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(a)
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(i)
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Any Party or
Signatory may withdraw voluntarily from INTELSAT. A Party shall give written
notice to the Depositary of its decision to withdraw. The decision of a
Signatory to withdraw shall be notified in writing to the executive organ by
the Party which has designated it and such notification shall signify the
acceptance by the Party of such notification of decision to withdraw.
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(ii)
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Voluntary
withdrawal shall become effective and this Agreement and the Operating
Agreement shall cease to be in force for a Party or Signatory three months
after the date of receipt of the notice referred to in subparagraph (i) of
this paragraph or, if the notice so states, on the date of the next
determination of investment shares pursuant to subparagraph (c)(ii) of
Article 6 of the Operating Agreement following the expiration of such three
months.
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(b)
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(i)
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If a Party
appears to have failed to comply with any obligation under this Agreement,
the Assembly of Parties, having received notice to that effect or acting on
its own initiative, and having considered any representations made by the
Party, may decide, if it finds that the failure to comply has in fact
occurred, that the Party be deemed to have withdrawn from INTELSAT. This
Agreement shall cease to be in force for the Party as of the date of such
decision. An extraordinary meeting of the Assembly of Parties may be convened
for this purpose.
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(ii)
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If any
Signatory, in its capacity as such, appears to have failed to comply with any
obligation under this Agreement or the Operating Agreement, other than
obligations under paragraph (a) of Article 4 of the Operating Agreement and
the failure to comply shall not have been remedied within three months after
the Signatory has been notified in writing by the executive organ of a
resolution of the Board of Governors taking note of the failure to comply,
the Board of Governors may, after considering any representations made by the
Signatory or the Party which designated it, suspend the rights of the
Signatory, and may recommend to the Meeting of Signatories that the Signatory
be deemed to have withdrawn from INTELSAT. If the Meeting of Signatories,
after consideration of any representations made by the Signatory or by the
Party which designated it, approves the recommendation of the Board of
Governors, the withdrawal of the Signatory shall become effective upon the
date of the approval, and this Agreement and the Operating Agreement shall
cease to be in force for the Signatory as of that date.
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(c)
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If any
Signatory fails to pay any amount due from it pursuant to paragraph (a) of
Article 4 of the Operating Agreement within three months after the payment
has become due, the rights of the Signatory under this Agreement and the
Operating Agreement shall be automatically suspended. If within three months
after the suspension the Signatory has not paid all sums due or the Party
which has designated the Signatory has not made a substitution pursuant to
paragraph (f) of this Article, the Board of Governors, after considering any
representations made by the Signatory or by the Party which has designated
it, may recommend to the Meeting of Signatories that the Signatory be deemed
to have withdrawn from INTELSAT. The Meeting of Signatories, after
considering any representations made by the Signatory, may decide that the
Signatory be deemed to have withdrawn from INTELSAT and, from the date of the
decision, this Agreement and the Operating Agreement shall cease to be in
force for the Signatory.
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(d)
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Withdrawal
of a Party, in its capacity as such, shall entail the simultaneous withdrawal
of the Signatory designated by the Party or of the Party in its capacity as
Signatory, as the case may be, and this Agreement and the Operating Agreement
shall cease to be in force for the Signatory on the same date on which this
Agreement ceases to be in force for the Party which has designated it.
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(e)
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In all cases
of withdrawal of a Signatory from INTELSAT, the Party which designated the
Signatory shall assume the capacity of a Signatory, or shall designate a new
Signatory effective as of the date of such withdrawal, or shall withdraw from
INTELSAT.
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(f)
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If for any
reason a Party desires to substitute itself for its designated Signatory or
to designate a new Signatory, it shall give written notice thereof to the
Depositary, and upon assumption by the new Signatory of all the outstanding
obligations of the previously designated Signatory and upon signature of the
Operating Agreement, this Agreement and the Operating Agreement shall enter
into force for the new Signatory and thereupon shall cease to be in force for
such previously designated Signatory.
