1
EXHIBIT 10.9
2
EXHIBIT 10.9
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
THIS CONTRACT is made as of this __ day of __, 1988 by and between
Xxxxxx Network Systems, Inc., 00000 Xxxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000, a
Delaware Corporation ("Seller") and IMPSAT, S.A., Xxxxxxxx 0000 - 0 xxxxxxx
Xxxx, 0000 - Xxxxxx Xxxxx, Xxxxxxxxx, an Argentinian Corporation ("Buyer"), for
the sale of equipment and related services and the licensing of related
software for the purpose of establishing Buyer as an OEM supplier of Integrated
Satellite Business Networks(TM) ("ISBNs(TM)").
In consideration of the mutual covenants contained herein, the parties
agree as follows:
I. SCOPE
A. Initial Order
In accordance with the terms and conditions set forth herein, the
Statement of Work attached hereto as Exhibit A ("SOW") and the Technical
Specification attached hereto as Exhibit F (which three documents will govern
in the order of precedence just recited), Seller will provide to Buyer the
equipment, software, and services set forth in Section 2, Deliverables of
Exhibit A hereto ("Initial Order").
B. Additional Purchases
Seller agrees to sell to Buyer and Buyer will have the right to
purchase from Seller during the term of this Contract, additional equipment,
software and services listed in Section 2. ISBN(TM) System Equipment Options,
of Exhibit C ("Additional Purchase(s)"). Orders for Additional Purchases will
refer to and be governed by the terms and conditions of this Contract, unless
otherwise explicitly agreed in writing.
C. OEM Relationship
Buyer will add value to equipment purchased under this Contract and
will resell them under its own label. Exhibit D includes the manufacturing
license and technical assistance draft agreement.
II. TERM OF CONTRACT
Notwithstanding execution of this Contract, this Contract will not be
Effective until Buyer receipt of EXIM bank financing and Seller receipt of a
related letter of credit, INTELSAT authorizes operation of the proposed VSATs
over the selected INTELSAT transponder, and Buyer pays Seller the five (5)
percent initial
Notwithstanding execution of this Contract, this Contract will
not be Effective until Buyer pays Seller the five (5) percent
down payment as required by Exhibit C."
The term of this Contract will extend from the Effective Date for a
period of 5 years, and will continue thereafter until terminated by either
party by sixty (60) days prior written notice or as otherwise provided herein.
III. CONTRACT PRICES
A. Prices for the initial Order
Buyer will pay to Seller for the Initial Order the prices set forth in
Section 1 of Exhibit C.
Use of contract data is subject to restriction on title page.
1
3
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
B. Prices For Additional Purchases
1) Buyer will pay to Seller, for Additional Purchases, the prices
set forth in Exhibit C subject to adjustments as set forth in this Contract.
2) Prices for Additional Purchases will remain fixed until
January 1, 1990. At any time thereafter during the term of this Contract.
Seller may increase prices with ten (10) days prior notice to Buyer, not more
than once each calendar quarter, at a rate not to exceed seven and one-half
percent (7 1/2%) per year cumulative from the Effective Date.
3) Price increases provided for in Paragraph B.2 above will apply
to orders placed after the effective date of the price increase and to portions
of orders for which Buyer has requested delivery six (6) months or more after
the effective date of such price increase.
C. Additional Charges
In addition to the prices set forth in Exhibit C for the Initial Order
and for Additional Purchases. Buyer will pay to Seller any customs, duties or
taxes imposed by a jurisdiction outside the United States. If Seller arranges
shipping beyond U.S. port of embarkation, shipping costs for the Initial Order
or Additional Purchases, if any, incurred by Seller will be billed to Buyer at
Seller's cost plus a ten percent (10%) handling charge, except that shipping
charges for PES(TM) remote terminals will be as set forth in Exhibit C. Other
charges which Seller may be required to pay or collect upon with respect to the
Initial Order or Additional Purchases or any part thereof, will be billed to
Buyer at Seller's cost.
IV. PAYMENT TERMS
Buyer will make each payment under this Contract in accordance with
the payment terms stated in Exhibit C. A late payment charge, at an annual rate
of the lesser of (i) the current prime rate (or equivalent), as last quoted by
The Wall Street Journal prior to the due date of the payment, plus two percent
(2%), or (ii) the maximum rate allowed by applicable law, will be applied to
any payment not received by the due date thereof.
V. DELIVERY, TITLE AND RISK OF LOSS
A. Delivery
1) Delivery of Initial Order equipment shall be F.O.B. U.S. port
of embarkation, cleared for export according to the scheduling requirements set
forth in the SOW. Seller will arrange for shipment of Initial Order equipment
to a location designated by Buyer in accordance with the provisions of Exhibit
C.
2) Seller will deliver Additional Purchases equipment F.O.B. U.S.
port of embarkation cleared for export on schedules to be mutually agreed upon.
Seller will arrange for shipments of Additional Purchases equipment to a
location designated by Buyer in accordance with the provisions of Exhibit C.
3) In the event that any equipment is ready for delivery in
accordance with the delivery schedule and Seller delays shipments thereof
pursuant to Buyer's request or because Buyer is not prepared to accept such
scheduled delivery. Seller will notify Buyer that such equipment is available
for shipment, and will store
Use of contract data is subject to restriction on title page.
2
4
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
the equipment. Buyer will reimburse Seller for all reasonable and actual
storage or other expenses that Seller incurs by reasons of such delay and
storage. If redelivery has not occurred within fifteen (15) days, (but sixty
(60) days if Buyer needs the time to secure import clearance) Seller will
invoice Buyer, and Buyer will pay Seller for the equipment.
B. Title and Risk of Loss
Risk of loss thereof or damage to all or a portion of the equipment
will pass to Buyer at the time of shipment except that risk of loss or damage
for equipment to be installed by Seller will pass to Buyer upon installation.
Title to all or a portion of the equipment will pass to Buyer upon shipment.
VI. ACCEPTANCE
A. Acceptance
Buyer will accept the Initial Order and Additional Purchases or
portions thereof, as of the date of successful competition of the applicable
Acceptance Test described in the SOW. Promptly upon completion of the
Acceptance Test. Buyer will give its Acceptance or will notify Seller in
writing of the particulars in which the equipment or software does not conform
with the requirements of Exhibit F. Failure of Buyer to give such notice within
ten (10) business days after conduct of the applicable Acceptance Test will
constitute Acceptance by Buyer. Seller will promptly correct any
nonconformities of which it has written notice from Buyer and will notify Buyer
that the corrections are ready for retest and Acceptance. Upon successful
completion of such retest, Buyer will give its Acceptance.
B. Qualified Acceptance
Qualified acceptance by Buyer ("Qualified Acceptance") will occur upon
determination by Buyer, and written notification to Seller thereof, that
equipment or software, although not yet accepted, is suitable for beneficial
use. Buyer will have the right of free access to and use of any equipment
of software with respect to which Qualified Acceptance has occurred.
Qualified Acceptance will be deemed to constitute Acceptance for purposes of
(i) the payment schedules set forth in Exhibit C and Buyer agrees to pay Seller
in accordance with such schedule to the extent that Qualified Acceptance has
occurred, (ii) passage of title under Section V(B) hereof, and (iii) start of
warranty. However, Qualified Acceptance will not relieve Seller from any of its
responsibilities under this Contract, including correction of deficiencies.
C. Liquidated Damages
If HNS is late in completion of Qualified Acceptance for the Hub and
initial PES(TM) units, then Buyer as its sole and exclusive remedy shall be
paid by HNS the following liquidated damages:
- 0.1% per work day on the value of Hub equipment for
the first month of delay
- 1% per week at the start of second month of delay
- Total damages will not exceed 10% of the value of
the Hub equipment.
- In the event such total damages reach 10% of the
value of the Hub equipment, Buyer may, at its option,
terminate this Agreement on 30 days notice, and
opportunity to cure.
D. Premium Payments
Use of contract data is subject to restriction on title page.
3
5
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
If HNS completes Qualified Acceptance for the Hub and Initial PES(TM)
units ahead of schedule, then Buyer will pay to HNS the following premiums:
- 0.05% per work day of the value of the Hub equipment for up to
one month advance completion
- 0.5% per week for more than one month advance completion
- Total premium will not exceed 5% of the value of the Hub
equipment.
VII. LICENSE OF SOFTWARE
A. Buyer acknowledges that any software supplied by Seller to
Buyer hereunder is subject to the proprietary rights of Seller and/or Seller's
vendor(s) (the "Licensor(s)"). Seller or its Licensor(s), as the case may be,
will retain title to all of the Software.
B. Subject to performance by Buyer of the terms and conditions of
this Contract, Seller hereby grants to Buyer and Buyer hereby accepts from
Seller a limited, nontransferable (except to Buyer's and user customers in
Argentina) nonexclusive license for sublicense, as applicable) to use the
Software solely in the operation of Seller equipment or equipment manufactured
by or for Buyer under the Manufacturing License and Technical assistance
Agreement between the Parties entered into or even date herewith, to commence on
delivery of the Software to Buyer and payment thereof by Buyer and to last for
the life of the Seller equipment.
C. Except as permitted by this Paragraph, Buyer will not (i) copy
or duplicate, or permit anyone else to copy or duplicate, any part of the
Software, or (ii) create or attempt to create, or permit others to create or
attempt to create, by reverse engineering or otherwise, the source programs or
any part thereof from the object programs or from other information made
available under this Contract. Buyer may at its own expense) make one copy of
the Software (except for the source program) for archive purposes.
D. Buyer will not, directly or indirectly, sell, transfer, offer,
disclose, lease (as lessor), or license the Software to any third party,
except that subject to the terms of this Contract. Buyer may sublicense to a
third party purchaser, leasee or user of the equipment the right solely to use
the software in the operation of the equipment.
E. If Seller produces any new features or functional changes in
the software after delivery of the software hereunder, which it makes generally
available to its customers. Buyer shall have the right to obtain such new
features or functional changes at the prices then in effect including Seller's
standard purchase price and recurring maintenance charges. If Buyer elects to
purchase the software containing such new features or functional changes, such
software is also covered by this license.
VIII. LIMITED WARRANTIES, DISCLAIMERS, PROCEDURES
A. Seller will deliver good title to all or any part of the
Initial Order or Additional Purchases that is to become the property of Buyer
pursuant to this Contract, free from any and all liens, claims, or
encumbrances.
B. Subject to the terms and conditions hereof, Seller warrants
for a period of one year, commencing upon the date(s) of Buyer's Acceptance
thereof ("Warranty Period"), modules or assembled units tested by Seller and
provided to Buyer pursuant to this Contract against defects in material and
workmanship that
Use of contract data is subject to restriction on title page.
4
6
IMPSAT, S.A. OEM Contract
E-5349 (9/88P)
cause a failure to perform in accordance with the specifications set forth in
this Contract ("Defects"). Seller shall, as its sole liability for breach of
Warranty and at its option and expense in accordance with Paragraph D below,
promptly repair or replace, or cause to be repaired or replace or cause to be
repaired or replaced, any Seller equipment that proves to have a Defect during
such Warranty Period.
