FROM :
FUJ00058511
FUJ00058511
FAX NO. : @1 Mar. 2008 12:28PM P1
LONDON + BRISTOL, = MANCHESTER + LERDS + GLASCOW + RRUSSELS = DURLIN + 1ONG.KONG © GEAAGZIIOL * SINGAPORE MASONS
FAX
March 2000
~~
Our refercinoe TO
RAM/MXB
GNTHEHNCLONCORRESWEEKIUMI3004.D0C:
FILE NUMBER O1-101053,
NOTE: This fax tancmiscion is confidential and intended for the addressee only. It may contain
privileged.and confidential information. If you are not the person or organisation to whem it
ig addressed, you:must not copy, distribute, or take any action In reliance upon it. if you
have received this fax in error. please notify us immediately by telephone orfax and return it
to us In the post. We will reimburse your expenses.
To Tony Oppenheim FROM Myles Blewett
ComPANY ICL Pathway FAX NUMBER
SuBIECT ICL Pathway
Number of pages (including this page) 3
1 attach a copy of a letter we received from Slaughter & May yesterday
concerning access to audit information, transaction times and statistical
rounding. We will need to reply to this lcttcr, but 1 do not intend to do so
before we Have had the opportunity to discuss and consider Pathway’s position
in relation tothe audit and transaction time issues, including review of recent
documents and correspondence which-are relevant.
Please telephone me when.convénient to discuss progress and the-way forward
will bein meetings‘this afternoon).
Regards,
Myles Blewett
uilues
Solicitors
A Faivy Coudeitiageais
30 ATLESHUERY STREEL
LONDON ECLR GER
=) GRO
Da 3815
EMAIL inf
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FUJ00058511
FUJ00058511
FROM :
FAX. NO. @1 Mar. 2088 12:21PM P2
SLAUGHTER AND MAY
YRis PACHIMILE 18. CONFIDENTIAL AMD HAT COMVAIH LE
an AT FAY Be UWtaweun F
ou To RE, 08 OTHGQWITE USE THE INfoanation
TEMEPHOM@O® Fam Us IemsotATELY,
FAX TRANSMISSION
Date 29th February, 2000 Total pages (inc. this) 2
Our reference IRT/RAC I Writer's telephone
From Robert Chaplin
95110 FB29 16:30.
To Iain Monaghan, Masons, London Receiving'fax number’ I GRO
Dear lain, 1.
‘ Outstanding matters
The purpose of chis 'fax is co deal with three of che matters which are currently outstanding
between our: clients. Each matter, relates to the interpretation of the provisions of the
Codified Agreement.
In all three cases, the interpretation of the contract is. clear (buc is disputed by Pathway). To
avoid these matters running on for an extended period of time, we think that it would be
sensible to settle the legal interpretation of the contract on these points along the following
lines:(independently of any commercial concerns the parties-may have). Once this has been
done, our client will be able to considera commercial renegotiation, of the contract on these ’
points.
1. Access to audit information
The words “any third party”in clause 801.3 relate to anyone except POCL and Pathway.
There are a number of arguments which can be based on other provisions.of the Codified
Agreement which support this position. However, it is-not necessary to have reference to
these as this interpretation is obvious.
2 Transaction times
Again, the point here.is clear,’ Paragraph. 2.4 of Schedule FO8 states that “Within EPOSS there
shall be a number of different transaction types (e.g. relating to different POCL Products) for
which the Contracted Transaction Time may differ. The table below shall be used to record
the different Transaction Times.”
itis clear from these Words that each one of the transaction times is to be treated
individually. The table under heading 3, in the minimum acceptable column, goes on to
require that all the rransactions in the table under paragraph 2.4 opérate within the times
specified, making the times for each transaction type individually binding.
Our clients are preparing:a joint position paper where the factual background to this point is
being set out and the parties’ respective positions are also.described. 1 suggest that they
Alist of the pistners and dheir professional qualifications is available for inspection at the above addriis,
‘The partners arc either tolichors of registered foreign lawyers,
1 YOU DO MOY SECHIVE ALL TUE PAODS, PLEASE TELEPHONE
gmt number CAD03678667
. 2/700 ANVAY Z2G:9T 90/20/82 6RZO OOS/, 0210) bb
FU.
FAX ND. :
SLAUGHTER AND MAY
€A003678663 2 29th February,
continue to praduee this paper independently of the discussion that we are having. If we can
resolve this matter this will.remove the need for this paper to be:progressed.
Lam informed that.similar transaction time problenis are occurring in.a number of instances
in relation to OBCS and APS. The same argument applies.
3. Statistical rounding
As you are aware, Pathway have advanced arguments to suggest that throughout the contracc
where a percentage is expressed without a decimal point after it (for example 100 per cent.
rather than 100.0 per cent:) as a benchmark for a service level, that Pathway can round up
from a number which is less rhan this integer but which is greater than the preceding integer.
Weare unable:to sée any foundation for. this argument - if:a number is less than the target,
the target has simply not been mer and this'result cannot be achieved through an adjustment
of the statistic.
1 look forward to hearing from you.
With kind regards.
Yours sincerely,
Robert Chaplin
21700 ANVAY Ze: RZ
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