EX-10.7
LEASE AGREEMENT
AGREEMENT
PLATFORMS INTERNATIONAL CORPORATION DO BRAZIL
AND
AMERICEL S.A.
LEASE
OF
AIRBORNE RELAY COMMUNICATIONS "ARC" SYSTEMS
APRIL 5, 2000
Through this private instrument of contract, on one side PLATFORMS
INTERNATIONAL CORPORATION DO BRAZIL, located at Xx. Xxxxxxx Xxxxxx,
000 xxxx. 00, Xxxx Horizonte, MG 00000-000, Xxxxxx, represented by
its Director Presidente, XXXXXX X. XXXXXX, hereinafter referred to as
'PLATFORMS'" and on the other side, AMERICEL S.A. located at SCN
Xxxxxx 00, Xxxxx X, 000, Xxxxxxxx Corporate Financial Center 11th
floor, room 1102 Brasilia, DF 00000-000, Xxxxxx represented by its
Director Presidente, Xxxxxxxxx Xxxxxx, hereinafter referred to as
AMERICEL, the Parties to this Agreement hereby mutually agree to
formalize, define, and structure their working relationship regarding
the lease by Americal of Platforms' Airborne Relay Communications
"ARC" Systems, in accordance with the terms and conditions of this
STRATEGIC PARTNERSHIP AGREEMENT, with mutual rights and obligations,
as set forth below:
ARTICLE ONE: - The purpose of this Agreement shall be to define,
formalize, and set forth the understandings between Platforms and
Americel, under which Platforms agrees to lease Airborne Relay
Communications "ARC" Systems to Americel, and Americel agrees to
lease Airborne Relay Communications "ARC" Systems from Platforms,
including: (i) complete Airborne Relay Communications "ARC"
Systems, including aircraft and all related System hardware and
software components; (ii) System Installation and comprehensive ARC
System User Training and Education Services; (iii) aircraft
maintenance and flight operations management services; (iv) pilot
recruitment, training, and management services; (v) ground depot
stations deployment and management; and (vi) all aircraft
maintenance and flight operations management services required to
support Platforms' Airborne Relay Communications "ARC" System operations.
NOTE: All ARC System flight operations and aircraft
maintenance services and training programs proposed herein shall be
provided and conducted by Platforms' Brazilian flight operations
Strategic Partner and principal contractor. The Aeromot Group.
ARTICLE TWO: - In accordance and conformance with the Parties'
discussions preceding and following the successful completion of the
Airborne Relay Communications "ARC" System ALPHA Test in Alpine,
Texas in October 1999, with official, independently reported and
certified results, as requested by Americel, attached hereto as
Exhibit - A, this Agreement is intended to formalize and record such
discussions, and to set forth the understandings, terms and
conditions under which Platforms and Americel shall undertake to
conduct the ARC System BETA Test demonstration in Brazil in
September/October 2000 timeframe.
ARTICLE THREE: - The specific terms and conditions that shall
govern the ARC System Strategic Partnership Agreement between
Platforms and Americel have been developed jointly. All Platforms'
fees and charges for the ARC System and related services shall be
negotiated according to the specific requirements of each ARC System
Installation, giving full effect to Americel's "Favored Nation"
client position with Platforms (best possible terms, conditions, and
prices guaranteed - no other customer gets better terms). Mutually
acceptable and agreeable baseline terms and conditions, rights of
first refusal - territorial exclusivity competitive protection (where
Americel holds Licenses), prices and charges for services, and the
responsibilities, rights, and obligations of the Parties with respect
to the proposed ARC System Strategic Partnership shall be defined,
negotiated, and finalized no later than June 15, 2000.
ARTICLE FOUR: - In the interim, prior to the completion and
finalization of the specific terms and conditions set forth in
Article Three, this Agreement shall serve to: (i) establish and set
forth the Parties' intent to go forward with the ARC System Project;
(ii) establish baseline guidelines and understandings under which
the Parties agree to proceed with the ARC System BETA Test
Demonstration in Brazil in the September/October 2000 timeframe; and
(iii) the agreed terms and conditions, and performance criteria that
shall govern the ARC System BETA Test Demonstrations, as set forth in
Exhibit - C; and (iv) the actions, commitments, and subsequent
events that shall follow the ARC System BETA Test Demonstration,
depending on whether or not the Demonstration meets the agreed to
System performance criteria.
ARTICLE FIVE: - This Agreement and all of its terms and conditions
are CONFIDENTIAL. The proposed Strategic Partnership relationship
between Platforms and Americel, under which Platforms has agreed to
provide the ARC System and related support facilities to Americel
under "Favored Nation" terms and conditions is strictly confidential,
and not to be disclosed to any unauthorized party. The uniquely
advantageous terms, conditions, prices, and specific territorial
exclusivity competitive protection and rights of first refusal
granted to Americel under this Agreement, are being extended in
exchange for (i) Americel's Strategic Partnership participation and
constant support since the inception of the ARC System project; (ii)
Americel agreeing to act as the Platforms ARC System International
Showcase Installation and a Customer Reference Facility, and (iii)
Americel agreeing to act as an ARC System Research & Development
Site, by providing Platforms with suggestions and recommendations for
the improvement and enhancement of the ARC System.
