Skynet Transponder Service Agreement - Colorado Satellite Broadcasting Inc. and Loral Skynet
Colorado Satellite Broadcasting Inc. -T40110100 Final Service
Description 1-24-02
Page 1 of 5
T40110100
AGREEMENT BETWEEN
COLORADO SATELLITE BROADCASTING INC.
AND
LORAL SKYNET(R)
CONCERNING SKYNET(R) TRANSPONDER SERVICE
This agreement is made this 24th day of January, 2002 (the "Agreement") by and
between Colorado Satellite Broadcasting Inc., a corporation organized and
existing under the laws of the State of Colorado and having its primary place of
business at 7007 Winchester Circle, Suite 200, Boulder, CO 80301 (hereinafter
referred to as "CUSTOMER", which expression shall include its successors and
permitted assigns) and Loral Skynet, a division of Loral SpaceCom Corporation, a
corporation organized and existing under the laws of the State of Delaware, and
having a place of business at 500 Hills Drive, Bedminster, New Jersey 07921
(hereafter referred to as "Loral Skynet" or "SKYNET", which expression shall
include its successors and permitted assigns).
WITNESSETH:
WHEREAS, CUSTOMER desires to obtain service on numerous C-Band transponders on
the Telstar 4 Satellite to be used for satellite transmission service; and
WHEREAS, SKYNET has satellite capacity available for the purpose of providing
service to Customers on such satellite(s);
NOW, THEREFORE, CUSTOMER and SKYNET, in consideration of the mutual covenants
expressed herein, agree as follows:
1. SKYNET SERVICES
1.1 (a) SKYNET offers and CUSTOMER hereby orders satellite transponder service
from January 1, 2002 through December 31, 2002 on two (2) 36 MHz,
Preemptible, C-Band transponders (initially provided on transponders C 1,
C4) on a full-time basis via the Telstar 4 satellite (the "Serving
Satellite"). Such service consists of bare transponder capacity, with
intrasatellite and intersatellite transponder management along with
Tracking, Telemetry and Control ("TT&C"), and maintenance of the satellite
used to provide the transponder capacity.
SKY-NET(R)is a registered trademark of Loral SpaceCom Corporation
LORAL SKYNET PROPRIETARY
<PAGE>
Colorado Satellite Broadcasting Inc. -T40110100
Final Service Description 1-24-02
Page 2 of 5
(b) SKYNET offers and CUSTOMER hereby orders satellite transponder service from
January 1, 2002 through June 30, 2003 on two (2) 36 MHz, Preemptible, C-Band
transponders (initially provided on transponders C5, C7) on a full-time basis
via the Telstar 4 satellite (the "Serving Satellite"). Such service consists of
bare transponder capacity, with intrasatellite and intersatellite transponder
management along with Tracking, Telemetry and Control ("TT&C"), and maintenance
of the satellite used to provide the transponder capacity.
1.2 The service as described in Section 1.1 above shall hereinafter be referred
to as the "Service" or "Services".
1.3 This Agreement consists of this Service Description and the following
documents, which are attached hereto and incorporated herein by reference:
1) General Terms and Conditions
2) Exhibit A - Performance Parameters
3) Exhibit B - Transmission Parameters
1.4 It is a condition precedent to the effectiveness of this Agreement that the
Agreement between Fifth Dimension Communications Holdings, Inc. and SKYNET,
originally entered into April 27, 1997 and amended effective October 23,
1998 has been further amended to terminate Service under that Agreement,
with such termination to be effective as of 12/31/01.
2. RATES AND TERMS OF SERVICE
CUSTOMER shall pay a monthly rate for the Service in accordance with Paragraph 2
of the General Terms and Conditions.
LORAL SKYNET PROPRIETARY
<PAGE>
Colorado Satellite Broadcasting Inc. -T40110100 Final
Service Description 1-24-02
Page 3 of 5
3. WIRE TRANSFER INSTRUCTIONS
All payments shall be made in immediately available U.S. dollars by electronic
funds wire transfer.
To ensure accuracy, CUSTOMER should also include its SKYNET account number and
the invoice number for which payment is being made.