C. Subject to the terms and conditions hereof, Seller warrants
that the Software developed by Seller and provided Buyer pursuant to this
Contract ("Seller's Software") will, when property installed on the equipment
on which it is designated by Seller for use, perform in accordance with the
specifications in this Contract. As its sole liability hereunder for Seller's
Software, upon Acceptance. Seller will commence software maintenance in
accordance with the Statement of Work, provided for in the ISBN(TM) System
Maintenance Services Agreement between the parties.
D. The limited warranties set forth in this Article, except for
the warranty of title, are contingent upon Buyer's notifying Seller or an
alleged Seller equipment defect during the warranty periods defined herein.
Repair, replacement, amendment, or alteration will be performed in accordance
with Seller's standard practices with respect to such equipment. Buyer shall be
responsible for the return of equipment to Seller's designed repair location,
freight prepaid and packed to assure safe arrival. Seller shall return
repaired, replaced, amended or altered equipment, freight prepaid and packed to
assure safe arrival to Buyer's designated location in Argentina.
E. The limited warranties set forth in this Article will not
apply with respect to (i) Seller equipment that has been subject to unauthorized
alteration, modification, or repair, or (ii) defects or failures resulting from
improper handling, storage, operation, interconnection, or installation;
failure to continually provide a suitable installation and operational
environmental or any other cause beyond the range of normal usage for the
equipment (except, in all of the foregoing cases, when caused by Seller).
F. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, SELLER NEITHER MAKES,
NOR ASSUMES ANY LIABILITY UNDER, ANY WARRANTIES (WHETHER EXPRESS, IMPLIED, OR
STATUTORY) ON OR WITH RESPECT TO THE INITIAL ORDER AND/OR ADDITIONAL PURCHASES
OR ANY COMPONENT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED CONDITIONS
OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Service
of Seller equipment, in the manner and for the period of time provided above,
and Seller's satisfaction of its obligations under the SOW will constitute
fulfillment of all liabilities of Seller to Buyer, whether based on contract,
negligence, or otherwise with respect to the equipment or the software
delivered to Buyer hereunder.
G. Any software and any equipment designed with an asterisk is
provided by Seller "as is," provided that Seller will make available to Buyer
the benefits of any vendor or licensor original warranty. SELLER NEITHER MAKES
NOR ASSUMES ANY LIABILITY UNDER ANY WARRANTIES (WHETHER EXPRESS, IMPLIED, OR
STATUTORY) ON OR WITH RESPECT TO ANY SUCH EQUIPMENT OR SOFTWARE, INCLUDING ANY
IMPLIED CONDITIONS OR WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
IX. MAINTENANCE AND SPARE PARTS SUPPORT
Seller will make available spare parts and maintenance services for
all equipment sold under this Contract for a period of not less than seven
(7) years from the Effective Date. In the event Seller is unable to supply such
spare parts because of bankruptcy or being otherwise out of business. Seller
will provide Buyer
Use of contract data is subject to restriction on title page.
5
7
IMPSAT, S.A. OEM Contract
E-5349 (9/88P)
with all necessary drawings and engineering detail as necessary to allow Buyer
to maintain ISBN(TM) equipment.
The standard ISBN(TM) maintenance service agreement is included in
Exhibit E and will be executed by IMPSAT, S.A. and HNS.
X. PROPRIETARY INFORMATION
A. Seller and Buyer, to the extent of their contractual and
lawful right to do so, will exchange proprietary or confidential information as
reasonably necessary for each to perform its obligations under this Contract.
All information relating to this Contract provided by either party to the
other, whether oral or written, and when identified as confidential in writing,
and all Software will be and is hereby deemed to be confidential and
("Proprietary Information").
B. Except as set forth in Paragraph C below, a party receiving
Proprietary Information pursuant hereto (the "Receiving Party"), will not,
without the prior written consent of the party disclosing such information the
"Disclosing Party"), (i) use any portion of the Proprietary information for any
purpose other than the purpose of this Contract, or (ii) disclose any portion
of the Proprietary information to any persons or entities other than the
employees, manufacturing subcontractors, and consultants of the Receiving Party
and Seller's subcontractors) who reasonably need to have access to the
Proprietary information in connection with the purposes of this Contract and
who have agreed to protect Proprietary information as though they were a party
to this Contract.
C. A Receiving Party will not be liable for disclosure of
Proprietary information, or part thereof, if the Receiving Party can
demonstrate that such Proprietary information (i) is in the public domain at
the time it is disclosed or subsequently entered the public domain through no
fault of the Receiving Party; (ii) is known to or in the possession of the
Receiving Party at the time of receipt; (iii) became known to the Receiving
Party from a source other than the Disclosing Party without breach of this
Section by the Receiving Party; or (iv) is disclosed more than five (5) years,
except fifteen (15) years for Software, after the date of receipt of the
Proprietary Information by the Receiving Party. In the event of any legal
action or proceeding or asserted legal requirement for disclosure of
Proprietary Information furnished hereunder, the Receiving Party will promptly
notify the Disclosing Party and, upon the request and at the expense of the
Disclosing Party, will cooperate with the Disclosing Party in lawfully
contesting such disclosure. Except in connection with any failure to discharge
its responsibilities under the preceding sentence, the Receiving Party will not
be liable for any disclosure pursuant to court order.
D. Proprietary information will remain the property of the
Disclosing Party and will, at the Disclosing Party's request and after it is no
longer needed for the purposes of this Contract, promptly be returned thereto
or be destroyed, together with all copies made by the Receiving Party and by
anyone to whom such Proprietary Information has been made available by the
Receiving Party in accordance with the provisions of this Section.
XI. LIMITATION OF LIABILITY.
Seller will be liable for any direct and proximate damages that Buyer
may suffer as a consequence of material breach by the Seller of its duties
according to the Contract. Notwithstanding any other provision of this
Contract, the remedies of Buyer set forth herein are exclusive and the
liability of Seller with respect to
Use of contract data is subject to restriction on title page.
6
8
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
the Initial Order or Additional Purchases, will not exceed return of monies paid
for goods not accepted (in the case of the hub, after System Acceptance Test)
plus ten percent (10%) of the lesser of price of the Initial Order or
Additional Purchases or part thereof on which such liability is based. IN NO
EVENT WILL SELLER BE LIABLE TO BUYER OR ANYONE ELSE FOR SPECIAL, COLLATERAL,
EXEMPLARY, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT
LIMITATION, LOSS OF GOODWILL, LOSS OF PROFITS OR REVENUES, LOSS OF SAVINGS, LOSS
OF USE, INTERRUPTIONS OF BUSINESS, AND CLAIMS OF CUSTOMERS) WHETHER SUCH
DAMAGES OCCUR PRIOR TO SUBSEQUENT TO, OR ARE ALLEGED AS A RESULT OF, TORTIOUS
CONDUCT OR BREACH OF ANY OF THE PROVISIONS OF THIS CONTRACT, EVEN IF SELLER HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
XII. PATENT AND COPYRIGHT INDEMNITY
A. Seller agrees to resist or defend at its own expense any
request for royalty payments or any claim for equitable relief or damages
against Buyer based on an allegation that the manufacture of any Seller
equipment or the use, lease, or sale thereof or that any documentation
infringes any United States or Argentinian patent or copyright, and to pay any
royalties and other costs related to the settlement of such request and to pay
the costs and damages, including attorney's fees, finally awarded as the result
of any suit based on such claim, provided that Seller is given prompt written
notice of such request or claim by Buyer and given authority and such
reasonable assistance and information as Seller requests in writing and as it
is available to Buyer for resisting such request or for the defense of such
claim.
B. In the event that, as a result of any such suit (i) prior to
delivery, the manufacture of any item supplied by Seller hereunder is enjoined,
or if after delivery, the use, lease or sale thereof is enjoined. Seller will,
at its option and expense, either (a) negotiate a license or other agreement
with plaintiff so that such item is no longer infringing, (b) modify such item
suitably or substitute a suitable item therefore, which modified or substituted
item is not subject to such injunction, and to extend the provisions of this
Article thereto, or, if (a) or (b) cannot be effected by Seller's reasonable
and diligent efforts, (c) repurchase enjoined items at their then current value
on Buyer's books, and (d) compensate Buyer for the direct and proximate damages
suffered by it as a consequence of that injunction.
C. Notwithstanding the above, Seller will not be liable for any
damages or costs resulting from claims (i) that Seller's compliance with
Buyer's designs, specifications, or instructions, (ii) that use of any item
provided by Seller in combination with products not supplied by Seller, or
(iii) that a manufacturing or other process carried out by or through Buyer and
utilizing any item provided by Seller constitutes either direct or contributory
infringement of any United States patent (such claims being collectively
referred to herein as "Other Claims"). Buyer will indemnify Seller from any and
all damages and costs (including settlement costs) finally awarded or agreed
upon for infringement of any United States patent or copyright in any suit
resulting from Other Claims, and from reasonable expenses incurred by Seller in
defense of such suit if Buyer does not undertake the defense thereof.
D. In no event will Seller or Buyer be liable for damages
hereunder in excess of the contract price or for consequential damages or
costs. This indemnity is in lieu of any other indemnity or warranty, express or
implied, with respect to patents and copyrights.
Use of contract data is subject to restriction on title page.
7
9
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
XIII. RESPONSIBILITIES OF BUYER
Buyer will, at is own expense, preform its responsibilities, in
accordance within the requirements and schedule(s) set forth in the SOW.
XIV. FORCE MAJEURE
Seller will not be liable for nondelivery, delay in delivery or
installation, or any other impairment of performance hereunder in whole or in
part caused by the occurrence of force majeure, including but not limited to
war (whether an actual declaration thereof is made or not), sabotage,
insurrection, rebellion, riot or other act of civil disobedience, act of a
public enemy, failure or delay in transportation, failure of or delay in
performance of Buyer's obligations under this Contract, act of any government
or any agency or subdivision thereof, judicial action, labor dispute, fire,
accident, explosion, epidemic, quarantine, restrictions, storm, flood,
earthquake or other Act of God, or shortage of labor, fuel, raw material, or
machinery, where Seller has exercised ordinary care in the prevention thereof.
If any such contingency occurs. Seller and Buyer will agree on a new schedule
and the delivery requirements of this Contract will be amended accordingly.
XV. GENERAL
A. Export Control/Regulations
It is expressly agreed that the execution of this Contract and the
subsequent delivery of the Initial Order and Additional Purchases under this
Contract will be subject to all applicable export controls imposed or
administered by the U.S. Department of Commerce as well as by any other U.S.
Government Agency that may impose any such controls, including but not limited
to the export of technical data, equipment, software and know-how.
B. Assignment
This Contract is not assignable by either party without the prior
written consent of the other party hereto, except that Seller may assign this
Contract to any affiliate or surviving corporation without the prior written
consent of Buyer.
