Always-on access

This is a permanent connection, much like a permanently open telephone line, with the call charges incorporated into your ISP subscription or line-rental charge. The options for providing always-on access are:

ADSL (asymmetric digital subscriber line) - the most widely available broadband service for both business and domestic users available from numerous ISPs, usually on a 12-month minimum contract.

SDSL (symmetric digital subscriber line) - offers identical upstream and downstream speeds, meaning you can upload and download information more quickly. This may be useful for businesses that rely on sharing large files over the internet, eg when using software as a service or cloud computing.

3G - 'third generation' cellular data services offer always-on connection at rates comparable to broadband, usually through a mobile phone or mobile broadband modem.

Leased line - a dedicated line run between you and your ISP, with a one-off installation cost and an annual rental fee. This option is typically used by large organisations.

Cable - most cable companies offer bundled packages that include telephone, broadband internet connection, TV channels and, as with ADSL, a number of different deals for different requirements.

Wireless - a number of communications companies are evaluating different business models to commercialise this type of broadband service.

Satellite - a type of broadband connection that offers a further option for businesses in remote areas that cannot access any other broadband internet connection. It is available throughout the UK and requires a special satellite dish.

http://navigators.com/isp.html

http://www.nwncable.com/

http://www.bfsb-bahamas.com/news.php?cmd=view&id=1773&pre=y

ARCOS Network Expands

Friday March 24th, 2006

Category: E-Business & ICT, Industry Information

New World Network, the principal owner of the Americas Region Caribbean Optical-ring System (ARCOS), announced yesterday that it has successfully completed a multi-million dollar network expansion. The expansion more than doubles bandwidth capacity and sets the stage for both significant growth in network data traffic and the introduction of new service features and enhancements.According to a release from NWN, it is the single largest network upgrade and expansion since the ARCOS network was commissioned in December, 2001. The expansion involved the installation of advanced electronic equipment at 24 ARCOS landing sites representing 14 countries throughout its service region. This new equipment will provide ARCOS owners, and their many customers with much needed additional bandwidth, delivered using traditional Synchronous Digital Hierarchy (SDH) and new Packet based (IP) standards. Columbus Communications, which acquired New World Network last September, funded the network expansion to accommodate its customers' demand for increased broadband capacity. Columbus is the controlling shareholder of Cable Bahamas. With more than 10,000 kilometers of undersea fiber optic network, ARCOS combined with Columbus affiliate company subsea networks in The Bahamas and Jamaica; represent the leading undersea broadband fiber-optic cable networks connecting the U.S., Mexico, Central America, South America and the Caribbean

New World Network, a submarine broadband fiber optic cable network fully interconnecting the Americas and the Caribbean, announced the deployment of their fiber optic cable that will provide high speed connectivity throughout the Americas. Top business and political leaders, including, David Samson, Mayor of Sunny Isles, and Gary Brown, City Manager of North Miami Beach, among others, attended a ceremony commemorating the event.The surging telecommunications market in Latin America and the increasing demand for faster, more reliable connections has presented enormous opportunities for telecom companies. According to new research from TeleGeography, by 2002 the completion of proposed submarine cable links will dramatically increase capacity. The Phillips Group also cites that the growing demand in Latin America for bandwidth capacity is giving rise to companies that can provide multi-Gigabit submarine cable systems. New World Network is well positioned to meet this demand.

The company's ARCOS cable offers 15 Gbps of fully redundant capacity with a multi-upgradeable design capacity of 960 Gbps and is designed to incorporate future technologies as they arise. This future proof design allows New World Network to always take advantage of the latest terminal technology at a given point in time and continuously compete as a low cost provider.

"This cable landing ceremony marks the deployment of our fiber-optic network that will connect the US with the Caribbean and Latin America," said David Warnes, CEO and president of New World Network. "From a single-source operator, the Americas have access to an advanced communications network with reliable, high-speed connections and infinitely expandable services," added Warnes.

New World Network's undersea fiber optic ring, Americas Region Caribbean Ring System (AROCS), is connecting the US market with 14 additional jurisdictions throughout the Caribbean and Latin America. The entire network will link Miami to the Bahamas, Turks & Caicos, Dominican Republic, Puerto Rico, Curacao, Venezuela, Colombia, Panama, Costa Rica, Nicaraga, Honduras, Guatemala, Belize, and Mexico. The network is fully financed and the entire 8,600-km ring is expected to be complete by the end of third quarter of 2001.

VANCOUVER, B.C.--(BUSINESS WIRE)--Sept. 18, 2000

Global Light Telecommunications

GBT is pleased to announce that its affiliate New World Network Holdings Ltd. has made significant progress with the construction of the ARCOS-1 submarine broadband fiber optic cable network.

The cable manufacturing (including fiber optics and armouring) is progressing according to schedule. Production of two of the 24 submerged cable segments is now complete and other segments are in various stages of completion. The first two segments have successfully passed all factory tests and The Manta, a Corning owned cable-laying vessel, has been loaded with the two complete cable segments and is en-route to the Caribbean. Physical installation is scheduled to begin later this month.

Solid-state, 1,4,8 Channels Sub Micro-second Responsewww.kotura.com ESKA Optic al Fiber World's largest manufacture of plastic Optical Fiberwww.supereska.com

The first segment to be installed will run from Crooked Island in the Bahamas to Providential in Turks and Caicos. Installation of this segment will run from late September through mid-October. The second segment, connecting Nassau, Bahamas to Cat Island, Bahamas, will be laid from mid-October through mid-November.

In March 2000, the ARCOS-1 consortium signed a turnkey supply contract with Norddeutsche Seekabelwerke, a Corning Company, Siemens, and Tyco Submarine Systems to build ARCOS-1.

Wolfgang Giebel, Managing Director of NSW stated that, "The Cable Ship Manta had been provisioned and loaded with the first cable lengths and was on its way on schedule to begin laying in the Bahamas. I am pleased to see this challenging project being 100 % on schedule. This means the logistics of cable manufacturing, including the fiber allocation from NSW's parent company Corning, the spread mobilization, the laying and ploughing of the cables, and the shore end preparations match exactly. The joint project manager reports that all consortial partners are absolutely dedicated to their commitment."

Upon completion, ARCOS-1 will provide a state-of-the-art broadband communications network connecting the United States to Mexico and other countries in Central America, South America and the Caribbean. The 8600-km cable will land in fifteen different jurisdictions in the Caribbean region offering 15 Gbps of fully redundant capacity supporting a wide range of broadband services. The system can later be incrementally upgraded to a total capacity of 960 Gbps simply by changing the electronics at the cable landing sites.

"The successful financing and commencement of this project makes Global Light's Latin and South America division a serious contender in the telecom bandwidth infrastructure space," said David Warnes, President & CEO of New World Networks. Preliminary discussions with capacity users in this region indicate that there is a great demand for bandwidth that can only spell success for ARCOS-1. This unique hybrid project demonstrates the power of combining the private sector and the carrier sector and encompassing some 15 countries and 24 landings. I am particularly pleased to have both the funding and the organization fully in place with the cable itself going to plan and on schedule. We commend NSW/Corning, Siemens and Tyco as they are valuable partners in this undertaking. This project is another validation of Global's strategic position of providing telecom services to under-served markets."

New World Network, Ltd., a Bermuda company, owns approximately 88% of ARCOS-1, In June of this year, New World Network Holdings, Ltd. ("New World"), completed a debt and equity financing package for an aggregate amount of US$415 million. In connection with the equity financing, Global Light Telecommunications Inc., (GBT:AMEX) Vancouver, B.C., invested $50 million to purchase a controlling ownership interest in New World. Siemens Project Ventures New World will be a telecommunications carrier's carrier. ARCOS-1, which is designed to be a state-of-the-art submarine broadband fiber optic network, will connect the U.S. to Mexico, Central America, South America and the Caribbean landing in 15 jurisdictions in the Caribbean. New World's partners in ARCOS-1 are approximately 30

carriers throughout the region including GTE Worldcom, AT&T and Cable & Wireless as well as Avantel, Cantv and Codetel. This unique ownership structure combines the advantages of an independently owned company and the benefits of strategic partnerships with local carriers that provide landing rights, backhaul and interconnection to local networks. Certain statements contained in this press release are "forward-looking statements" within the meaning of section 27A of the Securities Act and section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties. Actual results may differ materially from the forward-looking statements made here. Factors which may affect actual results include; the success of the Company's strategic focus, competition, and the ability to secure financial resources as required.

No stock exchange has reviewed or approved the contents of this news release.

Tyco starts here

Ragged Island is a small island (9 square miles) and district in the southern Bahamas.

Until recently it had an active salt industry, the salt ponds having been developed in the 19th Century by a Mr. Duncan Taylor, after whom Duncan Town, the only settlement, is named.

The island was badly affected by Hurricane Donna and there has been a gradual emigration to more prosperous islands such as New Providence. The population of Ragged Island in the 2000 census was just 72.

Fishermen say that the best bone fishing can be found on the Ragged Island.

Ragged Island is part of the Jumentos cays and Ragged Island Chain. The croissant shaped chain measures over 110 miles in length and includes cays known as Racoon Cay, Hog Cay and Double-Breasted Cay.

Duncan town is the only settlement of the entire chain and is situated within a bay of shallow water. The island relies on the "mail boat" for transportation to and from the major islands and for freight and commerce. The island contains a small air strip and a harbor.

Most of the inhabitants are the direct descendants from the original settlers and they bear their original family names such as Curling, Lockhart, Maycock, Moxey, Munroe, Wallace, and Wilson. The familiar heritage and their remoteness have resulted in the islands being part of the “family islands” or “out island”.

Although the island is remote and sparsely populated, many of its descendants have taken important roles within politics, athletics, entertainment and business.

Infrastructure

Communications

In August 2005, a contract was signed with TYCO International to deploy a fiber optic submarine cable in a self-healing ring topology, connecting 14 islands of the Bahamas; namely, New Providence, Andros, Eleuthera, Exuma, Long Island, Ragged Island, Inagua, Mayaguana, San Salvador, Rum Cay, Cat Island, Abaco, Crooked Island and Grand Bahama at a cost of $60 Million.

Transportation

Airport - Upgrades to the Duncan Town Airport Ragged Island (funded by the European Union) at a cost of $650,000 was commenced in 2006.