ARTICLE SIX: - The ARC System BETA Test Demonstration scheduled to
be conducted in Brazil in the September/October 2000 timeframe, is
designed to formally and comprehensively demonstrate the ARC System's
telecommunications service capabilities, by providing live
telecommunications services to a specific Brazilian Region and
Population as specified and set forth by Americel (Exhibit - B), in
accordance and conformance with the Test Plan and Performance
Specifications mutually developed and formulated by Platforms and
Americel, Exhibit - C.
ARTICLE SEVEN: - The ARC System BETA Test Demonstration scheduled
to be conducted in Brazil in the September/October 2000 timeframe,
shall be the final qualification benchmark for Americel's decision to
go forward and proceed to lease up to FIVE (5) ARC System
Installations.
ARTICLE EIGHT: - In the event the ARC System BETA Test results in
Brazil meet the Test Plan and Performance Qualification
Specifications outlined in Exhibit C, Americel shall proceed to place
an initial lease order with Platforms for up to FIVE (5) ARC Systems
under a "Favored Nation" ten-year lease price of TWELVE MILLION (USD
$12,000,000.00) DOLLARS plus: (i) System Maintenance and Operations
fees of FIVE HUNDRED THOUSAND (USD $500,000.00) DOLLARS per month;
and (ii) an EIGHT (8%) PERCENT participation share on the gross
revenues to be generated from cellular telecommunications and
associated wireless services to be provided by Americel S/A using the
Platforms International Airborne Relay Communications ARC System.
A. The proposed price for the ten-year ARC System Installation
Lease, as outlined above includes: (i) ARC System annual License
Fees for the term of the lease; (ii) THREE (3) ARC System Mission
Aircraft, with appropriate mission requirement modifications; (iii)
ARC System airborne receive/transmit/process wireless
telecommunications hardware and software facilities, (iv) ARC
System customer training and education programs; (v) ARC System
technology R&D maintenance upgrades and enhancements for the life of
the lease; (vi) ARC System Troubleshooting Hotline and Field
Engineering Support.
B. ARC System Maintenance and Operations Monthly fees are
estimated at FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS. The
estimated monthly maintenance and operations service fees proposed
herein are subject to final review and approval by The Aeromot Group,
Platforms' Brazilian Aviation Services Strategic Partner, and the
contractor in charge of ARC System flight operations and aircraft
maintenance support services.
C. The proposed lease prices for the ARC System as set forth
above, does not include the cost of the ground base station. Ground
base station equipment and its installation is the responsibility of
the telecommunications service provider.
D. At the conclusion of the ten-year lease, Americel at its
option, can cancel the ARC System Lease, or continue it for a second
term of TEN (10) years. ARC System second term lease fees shall be
as follows: (i) ARC System lease fee of TEN MILLION
($10,000,000.00) DOLLARS; (ii) a continuing monthly operations and
maintenance fee of $500,000.00 per month, adjusted for future
economic value equivalency; (iii) a FIFTEEN (15%) PERCENT gross
revenue participation.
E. Platforms shall assist Americel to obtain corporate
financing for the lease of ARC System Installations on a System
Installation and/or overall project financing basis, as required, and
at the best possible interest rates available. Americel, however, is
free to negotiate and secure its own financing programs at its discretion.
ARTICLE NINE: - The initial ARC System Installation, as discussed
and agreed to between Platforms and Americel shall be delivered to
Americel in accordance with the delivery schedule requested by
Americel: ONE (1) ARC System installations in the year 2000; TWO (2)
ARC System installations in the year 2001; TWO (2) ARC System
installations in the year 2002 beginning with the first ARC System
installation scheduled for delivery in the September/October 2000
timeframe. Upon successful conclusion of the BETA Test Demonstration
in Brazil, Americel will provide Platforms with specific details on
how many ARC System installations it intends to lease, over what
period of time, and the territorial locations to be serviced by such
ARC System installations. Americel, at its sole discretion, reserves
the right to change the number of ARC System Installation orders and
their delivery timeframes and destinations, depending on Americel's
service coverage requirements, the economic benefits and advantages
of the proposed business case for each area proposed to be serviced
by the ARC System, and actual performance experience with the ARC System.
ARTICLE TEN: - In the event the ARC System BETA Demonstration
results do not meet the Test Plan and System Performance
Specifications, Americel, at its sole discretion can elect to: (i)
cancel its participation in the ARC System project; or (ii)
continue to work with Platforms until the ARC System Demonstration
meets Americel's telecommunications service requirements.