C. Governing Law and Arbitration
1) This Contract, the rights and obligations of the parties
hereto, and any claims or disputes relating thereto, will be governed by and
construed in accordance with the laws of Switzerland.
2) All disputes arising out of or in connection with the Contract
which cannot be amicably solved shall be settled in accordance with the Rules
of Conciliation and Arbitration of the International Chamber of Commerce, by
three (3) arbitrators appointed in accordance with said rules. The arbitrator's
award shall be final and binding upon the parties hereto and may be entered as
a judgement into any court having jurisdiction. The seat of arbitration shall
be Geneva. Switzerland and arbitration will be conducted in English.
Use of contract data is subject to restriction on title page.
8
10
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
D. Notices
All notices, demands, requests, or other communications that may be or
are required to be given, served, or sent by either party to the other party
pursuant to this Contract will be in writing and will be mailed by first-class,
registered or certified mail, return receipt requested, postage prepaid, or
transmitted by hand delivery, telegram, or telex, addressed as follows:
If to Seller:
Xxxxxx Network Systems, Inc.
00000 Xxxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
X.X.X.
Attention: Director, VSAT Contracts Administration
If to Buyer:
IMPSAT, X.X.
Xxxxxxxx 0000-0 xxxxxxx Xxxx
0000 - Xxxxxx Xxxxx
Xxxxxxxxx
Either party may designate by written notice a new address to which
any notice, demand, request, or communication will be delivered as provided
above.
E. Program Manager
Each party will promptly appoint a Program Manager who will be
authorized to represent the appointing parties in all the matters within the
scope of, but not amending or interpreting this Contract.
F. Changes
Buyer shall have the right, by written notice to Seller, to request
changes to this Contract. If any such requested change would result in a change
in the cost to Seller, in the time for Seller performance, or would otherwise
effect any term of this Contract, Seller shall so notify Buyer within thirty
(30) business days of its receipt of the request, and will then advise Buyer of
any proposed adjustment in the price, time for performance, or other affected
term. Upon reaching mutual agreement, both parties shall execute a Contract
amendment and this Contract shall be deemed modified accordingly as of the date
both parties have affixed their signatures.
Seller shall have the right to make product changes that do not affect
form, fit, or function without prior notice.
G. Entire Understanding
This Contract supersedes and replaces any and all prior agreements,
understandings or arrangements, whether oral or written, heretofore made
between the parties and relating to the subject
Use of contract data is subject to restriction on title page.
9
11
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
matter hereof, and together with the Exhibits attached hereto constitutes the
entire understanding of the parties with respect to the subject matter of this
contract. This Contract, may not be altered or amended except by an express
written agreement signed by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Contract or
have caused this Contract to be duly executed on their behalf effective as of
the date first written above.
Xxxxxx Network Systems, Inc. IMPSAT S.A.
------------------------------ ------------------------------
By: By:
------------------------------ ------------------------------
Name Name
------------------------------ ------------------------------
Title Title
Industries Metalurgicas Pescarmona S.A.I.C.F. guarantees the
performance by IMPSAT, S.A. of its obligations under this Contract and the
related Manufacturing License and Technical Assistance Agreement and System
Maintenance Services Agreement.
-----------------
For IMPSA
Use of contract data is subject to restriction on title page.
10
12
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
EXHIBIT C
DRAFT
PAYMENT AND PRICE SCHEDULE
September 16, 1988
All information contained in or disclosed by this document is
confidential and proprietary to Xxxxxx Network Systems, Inc. By accepting this
material the recipient agrees that this material and the information contained
therein will be held in confidence and will not be reproduced in whole or in
part except for purposes of this contract. It is understood that no right is
conveyed to reproduce or have reproduced any item herein contained without
express written permission from Xxxxxx Network Systems, Inc.
13
14
EQUIHNS.XLS
UNIT.PRICES INITIAL TOT. PRICES TOT. PRICES
DESCRICION DE EQUIPOS WO/DISC. ORDER WO/DISC. W/ 10% DISC.
USS C/U USS USS
NETWORK STARTUP EQUIPMENT 338,900 1 338,900 305,010
BASEBAND EXPANSION RACK 38,900 1 38,900 35,010
IF EXPANSION RACK 88,900 0 0 0
BCD 22,000 10 220,000 198,000
DPC 15,500 6 93,000 83,700
LIM RS-232 6,335 22 139,370 125,433
LIM V.35 6,335 0 0 0
SINCRONOUS BIT TRANSPARENT 8,880 2 17,760 15,984
DPC REDUNTANTE 47,800 2 95,600 86,040
VOICE STARTUP EQUIPMENT 16,600 0 0 0
VPC 13,350 0 0 0
SYSTEM IF DISTRIBUTION EQUIPMENT 15,000 0 0 0
SUBTOTAL 1 943,530 849,177
SYSTEM CONTROL CENTER 178,850 1 178,850 160,965
SYSTEM ENGINEERING 275,000 1 275,000 247,500
SOFTWARE 33,000 1 33,000 29,700
OUTROUTE MODEM 17,780 1 17,780 16,002
BCD (4 TARJETAS) 22,000 1 22,000 19,800
PROCESSOR MODULE 5,000 3 15,000 13,500
LIM 4,500 3 13,500 12,150
LIM I/0 RS 232 2,200 1 2,200 1,980
LIM I/0 V.35 2,200 0 0 0
LIM I/0 RS 449 2,600 1 2,600 2,340
TX/RX CONTROLLER (3 TARJETAS) 22,500 1 22,500 20,250
POWER SUPPLY 2,200 3 6,600 5,940
VIM Y VIM I/O 13,350 0 0 0
BCD BUS REPETER MODULE 2,100 1 2,100 1,890
BUS REPEATER MODUL 2,000 0 0 0
MMB JUMPER 300 1 300 270
MMB TERMINATOR 200 1 200 180
BCD BRM TERMINATOR 1,500 1 1,500 1,350
BLOWER 400 0 0 0
IF AMPLIFIER FOR NET DIST CHASSIS 700 0 0 0
SCC - SOC INTERFACE CARD 8,890 1 8,890 8,001
SCC - SIC INTERFACE CARD 9,750 1 9,750 8,775
IF AMPLIFIER FOR SYSTEM DIST XXXX 400 1 400 360
IF DISTRIBUTION POWER SUPPLY 400 0 0 0
SUBTOTAL 2 125,320 112,788
PACKING AND SHIPPING TO PORT 5,990 1 5,990 5,990
GENERAL TOTAL 1,561,690 1,406,120
15
EQUIHNS.XLS
UNIT.PRICES INITIAL TOT. PRICES TOT. PRICES
DESCRICION DE EQUIPOS WO/DISC. ORDER WO/DISC. W/ 10% DISC.
USS C/U USS USS
NETWORK STARTUP EQUIPMENT 338,900 1 338,900 305,010
BASEBAND EXPANSION RACK 38,900 1 38,900 35,010
IF EXPANSION RACK 88,900 0 0 0
BCD 22,000 10 220,000 198,000
DPC 15,500 6 0 0
LIM RS-232 6,335 22 139,370 125,433
LIM V.35 6,335 0 0 0
SINCRONOUS BIT TRANSPARENT 8,880 2 17,760 15,984
DPC REDUNTANTE 47,800 2 95,600 86,040
VOICE STARTUP EQUIPMENT 16,600 0 0 0
VPC 13,350 0 0 0
SYSTEM IF DISTRIBUTION EQUIPMENT 15,000 0 0 0
SUBTOTAL 1 850,530 765,477
SYSTEM CONTROL CENTER 178,850 1 178,850 160,965
SYSTEM ENGINEERING 275,000 1 275,000 247,500
SOFTWARE 33,000 1 33,000 29,700
OUTROUTE MODEM 17,780 1 17,780 16,002
BCD (4 TARJETAS) 22,000 1 22,000 19,800
PROCESSOR MODULE 5,000 3 15,000 13,500
LIM 4,500 3 13,500 12,150
LIM I/0 RS 232 2,200 1 2,200 1,980
LIM I/0 V.35 2,200 0 0 0
LIM I/0 RS 449 2,600 1 2,600 2,340
TX/RX CONTROLLER (3 TARJETAS) 22,500 1 22,500 20,250
POWER SUPPLY 2,200 3 6,600 5,940
VIM Y VIM I/O 13,350 0 0 0
BCD BUS REPETER MODULE 2,100 1 2,100 1,890
BUS REPEATER MODUL 2,000 0 0 0
MMB JUMPER 300 1 300 270
MMB TERMINATOR 200 1 200 180
BCD BRM TERMINATOR 1,500 1 1,500 1,350
BLOWER 400 0 0 0
IF AMPLIFIER FOR NET DIST CHASSIS 700 0 0 0
SCC - SOC INTERFACE CARD 8,890 1 8,890 8,001
SCC - SIC INTERFACE CARD 9,750 1 9,750 8,775
IF AMPLIFIER FOR SYSTEM DIST XXXX 400 1 400 360
IF DISTRIBUTION POWER SUPPLY 400 0 0 0
SUBTOTAL 2 125,320 112,788
PACKING AND SHIPPING TO PORT 5,990 1 5,990 5,990
GENERAL TOTAL 1,468,690 1,322,420
Page 1
16
[IMPSAT LOGO]
IMPSAT S.A.
PURCHASE ORDER
GENERAL OFFICES XXXXXX X.X. Date: 29 October 91
Xxxxxxx Xxxxxx 256 11717 Xxxxxxxxxxx Xxxx
0000 - Xxxxxx Xxxxx Xxxxxxxxxx ORDER: 20025
REPUBLICA ARGENTINA U.S.A. Amendment #1
TELEPHONE: # - (000)-000-0000 TELEPHONE: 0-(000)-000-0000
TELEFAX: # - (000)-000-0000 TELEFAX: 0-(000)-000-0000
Attn: Xxxxxxxxx Xxxxxx del Cerro Attn: Xxxx Xxxxxxxxx
Xxxx Xxxxxxxx
Xxxxxxx Xxxxx
--------------------------------------------------------------------------------
================================================================================
ITEM QTY DESCRIPTION U.PRICE T.PRICE
================================================================================
1 12 LIM / LIM I/O 6,300 75,600
--------------------------------------------------------------------------------
2 1 LIM / VIM I/O 12,210 12,210
--------------------------------------------------------------------------------
3 3 DPC 13,000 39,000
--------------------------------------------------------------------------------
4 1 BB Expansion Rack 29,900 29,900
--------------------------------------------------------------------------------
5 55 RDPC 1,350 74,250
--------------------------------------------------------------------------------
6 40 MPC 1,600 64,000
--------------------------------------------------------------------------------
7 27 VDP 900 24,300
--------------------------------------------------------------------------------
8 27 VP TEL 1,350 36,450
--------------------------------------------------------------------------------
9 12 VP PABX 1,350 16,200
--------------------------------------------------------------------------------
10 24 Power Supply DIU 420 10.080
--------------------------------------------------------------------------------
11 2 Power Supply EDIU 1,302 2,604
--------------------------------------------------------------------------------
12 24 FANS 35 840
--------------------------------------------------------------------------------
13 24 CABLES 150 3,600
--------------------------------------------------------------------------------
14 24 Daughter Board 250 6,000
--------------------------------------------------------------------------------
16 12 Jumper Cable 30 360
--------------------------------------------------------------------------------
17 4 Juntion Box 150 600
--------------------------------------------------------------------------------
18 10 Crimp Tool 85 850
================================================================================
TOTAL 396,844
================================================================================
NOTES:
1. All prices are in U.S. Dollars net to Xxxxxx Network Systems
2. Total amount is F.O.B. Miami
COMMERCIAL TERMS
17
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
SECTION 1.0
PURCHASED SYSTEM PRICING
1.1 HUB BASEBAND EQUIPMENT PRICING
Listed below is the pricing for a basic hub. Baseband Equipment, System
Control Center, and hub Spares described in Exhibit A. Section 2.0. Prices are
F.O.B., United States Port of embarkation.
