall give immediate written notice of the same to Magenta so as not to impact ongoing manufacture or supply. Should Magenta not be satisfied with the services of Project Manager, Magenta may give notice of the same to Bachem and Bachem will assign a suitable replacement who is reasonably acceptable to Magenta within [***] of such notice.

Section 4. COMPENSATION

4.1 Generally. The fees to be paid to Bachem in connection with the Services shall be set forth in reasonable detail in each Project Plan. Bachem represents that it has included all of its costs, fees and expenses, including administrative overhead, in calculating the fee for the Services budget attached hereto as part of the applicable Project Plan, and that Magenta shall not be liable for or be charged for any other costs, fees or expenses of Bachem. No line item in any Project Plan budget shall be exceeded by Bachem without the prior written consent of Magenta. 4





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 4.2 Invoicing and Payment. Unless specifically agreed otherwise in writing by the Parties, including as agreed in a Project Plan, (i) all invoices and payments hereunder shall be in U.S. Dollars, (ii) payments will be made payable to Bachem at the address set forth in applicable Project Plan(s), and (iii) all undisputed payments shall be made within [***] of receipt of invoice by Magenta.

4.3 Taxes. All prices are stated exclusive of VAT (or equivalent tax) that may or may not become due according to Applicable Law. Each Project Plan shall set forth an estimate of VAT that may become due thereunder and Bachem shall notify Magenta within a reasonable period of time upon becoming aware of a material deviation from such estimate.

4.4 Bachem's Fees for Performance of Services. Bachem's fees for the performance of Services represent the entire cost for the provision of such Services. Magenta shall not be charged for any Service or deliverable that is not performed or delivered, as the case may be, in accordance with this Agreement or the applicable Project Plan(s).

Section 5. BACHEM REPRESENTATIONS, WARRANTIES, AND CERTAIN COVENANTS

5.1 Authority. Bachem represents and warrants mat it has full authority to enter into this Agreement and there is no provision contained in any other agreement to which it is party or arrangement or obligation to which it is bound that prohibits or restricts it from entering into or performing under this Agreement.

5.2 Services. Bachem shall provide the Services in accordance with each Project Plan. Bachem will perform all Services in accordance with this Agreement and the agreed upon Specifications. All Products shall be packaged, labeled and shipped in accordance with this Agreement, the applicable Project Plan and all Applicable Laws. Bachem and its employees and agents have, and will continue to have, the knowledge, experience, facilities, equipment and skill to provide, and will provide, the Services in a professional and timely manner. Services will conform to consistently high standards of workmanship and the specifications applicable to each Project Plan.

5.3 Material/Supplies. In situations where Magenta provides materials or supplies to Bachem in connection with this Agreement and/or a Project Plan(s), Bachem shall use such materials and supplies only in accordance with the applicable Project Plan for which it was received, and Bachem shall not use it for any other purpose. Bachem shall be responsible for all such materials and supplies provided by Magenta while they are in Bachem's control or the control of its agents, and Bachem shall promptly, at Magenta's direction, destroy or return to Magenta all unused quantities of its materials and supplies provided by Magenta. For the avoidance of doubt, Magenta shall retain title to all of its materials and supplies, including any API or intermediates, while it is in Bachem's facility (as of the Effective Date, this facility will [***]. Magenta shall be responsible for all such materials and supplies until delivered to Bachem at its facility. Any such materials or supplies shall be delivered in a timely manner and in accordance with the shipping instructions and specifications to be agreed upon by the Parties. 5





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 5.4 Deliverables. Each deliverable (including Product) developed or produced in connection with a Project Plan and this Agreement shall conform to the Specifications. The Development Work, as described in the Project Plan, shall conform to the Development Specifications. Bachem shall warrant compliance with the agreed acceptance criteria together with the results as reported on the Certificate of Analysis in conjunction with the analytical methods at the time of the release of Product. In no event shall Bachem be liable for any defects that could not have been detected by Bachem with the analytical test methods in operation at the date of product release. For reasons of clarity, the Parties acknowledge and agree that it shall remain solely the responsibility and liability of Magenta to determine the suitability of the Product for any intended or specific use of the Product. Bachem makes no expressed or implied guarantees, warranties or undertakings as to the use of the Product for an intended or specific purpose or use.

5.5 Third Party IP. Bachem will not knowingly infringe or misappropriate any third party intellectual property rights in connection with the performance of its obligations hereunder. Materials delivered by Magenta to Bachem will not, to Magenta's knowledge, infringe any third party intellectual property rights.

5.6 No Encumbrance. Bachem hereby (i) acknowledges and agrees that neither it, nor any of its affiliates or subsidiaries, nor any of its or their directors, officers, employees and agents has any interest in Magenta Pre-Existing Intellectual Property or Magenta Developed Intellectual Property (each as defined below) and (ii) covenants that it will not lien or encumber, or otherwise cause, permit or consent to the granting of a lien or encumbrance of Magenta Pre-Existing Intellectual Property or Magenta Developed Intellectual Property.

5.7 Books and Records. Bachem shall maintain true, complete and accurate books, records, test and laboratory data, reports and all other information relating to Services performed and Product manufactured under this Agreement, including all information required to be maintained by Applicable Laws.

5.8 Disclosures. Upon Magenta's reasonable request, Bachem shall also provide all information to Magenta that is specifically related to the Product and Services, including any information which is reasonably required to comply with any disclosure requirements of regulatory authorities.

5.9 Regulatory Inspections. Bachem shall make its facilities and all records relating to the Product, and Services related thereto, available to the FDA or other regulatory authorities, as mutually agreed by the Parties, and shall notify Magenta immediately if the FDA or any other regulatory authority begins or schedules an inspection of Bachem's records, facilities, or manufacturing processes that are solely related to the Product or the Services related thereto. Bachem shall provide Magenta access to any documentation related to or resulting from each such inspection in accordance with the provisions of the Quality Agreement. If a regulatory authority in connection with a preapproval inspection of the Product inspects the Bachem facility used for production of Product, Bachem will notify Magenta in writing within [***] after learning of the inspection unless otherwise specified in the Quality Agreement. If an FDA Form 483 (or an equivalent foreign regulatory authority form) is issued in connection with the Product, Bachem will provide its proposed response to such Form 483 (or equivalent form) to Magenta 6





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. for Magenta's review and (non-binding) input in accordance with the provisions of the Quality Agreement. Bachem will consider in good faith any comments and suggestions provided by Magenta with respect to such proposed response if received by Bachem in a timely manner. For the avoidance of doubt, nothing in this Agreement shall hinder Bachem from providing its answers to regulatory authorities within the timelines required by such authorities.

5.10 Report of Noncompliance. In the event that an employee or agent of Bachem who is working on a Project Plan fails to comply with Applicable Laws, this Agreement or any applicable agreement as the same relates to the Services, and such failure is discovered by or comes to the attention of Bachem's COO or a supervisor of Bachem with respect to the applicable Project Plan, Bachem will immediately notify Magenta in writing. Appropriate action will be taken by Bachem at the direction of Magenta, after Bachem consults in good faith with Magenta, as to what actions might be undertaken by Bachem in view of the particular facts surrounding such noncompliance.

5.11 Information. Upon request, Bachem shall provide to Magenta access to all information in Bachem's control that relates to the [***], Product and/or the Project Plan within a reasonable period of time. Copies of batch records will be provided on an electronic platform for a period of [***], or another period of time by mutual agreement of the Parties, and with restricted access rights only.

5.12 Debarment. Bachem hereby certifies that it does not and shall not employ, contract with or retain any person directly or indirectly to perform Services under this Agreement or any Project Plan if such person is or has been debarred under 21 U.S.C. 335a (a) or (b) or other equivalent laws, rules, regulations or standards of any other relevant jurisdiction. Upon written request of Magenta, Bachem shall, [***], provide written confirmation that it has complied with the foregoing obligation. Bachem agrees to immediately disclose in writing to Magenta if any employee or agent is debarred, or if any action or investigation is pending or, to the best of Bachem's knowledge, is threatened in relation to the debarment of Bachem or any person performing Services in connection with this Agreement.

5.13 Restrictions on Bachem. Bachem agrees to supply the Product(s) identified in each applicable Project Plan to Magenta pursuant to the terms and conditions of this Agreement and any applicable Project Plans. During the Initial Term and any Renewal Term, Bachem agrees not to sell, supply or otherwise distribute [***] for any clinical or commercial use to any Third Party without Magenta's prior written consent, for so long as Bachem remains Magenta's primary supplier of [***] for the Initial Term and any Renewal Term.

5.14 Changes by Bachem. Bachem shall not make any major changes to the Development Specifications, the Specifications or any manufacturing process with a potential to adversely impact the quality of the Product in connection with a Project Plan without the prior written consent of Magenta. Notwithstanding, Magenta acknowledges and agrees that changes will be required for the development of the Product. Thus, during the development phase of a Product and up to the completion of the full validation of the manufacturing process of a Product, some quality assurance standards may not be fully implemented or applied in the manufacturing, release and supply of such Product. These limited quality assurance standards may relate to (i) the manufacturing and testing procedures in development and/or (ii) formalized 7





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Product specific procedures that may not be in place and generic procedures that may be applied instead and/or (iii) change control that may be less stringent during development and/or (iv) Product specific validation may not be available. However, Bachem will manufacture the Product according to applicable GMP guidelines as defined in the Quality Agreement.

5.15 DMF/Amendment. Upon Magenta's reasonable request and order, Bachem will compile a DMF for the Product in cooperation and mutual agreement with Magenta. Bachem hereby grants to Magenta, at no additional cost, reference rights to the DMFs, which are necessary to support Magenta's regulatory submissions with respect to the Product. Bachem shall provide reasonable advance written notice to Magenta prior to amending any Bachem DMF that is referenced in a filed IND of Magenta or in a proposed IND filing of Magenta. Bachem will, at Magenta's expense, provide reasonable assistance as necessary so that the FDA (and/or equivalent foreign regulatory authority) can reference the relevant DMF. Bachem shall not permit the FDA or any other regulatory authority to reference its DMF in order to permit a Third Party to develop, manufacture or commercialize [***] or any products that incorporate [***] or compete with [***]. In the event that the Parties agree that Bachem will not file a DMF in connection with a Project Plan, Bachem shall instead fully cooperate with Magenta, and provide a quote (similar to the compiling of a DMF) to provide all information, data, and rights of reference reasonably required by Magenta in connection with its regulatory and governmental filings related to Product.

5.16 Waste Disposal. Bachem shall generate, handle, store, ship and dispose of all wastes associated with its manufacture of Product in accordance with Applicable Laws. Notwithstanding the foregoing sentence, if any specially regulated waste must be removed pursuant to a given Project Plan, such specially regulated waste and the process for its removal shall be expressly set forth in such Project Plan. If the specially regulated waste is solely attributable to Magenta's Product and the Specifications and instructions for production of such Product, then unless the Parties otherwise agree, Magenta shall be responsible for the reasonable costs associated with the removal of such specially regulated waste. Such costs shall be included in the Project Plan or, if not specified therein, included in the price of the Services and Product.

5.17 Audits. Magenta and its agents and designees shall have the right to audit Bachem's facilities, systems, records, procedures, and documentation related to this Agreement. In connection with any such audit, Bachem shall also provide Magenta access to its personnel. Magenta may conduct no more than one (1) technical visit and one (1) quality assurance audit per year, unless there is cause for an additional audit (i.e., a technical issue or quality issue). Such audits may be conducted upon reasonable notice during the term of this Agreement and for [***] thereafter. On-site technical discussions may also be requested and held at mutually agreeable times.

5.18 Person-In-Plant. If reasonably requested by Magenta, at a mutually agreed day and time, Bachem will permit and provide working space for Magenta to staff one person on location at Bachem's premises, limited to no more than [***] days, during preparation for manufacturing and packaging of the Product. Such person shall be given reasonable access to all records, facilities and personnel working on any Services or Project Plans for the purpose or providing advice, coordinating reviews, approvals or any other actions required to ensure compliance with this Agreement to the extent that it does not compromise the confidentiality of other customers. 8





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 5.19 Quality Agreement. As reasonably required by Magenta in connection with Product manufacturing activities hereunder, Bachem shall enter into a written quality agreement with Magenta (the Quality Agreement).

Section 6. ADDITIONAL PRODUCT SUPPLY TERMS

6.1 Delivery. Unless otherwise agreed to between the Parties, delivery terms shall be DDP (Incoterms 2010) Magenta's facility located at 50 Hampshire Street, 8t h Floor, Cambridge, MA 02139, or such other destination as Magenta may instruct in writing, at which time risk of loss and responsibility for Product will transfer to Magenta. Bachem shall assume all risk and responsibility for handling, storing, rotating stock, packaging, loading and shipping all Product in accordance with applicable Incoterms. Bachem shall ship the Product in accordance with the applicable Project Plan. Delivery shall occur on the delivery dates set forth in each Project Plan and any related purchase orders or as otherwise agreed to in writing by the Parties.

6.2 Acceptance and Rejection of Products.

(a) Promptly following receipt of Product, Magenta shall have the right but not the obligation to test such Product to determine compliance with the Specifications. Magenta shall have [***] after receipt of the Product to notify Bachem in writing of any rejection of Product based on a sufficiently documented claim that the Product fails to meet the Specifications. In the event that Magenta does not inform Bachem within the [***] period that the Product does not meet the Specifications, Magenta shall be deemed to have accepted the Product. If there is no dispute between the Parties over a claim that the Product fails to meet the Specifications, Bachem shall (i) replace or (ii) with Magenta's prior written consent, reprocess or rework the rejected Product within an agreed upon time frame, after the notice of such rejection, and in any case as soon as reasonably possible after receiving such notice, provided that Magenta shall, at Bachem's expense, provide to Bachem sufficient quantities of supplies required to be supplied by Magenta under the relevant Project Plan, at no additional cost to Magenta (including transportation costs), and Bachem shall make arrangements with Magenta for the return or disposal of any rejected Product, such return shipping or disposal charges to be paid by Bachem. In the event of a discrepancy between Magenta's and Bachem's test results such that one Party's test results fall within relevant Specifications and the other Party's test results fall outside the relevant Specifications, or there exists a dispute between the Parties over the extent to which such failure is due to acts or omissions of Bachem, the Parties shall cause an independent GMP laboratory or appropriate experts promptly to review records, test data and perform comparative tests and/or analyses on samples of the alleged defective Product. Such independent laboratory shall be mutually agreed upon by the Parties. The independent laboratory's results shall be in writing and shall be final and binding save for manifest error. Unless otherwise agreed to by the Parties in writing, the costs associated with such testing and review shall be borne by the Party against whom the independent laboratory rules. 9





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (b) If Bachem shall fail to deliver to Magenta the full quantity of the Product as specified in a Project Plan by the delivery date specified therein, for any reason whatsoever other than a breach of this Agreement by Magenta, then at Magenta's election: (i) Bachem shall be relieved of any obligation to deliver the remaining quantity of the Product or (ii) Bachem shall deliver the remaining quantity of the Product as soon as reasonably possible after the date Magenta notifies Bachem of such election. Magenta and Bachem will agree upon the time period to deliver the remaining Product allowed under clause (ii) [***] of the missed delivery date (or, if applicable, the date on which Bachem notifies Magenta that such delivery will be late).

6.3 Latent Defects; Contamination.

(a) As soon as either Party becomes aware of a Latent Defect in any lot of Product, but in no case later than (i) within one (1) week after reaching such awareness or (ii) the end of the indicated retest period for the lot with the Latent Defect, whichever is earlier, it shall immediately notify the other Party. Bachem shall be fully responsible for all Latent Defects. At Magenta's election, the lot or batch with the Latent Defect shall be deemed rejected as of the date of such notice and the provisions of Section 6.2 shall apply.

(b) Bachem shall be fully responsible for any Product and/or Product-related supplies that are adulterated, contaminated, damaged or destroyed while in Bachem's control. Bachem agrees, at the election of Magenta and in addition to any other remedies Magenta may have, to promptly replace such Product and/or Product-related supplies (as the case may be) or refund to Magenta the value of the Product or Product- related supplies.

6.4 Stability, Record Keeping. Bachem shall retain such Product stability samples and keep manufacturing records, and any other records set forth in a Project Plan, for [***] from the expiration or termination of this Agreement. Bachem shall make accessible for review by Magenta during an audit or inspection, or following Product release by Bachem's Quality Assurance Department, either onsite or on an electronic platform with restricted access rights only (as reasonably requested by Magenta), at a mutually agreeable time, all specific Batch and lot records relevant to Bachem's performance hereunder, including written investigations of any deviations and out-of-specification events that may have been generated from manufacturing, packaging, inspection, or testing processes.

