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EXHIBIT 10.7
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EXHIBIT 10.7
This is a fair and accurate English translation of a Spanish language document
as required by Rule 306(a) Regulation S-T.
/s/ XXXX XXXXXX
----------------------------
Xxxx X. Xxxxxx
Vice President, Administration
and Chief Accounting Officer
IMPSAT Corporation
October 24, 1996
CONTRACT N degree C-0057-95
TITLE: AGREEMENT FOR THE SUBSCRIPTION TO SATELLITE SERVICES FOR
THE PROVISION OF SERVICES WITH ADDED VALUE.
Between us, XXXXX XXXXXX XXXXXXXX, adult, resident of Santa Fe de Bogota,
identified by certificate of citizenship No1/-195.804 issued in Bogota, acting
on behalf and as representative of the EMPRESA NACIONAL DE TELECOMUNICACIONES,
party which henceforth will be called TELECOM, and XXXXX XXXXXXX XXXXXX
XXXXXXXX, adult, resident of Santa Fe de Bogota D.C., and identified by
certificate of citizenship No71.595.742 issued in the City of Medellin, who is
acting as the legal representative of IMPSAT S.A., which henceforth shall be
named THE SUBSCRIBER, considering that: (a) TELECOM is the operator of
telecommunications services; (b) TELECOM...[illegible]...operative of the
INTERNATIONAL ORGANIZATION OF SATELLITE COMMUNICATIONS "INTELSAT", and as such,
it is responsible operationally and financially before the organization of
telecommunications by satellite for services rendered from the National
Territory; (c) it is the [illegible] of TELECOM to render basic service of
leasing air space, in agreement with the terms of the treaty from the
INTERNATIONAL ORGANIZATION OF SATELLITE COMMUNICATIONS "INTELSAT", Law 54 from
1973; (d) "IMPSAT", by means of Resolution No3183 dated September 9,
[illegible], issued by the Ministry of Communications, was granted this license
for the provision of services with added value for national coverage and in
connection with overseas, entitled Corporate Telecommunications Services and
authorizes in principle, the use of ascending and descending ramps of the
satellite segments whose services are coordinated by Colombia; (e) the parties
declared that they count on the power and authority to celebrate this
Agreement; (f) considering the aforementioned, the parties have agreed to
[illegible] the Agreement contained in the following stipulations: FIRST:
OBJECTIVE.- By virtue of this agreement, TELECOM will lease to THE SUBSCRIBER,
telecommunications services designated as basic satellite services, support for
the provision of services with added value. The service will be provided by
the use of Satellites 705, located at position 310 degrees East; [illegible]
41/41 (Technical Appendix 1) and 603, position 328.5 degree E (Technical
Appendix 2) from the SATELLITE ORGANIZATION INTELSAT. The satellite services
provided by virtue of this agreement are point to point or point multipoint for
the exclusive use determined by the Law Decree 1900 from 1990 and Resolution
N degree 3183 dated September 9, 1991, issued by the Ministry of Communications.
SECOND: SERVICES ACROSS TERRESTRIAL STATIONS PROPERTY OF THE SUBSCRIBER.-
TELECOM, but [illegible] for the provision of basic satellite services
[illegible] the First Clause authorizes the SUBSCRIBER to route its
[STAMP] IMPSAT, X.X.
XXXXX XXXXXXX XXXXXX E.