Dock/dredging - The dredging and the building of a dock in Ragged Island at an estimated cost of some $3.5 million commenced in 2006.

http://www.tyco.com/wps/wcm/connect/tyco+who+we+are/Who+We+Are/Management

http://www.secinfo.com/$/SEC/Filings.asp?CIK=833444&Type=8-K&Item=5.02|6

http://www.secinfo.com/dsvRx.761w.a.htm

http://www.bermuda-online.org/intcoys3.htm

Tyco Holdings (Bermuda) # 15 As below

Tyco Electronics World's biggest maker of electric connectors, public safety/land mobile radio systems,

radio-frequency components and sub-systems. Spun off as part of the break-up of Tyco International Ltd. Brought in about $500 million in the fiscal year 2007, representing 56 percent of the total sales recorded by Tyco's wireless-systems sector. In 2009 announced it was seeking to relocate from Bermuda to Switzerland. 

Tyco International

Zurich Centre, 2nd Floor, 90 Pitts Bay Road, Pembroke HM 08. Phone 292-8674. Fax 295-9647. In the top 100 of Federal contractors. Has $ multi-million US Defense and Homeland Security contracts. Formerly based in Exeter, New Hampshire. Bermuda headquartered here for tax reasons on July 1, 2001. Operating headquarters in Berwyn, Pennsylvania. It is a huge corporation in the USA and elsewhere, about 117 in world ranking, the world's largest fire and security systems provider and second-biggest in health care supplies. It also owns Bermuda-based international company ADT and Tyco Submarine Systems.

Tyco Submarine Systems Owned by Tyco International

Tycom Ltd

Address as above for Tyco, phone 298-9770. Fax 298-9777. World leader in undersea technology development. It has provided practical and financial help for a Bermuda exhibition at the Smithsonian Libraries exhibition in Washington DC, in the National Museum of American History. It is titled" The Underwater Web: Cabling the Seas. " Neil Garvey is the president and CEO.

Former president, chief executive officer, and chairman, Tyco International

Nationality: American.

Born: November 16, 1946, in Newark, New Jersey.

Education: Seton Hall University, BS, 1968.

Family: Son of Leo Kelly (investigator) and Agnes (Kozell; school crossing guard) Kozlowski; married Angeles Suarez (divorced); married Karen Lee Mayo (waitress), 2000; children: two (first marriage).

Career: SCM Corporation, c.1970, auditor in mergers and acquisitions; Cabot Corporation, senior finance position; Nashua Corporation, director of audit and analysis; Tyco Laboratories (later Tyco International), 1976–1989, various positions, including president of Grinnell Fire Protection Systems division, vice president and chief financial officer of Ludlow Corporation division, and president and chief executive officer of Grinnell Corporation division; 1989–1992, chief operating officer and president; 1992–1993, chief executive officer and president; 1993–2002, chief executive officer, president, and chairman.

■ During the economic boom of the 1990s, L. Dennis Kozlowski was a high-profile hero on Wall Street and in the media. Between 1992 and 2002 he built Tyco—an obscure manufacturer of industrial parts with $3 billion in annual sales—into a global conglomerate with $36 billion in revenues from the sale of everything from diapers to fire alarms. Kozlowski made a business of fast and friendly acquisitions and mergers. He spent over $60 billion for 200 major corporations and hundreds of smaller companies, making countless millions for Tyco investors. He was known as being very aggressive and demanding and as being a drastic cost cutter. His management was completely decentralized. Provided that they met their profit goals, his executives ran their divisions as entrepreneurs. Although some analysts were skeptical, others called him a business genius and the best CEO in the country.

By 2003 Kozlowski was on trial for looting Tyco of $600 million and was also facing charges of tax evasion. Kozlowski

Dennis Kozlowski. AP/Wide World Photos . and Tyco came to symbolize personal and corporate greed in the early 21st century.

FROM THE INNER CITY TO THE TOP OF TYCO Raised in a tough Polish and Italian neighborhood in west-central Newark, New Jersey—a neighborhood that was completely destroyed in the riots of 1967—Kozlowski identified his father as a Newark cop who rose to police detective. In fact, it was his mother who worked for the police department as a school crossing guard. Leo Kozlowski was an undercover investigator for the private predecessor of New Jersey Transit and occasionally worked for a county prosecutor's office and for the Federal Bureau of Investigation. He was also a tireless Republican Party ward worker within the Polish community.

Kozlowski attended Seton Hall University, a Catholic school in South Orange, New Jersey. Living at home, he put himself through college by playing guitar in a wedding band and waiting tables. He quit one restaurant job because the staff pooled their tips. Marc Feigen, who knew Kozlowski at the time, told Time magazine in June 2002, "There seems to have been a fanaticism about getting every last nickel. That was his Achilles' heel."

About 1970 Kozlowski became an auditor in the mergers and acquisitions department of SCM Corporation, an old-style conglomerate. Subsequently he held senior finance positions at Cabot Corporation, a chemicals company, and became director of audit and analysis at Nashua Corporation, a photo-copier manufacturer based in New Hampshire.

In 1976 Joseph Gaziano of Tyco Laboratories hired Kozlowski for the finance department. At the time Tyco had annual sales of only $20 million; however, Gaziano was becoming famous for hostile takeovers. Kozlowski's job was to fix up some of these floundering acquisitions. Determined to rise in Tyco, Kozlowski took a few evening classes at Rivier College in Nashua, New Hampshire, but never earned an MBA as he later claimed. When Gaziano died in 1982 and was replaced by John F. Fort III, Kozlowski began learning the new CEO's profits-first management style.

ACQUIRED AND RAN GRINNELL CORPORATION Kozlowski was involved in Tyco's decision to buy Grinnell Fire Protection Systems, a manufacturer of automated sprinklers. He became vice president of finance for the

new division. When he became president of the division in 1984, it had zero profits on sales of about $185 million. Within a year Kozlowski could claim $15 million in profits on revenues of $255 million. He earned a reputation for turning around underperforming companies.

Kozlowski convinced Tyco to buy out the remaining portions of the Grinnell Corporation, including a foundry and an industrial parts distributor. He set out to transform what was now Tyco's largest division. He banished nearly all written reports; set low salaries with generous, performance-based bonuses; and fired all underperformers. In 1987 Kozlowski was named to Tyco's board of directors.

Between 1982 and 1992 Tyco's sales increased from $550 million to $3.1 billion, and its share price increased by more than 800 percent. In 1989 Kozlowski became president and COO of Tyco, with responsibility for its business operations and corporate functions. He then made a quiet power play for Fort's job, becoming CEO in 1992 and chairman of the board shortly thereafter.

"DEAL-A-DAY DENNIS" Kozlowski was determined that Tyco continue to grow, saying that he wanted it to become the next General Electric. He replaced Tyco's managers with merger specialists who shared his attitudes about the business and maintained an everchanging list of about 30 acquisition candidates. He instituted very generous, performance-related pay schemes. His goal was to make every one of Tyco's businesses first or second in its respective market.

According to a February 9, 2004, story in Time magazine, Kozlowski became known as "Deal-a-Day Dennis." Between 1994 and 1997 Tyco acquired 24 companies. At first Kozlowski looked for small, strong but underperforming companies that would provide Tyco with immediate profits. He also looked to diversify Tyco's holdings. Then in 1997 he paid $850 million for AT&T's undersea fiber-optic cable division. Kozlowski also bought AMP, the world's largest maker of electronic components, and U.S. Surgical, a medical products manufacturer with a growing market. Between 1996 and 1999 Kozlowski spent $30 billion on acquisitions, all but $3 billion paid for with Tyco stock. Tyco's debt tripled between 1997 and 1999. However, its profits

continued to rise. During fiscal year 1999 Tyco earned $2.6 billion on sales of $22.5 billion.

Kozlowski's acquisitions were quick and friendly, completed within a few weeks. In 1998 he told Forbes magazine why he opposed hostile takeovers: "In the hostile environment, you can never get to the important people [lower down] who are making things happen. Good people, because of the uncertainty of a hostile takeover, tend to leave. We want to keep employees who fit into our style of entrepreneurial management—no meetings, no corporate bureaucracy over the entrepreneur's head, and focused on the bottom line" (June 15, 1998).

Following an acquisition, Kozlowski moved quickly to cut costs and consolidate, laying off workers and closing factories. He fired top executives, replacing them with young middle managers who were willing to work long hours. All employees received generous severance packages. Some analysts believed that he overpaid for many of his acquisitions. Nevertheless, between July 1992 and its peak in December 2001, Tyco stock increased thirteenfold.

MANAGEMENT STYLE Kozlowski viewed his job as involving strategic planning, making acquisitions, and dealing with specific management problems. He believed that without meetings, memos, or the need to consult the boss, managers could make decisions very quickly. He provided little direction, and division managers' strategic plans were not reviewed. Instead Kozlowski relied on performance-based compensation. All employees were eligible for generous incentive pay that, except for a few top corporate executives, was tied to the division's or unit's performance, not the company's.

Tyco employed some 270,000 people in about two thousand locations around the world, and Kozlowski's management practices never brought together the company's diverse businesses for the benefit of the organization. Health care was lumped into the same division as plastics and adhesives. Kozlowski cared little for quality control or research and development, underinvested in information technology, and failed to train a new generation of executives.

Well into 1997 the press lauded Tyco's sparse staffing and bland headquarters as well as Kozlowski's meager compensation. His $1 million salary remained unchanged for a four-year period, and his annual bonus was limited to an additional $1 million. Tyco offered him no stock options, although Kozlowski did receive performance-linked restricted shares. However, when Tyco merged with the security firm ADT in 1997, it adopted ADT's stock option policy. Kozlowski did not receive such typical executive perks as financial planning, postretirement medical insurance, or club memberships. He was even known to fly his own airplane on business trips without reimbursement.

DENNIS THE MENACE By 1997 some analysts were beginning to view Kozlowski as one of the country's most overcompensated CEOs. Between 1992 and 2001 Kozlowski's legal compensation increased four times more than Tyco's stock price. As the board raised his compensation from $8.8 million in 1996 to $52.8 million in 1997, Kozlowski began regularly to avail himself of company loans, borrowing hundreds of millions of dollars, most of which he repaid. In 1999, when his board-approved compensation was at $136.1 million, Kozlowski borrowed even more money from Tyco. He bought properties all over the country. His home in Boca Raton, Florida, cost $29.8 million. The company bought, renovated, and furnished his Manhattan apartment at a cost of $30.8 million. He owned motorcycles, airplanes, and a 130-foot classic sailboat that was said to have cost $20 million, plus $700,000 annually for maintenance and crew. Kozlowski billed Tyco $110,000 for 13 days at a London hotel. By pledging $4.5 million of Tyco's money, he bought himself a seat on the board of the Whitney Museum in New York. In 2001 Tyco's board approved a retention deal wherein, if he stayed with the company, Kozlowski would receive 100,000 shares of Tyco stock annually through 2008.

