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EXHIBIT 10.8
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EXHIBIT 10.8
This is a fair and accurate English translation of a Spanish language document
as required by Rule 306(a) Regulation S-T.
/s/ ▇▇▇▇ ▇▇▇▇▇▇
------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, Administration
and Chief Accounting Officer
IMPSAT Corporation
October 24, 1996
SERVICE CONTRACT
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:
1. Definitions
"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.
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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.
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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.
VIII. Transfer
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.
IX. Rescission
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
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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
Organization for
Satellite
Av. ---- ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ La Primera Telecommunications
(INTELSAT)
Piso 14, Ofic. ▇. ▇▇▇▇▇ Alegre 3400 International Drive
NW
Caracas, Venezuela Washington, DC 20008-
3098
USA
Atencion: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice Presidente Electivo Attention: ▇▇▇ ▇▇▇▇▇▇
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.
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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 in
virtue of the same within sixty (60) days, or longer if mutually agreed upon,
from the date that one of the parts notified the other in writing of such
controversy or claim. If the parts do not reach an agreement during said
period, either one of them can submit the controversy or claim for its
resolution by arbitration in accordance with the rules of "UNCITRAL"
arbitration viable on the date of the contract. In agreement with said rules,
the American Arbitration Association will have authority to appoint
arbitrators, and the arbitration will take place in Washington, DC, USA.
XIII. Laws that rule the contract
The present contract will be ruled by the laws of the District of
Columbia, USA, except with respect of dispositions related with the conflicts
between different laws. The rights and resources awarded in virtue of the
present or other rights and resources will be cumulative will be able to be
practiced individually or concurrently. If any of the parts would not enforce
its rights in virtue of the present or other rights, that does not mean that it
forfeits the right to enforce said rights or any other rights in the future. In
the case that nullification would be determined of any disposition of the
present contract, that will not affect other dispositions of the same, and the
nullified disposition should be replaced with an acceptable disposition in
accordance with the original intentions of the parts.
Each part acknowledges to have read and understood the dispositions of
the present contract, and agrees to submit to said dispositions.
--------------------------------------------------------------------------------
IN WITNESS WHEREOF the parts have International Organization of
("Client")
Satellite Telecommunications
("INTELSAT") instructed its representatives duly authorized to sign the present
contract.
By: By:
------------------------ -----------------------
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------- ------------------
Title: Group Director Latin America Title: President
---------------------------- ----------
Date: 26 September 94 Date: 11 August 1994
--------------- --------------
CERTIFICATE
I hereby, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ PRINCIPAL DIRECTOR
of IMPSAT TELECOMMUNICATIONS, S.A., certify that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, who executed
the previous instrument is in charge of PRESIDENT and is duly authorized to
execute the above mentioned contract in name of IMPSAT TELECOMMUNICATIONS, S.A.
In witness whereof, I sign the present on AUGUST 11, 1994
----------------------------
(Signature)
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TABLE 1
MATCHING AND DISTRIBUTION ORDER
FOR VENEZUELA #4, SVO-L6064 ON INTELSAT 705 AT LOCATION 310 DEGREE E
==============================================================================================================
ACTIVATION TOTAL BAND BAND BAND INVOICING INVESTMENT
AMPLITUDE AMPLITUDE AMPLITUDE DISTRIBUTION PORTION DISTRIBUTION
FOR FOR FOR IN PERCENTAGE IN PERCENTAGE
EARLY TELECO IMPSAT - (%) (%)
LEASE MCOLOMBIA VENEZUELA =====================-------------------------------
ACTIVATION (MHz) (MHz) TELECO M CANTV TELECO M CANTV
(A+B) (A) (B)
--------------------------------------------------------------------------------------------------------------
Mar 95 1 1 0 100 0 100 0
--------------------------------------------------------------------------------------------------------------
Apr 95 1 1 0 100 0 100 0
--------------------------------------------------------------------------------------------------------------
May 95 1 1 0 100 0 100 0
--------------------------------------------------------------------------------------------------------------
Jun 95 3 3 0 100 0 100 0
--------------------------------------------------------------------------------------------------------------
Jul 95 8 5 3 62.5 37.5 62.5 37.5
--------------------------------------------------------------------------------------------------------------
Aug 95 10 6 4 60 40 60 40
