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    Carta de intención del Gobierno-Hughes

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    Carta de intención del Gobierno-Hughes

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    121K views8 pages

    Privatización de ARSAT

    Uploaded by

    El Destape
    Carta de intención del Gobierno-Hughes

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    of 8
    ‘This Term Shee is made this 298 ay of Jane 201 PARTIES Hughes Network Systems, LLC, a limited ibility company established under the laws of he state cf Denware, US.A. wit is principal place of business located at 11717 Exploration Lane, ‘Germantown, Maryland, USA 20876 C*HUGHES"); and [Empresa Argentina de Solvciones Sateltales Sociedad Andnima ~ ARSAT, a company orpanized nd exiting under the ls of Argentine and having a registered office at Avenida Gal, 1D. Pern "934, BI621BOZ, Benavides, Province of Buenos Aires, Argentina *ARSAT", HUGHES and ARSAT may be refered to herein individually as “Party or collectively as the “Panties” BACKGROUND |. ARSAT is engaged in the commercial business of slit operations and service provision, ‘iglesia levision dsbution, be pte network serves and Te I data cee. 2. HUGHES is engaged inthe commercial business of providing satelite broadband networks, and services for ome fice, enterprises and goverment bal. AARSAT and HUGHES have held inal discussions and are interested in pursing a potential Joint venture (the “Projecto procue and inch one or more geosaonry communications Satelite that wil have & mulltopot beam payload designed to provide troodban services in ‘Argent 4. The it satelite is curently efered as “ARSAT.3, but this name may be modified by the Parties, HUGHES and ARSAT have been working together on te aeomaphic coverage and characterises forthe payoad whichis deserted in more dtl Annex A. 4. ARSAT- willbe manafscured by INVAP, an Argentine satelite manufacturer, and will be tused onthe same spaceeraft bus asthe ARSAT.1 and ARSAT-2 satellites. Its expected thatthe commissions payload for ARSAT-3 willbe subcontacied to Thales Alenia Space As) 6 ARSAT- willbe placed at and operted from an Argentine geostationary orbital lot that is ‘corenly under coordination wth the Intemational Telecommuniatons Union (FTU) in Kas band 1. Additionally, as part of the Proje, ARSAT and HUGHES may pursue related business opportunites and cbesives tha are of mutual interes, including the provision of Ku-band Slit capcity by ARSAT andlor Ka-band satelite capacity by HUGHES in Argentina in Advance ofthe commercial evalbiliy of ARSAT-3, end obtaining market access approval fom the Argentine regulators for such copaciy. ‘Therefore the Pris have stout their cuent objectives in respect ofthe Project in this Term Shee, as ‘allows: |. THE PROJECT Li The primary objective ofthis Term Sheet isto st forth the curet respective understandings Of ARSAT and HUGHES and cei tems related to the potential creation ofa business frangement between ARSAT and HUGHES and to provide'a framework for discussions in RB ser i respect ofthe Project in a manner mutualy beneficial to the Parts, which may result in the Paris entering into a Fial Agreement (fined below). The curet understandings of the Parties in epost ofthe Pees, which are expered to be incorporated ilo a Fal Agreement to be negated by the Paves, areas fllows LL, The Pass have a mutual interest in creating « new company (*Neweo") in Argentina to provise stlite broadband services In Argentina fom a geostationary ‘emmanicetons sali curently known ae “ARSAT3", tbe procured and owed by ‘Newco. The ARSAT- sell, o be procred from and manufactured by INVAP. wll fave @ ml-spot beam Ka-band payload "Payond”). Neweo would alo procure and be the owner oa ground based network equipment including arequney teins CREP) (collectively, te “Gateways, requed to provide sale broadband services toreseles andlor consumer and small and medio sized etepise (“SME”) wer. The {Gateways wil be procired from HUGHES. The Gateways" echnical and operational ‘Speieations wilbe Finalized during te peer forth in Section 13. 