Meanwhile Kozlowski continued to portray Tyco as an austere corporation. Its sparse, rustic headquarters on the outskirts of Exeter, New Hampshire, housed only about 150 employees—mostly lawyers, bankers, accountants, and top executives. Although Kozlowski moved the corporate headquarters to extravagant offices in Manhattan in 1995, he maintained the Exeter facility as Tyco's humble facade. In 1997 Tyco merged with ADT, based in Bermuda. Kozlowski structured the deal as a reverse

takeover, with ADT acquiring Tyco. Tyco's head-quarters—and its overseas profits—moved to Bermuda, saving the company between $400 million and $800 million annually in U.S. income taxes. That same year Kozlowski established yet another lavish corporate headquarters in Boca Raton.

According to the New Hampshire Business Review , Tyco's home page quoted Kozlowski as saying that the company "is successful because we adhere to basic strategies. We keep our business simple, stay close to our markets and empower our employees for greater achievements" (November 17, 2000). However, nothing was simple about Tyco. Its hundreds of acquisitions made its accounting unfathomable.

Although some analysts had always had doubts about Kozlowski's management, aggressive maneuvering, and complicated accounting schemes, in late 1999 rumors began circulating that Tyco had inflated its growth and overstated the earnings of some of its slow-growing businesses with unorthodox accounting. Its market value fell 17 percent. Kozlowski denied the charges, and an investigation by the U.S. Securities and Exchange Commission (SEC) cleared the company in 2000. However, Tyco's account books were filled with footnotes about thousands of offshore subsidiaries, scaring many shareholders. Tyco's stock lost half of its value. Although profits and sales remained high, the stock did not fully recover.

KOZLOWSKI'S LAST STAND Kozlowski remained set on aggressive growth. In 2000 Tyco acquired 40 companies for $9 billion. In 2001, in what many analysts viewed as a serious miscalculation, Kozlowski acquired CIT, Tyco's first commercial finance company. That spring Tyco was valued at $93 billion, and Business Week named Tyco its top performing company.

In January 2002 New York state banking regulators notified the Manhattan district attorney of a suspicious wire transfer of nearly $4 million from a Tyco bank account to a New York art dealer, who then moved the money to an account in the Bahamas. Tyco also was under investigation by the U.S. Treasury Department for tax evasion and money laundering.

At a January 22, 2002, shareholders' meeting, Kozlowski announced that, to simplify accounting, he was going to divide Tyco into five pieces and sell off businesses, reducing the company's size by about one-half. In February 2002 Tyco filings revealed that Kozlowski and his chief financial officer, Mark Swartz, while publicly declaring that they almost never sold Tyco shares, had actually sold a combined total of more than $500 million in stock back to the company since 1999. They were accused of falsely inflating Tyco's stock before selling. Kozlowski alone made $280 million by selling 5.3 million shares of Tyco stock. Tyco also revealed that it had made about 700 acquisitions at a price of $8 billion over the past three years, without informing shareholders.

In April 2002 Kozlowski announced that he would not break up Tyco, thereby destroying any remaining credibility. Between January and June 2002 Tyco's share price fell 80 percent. The rating on the company's $27 billion debt was downgraded.

"CORPORATE ROGUE OF THE YEAR" Kozlowski resigned from Tyco International in June 2002. The following day he was indicted on charges of evading more than $1 million in sales taxes on more than $13 million worth of art, including works by Renoir and Monet. His dealers, cooperating with the Manhattan district attorney, claimed that the works of art, or sometimes just empty boxes, were shipped to Tyco headquarters in New Hampshire to avoid New York sales tax and then immediately returned to Kozlowski's apartment in New York. Kozlowski pleaded not guilty.

In September 2002 a New York grand jury issued a 92-page indictment against Kozlowski and Swartz, charging that between 1995 and 2002 their racketeering schemes had earned them as much as $600 million in unauthorized bonuses and expense reports as well as fraudulent stock sales. The original 39 charges included grand larceny, conspiracy, securities fraud, and 14 charges of falsifying records. Several of the charges carried maximum penalties of 25 to 30 years in prison. After the indictment Tyco filed a report with federal regulators detailing the evidence of alleged fraud and abuse committed by Kozlowski and other Tyco executives.

Kozlowski and Swartz pleaded not guilty and were released on bond. Kozlowski also faced an SEC criminal complaint and a civil suit brought by Tyco.

Kozlowski's friends and supporters were shocked. Kozlowski was a shy and unassuming man, they said, who not only moved in high society but also socialized with fishermen, small business owners, contractors, and gardeners. He always gave generously to charities and causes. However, Tyco charged that Kozlowski had loosened up the company's corporate giving program, donating $106 million of stockholders' money to charity and passing off $43 million in company money as personal donations.

At the end of 2002 U.S. News & World Report picked Kozlowski as its corporate rogue of the year, choosing him over Enron and WorldCom executives involved in much more extensive corruption.

GUILTY OR JUST GREEDY? The trial in the New York State Supreme Court went on for almost six months. The prosecution relied on sensationalism. Kozlowski's spending habits and lavish lifestyle—financed with company money—grabbed the attention of the press and the public. Kozlowski used Tyco money to furnish his New York apartment and $5 million Nantucket home with a $6,000 shower curtain, a $15,000 antique poodle umbrella stand, a $2,200 gilded wastebasket, and $2,900 in coat hangers. Above all, there was a videotape of Kozlowski's weeklong party for his wife's 40th birthday on the Mediterranean island of Sardinia. It cost $2.1 million, including $250,000 to Jimmy Buffett for a one-hour performance. A Tyco event planner—and former Kozlowski mistress—charged over $1 million of the tab to Tyco for a management meeting.

Kozlowski's former executive assistant testified that she had agreed to cover his personal expenses with company money while having an affair with him. When she ended the relationship and left Tyco, Kozlowski gave her a severance package that included four years' salary and loan forgiveness on several residences. Kozlowski's face appeared on the front page of the New York Post under a giant headline that read "Oink, Oink" (September 13, 2002).

The defense did not so much deny the charges as argue that the board had approved—or at least overlooked—what Kozlowski and Swartz were doing. In March 2004 the judge threw out the most serious charge of enterprise corruption.

On April 2, 2004, a week into jury deliberations, the judge declared a mistrial when a holdout juror was identified in the press and subsequently reported receiving a phone call and a threatening letter. Some jurors claimed that although they had been offended by the prosecution's overkill and were unsure as to whether the prosecution had proved criminal intent, they nevertheless were very close to a consensus guilty verdict on some of the charges. A retrial was expected to begin later in 2004. Some analysts estimated that shareholder lawsuits against Tyco, for mismanagement under Kozlowski, could reach $10 billion or more.

See also entries on Cabot Corporation, Nashua Corporation, and Tyco International Ltd. in International Directory of Company Histories .

SOURCES FOR FURTHER INFORMATION Bianco, Anthony, et al., "The Rise and Fall of Dennis Kozlowski: How Did He Become So Unhinged by Greed? A Revealing Look at the Man behind the Tyco Scandal," BusinessWeek , December 23, 2002, pp. 64–66.

Bourque, Ron, "The Lessons Learned from Tyco's CEO: The Basics Still Apply," New Hampshire Business Review , November 17, 2000, p. 12.

"Business: The Case of the Hold-Out Granny; The Tyco Mistrial," Economist (London), April 10, 2004, p. 58.

Chakravarty, Subrata N., "Deal-a-Month Dennis," Forbes , June 15, 1998, pp. 66–67.

Eisenberg, Daniel, and Julie Rawe, "Dennis the Menace: Dennis Kozlowski Built Tyco into a Global Conglomerate by Buying Everything in Sight. Now He's the Latest CEO to Resign in Disgrace," Time , June 17, 2002, pp. 46–49.

Kaback, Hoffer, "Complacency Is Not an Option," Directors & Boards , Spring 2000, p. 14.

"Kozlowski's Colours; Face Value," Economist (U.S.), January 26, 2002.

Symonds, William C., and Pamela L. Moore, "The Most Aggressive CEO," BusinessWeek , May 28, 2001, pp. 68–70.

Thottam, Jyoti, "Can This Man Save Tyco? Ed Breen Is Undoing the Scandalous Excesses of the Kozlowski Era to Give the Company a New Start. Now He Needs to Deliver Profits," Time , February 9, 2004, pp. 48–50.

Useem, Jerry, "The Biggest Show No One's Watching: Mistresses in the Stand! Criminals in the Elevator! Piles and Piles of Really Boring Documents! Here's What the Trial of Former Tyco CEO Dennis Kozlowski—Now at Its Midpoint—Is Really Like," Fortune , December 8, 2003, p. 156.

Varchaver, Nicholas, "The Big Kozlowski: Tyco's ex-CEO Lived Large on the Company Dime. Now the Party's Over. Herewith, the (Pay) Raises and Fall of a Roman Emperor," Fortune , November 18, 2002, p. 123.

Warner, Melanie, "Exorcism at Tyco: CEO Ed Breen & Co. Aim to Run a Big, Solid, and, Yes, Boring Company. But First They Must Drive Out Dennis Kozlowski's Ghost," Fortune , April 28, 2003, p. 106.

Read more: Dennis Kozlowski 1946— Biography - From the inner city to the top of tyco, Acquired and ran grinnell corporation http://www.referenceforbusiness.com/biography/F-L/Kozlowski-Dennis-1946.html#ixzz0qHa8sF83The Simplex Wire & Cable Company had its beginnings in 1865 with the formation of a partnership between Charles A. Morss, who had his own wire making firm in Boston, and Oliver Whyte, to manufacture wire products. They made their first insulated wire in 1885 as an experiment. Following a fire in 1888 the company moved to new premises in Cambridge, Mass. In 1890 Morss and Whyte took over the Simplex Electric Company who had been acting as selling agents for them. They merged the two firms in 1895 under the Simplex name. This company was to concentrate on the manufacture of insulated wire and cable.

