This is a fair and accurate English translation of a Spanish language document as required by Rule 306(a) Regulation S-T.
/s/ JOSE TORRES
Jose R. Torres
Vice President, Administration
and Chief Accounting Officer
October 24, 1996
The current contract takes place on August 11, 1994 between the International Satellite Telecommunications Organization (from now on "INTELSAT"), an international organization established by the relative Agreement to the international Satellite Telecommunications Organization "INTELSAT" (from now on, the "INTELSAT" Agreement). subscribed in Washington, DC, on August 21, 1971 with headquarters in Washington, DC USA, and "Telecomunicaciones IMPSAT, S.A. (from now on "THE CLIENT") with headquarters in Caracas, established and existing in accordance with the laws in Venezuela, exactly as the second Mercantile Registry of the Judicial Circumscription of the Federal District and State of Miranda, under No. 4-A-Pro,
CONSIDERING that INTELSAT and the client with to come to an agreement that establishes the basic terms and conditions for the direct access by the client to the special segment of INTELSAT and its own use:
THEREFORE, INTELSAT and the client agree to the following:
"Part " means a State in which the INTELSAT Agreement has entered into effect.
"Signatory" means a Part, or a telecommunications entity designated by a Part, that has signed the Operations Agreement with INTELSAT.
II. Basic contract for orders
This contract serves as a basic contract for orders. Subject to the terms and conditions of this contract, INTELSAT agrees to make possible to make available to the client the capability of special segment of INTELSAT that this one might request periodically. The client should provide capacity requests in the specific formats for requesting and ammend services, which appear in the SSOG-104, "Format for requests, ammendments and reports for services". The service requests and capacity assignments, once approved by INTELSAT, will be governed by the present contract. The client understands and accepts that the present contract does not constitute a commitment nor a promise, expressed or implied, from INTELSAT in the sense that the client will be assigned capacity in the spacial segment of INTELSAT. III. Terms and general conditions
On the date of the present contract, the client agrees to abide by the terms and conditions established by INTELSAT for the services provided by means of capacity assignments of the space segment of INTELSAT, in agreement with the present contract. Such terms and conditions include those that figure in the Norms for the Land Stations of INTELSAT (IESS), the Explotation Guide of the Satellite Systems (SSOG) and the Rates Manual of INTELSAT, which are incorporated into the present contract by reference, to the extent that such terms and conditions correspond to the specific types of services requested by the client and assigned according to the present by INTELSAT, and allowing for periodic modifications of such terms. The client also agrees to adapt to all conditions regulating the granting of licenses promoted by the pertinent national authority, and to comply with same.
IV. Investment in INTELSAT
If a client invests in INTELSAT, he agrees to abide by the terms and conditions consigned in the contract with the investment entity subscribed by the client with INTELSAT.
V. Conditions for receiving INTELSAT capacity
a. A request for capacity supply or reseve of the space segment of INTELSAT presented by a client, may not be accepted unless the Management of INTELSAT has determined that said client is solvent. The client agrees to provide the information that INTELSAT may require regarding his financial and credit history. In addition, the client agrees to provide INTELSAT with the necessary authority that would allow for the verification of said information through varied financial and banking institutions, and/or with the client's creditors.
b. Requests for capacity from the space segment of INTELSAT will not be accepted from clients whose utilization account at the date of the capacity request, is due in excess of 30 days.
c. As a condition to reserve or supply services, INTELSAT could ask the client to provide other guarantees of ability to meet his financial obligations with INTELSAT when due, by means of a letter of credit, a guarantee deposit or some other form of guarantee compliance that INTELSAT may require. VI. Late payment penalties
a. In addition to the penalty indicated on paragraph 5.b above, any payment not made by the due date will be charged interest at a rate of sixteen per cent (16%) annually, calculated from the due date until payment date, and this rate can be revised by the Governing Body periodically.
b. INTELSAT can suspend or cancel all services in force and on waiting list of the client if any payment due to INTELSAT for the usage of a special segment has not been paid 150 day or more after the due date, or within any other period established by the Governing Body periodically.
VII. Ground station operation
In reference to any ground station with authorization from INTELSAT to have access to its special segment, the client is committed to operate said station at all times in agreement with the terms of the authorization and with INTELSAT'S Norms for Ground Stations ("IESS"), and accepts responsibility for such operation.
This contract, the subsequent assignment of capability of special segment, the rights, responsibilities and obligations of the client cannot be transferred or delegated without previous consent in writing of INTELSAT. Any transfer or delegation that is attempted without said consent will be null and will not have any force. This clause does not prevent the client from using its assigned capabilities to supply services to a third party.
In addition to the requirements related to the cancellation that appear in the Rates Manual, INTELSAT reserves the right, with a written warning of no less than thirty (30) days, to rescind the present contract with a client who does not comply with same. The cancellation forwarning should indicate the effective date of cancellation and the circumstances that brought it about. INTELSAT could, at its discretion, withhold the deposits and other sums paid by the client, and utilize them as compensation for damages caused by the non-compliance. This withholding of funds from the client will not preclude INTELSAT from filing additional comensatory claims, or to claim additional damage compensation to which they are legally entitled.
X. Confidential clause
INTELSAT and the client agree to make everything possible to maintain confidentiality on all information that the parts present under confidential and that is made in writing, or marked with a seal or appropriate legend, as confidential, private property or limited distribution. None of the parts will reveal information that the other has designed as confidential, private property or limited distribution, except to its employees or agents in the manner in which is required by the exclusive objective of fulfilling the responsibilities assigned in the present contract or establish and supply services through the granted assignments in virtue of the present contract.
XI. Notifications Notifications, reports, payments or any other correspondences related with the present contract, should be sent to the following addresses:
For the client: For INTELSAT: Telecomunicaciones IMPSAT International
Av. ---- de Miranda, Torre La Primera Telecommunications
(INTELSAT) Piso 14, Ofic. A. Campo Alegre 3400 International Drive
Caracas, Venezuela Washington, DC 20008-
USA Atencion: Laura Ferraris Vice Presidente Electivo Attention: Len Dooley Tel
It will be considered that such notifications, informs, communications or payments have been appropriately delivered when they are hand-delivered, sent by certified mail or registered mail, telex, fax or, in the case of payments, by sending it by cash, checks sent to the commercial account of the client, certified checks, or directly deposited to the client's account. All the payments between the client and INTELSAT required by the current contract shall be done in American dollars or in a currency that is easily and freely converted into American dollars. All the parties agree to maintain this information current to the present day, and to mutually notify each other promptly in case of a change, giving the appropriate information related to the billing, utilization of the assigned capacity, and communications in general. XII. Problem Solving
The parts agree to solve all controversies or claims that arise with respect to the present contract, or in relation with the services provided i