1
--------------------------------------------------------------------------------
EXHIBIT 10.43
--------------------------------------------------------------------------------
MINISTRY OF DEFENSE ADMINISTRATION OF ACQUISITIONS
AIR FORCE
[Coat of Arms]
LOGISTIC SUPPORT COMMAND SENAC
--------------------------------------------------------------------------------
S/Rf. No. Date N/Rf. No.
Document File 984903 0111200000/00013172 4121
------- ------ -------------- ------ -----
Contract No.: 984903
"ACQUISITION OF TELEMETRY SYSTEM"
RE.: CONFIRMATION OF APPOINTMENT OF CONTRACT OVERSEER
I hereby inform you that the Contracting Agency has designated Lieutenant
Colonel Xx. Xxxxxxx Xxxx xx Xxxxxxxxx y de la Llave, appointed at CLAEX,
Overseer to the above-referenced contract.
Madrid, November 12, 1998 THE COLONEL IN CHIEF OF THE SECTION
[illegible signature/rubber stamp of the Administration of
Acquisitions]
- Xxxx Xxxxxxx Sales -
--------------------------------------------------------------------------------
PAGE 49
2
--------------------------------------------------------------------------------
MICRODYNE COMMUNICATION TECHNOLOGIES, INC
--------------------------------------------------------------------------------
MINISTRY OF DEFENSE ADMINISTRATION OF ACQUISITIONS
AIR FORCE
[Coat of Arms]
LOGISTIC SUPPORT COMMAND SENAC
--------------------------------------------------------------------------------
S/Rf. No. Date N/Rf.
No. Document File 984903 0111200000/00013171 4120
------- ------ ------- --------- -----
As an addendum to our writing number ---- dated 08.10.98, signed by both
parties, enclosed is a copy of the Contract concerning the above-referenced
Document File.
Madrid, November 12, 1998
THE COLONEL IN CHIEF OF THE SECTION
[illegible signature/rubber stamp of the Administration of
Acquisitions]
- Xxxx Xxxxxxx Sales -
MICRODYNE COMMUNICATION TECHNOLOGIES, INC
35/98
MINISTRY OF DEFENSE AIR FORCE
LOGISTIC SUPPORT COMMAND
--------------------------------------------------------------------------------
PAGE 50
3
MICRODYNE CORPORATION 1998 ANNUAL REPORT ON FORM 10-K
--------------------------------------------------------------------------------
DOCUMENT FILE No. 984.903
At MADRID, This 30 Day of October, 1998
ASSEMBLED
For one party, Excmo. Sr. General D. XXXX XXXXXXX XXXXXX XXXXXX, in his capacity
as General in Chief of the Logistic Support Command, acting on behalf and in
representation of the Ministry of Defense, by virtue of the faculties conferred
him by Section first, 2 of Order 9/1996, of January 17 1996 (B.O.E. No. 21 of
January 24, 1996).
For the other party, XX. XXXXXXX XXXX XXXX, with Passport number 000000000,
issued in LOS ANGELES (California) on October 20, 1998, acting on behalf and in
representation of company MICRODYNE COMMUNICATION TECHNOLOGIES, INC, as VICE
PRESIDENT of the same, according to the power of attorney granted him before
XXXX X. XXXXXX, NOTARY PUBLIC FOR THE STATE OF FLORIDA, on October 20, 1998,
under Commission Number ....., and whose permanent address is 000 XXX XXXX,
XXXXX, XX 00000, XXX.
Both parties recognize each other's competence and capacity to conclude this
contract, and state:
ADMINISTRATIVE ANTECEDENTS
FIRST: The Order to Proceed which prompted the acquisition document file was
given by the State Secretary of Defense on May 5, 1998.
SECOND: The certificate of credit availability backing the execution of this
purchase was issued by (Logistic Support Command) MALOG's Chief of Accounting on
May 4, 1998, to be charged to the accounts indicated below:
4
MICRODYNE CORPORATION 1998 ANNUAL REPORT ON FORM 10-K
--------------------------------------------------------------------------------
14 21 213A N 650 (Budget corresponding to 1998) for the amount of 25,000,000.-
Pesetas.