6.5 CMC Responsibilities; Regulatory Submissions; Permits. Bachem shall be responsible for obtaining and maintaining, at its sole expense, any facility or other licenses or permits, and any regulatory approvals, necessary for the manufacture of Product, supply of Product, and performance of Services, all in accordance with the terms and conditions of this Agreement, At Magenta's request and expense, Bachem shall also compile the regulatory submissions documentation for the Product (i.e. CMC documentation and DMF) as reasonably requested by Magenta, including permitting the FDA to reference Bachem's DMF, once it is available, in connection with Magenta's IND.

6.6 Recall. In the event of a recall of Product, Magenta shall be responsible for coordinating such recall. Magenta promptly shall notify Bachem if any Product is the subject of a recall and, to the extent required by Bachem, provide Bachem with a copy of all documents relating to such recall. Bachem shall cooperate fully with Magenta in connection with any recall. Magenta shall be responsible for all of the costs and expenses of such recall, except to the extent 10





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. that Bachem is determined to be responsible for such recall. In such case, Bachem shall be responsible for such costs and expenses. Such determination of responsibility may be made by the governmental agency involved or by mutual agreement by the Parties following examination and review of all records pertinent to the manufacture of the Product subject to such recall. In case of shared responsibility, the costs should be allocated in accordance with each Party's share of responsibility.

Section 7. TERM AND TERMINATION

7.1 Term. This Agreement shall commence on the Effective Date and shall extend for a period of Five (5) years thereafter (Initial Term), unless this Agreement is terminated earlier as provided herein or is extended by mutual written agreement of the Parties. This Agreement may be renewed for additional periods of one (1) year (each such additional period, a Renewal Term) unless either Party provides notice of nonrenewal upon not less than [***] prior written notice to the other Party. Notwithstanding the foregoing, each Project Plan may have separate term and termination provisions, so long as the term of any Project Plan does not extend beyond the Initial Term or a subsequent Renewal Term.

7.2 Termination. This Agreement or any Project Plan may be terminated:

(a) by Magenta for any reason upon [***] written notice to Bachem;

(b) by either Party if the other Party materially breaches a provision of this Agreement or a Project Plan, and fails to cure such breach within [***] following receipt of written notification of such breach from the non-breaching Party;

(c) by either Party, immediately, if the other Party becomes insolvent, is dissolved or liquidated, makes a general assignment for the benefit of its creditors, or files or has filed against it, a petition in bankruptcy that is not dismissed within sixty days after filing, or has a receiver appointed for a substantial part of its assets; and

(d) by a Party or the Parties pursuant to Section 13.

In the event of termination pursuant to Section 7.2(a) or a termination by Bachem pursuant to Section 7.2(b), Bachem shall be compensated for Services rendered up to the date of termination. In the event of any other termination, the Parties shall negotiate in good faith to determine the appropriate amount to be paid by Magenta to Bachem (or refunded to Magenta by Bachem, as the case may be), in light of the circumstances of such termination, in compensation for all Services rendered in accordance with this Agreement. In the event of Bachem's inability to supply the Product or a material breach by Bachem pursuant to Section 7.2(b), Bachem shall provide, without additional charge to Magenta, sufficient information and technology pertaining to its Services to Magenta and/or its technically competent designee, such that Magenta and/or its technically competent designee are enabled to continue Development Work and manufacture of the Product. The termination of any Project Plan may be independent of the termination of this Agreement. 11





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 7.3 Regulatory information and Compounds. On or before the effective date of any termination or expiration of this Agreement or upon the written request of Magenta, Bachem shall promptly transfer to Magenta all compounds and other materials and supplies provided to Bachem by or on behalf of Magenta in connection with this Agreement, as well as all works-in-process and raw materials purchased under a Project Plan. Upon the expiration or termination of this Agreement or upon the written request of Magenta, Bachem will also compile CMC documentation as provided for in the applicable Project Plan, which will contain all information necessary for Magenta for regulatory and manufacturing purposes related to the Product. The CMC documentation would also contain the information required for any competent Third Party manufacturing to assume manufacturing of the Product independently, if Magenta desires to transfer the process. Upon the request of and at the expense of Magenta, after termination of this Agreement, Bachem agrees to reasonably assist Magenta in identifying Third-Party manufacturers of the Product. If such termination is due to Bachem's inability to make the Product, or a material breach by Bachem pursuant to Section 7.2(b), Bachem will provide such assistance without charge.

7.4 Project Plans in Progress. In the event of any termination or expiration of this Agreement, Bachem shall, upon the request of Magenta and notwithstanding the effective date of any termination or expiration, complete any Project Plans involving the manufacture of Product that were accepted by Bachem prior to such date, and Magenta shall pay Bachem for any Product produced or services completed, in accordance with the terms of the applicable Project Plans and this Agreement. If this Agreement is terminated by Magenta pursuant to Section 7.2(a) or by Bachem pursuant to Section 7.2(b) or (c), Magenta shall also pay to Bachem amounts for any services that cannot be reasonably stopped at the time of termination; provided, that, Bachem will take all reasonable steps necessary to wind down such work as promptly as practicable.

7.5 Survival. The rights and obligations of each Party which by their nature survive the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement, including Sections 4.2, 5, 6.3-6.6, 7.2-7.5, 8, 9, 10, 11, 12, 14, 15.1, 15.4-15.8, 15.10, 15.11 and 15.12. In addition, Bachem hereby acknowledges that neither expiration nor termination of this Agreement shall affect in any manner Magenta's right to manufacture and sell, or have manufactured and sold, the Product.

Section 8. INTELLECTUAL PROPERTY

8.1 Magenta Pre-Existing Intellectual Property. All intellectual property (including trademarks), including all data, information, know-how, reports and any and all related documentation, which are developed, generated or derived, directly or indirectly by or on behalf of Magenta prior to the Effective Date (Magenta Pre-Existing Intellectual Property) shall remain the sole property of Magenta.

8.2 Bachem Intellectual Property. All intellectual property (including trademarks), including all data, information, reports, manufacturing know- how and any and all related documentation, which are (a) developed, generated or derived, directly or indirectly by or on behalf of Bachem prior to the Effective Date or (b) any manufacturing know-how developed or generated by Bachem that is generally applicable to the field of peptide manufacturing and not specific to the Product or Magenta's Confidential Information (such items under the foregoing clauses (a) and (b), collectively, Bachem Intellectual Property), shall remain the sole property of Bachem. In the event that any Bachem Intellectual Property is incorporated into any 12





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. deliverable (including Magenta Developed Intellectual Property (including Product)) or is otherwise necessary to fully exploit such deliverable, Bachem hereby grants to Magenta a perpetual, irrevocable, nonexclusive, worldwide, paid up, royalty-free license under such Bachem Intellectual Property (with the full right to sublicense directly or indirectly through multiple tiers) to (i) copy, distribute, display, perform and create derivative works of the Bachem Intellectual Property, in whole or in part; and (ii) to use Bachem Intellectual Property and/or practice the subject matter thereof, in each case solely in connection with manufacturing, marketing, promoting, using, selling, offering for sale, importing or distributing such deliverable (e.g., Product). Without limiting the foregoing, Magenta may use and disclose Bachem Intellectual Property to the extent necessary in connection with the prosecution, maintenance and enforcement of Magenta Developed Intellectual Property.

8.3 Magenta Data. All data, images, information, documents, records in whatever form obtained, developed, recorded or compiled (i) in connection with this Agreement or any Project Plan that relates to the Development Work or the Product, including, but not limited to, its development, manufacture or use, expressly excluding any Bachem Intellectual Property, or (ii) based upon or utilizing Magenta Confidential Information (collectively, Magenta Data) are and shall remain the sole and exclusive property of Magenta, and will be gathered, stored, secured, managed and maintained by Bachem in accordance with Applicable Laws. Bachem agrees to take such further acts as may be requested by Magenta in order to evidence the foregoing. Promptly upon the expiration or termination of this Agreement or any Project Plan, and otherwise upon Magenta's request, Bachem will promptly provide originals or a copy (as applicable) of all Magenta Data to Magenta in a form acceptable to Magenta, and, to the extent that Magenta so requests. Availability of batch records shall be provided as set forth in Section 5.11. At Magenta's request, Bachem will destroy all remaining Magenta Data in Bachem's possession or under Bachem's control, so long as not in contravention of Applicable Laws. Bachem will not utilize Magenta Data for any purpose other than the performance of Services, and will cease use of any Magenta Data after expiration or termination of this Agreement. Notwithstanding anything herein to the contrary, Bachem may retain any Magenta Data in electronically stored archives that cannot be deleted, subject to Bachem's document retention policies and to the terms of confidentiality and non- use set forth in this Agreement.

8.4 Magenta's Developed Intellectual Property. Any invention (whether patentable or not), discoveries, improvements, works-of-authorship or other intellectual property made, conceived or reduced to practice by Bachem in connection with its performance under this Agreement or any Project Plan, which expressly excludes Bachem Intellectual Property (Magenta Developed Intellectual Property), shall be exclusively owned by Magenta. For the avoidance of doubt, Magenta Developed Intellectual Property includes Magenta Data. Bachem hereby assigns, and agrees to assign, to Magenta all of its right, title and interest to and in any Magenta Developed Intellectual Property, including all related intellectual property rights. Magenta grants to Bachem a limited, non-exclusive license to use any Magenta Developed Intellectual Property to manufacture and release the Product for Magenta in accordance with the terms and conditions of this Agreement and any applicable Project Plan. 13





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 8.5 Disclosure and Assignment. With respect to all Magenta Developed Intellectual Property, Bachem agrees (i) to disclose the same promptly to Magenta; (ii) to execute documents evidencing the rights of Magenta set forth in this Section 8; and (iii) upon the request of Magenta and at the sole expense, discretion and exclusive control of Magenta, to apply, or to assist and cooperate with Magenta in applying for, letters patent or like corresponding legal protection of any of the foregoing in the United States and all foreign countries (and for any extension, continuation, validation, reissue or renewal thereof). For that purpose, Bachem shall, and shall cause its employees and agents to, execute all papers necessary therefor, including assignments to Magenta or its nominee, without consideration, and also agrees without further consideration, but at Magenta's expense, to provide such information as may be required by Magenta and to assist Magenta, or its agents or designees, in the preparation and prosecution of any such patent application, the enforcement of any such resulting patent and the intellectual property protection of any such invention or discovery.

Section 9. CONFIDENTIALITY

9.1 Confidentiality Agreement. The Parties agree that the terms and provisions of this Agreement shall supersede all terms and provisions of that certain Confidentiality Agreement between the Parties dated February 9, 2016 (the Confidentiality Agreement) and, as of the date hereof, the Confidentiality Agreement is hereby terminated and of no further force or effect.

9.2 Confidential Information. As of the Effective Date, the Parties agree to treat all Confidential Information (as described herein) acquired by either of them from the other under this Agreement as being secret and confidential, and each Party agrees that it shall not, at any time, without the express written consent of the other Party, disclose to any third party any Confidential Information. Each Party agrees that it shall use the other Party's Confidential Information solely to conduct the activities contemplated under this Agreement and for no other purpose. Confidential Information of a Party shall only be disclosed to the those employees, agents and Affiliates of the other Party who have a need to know such Confidential Information and only to the extent necessary in order to fulfill the relevant Party's obligations under this Agreement, who have been informed of the confidential nature of such information and who are obligated by written agreement to comply with confidentiality provisions no less restrictive than those set forth in this Agreement. Notwithstanding the foregoing, Magenta may disclose Confidential Information of Bachem relating to a Project Plan(s), Services, or the manufacture of Product to entities with whom Magenta has or may have a marketing and/or development collaboration or partnership and who have a specific need to know such Confidential Information and who are bound by written agreements which contain restrictions regarding disclosure and use of such Confidential Information no less restrictive than those set forth herein. Each Party further agrees to take such reasonable precautions as it normally takes with its own Confidential Information to prevent any unauthorized disclosure or use of such Confidential Information. For the purposes of this Agreement, Confidential Information shall mean all confidential or proprietary materials or information not generally available to the public that is confidential and proprietary to Magenta or Bachem (as the case may be). Magenta's Confidential Information includes, but is not limited to, Magenta Pre-Existing Intellectual Property, Magenta Developed Intellectual Property, confidential information provided to Bachem prior to the date hereof, all information regarding Magenta's materials, processes, know-how, formulations, analytical procedures, clinical procedures, its INDs and any other regulatory filings, other information related to the Product or any other product that may or will be under development by Magenta and any other technical or business information of Magenta (in each case, expressly excluding 14





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Bachem Intellectual Property). Bachem's Confidential Information includes, but is not limited to, Bachem Intellectual Property, and all information regarding its business, customers, and price lists. As used in this Section 9, the Party in receipt of Confidential Information is the Recipient and the Party disclosing such information is the Disclosing Party.

9.3 Exceptions. The provisions of Section 9.2 shall not apply to any information disclosed hereunder that:

(a) was known to Recipient prior to its date of disclosure by the Disclosing Party as evidenced by Recipient's written records;

(b) is disclosed lawfully to Recipient either before or after the date of the disclosure by the Disclosing Party, without an obligation of confidentiality by a Third Party rightfully in possession of such information;

(c) is published or generally known to the public, either before or after the date of disclosure by the Disclosing Party, through no act or omission on the part of Recipient;

(d) is independently developed by Recipient without reference to or in reliance upon the Confidential Information of the Disclosing Party; and

(e) is required to be disclosed by Recipient to comply with Applicable Laws, to defend or prosecute litigation, or to comply with governmental regulations; provided that Recipient provides prior written notice of such disclosure to the Disclosing Party and cooperates with the Disclosing Party to take reasonable and lawful actions to avoid and/or minimize the degree of such disclosure.

9.4 Return of Confidential Information. Upon request by the Disclosing Party, Recipient shall promptly return to the Disclosing Party the originals and all copies of any Confidential Information then in the Recipient's possession or under the Recipient's control. Notwithstanding the foregoing, the Recipient may retain one (1) copy of such Confidential Information for legal archival purposes, provided that such copy shall be kept confidential after the termination or expiration of this Agreement.

9.5 Handling and Reconstruction of and Access to Confidential Information. Bachem will establish and maintain rigorous safety and facility procedures, data security procedures and other safeguards against the destruction, loss, or alteration of Magenta's Confidential Information in the possession of Bachem. Bachem will be responsible for developing and maintaining procedures for the recovery and reconstruction of lost Confidential Information. Bachem will correct or remedy, at Magenta's request and sole discretion and at no charge to Magenta, any destruction, loss or alteration of any of Magenta's Confidential Information that occurs while such Confidential information is under the control of Bachem. Upon reasonable request by Magenta, Bachem will promptly retrieve any portion of Magenta's Confidential Information reasonably specified by Magenta. Magenta shall have the right to review and retain the entirety of, all computer or other files containing Magenta's Confidential Information. Bachem shall not withhold from Magenta any of Magenta's Confidential Information as a means of resolving a dispute. 15





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 9.6 Equitable Relief. In the event of a breach or threatened breach by a Party of any provision of Section 8 or 9 hereof, the other Party shall be authorized and entitled to obtain from any court of competent jurisdiction equitable relief, whether preliminary or permanent, including specific performance, in addition to any other rights or remedies to which such Party may be entitled in law or equity.

9.7 Survival. The obligations of confidentiality set forth in this Agreement shall survive its termination or expiration for a period of [***].

Section 10. INSURANCE

Bachem shall, during the Initial Term and any Renewal Terms, and [***] after the expiration of the last Product is delivered, obtain and maintain, at its own cost and expense and from a qualified insurance company, comprehensive general liability insurance including, but not limited to, contractual liability coverage and standard product liability coverage in an amount commensurate with industry standards. At Magenta's request, Bachem shall provide Magenta with proof of such coverage. Bachem shall provide, and shall cause its Affiliates and sublicensees who perform activities in connection with the manufacture of Product to provide, to Magenta, upon its reasonable request, a statement of coverages, amounts of insurance, and deductibles, and a copy of all policies including clauses within the policies that the insurance company has a duty to defend and indemnify.