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(g)
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Upon the
receipt by the Depositary or the executive organ, as the case may be, of
notice of decision to withdraw pursuant to subparagraph (a)(i) of this Article,
the Party giving notice and its designated Signatory, or the Signatory in
respect of which notice has been given, as the case may be, shall cease to
have any rights of representation and any voting rights in any organ of
INTELSAT, and shall incur no obligation or liability after the receipt of the
notice, except that the Signatory, unless the Board of Governors decides
otherwise pursuant to paragraph (d) of Article 21 of the Operating Agreement,
shall be responsible for contributing its share of the capital contributions
necessary to meet both contractual commitments specifically authorized before
such receipt and liabilities arising from acts or omissions before such
receipt.
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(h)
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During the
period of suspension of the rights of a Signatory pursuant to subparagraph
(b)(ii) or paragraph (c) of this Article, the Signatory shall continue to
have all the obligations and liabilities of a Signatory under this Agreement
and the Operating Agreement.
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(i)
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If the
Meeting of Signatories, pursuant to subparagraph (b)(ii) or paragraph (c) of
this Article, decides not to approve the recommendation of the Board of
Governors that the Signatory be deemed to have withdrawn from INTELSAT, as of
the date of that decision the suspension shall be lifted and the Signatory shall
thereafter have all rights under this Agreement and the Operating Agreement,
provided that where a Signatory is suspended pursuant to paragraph (c) of
this Article the suspension shall not be lifted until the Signatory has paid
the amounts due from it pursuant to paragraph (a) of Article 4 of the
Operating Agreement.
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(j)
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If the
Meeting of Signatories approves the recommendation of the Board of Governors
pursuant to subparagraph (b)(ii) or paragraph (c) of this Article that a
Signatory be deemed to have withdrawn from INTELSAT, that Signatory shall
incur no obligation or liability after such approval, except that the
Signatory, unless the Board of Governors decides otherwise pursuant to
paragraph (d) of Article 21 of the Operating Agreement, shall be responsible
for contributing its share of the capital contributions necessary to meet
both contractual commitments specifically authorized before such approval and
liabilities arising from acts or omissions before such approval.
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(k)
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If the
Assembly of Parties decides pursuant to subparagraph (b)(i) of this Article
that a Party be deemed to have withdrawn from INTELSAT, the Party in its
capacity as Signatory or its designated Signatory, as the case may be, shall
incur no obligation or liability after such decision, except that the Party
in its capacity as Signatory or its designated Signatory, as the case may be,
unless the Board of Governors decides otherwise pursuant to paragraph (d) of
Article 21 of the Operating Agreement, shall be responsible for contributing
its share of the capital contributions necessary to meet both contractual
commitments specifically authorized before such decision and liabilities
arising from acts or omissions before such decision.
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(l)
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Settlement
between INTELSAT and a Signatory for which this Agreement and the Operating
Agreement have ceased to be in force, other than in the case of substitution
pursuant to paragraph (f) of this Article, shall be accomplished as provided
in Article 21 of the Operating Agreement.
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(m)
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(i)
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Notification
of the decision of a Party to withdraw pursuant to subparagraph (a)(i) of
this Article shall be transmitted by the Depositary to all Parties and to the
executive organ, and the latter shall transmit the notification to all
Signatories.
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(ii)
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If the
Assembly of Parties decides that a Party shall be deemed to have withdrawn
from INTELSAT pursuant to subparagraph (b)(i) of this Article, the executive
organ shall notify all Signatories and the Depositary, and the latter shall
transmit the notification to all Parties.
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(iii)
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Notification
of the decision of a Signatory to withdraw pursuant to subparagraph (a)(i) of
this Article or of the withdrawal of a Signatory pursuant to subparagraph
(b)(ii) or paragraph (c) or (d) of this Article, shall be transmitted by the
executive organ to all Signatories and to the Depositary, and the latter
shall transmit the notification to all Parties.
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(iv)
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The
suspension of a Signatory pursuant to subparagraph (b)(ii) or paragraph (c)
of this Article shall be notified by the executive organ to all Signatories
and to the Depositary, and the latter shall transmit the notification to all
Parties.
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(v)
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The
substitution of a Signatory pursuant to paragraph (f) of this Article shall
be notified by the Depositary to all Parties and to the executive organ, and
the latter shall transmit the notification to all Signatories.
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(n)
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No Party or
its designated Signatory shall be required to withdraw from INTELSAT as a
direct result of any change in the status of that Party with regard to the
International Telecommunication Union.
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