VICE-PRESIDENT FOR FINANCES AND
ADMINISTRATION
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traffic directly using the satellite capability assigned through the
International Organization INTELSAT, to the station which has previously
defined and informed TELECOM in order to [illegible] the service, which are
duly identified in the Technical Annexes 1 and 2, an integral part
of...[illegible]...THIRD: IDENTIFICATION CODE.- For the purposes of this
agreement, TELECOM has assigned to the SUBSCRIBER the Service Account
Identification Code N degree.......... FOURTH: TECHNICAL AND OPERATIONAL
CONDITIONS OF SERVICE.-THE SUBSCRIBER shall fulfill the operational and
technical conditions established by the satellite services provided by TELECOM
on behalf of INTELSAT and indicated in the general and specific rules contained
in this Agreement, furthermore their responsibility extends to the instructions
which were established about these aspects subsequent to the signing of this
Agreement. TELECOM does not assume responsibility on behalf of THE SUBSCRIBER
for interruptions of the spatial segment, except the same ones that INTELSAT
has with TELECOM in reference to such an eventuality. FIFTH: APPENDICES.-
Constitute an integral of this agreement...[illegible]...TECHNICAL APPENDICES 1
AND 2 and their international connector selected by the SUBSCRIBER, and the
License for the Provision of Services for Added Value granted by the Ministry
of Communications to IMPSAT S.A. SIXTH: OBLIGATIONS TO THE PARTIES.- A)
OBLIGATIONS TO THE SUBSCRIBER. In addition to the obligations that THE
SUBSCRIBER acquires by virtue of the other clauses from the current Agreement
there are also obligations to its commission: 1).- To guarantee the normal
operation of the stations installed and their additional equipment by
implementing the corresponding maintenance, under its exclusive responsibility,
in addition to fulfilling the requirements and technical specifications
demanded in this Agreement; 2).- To pay timely attention to the INTELSAT
requirements requested through TELCOM in reference to adaptations,
modifications or replacement of equipment or integral station parts. To this
effect TELECOM will inform THE SUBSCRIBER of such requirements with due advance
notice; 3).- To correct all that is indicated by TELECOM in matters which have
given reason for observations on behalf of the TELECOM supervision; 4).- To
pay on its own account and charge all the costs, damages, imposed fines by
competent authority which may be caused by the wrongful use or utilization of
the system and the equipment delivered. The wrongful usage of the system will
consist, among others, in the provision of different telecommunications
services from those for which are authorized and the unfulfillment of the other
specific stipulations previously mentioned in the current Agreement; 5).- To
give notice to TELECOM within a period no later than 24 hours about
interferences caused by terrestrial microwave networks which property of
TELECOM or not with the purpose of adopting corrective measures available to
TELECOM;
[STAMP] IMPSAT, X.X.
XXXXX XXXXXXX XXXXXX E.
VICE-PRESIDENT FOR FINANCES AND
ADMINISTRATION
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6). - To facilitate access to its facilities for the purpose of inspection,
supervision, maintenance, and necessary modifications of the personnel
designated by TELECOM, when on its own judgement, it is required by the
capacity provided according to the Technical Appendices. In reference to the
access to the IMPSAT S.A. facilities, the TELECOM personnel will present a
memorandum wherein shall be listed the names and identification of
functionaries designated for this purpose, who shall fulfill the general
security conditions established by IMPSAT S.A. for such access; 7).- It is
accepted by THE SUBSCRIBER that TELECOM may suspend the service when the
requirements which were established are not fulfilled by the correct
utilization of the service, without damage to the liability at the expense of
THE SUBSCRIBER; 8).- Whenever the provision of service require corresponding
resources from the local telephone system, THE SUBSCRIBER shall assume the
attainment and the inherent costs that these will entail. Such resources will
be delivered by TELECOM for its acceptance in agreement to the service
rendered. B) TELECOM OBLIGATIONS.- In addition to the obligations foreseen
in other clauses, TELECOM is obligated to: 1) Give notice to the Ministry of
Communications when it is known that there are different terrestrial microwaves
from those of TELECOM for the purpose of adopting the necessary corrective
measures. 2) Pay attention to the requirements of THE SUBSCRIBER in order to
maintain the normal function of service. C) TELECOM OBLIGATIONS WITH RESPECT
TO THE SERVICE.- In relation to the service for which this Clause is written,
TELECOM offers the following parameters about the quality of the same: Mean
Time Between Failures (MTBF) two (2) months and Mean Time To Restore (MTTR)
three (3) hours. TELECOM will not respond when failures originating from the
INTELSAT system are presented, or by factors which effect the availability of
circuits derived from nature, such as: sun spots, storms, hailstorms, heavy
rains, and other natural phenomena which affect such availability. Neither
will they respond to the failures presented in the equipment of property and/or
systems operated by THE SUBSCRIBER, failures of energy shutoff in the
facilities of THE SUBSCRIBER, nor to the interruptions presented annually in
one week for a period of three (3) minutes due to solar radiation. TELECOM
will not respond to the rate failures presented in the equipment at the
launching of the system, nor to the failures occurring in the system managed by
the connecting satellite in another country which hinders the normal operation
of the service. SEVENTH: TARIF FOR SERVICES.- For the liquidation of the
services provided by TELECOM, by virtue of this agreement, THE SUBSCRIBER
accepts and states to know the current tariffs in effect (Financial Appendices
1 and 2) adopted by the Resolution of the TELECOM Board of Directors, by virtue
of the authorization of the supervised freedom granted by the National Board of
Tariffs
[STAMP] IMPSAT, X.X.