Section 11. INDEMNIFICATION

11.1 By Magenta. Magenta agrees to indemnify, defend and hold harmless Bachem, its Affiliates, directors, officers, employees and agents from and against damages finally awarded or finally paid in settlement of any and all losses (including attorneys' fees and expenses), whether arising as a result of third party claims or a claim between the Parties (Losses) arising out of or in connection with (i) the use or sale of the Product (ii) Magenta's labeling or improper handling and storage of Product, or (iii) any gross negligence, willful misconduct or misrepresentation by Magenta or material breach by Magenta of this Agreement, except to the extent that such Losses are attributable to the gross negligence or willful misconduct of or breach of this Agreement by Bachem.

11.2 By Bachem. Bachem shall indemnify, defend and hold harmless Magenta, its Affiliates, directors, officers, employees and agents from and against Losses arising out of or in connection with: (i) any Product that does not meet the Specifications, (ii) Bachem's labeling or improper manufacturing, handling, use or storage of a Product, (iii) any gross negligence, willful misconduct or misrepresentation by Bachem or material breach by Bachem of this Agreement, or (iv) any Latent Defects in a Product, except to the extent that such Losses are attributable to the gross negligence or willful misconduct of or breach of this Agreement by Magenta.

11.3 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE, WHETHER BASED ON CONTRACT LAW, TORTS OR ANY OTHER AREA OF LAW, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR ITS PERFORMANCE AND THE MAXIMUM TOTAL LIABILITY OF EITHER PARTY WHETHER BASED ON 16





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. CONTRACT LAW, TORTS OR ANY OTHER AREA OF LAW SHALL BE LIMITED TO THE AMOUNT [***]. NOTWITHSTANDING THE FOREGOING, THESE LIMITATIONS SHALL NOT APPLY TO DAMAGES ARISING FROM A PARTY'S (I) INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.1 OR SECTION 11.2 HEREOF, (II) GROSS NEGLIGENCE OR WILFUL MISCONDUCT, (III) BREACH OF ITS OBLIGATIONS UNDER SECTION 9 OR (IV) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY.

Section 12. PUBLICITY AND PUBLICATIONS

Neither Magenta nor Bachem shall make any news release or other public statement, whether to the press or otherwise, disclosing the existence of this Agreement, the terms thereof or of any amendment thereto, or any Project Plan without the prior written approval of the other Party, except as required by Applicable Laws. To the extent, if any, that a Party concludes in good faith that it is required by Applicable Laws or regulations to file or register this Agreement or a notification thereof with any Governmental Authority, including the U.S. Securities and Exchange Commission, such Party may do so, and the other Party shall cooperate in such filing or notification and shall execute all documents reasonably required in connection therewith. In such situation, the filing Party shall request confidential treatment of sensitive provisions of the Agreement to the extent permitted by Applicable Laws. A Party may disclose this Agreement to a Third Party in connection with or in conjunction with a proposed merger, consolidation, sale of assets that include those related to this Agreement, an assignment of this Agreement or loan financing, raising of capital, or sale of securities; provided, however, that the disclosing Party obtains an agreement for confidential treatment thereof with a limitation on use solely for consideration of the relevant transaction.

Section 13. FORCE MAJEURE

If either Party shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strike, lockouts, labor troubles, restrictive governmental or judicial orders or decrees, riots, insurrection, war, terrorist acts, acts of God, inclement weather or other reason or cause reasonably beyond such Party's control (each a Force Majeure), then performance of such act shall be excused for the period of such Force Majeure. The Party affected by the Force Majeure shall provide prompt written notice to the other Party of the commencement and termination of the Force Majeure. Should a Force Majeure continue for more than two (2) months, the Party unaffected by the Force Majeure may terminate this Agreement upon prior written notice to the affected Party. If the Force Majeure equally affects the ability of each Party to perform under this Agreement, then such termination shall only be by mutual written agreement.

Section 14. NOTICES

All notices or other communications that are required or permitted by this Agreement shall be in writing and shall be delivered personally, sent by fax (and promptly confirmed by overnight courier), sent by nationally recognized overnight courier, or sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: 17





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. If to Magenta: Magenta Therapeutics, Inc. Attn: [***] 50 Hampshire Street 8t h Floor Cambridge, MA 02139 [***]

If to Bachem: Bachem Americas, Inc. Attn: [***] 3132 Kashiwa Street, Torrance, CA 90505 [***]

All notices delivered pursuant to this Section 14 shall be considered delivered upon receipt by the intended recipient.

Section 15. MISCELLANEOUS

15.1 Further Actions. The Parties shall duly execute and deliver, or cause to be duly executed and delivered, such further instruments, and to do and cause to be done such further acts that may be necessary to carry out the provisions and purposes of this Agreement, notwithstanding any expiration or termination of this Agreement.

15.2 Amendments; Assignment. This Agreement, including any Project Plans or other attachments, may not be altered, amended or modified except by a written document signed by both Parties. Bachem will not assign this Agreement without the prior written consent of Magenta, and any purported assignment in contravention of this Section 15.2 shall be null and void; provided, however, that either Party may assign this Agreement in connection with (i) the sale, transfer or other disposition of its assets related to this Agreement, (ii) a change in control of such Party, or (iii) the sale or transfer of substantially all of such Party's outstanding stock.

15.3 Subcontracting. Bachem shall not assign, subcontract or delegate any of its rights or obligations under this Agreement without the express prior written authorization of Magenta, provided however, that Bachem may subcontract its rights and obligations hereunder to those subcontractors identified and agreed to by the Parties in the Quality Agreement. Bachem shall cause any such authorized subcontractor to be subject by contract to the same restrictions, exceptions, obligations, reports, termination provisions and other provisions contained in this Agreement and any applicable Project Plan(s). Bachem shall remain primarily obligated for all acts and omissions of any of its subcontractors as if Bachem had performed the subcontracted obligations itself, and shall guarantee the performance of the same.

15.4 Successors; Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and each of their respective successors and permitted assigns.

15.5 Severability. All agreements and covenants contained herein are severable, and in the event any of them shall be held to be invalid by any competent court, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein.

15.6 Entire Agreement. This Agreement, including the attached Project Plans, constitutes the entire agreement between the Parties related to the subject matter hereof, and supersedes all prior communications, representations, or agreements, either verbal or written, between the Parties. Each Party confirms that it is not relying on any representations or warranties of the other Party except as specifically set forth herein. 18





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 15.7 Independent Contractor. This Agreement shall not be deemed to create any partnership, joint venture, or agency relationship between the Parties. Each Party shall act hereunder as an independent contractor, and its agents and employees shall have no right or authority under this Agreement to assume or create any obligation on behalf of, or in the name of, the other Party. All persons employed by a Party shall be employees of such Party and not of the other Party, and all costs and obligations incurred by reason of any such employment shall be for the account and expense of such Party.

15.8 Waiver. The waiver by either Party of any right hereunder shall not be deemed a waiver of that same right in the future or a waiver of any other right hereunder.

15.9 Counterparts. This Agreement may be executed by original or facsimile signature in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument.

15.10 Headings. The headings used in this Agreement are for convenience only and are not a part of this Agreement.

15.11 Governing Law. This Agreement will be construed and interpreted and its performance governed by the laws of the State of New York, without giving effect to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts in New York for any suit, action or proceeding relating to this Agreement.

15.12 Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations between executives who have authority to settle the controversy. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within [***] after delivery of said notice, executives of both parties shall meet at a mutually acceptable time and place in the State of New York or as otherwise agreed and thereafter as often as they reasonably deem necessary to exchange relevant information and to resolve the dispute. Once the executive of either party determines that additional meetings are not likely to resolve the dispute, each of the parties shall be entitled to terminate such meetings and the dispute shall be submitted to binding arbitration. The binding arbitration shall be in accordance with the rules and procedures for commercial arbitration of the American Arbitration Association. Unless the parties to such dispute agree otherwise in writing, any such arbitration shall be conducted in New York pursuant to New York law, without any consideration of conflict of law issues, and the results of such arbitration shall be final and binding on the parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, the parties acknowledge and agree that each of them shall have the right to seek immediate injunctive and other equitable relief through the courts in the event of any material breach by the other party of any provision of this Agreement that would cause the non-breaching party irreparable injury for which there would be no adequate remedy at law. Any such legal proceeding will be brought in the applicable state or federal court of the State of New York, and the parties hereby consent to this exclusive jurisdiction for this purpose.

* * * * * 19





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IN WITNESS WHEREOF, each of the Parties hereto has caused this Master Development and Manufacturing Agreement to be executed by its duly authorized representative as of the Effective Date. Magenta Therapeutics, Inc.

By:/s/ Christina Isacson Name: Christina Isacson Title: CBO

Bachem Americas, Inc.

By:/s/ Brian Gregs Name: Brian Gregs Title: COO

Acknowledged by Bachem AG

By:/s/ Beat Sax Name: Beat Sax Title: Site Manager

By:/s/ Boris Corpateaux Name: Boris Corpateaux Title: VP BD & Sales 20





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. APPENDIX A

List of Existing Project Plans [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 21





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [Form of Amendment to Appendix A]

AMENDMENT TO APPENDIX A

This Amendment to Appendix A is dated as of [ ], 20[_], and made pursuant to Section 3.1 of the Master Development and Manufacturing Agreement (the Master Agreement), dated [ ] [ ], 20[ ], between Magenta Therapeutics, Inc. and Bachem Americas, Inc. In consideration of the mutual promises contained in the Master Agreement and for other good and valuable consideration, the receipt and adequacy of which each of the Parties does hereby acknowledge, the Parties hereby agree to amend Appendix A by adding the attached new Project Plan entitled [ ], which is designated as Project Plan A-[ ]. This Project Plan is effective as of [ ], 20[ ] and shall terminate on [ ], 20[ ], unless earlier terminated as permitted in the Master Agreement.

Project Plan A-[ ] shall hereby be deemed incorporated into the Master Agreement referenced above. Magenta Therapeutics, Inc.

By: Name: Title:

Bachem Americas, Inc.

By: Name: Title: 22





CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH [***]. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. APPENDIX B

[***] [***] [***] Date Added [***] [***] Effective Date [***] [***] Effective Date [***] [***] Effective Date 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

SOLUTION: Bachem shall provide, and shall cause its Affiliates and sublicensees who perform activities in connection with the manufacture of Product to provide, to Magenta, upon its reasonable request, a statement of coverages, amounts of insurance, and deductibles, and a copy of all policies including clauses within the policies that the insurance company has a duty to defend and indemnify.

PROBLEM: TAT-14 CABLE NETWORK

                     CONSTRUCTION AND MAINTENANCE AGREEMENT

                                [GRAPHIC OMITTED]

    Certified to be a true and complete copy of the original document in the

                           custody of Deutsche Telekom

- --------------------------------------------------------------------------------               Volkmar Rompke                         Carmen Bornefeld

       Deutsche Telekom AG, Friedrich-Ebert-Allee 140, 53113 Bonn, Germany

                               TABLE OF CONTENTS

1 DEFINITIONS                                                                  2

2 BASIC PRINCIPLES                                                             6

3 CONFIGURATION                                                                6

4 PROVISION OF SEGMENTS T AND S                                                8

5 OWNERSHIP OF SEGMENTS AND ADDITIONAL PROPERTY                                9

6 ESTABLISHMENT OF THE GENERAL COMMITTEE                                       9

7 ESTABLISHMENT OF MANAGING GROUP                                             11

8 PROCUREMENT GROUP; SUPPLY CONTRACT FOR SEGMENT S                            12

9 ACQUISITION AND USE OF CAPACITY                                             13

10 EQUIPAGE                                                                   15

11 INCREASE OR DECREASE OF DESIGN CAPACITY                                    15

12 OWNERSHIP PRICING                                                          16

13 DEFINITION OF CAPITAL COSTS OF SEGMENT S                                   16

14 ALLOCATION AND BILLING OF SEGMENT S CAPITAL COSTS                          17

15 TRANSIT FACILITIES TO EXTEND TAT-14 CAPACITY                               19    AND CONNECTION WITH INLAND SYSTEMS

16 OPERATION AND MAINTENANCE OF SEGMENTS T AND S                              20

17 OPERATION AND MAINTENANCE COSTS OF SEGMENTS     -ALLOCATION AND BILLING                                                   23

18 USE OF SEGMENTS Tl TO T7; COSTS, ALLOCATION AND    BILLING                                                                    23

19 KEEPING AND INSPECTION OF BOOKS                                            25

20 CURRENCY AND PLACE OF PAYMENT                                              26

21 DEFAULT OF PAYMENT                                                         27

22 LIABILITY                                                                  27

23 FORCE MAJEURE                                                              28

24 SETTLEMENT OF CLAIMS BY THE PARTIES                                        28

25 DURATION OF AGREEMENT AND REALIZATION OF ASSETS                            29

- -------------------------------------------------------------------------------- September 2, 1998                                                              i

26 RELATIONSHIP OF THE PARTIES                                                30





27 OBTAINING OF LICENSES                                                      30

28 PRIVILEGES FOR DOCUMENTS OR COMMUNICATIONS                                 30

29 CONFIDENTIALITY                                                            30

30 ASSIGNMENT OF RIGHTS AND OBLIGATIONS                                       31

31 WAIVER                                                                     32

32 COMMUNICATIONS                                                             32

33 PARAGRAPH HEADINGS, REFERENCES                                             32

34 SEVERABILITY                                                               33

35 EXECUTION OF AGREEMENT AND AMENDMENTS                                      33

36 INTERPRETATION OF THE AGREEMENT AND    SETTLEMENT OF DISPUTES                                                     33

37 SUCCESSORS BOUND                                                           34

38 ENTIRE AGREEMENT                                                           34

39 TESTIMONIUM                                                                35

- -------------------------------------------------------------------------------- September 2, 1998                                                             ii

                                    SCHEDULES

SCHEDULE A        PARTIES TO THE AGREEMENT

SCHEDULE B        VOTING INTERESTS, OWNERSHIP INTERESTS IN SEGMENT S                   AND ALLOCATION OF CAPITAL, OPERATING AND                   MAINTENANCE COSTS IN SEGMENTS T AND S

SCHEDULE C        SUMMARY OF ALLOCATED CAPACITY

SCHEDULE C-1      SUMMARY OF ALLOCATED CAPACITY AS ASSIGNED AT                   THE TIME OF C&MA SIGNING

                                 ANNEXES

ANNEX 1        TERMS OF REFERENCE FOR MANAGING GROUP

ANNEX 2        TERMS OF REFERENCE FOR THE PROCUREMENT GROUP

ANNEX 3        TERMS OF REFERENCE FOR THE AR&R SUBCOMMITTEE

ANNEX 4        TERMS OF REFERENCE FOR THE F&A SUBCOMMITTEE

ANNEX 5        TERMS OF REFERENCE FOR THE CENTRAL BILLING PARTY

ANNEX 6        TERMS OF REFERENCE FOR THE NETWORK ADMINISTRATOR

ANNEX 7        SOURCE OF FINANCIAL CHARGE RATES

ANNEX 8        INITIAL OWNERSHIP PRICING MATRIX

ANNEX 9        CAPACITY STRUCTURE

ANNEX 1O       ORGANIZATION STRUCTURE

ANNEX 11       CONFIGURATION DIAGRAM

- -------------------------------------------------------------------------------- September 2, 1998                                                            iii





                              TAT-14 CABLE NETWORK

                     CONSTRUCTION AND MAINTENANCE AGREEMENT

This  Agreement,  made  and  entered  into  this  2nd  day  of  September  1998, hereinafter  called the Effective Date,  between and among the Parties signatory hereto  (hereinafter  collectively  called  Parties  and  individually  called Party),  which Parties are identified in Schedule A attached hereto and made a part hereof,

WITNESSETH:

WHEREAS, telecommunication services are being provided between and among Europe,      and North America,  by means of submarine  cable and satellite  facilities;      and

WHEREAS, the Parties plan to supplement  such  facilities  with an optical fibre      submarine cable system called the TAT-14 Cable Network  (hereinafter called      TAT-14) which will be used to provide telecommunication  services between      points in or reached via the United States of America,  the United Kingdom,      France, The Netherlands, Germany, Denmark and points beyond; and

WHEREAS, a Memorandum  of  Understanding  was signed on the 27th of May 1997 and      amended on the 18th of November 1997 (First Supplementary  Agreement) and      amended on the 27th of January,  1998 (First Amendatory  Agreement),  and      amended on the 27th of January,  1998 (Second  Supplementary  Agreement),      and amended on the 28th of January, 1998 (Third Supplementary Agreement),      and amended on the 12th of May,  1998 (Fourth  Supplementary  Agreement),      and amended on the 12th of May, 1998 (Fifth Supplementary Agreement), and      amended  on  18th  of  June,   1998  (Sixth   Supplementary   Agreement),      collectively  hereinafter referred to as the MOU establishing a framework      of  organization  to be effective  prior to the signature of this Agreement      and to be superseded by it; and

WHEREAS, the parties to the MOU invited other  International  Telecommunications      Entities to become Parties to this Agreement; and

WHEREAS, the  Parties now desire to define the terms and  conditions  upon which      TAT-14 will be engineered,  provided, constructed,  operated and maintained      in a cost effective manner for the duration of this Agreement.