This exact hub configuration may change as a result of changes in the
projected traffic or other requirements. Such changes will be mutually agreed
upon in writing with the price impacts, if any, associated with the change
specified. The final price will be adjusted to reflect the delivered
configuration.
Hub Baseband Equipment (Per Exhibit A. Section 2.0) $ 943,530
System Control Center including SCC
(Per Exhibit A. Section 2.0) $ 178,850
System Engineering and Program Management
(Per Exhibit A. Section 2.0) $ 275,000
ISBN(TM) System Software License $ 33,000
-----------
TOTAL HUB EQUIPMENT AND SERVICES $ 1,430,380
Hub Baseband Equipment Spares (Per Exhibit A. Section 2.0) $ 123,720
-----------
Total $ 1,554,100
One time 10% discount 155,410
-----------
$ 1,398,690
Packing and Shipping to Port of Embarkation $ 5,990
-----------
TOTAL HUB EQUIPMENT, SERVICES, AND SPARES $ 1,404,680
C-1
18
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
1.1.1 OPTIONS (RFT)
Redundat INTELSAT F-3 SCAMP Earth Station $322,420
with 9.0 meter C-band antenna and 125 Watt HPA
Program Management $ 25,000
Spares $ 93,180
Installation $ 109,400
-----------
TOTAL RFT OPTIONS $ 550,000
1.2 PERSONAL EARTH STATION INITIAL ORDER EQUIPMENT PRICING
The pricing schedule for the initial Order of PES(TM) equipment is
based on the Phase for which they are created as explained below.
Item Unit Price Qty Extended Price
---- ---------- --- --------------
Phase I
PES(TM) Basic Package 11,938 250 2,984,500
Shipping to port of embarkation 18,600
without crating**
Phase II
PES(TM) Basic Package 11,938 250 2,984,500
Shipping to port of embarkation 18,600
without crating**
--------------
TOTAL PES(TM) EQUIPMENT AND SHIPPING $6,006,200
* See Exhibit A Section 2.4 for detail of PES(TM) equipment delivered at
each phase.
** If Buyer requests antennas to be crated. Buyer will reimburse Seller
actual expenses plus ten percent (10%) handling charge.
C-2
19
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
1.3 ISBN(TM) SYSTEM EQUIPMENT AND SERVICES PRICING
Total Hub Equipment and Service $1,404,680
(Per Section 1.1 above)
Total PES(TM) Equipment and Shipping $6,006,200
(Per Section 1.2 above)
------------
TOTAL ISBN(TM) SYSTEM $7,410,880
C-3
20
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
SECTION 2.0
ISBN(TM)/PES(TM) SYSTEM EQUIPMENT OPTIONS
In addition to the equipment to be provided in accordance with
Subsections 1.1 and 1.2, additional equipment or software may be ordered by
Buyer, at its option, by providing written notice to Seller at any time during
the term of the Contract. Optional items are presented in the following
subsections. The prices indicated are exclusive of packing and shipping and
are valid for the period specified in Section III B of the Contract. Prices
for equipment or software ordered after this initial period shall be determined
consistent with the terms of Section III B of the Contract.
Pricing for the hub IF and Baseband Equipment, Subsection 2.1, is
based on the assumption that the equipment is not ordered for inclusion in the
initial system, but rather to be installed later as a system expansion.
Therefore, the pricing does not include System Engineering or Program
Management, but does include installation. The System Engineering and Program
Management will be quoted when the exact schedule is known and the degree of
Seller assistance desired by Buyer in network planning, etc. is defined.
2.1 HUB IF AND BASEBAND EQUIPMENT EXPANSION OPTIONS
2.1.1 NETWORK STARTUP EQUIPMENT PRICE: $338,900
(ONE SET REQUIRED PER OUTROUTE)
This is the minimum necessary equipment to support a network (one
outroute and its associated inroutes). It consists of an IF subsystem rack
which contains redundant outroute modems and the redundant backup inroute burst
channel demodulator, its does not include any online inroute demodulators. The
IF subsystem rack has additional capacity to hold up to 11 inroute burst
channel demodulators (item 2.1.4). The Network Startup Equipment also includes
a baseband rack which includes redundant Network Control Clusters and System
Interface Clusters in the bottom two chassis. This rack contains two
additional chassis that contain 24 additional slots capable of holding Data
Port Clusters and Voice Port Clusters. In addition, there are eight additional
slots (4 in each chassis) in the two lower trays that can hold Call Connection
Clusters, Voice Port Clusters (VPCs) or small Data Port Clusters (DPCs).
2.1.2 BASEBAND EXPANSION RACK PRICE: $38,900
This is a baseband expansion rack that has 48 spare slots to hold
additional baseband equipment. These can be DPCs or VPCs. The Baseband
expansion rack must be placed adjacent to the baseband rack included in the
network startup equipment. A baseband expansion rack is connected to only one
network.
C-4
21
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
2.1.3 IF EXPANSION RACK PRICE: $88,900
This is an IF expansion rack that can hold up to 16 additional inroute
demodulators and includes 4 Burst Channel Demodulator chassis. This rack
counts as one of eight networks the System IF Distribution Chassis can support.
This rack must be placed adjacent to the IF rack included in the startup
equipment. An IF expansion rack is connected to only one network.
2.1.4 INROUTE BURST CHANNEL DEMODULATORS (BCD) PRICE: $22,000
(ONE REQUIRED PER INROUTE)
This is the demodulator required at the hub to receive the inroute.
Note: There is a maximum of 11 inroutes per outroute, without expanding into
an IF expansion rack.
2.1.5 DATA PORT CLUSTER (DPC) STARTUP EQUIPMENT PRICE: $15,500
(ONE PER DPC)
This is the common DPC equipment to support up to four Line Interface
Modules (LIMs). This equipment occupies two baseband equipment slots. It
consists of the Traffic Processor Module, the utility Processor Module and the
necessary jumpers, etc. to support up to four LIMs.
2.1.6 STANDARD LINE INTERFACE MODULES (LIMs) PRICE: $6,335
These are the standard LIMs. There are a maximum of four LIMs per
DPC. A LIM can support the data rates indicated below. These LIMs must be
placed adjacent to their DPC startup equipment. The price includes up to 100
ft. of interface cable per port. A LIM occupies one baseband equipment slot.
All ports on an individual LIM must support the same protocol. Standard
electrical interfaces include RS-232, V.35 and RS-449.
Port Speed (kbps) No. of Ports per LIM
----------------- --------------------
64* 1
56 1
19.2 2
9.6 4 (RS-232 or 422 only)
4.8 6 (RS-232 only)
1.2-2.4 6 (RS-232 only)
*Pass-through or bit transparent mode only.
C-5
22
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
2.1.7 SYNCHRONOUS BIT TRANSPARENT TRANSMISSION KIT PRICE: $8,880
One of these kits is required per DPC Redundancy Group. It consists
of the following:
- Two Receiver/Driver Module (RDM)
- Two Clock Terminators
- Two RDM to TX/RX Cables
- Cable wiring for clock distribution inside the DPC redundancy group
2.1.8 1:N REDUNDANT DPC (N=1,2,3) PRICE: $47,800
A 1:N redundant DPC supports redundancy of online DPC's. This
equipment occupies six baseband slots. A redundant DPC must be in the same
chassis or in an adjacent chassis to the online DPCs. The hardware compliment
of LIMs and electrical interfaces must be a superset of the DPCs that it
backs up.
2.1.9 VOICE STARTUP EQUIPMENT PRICE: $16,600
This includes the two Call Connection Clusters (CCCs) and the
necessary cables to provide timing to the VPCs. The CCCs occupy two baseband
slots.
2.1.10 VOICE PORT CLUSTER PRICE: $13,350
A VPC will support two voice channels. The VPC includes the Voice
Interface Module (VIM) and the VIM I/O Module. The interface is 4W plus E&M.
Signaling is via DTMF. The price includes up to 100 of interface cable per
voice channel. A VPC occupies one baseband equipment slot. There is a minimum
of two per network. An extra VPC must be included if redundancy (via xxxx
group) of VPCs is desired.
2.1.11 SYSTEM IF DISTRIBUTION EQUIPMENT PRICE: $15,000
One required per up to 8 IF subsystems of IF expansion racks; if there
is one IF rack per network then one is required per 8 networks (or 8 outroutes)
to distribute and amplify the IF levels from the dowconverters into the IF
racks. This equipment mounts in one of the network IF subsystem racks.
2.2 OPTIONAL NETWORK DIAL BACKUP
2.2.1 NETWORK DIAL BACKUP UNIT PRICE: $33,450
This unit supports dial backup via wireline modems on up to 15 ports
on a single network. The price includes an Expansion Digital interface Unit
(EDIU) configured with an IOC and the Modem Backup Card which plugs into a BCD
chassis in an IF Rack. Remote Data Port Cards (RDPC) and terrestrial modems
are not included. The number of RDPCs and terrestrial modems required will
depend on the number of ports that are to be supported simultaneously (1-*5).
2.2.2 DIAL BACKUP UNIT HUB SITE LICENSE PRICE: $30,000
This license is required on a per hub site basis if one Dial Backup
Unit described above is to be utilized. (Available 4th quarter 1986).
C-6
23
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
2.3 ADDITIONAL HUB IF AND BASEBAND SPARES
Pricing on individual hub spares is shown below. These prices are
Ex-Works Seller's facility and do not include installation or shipping.
Item Unit Price
---- ----------
Outroute Modem $17,780
Inroute Burst Channel Demodulator (4 module set) 22,000
Processor Module 5,000
Line Interface Module 4,500
LIM I/O (RS-232) 2,200
LIM I/O (V.35) 2,200
LIM I/O (RS-449) 2,600
TX/RX Controller (3 module set) 22,500
Power Supply 2,200
Voice Interface Module and VIM I/O 13,350
BCD Bus Repeater Module 2,100
Bus Repeater Module 2,000
MMB Jumper 300
MMB Terminator 200
BCD BRM Terminator 1,500
Blower 400
IF Amplifier for Network Distribution Chassis 700
SCC - SOC Interface Card 8,890
SCC - SIC Interface Card 9,750
IF Amplifier for System Distribution Chassis 400
IF Distribution Power Supply 400
2.4 SYSTEM CONTROL CENTER OF OPTIONS
Item Unit Price
---- ----------
Slave System Operators Console (SOC) (color) $11,340
This SOC would operate daisy-chained off the master
SOC.