1.12, Neveo would be owned ty ARSAT and HUGHES, with ARSAT holding not more than 49% of the foul equity, and HUGHES holding not las than S1% ofthe toa ‘equity. The Pare would also consider one or more third party owners. The ‘vmership interest(s) ofthe third parties would be mutually agreed and aparoved by the Pats 1.13, Based on curentetimses, the capital expenicre required forthe procurement and launch of ARSAT=3 into geostationary obits caren estimated by ARSAT to be [US$ 230 millon sn the eptal expenditure that woud be reqled forthe Gateways forthe Projects currently estimated by HUGHES to be USS 50 milion Final cost st wil be made available by each Paty et forth in Seton 1.3, once te satelite tnd Gatewy design are inaized spar the prosee et oth in Seton 13. LLLd. A general dseition of ARSATS, including he cuentsutellite and Payload design land frequency plan, attached hereto as Annex A. Afr siging this Term Shee, the Parties may revive Annex A, which may include without imation, adjusting the Satclite and Pryoed desig, Payload specifeation, coverage, Fequeney plan and ‘tial slot to be used, as pat of dzcussions concerning the Project andthe review ‘process reference in Seton 13, 1.15. ARSAT will kad the process obtia for Newco a geostationary orbital sot for AARSAT. and alles, registry and governmental authorizations equied to provide tstelitebrosdbant services in Argentina ‘Th orbital lets under consideration for the deployment of ARSAT-3 would be an Argentine geostationary orbital slot et 81° Wik, 915° WAL or 72° WAL. The orial lt location may change asa result of dlscuesons conciming the Projet. The Paris would agree on the orbital slot to piace ARSAT. pela to exeetion of the Final Agreement. ARSAT will lead the process to ofa for Newco al egal regultory and goverment authorizations fecesery to laure, operte and leat the ARSAT-3 at the selected orbital location ‘Sd provide site te broadband services 1.16, APSAT wil ed th proces for eorfiming frequeny coordination in relation tothe frequencies and etal slots stout inthis document. HUGHES wil provide ARSAT ‘wih suppor for soordnation of Ka-band fequenies i the Norern hemisphere, if required 1.17. ARSAT would procure Ka-band capacity from Newco for upto 25% of ttl capacity valable om ARSAT-3 on mutually agreed forma. ARSAT ie leo willing (0 4 AS Lis. sas devolop a base of potential aurtomere for Kabaed broadband carvices that wil be twansered to ARSAT- once the sbelit soptacnal and prior tots aunch, ‘Upon the execution of a Final Agreement, HUGHES would provide reasonable cooperation and assistance to ARSAT and Newco to suppor the bringing into use of the frequency asignments designated by the ITU satelite network fling ieniid as [ARSAT-D asset forth in Spectl Section N° CH/CI3363 filed on March 27,2013, (APD by Argentina and published in IFIC BR 2748/9.07 2015, as modified (the SARSAT-D ITU Filing" a the 81° West ongitde rb slt by September 12, 2019, Satelite opertions will be provided w Newco Wy ARSAT. ARSAT3 willbe ‘operted fom the ARSAT contol center by ARSAT personel Paylosd management procedires willbe defined solely by Neweo. Satelite commanding and TT&C will be fone solely fom the ARSAT contol centr. Tem end conditions, inluding pricing td payment, for such services would be mutually agreed by the Pris conient ‘wih the Related Party Transactions RPT") pelcy to be adopted by the Neweo Bord CGzteway and broadband service operations and service delivery suppor systems ‘would be provided to Newco by HUGHES. Fer optics or ita center Services| fequired in Argentina by Neweo would be povided by ARSAT. Terns and ‘conditions, including peicing end payment, for such services would be mutually ‘ered by the Parties consistent with the RPT atic. “The Parties wil have frhr discussions regarding additonal capacity fo the Projet, including consideration ofa high-throughput satelite within the ist 12 months of | Newco and threaRtr on t east a semi-annual or annual basis as agreed by the [Newco board. Further, ARSAT and HUGHES wil agre to explore the possibly of | Joatly investing in steliter beyond ARSAT:3 that may operate in a varity of diferent frequency bands and ffom any of ARSAT's orblal slots, where i is ‘tually beneficial othe Paris. [Newco would have board of directors ("Boar"). The specific numberof directors ‘would be determine by the Paris. The Party wih he rnjvity ownership intrest ‘would have the right appoint a major ofthe dirctors. Board approval would be Feauired for significant or material sctivie, the sopeof which wil be defined in the nl Agreement. ‘The Parties woul nes om xpnpinte mechanisms for resolv derdocks [Newco executive management would be appointed bythe Newco Board "Newco would continue as lng a itis commecily viable. Parts would agree on provisions relating to lock-in periods, ant-luion righs, wall-evay rights termination of Newco, et. HUGHES would be the exclusive spplier of Gateways, VSATs aad ll oter