XXXXX XXXXXXX XXXXXX E.
VICE-PRESIDENT FOR FINANCES AND
ADMINISTRATION
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through Resolution N degree JD 0056 dated February 27, 1992 and No 00010000-5567
dated June 26, 1992, which are appended to the current agreement and form an
integral part of the same. In the event of tariff modification, THE SUBSCRIBER
shall cancel the service at the tariff rate in effect on the date when the
service was provided, and the new Resolution will be incorporated to this
Agreement within the Financial Appendices 1 and 2. FIRST PARAGRAPH.- The
tariff to be paid for services has been determined as a function of the term in
the current Agreement. SECOND PARAGRAPH.- When the Connecting Satellite
varies their tariffs for the use of Spatial Segment, TELECOM shall adjust the
tariffs charged to the SUBSCRIBER according to the authorizations of the
TELECOM Board of Directors or whoever is authorized. THIRD PARAGRAPH.- The
tariffs are understood to be accepted by THE SUBSCRIBER, if the contents are
not disputed in writing during the term indicated in the payment invoice. In
the event that the corresponding invoice were disputed, and TELECOM partially
agrees or not, the charge shall be advanced for the outstanding amount which is
definitely determined at the expense of THE SUBSCRIBER upon resolution of the
claim, in addition to the delay. TENTH: TERM OF THE AGREEMENT.- This agreement
shall have a duration of 10 months and 16 days counting from the date of
activation of the service, and from the 1st day of August, 1996 it shall have a
term of one (1) year with automatic extensions up to ten (10) years according
to the indicated in the Technical 1 and Financial 1 Appendix, for the leasing
done over of Satellite 705; for the leasing of carriers by means of Satellite
603, the term shall be for one (1) year with automatic extensions up to three
(3) years; counting from the day of activation of the service, as it is
indicated in the Technical 2 and Financial 2 Appendices. However, it could be
completed before the term mentioned when unforeseeable circumstances of force
majeure or fortuitous nature occur, which prevent the provision of service, in
which case TELECOM shall not assume any liability on behalf of THE SUBSCRIBER.
In the same manner, it could terminate in advance due to immutable causes for
THE SUBSCRIBER, in which case the outstanding balance should be cancelled until
the normal termination of the Agreement or in its absence, it may be taken by
TELECOM from the guarantee. E).- The current agreement may also be terminated
when the Ministry of Communications issues the Regulation for the use of the
Spatial Segment in Colombia and the client assumes the commitments acquired
with INTELSAT. ELEVENTH: SPECIAL CONDITIONS FOR THE PROVISIONS OF SERVICES.-
a) THE SUBSCRIBER is able to render only those communications services allowed
by the Resolution 3183 dated September 9, 1991, issued by the Ministry of
Communications; the relations with users and subscribers are its own exclusive
responsibility. b) THE SUBSCRIBER shall not, under any
[STAMP] IMPSAT, X.X.
XXXXX XXXXXXX XXXXXX E.
VICE-PRESIDENT FOR FINANCES AND
ADMINISTRATION
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circumstances, render basic services such as those defined by the Law Decree
1900, from 1990, by means of the facilities provided by TELECOM, or its own
facilities, or using the transmission mode that TELECOM provides for satellite
services. c) THE SUBSCRIBER is the only one authorized to use the spatial
segment for the provision of services with added value, subject to the
Resolution which granted the license. d) The serviced provided to THE
SUBSCRIBER could be suspended without liability to TELECOM, in the following
cases: By force majeure or fortuitous case, reasons of social or public order,
request from INTELSAT or the International Connector, unfulfillment of payment,
through interference from other communications networks duly authorized in the
country, for technical reasons given by TELECOM, by order of the competent
authority. e) THE SUBSCRIBER shall adjust the equipment on his property
according to the technical specifications determined by TELECOM or INTELSAT.