4. OPTIONS
4.1 TO EXTEND ON TELSTAR 4 ONLY
Beyond the end dates on any or all of the transponders identified in Section 2
("RATES AND TERM OF SERVICE"), CUSTOMER may have the option to extend ("Option
to Extend") Service on the Telstar 4 satellite or another satellite at the same
orbital location, subject to availability, on a month to month basis following
not less than thirty (30) days prior written notification of such Option to
Extend to SKYNET.
4.2 OPTION TO TERMINATE ONE TRANSPONDER EARLY
Customer has the option to terminate service on any one (1) of the transponders
provided under this Agreement with a sixty (60) day prior written notice of such
termination, provided such termination may be effective no sooner than September
30, 2002. Once requested, such termination is irrevocable. In the event of such
termination CUSTOMER will be responsible for all charges and liabilities up
through and including the date of termination.
5. NOTICES
All notices, demands, requests, or other communications which may be or are
required to be given, served, or sent by one party to the other party pursuant
to this Agreement (except as otherwise specifically provided in this Agreement)
shall be in writing and shall be delivered by confirmed facsimile, confirmed
overnight mail, by hand or mailed by first-class, registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:
LORAL SKYNET PROPRIETARY
<PAGE>
Colorado Satellite Broadcasting Inc. - T40110100 Final
Service Description 1-24-02
Page 4 of .5
(i) If to CUSTOMER: Colorado Satellite Broadcasting Inc.
7007 Winchester Circle, Suite 200
Boulder, Colorado 80301
Attention: Director of Legal Affairs
Phone: 303-786-8700
Fax: 303-938-3838
Billing Contact: Accounts Payable
Same address as above
(ii) If to SKYNET: LORAL SKYNET
500 Hills Drive
Bedminster, NJ 07921
ATTN: Ted Corus
Executive Vice President-SKYNET Satellite Services
Phone: 908-470-2320
Fax: 908-470-2459
(i) Copy to: LORAL SKYNET
500 Hills Drive
Bedminster, NJ 07921 Attention:
Daniel J. Zaffarese Senior Contract
Manager Phone: 908-470-2352
Fax: 908-470-2453
Either party may designate by notice in writing a new address or addressee, to
which any notice, demand, request, or communication may thereafter be so given,
served or sent. Each notice, demand, request, or communication shall be deemed
sufficiently given, served or sent for all purposes three (3) days after
depositing such notice in the United States Mail or one (1) day after delivery
to a nationally recognized overnight courier for overnight delivery if such
notice is properly addressed and the appropriate fee is prepaid and the same day
as hand delivered or faxed with confirmation.
6. GOOD FAITH
CUSTOMER and SKYNET agree to exercise good faith in their application of the
provisions of this Agreement and in the performance of their obligations under
this Agreement.
LORAL SKYNET PROPRIETARY
<PAGE>
Colorado Satellite Broadcasting Inc. - T40110100 Final Service
Description 1-24-02
Page 5 of 5
7. ENTIRE AGREEMENT
This Agreement, along with written documents incorporated herein by reference,
constitutes the entire agreement between CUSTOMER and SKYNET relative to the
Service, and this Agreement can be altered, amended or revoked only by an
instrument in writing signed by an authorized representative of both CUSTOMER
and SKYNET. CUSTOMER and SKYNET agree hereby that any prior or contemporaneous
oral and written agreements between and among themselves and their agents and
representatives relative to the subject of this Agreement are superseded and
replaced by this Agreement. Any provision of this Agreement found to be
unenforceable or invalid by a court of competent jurisdiction shall in no way
affect the validity or enforceability of any other provision except th at if
such invalid or unenforceable provision provided a material benefit to a party
hereto, such party shall have the fight to terminate the Agreement without
liability to the other. Each party represents that it has caused this Agreement
to be executed on its behalf by a representative empowered to bind that party
with respect to the undertaking or obligations contained herein.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of
the day and year first above written, and agree to the terms and conditions set
forth herein.
COLORADO SATELLITE LORAL SKYNET, A DIVISION OF
BROADCASTING INC. LORAL SPACECOM CORPORATION
By: /s/ Ken Boenish By: /s/ R.J. Demartini
Name: Ken Boenish Name: R.J. Demartini
Title: President Title: Director, Supplier Relations &
Customer Contracts
Date: January 29, 2002 Date: January 29, 2002
LORAL SKYNET PROPRIETARY