ground network equipment and broadband satelite technology to Newco, and Neweo would tse exclusively broadband satelite equipment and technology supplied by HUGHES forthe provision of satelite broadband services from ARSAT in Argentina and any ote atlites Neweo wer to provide salle oadband services in Argentine ‘ARSAT would be the exclusive supplier of fiber opis andor data cater services to A= Ar a 1.1.16. Any distributions and dividends from Neveo would be made in proportion to the Pests respective ownership interests pursuant fo the dividend policy adopted by the Neweo Board 1.117. ARSAT will lok for ways ond will we reasonable efforts to work with local futortes and entities in Argentina to promote regulations and policies, oriented {owards leveraging and safeguarding the Pare’ investments inthe Project, Neweo land ARSAT3 and privtzing the sso of ARSAT- forthe provisen of broadband ‘vices inorder to optimize Argentine’ orbital hts. [As soon as practicable afer signing this Term Sheet, ARSAT will provide ‘0 HUGHES all relevent information regarding ITU fequency coordination ofthe bial si set out in his ‘Term Shect and the appliable regulatory auorizations for de frequency bands, coverage and sevice areas ofthe satellites tobe used forthe Projet. Upon, signing this Term Shect, HUGHES and ARSAT agiee to participate in tinely rnepotations and coopers, act reasonably and work in good fh with diience towards & got! ofexeatng the Final Agreement forthe Project on or before August 31, 2017 (sich Inter die ws the Party may apres in wring). During sich period, the Parties nou cooperate tnd workin good faith odo the following: i) develop a 15-year business pas for Newco and ‘eterine the capital requirements for the initial funding. and operstions of Newco, the amount of cash to be contributed to Newco and te amount of deb tobe incured by Newco; ireview fhe satellite and gateway design and wrchteture and determin the respective costs ofthe satelite and Gateway, which woul be ured for developing the business plan; andi) ‘conduct ational de diligence ns mtualy agreed. As part ofthe stelle and Gateway review, ech Party would provide te other a breakdown of costs forthe procurement and Taanch of the stelle andthe procurement, installation and commissioning ef the Gateway, tn pe lem level. The busines plan tobe developed by the Pais woule be serve asthe basis for determining Neweo's eaptal requirements an the espitlcontbutonsrequred for NNeweo. The Partie would make capital contributions to Neweo ia proportion 1 ther fespective ownership itret in accordance with the business plan after accountng foray tebe financing of Newco, The Parties would adres in the Final Agreemert the funding of [Newco tnd the proportion of cath and any debt nancing sed to meet Neweo's capital requirements for he Project. “The terms ofthis document are not exhstive and are inended o document sone, but ot all of the enn that have been dicted by the Pars. The tems and conditions fr Neco and the planed partners o develop the Project wil be asst forth in &defitve aeement ("Final ‘Agreement o be negotited, mutually agfod and duly executed by the Parts, (COSTS, WARRANTIES AND RELATIONSHIP Each party sal be responsible forts own cots in connection withthe Projet an shall not be ene t claim for any reimbursement by the oer. IF both Paris agree to use ‘ons: or ther tied party advizers to advise onthe Projector for any other services direty slated to this Term Sheet (Such as performing = market stud), such costs and expense sal be apportioned equally among the Parties ora oherwise agreed between the Pare, [No warranty is given by either pasty that infomation or assistance supplied by it to the ther partyin connection withthe Projet wll be eormplee and accurate or fit fr any partieular purpose, cr that such information wil not infinge any third party rights ard all express or rpg arate that maybe validly exslded by aw thal be herey encoded ey B= ay 2.3, Nothing in hi document shall be constried aa grant by one party to the other oF any frm of iense 2 use any ofthe information ic discloses hereunder orto dealin any Way with ny ofthe ites propery rights ofthe other party. 24, Nothing herein contained shall be construed as autorzing ther Party to ct as en age or representative ofthe oe orto make any commitment or erate any obligations for he cher ‘without uch Party's roe writen consent. 