It shall be liable for the radiation or interference of its system. 4) It is
the direct responsibility of THE SUBSCRIBER [to regulate] the utilization,
employmment, applications given to the adjudicated services, to its access
points or to any other means of support. g) It is the responsibility of THE
SUBSCRIBER to control access to its equipment and information management
designated in U.S. Dollars, which shall be converted into legal Colombian
currency at the representative market rate or to the rate which is currently in
effect, according to the anticipated by competent authorities, on the day of
invoicing. FOURTH PARAGRAPH.- The liquidation of the services to which this
clause refers shall be made by accrued monthly periods, invoicing shall be sent
out by TELECOM to the place(s) indicated in the Financial Appendices 1 and 2,
by means of Invoices Receivables. The failure to receive Billing Invoices does
not exempt THE SUBSCRIBER from payment for services. FIFTH PARAGRAPH.- In the
event that an establishing act of a force majeure presents itself, which
interrupts the provision of services, TELECOM shall not invoice for the time
when there was no service due to a force majeure, as long as the interruption
be longer than (1) one hour. SIXTH PARAGRAPH.- The tariffs established by
TELECOM to THE SUBSCRIBER of the basic satellite services for the provision of
services with value added are independent from those that THE SUBSCRIBER
establishes for the final users of these last services. EIGHTH: VALUE.- The
value of the present agreement is stipulated in the Financial Appendices 1 and
2, in U.S. Dollars, to be paid by monthly accruals, according to the procedure
designated in the following clause. NINTH: FORM OF PAYMENT.- THE SUBSCRIBER
compromises to pay satellite services, the object of the current Agreement,
within the due date indicated on the invoice, according to the stipulted on the
Financial Appendices 1 and 2, including the corresponding payments to the
period of early activation of the
[STAMP] IMPSAT, X.X.
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VICE-PRESIDENT FOR FINANCES AND
ADMINISTRATION
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service, prior to the signing of the present contract. TELECOM shall send the
Invoice to THE SUBSCRIBER within the first five business days from the
expiration month wherein the corresponding services were provided. FIRST
PARAGRAPH: The payment for the value of the services shall be made through the
Banks, Savings and Loan Corporations, or at the Financial Institutions that
TELECOM designates for such purpose. SECOND PARAGRAPH: When THE SUBSCRIBER
does not make payment within the due date... [illegible]... the surcharge for
delay shall be equal to the value of the past due invoice. The surcharge for
delayed payment shall be the maximum established by the legal standards in
effect. If THE SUBSCRIBER does not make the payment on the due date for the
second invoice, TELECOM shall suspend the service to THE SUBSCRIBER and report
such occurrence to INTELSAT so that the transmission of signals be suspended.
The suspension of services shall be effective for a period of sixty (60) days
counting from the date of the suspension order to THE SUBSCRIBER, [for] expired
days, if the value of the Receivables Account has not been cancelled yet.
TELECOM shall definitely cancel the service and shall make the established
guarantee effective in order to protect the fulfillment of the agreement; if
the amount of the guarantee were not sufficient to cover the outstanding
balance and the accrued interests, TELECOM shall proceed for payment by legal
means. THIRD PARAGRAPH: In the event of executive collection of the invoices
before a competent judge...[illegible] for the service and the remaining
expenses to be recorded in such document. The amount invoiced is received and
transmitted; consequently, TELECOM does not assume responsibility for third
party access to the equipment and information systems of the SUBSCRIBER, for
wrongful or fraudulent acts which could allow such access, nor for "virus" or
alterations to programs and applications of the same, or for violation to the
right of privacy. h) THE SUBSCRIBER of the services provided by TELECOM, is
the one directly responsible for the legality of the titles under which their
equipment is used and for the information transmitted. i) THE SUBSCRIBER
will be able to interconnect its network of added value to the public networks
when it is necesary for the provision of the service of added value for which
the license was granted by the Ministry of Communications. THE SUBSCRIBER
shall not sublease capacity of spatial segment, which is for the EXCLUSIVE USE
OF THE SUBSCRIBER. THE SUBSCRIBER shall not sublease to third parties the
provision of services with added value, this means that the clients of THE
SUBSCRIBER cannot render services with added value by means of the same
satellite resource assigned to THE SUBSCRIBER for the provision of services
which are the objective of this Agreement. j) THE SUBSCRIBER shall re-sell
capacity of the spatial segment which is considered to be for the exclusive use
of THE SUBSCRIBER.