Certificate of Commitment number 020288, of date May 04, 1998, issued by the
Chief of Accounting of (Logistic Support Command) MALOG's Economic
Administration Section, to be charged to budgetary application 14 21 213A N 650,
for the amount of 200,000,000.- Pesetas (year 1999), 325,000,000.- Pesetas (year
2000).
Total amount of credit: 550,000,000.- Pesetas.
THIRD: Oversight of the costs incurred in connection with this contract was
performed by the Logistic Support Command's Comptroller on June 15, 1998,
resulting in a favorable report.
FOURTH: The signing of this contract and its final awarding to company MICRODYNE
COMMUNICATION TECHNOLOGIES, INC were accorded through respective administrative
resolutions, entered in contract file number 984.983 of MALOG (Logistic Support
Command).
FIFTH: Notification of the awarding to the contractor was carried out on
October 8, 1998.
CONTRACT CLAUSES
FIRST: The object of this contract is the "ACQUISITION OF A TELEMETRY SYSTEM"
for the total amount of 550,000,000.- Pesetas (FIVE HUNDRED FIFTY MILLION).
SECOND: The contractor, XX. XXXXXXX XXXX XXXX (MICRODYNE COMMUNICATION
TECHNOLOGIES, INC) undertakes to deliver to the Ministry of Defense the agreed
items, in accordance with the technical specifications and the particular
administrative clauses governing the agreement by which
--------------------------------------------------------------------------------
PAGE 50
5
MICRODYNE CORPORATION 1998 ANNUAL REPORT ON FORM 10-K
--------------------------------------------------------------------------------
this contract was awarded, and declares that he knows and accepts both the
administrative clauses as well as the technical specifications, which are to all
effects considered part of this contract.
THIRD: The exact amount the Ministry of Defense undertakes to pay the contractor
is 550,000,000.- Pesetas (FIVE HUNDRED FIFTY MILLION). Payment will be made in
the manner agreed once the Ministry of Defense has received the item or items in
compliance.
FOURTH: The final deadline for the execution [of the contract] is 10/30/2000.
The closing date for the delivery of the goods is October 30, 2000, according to
the following schedule:
SEE CLAUSE 17 OF THE ADMINISTRATIVE CLAUSES.
FIFTH: The contractor has the right to receive payment for the supplies actually
delivered to the Ministry of Defense under the conditions set forth in the
specific administrative clauses.
The Administration is obligated to make the payments within two months following
the issuance of the work certificates or the corresponding documents accrediting
the final or partial execution of the contract.
The certificates issued for the reception of the items and compliance will
constitute the basis or proof for the contractor to receive payment. These
certificates must not be withheld for causes other than the payment of wages
concerning the contract or the social responsibilities derived from it.
SIXTH: The warranty period will be of one 1 YEAR following the date of reception
and compliance, according to the provisions of Clause 12 of the PPT.
SEVENTH: In order to comply with the obligations of this contract, a definitive
guarantee has been placed in favor of the Administration, equivalent to 4 per
100 of the budget, for the amount of 22,000,000.- Pesetas
--------------------------------------------------------------------------------
PAGE 51
6
MICRODYNE CORPORATION 1998 ANNUAL REPORT ON FORM 10-K
--------------------------------------------------------------------------------
to the order of the General in Chief of the Logistic Support Command, as shown
by the accrediting stub carried and issued under number 756472 of October 23,
1998.
EIGHTH: The contractor states his agreement with the technical conditions and
specific administrative clauses governing this contract by signing a copy of
these, which are incorporated to the document file, and agrees to abide, beyond
the provisions of this contract, by the precepts of the Law for Contracts of
Public Administrations, and, at large, all other effective regulations for
business contracts applicable to this contract.
And for the fulfillment of all of its parts, in good faith, three copies are
signed by the representative of the State and the contractor at the place and as
of the date indicated.
FOR THE MINISTRY OF DEFENSE THE CONTRACTOR
THE COMMANDER IN CHIEF OF THE LOGISTIC SUPPORT COMMAND [illegible signature]
Delegated Xxxxxx X.X. 9/1996
of 17-01 BOE No. 21 of 01-24-96
[illegible signature]
/s/-XXXX X. XXXXXX XXXXXX-
--------------------------------------------------------------------------------
PAGE 52