Master System Operators Console (SOC) (color) 20,000
This price includes the SOC and the VAX interface
card (ACC card) required for its support.
Note: If the master SOC is to be operated remotely,
the terrestrial modems required are not included.
C-7
24
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
2.5 SOFTWARE LICENSE OPTIONS
Software support for various protocols is available with purchase of
the required license. This license fee provides a perpetual paid up license,
but there is a monthly software maintenance fee (see System Maintenance
Contract).
Protocol License Fee
-------- -----------
SDLC Included in ISBN(TM) System License
Voice Included in ISBN(TM) System License
Synchronous Bit Transparent Included in ISBN(TM) System License
Asynchronous Bit Transparent Included in ISBN(TM) System License
HDLC/SDLC Pass-Through Included in ISBN(TM) System License
3270 Bisynchronous $20,000
HASP $50,000
TINET $50,000
IBM PU4-to-PU4 $50,000
Xxxxxxxxx Poll Select (Modified Version) $50,000
DDCMP (available 4th Quarter 1988) $50,000
X.25 (concentrator configuration) $50,000
(available 4th Quarter 1988)
C-8
25
IMPSAT, S.A. OEM CONTRACT
8015349 (2/90P)
2.6 PERSONAL EARTH STATION(TM)
2.6.1 Additional Orders
Additional phases are implemented for the purchase of additional
PES(TM) equipment. Buyer will obtain additional orders as follows:
Item Description Minimum Quantity Price
---- ----------- ---------------- -----
1 Phased III Basic Package 0 $10,622
Consisting of:
i) Fully tested DIU/O modules
ii) Fully tested RFH units
2 Phase IV Basic Package 0 $ 9,588
Consisting of:
i) DIU/O kits of PC boards and chips
ii) Fully tested RFH units
iii) Fully tested IDM
3 Phase V Basic Package 3,000 minus $ 9,155
cumulative
quantities
Consisting of: ordered in the
previous phases
i) Kit of PC boards and chips DIU/O modules
ii) Fully tested RFH units with RF board
* It is understood that the units delivered in Phases III through V will
need a degree of local integration by IMPSAT, S.A. in Argentina. It
is IMPSAT's responsibility to obtain required know-how transfer to
technology from HNS at each required Phase. Provision for license and
technology transfer, together with associated transfer fees for these
phases is made in the Manufacturing License and Technical Assistance
Agreement executed by the parties contemporaneously with execution of
this Agreement.
Revised 2/21/90
C-9
26
IMPSAT, S.A. OEM CONTRACT
E-5349 (8/89P)
2.6.2 PES(TM) EQUIPMENT OPTIONS
Pricing on PES(TM) equipment options are shown below. These prices
are Ex-Works Seller's facility.
Quantity Price
-------- -----
Expanded DIU (EDIU) All $2,750
Price for EDIU containing
15 additional card slots
2.4 Meter Antenna in lieu of All $2,600
1.2 or 1.8 meter antenna
(Incremental Price)
RS-232 to V.35 Interface Box All $385
(per V.35 port)
RS-232 to RS-449 Interface Box
IFL Cable (non-plenum) (minimum per foot $1.16
1000 foot roll)
IFL Cable (planum) (minimum 1000 per foot $2.70
foot roll)
Alignment Tool $240
MPC (with one PLC and one $250
Junction Box) Incremental price
for MPC rather than RDPC when
ordered as part of complete
PES(TM) (order required 90 days
in advance of delivery)
Revised 8/2
C-10
27
IMPSAT, S.A. DEM CONTRACT
E-5349 (8/89P)
2.6.3 PES(TM) MODULE PRICING
The pricing for PES(TM) is as follows. These prices are Ex-Works
Seller's facility:
Item Unit Price
---- ----------
RF Head $6,800
DIU/O Without Port Cards (Includes RF board, IDM, IOC) 4,330
RDPC 1,350
RVPC (2 Card Set) 2,760
IOC Circuit Card for DIU/O 1,525
IDU Power Supply 500
AEU Power Supply 500
1.8 m Antenna 600
RF Board 1,900
IDM Board 1,800
Multiport Port Card (MPC with two ports) 1,600
Multiport Expansion (per additional two ports) 500
Multiport Card Junction Box (for more than four I/O 300
ports)
2.6.4 PES(TM) MODULE REPAIR PRICING
If PES(TM) maintenance service is performed by companies other than
HNS or its agents, PES(TM) equipment modules will be repaired or replaced for
the prices state below.
RF Head $1,200
DIU/O without port cards $250 plus 33% of current price of DIU/O
All other modules $250 plus 33% of current price of such modules
Shipping costs from Buyer to Seller for the module to be repaired will
be paid by Buyer. Return shipping costs for the repaired module will be paid
by Seller.
Repaired or replaced units will have a warranty of 90 days from date
of shipment.
2.6.5 CANNOT DUPLICATE (CND)
During the warranty period, and to the extent PES(TM) maintenance
service is performed by companies other than HNS or its agents, the number of
units returned to HNS for repair or replacement, which are subsequently
classified as cannot duplicate (CND), shall not exceed 10% of the units
returned or 3, whichever is larger, of all equipment of that type returned
within the preceding fiscal quarter. CNDs in excess of 10% shall incur an
administrative testing and handling fee as specified below. This calculation
shall be made quarterly, and Buyer shall be billed and agrees to pay for each
CND above that number allowed.
Revised 8/2
C-11
28
IMPSAT, S.A OEM CONTRACT
E-5349(8/89P)
PERSONAL EARTH STATION(TM)
2.6.1 ADDITIONAL ORDERS
Additional phases are implemented for the purchase of additional PES(TM)
equipment. Buyer will obtain additional orders as follows:
Item Description Minimum Quantity Price
---- ----------- ---------------- -----
1 Phase III Basic Package 0 $10,622
Consisting of:
i) Fully tested DIU/O modules
ii) Fully tested RFH units
2 Phase* IV Basic Package 0 $ 9,588
Consisting of:
i) DIU/O kits of PC boards and chips
ii) Fully tested RFH units
3 Phase* V Basic Package 5,000 minus $ 9,155
cumulative
quantities
Consisting of: ordered in the
previous phases
i) Kit of PC boards and chips of DIU/O modules
ii) Fully tested RFH units with RF boards
* It is understood that the units delivered in Phases III through V will
need a degree of local integration by IMPSAT, S.A. in Argentina. It
is IMPSAT's responsibility to obtain required know-how transfer of
technology from HNS at each required Phase. Provision for license
and technology transfer, together with associated transfer fees for
these phases is made in the Manufacturing License and Technical
Assistance Agreement executed by the parties contemporaneously with
execution of this Agreement.
Revised 8/2
C-8
29
IMPSAT, S.A. OEM CONTRACT
E-5349(9/88P)
2.6 PERSONAL EARTH STATION(TM)
2.6.1 ADDITIONAL ORDERS
Additional phases are implemented for the purchase of additional PES(TM)
equipment. Buyer will obtain additional orders as follows:
Item Description Minimum Quantity Price
---- ----------- ---------------- -----
1. Phase III Basic Package 0 $10,622
Consisting of:
i) Fully tested DIU modules
ii) Fully tested AEUs
iii) Fully tested RFH units
2. Phase* IV Basic Package 0 $ 9,588
Consisting of:
i) DIU kits of PC boards and chips
ii) Fully tested AEU modules
iii) Fully tested RFH units
3. Phase* V Basic Package 3,000 minus $ 9,155
cumulative
quantities
Consisting of: ordered in the
previous phases
i) Kit of PC boards and chips of DIU modules
ii) Kit of PC boards and chips of AEU modules
iii) Fully test RFH units
* It is understood that the units delivered in Phases III through V will
need a degree of local integration by IMPSAT, S.A. in Argentina. It
is IMPSAT's responsibility to obtain required know-how transfer of
technology from HNS at each required Phase. Provision for license
and technology transfer, together with associated transfer fees for
these phases is made in the Manufacturing License and Technical
Assistance Agreement executed by the parties contemporaneously with
execution of this Agreement.
C-9
30
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
2.6.2 PES(TM) EQUIPMENT OPTIONS
Pricing on PES(TM) equipment options are show below. These prices are
Ex-Works Seller's facility.
Quantity Price
-------- -----
Expanded DIU (EDIU) All $2,750
Incremental price for EDIU containing
15 additional card slots
2.4 Meter Antenna in lieu of All $2,600
1.2 or 1.8 meter antenna
(Incremental Price)
RS-232 to V.35 Interface Box
(per V.35 port) All $385
RS-232 to RS-449 Interface Box
IFL Cable [ILLEGIBLE] per foot 1.16
IFL Cable [ILLEGIBLE] per foot 2.70
Alignment Tool [ILLEGIBLE] $240
MPC (with one PLC and one Junction Box) $250
Incremental price for MPC rather than
RDPC when ordered as xxx of complete PES(TM)
(order required 90 days in advance of delivery)
Revised 8/2
C-10
31
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
2.6.2 PES(TM) EQUIPMENT OPTIONS
Pricing on PES(TM) equipment options are shown below. These prices
are Ex-Works Seller's facility.
Quantity Price
-------- -----
Expanded DIU (EDIU)
Incremental price for EDIU containing All $2,750
15 card slots, rather than DIU.
when ordered as part of complete PES(TM)
2.4 Meter Antenna in lieu of All 2,600
1.2 or 1.8 meter antenna
(Incremental Price)
Expanded DIU (EDIU) All 4,150
Price for standalone unit
(rather than substitution for DIU)
Includes IOC card but no RDPCs.
RS-232 to V.35 Interface Box
(per V.35 port) All 385
RS-232 to RS-449 Interface Box
IFL Cable (PVC) per foot 1.50
IFL Cable (Teflon) per foot 2.50
Alignment Tool 240
48 VDC Power Supply AEU 585
48 VDC Power Supply DIU 585
RFH to AEU Cable Set 500
C-10
32
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
2.6.3 PES(TM) MODULE PRICING
The pricing for PES(TM) modules is as follows. These prices are
Ex-Works Seller's facility:
Item Unit Price
---- ----------
RF Head 6,800
IDU Without Port Cards (includes RF Baord,
IDM, IOC) 4,330
RDPC 1,350
RVPC (2 Card Set) 2,750
IOC Circuit Card for DIU 1,525
IDU Power Supply 500
AEU Power Supply 500
1.8 m Antenna 600
2.6.4 PES(TM) MODULE REPAIR PRICING
If PES(TM) maintenance service is performed by companies other than HNS
or its agents, PES(TM) equipment modules will be repaired or replaced for the
prices stated below.