[STAMP] IMPSAT, X.X.
XXXXX XXXXXXX XXXXXX E.
VICE-PRESIDENT FOR FINANCES AND
ADMINISTRATION
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TECHNICAL APPENDIX 1
SUBSCRIBER: IMPSAT S.A.
ACCOUNT FOR SERVICES:
OBJECTIVE: Provision of basic satellite
services support for the
provision of services with
added value
CITY AND DATE: Santafe de Bogota
SEGMENT USED
IN INTELSAT SATELLITE 705
POSITION 310oE - NOT SUBJECT TO INTERRUPTION
=======================================================================================
ACTIVATION TOTAL BANDWIDTH LEASED TO BANDWIDTH FOR IMPSAT COLOMBIA
PERIOD INTELSAT
---------------------------------------------------------------------------------------
Sept-15-95 13 9
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Oct-01-95 16 10
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Nov-01-95 17 11
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Dec-01-95 20 12
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Jan-01-96 22 13
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Feb-01-96 36 24
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Mar-01-96 36 24
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Apr-01-96 36 24
---------------------------------------------------------------------------------------
May-01-96 36 24
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June-01-96 36 24
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July-01-96 36 24
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From August 1, 43 31
1996 to July
31, 2006
=======================================================================================
FOR TELECOM FOR IMPSAT
/s/
XXXXX XXXXXX XXXXXXXX XXXXX XXXXXXX XXXXXX XXXXXXXX
President Legal Representative
[STAMP] IMPSAT, X.X.
XXXXX XXXXXXX XXXXXX E.
VICE-PRESIDENT FOR FINANCES AND
ADMINISTRATION
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k) TELECOM does not assume any responsibility on behalf of the THE SUBSCRIBER
for interruptions of the spatial segment, except for the same that INTELSAT has
for TELECOM, in reference to such an eventuality. l) Modifications or change
of equipment of its property and other technical specifications which affect
the system must be reported to TELECOM for approval. m) If in the opinion of
the Ministry of Communications, the subscriber provides non-authorized
services, these shall be cause for termination of the subscription by immutable
cause of THE SUBSCRIBER, without liability to TELECOM. FIRST PARAGRAPH:
COMPENSATIONS IN SE OF INTERRUPTION.- In the event of interruption of the
availability of the assigned capacity which lasts more than one hour and which
was caused attributed to the spatial segment, as determined by INTELSAT,
TELECOM shall credit THE SUBSCRIBER an amount equal in proportion to the amount
credited by INTELSAT to TELECOM, for this interruption. During a ceased
interruption for the assigned availability lasting more than one hour, and
which was caused by failures not originating from a force majeure in the
TELECOM equipment, as determined by TELECOM, the latter will credit THE
SUBSCRIBER an amount proportional to the invoiced charges, calculated in
multiples of one hour or fractions thereof. TELECOM shall not allow any
discount in the event of interruption of the service caused directly or
indirectly by the action or omission of THE SUBSCRIBER or any of its clients or
employees. Neither shall it grant any discount for interruptions of one hour
or less than one hour for the assigned capacity, given that will not credit
TELECOM any amount to TELECOM for interruptions for this length of time.
SECOND PARAGRAPH: For whatever type of interruption in the availability of the
capacity assigned that, according what is determined by INTELSAT is chargeable
to spatial segment, TELECOM shall coordinate with INTELSAT the necessary
actions, leading to the re-instatement of service in the least time posible.
However, when interruption of service occurs by means of interruption of the
assigned capacity to TELECOM that: as determined by INTELSAT, is chargeable to
the spatial segment (according to the definition in the agreement of INTELSAT)
and exceeding thirty (30) days, without being able to re-instate service using
a SUBSTITUTE SATELLITE, TELECOM and THE SUBSCRIBER may terminate this agreement
without any charge to the parties. With the exception of the agreed
compensations by the interruption cases and described previously, TELECOM shall
not be responsible for losses or damages occurring as a result of of
interruption in the availability of the assigned capacity, whatever may be the
cause, in agreement to the determinations by INTELSAT. TWELFTH: INSPECTION
AND SUPERVISION.- TELECOM will reserve the right to inspect the installations
of THE SUBSCRIBER directly, at any moment in order to verify that it is
fulfilling the dispositions of this Agreement, as well as to
[STAMP] IMPSAT, X.X.