NOW, THEREFORE,  the Parties,  in  consideration  of the mutual covenants herein      expressed, covenant and agree with each other as follows:

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 1

1        DEFINITIONS

1.1      Definition of Terms

AFFILIATE

        A company in which not less than either ten percent (10%) or the highest         percentage  allowed by the local law,  whichever  is the lowest,  of its         voting  capital is owned  directly or indirectly by a Party or a company         owning  directly  or  indirectly  not less than  either ten (10%) or the         highest percentage allowed by the local law, whichever is the lowest, of         the voting capital of a Party.

AGENT

        An entity  acting on behalf of a Party or a  Purchaser  for  access to a         Terminal  Station which has an appropriate  license to provide  backhaul         and access in the respective Country.

BASIC SYSTEM MODULE (BSM)

        A Basic System Module of TAT-14 shall consist of a 155,520,000  bits per         second  digital line section with  interfaces in  accordance  with ITU-T         Recommendations  G.707  Network  Node  Interface  for  the  Synchronous         Digital  Hierarchy  Issue 1996  (STM-1).  A Basic  System  Module shall         contain 63 MIUs (Minimum Investment Units).





CABLE LANDING POINT

        Cable  Landing  Point shall be the beach joint at the  respective  cable         landing locations or mean low watermark of ordinary spring tides line if         there is no beach joint.

CABLE STATIONS

        The Cable  Stations are the  locations  where TAT-14 is  terminated  and         where access to other cable systems may be provided.

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 2

CAPACITY

       Capacity shall be categorized as follows:

       (i)   Design Capacity

             The design  ring  capacity  of  Segment S of  TAT-14,  which is 640              Gbit/s.

       (ii)  Allocated Capacity

             Number  of  Ring-MlUs  distributed  to  Parties,   based  on  their              financial commitments at the time of signing of this Agreement,  as              shown in Schedule C.

       (iii) Purchased Capacity

             Capacity  purchased  after signing of this  Agreement by a Purchase              Contract.

       (iv)  Sold Capacity

             The sum of the Allocated Capacity and the Purchased Capacity.

       (v) Common Reserve Capacity (CRC)

             The difference between the Design Capacity and the Sold Capacity.

COUNTRY

      Country as used in this Agreement shall mean country,  territory or place,       as  appropriate.  For the purposes of Paragraph 15 of this  Agreement  the       Country associated with Telia shall mean Denmark.

INTERNATIONAL TELECOMMUNICATIONS ENTITY (ITE)

      Any  entity  authorized  or  permitted  under  the laws of its  respective       Country,  or another  Country  in which it  operates,  to acquire  and use       international  transmission  facilities for the provision of international       telecommunications  services and which is in  possession  of any necessary       operating license to enable it to do so.

MAINTENANCE AUTHORITIES

      The Maintenance Authorities in TAT-14 shall be the Terminal Parties.

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 3





MINIMUM INVESTMENT UNIT (MIU)

      One Ring-MIU

MOU PARTIES

      The MOU Parties are AT&T,  BT, C&W, DTAG,  FT, KPN,  MCII,  PGE,  Sprint,       Swisscom, Telia.

PRIVATE AGREEMENT

      An agreement to make  capacity  available on  conditions  other than on an       ownership  basis from a Party to another  Party or to another  assignee of       capacity in possession of any and all requisite licenses for the provision       of international telecommunications.

PURCHASER

      An assignee of capacity,  including a Party,  obtaining TAT-14 capacity by       means of a Purchase  Contract and in  possession  of any and all requisite       licenses for the provision of international telecommunications.

PURCHASE CONTRACT

      A contract to make capacity  available  from the CRC on  conditions  other       than on an ownership basis.

READY FOR CUSTOMER SERVICE (RFCS) DATE

      The Ready for Customer Service Date (hereinafter called RFCS Date) shall       be  considered as the date at which the Parties agree to place TAT-14 into       operation  for  customer  service.  The RFCS Date is  planned  to be by 15       December 2000.

READY FOR PROVISIONAL ACCEPTANCE (RFPA) DATE

      The date on which Segment S of TAT-14 is accepted by the Procurement Group       on  behalf of the  Parties.  The Ready  for  Provisional  Acceptance  Date       (hereinafter called RFPA Date) is planned to be by 31 October 2000.

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 4

RING

      An  electrical   and/or   optical  loop  that  provides  two   independent       bi-directional paths between two points for the same traffic.

RING-MIU

      A nominal 2 Mbps bearer,  and all the additional  overhead bits per second       recommended by ITU-T standards for multiplexing,  in a Ring  configuration       with the capability of bi-directional operation.

SUBSIDIARY

      A company  having at least the  majority  of its shares  owned  legally or       beneficially, directly or indirectly by its parent company.

SUPPLY CONTRACT

      The contract to be placed with the Supplier for the provision of Segment S       of TAT-14.





SYSTEM INTERFACE

      The  System  Interface  shall be the  nominal  155,520,000  bit/s  (STM-1)       digital  optical/electrical  input/output ports,  including STM-4, STM-16,       and/or  any  other  higher  level,  on  the  digital   distribution  frame       (including  the digital  distribution  frame  itself,  and any  additional       access  equipment  as shall be deemed  necessary  by the  Managing  Group,       including  any  crossconnect  equipment,  and  shall  be  regarded  as the       interface   location  where  TAT-14   connects  with  other   transmission       facilities or equipment.

TERMINAL PARTIES

      The Terminal Parties are AT&T, BT, Deutsche Telekom,  France Telecom, KPN,       Sprint, and Telia.

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 5

1.2      Schedules and Annexes

         The Schedules and Annexes to this Agreement,  and any  supplementary or          amendatory  agreement thereto or any Schedules and Annexes  substituted          therefore,  shall form part of this Agreement,  and any Paragraph which          contains a  reference  to a Schedule  or Annex  shall be read as if the          Schedule  or Annex was set out at  length in the body of the  Paragraph          itself.  In the event that there is any conflict  between the terms and          conditions  of this  Agreement  and the  Schedules  and Annexes to this          Agreement, the terms and conditions of this Agreement shall prevail.

2        BASIC PRINCIPLES

2.1      Parties to this Agreement are ITEs and shall be entitled to participate          in the General Committee in accordance with Paragraph 6.

2.2      A Managing  Group shall be  established  for the purpose of supervising          TAT-14. The Managing Group will consist of one representative from each          of the MOU  Parties  and one  representative  from any  other  Party or          Parties who, individually or collectively, represent 10% or more of the          total voting interests specified in Schedule B. The Managing Group will          take all  decisions not reserved for the General  Committee,  which are          necessary to engineer,  provide,  install, bring into service,  operate          and maintain, administer, bill and market TAT-14.

2.3      The  acquisition  of capacity on an  ownership  basis is not  permitted          after the Effective  Date of this  Agreement,  at which time Schedule B          will be fixed.

3        CONFIGURATION

3.1      TAT-14  is  a  ring  system  comprising  two  transatlantic  links  and          terminals in the USA (two), the UK, France,  the  Netherlands,  Germany          and Denmark (as  referenced in Annex 11). The cable contains four fibre          pairs, each initially operating at 160 Gbit/s.

3.2      In  accordance  with  this  Agreement,  TAT-14  shall  be  regarded  as          consisting of the following Segments:

         Segment S: The submarine  portion of TAT-14 as defined in Subparagraphs          3.3 and 3.4 of this Agreement;

         Segment T1: The Sprint Cable Station at Manasquan in the United  States                      of America;

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 6





         Segment T2: The AT&T Cable Station at Tuckerton in the United States of                      America,

         Segment T3: The BT Cable Station at Widemouth, the intermediate station                      at Pentewan  and the duct  between these  stations,  in the                      United Kingdom;

         Segment T4: The FT Cable Station at St. Valery-en-Caux in France;

         Segment T5: The KPN Cable Station at Katwijk in the Netherlands;

         Segment T6: The DTAG Cable Station at Norden in Germany;

         Segment T7: The Telia Cable Station at Blaabjerg in Denmark.

3.3      Segments T1 to T7 shall each consist of:

         (i)   an  appropriate  share of the land and buildings at the specified                locations for the cable landing,  the Cable Station and the cable                rights-of-way   and  ducts   between  a  Cable  Station  and  its                respective  Cable  Landing  Point,  and an  appropriate  share of                common  services and equipment  associated with and necessary for                Segment S;          (ii)  interface  equipment  in each of the  cable  stations  associated                solely and directly  with TAT-14 to operate and  interface at the                System Interface  operating point associated  solely with TAT-14;                and          (iii) an appropriate share of the test equipment (not solely associated                with TAT- 14).

3.4      Segment S shall consist of the following Subsegments:

         Subsegment S:  The submarine  cable  consisting  of  four  fibre  pairs                         between Manasquan and Tuckerton;

         Subsegment S2: The submarine  cable  consisting  of  four  fibre  pairs                         between Tuckerton and Widemouth;

         Subsegment S3: The submarine  cable  consisting  of  four  fibre  pairs                         between Widemouth and St Valery-en-Caux;

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 7

         Subsegment S4: The submarine  cable  consisting  of  four  fibre  pairs                         between St Valery-en-Caux and Katwijk;

         Subsegment S5: The submarine  cable  consisting  of  four  fibre  pairs                         between Katwijk and Norden;

         Subsegment S6: The submarine  cable  consisting  of  four  fibre  pairs                         between Norden and Blaabjerg;

         Subsegment S7: The  submarine  cable  consisting  of  four  fibre pairs                         between Blaabjerg and Manasquan.

3.5      Segment S shall consist of the whole of the submarine cable between the          Cable Stations and shall include but shall not be limited to:

         (i)    all transmission  equipment,  System Interface equipment,  power                 feeding equipment and special test equipment directly associated                 with the  submersible  plant,  located in the  respective  Cable                 Station;,          (ii)   the power  equipment  provided wholly for use with the equipment                 listed in (i) above;          (iii)  the transmission cable equipped with appropriate amplifiers, and                 joint housings between the Cable Stations  including spare cable                 and spare amplifiers;          (iv)   the sea earth  cable  and  electrode  system  or the land  earth                 system,  or an appropriate  share thereof,  associated  with the                 terminal  power  feeding   equipment  in  the  respective  Cable





                Stations;          (v)    all  special  test  equipment,  system  supervisory  and control                 equipment solely associated with TAT-14;          (vi)   the  interconnection  equipment which shall be used to groom all                 payload  virtual  containers  transported by TAT-14 as required,                 however configured,  in order to meet the internal  connectivity                 requirements of TAT-14;

3.6      TAT-14 will operate as a SDH submarine  cable system in accordance with          ITU-T  Recommendations  G.707 Issue 1996  supporting  VC12, VC3 and VC4          paths and higher order paths as defined in the System Interface.

4        PROVISION OF SEGMENTS T AND S

4.1      Each of the Segments T1 to T7 shall be provided by the  Terminal  Party          owning that segment,  as shown in Subparagraph  5.1, in accordance with          the terms of Paragraph 18 of this Agreement. Segments T1 to T7 shall be          provided  in  sufficient  time  to  permit  TAT-14  to be  placed  into          operation by the RFPA Date.

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 8

4.2      Segment S shall be provided  through a Supply  Contract to be placed by          the  Procurement  Group on behalf of the  Parties  in  accordance  with          Paragraph 8 of this Agreement.

5        OWNERSHIP OF SEGMENTS AND ADDITIONAL PROPERTY

5.1      Segments T1 to T7 of TAT-14 shall be owned as follows;

         (i)    Segment  T1 shall be owned by Sprint;  (ii)  Segment T2 shall be                 owned by AT&T;          (iii)  Segment T3 shall be owned by BT; (iv)  Segment T4 shall be owned                 by FT;  (v)  Segment T5 shall be owned by KPN;  (vi)  Segment T6                 shall be owned by DTAG;          (vii)  Segment T7 shall be owned by Telia.

5.2      Segment S shall be owned by the Parties in common and undivided  shares          in the  proportions set forth in Schedule B. Ownership of Segment S and          voting  interests,  as shown in Schedule B to this Agreement,  shall be          based upon the financial investment of each Party.

5.3      References to any Segment in this Agreement shall be deemed to include,          unless the context otherwise requires, additional property incorporated          therein by agreement of the Parties.  Each Segment shall be regarded as          including  its  related  spares  and  standby  units  and   components,          including,  but not limited to, submersible  amplifiers,  cable lengths          and terminal  equipment as necessary for the operational  capability of          TAT-14.

6        ESTABLISHMENT OF THE GENERAL COMMITTEE

6.1      For the purpose of monitoring the provision and continued  operation of          TAT-14,  of making key  decisions as specified in this  Agreement,  the          Parties  shall,  upon  the  signing  of this  Agreement,  form a TAT-14          General  Committee   (hereinafter   called  the  General   Committee)          consisting of one representative of each of the Parties.

 6.2      At each General Committee meeting a hosting Party for the next meeting           will be decided.  The hosting Party for each General Committee meeting           will provide the chairperson who will retain the coordination function           until the next meeting.

6.3      To aid the General  Committee in the performance of the duties assigned          to it,  pursuant  to this  Agreement,  and to  ensure  flexibility  and          efficiency  in  constructing,   operating,  maintaining  and  marketing          TAT-14, the General Committee immediately after signing this Agreement,          shall establish the Managing  Group,  as set forth in Subparagraph  2.2          and Paragraph 7. The General Committee shall also

- -------------------------------------------------------------------------------- September 2, 1998                                                        Pages 9





         be responsible for:

         (i)    the overall supervision of the project;          (ii)   approval of the initial budget for TAT-14;          (iii)  approval of the TAT-14 annual  report  submitted by the Managing                 Group;          (iv)   approval of the administrative budget of the Managing Group;          (iv)   reviewing  and  acting on any  other  reports  submitted  by the                 Managing Group; and          (v)    providing a forum for approval and  execution of any  amendments                 to the C&MA in accordance with Subparagraph 35.1.

6.4      During the project implementation,  the General Committee shall meet at          least once a year on the call of the chairperson.  After the RFCS Date,          the General Committee shall meet whenever requested by the chairperson.          Furthermore,  the General Committee shall meet whenever it is requested          by two or more Parties  collectively  representing  at least 5 % of the          total voting interests as specified in Schedule B.

6.5      In calling the General Committee  meetings,  the chairperson shall give          at least  forty-five (45) days' advance notice of each meeting together          with a copy of the draft  agenda.  In cases of  emergency,  such notice          period may be reduced if Parties  representing at least one-third (1/3)          of the total  voting  interests  as  specified  in  Schedule  B, are in          agreement.

6.6      All decisions made by the General  Committee  shall be subject,  in the          first place,  to  consultation  among the  Parties,  who shall make all          reasonable  efforts to reach  agreement  with  respect to matters to be          decided.  However,  in the  event  agreement  cannot  be  reached,  the          decision  shall be  carried  on the basis of a vote.  The vote shall be          carried by a majority (more than 50 %) of the total voting  interest as          specified in Schedule B, unless otherwise  stated in this Agreement.  A          member of the General Committee  representing more than one Party shall          separately cast the vote to which each Party he represents is entitled.

6.7      Decisions  required between scheduled  General  Committee  meetings may          also be reached by correspondence, provided :

         (i)    all Parties are  provided  with all the  necessary  and relevant                 information regarding the decision to be taken; and          (ii)   the  decision  taken is reduced to writing  and  approved by the                 required  majority of the total voting  interest as specified in                 Schedule B.

6.8      All decisions made by the General Committee shall be binding on all the          Parties.  No  decisions  of the General  Committee  shall  override any          provision of this Agreement.

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page l0

7        ESTABLISHMENT OF THE MANAGING GROUP

7.1      The  Managing  Group will consist of one  representative  from each MOU          Party  and one  representative  from any  other  Party or  Parties  who          individually or collectively represent 10 % or more of the total voting          interest as specified in Schedule B.

