EXHIBIT 99.7
PERMIT GRANTED BY THE FEDERAL GOVERNMENT THROUGH THE MINISTRY OF COMMUNICATIONS
AND TRANSPORTATION (THE "MINISTRY") TO SERVICIOS DE INFRAESTRUCTURA, S.A. DE
C.V., ("SINFRA") TO INSTALL, OPERATE AND EXPLOIT AN EARTH STATION OR TELEPORT
NETWORK TO PROVIDE DEDICATED DOMESTIC PRIVATE LINE SERVICES THROUGH THE NATIONAL
SATELLITES OR THOSE DETERMINED BY THE FEDERAL GOVERNMENT IN ACCORDANCE WITH THE
FOLLOWING ANTECEDENTS AND CONDITIONS:
ANTECEDENTS
I. The National Plan of Development 1989-1994 establishes the importance of
the modernizing telecommunications for National Development and
emphasizes the need to diversify services, improve quality and expand
coverage with more participation of individuals.
I. The Telecommunications Modernization Program 1989-1994 establishes the
need to promote the development of new services in competition that
utilize the existing capacity of the national satellites and complement
the country's basic telecommunication services
I. As well, such program considers the possibility for telecommunication
entities to install and operate master earth stations or teleports and
very small aperture terminals (VSAT's) located at the customer's
facilities that allow the establishment of circuits and private networks
sharing the satellite's capacity.
I. On March 30, 1994 SINFRA submitted a request to the Ministry for a
permit to install, operate and exploit a network integrated by a master
earth station and remote earth stations in several areas throughout
Mexico, that would use the satellite capacity under the charge of the
Federal Government.
The Ministry acknowledges that SINFRA satisfies the technical and legal
requirements, in accordance with the antecedents mentioned above and with
Article 36 of the Federal Public Administration Law, 6th Section X of the
Internal Regulations of the Ministry, 3rd, 9th, and 11th of the General
Communications Law, 6th, 34th and 58th Section II of the Telecommunications
Regulations, and hereby grants the following:
PERMIT
To install, operate and exploit an earth station network (the "Network") to
provide dedicated services through the national satellites or those determined
by the Federal Government in accordance with the technical parameters specified
in Addendum 1 of this permit. The Network will be designed as follows in its
first phase:
A Master Earth Station located in Mexico City to provide dedicated services and
private networks via national satellites to provide voice, data and
videoconferencing services through VSAT's located at the customer's facilities
that will allow the shared use of the master earth station and satellite
capacity.
CONDITIONS
i. PERMIT SCOPE
1a. APPLICABLE LEGISLATION
The installation, operation and exploitation of the earth stations
mentioned in this permit shall be governed by the Mexican Constitution,
the General Communications Law, National Property Law and Federal
Copyright Law and its regulations, by international agreements,
contracts and treaties executed and any future agreements, contracts and
treaties to be executed and ratified by the Mexican Government in this
matter and by the terms of this permit.
2a. DEFINITIONS
To determine the scope and specify the services mentioned in this permit
the terms utilized within this permit are defined below.
2a.1 MASTER EARTH STATION
Main Earth Station owned by the permit holder that provides dedicated
circuits and domestic private networks through VSAT's.
2a.2 REMOTE EARTH STATION
Small earth stations that provide links up to 128 Kbps. or its
equivalent in voice, data or videoconferencing channels owned by the
permit holder and/or the customers.
2a.3 DOMESTIC LINK VIA SATELLITE
Link established by the use of a national satellite or between earth
stations located within Mexico through the use of domestic,
international or foreign satellites.
2a.4 DEDICATED DOMESTIC LINK VIA SATELLITE
Point to point and/or point to multi-point telecommunication circuit
using VSAT'S and sharing the use of the master earth station and
satellite capacity contracted by SINFRA with the Ministry or with
Telecomunicaciones de Mexico ("TELECOMM").
2a.5 PRIVATE LINK
Telecommunication circuit that is established and used for customer's
internal communications.
2a.6 INTERNATIONAL LINK
Link that is established between an earth station located in Mexico and
an earth station located in another country through the use of a foreign
satellite.
2a.7 SATELLITE CAPACITY
Satellite capacity that TELECOMM provides to third parties, which is not
extensive to earth stations for domestic links.