XXXXX XXXXXXX XXXXXX E.
VICE-PRESIDENT FOR FINANCES AND
ADMINISTRATION
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determine the correct functioning of the equipment. In the same manner,
TELECOM may implement the supervision of the system, monitoring the signals in
radio frequency, intermediate frequencies, and in [illegible] band or other
adequate techniques for this. FIRST PARAGRAPH: TELECOM guarantees the
confidentiality of the information in reference to the supervision of labor, in
as far as the latter does not allow to identify the content of the same.
SECOND PARAGRAPH: If based upon the supervision of labor an abnormal operation
of the equipment used by THE SUBSCRIBER is detected which would affect
adversely the operation of the TELECOM public service or other administrations,
or a violation of some established restriction in the current Contract is
detected, TELECOM Vice-Presidency for Long-Distance, will order the correction
of the existing failure during the period indicated to be in effect; or if not
corrected during that period, will order the immediate suspension of the
service, until the service be corrected. If the non-compliance persists,
TELECOM will cancel the Agreement, shall make efective the outstanding amount
until the termination of the same, which will be taken from the Compliance
Policy and shall implement payments for damages caused by THE SUBSCRIBER.
THIRTEENTH: FORCE MAJEURE.- None of the parties shall be liable to the other
for the loss or damage of the good delivered, neither by delay, nor
non-compliance of the obligations stipulated herewith, whenever this loss or
non-compliance be caused by unforeseen events beyond their control, including
but not limited to: war or threat thereof, blockade, revolution, invasion,
insurrection, demonstration, civil unrest, riots, terrorist activity, sabotage,
embargo, boycott, strikes affecting third parties, abnormal climate, closures,
floods, fires, earthquakes, spread of disease, medical inspection, damage due
to malice, or use of military power. In the event that a force majeure delays
or temporarily suspends the provision of services on behalf of TELECOM, the
terms established in the Agreement, according to the case, shall be adjusted in
accordance, by means of a mutual agreement of the parties. FOURTEENTH:
RESPONSIBILITY.- In the event that civil liability is attributed, due to
non-compliance, delayed or unsatisfactory compliance of any of the aplications
derived from this Agreement, the same shall be understood to be limited in a
precise manner, to the amount of emerging damage demonstrated effectively by
the claimant. FIFTEENTH: GUARANTEE.-- In order to guarantee the fulfillment
of the obligations in which THE SUBSCRIBER engages, in virtue of the current
Agreement, and/or with the purpose of covering the penal clause, THE SUBSCRIBER
agrees withing the following 5 days to sign the current document, a Policy in
favor of TELECOM, which is obligated to be maintained in force until the
liquidation of the SUBSCRIPTION and the extension of its effects. The initial
term shall be of one (1)
[STAMP] IMPSAT, X.X.
XXXXX XXXXXXX XXXXXX E.
VICE-PRESIDENT FOR FINANCES AND
ADMINISTRATION
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year, but should be renewed for equal periods of (3) three months before its
expiration; in order to cover the entire validity of this SUBSCRIPTION. The
Policy shall be issued by an Insurance Company and Banking Entity legally
authorized to function in Colombia, whose amount will be equivalent to twenty
(20%) for [illegible] the value of the SUBSCRIPTION on that year, cost value to
be estimated in the Financial Appendix. If the contractor postpones the
guarantee, sanctions shall be applied which due to the non-compliance of the
obligations fulfills this SUBSCRIPTION. PARAGRAPH. For the establishment of
this guarantee, the secured amount shall be determined in Colombian Pesos at
the rate of exchange in effect on the date of its constitution. SIXTEENTH:
PENAL CLAUSE.- In the event of non-compliance of the obligations which, in
virtue of the current agrement, THE SUBSCRIBER acquires, the former will charge
a penalty to TELECOM for an amount equivalent to (illegible) the value of the
Agreement. The value of the Penal Clause shall be taken directly from the
settlements which TELECOM could [illegible] THE SUBSCRIBER [illegible]for the
Guarantee Policy for Compliance. If this were not possible, it will be made
effective by legal means. SEVENTEENTH: GENERAL ASSIGNMENT IN FAVOR OF THE
CONTRACT.-THE SUBSCRIBER shall not transfer the rights and obligations of this
Agreement wihout prior expressed written authorization from TELECOM.