--------------------------------------------------------------------------------------------------------------
Sep 95 13 9 4 69.23 30.77 69.23 30.77
--------------------------------------------------------------------------------------------------------------
Oct 95 15 10 5 66.67 33.33 66.67 33.33
--------------------------------------------------------------------------------------------------------------
Nov 95 17 11 6 64.7 35.3 64.7 35.3
--------------------------------------------------------------------------------------------------------------
Dec 95 20 12 8 60 40 60 40
--------------------------------------------------------------------------------------------------------------
Jan 96 22 13 9 59.1 40.9 59.1 40.9
--------------------------------------------------------------------------------------------------------------
Feb 96 36 24 12 66.67 33.33 66.67 33.33
--------------------------------------------------------------------------------------------------------------
Mar 96 36 24 12 66.67 33.33 66.67 33.33
--------------------------------------------------------------------------------------------------------------
Apr 96 36 24 12 66.67 33.33 66.67 33.33
--------------------------------------------------------------------------------------------------------------
May 96 36 24 12 66.67 33.33 66.67 33.33
--------------------------------------------------------------------------------------------------------------
Jun 96 36 24 12 66.67 33.33 66.67 33.33
--------------------------------------------------------------------------------------------------------------
Jul 96 36 24 12 66.67 33.33 66.67 33.33
--------------------------------------------------------------------------------------------------------------
Aug 96 43 31 12 72.09 27.01 72.09 27.01
==============================================================================================================
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TO: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-Sanfeliu
Regional Director for Latin America
Fax: ▇▇▇-▇▇▇-▇▇▇▇
FROM: Engineer ▇▇▇▇▇ ▇▇▇▇▇
IMPSAT de Venezuela
▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
TELECOM - Colombia
Engineer ▇▇▇▇▇▇ ▇▇▇▇▇
CANTV - Venezuela
SUBJECT: GR and request for matching for Lease #4
Venezuela SVO-L6064 on I-705 and 310-E
------------------------------------------------------------------------
Date: (date)
Dear ▇▇▇▇▇▇:
With respect to our GR of 64 MHz on T41 of the IS-705 for 5 years and 4 months
(Venezuela #4 SVO-L6064) and with commencement date of February 15, 1996,
please note the following modification:
1. The GR will be changed to not be subject to the right of priority for
10 years and effective February 15, 1996 with an early activation itinerary as
described in Table 1.
2. Effective in March 1995, the Colombian Signatory will join the lease
in question as a committed participant. CANTV, Venezuela's Signatory, agrees
with the placement of TELECOM, Colombia's Signatory, as participant in the
gradual space training segment on satellite 705 at 310-E, as shown in the
attached Table 1. The portion of the investment and the invoicing will be
divided as indicated in the table. This division is in proportion to the
frequency used in Colombia throught TELECOM with respect to the total frequency
leased by IMPSAT in Venezuela.
AGREEMENT: ---------------------------
▇▇▇▇▇ ▇▇▇▇▇
IMPSAT de Venezuela
---------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
TELECOM Colombia
---------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
CANTV Venezuela
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[duplicate of previous page]
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[letter in English]
[fecha de Envio]
Date Sent: August 15, 1995
[Enviada por]
Sent by: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Rey
[3 paginas incluyendo esta cubierta]
3 pages including this cover
To: Engineer ▇▇▇▇▇ ▇▇▇▇▇
IMPSAT de Venezuela
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Engineer ▇▇▇▇▇▇ ▇▇▇▇▇
CANTV - Venezuela
Fax: (58) (▇) ▇▇▇-▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ - Columbia
Fax: 571) (▇) ▇▇▇-▇▇▇▇
From: NAME: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇
DEPARTMENT: Regional Director for Latin America
REFERENCE: LAGRP\Venezuela\IMPAST\la95_431
SUBJECT: Lease SVO-L-6064 in satellite I-705 at 310-E
[balance of letter is in English]
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telex: (WUI) 64280
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
INTELSAT
Date Sent: August 15, 1995
Sent By: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Rey
URGENT
3 pages including this cover
--------------------------------------------------------------------------------
Para: Ing. ▇▇▇▇▇ ▇▇▇▇▇
IMPSAT de Venezuela
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Ing. ▇▇▇▇▇▇ ▇▇▇▇▇
CANTV - Venezuela
Fax: (58)(▇) ▇▇▇-▇▇▇▇
▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇
Fax: (571)(▇) ▇▇▇-▇▇▇▇
--------------------------------------------------------------------------------
From: NAME: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Sanfelic
DEPARTMENT: Regional Director for Latin America
REFERENCE: LAGRP\Venezuela\IMPSAT\la95_431
SUBJECT: Lease SVO-L6064 in satellite I-705 at 310-E
--------------------------------------------------------------------------------
Ariel/▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇
Due to changes in the activation growth of lease Venezuela #4, SVO-L6064, we
are sending you the agreed parameters of the Guaranteed Reservation and the
correct format for the matching order between Venezuela and Colombia.