One of the first submarine cables they made was a five mile telephone cable which was laid across the Straits of Mackinac in Lake Michigan; another, this time one mile in length, was laid across Boston Harbour. Both were laid in 1900.

Problems in obtaining gutta percha for insulation forced the company to use rubber insulation, which only lasted for a few years due to proteins in the rubber absorbing moisture. To get over this they used lead sheathing on some cables. By 1926 they had developed a protein free rubber which they used for power and telephone cables.

The first submarine cable using the new product was made in 1933 for the US Coast Guard and laid between Florida and the Fowey Rocks Light. The success of this cable led to many similar contracts. During World War II they produced over 3000 miles of cable for the US Army Signals Corps Alaskan Communication System as well as cable for harbour and coastal defence work.

Bell Telephone Laboratories restarted their research on telephone cables after the end of World War II and Simplex was invited to join in on cable and repeater housing development. In 1948 Simplex manufactured 20 nm of coaxial cable which with six repeaters was laid by CS Lord Kelvin in the Bahamas. The first commercial system using the new cable was laid between Key West and Havana in 1950 using twin "go" and "return" cables. Twin cables were also used on the Atlantic Missile Range System installed in 1953 by HMTS Monarch (4); repeaters for this cable were installed on land.

On the 26th November 1953 the company opened a new factory on the banks of the Piscataqua River at Newington, New Hampshire solely for the manufacture of cables, both power and telephone.

Some other cables manufactured by the Company:1952-4 Florida - Puerto Rico. For the USAF1956 Port Angeles - Ketchikan 1250 nm of cable and 36 repeater housings1956 TAT 1 350 nm shore end cable and 58 repeater repeater housings1957 HAW 1 2380 nm of cable and 98 repeater housings.1957 Cape Dyer - Thule 1450 nm of cable and 30 repeater housings. For the USAF1959 TAT 2 600 nm of cable and 114 repeater housings.1960 Florida - Puerto Rico 1200 nm of cable and 38 repeater housings.1961 Cape Dyer - White Bay 2050 nm of cable and 45 repeater housings. For the USAF1962 Creole Petroleum - Lake Maracaibo, Venezuela 22 nm of 35 kV single phase power cable.1963 Puerto Rico - Viques Island 10 nm of 35 kV 3 phase power cable.1964 Philippines - Vietnam 696 nm of cable.1966 Hawaii - Johnston Island 769 nm of cable.1966 Gulf Coast Telephone Co 150 nm of cable.1967 Vietnam coastal system 961 nm of cable. For the USAF1967 Vietnam - Thailand 607 nm of cable. For the USAF

1967 Chugach Electric - Cook Inlet, Alaska 14 nm of 138 kV power cable.1968 Union Oil - Santa Barbara Channel, California 66 nm of power and signal cable.1968 Bonneville Power - Puget Sound, Washington 69 nm of power cable.1971 Taiwan - Okinawa 363 nm of cable.1973. Mt. Dessert Island - Swans Island, Maine 5¼ nm of power cable.1976. TAT 6 shore ends.1993 HAW 5 San Luis Obispo, California - Keawaula, Hawaii. With AT&T SSIMany cables were also produced for United States defence systems, including work for the United States Naval Electronic Systems Command. In addition many submarine power cables have been manufactured by the company.

In 1974 the company was taken over by Tyco.

Simplex Cable at Cape Cod, Massachusetts

The cable shown to the left was recovered from the ocean at Barrier Beach in Chatham, Massachusetts, by Richard Sandstrom.

Marked "Simplex" and "Bunass", the cable is 1⅜" diameter with a black polyethylene outer coating, 21 steel armoring wires, and four seven-strand copper conductors.

Possibly used for telephone communication, it's believed that the cable ran from a lifesaving station named Old Harbor Station, back North up the peninsula and built in 1898, to a lifesaving station in the town of Orleans. The date is unknown, but the design of the cable suggests the end of the 1950s or later.

If any site visitor has further information on this connection, please email me.

Recovering cable, October 2009

 

Sample Simplex Cable SpecificationSIMPLEX .128"/.460" TELEPHONE CABLE

Simplex telephone cable, 1968

The cable is intended for use as a communications circuit for underseas operation. It is made up of the following components.

Central Conductor: One 0.128"-diameter solid, uncoated, soft copper wire of high quality and purity, not tinned.

Insulation: High-quality and -purity polyethylene extruded to a diameter of 0.460".

Return Circuit: Six 0.015"-thick x 0.238"-wide uncoated, soft copper tapes of high quality and purity, not tinned, spirally applied. The diameter over the tapes is approximately 0.49".

Shielding: One 1¼"-wide x 0.004"-thick, uncoated, soft copper tape of high quality and purity. Diameter over the tape is approximately 0.50".

Binder Tape: One 1¼"-wide x 0.015"-thick coated cotton tape. The diameter over the tape is approximately 0.53".

Armor Bedding: One serve of 60-lb. treated jute roving. The diameter over the jute is approximately 0.66".

Armor Wires for Deep-Sea Cable: Twenty-four 0.086"-diameter galvanized extra-high-strength-steel wires, each coated with a tar

preservative. The diameter over the wires is approximately 0.80".

Outer Covering: Two serves of treated 17/3 plied jute yarn with a flooding of tar preservative compound under, between and over each serve. The diameter over the finished cable is approximately 1.04". For shore ends and unusual bottom conditions, special armoring may be required. Consult factory for specific recommendations.

CALCULATED CABLE DATAOver-all Diameter 1.04"Weight in Air 5,320 lbs/NMWeight in Sea Water 3,490 lbs/NMMinimum Breaking Strength 30,000 lbs.Cable Modulus(Breaking Strength/1-NM Weight in Sea Water) 8.6 NMSpecific Gravity 3.06

Batelco signs contract with TYCO Telecommunications

Bahamas Information Services08/03/2005

NASSAU , The Bahamas--- A contract was signed Monday (August 2) between The Bahamas Telecommunication Company Ltd. (BTC) and TYCO Telecommunications to install a $58.9 million fiber optic cable connecting 14 islands of The Bahamas.

The submarine fiber optic cable referred to as Bahamas Domestic Submarine Network International (BDSNi), has a lifespan of 25 years and is to be installed in three phases. Phase I is scheduled for completion at the end of December, 2005, and Phase II is expected to be completed by the end of June, 2006. The date for completion of Phase III will be announced in the coming weeks.

Phase I will connect New Providence to Inagua via Andros, Exuma, Long Island and Ragged Island . Phase II will connect Inagua to New Providence via Mayaguana, San Salvador, Rum Cay, Cat Island, Eleuthera, Abaco and Grand Bahama. Phase III will allow BTC to connect the cable internationally.

The Hon. Bradley B. Roberts, Minister of Works and Utilities, said the BDSNi will replace the existing capacity exhausts, and in some cases, manufactured discontinued and chronically failing microwave and tropo systems connecting the islands.

Minister Roberts noted that the BDSNi will allow BTC to deploy GSM cellular technology and DSL high speed Internet services in the 14 islands.

The Minister also commended TYCO International on winning the bid, and GNCI, the project management team contracted by BTC to assist with project management of both BDSNi and the Grand Bahama-Bimini Submarine Network (GBBSN).

Mr. Reno J. Brown, Executive Chairman of BTC, said the company believes constructing a domestic optical fiber network ring extending to the Southern Bahamas is economically justifiable and would ensure a more robust telecommunications network to meet the National Disaster Recovery Plan.

Mr. Brown noted that the board of directors and executive management team of BTC are convinced that further utilization of the current cable system - the Forward Tropo Scatter Microwave - is inadequate and limits BTC's ability to provide satisfactory technology services to consumers.

He said the current cable system is inadequate as the link capacity is exhausted and fails unremittingly.

Mr. Brown added that E-Commerce and E-Government will be extended to all parts of The Bahamas and local and foreign investors will be provided with an incentive to invest in the southern islands.

TYCO Telecommunications is a world leading supplier of underwater networks, a reputation built up over 100 years supplying trans-Atlantic telegraphic cables in the 1800s, trans-oceanic telephone systems in the 1950s and the first long distance optical systems in the 1980s, said Mr. Micheal Rieger, vice-president of TYCO Telecommunications

He said TYCO's state-of-the-art systems now span the Atlantic, Pacific and Indian Oceans , going well north of the Artic Circle . He said The Bahamas domestic system is the most significant domestic undersea system being constructed anywhere in the world today.

The confirmation of this system takes advantage of the unique geography of The Bahamas, connecting the major islands in a ring architecture which provides exceptional reliability against faults. The system will have enough capacity to serve current needs as well as significant future balance requirements, he said.

Mr. Rieger said that when completed, the new system will transmit over 120,000 simultaneous phone calls using a pair of fiber optic spread embedded within a cable less than one inch in diameter. The system will be upgradeable so that it could have nearly two hundred times the initial capacity using the same cable Mr. Rieger said.

The Rt. Hon. Perry G. Christie, Prime Minister and Minister of Finance, said the contract between BTC and TYCO Telecommunications is a giant step in bringing about the process leading to the equalization of national developmental opportunities.

The introduction of fiber optic network will greatly assist us not just in bringing about new opportunities for Bahamians, but also in being able to psychology uplift our peoples in giving them the very clear view that, in so far as the priority of our country is concerned, they have been placed at the very top of the line,? the Prime Minister said.

Prime Minister Christie said the installation of the new system is a ?very bold and exciting initiative? with far

reaching implications to the country's national development.

He noted that during the inauguration of his government they committed themselves to the establishment to an anchor economic development in each island.

Due to the proximity of the United States to The Bahamas we knew that we could have easily taken advantage of opportunities presenting themselves to our country in the form of new hotels and second homes, he said.

This again tells me that this is a great leap forward to both Bahamian and non- Bahamian investors, in so far as securities and potential success if their investments are concern because we are in process of delivering newer and better communication.

When the aspect of national security is observed, and no other country in this hemisphere is similar to The Bahamas, therefore the prospect of linking these islands in a comprehensive all embracing system of communication is wonderful, the Prime Minister added.

He said the new system will be exciting news for the Emerald Bay Hotel in Exuma, which has been looking for a communication system to be consistent with the five star efforts; and in Andros , where the government is negotiating a developmental proposal.