EIGHTEENTH: VALIDITY.- The current Agreement is undestood to be in effect as
of the date it is signed, on the...........day of ............in the year 1993
and for the term established on the TENTH CLAUSE, about the DURATION of the
Agreement. NINETEENTH: PUBLICATION AND REVENUE STAMP.- For the legalization
of the present agreement, it is required that it be published in the Official
Journal of Public Contracts according to the established in Article 60 of the
Law 190/95, the cost is at the expense of THE SUBSCRIBER. And of the Revenue
Stamp payment, at the expense of THE SUBSCRIBER who [illegible] to cancel
within ten (10) days following the signing of the current Agreement. For the
record, it is signed in Santa Fe de Bogota, D.C., on the.............day in the
month of............. in the year 1995. [STAMPED] DECEMBER 26, 1995
FOR TELECOM FOR THE SUBSCRIBER
/s/ XXXXX XXXXXX XXXXXXXX /s/ XXXXX XXXXXXX XXXXXX XXXXXXXX
President Legal Representative
[STAMP] IMPSAT, X.X.
XXXXX XXXXXXX XXXXXX E.
VICE-PRESIDENT FOR FINANCES AND
ADMINISTRATION
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FINANCIAL APPENDIX 1
SUBSCRIBER: IMPSAT S.A.
ACCOUNT FOR SERVICES:
OBJECTIVE: Provision of basic satellite
services support for the
provision of services with
added value
CITY AND DATE: Santafe de Bogota
SITE OF BILLING: Diagonal 128 No. 67-19 Santafe
de Bogota
SEGMENT USED
IN INTELSAT SATELLITE 705
POSITION 310oE - NOT SUBJECT TO INTERRUPTION
=================================================================
ACTIVATION TOTAL BANDWIDTH BANDWIDTH FOR
PERIOD LEASED TO IMPSAT COLOMBIA
INTELSAT
-----------------------------------------------------------------
-----------------------------------------------------------------
Sept-15-95 13 9 $ 15,912
-----------------------------------------------------------------
Oct-01-95 15 10 $ 33,146
-----------------------------------------------------------------
Nov-01-95 17 11 $ 36,461
-----------------------------------------------------------------
Dec-01-95 20 12 $ 38,020
-----------------------------------------------------------------
Jan-01-96 22 13 $ 41,189
-----------------------------------------------------------------
Feb-01-96 36 24 $ 70,200
-----------------------------------------------------------------
Mar-01-96 36 24 $ 70,200
-----------------------------------------------------------------
Apr-01-96 36 24 $ 70,200
-----------------------------------------------------------------
May-01-96 36 24 $ 70,200
-----------------------------------------------------------------
June-01-96 36 24 $ 70,200
-----------------------------------------------------------------
July-01-96 36 24 $ 70,200
-----------------------------------------------------------------
From August 1, 43 31 $ 90,675
1996 to July
31, 1997
-----------------------------------------------------------------
From August 97 43 31 $100,758
to Feb 15 of
2005
=================================================================
[STAMP] IMPSAT, X.X.
XXXXX XXXXXXX XXXXXX E.
VICE-PRESIDENT FOR FINANCES AND
ADMINISTRATION
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NOTE : THESE TARIFFS DO NOT INCLUDE THE VALUE ADDED TAX.
FOR TELECOM FOR IMPSAT
/s/ XXXXX XXXXXXX XXXXXX XXXXXXXX
---------------------------------
XXXXX XXXXXX XXXXXXXX XXXXX XXXXXXX XXXXXX XXXXXXXX
President Legal Representative
DUE TO THE RESERVE GUARANTEED BY IMSAT OF COLOMBIA INSTITUTED AS OF SEPTEMBER
15 OF 1995, THE CLIENT WILL SETTLE WITH TELECOM THE CORRESPONDING VALUE OF THE
RENTAL AS OF THAT DATE.
FOR THE PERIOD INCLUDED BETWEEN SEPTEMBER 15, 1995 UP TO JULY 31, 1997 THE
CLIENT HAS A TEN (10) PERCENT DISCOUNT, WHICH IS ALREADY INCLUDED IN THE TARIFF
INDICATED BY THE PERIOD IN THE FINANCIAL APPENDIX 1.