7.2      To aid the Managing Group in the  performance of the duties assigned to          it pursuant to this  Agreement,  the  following  bodies shall be formed          under the direction of the Managing Group:

         (i)    a Procurement Group;          (ii)   a Capacity  Assignment,  Routing  and  Restoration  Subcommittee                 (hereinafter called AR&R Subcommittee);          (iii)  a Financial and Administrative  Subcommittee (hereinafter called                 F&A Subcommittee);          (iv)   a Central Billing Party (hereinafter called CBP), and          (v)    a Network Administrator (hereinafter called NA).

         These  bodies  shall  be  responsible  for  their  respective  areas of          interest as listed in the  respective  Annexes 2 to 6 of this Agreement          and any other tasks  designated  by the  Managing  Group,  The Managing          Group  may also  appoint  other  groups  or  Subcommittees  to  address          specific  questions which may arise during the period this Agreement is          in force.

7.3      The  Managing  Group  shall act in the  interest  of the  TAT-14  Cable





         Network.  All decisions made by the Managing  Group, in accordance with          its Terms of  Reference  contained  in Annex 1, shall be binding on all          the Parties. No decisions of the Managing Group or its Subcommittees or          any other group  established  by the Managing  Group shall override any          provision of this Agreement.

7.4      The Subcommittees shall meet at least once annually after the Effective          Date of this Agreement and more frequently if necessary, until the RFCS          Date of TAT-14 and thereafter as may be  appropriate.  The  Chairperson          shall give reasonable  advance notice of each meeting,  together with a          copy of the draft agenda,  insofar as possible at least forty-five (45)          days prior to the date of the proposed meeting. The Chairperson of each          Subcommittee,  or a designated  representative,  may attend meetings of          the other Subcommittees in an advisory capacity as necessary.

7.5      After the RFCS Date of  TAT-14,  the  Managing  Group  shall  determine          whether any of its  Subcommittees  or any other group should  remain in          existence.  In the event that the Managing Group determines that any of          its  Subcommittees,  or any other group should not remain in existence,          the Managing Group has the right to determine,  in accordance  with its          Terms of Reference contained in Annex 1 of

- -------------------------------------------------------------------------------- September 2, 1998                                                       Page  11

         this Agreement,  the manner in which the  Subcommittee's,  or any other          group's responsibilities shall be reassigned.

8        PROCUREMENT GROUP; SUPPLY FOR SEGMENT S

8.1      The  Procurement  Group shall consist of AT&T,  BT, C&W, DTAG, FT, KPN,          MCII,  PGE,  Sprint and Telia.  This group shall act on a joint but not          several  basis on behalf  of the  Parties  to this  Agreement  and,  in          accordance  with its Terms of  Reference  contained  in Annex 2,  shall          negotiate the Supply Contract with the selected  supplier  (hereinafter          called the Supplier) to engineer,  provide and install or to cause to          be  engineered,  provided  and  installed  all of  Segment S of TAT-14,          except  for such  Segment S work as may be  performed  by the  Terminal          Parties or their subcontractors.

8.2      The Procurement  Group shall recommend a Supplier to the Managing Group          after  submission  and  evaluation  of  proposals   following  an  open          international  tender.  After Managing Group approval,  the Procurement          Group shall execute the Supply Contract.

8.3      The  Procurement  Group  shall  ensure  that the Supply  Contract  will          require the  Supplier  to  engineer,  provide and install  Segment S in          sufficient  time to permit  TAT-14 to be placed into  operation  by the          RFCS  Date.  Notwithstanding  that  certain  work of  Segment S will be          performed by the Terminal Parties or their  subcontractors,  the Supply          Contract  shall  require the Supplier to guarantee  that Segment S will          conform  to  the  technical  performance  requirements  for  TAT-14  as          specified in the Supply Contract.

8.4      The  Procurement  Group  shall  ensure that the Supply  Contract  shall          afford its designated  representatives  reasonable  rights of access to          examine,  test and inspect the submarine cable,  land cable,  submarine          cable and land cable  equipment,  material,  supplies and  installation          activities.  Such  representatives  shall  provide  reasonable  advance          notice  to  the  relevant  Terminal  Party  when  access  to any of the          Segments T1 to T7 is required.  The relevant  Terminal Party shall have          the  right  to  have  its  own  representatives   present  during  such          activities.

8.5      In the event that any portion of Segment S of TAT-14  fails to meet the          specifications  referenced  in the Supply  Contract for its  provision,          fails  to  provide  the  specified  capacity,  or  is  not  engineered,          provided, installed and ready in sufficient time to permit Segment S to          be  provisionally  accepted on or before the RFPA Date, the Procurement          Group shall take such action as may be necessary to exercise the rights          and remedies under the terms and conditions of the Supply Contract. The          Procurement  Group shall also take any other actions  directly  against          the  Supplier as may be  necessary  to  exercise  any or all rights and          remedies  available  under the  Supply  Contract.  Such  actions by the





         Procurement Group shall be subject to any direction deemed necessary by          the Managing Group.

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8.6      Neither  the  individual  members  of the  Procurement  Group,  nor the          Parties they represent, shall be liable to any other Party for any loss          or damage  sustained  by reason of a  Supplier's  failure to perform in          accordance with the terms and conditions of its Supply Contract,  or as          a result of Segment S of TAT-14 not meeting the RFPA Date as  specified          in the Supply  Contract,  or if TAT-14 does not  perform in  accordance          with the technical  specifications and other requirements of the Supply          Contract,  or TAT-14 is not  integrated or placed into  operation.  The          Parties  recognize  that the  Procurement  Group does not  guarantee or          warrant:

         (i)    the performance of the Supply Contract by the Supplier;          (ii)   the performance or reliability of Segment S; or          (iii)  that TAT-14 shall be integrated or placed into operation.

8.7      The Managing Group shall authorize the  Procurement  Group to implement          contract  variations  provided  that the  cumulative  total of all such          changes  to the  Supply  Contract  does not  increase  the value of the          Supply  Contract by more than $ 50M.  Any further  contract  variations          which  increase  the revised  budget  shall be submitted to the General          Committee for approval.

9        ACQUISITION AND USE OF CAPACITY

9.1      The Parties hereby acquire Allocated  Capacity in the form of Ring-MlUs          on an ownership basis as shown in Schedule C. After the signing of this          Agreement, capacity may only be acquired through a Purchase Contract or          through a Private Agreement, in accordance with this Paragraph 9.

9.2      An assignee of capacity under a Purchase  Contract or Private Agreement          must be  either  a Party  or an  entity  in  possession  of any and all          requisite licenses authorizing it to own, operate, acquire, sell and/or          use,  as  appropriate,  the  capacity  in TAT-14 for the  provision  of          international telecommunications.

9.3      The Parties and Purchasers  shall  designate the Cable Stations and the          amount of capacity to the NA that is planned to be  activated,  at some          period in advance of the date of the  activation,  Such period would be          determined by the Managing Group.

9.4      The assignment of each Party's Allocated Capacity to each Cable Station          at the time of the signing of this  Agreement is shown in Schedule C-1.          A Party or  Purchaser  may move any portion of its  capacity,  from one          Cable  Station,  to any other Cable  Station  without  any  increase in          investment.  A request for such a reassignment shall be notified to the          NA at some period in advance of the date of  reassignment,  such period          and  reassignment  shall be in accordance with procedures  developed by          the NA and approved by the Managing Group.

- -------------------------------------------------------------------------------- September 2, 1998                                                        Paqe 13

9.5      The CRC of TAT-14 shall be owned by the Parties in common and undivided          shares.

9.6      The Managing Group shall  establish the terms and conditions  including          pricing  criteria  for  sales of  capacity  from the CRC.  The NA shall          develop  procedures  for sale of  capacity  from the CRC and a Purchase          Contract for approval by the Managing  Group.  Following such approval,          the NA shall be  authorized  to execute any such  Purchase  Contract on          behalf of all the Parties. No provisions of any Purchase Contract shall          override the provisions of this Agreement.  The Purchase Contract price          structure  may be reviewed  and amended if  necessary,  by the Managing          Group

9.7      Each Party shall be compensated  from the sale of capacity from the CRC





         under  conditions  set forth by the Managing  Group in accordance  with          Schedule C.

9.8      Any Party  shall be  entitled  to  transfer  any part of its  Allocated          Capacity  through  a  Private  Agreement.  No  provisions  of a Private          Agreement shall override the provisions of this Agreement.

9.9      Each Purchase Contract or Private Agreement shall

         (i)    contain at least the same  conditions on utilization of capacity                 as specified in Subparagraphs 9.16 and 9.17; and          (ii)   require that the entity  acquiring the capacity may only further                 transfer its capacity under the same conditions.

9.10     Notwithstanding  Subparagraph  2.3, at the  discretion  of the Managing          Group,  the  distribution of capacity from the CRC may be made on a pro          rata basis, in whole  Ring-MlUs,  in accordance with the percentages in          Schedule C.

9.11     No later than three years after the TAT-14 RFCS the remaining CRC shall          be  distributed  to the Parties on a pro rata basis in accordance  with          Schedule C. The Managing  Group will determine the process for the sale          of  capacity  of  those  Parties  that  do  not  need  their  pro  rata          distribution.

9.12     The  Managing  Group  may  authorize  the  utilization  of the  CRC for          restoration of other communications  systems based on appropriate terms          and conditions. Parties will be refunded in accordance with Schedule B.

9.13     The Managing  Group may study and  negotiate  the exchange or sale of a          portion of the CRC with other cable  systems on such basis as is deemed          mutually  beneficial to the Parties.  The terms and  conditions of such          exchange  or  sale  of  capacity  shall  be  approved  by  the  General          Committee.

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9.14     The  Managing  Group  may  authorize  occasional  use  of the  CRC,  if          available,    for   the    provision   of   temporary   or   occasional          telecommunications services, including but not limited to leases to any          Party or Purchaser and paid restoration of other systems,  on terms and          conditions  to be determined  by the Managing  Group.  The revenue from          such  occasional use shall be shared by the Parties in accordance  with          Schedule B

9.15     TAT-14 shall be capable of at least  supporting  payload paths of VC12,          VC3 and VC4.  The Parties  shall have the right to access such  payload          paths which shall  require 1, 21 and 63 contiguous  MIUs  respectively.          Each Party will also be permitted  to access its capacity  ownership on          defined SDH levels of its choice at a higher order in  accordance  with          the System Interface.

9.16     The  communications  capability of any capacity may be optimized by the          Parties or  Purchasers  to whom such capacity is assigned by the use of          equipment which will more efficiently use such capacity,  provided that          the use of such  equipment  does  not  cause  an  interruption  of,  or          interference  to the use of any other capacity in TAT-14 or prevent the          use  of  similar  equipment  by  other  Parties  or  Purchasers.   Such          equipment, if used, shall not constitute a part of TAT-14.

9.17     Data  streams  entering  into and being  transported  by TAT-14 must be          compliant with the ITU  Recommendation  G.707,  issue 1996, in order to          avoid any interruption,  degradation or any other adverse effect on the          performance  of TAT-14 or other  data  streams  in  TAT-14.  Each Party          agrees that all of its  capacity  will comply with this  obligation  in          respect of all  capacity  which is  assigned  to that  Party.  If after          notification by the Maintenance Authorities,  the Party responsible for          such  capacity  does not take  immediate  action to prevent any further          interruption,  degradation or other negative influence, the Maintenance          Authorities  may  take any  reasonable  action  to  protect  the  other          capacity  in  TAT-14  including  the   disconnection  of  the  capacity          responsible for such interruption, degradation or adverse effect.

10.      EQUIPAGE

         Unless otherwise  decided by the Managing Group,  TAT-14 shall be fully





         equipped for 640 Gb/s to the System Interface level at the RFPA Date.

11       INCREASE OR DECREASE OF DESIGN CAPACITY

11.1     The  Managing  Group  may  decide  to  increase  the  Design  Capacity.          Following  such  a  decision,  the  Managing  Group  shall  develop  an          implementation  plan  for  and  the  terms  and  conditions  of such an          increase.  The proposed  implementation  plan and terms and  conditions          shall be submitted to the General Committee for approval.

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11.2     If  subsequent  to the RFCS Date,  the  Design  Capacity  is  decreased          pursuant to the  agreement of the Managing  Group and such  decrease of          the Design Capacity affects neither the routing of circuits assigned in          TAT-14  nor the Sold  Capacity  of  TAT-14,  the  reduction  in  Design          Capacity will be subtracted  from the CRC as determined by the Managing          Group.

11.3     In the event that the capacity which TAT-14, or any Segment thereof, is          capable of providing is reduced below the capacity  required to support          the Sold  Capacity on its  existing or planned  routings as a result of          physical deterioration,  or for other reasons beyond the control of the          Parties,  the  Managing  Group shall  initiate a review of the capacity          routings in order to support the  rerouting of such Sold  Capacity.  If          necessary,  the Managing Group may further consider changes to capacity          assignments.

11.4     Financial  adjustments  shall be made among the Parties,  as necessary,          under  terms  and  conditions  recommended  by the  Managing  Group and          approved by the General Committee.

12       OWNERSHIP PRICING

12.1     The TAT-14 Initial Ownership Pricing Matrix is shown in Annex 8.

12.2     In the event that the final  cost of TAT-14 is lower  than the  initial          budget, each Party's investment shall be reduced on a pro-rata basis in          accordance  with Schedule B, with no change to its Allocated  Capacity.          If the final  cost of TAT-14 is higher  than the  initial  budget  each          Party's investment shall be increased on a pro-rata basis in accordance          with Schedule B. Schedule C shall not be affected.

13       DEFINITION OF CAPITAL COSTS OF SEGMENT S

13.1     Capital costs of Segment S, as used in this Agreement,  refers to costs          incurred in  engineering,  providing,  and  constructing  Segment S, or          causing it to be engineered, provided, and constructed, or in laying or          causing  to be  laid  cables,  amplifiers  and  joint  housings,  or in          installing or causing to be installed cable system equipment, and shall          include:

         (i)    the  costs  incurred  under  the  terms  of  the  TAT-14  MOU as                 identified in the TAT-14 budget;          (ii)   those costs payable to the Supplier  under the Supply  Contract,                 and

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 16

         (iii)  other costs incurred under the direction of the Managing  Group,                 or the  Procurement  Group,  and those  capital  costs  directly                 incurred by the Terminal  Parties,  the CBP, the NA or any Party                 authorized  by the  Managing  Group,  which  shall  be fair  and                 reasonable in amount and not included in the Supply Contract and                 which have been directly and reasonably incurred for the purpose                 of,  or  to  be   properly   chargeable,   in  respect  of  such                 engineering, provision, construction, installation and laying of                 Segment S of  TAT-14.  Such  costs  shall  include,  but are not                 limited  to,  the  costs  of  engineering,   design,  materials,





                manufacturing, procurement and inspection, installation, removal                 (with appropriate  reduction for salvage),  cable ship and other                 ship costs,  route surveys,  burying,  testing  associated  with                 laying or installation, customs duties, taxes (except income tax                 imposed upon the net income of a Party),  appropriate  financial                 charges  attributable to other Parties' shares of costs incurred                 by the  Terminal  Parties or any other Party  authorized  by the                 Managing  Group,  at the  rate at  which  such  Party  generally                 incurred   such   financial   charges,   supervision,    billing                 activities, overheads and insurance or a reasonable allowance in                 lieu of insurance,  if such Party elects to carry a risk itself,                 being a risk against  which  insurance is usual or recognized or                 would have been  reasonable.  Such  costs  shall  include  costs                 incurred by the Parties in the holding of the Data Gathering and                 the General Committee  meetings but excluding  attendance by the                 Parties' representatives at such meetings. Such costs shall also                 include costs incurred by the Parties in holding the meetings of                 the Managing Group, the Procurement Group and its Working Groups                 and   the   preparation   and   attendance   by   the   Parties'                 representatives at such meetings.

13.2     Capital  costs shall  exclude  costs  incurred  by the Parties  holding          meetings  of the AR&R  Subcommittee  and F&A  Subcommittee  established          pursuant to Subparagraph 7.2 of this Agreement or the attendance by the          Parties' representatives at such meetings.

13.3     Any  amounts  received  by,  or  credited  to,  a Party or the CBP as a          consequence  of  letters of  guarantee,  liquidated  damages,  or other          similar  amounts  resulting  from the failure of the  Supplier to fully          perform  any  provision  of the Supply  Contract,  shall  accrue to the          benefit of all the Parties in accordance with Schedule B.