NASSAU , The Bahamas--- The Hon. Bradley B. Roberts, Minister of Works and Utilities (right), and Mr. Reno Brown, Executive Chairman of Bahamas Telecommunications Company Ltd. (centre), signing a $58.9 million contract Monday (August 2), at BTC headquarters on John F. Kennedy Drive, with Mr. Michael Rieger, vice-president of TYCO Telecommunications (left), for the installation of a fibre optic cable connecting 14 islands of The Bahamas. ((BIS Photo: Eric Rose).

Board of DirectorsAriba is fortunate to have some of the world's most gifted strategists and technology leaders as members of its board. Through their significant practical experience in

building world-class organizations, our directors provide us with an uncompromising vision and inspired leadership that will continue to drive the company's growth and success.

Robert M. Calderoni Harriet Edelman Robert D. Johnson Richard A. Kashnow Robert E. Knowling, Jr. Thomas F. Monahan Karl E. Newkirk Richard F. Wallman

Chairman and Chief Executive Officer - Robert M. Calderoni

Robert M. Calderoni is chairman and chief executive officer of Ariba, Inc., the leading spend management solutions provider. Since joining the company in 2000, Mr. Calderoni has successfully transformed Ariba from a narrowly focused e-procurement vendor to a comprehensive spend management solutions provider that companies of all sizes rely on to transform the way they do business globally.

Under Mr. Calderoni's leadership, Ariba has led the way in developing and delivering innovative solutions that combine technology, commodity expertise and services to help companies streamline the procurement process and drive bottom-line results. As the creator and leader of spend management, Ariba has procurement from a back office function to a strategic business imperative that drives savings, operational excellence and business improvements.

In early 2004, Mr. Calderoni led an aggressive acquisition strategy that significantly expanded Ariba's technology offerings, service capabilities and positioned the company as a recognized leader in its market. Under Mr. Calderoni's leadership, Ariba has secured the top Fortune 10 companies and 500 Global companies as customers. Ariba has been named to the Supply & Demand Chain Executive 100, the Manufacturing Business Technology Global 100 and is routinely identified as a top vendor by independent research firms.

With more than 20 years of experience as a Fortune 500 financial and operations executive, Mr. Calderoni has intimate knowledge of change management and a deep

understanding of how technology can optimize a corporation's spending practices. Prior to joining Ariba, Mr. Calderoni served as senior vice president of Finance and chief financial officer for Avery Dennison. Before joining Avery Dennison, Mr. Calderoni served as senior vice president of Finance and corporate controller for Apple Computer, Inc., and as chief financial officer and vice president of Finance for IBM's $8 billion Storage Systems Division. He began his career with Arthur Andersen & Company. In 2006, Mr. Calderoni was named among the 100 Most Influential People in Finance by Treasury & Risk Management Magazine.

Mr. Calderoni is a certified public accountant and holds a Bachelor of Science degree from Fordham University. He is also a member of the Board of Juniper Networks and the School of Business Advisory Council of Villanova University.

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Harriet Edelman

From 1979 to 2008, Harriet Edelman was employed at Avon Products, Inc., a leading global beauty company with over $10 billion in annual revenue. Ms. Edelman held a number of leadership roles at Avon Products throughout her career and most recently served as Senior Vice President & Chief Information Officer and, prior to that, Senior Vice President, Global Supply Chain.

Ms. Edelman also serves as a director of Brinker International, Inc., an owner, operator and franchisor of restaurants and as IT Advisor to the Chairman, New York Private Bank and Trust.

Ms. Edelman serves on the National Board of Directors of the Girls Scouts and is Vice President of the Board of the Police Athletic League of New York. Ms. Edelman holds a Bachelor degree from Bucknell University and a Master of Business Administration from Fordham University.

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Robert D. Johnson

Robert D. Johnson has been chairman of Honeywell's $10 billion aerospace business since January 2005. Previously, he was the company's president and CEO.

Mr. Johnson also has served as president and CEO of AlliedSignal Aerospace Marketing, Sales & Service. Earlier, he was president and CEO of the company, where he led the consolidation of two strategic business units into a unified organization. He joined AlliedSignal in July 1994 as vice president and general manager of Global Repair and Overhaul Operations. In 1996, he was named vice president and general manager of Aerospace Services.

Before joining AlliedSignal, Mr. Johnson was vice president and general manager of Manufacturing and Services for AAR Corporation, an aviation company. He began his career at GE Aircraft Engines in 1969 and spent 12 years in key financial management positions. In 1983, Mr. Johnson was appointed president and managing director of GE Aircraft Engines' Singapore operations. He later served as general manager of GE's global Field Service Engineering team and GE's global Engine Services business.

Mr. Johnson serves on advisory boards for Miami University of Ohio and University of Arizona, the Board of Trustees for Embry-Riddle Aeronautical University and the Arizona State University School of Business Dean's Council. He is Chairman of the Aerospace Industries Association, a Board member of the Aviation Safety Alliance, and a member of several civic organizations. He is a graduate of Miami University in Oxford, Ohio.

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Richard A. Kashnow

Richard A. Kashnowis the retired president of Tyco Ventures, a venture capital unit he established for Tyco International in 1999, following Tyco's acquisition of Raychem Corporation.

For several years before that, Dr. Kashnow served as chairman, chief executive officer, and president of Raychem, a $1.8 billion public technology company specializing in electronic components and engineered materials. Prior to Raychem, Dr. Kashnow held executive positions with Manville Corporation, where he became president of its $1 billion building products and engineered materials subsidiary, Schuller Corporation.

Dr. Kashnow began his business career as a physicist at General Electric's corporate R&D center. During his seventeen years at GE, he held technical and general management positions, including corporate technology consultant, manager of GE Aerospace's electronics laboratory, and general manager of GE Lighting's quartz and chemical products business.

Dr. Kashnow earned a BS degree in physics from Worcester Polytechnic Institute (1963) and a PhD in solid-state physics from Tufts University. He served as an officer in the U.S. Army (1968-1970).

Dr. Kashnow is also a director of ParkerVision (NASDAQ: PRKR), ActivCard (Nasdaq:ACTI) and Komag (Nasdaq:KOMG). He also serves as non-executive chairman of Komag.

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Robert E. Knowling, Jr.

Robert E. Knowling, Jr. is Chairman of Eagles Landing Partners. EL Partners specializes in helping senior management formulate strategy, lead organizational transformations, and re-engineer businesses.

Mr. Knowling served as Chief Executive Officer of Telwares, a JP Morgan Chase/One Equity Partners Private Equity owned company from 2005-2009. Telwares is a leading provider of telecommunications expense management services. Prior to joining Telwares, Mr. Knowling was Chief Executive Officer of the NYC Leadership Academy, an independent non-profit corporation that is chartered with developing the next

generation of principals in the New York City public school system. Mr. Knowling also has held executive leadership positions at SimDesk Technologies, Inc., Covad Communications, Ameritech, and U S West.

Mr. Knowling was awarded the Wall Street Project's Reginald Lewis Trailblazers Award by President Clinton and the Reverend Jesse Jackson in 1999. In presenting the award to Mr. Knowling, President Clinton commended Knowling's efforts in developing a national agenda for the spirit and mission of inclusion, opportunity, expansion, advocacy and success in the workplace for women and people of color in the high-tech industry.

In addition to his role as lead director for Ariba, Mr. Knowling also serves on the board of directors for Heidrick & Struggles International, Inc. in Chicago, Illinois; Roper Industries in Sarasota, Florida; and Aprimo, in Indianapolis, Indiana. He is also a member of the advisory board for Northwestern University's Kellogg Graduate School of Management. Mr. Knowling has been a YMCA volunteer for more than 20 years and served as chair of the National Services group for the YMCA in 1993. He maintains an active nationwide corporate and public speaking schedule.

Mr. Knowling received a Bachelor of Arts degree in theology from Wabash College and a master of business administration from Northwestern University's Kellogg Graduate School of Business.

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Dr. Thomas (Tim) F. Monahan

Dr. Thomas (Tim) F. Monahan is a professor of accounting at Villanova University and from 1996-2003 served as dean of the College of Commerce and Finance. Prior to joining Villanova's faculty in 1981, Dr. Monahan was a tenured professor at LaSalle University, and prior to that worked in the Treasurer's Department of Becton, Dickinson and Company. Dr. Monahan has won teaching awards at both LaSalle and Villanova Universities and has published research in many academic journals involving topics such as capital budgeting, integrating finance and strategy in decision making, evaluation and reward systems, improving decision models, and new models for accounting education.

Dr. Monahan has served as a consultant to more than 30 Fortune 500 companies over the past ten years in the U.S., Europe and Asia. Most recently, his clients have included Accenture, Cisco, Exelon, 3M, Philips Electronics N.V., Rockwell International and Sprint. Much of this consulting work has focused on strategic cost management and understanding cost drivers in developing an Economic Profit approach to managing a company.

In 1981, Dr. Monahan received his doctorate in accounting from Temple University. He received an MBA in Finance (1974) from Rutgers University and a bachelor's degree in Economics (1971) from Hofstra University. He is also a Certified Public Accountant.

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Karl E. Newkirk

Karl E. Newkirk is a former global managing partner of Accenture, a management consulting and technology services company. He retired from the firm and its predecessor companies, Arthur Andersen and Andersen Consulting, in December 2001 after nearly 40 years of service.

During his tenure with Accenture, Newkirk initiated and built the firm's ERP practice in 1994 and served as its global managing partner for six years. This global consulting organization grew from an initial focus on SAP into an organization with more than 5,000 employees managing ERP implementations in many of the world's largest companies, and became one of the firm's most successful and profitable lines of business. Newkirk most recently served as the first managing partner of Accenture's Microsoft Solutions Organization.

Prior to leading Accenture's ERP and Microsoft Solutions groups, Newkirk served in a variety of leadership roles with Accenture. These roles included: managing partner of the Process Industries practice in the Midwest region, where he oversaw engagements with clients in the energy, resources and chemicals industries; managing partner of the Manufacturing and Retail Practice in the Ohio region; and managing partner of the Cleveland Consulting Practice.

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Richard F. Wallman

Richard F. Wallman is senior vice president and chief financial officer of Honeywell International, Inc. Wallman joined AlliedSignal, the predecessor of Honeywell, as Senior Vice President and Chief Financial Officer in March 1995, from IBM, where he was Vice President and Controller from 1994 to 1995 and General Assistant Controller from 1993 to 1994. He had previously been with Chrysler Corporation for fourteen years, in positions of increasing responsibility. His last positions were Assistant Controller for Sales and Marketing and Assistant Corporate Controller. Born in 1951, Mr. Wallman holds a B.S. in electrical engineering from Vanderbilt University and an MBA from the University of Chicago.