AS OF AUGUST 1, 1996, THE RENTAL IS AGREED FOR A 10-YEAR TERM ACCORDING TO THE
BANDWIDTHS INDICATED ON THE TABLE FOR THE TECHNICAL 1 AND FINANCIAL 1
APPENDICES.
The provision of service in the form indicated on the previous table will
depend on the availability of the satellite.
The client will pay once the sum of US$500 for the coordination of the tests
for the terrestial transmiting stations which require total testing and there
will not be charges for the transmiting stations which have been approved by
type at INTELSAT.
FOR TELECOM FOR IMPSAT S.A.
XXXXX XXXXXX XXXXXXXX /s/ XXXXX XXXXXXX XXXXXX XXXXXXXX
President Legal Representative
Page 1
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TECHNICAL APPENDIX 2
SUBSCRIBER : IMPSAT S.A.
ACCOUNT FOR SERVICES :
OBJECT : Provision of basic satellite services
support for the provision of added value
services.
CITY AND DATE : Santafe de Bogota
CARRIER 1 CARRIER 2
SATELLITE CONNECTOR: INTELSAT INTELSAT
SATELLITE : 332.5 332.5
BAND : C C
TERRESTRIAL STATION IN COLOMBIA : BOG18F1 CAL104F1
TERRESTRIAL REMOTE STATION : SCANZANO 1A
CITY AND COUNTRY OVERSEAS : ROME-ITALY SANTIAGO-CHILE
VELOCITY OF THE CARRIER : 128 KBPS + 192
KBPS 128 KBPS
FEC USED : 1/2 1/2
TYPE OF MODULATION : QPSK QPSK
FOR TELECOM FOR IMPSAT S.A.
/s/ /s/
XXXXX XXXXXX XXXXXXXX XXXXX XXXXXXX XXXXXX XXXXXXXX
President Legal representative
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FINANCIAL INDEX 2
SUBSCRIBER : IMPSAT S.A.
ACCOUNT FOR SERVICES :
OBJECT : Provision of basic satellite services
support for the provision of added value
services.
TERMS OF THE RENTAL : 3 Years.
CITY AND DATE : Santafe de Bogota
SITE OF BILLING : Xxxxxxxx 000 Xx 00-00 Xxxxxxx xx Xxxxxx
The subscriber must pay the following charges to TELECOM.
CONNECTION FEE : US $ 500 for each terrestrial station transmiting not
approved by type and having no charges for transmiting
stations approved by type, nor for reception stations.
MONTHLY FEE : INTELSAT satellite connection, service with uninterrupted
capabilities, Band C, full duplex, full-time.
FOR THE CARRIER OF 182 KBPS IN THE TRAJECTORY OF BOGOTA-ROME : Half orbit
Colombia side.
IT IS : TWO THOUSAND THREE HUNDRED AND THIRTY FOUR DOLLARS AND 15/100
US$ 2334.15
FOR A CARRIER OF 128 KBPS IN THE TRAJECTORY OF BOGOTA-ROME:Half orbit
on Colombia side.
IT IS : ONE THOUSAND FIVE HUNDRED FIFTY SIX DOLLARS AND 10/100
US$ 1556.10
FOR A CARRIER OF 128 KBPS IN THE TRAJECTORY OF BOGOTA-XXXXXXXX: Half orbit
on Colombia side.
IT IS : ONE THOUSAND FIVE HUNDRED AND FIFTY-SIX DOLLARS AND 10/100
US$ 1556.10
TOTAL MONTHLY FIXED CHARGES : FIVE THOUSAND FOUR HUNDRED AND FORTY-SIX DOLLARS
US$ 5446.00
NOTE 1 : THE CARRIER OF THE 128 KBPS WILL BE CANCELLED AT THE REQUEST OF THE
CLIENT ONCE THE 192 KBPS CARRIER IS ACTIVATED.
NOTE 2 : THESE FEES DO NOT INCLUDE THE VALUE ADDED TAX.
FOR TELECOM FOR IMPSAT S.A.
/s/ /s/
XXXXX XXXXXX XXXXXXXX XXXXX XXXXXXX XXXXXX XXXXXXXX
President Legal Representative