115. The relationship between the Fates shal be solely that of independent ene, and noting inthis Term Sheet shall be deemed to constitu, create or give effect, or otherwise be ‘recognize asthe creation of busines ently of any kind and the rights and obligations of the Parts sal be ltd othove expressly set forth herein, (CONFIDENTIALITY 5.1. The mates contemplated in this Term Sheet and any confidential information provided by ‘pe Party othe ater are tobe tesed inthe strictest confidence and should not be disclosed to third partes whatsonver, without the por writen consent of the oer pany hereto, exept ‘where diglosure le ncessry in order for Party to peeform under this Term Shect tis “uthrized by the provider in writing, andthe recipient shall ensure such persons ener fo @ ‘confidentiality undertaking in similac terms hereto oe to the extent equred by aa applicable Tegal or regulatory requirement, «court order, or ater governmental requirement. Each Far) shall keep secret and conden ll and every prt of any confidential information, ineoSing this Term Sheet and the contens thereof. The Parties further undertake to Keep in a safe an ‘scours place all confidtal information recived in connection with thi Term Shee. 32, Inthe event hat the Projet is ot complete ors discontinued, each party undertakes tat it ‘ll nt disclose or make use of, for own bene, any ofthe information of a confides ature rlting tothe other part and its busines, which hasbeen disclosed hereunder. The provisions ofthis clause 3 do ot apply to any informatio, which is publicly avalble «the tine of dclosure unless digelosed trough bresch ofthis undraking 33, ARSAT may disclose the matters contemplated by this document to INVAP SE, CEATSA, the Argetine Government Ministry of Communications and the Chie? of Cabine of Minister, provided tht, la relation to such mates, each such entity agrees fo be bound by Confidentiality obligations no less retreive than those in ths document. ARSAT shall be Tinble for any breach of confidentiality by any ofthese ents that it aiscloses confidential information fo. A specific NDA wil be aso signed with Thales Alenia Space (TAS) a8 & possible payload provider for ARSAT-3, and with any potential hed party invest in [Newoo; sch NDA wil include bth HUGHES and ARSAT. 44, To the estt that any confidential information is no longer required to enable performance of this Term Sheet, the rexpiem shall retum the coafiental infermatin together with all copies, nets and transcriptions thereat fo the provider fohvith Upon demand but in any ‘vent sal tur the confidential information and all opis, notes and transcriptions ofthe Same upon the termination ofthis Term Shee. 415, The Partios agree that no public release of anaouncement concerning this Term Sheet or planned joint business opporanites identified under the terms ofthis Term Sheet shall be ‘made witout the advance writen onsen ofeach Party. 36 This Seton 3 stl! survive the termination ofthis Term Sheet fore pariod of hoe (3) years. 4 GOVERNING LAW AND ARBITRATION acc F 4.1, The consction, validity and performance of this Agreement shall be govemed In all respect the laws of New Vor, 42, Alldpute beweun the Paes i eonetion wither rising ou of te existence, validity, ‘onsrusion, perfomance or einaion of his Agreement (or ay tems theres) sll be Setled trough arbiration in accerdance with the Rules of Aisation of the Iverson ‘Chuner of Commer (ICO), ainsered by one arian appointed under the sald Rules. ‘The abitationpoceding shal be condictedn the English language ad hed in New York, [New York, USA, siting te borough of Maahatan. The avard tall en wing sd shal se forth ia reasonable detail the facts of the Dispte and the reasrs forthe buras ‘sxison, The abaton avard shill be final and binding betwen the Pay, tee ‘iecesors and asigns which shal comply in good faith with sich decison, ae judgment ‘hereon maybe ened in any cou ving judi for is enforcement. 5. GENERAL Sa, This Agremet i writen in English and Spanish guage. Incase of confit been the ‘vesion, he English verson shal preva 52, This Term Shet shall become effective upon te dat heret, and salen valid unt Decener 31, 2017. Should ether Pury deemine (ot its sole discretion) tat the continuation of this Ter Steet Iso longer appropriates the respective techriel oF ‘commercial objectives ofthe Fates wil st be achieved, such Party wil no the ater OF Is cones andthe raonale for requesting termite. isuch concems cant be resclved jn s matualy satisfactory mamer within seven (7) days of notation, ether ary may ‘ermine this Term Sheet spon thy (30) days advance writen notice tthe ter Pay, and ‘ether Pry sal have any Tail othe oer 53. This Term Sheet