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Stay connected with Ariba on Twitter, LinkedIn and Ariba Exchange. About AribaAriba, Inc. is the leading provider of collaborative business commerce solutions. Ariba combines industry-leading software as a service (SaaS) technology to optimize the complete commerce lifecycle with the world's largest web-based community to discover, connect and collaborate with a global network of trading partners and expert capabilities to augment internal resources and skills, delivering everything needed to control costs, minimize risk, improve profits and enhance cash flow and operations – all in a cloud-based environment. Whether you're buying, selling or managing cash, you can do it more efficiently and effectively in the Ariba® Commerce Cloud. Over 300,000 companies, including more than 80 percent of the Fortune 500, use Ariba's solutions to drive more efficient inter-enterprise commerce. Learn more.

UNITED STATES OF AMERICABEFORE FEDERAL TRADE COMMISSION

COMMISSIONERS: Robert Pitofsky, Chairman Sheila F. Anthony Mozelle W. Thompson Orson Swindle Thomas B. Leary

In the Matter of

Tyco International Ltd., a corporation.

Docket No. C-

DECISION AND ORDER

The Federal Trade Commission ("Commission") having initiated an investigation of the acquisition by Tyco International Ltd. ("Tyco") of Mallinckrodt Inc. ("Mallinckrodt"), and Respondent having been furnished thereafter with a copy of a draft of Complaint which the Bureau of Competition presented to the Commission for its consideration and which, if issued by the Commission, would charge Respondent with violations of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45; and

Respondent, its attorneys and counsel for the Commission having thereafter executed an Agreement Containing Consent Order ("Consent Agreement"), containing an admission by Respondent of all the jurisdictional facts set forth in the aforesaid draft of Complaint, a statement that the signing of said Consent Agreement is for settlement purposes only and does not constitute an admission by Respondent that the law has been violated as alleged in such Complaint, or that the facts as alleged in such Complaint, other than jurisdictional facts, are true, and waivers and other provisions as required by the Commission's Rules; and

The Commission having thereafter considered the matter and having determined that it has reason to believe that Respondent has violated the said Acts and that a Complaint should issue stating its charges in that respect, and having accepted the executed Consent Agreement and placed such Consent Agreement on the public record for a period of thirty (30) days for the receipt and consideration of public comments, now in further conformity with the procedure described in Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission hereby issues its Complaint, makes the following jurisdictional findings and issues the following Decision and Order ("Order"):

1. Respondent Tyco International Ltd. is a corporation organized, existing and doing business under and by virtue of the laws of Bermuda with its office and principal place of business located at The Zurich Center, Second Floor, 90 Pitts Bay Road, Pembroke HM08, Bermuda. Tyco's principal operating subsidiary in the United States is located at One Tyco Park, Exeter, New Hampshire 03833.

  2. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding and of Respondent and the proceeding is in the public interest.

ORDER

I.

IT IS ORDERED that, as used in this order, the following definitions shall apply:

A. "Tyco" means Tyco International Ltd., its directors, officers, employees, agents and representatives, successors, and assigns; its joint ventures, subsidiaries, divisions, groups and affiliates controlled by Tyco International Ltd., and the respective directors, officers, employees, agents, representatives, successors, and assigns of each.   B. "Mallinckrodt" means Mallinckrodt Inc., its directors, officers, employees, agents and representatives, successors, and assigns; its joint ventures, subsidiaries, divisions, groups and affiliates controlled by Mallinckrodt Inc, and the respective directors, officers, employees, agents, representatives, successors, and assigns of each.   C. "Respondent" means Tyco.   D. "Hudson/RCI" means Hudson Respiratory Care, Inc, a corporation organized, existing and doing business under and by virtue of the laws of the State of California, with its office and principal place of business located at 27711 Diaz Road, P.O. Box 9020, Temecula, California, 92589.   E. "Commission" means the Federal Trade Commission.   F. "Acquirer" means Hudson/RCI or the entity approved by the Commission to acquire the Assets To Be Divested pursuant to this order.   G. "Acquisition" means the proposed acquisition by Tyco of Mallinckrodt pursuant to the Agreement and Plan of Merger By and Among Tyco Acquisition Corp. VI (NV), EVM Merger Corp. and Mallinckrodt Inc. Including Guarantee of Tyco International Ltd., dated June 28, 2000.   H. "Argyle Facility" means the facility located at Route 40, Argyle, New York in which Respondent manufactures the Sheridan Product Line.   I. "Assets to Be Divested" means all of Tyco's assets (excluding receivables) as of the date the Consent Agreement is signed by Respondent, relating to the research, development, manufacture, marketing or sale of the Sheridan Product Line, including, but not limited to, the following assets: 1. all assets included in the Divestiture Agreement;   2. all machinery, fixtures, equipment, vehicles, transportation facilities, furniture, tools and other tangible personal property;  

3. a lease for the Argyle Facility together with appurtenances, licenses and permits;   4. trade names, trademarks, brand names, formulations, contractual rights, Patents, trade secrets, technology, know-how, inventions, specifications, designs, drawings, processes, production information, manufacturing information, testing and quality control data, research materials, technical information, marketing and distribution information, customer lists, vendor lists, catalogs, sales promotion literature, advertising materials, software, information stored on management information systems, (and specifications sufficient for the Acquirer to use such information) and all data, contractual rights, materials and information regarding Regulatory Approvals relating to the Sheridan Product Line;   5. inventory and storage capacity;   6. all rights under warranties and guarantees, express or implied;   7. all books, records, and files; and   8. all items of prepaid expense.   J. "Cost" means direct cash cost of labor.   K. "Curity Endotracheal Tubes" means Tyco's Endotracheal Tube products marketed under the Curity® brand, manufactured in Thailand, and sold exclusively outside the United States.   L. "Divestiture Agreement" means the Asset Purchase Agreement dated September 18, 2000, by and between Tyco Healthcare Group LP and Hudson RCI and all exhibits thereof, incorporated by reference into this order and made a part hereof as Confidential Appendix I, regardless of whether the purchase and sale of assets contemplated by such agreement is consummated.   M. "Divestiture Trustee" means the trustee appointed pursuant to Paragraph IV. of this Order.   N. "Endotracheal Tube" means a device inserted into the trachea via the nose or mouth and used to maintain an open airway and to administer anesthesia or oxygen, and any related accessories attached to the device to accomplish those ends.   O. "FDA" means the United States Food and Drug Administration.   P. "GPO Customer" means a group purchasing organization that negotiates contracts with suppliers of goods or services on behalf of members or customers of the organization.   Q. "GPO Customer Contract" means any contract between any GPO Customer and Respondent relating to Endotracheal Tubes existing as of the date this Order is placed on the public record, excluding any contract between any GPO Customer and Mallinckrodt existing as of the date this Order is placed on the public record.   R. "Key Employees" means the key employees listed in Confidential Appendix II.

  S. "Non-Public Acquirer Information" means any information obtained by Respondent relating to the Sheridan Product Line and any information obtained by Respondent while providing assistance to the Acquirer as required by Paragraph III. of this Order. Non-Public Acquirer Information shall not include information already in the public domain and information that subsequently falls within the public domain through no violation of this Order by Respondent.   T. "Patents" means: (1) all patents and patent rights, patent applications, patents of addition, re-examinations, reissues, extensions, granted supplementary protection certificates, substitutions, confirmations, registrations, revalidations, revisions, additions and the like, of or to said patent and patent rights and any and all continuations and continuations-in part and divisionals relating exclusively to the Sheridan Product Line; and (2)(a) exclusive licenses to use all other patents and patent rights, patent applications, patents of addition, re-examinations, reissues, extensions, granted supplementary protection certificates, substitutions, confirmations, registrations, revalidations, revisions, additions and the like, of or to said patent and patent rights and any and all continuations and continuations-in part and divisionals relating in any way to the Sheridan Product Line used for the manufacture, sale, research, development, or distribution of Endotracheal Tubes; and (b) non-exclusive licenses to such other patents and patent rights, patent applications, patents of addition, re-examinations, reissues, extensions, granted supplementary protection certificates, substitutions, confirmations, registrations, revalidations, revisions, additions and the like, of or to said patent and patent rights and any and all continuations and continuations-in part and divisionals relating in any way to the Sheridan Product Line.   U. "Regulatory Approvals" means approval by the FDA and any other governmental or regulatory approvals held by Tyco for the Sheridan Product Line as of the date of the Acquisition.   V. "Sheridan Earnout Review" means the receipt, review or auditing of any Non-Public Acquirer Information for the purposes of making payments pursuant to the asset purchase agreement between Tyco (as the successor-in-interest to The Kendall Company), Sheridan Catheter Corp. and David Sheridan, dated September 23, 1994.   W. "Sheridan Product Line" means all of Tyco's Endotracheal Tubes as of the date this Order is placed on the public record, excluding Tyco's Curity Endotracheal Tubes.   X. "Sheridan Sales Employees" means any individuals who have participated in the marketing, sales or promotion of the Sheridan Product Line within twelve (12) months of the date the Consent Agreement is signed by Respondent.   Y. "Third-Party Consents" means all consents, waivers and approvals from any person, private or public, that are necessary to effect the complete transfer to the Acquirer of the Assets To Be Divested pursuant to this Order and enable the Acquirer to manufacture and sell the Sheridan Product Line.   Z. "Transitional Services" means any services or assistance provided by Respondent to enable or facilitate the transfer of the Assets To Be Divested to the Acquirer, including, but not limited to, all services identified in the Transition Services Agreement.  

AA. "Transition Services Agreement" means the Transition Services Agreement entered into by and between Tyco and Hudson RCI, attached as Exhibit E to the Divestiture Agreement.

II.