If you agree that all the format data for the matching order and Table 1 are
correct, all that is necessary is the signature of each participant in the
agreement (IMPSAT, Telecom and CANTV) and for it to be returned to me at
INTELSAT, as soon as possible.
We take this opportunity to inform IMPSAT of Venezuela that the maximum
capacity of this activation is 43 MHz, and if they wish, they could opt for a
FRR to add 9 MHz of capacity.
Greetings,
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SQUARE 1 (IV)
VENEZUELA
Transmission Parameters
for necessary Capacity for channels of 64 Kbps,
in PAS-1 North Orientation
Transponder Number 7A
Transponder Central Frequency MHz 5.965 3.740
(Ascending/Descending Link)
Assigned Inferior Frequency MHz 5.977 3.752
(Ascending/Descending Link)
Assigned Superior Frequency MHz 5.983 3.758
(Ascending/Descending Link)
Link Polarization HORIZONTAL HORIZONTAL
(Ascending/Descending)
Transponder Total Bandwidth MHz 36
Maximum Bandwidth Available (Note 1) MHz 6
Caracas Contour
Reference
-3dB
Satellite G/T dB/K -0.1 -3.1
Total Operative Flow Density dBw/K -104.68 -107.68
Maximo disponible EIRP (Nota 2) dB/w 27.12 24.12
Intermodulation Nominal Density dBw/Hz -56.00 -59.00
Minimum Co-Canal C/1 dB 27.0 27.00
Notes:
1)A minimum band guard must be supplied at each end of the
distributed bandwidth which is equal to 5% of the adjacent
carrier bandwidth at the end of the band.
2)The potencies shown are added among all the carriers
assigned to IMPSAT. The added EIRP should not be exceeded and the
entry levels will be adjusted accordingly.
3)The average intermodulation noise density is estimated over
the assigned bandwidth. The peak density may surpass the average
by 6 dB. The transponder is operated with a nominal exit backoff
of 4.0 dB.
4)Thecapacity is based in simplex circuits 1/2 QP8K of 64
KBP8 and simplex circuits R3/4 QP8K of 64 KBP8.
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SQUARE 2 (IV)
VENEZUELA
Transmission Parameters
for necessary Capacity for channels of 64 Kbps,
in PAS-1 Haz Latino
Transmission Parameters
Transponder Number 13
Transponder Central Frequency MHz 6.184 3.959
(Ascending/Descending Link)
Assigned Inferior Frequency MHz 6.203.70 3.978.70
(Ascending/Descending Link)
Assigned Superior Frequency MHz 6.204.35 3.979.35
(Ascending/Descending Link)
Link Polarization VERTICAL VERTICAL
(Ascending/Descending)
Transponder Total Bandwidth MHz 72
Maximum Bandwidth Available (Note 1) MHz 0.65
Caracas Contour
Reference
-3dB
Satellite G/T dB/K -1 -2.5
Total Operative Flow Density dBw/K -115.35 -110.67
Maximo disponible EIRP (Nota 2) dB/w 15.02 13.52
Intermodulation Nominal Density dBw/Hz -59.9 -61.40
Minimum Co-Canal C/1 dB 22 22
Notes:
1)A minimum band guard must be supplied at each end of the
distributed bandwidth which is equal to 5% of the adjacent
carrier bandwidth at the end of the band.
2)The potencies shown are added among all the carriers
assigned to IMPSAT. The added EIRP should not be exceeded
and the entry levels will be adjusted accordingly.
3)The average intermodulation noise density is estimated over
the assigned bandwidth. The peak density may surpass the
average by 6 dB. The transponder is operated with a nominal
exit backoff of 4.0 dB.
4)The capacity is based in simplex circuits 1/2 QP8K of 64
KBP8 and simplex circuits R3/4 QP8K of 64 KBP8.
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