13.4     The cost of repair or replacement of any part of TAT-14 in the event of          damage or loss arising during construction, laying, burying, installing          and the bringing into operation of TAT-14,  which is attributable under          the Supply  Contract to the  Parties,  shall be regarded as part of the          capital costs for the purpose of Subparagraph  13.1. Any of the Parties          may at its own  expense  insure  against  such  risks so far as its own          share of costs is concerned. Should the Managing Group agree to jointly          insure against such risks, the cost of such insurance will form part of          the capital costs referred to in Subparagraph 13.1.

14       ALLOCATION AND BILLING OF SEGMENTS CAPITAL COSTS

14.1     The capital  costs of Segment S of TAT-14,  as defined in Paragraph 13,          including any additional  work or property  incorporated  subsequent to          the RFPA Date

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 17

         by  agreement  of the  Parties,  shall be borne by the  Parties  in the          proportions set forth in Schedule B.

14.2     The CBP will receive  invoices  from the Supplier for the costs due and          included in the Supply  Contract.  The Parties  shall  promptly  render          invoices to the CBP for the cost of items directly  incurred by them in          accordance with Subparagraph  13.1. The CBP shall promptly render bills          to each of the Parties for such Party's pro rata share of costs due and          included in the invoices it has received in accordance with Schedule B.          Such bills shall contain a reasonable  amount of detail to substantiate          them.  On the basis of such bills,  each Party shall pay to the CBP the          amount  owed  within  forty-five  (45)  days from the date the bill was          rendered by the CBP in the currency shown on the respective bill.

14.3     For the purpose of this Agreement, financial charges shall be computed,          as appropriate,  at a rate equal to the lowest publicly announced prime          rate  or  minimum  commercial  lending  rate,  however  described,  for          ninety-day  loans on the 1st working day of each month of the period to          be  considered  in the Country and in the currency in which the bill is          rendered.  With respect to the Parties  rendering  invoices  under this          Agreement,  Annex 7 specifies those rates. If the Managing Group should          authorize a Party in a Country other than those Parties listed in Annex          7 to render  invoices,  the Managing Group shall specify the applicable          rates.

14.4     For the  purposes of this  Agreement,  paid shall mean that the funds          are available for immediate use by the recipient.

14.5     Bills not paid when due shall accrue extended  payment charges from the





         day  following  the date on which  payment was due in  accordance  with          Subparagraph  14.2 until the day on which it is paid.  For the purposes          of this Agreement, extended payment charges shall be computed at a rate          equal to 150 % of the  appropriate  financial  charges as  indicated in          Subparagraph 14.3 on the day following the date payment of the bill was          due. In the event that applicable law allows the imposition of extended          payment  interest  charges only at a rate less than that established in          accordance with this Subparagraph, extended payment charges shall be at          the  highest  rate  permitted  by such  applicable  law.  In this case,          appropriate  documents to  demonstrate  the  applicability  of such law          shall be provided by the concerned Party.

14.6     Extended payment charges recovered by the CBP, in excess of the amounts          paid or due, excluding interest paid by whichever Party or Parties have          covered  the deficit in the  intervening  period,  shall  accrue to the          benefit of all the Parties in accordance with Schedule B.

14.7     Procedures for rendering  credits for refunds of appropriate  financial          charges and bills for extended payment charges will be developed by the          CBP in conjunction with the F&A Subcommittee.

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14.8     As soon as practicable  after the RFPA Date, the amount of each Party's          share of the costs of Segment S shall be computed by the CBP which will          make appropriate  adjustments and render any necessary bills or arrange          for any necessary refunds by way of final settlement in order that each          Party  may  bear its  appropriate  share of the  costs as  provided  in          Subparagraph 14.1.

14.9     A bill shall be deemed to have been accepted by the Party to whom it is          rendered if that Party does not present a written  objection to the CBP          on or before  fifteen  (15) days prior to the date when payment is due.          If such  objection  is made,  the  Parties  concerned  shall make every          reasonable effort to settle promptly the dispute concerning the bill in          question.  If the  objection is sustained and the billed Party has paid          the  disputed  bill,  the agreed  upon  overpayment  shall be  refunded          promptly to the objecting  Party by the billing Party together with any          financial charges calculated thereon at a rate determined in accordance          with  Subparagraph  14.3 of this  Agreement from the date of payment of          the  bill  to the  date on  which  the  refund  is  transmitted  to the          objecting Party. If the objection is not sustained and the billed Party          has not paid the disputed bill,  said Party will pay such bill promptly          together with any extended payment charges calculated thereon at a rate          determined in accordance with  Subparagraph 14.5 of this Agreement from          the day  following  the date on which payment of the bill was due until          paid.  Nothing in this  Subparagraph  shall relieve a Party from paying          those parts of a bill that are not in dispute.  The  provisions of this          Subparagraph  shall be  without  prejudice  to the  rights of any Party          pursuant to Paragraph 21 of this Agreement.

15       TRANSIT FACILITIES TO EXTEND TAT-14 CAPACITY AND CONNECTION WITH INLAND          SYSTEMS

15.1     The Terminal  Parties shall use all  reasonable  efforts to furnish and          maintain, or cause to be furnished and maintained, in working order for          the other Parties and for the Purchasers in TAT-14, for the duration of          this Agreement,  the necessary facilities in their respective Countries          as may be reasonably required for extending capacity in TAT-14 assigned          to  such   Parties  or   Purchasers   for  the   purpose  of   handling          communications  transiting  the  Country  involved.  No Party  shall be          required under this Agreement to furnish such transit facilities in its          Country to other Parties or Purchasers of its own Country.

15.2     Such facilities  referred to in Subparagraph 15.1 shall be suitable for          extending  capacity in TAT-14 and shall be furnished and  maintained on          terms  and  conditions  which  shall be no less  favorable  than  those          granted to other ITEs for  transmission  facilities of similar type and          quantity  transiting the Country.  Such terms and conditions  shall not          override  any  applicable  governmental  laws  and  regulations  in the          Country in which the facilities are located.

15.3     Each  Terminal  Party  shall  provide,  within the Country of its Cable          Station,  connection to TAT-14 at the SDH Interface  Equipment  levels,          VC12,  VC3 or VC4  levels,  to  Parties  and  Purchasers  on terms  and          conditions  to be agreed by the  Terminal  Party and the other Party or          Purchaser under a separate agreement.

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September 2, 1998                                                        Page 19

15.4     The Terminal  Parties shall, at its own expense,  on or before the RFPA          Date do or cause  to be  done,  all  such  acts  and  things  as may be          necessary  within  its  operating  territory  to provide  and  maintain          throughout the period of this Agreement suitable connection of capacity          in, or  connected  with  capacity  in TAT-14  with  appropriate  inland          communications facilities in its operating Country.

15.5     Upon  request,  each  Terminal  Party  in its  Country  shall  make all          reasonable efforts to provide to other Parties or Purchasers, or Agents          of the Parties or Purchasers from such Terminal Party's Country, access          to  TAT-14  in the  vicinity  of its  Cable  Station  (not  necessarily          co-located) at the level of a Basic System Module or multiples thereof,          given  that the  requesting  Party  or  Purchaser  has the  appropriate          capacity  assigned to it. Such facilities shall be provided in a timely          manner  and for the  duration  of this  Agreement  under  the terms and          conditions  to  be  negotiated   and  agreed  between  the  Parties  or          Purchasers concerned under a separate agreement.

15.6     As U.S. Terminal  Parties,  AT&T and SPRINT shall provide to other U.S.          Parties,  upon request,  suitable space and connection  with TAT-14 for          operating and technical control purposes relating to capacity assigned,          or to be assigned,  to them in TAT-14.  AT&T and SPRINT  shall  provide          such space in a building  separate,  but adjacent to its cable  station          and located on the land which forms a part of Segments T1 and T2. These          U.S.  Parties  shall have the right to provide  their own personnel and          equipment in such space.  Such U.S.  Parties shall  reimburse  AT&T and          SPRINT  for the  reasonable  costs  incurred  by  AT&T  and  SPRINT  in          providing  such space and  connection  pursuant to this  Paragraph  15,          including but not limited to, the costs of any additional building that          may be reasonably required

15.7     The Managing Group is responsible  for  determining and setting service          level objectives for access and activation  intervals  jointly with the          Terminal Parties.

16       OPERATION AND MAINTENANCE OF SEGMENTS T AND S

16.1     The  Terminal  Parties,  on behalf of the Parties and  Purchasers,  are          responsible for operation and maintenance as follows:

         (i)    Sprint shall be responsible for Segment T1;          (ii)   AT&T shall be responsible for Segment T2;          (iii)  BT shall be responsible for Segment T3;          (iv)   FT shall be responsible for Segment T4;          (v)    KPN shall be responsible for Segment T5;          (vi)   DTAG shall be responsible for Segment T6;          (vii)  Telia shall be responsible for Segment T7;

16.2     Each  Terminal  Party shall also be  responsible  for the operation and          maintenance  of that portion of Segment S beginning  at its  respective          Cable Landing Point and

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 20

         extending to its respective Segment T, on behalf of the Parties and the          Purchasers.

16.3     All Terminal Parties as the Maintenance  Authorities,  acting on behalf          of the Parties and  Purchasers,  shall be jointly  responsible  for the          operation  and  maintenance  of  Segment  S from the  respective  Cable          Landing  Points  and  extending  seaward,   and  shall  undertake  such          activities necessary for the continued operation of TAT-14.

16.4     Sixty (60) days before the RFPA Date the Maintenance  Authorities shall          submit for review by the Procurement Group and approval by the Managing          Group appropriate  practices and procedures for the continued operation          and  maintenance of Segment S. The Maintenance  Authorities  shall each          provide  information to the  Procurement  Group regarding the practices          and  procedures  for the continued  operation and  maintenance of their          respective  Segments.  The  Maintenance  Authorities  shall  also  each          develop  and  furnish  such  budgetary  estimates  of the  cost of such          operation  and   maintenance  of  TAT-14  as  the  Managing  Group  may          reasonably   request  and   provide   this   information   to  the  F&A          Subcommittee.  Following  the RFPA Date,  the  Maintenance  Authorities          shall each  provide  the  Managing  Group  with such  reports as it may





         reasonably require on the operation and maintenance of TAT-14 including          any proposals for planned  repair or  improvement  work,  together with          appropriately revised budgetary estimates relating to the operation and          maintenance  of  TAT-14  and  the  inclusion  of  TAT-14  in any  cable          maintenance agreements.  The Procurement Group may review and amend the          practices and procedures  for the operation and  maintenance of Segment          S, subject to the approval of the Managing  Group.  The Managing  Group          may revise the  allocation  of  responsibility  for the  operation  and          maintenance of Segment S.

16.5     The   Maintenance   Authorities,   individually   or   collectively  as          appropriate,  shall each use all  reasonable  efforts to  maintain,  or          cause to be  maintained,  economically  the  Segments for which each is          responsible,  in efficient  working order.  Each Maintenance  Authority          shall  discharge  its   responsibility  in  a  manner  consistent  with          applicable international submarine cable maintenance practices and with          an objective of achieving effective and timely repairs when necessary.

16.6     The  Maintenance  Authorities  shall  have  the  right  to  temporarily          de-activate  Segment S, or any part thereof,  in order to perform their          duties  as  Maintenance  Authorities.   Prior  to  such  de-activation,          reasonable notice shall be given to and coordination shall be made with          the other  Parties.  To the extent  possible,  sixty (60) days prior to          initiating  action,  the  Maintenance  Authority(ies)  shall advise the          other Parties in writing of the timing, scope, and costs of significant          planned  maintenance  operations,  of  significant  changes to existing          operation and maintenance methods, and of contractual  arrangements for          cable ships that will or may have a significant  impact on operation or          maintenance costs. Should one or more Parties representing at least 5 %          of the total  voting  interests  specified in Schedule B wish to review          such an  operation  or change  prior to its  occurrence,  such Party or          Parties  shall  notify the  Maintenance  Authorities  involved  and the          Managing  Group  chairperson in writing within thirty (30) days of such          advice.  Upon such  notification,  the  Managing  Group shall  initiate          action to convene an ad hoc meeting for such review.

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 2l

16.7     Each  Maintenance  Authority  shall  have  prompt  access to all system          maintenance  information,  necessary to the  performance of its duties,          appropriate to those parts of TAT-14 not covered by its authority.

16.8     No Party shall be liable to any other Party or  Purchaser  for any loss          or damage sustained by reason of any delay in provision,  failure in or          breakdown of the facilities  constituting TAT-14 or any interruption of          service,  whatsoever  shall be the cause of such failure,  breakdown or          interruption, and however long it shall last.

16.9     In the event of a failure or  breakdown of any of such  facilities,  if          the responsible Maintenance Authority fails to restore those facilities          to efficient working order and operation within a reasonable time after          having  been  called  upon  to do so by any  Party  or  Purchaser,  the          Managing  Group may, to the extent that it is practical to do so, place          or cause to be placed,  such facilities in efficient  working order and          operation and charge the Parties their proportionate shares of the cost          reasonably incurred in doing it.

16.10    Each Party, at its own expense,  and upon reasonable  advance notice to          the relevant Maintenance  Authorities,  shall have the right to inspect          from time to time the operation and  maintenance  of any part of TAT-14          and to obtain copies of the maintenance records. For this purpose, each          Maintenance  Authority  shall  retain  significant  records,  including          recorder charts,  for a period of not less than five (5) years from the          date of the record.  If these  records are destroyed at the end of this          period,  a summary of important items shall be retained for the life of          TAT-14.

16.11    Each Maintenance  Authority shall be authorized to pursue claims in its          own name, on behalf of the Parties,  in the event of any damage or loss          to TAT-14 and may file  appropriate  lawsuits or other  proceedings  on          behalf of the Parties.  Subject to obtaining the prior  concurrence  of          the Managing  Group,  a Maintenance  Authority may settle or compromise          any claims and execute releases and settlement  agreements on behalf of          the Parties as  necessary  to effect a settlement  or  compromise.  Any          money  ordered by the  tribunal or under a  settlement  approved by the          Managing  Group shall be shared  among all Parties in  accordance  with          Schedule B.

16.12    The Maintenance  Authorities shall be entitled to enter into agreements          in respect of the crossing of Segment S with undersea plant (including,          but not  limited  to,  pipelines)  with the owners of such  plant.  The          Maintenance  Authorities  may sign such agreements on behalf of all the          Parties  after  agreement by the Managing  Group and shall  provide the





         Parties with copies of such agreements on request.

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 22

17       OPERATION AND MAINTENANCE COSTS OF SEGMENT S - ALLOCATION AND BILLING

17.1     The  operation and  maintenance  costs for Segment S shall be shared by          the Parties in the  relevant  proportions  specified in Schedule B. The          Managing  Group shall be  responsible  for  determining  the method and          procedure  for  the  charging  of  O&M  costs  to  Purchasers  and  the          distribution  of any credit to the Parties in accordance  with Schedule          B.

17.2     The operation and maintenance  costs to which  Subparagraph 17.1 refers          are the costs  reasonably  incurred in operating  and  maintaining  the          facilities  involved,  including,  but  not  limited  to,  the  cost of          attendance,  testing,  adjustments,  repairs (including repairs at sea)          and replacements,  cable ships (including standby costs), re-burial and          the replacement of plant, cable depots,  maintenance and repair devices          that are or may  hereafter  become  available,  customs  duties,  taxes          (except  income tax imposed upon the income of a Party) paid in respect          of such facilities,  billing activities,  appropriate financial charges          attributable   to  other  Parties'   shares  of  costs  incurred  by  a          Maintenance Authority at the rate at which the appropriate  Maintenance          Authority  generally  incurred  such  financial  charges,  supervision,          overheads  and costs and  expenses  reasonably  incurred  on account of          claims made by or against other  persons in respect of such  facilities          or any part thereof and damages or compensation  payable by the Parties          concerned  on account of such claims and costs for the  Managing  Group          and the NA costs, General Committee meeting costs, expenses and damages          or compensation  payable to the Parties on account of such claims shall          be shared by them in the same  proportions  as they share the operation          and  maintenance  costs of the  relevant  Segment S under  Subparagraph          17.1.

17.3     The Managing  Group may  authorize  the  provision of special tools and          test  equipment for use on board cable ships which are required for the          maintenance  and repair of TAT-14.  The related costs may include,  but          not be limited to, the costs, or an appropriate share thereof,  for the          provision, storage and maintenance of this equipment.