IT IS FURTHER ORDERED that:

A. Respondent shall divest the Assets To Be Divested to Hudson/RCI pursuant to and in accordance with the Divestiture Agreement (which agreement shall not vary from or contradict or be construed to vary from or contradict the terms of this Order). The divestiture shall be made no later than ten days after Respondent consummates the Acquisition. Failure to comply with the Divestiture Agreement shall constitute a failure to comply with this Order; provided, however, that if Respondent has divested the Assets To Be Divested to Hudson/RCI prior to the date the Order becomes final, and if, at the time the Commission determines to make the Order final, the Commission notifies Respondent that Hudson/RCI is not an acceptable acquirer or that the Divestiture Agreement is not an acceptable manner of divestiture, then Respondent shall immediately rescind the transaction with Hudson/RCI and shall divest the Assets To Be Divested within six (6) months of the date the Order becomes final. Respondent shall divest the Assets To Be Divested only to an Acquirer(s) that receives the prior approval of the Commission and only in a manner that receives the prior approval of the Commission.   B. Respondent shall obtain all Third-Party Consents prior to the closing of the divestiture required by Paragraph II.A; provided, however, that Respondent need not obtain novations of supply contracts with the Veterans Administration and the Department of Defense prior to the closing of the divestiture; provided further, however, that Respondent shall provide the Acquirer any assistance necessary to obtain such novations.   C. If the Assets To Be Divested are divested to an Acquirer other than Hudson/RCI, Respondent shall comply with all the terms of the resulting agreement with the Acquirer and such agreement shall be deemed incorporated by reference into this Order. Any failure by Respondent to comply with the terms of such agreement(s) shall constitute a failure to comply with this Order.   D. The purpose of the divestiture of the Assets To Be Divested is to ensure the continued use of the assets in the same business in which they were engaged at the time of the announcement of the proposed Acquisition and to remedy the lessening of competition resulting from the Acquisition as alleged in the Commission's Complaint.

III.

IT IS FURTHER ORDERED that:

A. No later than ten (10) days prior to the divestiture, Respondent shall provide the Acquirer with a complete list of all non-clerical, salaried employees of Tyco who are engaged, or have been engaged, in the research, development, or manufacture of the Sheridan Product Line at any time during the period from June 28, 2000 until the date of the divestiture. The list shall state each individuals' name, position or positions held from June 28, 2000 until the date of the divestiture, address, telephone

number, and a description of the duties and work performed by the individual in connection with the Sheridan Product Line. Respondent shall provide the Acquirer the opportunity to enter into employment contracts with such individuals, provided that such contracts are contingent upon the Commission's approval of the divestiture.   B. Respondent shall provide the Acquirer with an opportunity to inspect, at any time, the personnel files and other documentation relating to the individuals identified pursuant to Paragraph III.A. of this order to the extent permissible under applicable laws, at the request of the Acquirer any time after the execution of the agreement between Acquirer and Respondent.   C. Respondent shall not enforce any confidentiality or non-compete restrictions relating to the Assets To Be Divested that apply to any employee identified pursuant to Paragraph III.A. who accepts employment with the Acquirer that would interfere with the Acquirer's ability to interview or hire any employee identified pursuant to Paragraph III.A.   D. Respondent shall provide all employees identified pursuant to Paragraph III.A. with financial incentives to continue in their positions until the date the divestiture is accomplished. Such incentives shall include a continuation of all employee benefits offered by Tyco until the date the divestiture of the Assets to Be Divested is accomplished, including regularly scheduled raises and bonuses, and a vesting of all pension benefits (as permitted by law). In addition, Respondent shall provide Key Employees incentives to accept employment with the Acquirer at the time of the divestiture. Such incentives shall include a bonus for each Key Employee, equal to 10% of the employee's current annual salary and commissions (including any annual bonuses) as of the date this Order is accepted by the Commission for public comment ("Stay On Bonus"), who accepts an offer of employment on or prior to the date the divestiture is accomplished from the Acquirer and remains employed by the Acquirer for a period of one (1) year, payable by Respondent one (1) year after the commencement of the employee's employment by the Acquirer.   E. For a period of one year following the date the divestiture is accomplished, Tyco shall not, directly or indirectly, solicit or otherwise attempt to induce any employees to terminate their employment relationship with the Acquirer; provided, however, it shall not be deemed to be a violation of this provision if: (i) Tyco advertises for employment opportunities in newspapers, trade publications or other media not targeted specifically at the employees, or (ii) Tyco hires employees who apply for employment with Tyco, as long as such employees were not solicited by Tyco in violation of this Paragraph III E. During the one-year period following the divestiture, Tyco shall not, directly or indirectly, hire or enter into any arrangement for the services of any employees employed by the Acquirer, unless the individual's employment has been terminated by the Acquirer.   F. Respondent shall not transfer, without the consent of the Acquirer, any of the individuals identified in Paragraph III.A. of this Order to any other position until the divestiture is accomplished.   G. For the period beginning on the date the Divestiture Agreement is signed by Respondent and ending two years following the divestiture required by Paragraph II. of this Order ("Extended Restricted Period"), Respondent shall not:  

1. solicit, induce or attempt to induce any GPO Customer to terminate or modify any GPO Customer Contract or, in the case of any GPO Customer Contract which by its terms expires or terminates within two (2) years of the date this Consent Agreement is signed by Respondent, solicit, induce or attempt to induce the GPO Customer which is a party to such GPO Customer Contract to not renew such GPO Customer Contract; or   2. solicit, induce, or attempt to induce any GPO Customer to transfer to Respondent any business that is subject to any GPO Customer Contract during the term of such GPO Customer Contract.   Nothing in this paragraph shall prevent Respondent from responding to an unsolicited invitation to bid on a contract from any GPO Customer during the Extended Restricted Period.   H. Respondent shall, at the request of the Acquirer, at Cost to the Acquirer, provide: (a) for a period not to exceed six months after the divestiture is accomplished, such Transitional Services as are necessary to enable the Acquirer to manufacture and distribute the Sheridan Product Line in substantially the same manner and quality employed or achieved by Respondent; and (b) until all necessary government approvals have been obtained, such assistance, personnel and training as are reasonably necessary to enable the Acquirer to obtain any necessary governmental approvals to manufacture the Sheridan Product Line and sell the Sheridan Product Line in each of the locations in which Respondent currently sells the Sheridan Product Line.   I. Respondent shall not provide, disclose or otherwise make available to any of its employees not involved in providing Transitional Services or Sheridan Earnout Review any Non-Public Acquirer Information, nor shall Respondent use any Non-Public Acquirer Information obtained or derived by Respondent in its capacity as provider of assistance pursuant to Paragraph III.H. or through Sheridan Earnout Review, except for the sole purpose of providing assistance pursuant to Paragraph III.H. or engaging in Sheridan Earnout Review. Respondent shall cause each individual involved in providing assistance pursuant to Paragraph III.H. and Sheridan Earnout Review and having access to Non-Public Acquirer Information to sign a statement that the individual will maintain the confidentiality of any Non-Public Acquirer Information as required by the terms and conditions of this Paragraph. No such individuals shall be involved in any way in the management, sales, marketing, or financial operations of the competing products of Respondent.   J. Respondent shall not utilize any Sheridan Sales Employees to market, sell or promote Endotracheal Tube products to any customer in North America, European Union countries, or Japan for a period of one year beginning on the date the divestiture is accomplished.   K. Pending divestiture of the Assets To Be Divested, Respondent shall take such actions as are necessary to maintain the viability, marketability and competitiveness of the Assets To Be Divested, and to prevent the destruction, removal, wasting, deterioration or impairment of the Assets To Be Divested except for ordinary wear and tear.   L. During the period in which the Acquirer operates the Assets To Be Divested in the Argyle Facility, Respondent shall maintain the Argyle Facility in accordance with past practice (including regular repair and maintenance efforts) and shall use its best efforts to preserve existing relationships with suppliers, employees and others related to maintaining the entire Argyle Facility.

IV.

IT IS FURTHER ORDERED that:

A. If Respondent has not divested, absolutely and in good faith and with the Commission's prior approval, the Assets To Be Divested within the time required by Paragraph II. of this order, the Commission may appoint a trustee to divest the Assets To Be Divested.   B. In the event that the Commission brings an action pursuant to Section 5(l) of the Federal Trade Commission Act, 15 U.S.C. § 45(l), or any other statute enforced by the Commission, Respondent shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission from seeking civil penalties or any other relief available to it, including a court-appointed trustee, pursuant to Section 5(l) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by the Respondent to comply with this order. C. If a trustee is appointed by the Commission or a court pursuant to Paragraph IV.A. of this order, Respondent shall consent to the following terms and conditions regarding the trustee's powers, duties, authority, and responsibilities:

  1. The Commission shall select the trustee, subject to the consent of Respondent, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondent has not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after receipt of notice by the staff of the Commission to Respondent of the identity of any proposed trustee, Respondent shall be deemed to have consented to the selection of the proposed trustee.   2. Subject to the prior approval of the Commission, the trustee shall have the exclusive power and authority to divest the Assets To Be Divested.   3. Within ten (10) days after appointment of the trustee, Respondent shall execute a trust agreement that, subject to the prior approval of the Commission and, in the case of a court-appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect the divestiture required by this order.   4. The trustee shall have twelve (12) months from the date the Commission or court approves the trust agreement described in Paragraph IV.C.3. to accomplish the divestiture, which shall be subject to the prior approval of the Commission. If, however, at the end of the twelve-month period, the trustee has submitted a plan of divestiture or believes that divestiture can be achieved within a reasonable time, the divestiture period may be extended by the Commission, or, in the case of a court-appointed trustee, by the court; provided, however, the Commission may extend the period for no more than two (2) additional periods.   5. The trustee shall have full and complete access to the personnel, books, records, and facilities related to the Assets To Be Divested or to any other relevant information as the trustee may request. Respondent shall develop such financial or other information as the trustee may reasonably request and shall cooperate with the trustee. Respondent shall take no action to interfere with or impede the

trustee's accomplishment of the divestiture. Any delays in divestiture caused by Respondent shall extend the time for divestiture under this Paragraph in an amount equal to the delay, as determined by the Commission or, for a court-appointed trustee, by the court. 6. The trustee shall use his or her best efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to Respondent's absolute and unconditional obligation to divest expeditiously at no minimum price. The divestiture shall be made in a manner that receives the prior approval of the Commission and to an Acquirer that receives the prior approval of the Commission; provided, however, if the trustee receives bona fide offers for the Assets To Be Divested from more than one acquiring entity, and if the Commission determines to approve more than one such acquiring entity, the trustee shall divest such assets to the acquiring entity or entities selected by Respondent from among those approved by the Commission; provided further, however, that Respondent shall select such entity within five (5) days of receiving notification of the Commission's approval.   7. The trustee shall serve, without bond or other security, at the cost and expense of Respondent, on such reasonable and customary terms and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at the cost and expense of Respondent, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are necessary to carry out the trustee's duties and responsibilities. The trustee shall account for all monies derived from the divestiture and all expenses incurred. After approval by the Commission and, in the case of a court-appointed trustee, by the court, of the account of the trustee, including fees for his or her services, all remaining monies shall be paid at the direction of Respondent, and the trustee's power shall be terminated. The trustee's compensation shall be based at least in significant part on a commission arrangement contingent on the trustee's divesting the Assets To Be Divested.   8. Respondent shall indemnify the trustee and hold the trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the trustee's duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for or defense of any claims whether or not resulting in any liability, except to the extent that such liabilities, losses, damages, claims, or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the trustee.   9. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be appointed in the same manner as provided in Paragraph IV.A. of this order. 10. The Commission or, in the case of a court-appointed trustee, the court may on its own initiative or at the request of the trustee issue such additional orders or directions as may be necessary or appropriate to accomplish the divestiture required by this order. 11. In the event that the trustee determines that he or she is unable to divest the Assets To Be Divested in a manner consistent with the Commission's purpose as described in Paragraph II., the trustee may divest assets similar and corresponding to the Assets To Be Divested of Respondent as necessary to achieve the remedial purposes of this order.   12. The trustee shall have no obligation or authority to operate or maintain the Assets To Be Divested.  