II NETWORK OPERATION, EXPANSION AND EXPLOITATION
3a. MASTER EARTH STATION LINKS
SINFRA may install and operate the transmission and switched
infrastructure that it may require to send communication signals,
control and supervise between the master earth station and the
customer's remote earth stations, and between this and the point of
connection with other networks or it can use the networks of other
companies or entities authorized by the Ministry to carry such signals.
4a. NETWORK EXPANSION
SINFRA must present each year to the Ministry an updated configuration
of the Network, including a customer list and the way in which the
customer's are connected to the master earth station and the number of
customer remote earth stations, their location within Mexico and the use
of the assigned frequencies.
5a. NETWORK MODIFICATIONS
SINFRA shall require previous approval from the Ministry to realize any
substantial modifications to the Network when such modifications could
negatively affect the customer's equipment or the networks with which it
is interconnected.
6a. TECHNICAL STANDARDS
SINFRA must construct and establish the authorized Network with
equipment complying with the homologation conditions established by the
Ministry.
7a. AVAILABILITY OF FREQUENCIES
The services to be provided under this permit will be subject to the
availability and efficient use of the capacity of frequency bands C and
Ku on domestic satellites or other satellites that Telecomunicaciones de
Mexico (TELECOMM) may determine for service needs.
8a. NETWORK IMPLEMENTATION
The system must begin operating within the first twelve months of
receipt of this permit; otherwise, the administrative process to void
this permit will be initiated.
9a. MARKETING, INSTALLATION AND MAINTENANCE SERVICES OF VSAT's
SINFRA can market, install, and maintain the customer's VSAT's through a
separate accounting process and/or through affiliates or agents.
10a. PURCHASE OF EARTH STATIONS BY SINFRA CUSTOMERS
SINFRA customers may use SINFRA's earth stations or may acquire VSAT's
with any vendor of their choice that satisfies the standards established
by the Ministry.
11a. REMOTE STATIONS CONNECTION
SINFRA must provide service to any customer requesting so. SINFRA may
deny providing service only if the customer's equipment is not
compatible with its network or does not satisfy the standards
established by the Ministry.
12a. MARKETING CRITERIA
SINFRA will present to the Ministry within 30 days of issuance of this
permit the marketing criteria it will use with customers for the
services that SINFRA will provide. Modifications to such criteria must
be notified to the Ministry within 30 days of their effective date.
13a. EMERGENCY SERVICES
SINFRA must provide emergency services free of charge to institutions
and organizations providing emergency services, granting them priority
for their communications; security services and those of emergency help
will be provided in accordance with the applicable international
agreements.
14a. SINFRA'S RESPONSIBILITIES
SINFRA shall be the only responsible party before the Ministry for the
provision of services; the Ministry shall not be liable in regards to
SINFRA's customers. In the event SINFRA does not provide the services in
the terms and conditions set forth in this permit, the Ministry will
apply necessary measures.
II INTERCONNECTION
15a. INTERCONNECTION WITH PUBLIC NETWORKS
SINFRA will negotiate with other telecommunication operators or carriers
authorized by the Ministry, the terms and conditions for interconnection
of the Network with such operators. In the event an agreement is not
reached within two months of the interconnection request, the Ministry
will intervene and determine such terms and conditions.
16a. INTERCONNECTION WITH FOREIGN NETWORKS
In the event it would be necessary to negotiate with any foreign
government any interconnection to the Network, SINFRA will realize
before the Mexican government through the Ministry the necessary terms
for the execution of their respective agreement. Interconnection
agreements that are executed with foreign companies must be previously
approved by the Ministry who can modify them when the Ministry considers
that it will damage the interests of any other network operators,
customers or Mexico.
17a. NETWORK INTERFERENCE
The operation of the services must not affect the quality nor interfere
in any manner whatsoever with any other authorized telecommunication
services that share the frequency bands utilized; otherwise, SINFRA must
make any necessary modifications to the Ministry's satisfaction in order
to avoid or eliminate such interference.
18a. SIGNAL CONDUCTION AGREEMENTS VIA SATELLITE
SINFRA will contract with TELECOMM the satellite capacity that it may
require to provide the services authorized and shall be responsible for
payment of the corresponding tariffs.
IV RATES
19a. APPLICABLE RATES
SINFRA will register with the Ministry the rates for the services
provided through the Network. These rates must be competitive on an
international level. SINFRA will present to the Ministry rate studies
every year and must include productivity improvements and costs for
services.
If the Ministry believes that sufficient competition will be generated
with any of the communication services provided, more flexibility in
rate control may be authorized.
SINFRA may apply promotional rates lower than the maximum rates as long
as these promotional rates do not reflect a direct loss.