RF Head $1,200
IDU without port cards $250 plus 33% of current price of IDU
All other modules $250 plus 33% of current price of such
modules.
Shipping costs from Buyer to Seller for the module to be repaired will
be paid by Buyer. Return shipping costs for the repaired module will be paid by
Seller.
Repaired or replaced units will have a warranty of 90 days from date of
shipment.
2.6.5 CANNOT DUPLCATE (CND)
During the warranty period, and to the extent PES(TM) maintenance
service is performed by companies other than HNS or its agents, the number of
units returned to HNS for repair for replacement which are subsequently
classified as cannot duplicate (CND) shall not exceed 10% of the units returned
or 3, whichever is larger, of all equipment of that type returned within the
preceding fiscal quarter. CND's in excess of 10% shall incur an adminsitrative
testing and handling fee as specified below. This calculation shall be made
quarterly and Buyer shall be billed and agrees to pay for each CND above that
number allowed.
RF Board 1900
IDM Board 1800
Multiport Port Card (MPC with two Ports) 1600
Multiport Expansion (per additional two Ports) 500
Multiport Card Junction Box (For more than four I/O Ports) 300
C-11
33
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
2.6.3 PES(TM) MODULE PRICING
The pricing for PES(TM) modules is as follows. These prices are
Ex-Works Seller's facility:
Item Unit Price
---- ----------
RF Head (Includes RFH to AEU Cabls) $5,600
AEU (Complete) 3,000
DIU with 1 RDPC 3,500
DIU Without Port Cards 2,530
RDPC 1,350
RVPC (2 Card Set) 2,750
AEU to RFH Cable Set 500
IOC Circuit Card for DIU 1,525
DIU Power Supply 500
Analog Modem Card (AEU) 1,200
Digital Modem Card (AEU) 700
AEU Power Supply 500
AEU Demod 600
1.8 m Antenna 600
2.6.4 PES(TM) MODULE REPAIR PRICING
If PES(TM) maintenance service is performed by companies other than HNS
or its agents, PES(TM) equipment modules will be repaired or replaced for the
prices stated below.
RF Head $1,200
AEU (complete) $250 plus 33% of current price of AEU
DIU without port cards $250 plus 33% of current price of DIU
All other modules $250 plus 33% of current price of such
modules.
Shipping costs from Buyer to Seller for the module to be repaired will
be paid by Buyer. Return shipping costs for the repaired module will be paid by
Seller.
Repaired or replaced units will have a warranty of 90 days from date of
shipment.
2.6.5 CANNOT DUPLCATE (CND)
During the warranty period, and to the extent PES(TM) maintenance
service is performed by companies other than HNS or its agents, the number of
units returned to HNS for repair for replacement which are subsequently
classified as cannot duplicate (CND) shall not exceed 10% of the units returned
or 3, whichever is larger, of all equipment of that type returned within the
preceding fiscal quarter. CND's in excess of 10% shall incur an adminsitrative
testing and handling fee as specified below. This calculation shall be made
quarterly and Buyer shall be billed and agrees to pay for each CND above that
number allowed.
C-11
34
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
Module CND
------ ---
RF Head $300
or
DIU/C without port cards
All other modules 20% of
appropriate module price
2.7 TRAINING OPTIONS
2.7.1 Additional Training Courses
ISBN(TM) and PES(TM) System Introductory Course (3 days) $525 per student
ISBN(TM) and PES(TM) System Operations Course (5 days) $1,200 per student
ISBN(TM) and PES(TM) System Maintenance Course (10 days) $3,000 per student
PES(TM) Installation, Operation, and Maintenance Course (5 days) $1,100 per student
ISBN(TM) Network Sizing (3 days) $1,500 per student
2.7.2 Videotaping of Training
Videotaping a training $700 per day of training
course at Buyer's facility videotaped plus
travel and expenses
2.7.3 Training Course at Buyer Site
ISBN(TM) and PES(TM) System Introductory Course (3 days) $5,500 plus travel and
(10 students maximum) expenses
ISBN(TM) and PES(TM) System Operations Course (5 days) $8,000 plus travel and
(8 students maximum) expenses
ISBN(TM) and PES(TM) System Maintenance Course (10 days) $11,000 plus travel and
(4 students maximum) expenses
PES(TM) Installation, Operation, and Maintenance Course (5 days) $8,000 plus travel and expenses
ISBN(TM) Network Sizing (3 days) $6,500 plus travel
Revised 8/2
C-12
35
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
Module CND
------ ---
RF Head $300
AEU (complete) $250
or
DIU without port cards
All other modules 20% of
appropriate module price
2.7 TRAINING OPTIONS
2.7.1 Additional Training Courses
ISBN(TM) and PES(TM) System Introductory Course (3 days) $525 per student
ISBN(TM) and PES(TM) System Operations Course (5 days) $1,200 per student
ISBN(TM) and PES(TM) System Maintenance Course (10 days) $3,000 per student
PES(TM) Installation, Operation, and Maintenance Course (5 days) $1,100 per student
ISBN(TM) Network Sizing (3 days) $1,500 per student
2.7.2 Videotaping of Training
Videotaping a training $700 per day of training
course at Buyer's facility videotaped plus
travel and expenses
2.7.3 Training Course at Buyer Site
ISBN(TM) and PES(TM) System Introductory Course (3 days) $5,500 plus travel and
(10 students maximum) expenses
ISBN(TM) and PES(TM) System Operations Course (5 days) $8,000 plus travel and
(8 students maximum) expenses
ISBN(TM) and PES(TM) System Maintenance Course (10 days) $11,000 plus travel and
(4 students maximum) expenses
PES(TM) Installation, Operation, and Maintenance Course (5 days) $8,000 plus travel and expenses
ISBN(TM) Network Sizing (3 days) $6,500 plus travel and expenses
C-12
36
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
Buyer must make available the necessary equipment to support the
training class at Buyer's facility. Price per course assumes the
maximum number of students indicated. The incremental cost of any
additional students shall be equal to the cost of the required
additional material.
2.8 ADDITIONAL DOCUMENTATION OPTIONS
Title Price Per Copy
----- --------------
System Description and Theory of Operations $100
SCC Operations Guide 100
System Operations and Maintenance Manual 100
IF Subsystem Operations and Maintenance Manual 75
Voice Port Cluster Operations and Maintenance Manual 50
Call Connection Cluster Operations and Maintenance Manual 50
Data Port Cluster Operations and Maintenance Manual 50
Network Control Cluster Operations and Maintenance Manual 50
System Interface Cluster Operations and Maintenance Manual 50
PES(TM) User's Guide 10
PES(TM) Service and Installation Manual 100
PES(TM) Remote Site Preparation Specification 75
C-13
37
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
SECTION 3.0
PAYMENT TERMS
"Buyer shall establish a confirmed, irrevocable letter of credit in
favor of Seller at the Bank of America, Los Angeles Main Office, Los
Angeles, California 90071, U.S.A., or another bank acceptable to
Seller, in the amount of 85% of the total price of each shipment. The
letter of credit will be established prior to each shipment, except
that the hub and the first 100 PESs(TM) will be covered by the same
letter of credit. The letter of credit shall be valid until all
payments to Seller have been made in accordance with the contract. The
letter of credit shall specifically instruct said bank to make
incremental payments to Seller in U.S. dollars against the letter of
credit in accordance with the payment schedule specified in the
contract. Such payments are to be upon demand, without delay and
without the necessity of any judicial or administrative action. If the
validity or the letter of credit expires prior to completion of
payments hereunder, Buyer shall, at the request of Seller, arrange for
the validity of the letter of credit to be extended for an appropriate
period. In the event Buyer is unable to secure any applicable letter
of credit as specified herein, the 5% down payment to be paid by Buyer
will be forfeited to Seller as cancellation charges and all
obligations of the parties under the Contract will be terminated,
unless the parties mutually agree that the contract should be extended
and other payment arrangements made.
All bank charges related to the letter of credit established by Buyer,
in accordance with the above, shall be paid by Buyer.
All payments hereunder shall be made in U.S. currency and Buyer shall
obtain any necessary government approvals and shall make any arrangements
necessary to make such payments.
3.1 HUB EQUIPMENT AND SERVICES
Payment for the hub Baseband Equipment, Engineering Services, and
Spares will be due upon completion of the following milestones:
Months After Payment
Milestone Contract Start Due
--------- -------------- -------
Effective Date (4) 0 5% of Total Contract Price
Upon Shipment of Hub Equipment 7 1/2 60% of Total Hub Equipment
Services, Spares,
(Subsection 1.1);
and 10 PESs(TM)
Upon Shipment of 90 PES(TM) 9 95%
Completion of System Acceptance 10 35% of Total Hub Equipment,
Test or Qualified Acceptance Services, Spares (Subsection 1.1),
and 10 PESs(TM)
Upon Shipment of 100 PES(TM) 11 95%
----------------
(4) Drafts and certification of completion of appropriate milestones will
be forwarded to Buyer for payment.
C-14
38
IMPSAT, S.A. OEM CONTRACT
E-5349 (9/88P)
Upon Shipment of 100 PES(TM) 13 95%
Upon Shipment of 100 PES(TM) 15 95%
Upon Shipment of 100 PES(TM) 17 95%
3.2 PERSONAL EARTH STATIONS(TM)
Drafts against letters of credit for each PES(TM) (and appropriate
additional equipment, if any) delivered will be submitted upon shipment of
PES(TM).
3.3 SHIPPING AND OTHER COSTS
Costs associated with delivery of equipment ordered after the Initial
Order will be billed as follows:
PES(TM) shipping costs will be billed at the time of shipments at a
rate of actual shipment costs plus a ten percent handling fee.
Shipping costs of hub equipment will be billed at time of shipment.
Shipping costs of other items, such as spares, documentation, etc.,
will be billed at time of shipment.
3.4 OPTIONS
For any equipment, software or services options exercised, Drafts will
be submitted upon shipment or completion of work.
X-00
00
00
AMENDMENT NO. 6
THIS AMENDMENT NO. 6 (this "Amendment"), made this 6th day of December,
1994, by and between IMPSAT, S.A, a corporation organized under the laws of
Argentina ("IMPSAT-Argentina" or "Customer") and Xxxxxx Network Systems, Inc.
("HNS").