13. The trustee shall report in writing to Respondent and the Commission every sixty (60) days concerning the trustee's efforts to accomplish the divestiture required by this order.

V.

IT IS FURTHER ORDERED that:

A. After the date this Order becomes final, the Commission may appoint a monitor trustee to assure that Respondent fully performs its responsibilities in a timely manner as required by this Order.   B. If a monitor trustee is appointed by the Commission, Respondent shall consent to the following terms and conditions regarding the monitor trustee's powers, duties, authority and responsibilities:   1. The Commission shall select the monitor trustee, the identity of the monitor trustee being subject to the consent of Respondent, which consent shall not be unreasonably withheld. If Respondent has not opposed, in writing, including the reasons for opposing, the selection of any proposed Monitor trustee within ten (10) days after notice by the staff of the Commission to Respondent of the identity of the proposed monitor trustee, Respondent shall be deemed to have consented to the selection of the proposed monitor trustee.   2. Within ten (10) days after appointment of the monitor trustee, Respondent shall execute a trust agreement, subject to the prior approval of the Commission, that authorizes and permits the monitor trustee to perform the duties set forth in this Order.   3. The monitor trustee shall have the power and authority to monitor Respondent's compliance with the terms of this Order and shall exercise such power and authority and carry out the duties and responsibilities of the monitor trustee in a manner consistent with the purposes of this Order and in consultation with the Commission.   4. The monitor trustee shall prepare a written report and recommendation, if appropriate, with respect to Respondent's compliance with this Order.   5. The monitor trustee shall maintain the confidentiality of all confidential or proprietary information of Respondent and Acquirer, except that the monitor trustee may disclose to the Commission any confidential and proprietary information when reporting to the Commission on any matter bearing on compliance with the trust agreement and Order or bearing on the monitor trustee's performance of his or her duties.   6. The monitor trustee shall serve pursuant to the trust agreement from the time it is approved by the Commission for the term of the trust agreement.   7. Respondent shall give the monitor trustee full and complete access to the personnel, facilities, computers, books, and records related to the performance of his or her duties under this Order. The monitor trustee shall attempt to schedule any access or requests for information in such a manner as will not unreasonably interfere with Respondent's operations.  

8. The monitor trustee shall serve, without bond or other security, at the expense of Respondent, on such reasonable and customary terms and conditions as the Commission may set. The monitor trustee shall have authority to employ, at the expense of Respondent, such consultants, accountants, attorneys and other representatives and assistants as are reasonably necessary to carry out the monitor trustee's duties and responsibilities. The monitor trustee shall account for all expenses incurred, including fees for his or her services, subject to the approval of the Commission.   9. Respondent shall indemnify the monitor trustee and hold the monitor trustee harmless against any losses, claims, damages, liabilities or expenses arising out of, or in connection with, the performance of the monitor trustee's duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for, or defense of, any claim whether or not resulting in any liability, except to the extent that such losses, claims, damages, liabilities, or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the monitor trustee.   10. The Commission may on its own initiative or at the request of the monitor trustee issue such additional orders or directions as may be necessary or appropriate to assure compliance with the requirements of this Order.   11. The monitor trustee may recover his or her costs of collection, including reasonable attorneys fees, if Respondent fails to pay compensation pursuant to Paragraph V.B.8. herein.   12. If at any time the Commission determines that the monitor trustee ceases to act or fails to act diligently, or is unwilling to serve, a substitute monitor trustee may be appointed by the Commission in the same manner as provided in this Paragraph.

VI.

IT IS FURTHER ORDERED that within thirty (30) days after the date this Order becomes final and every sixty (60) days thereafter until Respondent has fully complied with the provisions of Paragraphs II. through IV., excluding Paragraph III.L. of this Order, Respondent shall submit to the Commission a verified written report setting forth in detail the manner and form in which it intends to comply, is complying, and has complied with Paragraphs II. through IV. of this Order. Respondent shall include in its compliance reports, among other things that are required from time to time, a full description of the efforts being made to comply with Paragraphs II. through IV. of the Order, including a description of all substantive contacts or negotiations relating to the divestiture and the approval. Respondent shall include in its compliance reports copies, other than of privileged materials, of all written communications to and from such parties, all internal memoranda, and all reports and recommendations concerning the divestiture and approval. The final compliance report required by this Paragraph VI. shall include a statement that the divestiture has been accomplished in the manner approved by the Commission and shall include the date the divestiture was accomplished.

VII.

IT IS FURTHER ORDERED that Respondent shall notify the Commission at least thirty (30) days prior to any proposed change in the Respondent, such as dissolution, assignment, sale resulting in the emergence of a

successor corporation, or the creation or dissolution of subsidiaries or any other change that may affect compliance obligations arising out of this Order in the corporation.

VIII.

IT IS FURTHER ORDERED that, for the purpose of determining or securing compliance with this Order, and subject to any legally recognized privilege, and upon written request with reasonable notice to Respondent, Respondent shall permit any duly authorized representative of the Commission:

A. Access, during office hours and in the presence of counsel to all facilities and access to inspect and copy all non-privileged books, ledgers, accounts, correspondence, memoranda and other records and documents in the possession or under the control of Respondent relating to any matter contained in this Order; and   B. Upon five (5) days' notice to Respondent and without restraint or interference from it, to interview officers, directors, or employees of Respondent, who may have counsel present, regarding any such matters.

By the Commission

Donald S. ClarkSecretary

SEAL

Columbus Networks Scales Network with Juniper T1600 Core Routers

SUNNYVALE, Calif., February 9, 2009—Juniper Networks, Inc. (NASDAQ: JNPR), the leader in high-performance networking, today announced that Columbus Networks, a leading wholesale service provider connecting the Americas, has increased its network capacity, improved energy efficiency, and moreover, substantially improved its ability to meet the growing needs of its customers with the recent deployment of Juniper Networks T1600 core routers.

Columbus Networks has deployed the T1600—the industry's highest capacity, most energy efficient, single-chassis core router—at the heart of its various subsea networks including ARCOS, CFX-1, ECLink, which combined interconnect the United States and 20 countries in Pan-Caribbean Americas region. Columbus had previously deployed Juniper Networks M320 routers in the core with MX-series throughout the edge of the network. With the new T1600s, Columbus has increased the capacity of its core network by a factor of three to support increased bandwidth demand, while facilitating the introduction of innovative new services.

"IP traffic on our network is growing at an annual rate of 100%, which made it evident that we required a very high-performance core router capable of scaling rapidly to meet growing demands, and changing service requirements," said Peter Collins, chief technology officer, Columbus Networks. "With Juniper's T1600, we have built the region's most advanced high-capacity network that meets our current and future scalability requirements, while also delivering the flexibility that enables us to rapidly introduce new, revenue generating services."

The T1600 multi-terabit core router enables service providers to increase network capacity in line with escalating service demands without adding incremental systems to the network. As the industry's highest-capacity, most energy efficient single-chassis core router, the T1600 enables service providers to monetize their networks by speeding new service deployment, delivering a superior end-user experience and maximizing existing T-series investments.

Purpose-built for the most demanding carrier applications, the MX-series establishes a new industry standard for carrier Ethernet capacity, density, and performance. The MX-series reduces costs, enables more revenue per platform and can scale to protect customers' investments.

Juniper Networks M-, MX- and T-series routers run on JUNOS software, a single source operating system that enables consistent operations, unparalleled network scale, superior interoperability and increased service flexibility.

"Columbus Networks serves an area that is experiencing some of the world's most rapid growth in terms broadband traffic and penetration, which is increasing the demand for its network to deliver scalability, performance and efficiency," said Opher Kahane, senior vice president and general manager, High-End Systems Business Unit, Juniper Networks. "The T1600 gives them the scalability they require today, and because it's architected for multi-chassis support, ensures Columbus can continue to scale to meet future demands, enabling them to extract maximum value from their network assets."

About Columbus Networks

Columbus Networks is a wholesale communications service provider that offers advanced, high-speed bandwidth capacity to telecommunications companies and Internet Service Providers. Columbus Networks is the 94 percent owner and principal operator of the Americas Region Caribbean Optical-ring System (ARCOS). With more than 14,000 kilometers of undersea fiber-optic cable, including its affiliate companies, Caribbean Crossing (The Bahamas) and Fibralink (Jamaica), Columbus Networks is the largest subsea transport company connecting the United States, Mexico, Central America, South America and the Caribbean. Columbus Networks is an affiliate of Columbus Communications, both of which are wholly owned subsidiaries of Columbus International Inc. The company's website is www.columbus-networks.com. Telephone: 1-786-274-7400.

About Juniper Networks

Juniper Networks, Inc. is the leader in high-performance networking. Juniper offers a high-performance network infrastructure that creates a responsive and trusted environment for accelerating the deployment of services and applications over a single network. This fuels high-performance businesses. Additional information can be found at www.juniper.net.

Juniper Networks, JUNOS and the Juniper Networks logo are registered trademarks of Juniper Networks, Inc. in the United States and other countries. JUNOS is a trademark of Juniper Networks, Inc. All other trademarks, service marks, registered trademarks, or registered service marks are the property of their respective owners.