17.4     The Maintenance Authorities  individually,  the Terminal Parties or the          CBP, as  appropriate,  shall bill the Parties in  accordance  with this          Paragraph 17. Bills shall not be rendered more  frequently  than once a          quarter and shall be paid by the end of the month  following  the month          in which the bills were rendered.  The billing procedures  specified in          Subparagraphs  14.3,  14.4,  14.5,  and 14.9 shall be applicable to all          bills rendered pursuant to this Paragraph 17.

18       USE OF SEGMENTS T1 TO T7; COSTS, ALLOCATION AND BILLING

18.1     The owners of Segments T1 to T7, respectively,  as defined in Paragraph          5, hereby grant the Parties,  commencing on the RFPA Date or the date a          Party  places any of its  capacity  into  operation,  whichever  occurs          first, and continuing for the term of this Agreement,  the right to use          such  Segments  for the  purpose of using its  Allocated  Capacity  and          carrying on the related  activities,  in accordance with this Agreement          as provided in this Paragraph 18 at no additional cost unless

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 23

         otherwise  identified in this Paragraph 18 (hereinafter  referred to as          Cable Station Right of Use).





18.2     For the use of Segments T1 to T7, the  respective  Terminal Party shall          identify  the charge to cover  capital  costs and cost of  maintenance,          supervision and operation of that Segment.

18.3     The  Procurement  Group is responsible  for submitting all the detailed          costs of the  Cable  Stations  to the  Managing  Group for  review  and          approval.

18.4     The capital  costs  associated  with Segments T1 to T7 will be borne by          the Parties in accordance with Schedule B.

18.5     The operation and maintenance  costs  associated with Segments T1 to T7          will be  borne  by the  Parties  in  accordance  with  Schedule  B. The          Managing  Group shall be  responsible  for  determining  the method and          procedure  for  the  charging  of  O&M  costs  to  Purchasers  and  the          distribution  of any credit to the Parties in accordance  with Schedule          B.

18.6     In  determining  the  charge of the  Cable  Station  Right of Use,  the          Terminal  Parties  have taken into  account the  estimated  cost of the          provision and  construction of each of the Cable  Stations,  or causing          them to be provided and  constructed,  and  installing or causing to be          installed  Cable Station  equipment,  in accordance with the accounting          practices of each Terminal  Party.  This includes all such  expenditure          reasonably  incurred  and  includes but is not limited to, the purchase          costs of land,  building  costs,  access  road,  cable  rights  of way,          amounts  incurred  for  development,  engineering,  design,  materials,          manufacturing, procurement and inspection, installation, removing (with          appropriate   reduction   for   salvage),   testing   associated   with          installation, customs duties, taxes (except income tax imposed upon the          net income of a Party),  appropriate  financial  charges,  supervision,          overheads and insurance or a reasonable  allowance in lieu thereof,  or          losses  against  which  insurance  was not  provided,  or for  which an          allowance in lieu thereof was not provided. Such charges shall be borne          by the Parties in the proportions specified in Schedule B.

18.7     In determining the operation and maintenance  cost of the Cable Station          Right of Use, the Terminal  Parties shall take into account an estimate          of  costs   reasonably   incurred  in  operating  and  maintaining  the          facilities  involved,  including,  but  not  limited  to,  the  cost of          attendance,  testing,  adjustments,  repairs and replacements,  customs          duties,  taxes  (except  income tax as imposed upon the net income of a          Party)  paid  in  respect  of  such  facilities,   billing  activities,          administrative  costs,  appropriate  financial  charges,  and costs and          expenses  reasonably  incurred  on account of claims made by or against          other persons in respect of such  facilities  or any part thereof,  and          damages or  compensation  payable by the  Terminal  Party on account of          such claims, costs, expenses, damages, or compensation payable to or by          the Terminal Party on account of claims made against other persons.

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 24

18.8     Where  the use of a Cable  Station  or of  certain  equipment  situated          therein, such as power supply or testing and maintenance equipment,  is          shared by TAT-14 and other  communications  systems terminating at that          Cable Station, the Cable Station Right of Use capital and operating and          maintenance  charges  shall  reflect the  pro-rata  share of the common          costs attributable to TAT-14.

18.9     If any of the Cable  Stations  are not  available  for the  landing and          termination of TAT-14 for any reason,  the relevant  Terminal Party, in          agreement with the other Parties,  shall take all necessary measures to          ensure that another suitable Cable Station will be available for TAT-14          on fair and equitable terms for the duration of this Agreement.

18.10    Nothing  contained  in this  Agreement  shall be  deemed to vest in any          Party, other than the owner of the relevant Segment, any salvage rights          in Segments T1 to T7 or in the respective Cable Station or in any Cable          Station substituted for any of them.

18.11    Payments due under this  Paragraph 18 shall be made in accordance  with          the following principles:

         (i)    On the RFPA Date, or as soon after as  practicable  but no later                 than one (1) year after RFPA,  the Terminal  Parties will submit                 invoices to the CBP for their capital cost of the Cable Stations                 Right of Use. In the event a Terminal  Party  incurs  additional                 capital  costs  related  to TAT-14  after the RFPA  Date,  these                 invoices  shall  also  be  submitted  to  the  CBP  as  soon  as                 practicable;





         (ii)   by the 1st of April of each  year,  the  Terminal  Parties  will                 submit  invoices to the CBP for their O&M charges  incurred  for                 the Cable Stations Right of Use for the previous calendar year;          (iii)  the  Parties  shall be  billed  individually  by the CBP for the                 Cable  Station  Right of Use  operation  and  maintenance  costs                 shared in the proportions specified in Schedule 13;          (iv)   the billed  Party shall pay such bills to the CBP, by the end of                 the month  following the month in which the bills were rendered.                 A bill shall be payable in the currency in which it is rendered;

         (v)    the Terminal Parties will be reimbursed by the CBP;

         (vi)   the billing  procedures  specified in Subparagraphs  14.3, 14.4,                 14.5,  and 14.9 of this  Agreement  shall be  applicable  to all                 bills rendered pursuant to this Paragraph 18.

18.12    Each  Terminal  Party agrees to grant a Cable  Station  Right of Use to          TAT-14 Purchasers  pursuant to the terms and conditions of the Purchase          Contract.

19       KEEPING AND INSPECTION OF BOOKS

19.1     For the items specified in the Supply Contract,  the Procurement  Group          shall ensure that the Supply Contract requires the Supplier to keep and          maintain such books, records, vouchers and accounts of all the incurred          costs with respect to

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 25

         the engineering,  provision and installation of facilities in Segment S          of TAT-14 for a period of five (5) years from the RFPA Date.

19.2     The Procurement  Group shall ensure that the Supply  Contract  requires          the Supplier to obtain from its  contractors  and  subcontractors  such          supporting  records  as are  specified  in  Subparagraph  19.1  of this          Agreement  and to maintain  such records for a period of five (5) years          from the RFPA Date.

19.3     The  Procurement  Group  shall  ensure that the Supply  Contract  shall          afford the  representatives  designated by the Managing Group the right          to review the books,  records,  vouchers  and  accounts  required to be          kept,  maintained and obtained pursuant to Subparagraphs  19.1 and 19.2          of this Agreement.

19.4     Each Terminal Party and any other Party having properly  incurred costs          for  implementation of TAT-14 as authorized by the Managing Group shall          each keep and maintain  such books,  records,  vouchers and accounts of          all Segment S costs as defined in  Paragraph 14 of this  Agreement  and          Segments T1 to T7 costs,  which they incur and are not  included in the          Supply  Contract  for a period of five (5) years  from the RFPA Date or          the date the work is completed, whichever is later.

19.5     The CBP shall keep and  maintain  such  books,  records,  vouchers  and          accounts with respect to its billing of costs  incurred by the Terminal          Parties and any other Party having incurred costs for implementation of          TAT-14 as authorized by the Managing Group and costs billable under the          Supply  Contract  for a period of five (5) years  from the RFPA Date or          the date on which the work is completed, whichever is later.

19.6     With  respect  to  operation  and  maintenance  costs of  Segment S and          Segments T1 to TT such books,  records,  vouchers and accounts of costs          as are  relevant  shall  be  kept  and  maintained  by the  Maintenance          Authorities  for a period of five (5) years  from the date on which the          corresponding bills were rendered to the Parties.

19.7     Any Party keeping and maintaining books, records, vouchers and accounts          of  costs  pursuant  to  Subparagraphs  19.4,  19.5  and  19.6  of this          Agreement  shall  afford the  Parties  the right to review at their own          expense  said  books,  records,  vouchers  and  accounts  of  costs  in          accordance   with  the  audit   procedures   established   by  the  F&A          Subcommittee.

20       CURRENCY AND PLACE OF PAYMENT

         Amounts due under this  Agreement  shall be payable in US dollars.  The          Managing Group may vary these procedures at its discretion. Bills shall          be payable to the designated office or account of the payee.

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 26





21       DEFAULT OF PAYMENT

21.1     If any Party fails to make any payment  required by this  Agreement  on          the date when it is due and such default  continues  for a period of at          least two (2) months  after the date when  payment  is due,  the CBP or          billing Party shall notify the billed Party in writing of its intent to          notify  the  Managing  Group of the status of the matter and to request          the  reclamation of capacity,  as provided for in this Paragraph 21, if          full  payment  is  not   received   within  four  (4)  months  of  such          notification  to the billed  Party.  If full  payment  is not  received          within such  specific  period,  the billing Party or CBP may notify the          Managing  Group  of the  status  of the  matter  and  request  that the          Managing  Group  reclaim  the  capacity  in  TAT-14   assigned  to  the          defaulting Party.

21.2     The  Managing  Group shall have the option of  reclaiming  the capacity          assigned  to a Party that is in default  with any  payment  required by          this  Agreement  or is in default  with any other  material  obligation          under this  Agreement,  if such default has existed for a period of six          (6)  months.   The  Managing  Group  shall  consider  any   extenuating          circumstances  not within the specific  control of the defaulting Party          and the  interests of any Party or Parties  that have jointly  assigned          capacity with the  defaulting  Party in  determining  whether or not to          reclaim  the  capacity  assigned  to such  defaulting  Party.  Prior to          reclaiming  the capacity  the  Managing  Group will notify the Party in          writing that it is in default and of the intent to reclaim the capacity          after one (1) month.  The Managing Group shall  determine  arrangements          for disposition of any reclaimed capacity.  The remaining Parties shall          not be  obliged  to make any  payment  to a  defaulting  Party  for the          reclaimed capacity.  Except for the rights and obligations as specified          in Paragraphs 25 and 29 the rights and obligations under this Agreement          of a defaulting  Party shall  terminate at the time the Managing  Group          reclaims all of the capacity previously assigned to a defaulting Party.          This Agreement shall be appropriately amended to reflect the default of          a Party and the  reallocation  of  interests  pursuant to  arrangements          determined by the Managing Group.

22       LIABILITY

22.1     No Party  excludes or  restricts  its  liability  for death or personal          injury  resulting  from its own  negligence.  Subject to the  preceding          sentence, no Party shall be liable to any other Party in contract, tort          or otherwise including any liability for negligence for any indirect or          consequential loss or damage including, without limitation,  corruption          or loss of data,  loss of profit,  loss of  anticipated  savings all in          connection with this Agreement,  caused by its own acts or those of any          of its auxiliaries, such as employees, servants or agents. Furthermore,          no Party  shall be  liable  to any  other  Party in  contract,  tort or          otherwise for any direct damage unless and to the extent it is based on          intent or gross negligence. In no event shall any employee,  servant or          agent of a Party be  liable to  another  Party  for any  negligence  or          intent in connection with this Agreement.

22.2     No Party  shall be liable to any other  Party for any matter  resulting          from planned interruptions of TAT-14 including but not limited to final          acceptance tests.

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 27

23       FORCE MAJEURE

         If any Party cannot fulfill its obligations in this Agreement due to an          event  beyond its  reasonable  control,  including,  but not limited to          flood,  exceptionally  severe  weather,  hurricane,   explosion,  civil          disorder,  war or military  operations,  national  or local  emergency,          action or inaction of government or other competent authority, it shall          not be liable to the other  Parties  for such  delay in  performing  or          failure to perform and shall give  notice to the other  Parties as soon          as reasonably practicable after the event has occurred.

24       SETTLEMENT OF CLAIMS BY THE PARTIES

24.1     Each Party shall indemnify and hold harmless the other Parties and each          of their  employees,  servants  and  agents to the  extent  hereinafter          agreed,  from  and  against  all  claims,   demands,   actions,  suits,          proceedings,  writs,  judgment,  orders and  decrees  brought,  made or          rendered  against them or any of them by third parties and all damages,          losses  and  expenses  suffered  or  incurred  by  them  or any of them          howsoever  arising  out of or  related  to any  respect  of  providing,          constructing and maintaining TAT-14.





24.2     If any Party is obliged by a final judgment of a competent  tribunal or          under a settlement  approved by the Managing  Group,  to discharge  any          claim,   including  all  reasonable   costs  and  expenses   associated          therewith,  resulting from the  implementation  of this Agreement,  the          Party which has  discharged the claim shall be entitled to receive from          the  other  Parties  reimbursement  in the  proportions  as set  out in          Schedule B.

24.3     If any claim is brought  against  one or more  Parties  it shall,  as a          condition of reimbursement under Subparagraph 24.2, give written notice          thereof  to the  Managing  Group as soon as  practicable  and shall not          admit liability nor settle,  adjust or compromise the claim without the          approval of the Managing Group.

24.4     Before any Party  brings a claim  against any third party in respect of          loss or damage to any part of TAT-14,  it shall first  consult with the          Managing Group and shall not settle,  adjust or compromise such a claim          without its  consent.  Any money  received by the  claimant  Party as a          result  of an  award by a  competent  tribunal  or  under a  settlement          approved by the Managing Group shall be shared among the Parties in the          proportions of their  respective  ownership  shares in accordance  with          Schedule B.

24.5     In the  case  where a claim  is  brought  against  one of the  Terminal          Parties,  in its  capacity  as a  Maintenance  Authority  for TAT-14 in          respect of a  sacrificed  anchor  and/or  loss of, or damage to fishing          gear,  then such  Terminal  Party may settle such a claim for an amount          not greater than $ 25,000 on each  occasion or such an amount as agreed          by the Managing Group from time to time, and obtain reimbursement under          Subparagraph 24.2.

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 28

25       DURATION OF AGREEMENT AND REALIZATION OF ASSETS

25.1     This Agreement  shall become  effective on the Effective Date and shall          continue in operation for at least a period of  twenty-five  (25) years          (hereinafter  called Initial Period) after the RFCS Date and shall be          terminable  thereafter by agreement of the Parties.  However, any Party          may terminate  its  participation  in this  Agreement at the end of the          Initial Period or at any time  thereafter by giving at least one year's          prior notice,  in writing,  to the other  remaining  Parties.  Upon the          effective  date  of  termination  of  participation  of  a  Party,  the          Schedules  of this  Agreement  shall  be  appropriately  modified.  The          remaining Parties shall assume the capital,  operation, and maintenance          interests of the Party  terminating its  participation in proportion to          their interests assigned  immediately  preceding such effective date of          termination,  except for the continuing  rights and  obligations of the          terminating Party as specified in Subparagraphs  25.4, 25.5 and of this          Agreement.  No credit  for  capital  costs will be made to a Party that          terminates its participation in accordance with this Subparagraph 25.1.          Termination of this Agreement or  termination of the  participation  of          any Party herein shall not terminate  Subparagraphs  25.4, 25.5 of this          Agreement or  prejudice  the  operation or effect  thereof or affect or          diminish any other right or obligation  of any Party hereto  accrued or          incurred prior to such termination.

25.2     This  Agreement may be terminated at any time during the Initial Period          by unanimous written agreement of the Parties.  If unanimous  agreement          cannot be reached  between all the Parties for the retirement of TAT-14          during its  intended  lifetime,  this  matter  will be  referred to the          General  Committee for resolution in accordance with  Subparagraph  6.6          but  in  this  case  requiring  a 85 %  majority  of the  total  voting          interests as specified in Schedule B.

25.3     If a Terminal  Party  terminates  its  participation  in this Agreement          after  the  Initial  Period,  pursuant  to  Subparagraph  25.1  of this          Agreement,  the Managing Group and said Terminal Party will negotiate a          reasonable  agreement  in order to ensure the  continuous  operation of          that Cable Station after the Initial Period.

25.4     The interests of a Party in Segment S which come to an end by reason of          the  termination  of its  participation  in this  Agreement,  or of the          termination of this Agreement,  shall be deemed to continue for as long          as is necessary for effectuating the purposes of Subparagraph 25.5.