consti the whole agreement been the Pats wing tots sujet, 54. This Term Sheet is an expression of interest betwen the Paris and the Parties aknowedge ‘at they mas complete negations on the pels et fo heels a wel on pois beyond the scope of tis Term She, which epelations may also ease th ms set forts ths ‘Teo Shea tobe fuer negated and changed. Accordingly th es nd onions for the development ofthe Proje: wl be a et fot nthe Fal Agreet, whieh as been spproved by all nocessay oF appropeate corporate acon and goverment toe, ‘dxermind by each Pry, in ls oe nd sbsoltecscrton, in the even ta the Paes ae ‘unable to conde Fal Agreement, fr any reason or no reason whascever, mie Party shall have ry lability tothe oer. 55. Neither Pry no any ofits afilines, nots or their spective offices, deco, employes or professional advisors shal be ible for any crc, ide, conseuetal,puntive or Similar los or damage resulting fom or arising ou ofthis Term Sheet including (ut not limited to) os of peo, os of business oppor or business inteTuption, howsoever caused 56. Bach Pay warns tai has net mae or ord an that i will a make or offer with respect to the mates Which are subject ofthis Term Sheet, any paymeng i, wheter ‘rectly or tough Imemedires, to or forte use of any publ een (Le any person ong legslatve, ailseaive o Judie ofc, Ineling any person exersing ‘ ee ® 57 38 5. 510 sa public futon for a public agency a public enterprise or a publi international organisation), Svnete sien payment git, promize of advantage would vole any applesle leva. ext Pury shall defend, indemnify and hold the other Party harnles fom and aga all claims, amages, losses, penal, cots andlor expenses asing from or related 1 any beach by sich Party ofthis waranty [ether Per shall asin or taste any of is rights or bligations under this Term Sheet ‘without the prie writen consent ofthe other Paty. [No vations or aerations this Term Shest sal be effective unless made in writing and {uly signed bythe authorize signatories ofeach Paty. “Ths Term Sheet may be executed in on or more counterparts and by one o more Pats to any counterpart, each of which shall be deemed an orginal and all of which together shall ‘constitute one andthe same Term Shee [Notices under this Term Sheet shall be in wring and shall be deemed validly given if Aivred by fasimile (epported by positive trenemiston report), post recoded delivery, ‘With prot of posting) or emul (vith red recep) (if an email adress is listed below) tthe Under mentioned individual and shall be deemed tobe delivered upon the date of dispatch [Natces tobe given to ARSAT shall be edressedt: Empresa Argentina de Solciones Setliaes Sociedad ‘Anénima ARSAT) ‘Avenida Gra, 1D. Prén 7934 BIezIBGY, Benavider, Province of Buenos Aires, Argentina For the atenton of: Femando Montes ‘Telephone No, 4154 115811 2600 Ena finontesurstcom ar [Notices tobe given to HUGHES sal be adresse to Hughes Network Systems, LLC LITY7 Exploration Lane Germantown, Maryland 20876 USA Forte anention of Gener Counsel ‘Telephone No, +1G01) 285500 Fax No +1601) 282818 Email Iegalnties Hughes @hughes com 1 exgrsay agreed tht hi Term Shoot and all civiies contemplated by this Term Sheet ‘will be su8ject to and conducted in compliance with all applicable export controls and ‘sonomiesantons law and regulations imposed or administered by () the United Stses end (Gi) Argentina (coletively, “Trade Controle". Thus each ofthe Pris warans tha it shall ot, diety of indies, use, sel, provide, expor, re-export, transfer, dive, loan, leas, ‘consign, e7otberwize dispose of any procul, software, souree code, technology (including Products cerved from or based on such software, source code of technology), or services ‘eseived frm the othr Pary to wy person, eat, end-user or destination prohibited by such Trade Controls without obtaining any required government eutorizaon. The Parties snowledge and agree that HUGHES may be requied to obain government approvals or rf : ‘exceptions under applicable Trade Controls in order o priate in potions of fe process {2 fonh > Seetion 1.3 and HUGHES" partipation will be expressly coninge upon and ‘subjet to obtaining and maining any and all such government approvals or exceptions. ‘The obligations sated herein shall survive the expiration, cancellaon or terninat ofthis ‘Term Shent or any other reltedagrementcotract. ach party hereby confirma its agreement to the terns contained in this Term Shoe a ditht Male Det uly authorized f6F@nd on behalf of ‘HUGHES

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