WITNESSETH:
WHEREAS, IMPSAT-Argentina and HNS entered into a contract for the sale of
an Integrated Satellite Business Network ("ISBN") dated October 21,1988, which
contract was subsequently modified by amendments dated April 20, 1989, February
23, 1990, December 19, 1993. and June 1994 (collectively, the "Contract"); and
WHEREAS, under the terms and conditions of the Contract,
IMPSAT-Argentina's affiliated companies IMPSAT, S.A., a Columbian corporation
("IMPSAT-Columbia"), and IMPSAT, S.A., a Venezuelan corporation
("IMPSAT-Venezuela"), have ordered and taken delivery of ISBN equipment and
services ("Equipment and Services");
WHEREAS, IMPSAT-Argentina, IMPSAT-Columbia and IMPSAT-Venezuela as well as
two other affiliated companies in Ecuador and Mexico and any other affiliated
companies that may be Formed (collectively referred to as the "Companies" and
each individually referred to as a "Company"),would like to order and take
delivery from HNS of additional Equipment and Services during a twelve (12)
month period;
WHEREAS, IMPSAT-Argentina has requested, and HNS has agreed to supply
during a twelve (12) month period a specified additional amount of Equipment and
Services to the Companies, pursuant to the terms of the Contract and certain
additional Terms and conditions,
WHEREAS, IMPSAT-Argentina and HNS, the parties hereto, have agreed to
amend the Contract to provide for the supply or such ISBN Equipment and Services
and for such additional terms and conditions;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration acknowledged by the parties to have been given the
parties agree as follows:
1. INITIAL PAYMENTS
Customer shall deliver within thirty (30) days of the Effective Date the
following payments:
a. A deposit of five percent (5%) of the Total Discounted Price of the
Equipment and Services to be purchased hereunder (as defined in
Section 2 below); and
b, All amounts due and owing HNS by Customer or the Companies under the
Contract as of the date the deposit in section a. above is paid.
1
41
2. EQUIPMENT AND SERVICES LIST AND PRICES
Customer agrees to purchase or to cause the Companies to purchase from HNS
during the twelve (12) month period commencing on the Effective Date hereof (the
"Period") the Equipment and Services set forth below on Exhibit A hereto at the
priced specified in Exhibit A. All prices listed on Exhibit A are F.O.B. Miami.
The Total Discounted Price for the Equipment and Services on Exhibit A is:
PES Equipment and Services $ 28,476,786
BULK ORDER DISCOUNT (2,846,779)
HES Equipment and Services 4,478,065
TOTAL DISCOUNTED PRICE- $ 30,099,072
3. SCHEDULE OF DELIVERIES
Attached hereto as Exhibit B is Customer's best forecast of the deliveries to be
made to the Companies hereunder during each of the four (4) three (3) month
periods (each a "Quarterly Period") commencing with the Effective Date hereof.
At least forty-five (45) days prior to each of the respective Quarterly Periods,
Customer must notify HNS of the precise collective delivery request of the
Companies hereunder for such Quarterly Period which precise request shall be
equal to at least eighty percent (80%) of the forecast submitted above for such
Quarterly Period. The amount of Equipment and Services by which a precise
request falls short of the forecast for such Quarterly Period (1-20%) shall be
automatically added to the delivery forecast for the next successive Quarterly
Period and thus shall be due to be delivered to and paid for by Customer
along with the Equipment and Services for that next successive Quarterly
Period.
Failure of Customer to make timely payments in accordance with the provisions of
Paragraph I above shall relieve HNS from its obligation to deliver in the
accordance with the Schedule of Exhibit B. Following receipt of the required
payments, the Customer and HNS shall agree on a new Schedule that shall replace
the schedule as contained herein.
Notwithstanding the foregoing, nothing contained herein shall relieve Customer
from fulfilling its obligations to take delivery of the scheduled deliveries
within the four (4) Quarterly Periods immediately following the Effective Date
hereof.
4. PAYMENT
HNS shall invoice the respective Company for each delivery requested under
Section 3 above upon Acceptance of the respective Equipment and Services in
accordance with the Statement of Work. Payment will be due sixty (60) days from
the date of such invoice. In the event that the respective Company does not
deliver to HNS payment in full for an invoice by such date. Customer agrees to
pay such overdue amounts to HNS along with the applicable late payment charge
specified in the Contract. All payments hereunder shall be made in U.S. currency
and Customer or the Companies shall obtain any necessary government approvals
and shall make any arrangements necessary to make such payments.
5. CREDIT LIMIT
The total sum owing by Customer or any of the other Companies under any payment
arrangement agreed to by both parties for Equipment and Services purchased
pursuant to this Amendment shall not exceed Five Million Five Hundred Thousand
Dollars ($ 5,500,000). No deliveries will be made hereunder in the event such
credit limit is reached or in the event that a requested delivery would cause
such credit limit to be reached. If a delivery may not be made due to the credit
limit, however, it does not affect Customer's obligation under Section 2 above
to take delivery of all of the Equipment and Services set forth on Exhibit A
within the Period.
2
42
6. PRICING FOR ADDITIONAL PURCHASES
Section 2 of Exhibit C to the Contract is deleted and is replaced in its
entirety by the revised Section 2 attached hereto.
7. SYSTEMS MAINTENANCE AGREEMENTS
The parties hereby agree that within ninety (90) days of the Effective Date. HNS
shall enter into a system maintenance services agreement with each of the
respective Companies and that after all of such agreements are executed HNS
shall provide collectively to the Companies the services of one (1) HNS employee
to support such agreements.
The price for the Companies shall be determined in accordance with HNS'
standard pricing and terms and conditions for such services.
8. INSTALLATION AND MAINTENANCE SUPPORT
For three (3) year period commencing with the Effective Date hereof. Customer or
the Companies shall provide to HNS installation and maintenance support services
in the companies' countries of service at the following rates:
Installation Support:
According to IMPSAT Standard procedures for different sizes of antennas and type
of installation:
Installation Materials: Actual cost plus 15%
Travels & Living Expenses: Actual cost plus 15%
Labor: 850 US$ per day and per man
Maintenance Support:
Within 12 hours once requested call out services.
Materials: Actual cost plus 15%
Spares: To be supplied by HNS
Labor: 850 US$ per day and per man.
9. ASSIGNMENT OF CONTRACT
Customer shall have the right to assign its and obligations under the Contract
a future holding company subject to agreement between Customer and HNS.
10. MISCELLANEOUS
In addition to the deliveries as specified herein, HNS will deliver free of
charge, the following equipment:
- One (1) Network Start Up Equipment
- Two (2) demodulator - BCD's
- Two (2) DPC's
- Five (5) VPC's
- Eight (8) LIM's
- Fifty (50) C-Band PES's
- Fifty (50) Ku-Band PES's
Except for HUB equipment listed above which shall be delivered within 90 days of
notice from Customer, these deliveries shall follow delivery of equipment listed
in Exhibit A.
3
43
11. RATIFICATION OF CONTRACT
In all other respects, the Contract remains unchanged and the parties hereby
ratify said Contract
WITNESS the following signatures.
XXXXXX NETWORK SYSTEMS. INC. IMPSAT. S.A.
BY /s/ Signature illegible BY /s/ Signature illegible
------------------------------ -----------------------------
TITLE Executive Vice President TITLE Vice President
--------------------------- --------------------------
DATE 6 Dec, 1994 DATE 6/12/94
---------------------------- ---------------------------
4
44
EXHIBIT A
SUMMARY OF PRICES
5
45
EXHIBIT B
SCHEDULE OF DELIVERIES
6
46
EXHIBIT C
REVISED SECTION 2.0
ISBN SYSTEM EQUIPMENT OPTIONS (ADDITIONAL PURCHASES)
In addition to the equipment to be provided in accordance with Subsections
1.1, additional equipment or software may be ordered by Buyer, at its option, by
providing written notice to Seller at any time during the term of the Contract.
Optional items are presented in the following subsections. The prices indicated
are those valid for the period of two years.
Pricing for the hub IF and baseband equipment. Subsection 2.1, is based on
the assumption that the equipment is not ordered for inclusion in the initial
system, but rather to be installed later as a system expansion. Therefore, the
pricing does not include system engineering or program management or
installation. The system engineering, program management and installation will
be quoted when the exact schedule is known, and the degree of seller assistance
desired by Buyer in network planning, etc., is defined.
2.1 HUB IF AND BASEBAND EQUIPMENT EXPANSION OPTIONS
Each of these options is defined in Subsection 2.4 of the technical
specification, Exhibit B. All prices are F.O.B. Miami.
Item Unit Price
---- ----------
Network startup equipment (one set required per outroute)
Dual Rack $269,154
Single Rack $183,056
Baseband expansion rack $ 30,638
IF expansion rack $ 70,604
Inroute Burst Channel Demodulator (BCD) (one required per inroute) $ 17,741
Data Port Cluster (DPC) startup equipment (one set per DPC)(basic memory config.) $ 10,289
DPC startup equipment (one set for DPC)(X.25 extended session configuration) $ 14,697
Standard Line Interface Modules (LIMs) (Up to 4 per DPC) (RS-232, V.35,
or RS-422) $ 5,007
Synchronous bit transparent transmission LIM $ 6,156
1:N redundant DPC (N=1,2,3) (Redundant DPC has 4 LIM's) $ 37,962
Startup LAN Cluster - Ethernet (including 2 LAN LIMs and I/Os) $ 44,650
Startup LAN Cluster-Token Ring (including 2 LAN LIMs and I/Os) $ 44,650
Startup LAN Cluster-Ethernet (including 4 LAN LIMs and I/Os) $ 62,700
Startup LAN Cluster-Token Ring (including 4 LIMs and I/Os) $ 62,700
Voice startup equipment (Call Connection Cluster - CCC) $ 11,714
Voice Port Cluster (VPC) (2 voice ports per VPC) $ 10,023
System IF distribution equipment (for 2 or more networks) $ 11,828
7
47
2.2 OPTIONAL NETWORK DIAL BACKUP
Network Dial Backup Unit $27,964
------------------------
This unit supports dial backup via wireline modems on up to 15 ports on a
single network. The price includes an EDIU configured with an IOC and the modem
backup card, which plugs into a BCD chassis in an IF rack. Data Port Cards and
terrestrial modems are not included. The number of RDPCs and terrestrial modems
required will depend on the number of ports that are to be supported
simultaneously (1-15).
Fail Safe Hub License $25,080
---------------------
This license is required on a per hub site basis if the dial backup unit
described above is to be utilized for fail-safe dial backup (Manual dial out
from hub).
Automatic/Fail Safe Dial Backup License $45,980
---------------------------------------
This license is required on a per hub site basis for the Dial Backup Unit
described above and provides software to implement automatic dial backup through
a remote PES originated phone call. This license includes the Fail Safe Dial
Backup license as well.
2.3 ADDITIONAL HUB IF AND BASEBAND SPARES
Pricing on individual hub spares is shown below. These prices are F.O.B.
Miami and do not include installation or shipping.