25.5     Notwithstanding  Subparagraph  25.1 upon  termination of this Agreement          pursuant to this  Paragraph 25 the Parties  shall not be relieved  from          any liabilities, costs, damages or obligations which may arise pursuant          to  Paragraph  17 and/or in  connection  with  costs or claims  made by          persons with respect to TAT-14 or any part thereof,  or which may arise          in relation to TAT-14 due to any law,  order or regulation  made by any          government   or   international   legal   authority   pursuant  to  any          international  convention,  treaty or agreement.  Any such liabilities,          costs, damages or obligations shall be divided among the Parties in the





         proportions of their  respective  ownership  shares in accordance  with          Schedule B.

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26       RELATIONSHIP OF THE PARTIES

         The relationship  between or among the Parties hereto shall not be that          of partners or joint  ventures and nothing  herein  contained  shall be          deemed to constitute a  partnership  between them. In relation to third          parties, the Parties will not act as partners,  or as any kind of joint          legal entity. Any co-operation among the Parties in Committees,  Groups          or  Subcommittees  is  only  to  facilitate  the  performance  of  this          Agreement.

27       OBTAINING OF LICENSES

27.1     The Parties  shall at all times hold the  governmental  and  regulatory          approvals  necessary to operate as an ITE.  The Parties  shall make all          reasonable  efforts to obtain the  appropriate  consents,  governmental          authorizations,  licenses  and  permits  necessary  to carry  out their          duties under this Agreement.

27.2     The  Terminal  Parties  will  use  all  reasonable  efforts,  in  their          respective  Country,  to obtain  and to have  continued  in effect  all          governmental approvals, consents, authorizations, licenses, and permits          for  the  construction  and  operation  of  TAT-14  in  the  respective          Countries.

27.3     In the event that any Terminal  Party fails,  or is likely to fail,  to          obtain such approvals, consents,  authorizations,  licenses or permits,          that Terminal Party shall give  immediate  notice to the Managing Group          for it to take appropriate action pursuant to this Agreement.

28       PRIVILEGES FOR DOCUMENTS OR COMMUNICATIONS

         Each Party hereto specifically  reserves, and is granted by each of the          other Parties,  in any action,  arbitration or other proceeding between          or among  the  Parties  or any of them in a  Country  other  than  that          Party's own Country,  the right of privilege,  in  accordance  with the          laws of that  Party's own  Country,  with  respect to any  documents or          communications  which are material and pertinent to the subject  matter          of the action,  arbitration or proceeding as respects  which  privilege          could be claimed or  asserted  by that Party in  accordance  with those          laws, and such privilege, whatever may be its nature and whenever it be          claimed  or  asserted,  shall be  allowed  to that Party as it would be          allowed if the action, arbitration or other proceeding had been brought          in a court of, or before an arbitrator in, the Party's own Country.

29       CONFIDENTIALITY

29.1     All data and  information  that is acquired or received by any Party in          anticipation of or under this Agreement shall be confidential and shall          not be divulged in any

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 30

         way to any third party, without the prior written approval of the other          Parties,  nor shall it be used for any purpose beyond the scope of this          Agreement. Any Party may, without such approval, disclose such data and          information to:

         (i)    the employees of that Party; or          (ii)   the extent  required by any applicable  laws, or the requirement                 of any recognized  stock  exchange in compliance  with its rules                 and  regulations  or in the  case if a party  wholly  owned by a                 sovereign  government,  by the rules of governance of the Party,                 or          (iii)  any   government   agency  or  regulatory   authority   lawfully                 requesting such information or to which such  information  needs                 to be  submitted  in order to obtain  any  necessary  consent or                 approval', or          (iv)   any Court of competent  jurisdiction  acting in pursuance of its                 powers; or





         (v)    professional  advisors,  auditors  and  bankers or any bona fide                 intending  assignee  upon  obtaining  a similar  undertaking  of                 confidentiality; or          (vi)   the  extent  that  such data  and/or  information  is  generally                 available to the public.

         Any Party may disclose such data and information to such persons as may          be necessary in  connection  with the conduct of  operations  of TAT-14          upon  obtaining  a similar  undertaking  of  confidentiality  from such          persons.

29.2     Each Party shall remain bound by the  provisions  of this  Paragraph 29          during  the period of this  Agreement  and for the period of five years          following termination of this Agreement.

30       ASSIGNMENT OF RIGHTS AND OBLIGATIONS

30.1     No Party may assign,  sell, transfer or dispose of part or parts of its          rights or obligations under this Agreement except as otherwise provided          for in Paragraph 9.

30.2     A Party may assign the whole of its rights  under this  Agreement  to a          successor  by  law,  Subsidiary  or  Affiliate  of  such  Party,  or  a          corporation or an entity  jointly  controlling or under the same common          control as such Party,  provided that the assigning  Party shall remain          jointly and severally  liable with the assignee for the  performance of          this  Agreement for the duration of the  Agreement.  The Managing Group          may  decide  that the  assigning  Party  will not  remain  jointly  and          severally  liable  with  the  assignee  for  the  performance  of  this          Agreement for the duration of the Agreement provided that the assigning          Party will give  notice to the other  Parties in a timely  manner,  and          provided  that  the  assignee  agrees  in  writing  to be  bound by the          provisions of this Agreement.

30.3     Except in accordance  with  Subparagraph  30.2, no Party may assign the          whole of its rights under this Agreement without the written consent of          all the other Parties, such consent shall not be unreasonably withheld.

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30.4     If a governmental or other regulatory  approval is required lawfully to          effect  the  proposed   assignment,   the  assigning   Party  shall  be          responsible,  at its  own  expense,  for  preparing  and  pursuing  the          application  for such  approval.  Such  approval  shall be  obtained in          advance  of  the  assignment   unless  the  relevant   governmental  or          regulatory  authority  has  formally  indicated  in  writing  that  the          transfer may proceed in advance of the receipt of the formal approval.

30.5     In each such case of  assignment  written  notice shall be given to the          other Parties in a timely manner by the Party making said assignment.

31       WAIVER

         Silence,  lateness to invoke or the waiver by any Party of a breach of,          or a default  under,  any of the provisions of this  Agreement,  or the          failure of any Party, on one or more  occasions,  to enforce any of the          provisions  of this  Agreement  or to exercise  any right or  privilege          hereunder,  shall  not  thereafter  be  construed  as a  waiver  of any          subsequent breach or default of a similar nature, or as a waiver of any          such provision, right, or privilege hereunder.

32       COMMUNICATIONS

         Any notice under this Agreement shall be delivered by hand, first class          mail with postage  prepaid,  facsimile or e-mail and shall be deemed to          have been given:

         (i)    when  delivered if delivered by hand,  facsimile or e-mail (with                 receipt acknowledged); or;          (ii)   at the  expiration  of ten (10) days (or thirty (30) days,  if a                 notice  of  termination  of this  Agreement)  from  the  date of                 dispatch if delivered by mail.

33       PARAGRAPH HEADINGS, REFERENCES

         Headings  are inserted  for  convenience  only and shall not affect the          interpretation of this Agreement,  References to recitals, clauses, and          attachments  are to  recitals  and  clauses  of and  Schedules  to this





         Agreement.  Unless the context otherwise requires,  words importing the          singular  number  shall  include the plural and vice versa.  Unless the          context  otherwise   requires,   references  to  a  person  include  an          individual,  firm, body, corporation,  unincorporated association,  and          government or  governmental,  semi-governmental  or local  authority or          agency. Reference to the male shall include the female.

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34       SEVERABILITY

         If any of  the  provisions  of  this  Agreement  shall  be  invalid  or          unenforceable, such invalidity or unenforceability shall not invalidate          or render  unenforceable  the entire  Agreement,  but rather the entire          Agreement  shall  be  construed  as if not  containing  the  particular          invalid or  unenforceable  provision or provisions,  and the rights and          obligations of the Parties shall be construed and enforced accordingly.

35       EXECUTION OF AGREEMENT AND AMENDMENTS

35.1     Except for  revisions to the relevant  Schedules,  in  accordance  with          Paragraphs  9,  11 and 21 of this  Agreement,  the  provisions  of this          Agreement may be amended or supplemented  only by unanimous  consent of          all the Parties to this Agreement through an Amendatory Agreement. Such          an  Amendatory   Agreement   shall  be  signed  by  a  duly  authorized          representative  of each and every Party or by certain Parties on behalf          of all the Parties, as decided by the General Committee.

35.2     This Agreement and any Amendatory  Agreement  thereof shall be executed          in three  counterparts in English.  The NA, one Eastern  Terminal Party          and one Western Terminal Party shall receive originals. The NA shall be          the official custodian of the Agreement and shall accord access to such          Agreement and any Amendatory  Agreement.  The Parties to this Agreement          shall be  provided a certified  photocopy  of any  counterpart  and any          revised Schedules.

35.3     For revision to the relevant  Schedules,  in accordance with Paragraphs          9, 11 and 21 of this Agreement, the agreement in writing of the Parties          having  their  ownership   percentages   increased  or  their  capacity          assignment changed will be required to formalize the revised Schedules,          which will be considered as part of this Agreement, in substitution for          the preceding version of those Schedules.

36       INTERPRETATION OF THE AGREEMENT AND SETTLEMENT OF DISPUTES

36.1     The  construction,  interpretation  and  performance  of this Agreement          shall be governed by the laws of Switzerland,  except for its conflicts          of law principles.

36.2     Any dispute relating to this Agreement or its subject matter, including          disputes as to validity,  performance,  breach,  or termination,  which          cannot be settled by mutual  agreement  between the  Parties,  shall be          submitted to binding  arbitration  under the Rules of Conciliation  and          Arbitration of the International Chamber of Commerce as in force on the          date of the  commencement  of the  arbitration  and as modified by this          arbitration  clause. The appointing and administering body shall be the          International Chamber of Commerce.  There shall be only one arbitrator.          The  arbitration  shall  take  place in  Geneva,  Switzerland,  and the          proceedings shall be conducted in the English language. The award shall          be final and binding and the Parties hereby waive all means of recourse          to the courts of

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         Switzerland or any other Country.  Jucgment on the award may be entered          in any court of competent Jurisdiction.

37       SUCCESSORS BOUND

         This Agreement  shall be binding on the Parties,  their  successors and          permitted assigns.





38       ENTIRE AGREEMENT

38.1     This  Agreement  represents  the  entire  understanding  and  agreement          between the Parties in relation to the matters  dealt with herein,  and          supersedes all previous representations, understandings and agreements,          whether oral or written, relating thereto.

38.2     It includes  the  following  documents  which are  attached  hereto and          incorporated herein by reference

                                    SCHEDULES

SCHEDULE A     PARTIES TO THE AGREEMENT

SCHEDULE B     VOTING INTERESTS, OWNERSHIP  INTERESTS IN SEGMENTS AND ALLOCATION                OF CAPITAL, OPERATING AND MAINTENANCE COSTS IN SEGMENTS S AND T.

SCHEDULE C     SUMMARY OF ALLOCATED CAPACITY

SCHEDULE C-1   SUMMARY OF ALLOCATED  CAPACITY  AS  ASSIGNED  AT THE TIME OF C&MA                SIGNING

                                     ANNEXES

ANNEX 1     TERMS OF REFERENCE FOR MANAGING GROUP

ANNEX 2     TERMS OF REFERENCE FOR THE PROCUREMENT GROUP

ANNEX 3     TERMS OF REFERENCE FOR THE AR&R SUBCOMMITTEE

ANNEX 4     TERMS OF REFERENCE FOR THE F&A SUBCOMMITTEE

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ANNEX 5     TERMS OF REFERENCE FOR THE CENTRAL BILLING PARTY

ANNEX 6     TERMS OF REFERENCE FOR THE NETWORK ADMINISTRATOR

ANNEX 7     SOURCE OF FINANCIAL CHARGE RATES

ANNEX 8     INITIAL OWNERSHIP PRICING MATRIX

ANNEX 9     CAPACITY STRUCTURE

ANNEX 10    ORGANIZATION STRUCTURE

ANNEX 11    CONFIGURATION DIAGRAM

39       TESTIMONIUM

IN WITNESS  WHEREOF the Parties  have  severally  subscribed  these  presents or caused  them to be  subscribed  in  their  names  and on their  behalf  by their respective officers thereunto duly authorized.

     For and on behalf of      ABS Telecom plc

     ---------------------------

     For and on behalf of      AT&T Corp.

     ---------------------------

     For and on behalf of





     BARAK I.T.C

     ---------------------------

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     For and on behalf of      BC TEL

     ---------------------------

     For and on behalf of      Belgacom S.A.

     ---------------------------

     For and on behalf of      BellSouth International, Inc.

     ---------------------------

     For and on behalf of      British Telecommunications pIc

     ---------------------------

     For and on behalf of      Cable & Wireless Global Network Organisation Limited

     ---------------------------

- -------------------------------------------------------------------------------- September  2, 1998                                                       Paqe 36

     For and on behalf of      Cable & Wireless, Inc.

     ---------------------------

     For and on behalf of      Carrier 1 AG

     ---------------------------

     For and on behalf of      COMPANHIA PORTUGUESA RADIO MARCONI, SA.

     ---------------------------





     For and on behalf of      Com Tech International Corporation

     ---------------------------

     For and on behalf of      CYPRUS TELECOMMUNICATIONS AUTHORITY

     ---------------------------

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     For and on behalf of      Deutsche Telekom AG

     ---------------------------

     For and on behalf of      Energis Communications Limited

     ---------------------------

     For and on behalf of      Emirates Telecommunications Corporation - ETISALAT

     ---------------------------

     For and on behalf of      France Telecom

     ---------------------------

     For and on behalf of      GTE Intelligent Network Services Incorporated

     ---------------------------

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     For and on behalf of      Hellenic Telecommunications Organisation S.A.

     ---------------------------

     For and on behalf of IXC Communications, Inc.      For and on behalf of

     ---------------------------





     IXNET Limited

     ---------------------------

     For and on behalf of      Japan Telecom Co., Ltd.

     ---------------------------

     For and on behalf of      Kokusai Denshin Denwa Americas Inc.

     ---------------------------

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     For and on behalf of      KPN Telecom B.V

     ---------------------------

     For and on behalf of      MCI International Inc.

     ---------------------------

     For and on behalf of      NTT Worldwide Network Corporation

     ---------------------------

     For and on behalf of      OY FINNET International AB

     ---------------------------

     For and on behalf of      Pacific Gateway Exchange

     ---------------------------

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     For and on behalf of      Pacific Gateway Exchange Inc.

     ---------------------------





- -------------------------------------------------------------------------------- September 2, 1998                                                       Page 40a

     For and on behalf of      Rostelecom

     ---------------------------

     For and on behalf of      RSL Communications Limited

     ---------------------------

     For and on behalf of      Singapore Telecommunications Limited

     ---------------------------

     For and on behalf of      Slovenske Telecomunicatie s.e.

     ---------------------------

     For and on behalf of      Sonera Ltd.

     ---------------------------

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     For and on behalf of      Sprint Communications Company L.P.

     ---------------------------

     For and on behalf of      STAR Telecommunications Inc.

     ---------------------------

     For and on behalf of      StarHub

     ---------------------------





     For and on behalf of      STARTEC GLOBAL COMMUNICATIONS CORPORATION

     ---------------------------

     For and on behalf of      Swisscom Ltd

     ---------------------------

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     For and on behalf of      Swisscom North America Inc.

     ---------------------------

     For and on behalf of      Tele 2 AB

     ---------------------------

     For and on behalf of      TeleBermuda International Limited

     ---------------------------

     For and on behalf of      Tele Danmark A/S

     ---------------------------

     For and on behalf of      Telef6nica de Espana, S.A.

     ---------------------------

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     For and on behalf of      Teleglobe USA

     ---------------------------

     For and on behalf of      Telenor Global Services AS

     ---------------------------





     For and on behalf of      Telesur

     ---------------------------

     For and on behalf of      TELIA AB (publ)

     ---------------------------

     For and on behalf of      Telia North America Inc.

     ---------------------------

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     For and on behalf of      Transoceanic Communications Incorporated

     ---------------------------

     For and on behalf of      Turk Telekomunikasyon A.S.

     ---------------------------

     For and on behalf of      Ultrallne (Bermuda) Limited

     ---------------------------

     For and on behalf of      VIATEL

     ---------------------------

     For and on behalf of      Videsh Sanchar Nigam Limited

     ---------------------------

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 45 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

SOLUTION:
Should the Managing Group agree to jointly          insure against such risks, the cost of such insurance will form part of          the capital costs referred to in Subparagraph 13.1.