ARTICLE ELEVEN: - Even if Platforms and Americel arrive at mutually
agreeable lease terms, conditions, and prices, and if all required
Brazilian regulatory licenses have been secured at the completion of
the BETA Test Demonstration, Americel, at its sole discretion, can
elect to cancel its participation in the ARC System project.
ARTICLE TWELVE: - ARC System BETA Test performance and results
shall be assessed and evaluated by LCC International, Inc., the same
Telecommunications Systems Performance Auditing firm recommended by
Americel, and employed by Platforms to independently assess and
report on the results of the ARC System ALPHA Test, LCC
International's findings and assessments on the ARC System BETA Test
performance vs. the Test benchmarks and System Performance
specifications set forth in Exhibit - C, shall be final and conclusive.
ARTICLE THIRTEEN: - In conformance and compliance with the terms
and conditions of the proposed Strategic Partnership Agreement
between Americel and Platforms, Platforms hereby CONFIDENTIALLY pre-
releases information to Americel about its ARC System Phase-II
unmanned airborne vehicle - The ARC System StratoStar Airship.
A. The StratoStar Airship is a unique, high altitude (50,000 to
65,000 ft) unmanned, maneuverable recoverable, and reusable high-
altitude AirShip manufactured of Kevlar 29 and a proprietary
polyethilene film combination that allows the formation of an ultra-
light, pneumatic structure with a skin resistant to the hazards of
high-altitude environments.
B. The StratoStar is a tri-hull airship with an overall length of
336', an individual hull length of 300', a diameter of 62', a height
of 80', and a total volume displacement of approximately 2.5 million
cubic feet. The StratoStar uses helium to achieve the airship's
pneumatic form, its lift, altitude maintenance, and for safety of
operations. Three electric engines with oversized propellers are
used for propulsion and station-keeping operations. Solar power is
collected through photo-voltaic cells and stored in high-capacity
electrical storage lithium batteries. Platforms' proprietary
hardware and software flight control systems direct the flight
operations of the airship.
C. The StratoStar is designed to remain in its designated, computer-
guided, GPS-controlled stratospheric station for periods of six
months or more, before returning to its ground base station for
maintenance and redeployment.
D. Pricing of a StratoStar 10-year lease program is presently NOT
FINALIZED. However, in response to your request for a pricing
estimate, our preliminary, CONFIDENTIAL price for a 10-year lease
program under our exclusive Strategic Partnership Agreement with
Americel is estimated as follows:
(1) Platforms estimates it should be in a position to deliver
the first StratoStar ARC System Airship to Americel in eighteen to
twenty-four months, after the delivery of the first aircraft-based
ARC System.
(2) Platforms agrees to replace and upgrade all Americel
aircraft-based ARC Systems to StratoStar Airship Systems as soon as
the new airships are ready for commercial delivery. Immediately upon
initiation of StratoStar ARC System Airship operations, the monthly
Maintenance and Operations fees to Americel for each StratoStar ARC
System AirShip installation shall be reduced from FIVE HUNDRED
THOUSAND (USD $500,000.00) DOLLARS to TWO HUNDRED AND FIFTY THOUSAND
(USD $250,000.00) DOLLARS per month.
(3) Platforms gross revenue participation on the first
Stratostar ARC System Airship shall be EIGHT (8%) PERCENT. On all
subsequent Systems it shall be FIFTEEN (15%) PERCENT. As part the
exchange and upgrade program to the StratoStar ARC System, all ARC
System aircraft related equipment shall be returned to Platforms.
(4) Estimated lease program for second, third, fourth, fifth
(non-replacement and upgrades) StratoStar ARC System Airships should
operate as follows: (i) a fixed License Fee of TWELVE MILLION (USD
$12,000,000.00) DOLLARS, payable upon contract execution; (ii) annual
maintenance and operations fees of THREE MILLION (USD$3,000,000.00)
DOLLARS, payable in monthly installments of TWO HUNDRED AND FIFTY
THOUSAND (USD$250,000.00); DOLLARS; (III) FIFTEEN (15%)PERCENT gross
revenue participation.
ARTICLE FOURTEEN: The Court for the resolution of any differences or
to enforce any rights or obligations arising from the terms and
conditions set forth in this Agreement, shall be Brasilia, Brazil.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the 7th day of April 2000.
PLATFORMS INTERNATIONAL CORP. AMERICEL S.A.
DO BRAZIL "AMERICEL"
"PLATFORMS
By: /s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxx Xxxxxx
Xxxxxx X. Xxxxxx Xxxxxxx Xxxxxx
Director/President Director/President
Witnesses:
/s/ Xxxxx Xxxxxx Xxxxxxx /s/ Xxxxxxxxx xx Xxxxxxx Xxxxxxx
Tostes
Xxxxx Xxxxxx Lamster Xxxxxxxxx xx Xxxxxxx Xxxxxxx
Tostes
