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[SATMEX LOGO] EXHIBIT 10.5
INTERIM AGREEMENT
The purpose of this Interim Agreement, dated September 1st, 1999, is to set the
terms and conditions of a temporary signal conduction via satellite service,
which shall enter into "Contract number 266-I for Rendering of the International
Service of Signal Conduction via Satellite through the Mexican Satellite System
("Sistema de Satelites Mexicanos"), entered into by and between American
Multiplexer ("AM") and Satelites Mexicanos S.A. de C.V. ("SATMEX").
"AMC" AND "SATMEX" hereby undertake to execute "Contract number 266-I for
Rendering of the International Service of Signal Conduction via Satellite
through the Mexican Satellite System ("Sistema de Satelites Mexicanos")
(hereinafter the "Contract"), for services beginning September 1st, 1999, within
thirty (30) days under the following conditions:
1. The parties agree to subscribe the Contract for 00 XXx xxxxxxxx, xx "Xx0"
band, on SATMEX 5 satellite, according to the schedule stipulated in point
3 below, with the understanding that the other technical, commercial and
legal specifications shall be stipulated in the Contract. Said Contract
will be signed no later than 30 calendar days from the date of signing of
this Interim Agreement, and will be based on mutually agreed terms and
conditions. If mutual agreement on the terms and conditions are not
reached within thirty days, contract will become null and void.
2. The term of the contract shall be five (5) years, counted from January
1st, 2000 (date on which the second transponder shall be taken).
3. "AMC" shall pay "SATMEX" for the service subject matter of the Contract,
the total amount of USD$19,059,600.00 (nineteen million fifty-nine
thousand six hundred 00/100 U.S. Dollars), according to the following
monthly payment schedule:
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BANDWIDTH (MHz) EIRP $US/MONTH $US/MHz
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From September 1st 1st transponder (36 MHz) Nominal $155,400.00 $4,316.66
1999, to December
31st, 1999
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From January 1st, 1st and 2nd transponders Nominal $307,300.00 $4,268.05
2000, to December (72 MHz)
31st, 2005
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The above committed transponders will be reserved for "AMC" on the same
polarization.
During October and November, 1999, "AMC" will have one 24 MHz carrier in a
"Ku1" transponder and one 12 MHz carrier (Beta) in another "Ku1"
transponder. Both carriers must use their nominal EIRP.
4. "AMC" shall guarantee "SATMEX" fulfillment of its obligations for an
amount of USD$310,800.00, equivalent to two (2) monthly payments for the
first transponder.
This guarantee can be provided in the form of a cash deposit or
irrevocable standby Letter of Credit. In case of a standby Letter of
Credit, it must be issued by or confirmed by Citibank, New York.
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CLIENT'S INITIALS
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The guarantee shall be due and payable to "SATMEX" upon the signing of the
formal Contract and valid through March 31st, 2005.
5. "AMC" must pay for service on or before the 15th day of each month for
which service is rendered, and by wire transfer to SATMEX bank account as
follows:
Beneficiary: Satelites Mexicanos, S.A. de C.V.
Citibank N.A., 000 Xxxx Xxxxxx, 00xx xxxxx, 00000, Xxx Xxxx
Account No.: 00000000
ABA No.: 000000000
6. "SATMEX" will extend validity of the proposal dated August 25th, 1999, for
a third, fourth and fifth additional transponder until November 15th,
1999. During this period, "SATMEX" will not reserve this capacity. The
capacity is subject to availability.
PROPOSAL: RAMP-UP SCHEDULE:
Transponder 3 Start 6/1/00: US$148,400
Transponder 4 Start 9/1/00: US$145,040
Transponder 5 Start 12/1/00: US$141,600
PROPOSAL GENERAL TERMS AND CONDITIONS:
A) It is required 60 days advance written notice confirming the start of
transponders 3, 4 and 5.
B) If transponders 3, 4 and 5 are not taken until such date, then a
penalty equal to five months per transponder will apply.
C) "AMC" must take all five transponders no longer than 12/31/00.
7. "AMC" will integrate space segment capacity into telecom solutions for
third parties within the international markets.
8. "AMC" may cancel the Contract or a part thereof, notifying this to
"SATMEX", in writing, at least thirty (30) working days in advance. In
such case, the cancellation or termination date shall be referred to a
calendar month (last day of the month).
In case it is "AMC" that cancels part of the capacity Contracted or
terminates this Interim Agreement before the end of the term in force
indicated in point 3 above, the latter shall pay to "SATMEX", in one single
payment and before the date notified by "AMC" has elapsed, the amount
resulting from the tariff corresponding on a monthly basis to Contracts at
one (1) year, for each month remaining to conclude the time period
originally agreed upon, not to exceed twelve (12) months.
In the assumption of partial cancellation, the aforementioned payment
shall be applied to the capacity affected.
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Advance cancellation or termination of a service does not release "AMC" from
previous indebtedness or moratory interest.
"SATMEX" reserves the right to assign the satellite capacity released due to
advance cancellation or termination to another interested party, as of the
day following the termination or cancellation date.
9. The legal documentation required for the signature of the Contact is as
follows:
- Article of Incorporation, duly notarized and with an Apostille seal.
- Power of attorney that stipulates the legal representative with powers
to sign the Contract, duly notarized and with an Apostille seal.
This Interim Agreement is signed in counterparts, each remaining in possession
of each party, in Mexico City, as of 9/1/99.
"SATMEX" "AMC"
/s/ Xxxxxx Xxx
XX. XXXXXX DEL XXXXX Xxxxxx Tan
CHIEF OPERATING OFFICER CEO