20a. COST ACCOUNTING
SINFRA must have a cost and revenue accounting system for the services
offered that identifies the functioning of such services.
21a. REVENUE PARTICIPATION
In accordance with Article 110 of the General Communications Law, SINFRA
must pay on a monthly basis to the Federal Government 2.5% of its
tariffed revenue provided through the earth stations.
III. GENERAL PROVISIONS
22a. PAYMENT OBLIGATION TO TELECOMUNICACIONES DE MEXICO
SINFRA must pay on a monthly basis 2.5% of its tariffed revenue to
Telecomunicaciones de Mexico for its support, supervision of services,
analysis and carrier assignment or frequency assignment.
23a. FAIR COMPETITION AND PREFERENTIAL TREATMENT
SINFRA shall not be able to apply monopolistic or preferential practices
that may prevent fair competition with other companies providing the
same services.
24a. INSPECTION AND SUPERVISION
At all times the Ministry shall have the authority to supervise and
inspect the installations and services provided by SINFRA. SINFRA shall
give the Ministry all the help it may require. The Ministry will verify
through regular inspections the fulfillment of the technical and
administrative standards, and its coverage commitments, operation, and
service quality.
25a. TECHNICAL AND ADMINISTRATIVE INFORMATION
SINFRA must provide to the Ministry the technical, administrative and
financial information in the form and terms that the Ministry may
determine.
26a. REAL RIGHTS
This permit does not create real rights in favor of SINFRA nor of third
parties regarding public domain property affected by the authorized
services; any hoarding practice regarding such property in the provision
of services by SINFRA will void this permit.
The Ministry reserves the right to grant another or other permits to
third parties, so that they may exploit within the same geographical
area, or in a different area, identical or similar services contained
herein.
27a. ASSIGNMENT
SINFRA shall not assign, transfer, pledge, encumber, or sell in any
manner whatsoever, totally or partially, this permit or the rights
derived from this permit to third parties without previous authorization
from the Ministry.
28a PAYMENT OF RIGHTS.
SINFRA must pay within 30 days from the date of this permit, the fees
established by the Federal Rights Law for technical studies, granting of
the permit, inspection visits, Network changes or modifications and
those that may result hereinafter.
II TERM, TERMINATION AND CANCELLATION
29a. TERM
This permit will be in effect for 15 years effective from the date this
permit is granted. The Ministry shall review this permit 5 years after
its granting considering the public interest and may include new terms
if necessary.
This present permit may be renewed for an equal term if SINFRA has
satisfied the conditions this permit imposes, requests such renewal 180
days in advance of its expiration and accepts the new conditions that
the Ministry may impose.
30a. CAUSES OF CANCELLATION
This permit will be cancelled for any of the following reasons in
addition to those specified in Article 29 of the General Communications
Law.
I. For not efficiently and regularly providing the services
herein notwithstanding the warning made by the Ministry to
SINFRA.
II. For total or partial service suspension without previous
authorization from the Ministry and without justified cause.
III. Because the facilities authorized are modified, or the
nature or conditions in which the authorized services are
provided are substantially altered, without previous
authorization from the Ministry.
IV. For nonpayment of the amounts stated in Paragraphs 20a and
27a.
V. For any repeated violation of the obligations herein, and
having received a written warning from the Ministry.
VI. For not complying with the assigned technical parameters in
the operation of the services herein.
VII. For not complying with Paragraph 8 of this permit.
The cancellation of this permit will be subject to the process
established in Article 34 of the General Communications Law.
31a. GUARANTEE
To guarantee compliance with the obligations imposed in this permit,
SINFRA shall obtain a bond with an authorized company in the amount of
$1,000,000 (One million pesos) payable to the Federal Treasury. This
guarantee shall remain in effect during the term of this permit.
SINFRA agrees to increase the amount of the bond within ten (10)
business days if the Ministry feels it is necessary.
The bond must contain a statement saying that the bonding institution
accepts the rules contained in Articles 95 and 118 of the Federal
Bonding Institutions Law in effect and waives the benefit of discussion
in accordance with the policy model approved by the Federal Treasury.
This permit will go into effect on the day of its signature.
Granted in Mexico City on the (Illegible Stamp) of the month of one thousand
nine hundred and ninety four.
SUBSECRETARY FOR COMMUNICATION AND TECHNOLOGICAL DEVELOPMENT
Signature
LIC. ANDRES MASSIEU BERLANGA