Item Unit Price
---- ----------
Outroute modem $14,769
Inroute BCD complete (four module set) $17,471
Processor Module $ 3,971
LIM $ 3,572
LIM I/O (RS-232) $ 1,758
LIM I/O (V.35) $ 1,758
LIM I/O (RS-449) $ 2,062
LAN IM with I/O (Token Ring and Ethernet) $14,250
TX/RX controller (three module set) $17,870/set
Power supply $ 1,758
Voice Interface Module (VIM) $ 7,595
VIM I/O $ 4,085
BCD Bus Repeater Module $ 1,667
Bus Repeater Module $ 1,587
MMB jumper $ 238
MMB terminator $ 157
BCD BRM terminator $ 1,188
Blower $ 318
IF amplifier for network distribution chassis $ 556
SCC - SIC interface card $ 7,059
SCC-SIC interface card $ 7,743
IF amplifier for System Distribution Chassis $ 318
IF distribution power supply $ 318
8
48
2.4 SOFTWARE LICENSE OPTIONS
Software support for various protocols is available with purchase of the
required license. This license fee provides a perpetual paid up license, but
there is a monthly software maintenance fee (see System Maintenance Contract).
Protocol License Fee
-------- -----------
SDLC (PU4-to-PU2) $44,000*
Voice Included in ISBN System License
Synchronous bit transparent Included in ISBN System License
Asynchronous bit transparent Included in ISBN System License
HDLC/SDLC passthrough Included in ISBN System License
3270 bisynchronous $17,600*
IBM SDLC (PU4-to-PU4) $44,000*
Xxxxxxxxx poll select (Modified Version) $44,000*
HASP $44,000*
X.25 $44,000*
X.3/X.28/X.29 PAD (must be added to X.25) $ 6,000 (purchased concurrently with X.25)
$16,000 (Purchased separately from X.25)
Ethernet LAN support $44,000*
Token Ring LAN support $44,000*
* Choice of any single protocol to be included in the basic ISBN License.
2.5 PERSONAL EARTH STATION OPTIONS
2.5.1 PES EQUIPMENT OPTIONS
Pricing on PES equipment options are shown below. These prices are F.O.B.
Miami.
Equipment Quantity Price
--------- -------- -----
PES Model 8000 with 1.8 meter antenna Each $7,695
with Circular or Linear, co-pol or x-pol,
5-watt C-band RF Head, 100 feet of IFL
cable, 4-slot Indoor Unit, and one
two-port MPC with junction box.
PES Model 8000 with 1.8 meter antenna Each $6,650
with linear co-pol or X-pol Feed, 1-watt
Ku-band RF Head, 100 feet of IFL cable,
4-slot Indoor Unit, and one tow-port MPC
with junction box
PES 8000 with 1.2 meter antenna with Each $6,365
linear co-pol or x-pol feed, 1 watt
Ku-band RF head, 100 feet of IFL cable,
4-slot indoor unit, and one two-port MPC
with junction box
9
49
Equipment Quantity Price
--------- -------- -----
PES Model 6500 with 1.2 meter antenna Each $5,985
with linear co-pol or X-pol Feed, 1-watt
Ku-band RF Head, 100 feet of IFL cable,
1-slot Indoor Unit, and one two-port MPC
with junction box
PES Model 4000 equipped with 1.8 meter C-band antenna Each $3,035
with Linear or Circular X-pol of Co-pol receive only feed,
LNA, 100 feet of IFL cable, 1-slot Indoor Unit and one two port
MPC with junction box.
PES Model 4000 equipped with 1.2 meter Ku-band antenna Each $2,935
with Linear X-pol of Co-pol receive only feed,
LNA, 100 feet of IFL cable, 1-slot Indoor Unit and one two port
MPC with junction box.
Multiport Port Cards (MPC) (with two interfaces Each $ 950
and one junction box) (Basic Memory configuration)
Multiport Port Cards (MPC) (with two interfaces Each $1,235
and one junction box) (Extended Memory configuration)
Multiport Card Expansion (two ports per card) Each $ 142
MPC Modem Backup Capability Each $ 334
(User Port and Backup Port per PLC)
Junction Box add on for MPC, CPC or TPC Each $ 237
(supports four I/0 ports) (use for addition of
serial ports to TPC or for ports 5 to 8 on MPC)
Remote Voice Port Modules 16 Kbps (VPMs) Each $1,400
Remote Voice Port Cards (RVPC) (5kbps CELP) 1 - 99 1,710
100-+ $1,235
Turbo Port Card with Ethernet interface (no serial) Each $2,375
(Add a junction box for 2 RS-232 ports
and one PLC for 3rd and 4th serial
port support)
Turbo Port Card with Token Ring LAN interface Each $2,612
(no serial) (Add a junction box for 2 RS-232
ports and one PLC for 3rd and 4th serial
port support)
Turbo Port Card with two serial RS-232 ports Each $1,900
(and junction box) (Add one PLC for
3rd and 4th serial port support)
(Add Token Ring or Ethernet PLC for LAN upgrade)
10
50
Ethernet PLC for Turbo Port Card Upgrade to LAN Each $ 807
Token Ring PLC for Turbo Port Card Upgrade to LAN Each $ 950
Compact Port Cards (MPC with two RS-232 Each $1,035
interfaces and one junction box) (4 serial
ports max capability)
PES 2.4-meter antenna (equipment only) Each $2,288
additional
Extended Digital Interface Unit (EDIU) Each $1,938
Incremental price for EDIU containing
13 card slots rather than DIU
when ordered as part of complete PES
EDIU Each $3,296
Price for standalone unit
(rather than substitution for DIU)
Includes IFM card but no Port Cards
Two watt Ku-band PES upgraded Each $ 988
(at time of initial PES order)
2.4 meter antenna in lieu Each $2,288
of 1.2 or 1.8 m antenna
(incremental price)
Universal tripod mount Each $ 440
(1.2 meter or 1.8 meter antennas)
Nonpenetrating mount
1.2 meter or 1.8 meter Each $ 880
Lids for NPMs $ 220
Deicing (1.0, 1.2 or 1.8 meter, includes feedhorn heater)
Temperature sensor Each $1,012
Temperature and moisture sensor Each $1,100
Deicing (2.4 meter) (includes feedhorn heater) Each $2,420
RS-232 to V.35 interface box Each $ 308
(per V.35 port)
PES Dual autodial/answer modem Each $ 572
Quickpoint Mount (1.2, 1.8 or 2.4 meter antenna) Each $ 176
IDU Power Supply Unit (PSU) Each $ 95
IOC (Type 2) Each $ 800(2)
11
51
Equipment Quantity Price
--------- -------- -----
RF Head (Type 3; 5-watt C-band) Each $4,512
RF Head (1-watt Ku-band) Each $3,325
IFM (All Types) Each $2,850
DIU without Port Cards (Type 3) Each $2,850
(C-band or Ku-band)
2.5.2 PES (WITHOUT ANTENNA) SPARES PRICING
PES units may be purchased without antennas for use as spares. The
applicable pricing is the appropriate PES unit pricing for the Buyer's volume
reduced by $650 for a PES with a 1.8 m. antenna and by $450 for a PES with a 1.2
meter antenna
2.5.3 ONSITE TECHNICAL SUPPORT
Onsite HNS technical support, if required by Buyer, will be billed at $750
per day, plus 110% of actual expenses.
2.6 HYBRID AND TELEPHONY EARTH STATION EQUIPMENT OPTIONS
2.6.1 BASEBAND EQUIPMENT
CU2 TES Universal Channel Unit each $4,690
PLC-FIM FAX interface module each $ 665
RKMOUNT-KIT TES Rack Mount Kit each $ 196
HDCRK-110v High Density Rack each $3,255
TESHDC2-110v TES 14 slot chassis (wo/RFM) each $4,550
TESCHAS2-110v TES 4 slot chassis w/ RFM each $3,220
RFM RFM module each $2,100
2.6.2 RADIO FREQUENCY TERMINAL EQUIPMENT
ANT-CBX-LXP38 3.8 m C-band Xpol antenna each $12,065
XX-XX00X-XXX 00xxxx X-xxxx Radio (redundant) each $54,600
IFL IFL Cable 1000 ft spool $ 1,250
INSTALL-KIT TES Installation Kit each $ 875
HES-IFM IFM Module Assembly each $ 2,100
HES-IF-KIT HES If Kit each $ 175
TES-IFL-KIT TES IFL Install Kit each $ 875
RF-CB20-xxx 5 watt to 20 watt RFE Upgrade Kit each $ 9,450
12
52
2.7 OPTIONAL TRAINING CLASSES
2.7.1 TRAINING COURSES AT GERMANTOWN, MARYLAND
Course Title Price
------------ -----
ISBN and PES System Introductory Course (3 days) $ 550 per student
ISBN and PES System Operations Course (5 days) $1,258 per student
ISBN and PES System Maintenance Course (10 days) $3,146 per student
ISBN Network Sizing Course (3 days) $1,153 per student
PES Installation, Operation and Maintenance Course (5 days) $1,571 per student
TES Executive Overview Course (1 day) $ 900 per student
TES System Architecture Course (3 days) $1,350 per student
TES Operations Course (7 days) $3,150 per student
TES Installation and Maintenance Course (5 days) $2,250 per student
TES Network Engineering and Management Course (5 days) $2,250 per student
2.7.2 TRAINING COURSE AT BUYER SITE
Course Title Price
------------ -----
ISBN and PES System Introductory Course (3 days) $ 4,840
(10 students maximum)
ISBN and PES System Operations Course (5 days) $ 7,040
(8 students maximum)
ISBN and PES System Maintenance Course (10 days) $ 9,680
(4 students maximum)
ISBN Hub Earth Station Operations and Maintenance Course
(2 days) (10 students maximum) $ 6,600
PES Installation, Operation and Maintenance Course (5 days) $ 7,040
(10 students maximum)
ISBN Network Sizing Course (3 days) (8 students maximum) $ 4,840
TES System Architecture (3 days)(8 students maximum) $ 8,900
TES Operations (7 days)(8 students maximum) $11,900
TES Maintenance and Installation Course (5 days) (8 students maximum) $10,900
TES Network Engineering and Management Course (5 days)( 8 students maximum) $11,900
Buyer must make available the necessary equipment to support the training
class at the Buyer's facility. Price per course assumes the maximum number of
students indicated. The incremental cost of any additional students shall be
equal to the cost of the required additional material. The reasonable travel,
food, and lodging expenses incurred by the instructor will be billed at HNS'
actual cost, plus 15%.
13
53
2.8 ADDITIONAL DOCUMENTATION OPTIONS
Title Price Per Copy
----- --------------
ISBN
System Description and Theory of Operations $ 100
SCC Operations Guide $ 100
System Operations and Maintenance Manual $ 100
Quick Reference Manual $ 50
IF Subsystem Operations and Maintenance Manual $ 75
Voice Port Cluster Operations and Maintenance Manual $ 50
Data Port Cluster Operations and Maintenance Manual $ 50
Network Control Cluster Operations and Maintenance Manual $ 50
System Interface Cluster Operations and Maintenance Manual $ 50
Call Connection Cluster Operations and Maintenance Manual $ 50
PES User's Guide $ 10
PES Service and Installation Manual $ 100
PES Remote Site Preparation Specification $ 75
TES
Standard O&M Set $1,550
Standard NCS Set $3,000
Standard Reference Set $3,500
The price of the TES RF System Operations and Maintenance Manual depends
upon the specific RF earth station purchased.
14
