Skynet Space Segment Service Agreement - Colorado Satellite Broadcasting Inc. and Loral Skynet
Colorado Satellite Broadcasting Inc.-T70112100 Final Service Description 1-24-02
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T70112100
AGREEMENT BETWEEN
COLORADO SATELLITE BROADCASTING INC.
AND
LORAL SKYNET(R)
CONCERNING SKYNET(R) SPACE SEGMENT SERVICE
This Agreement is made this 24th day of January, 2002 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 SpaceCom Corporation, a corporation organized and existing under the
laws of the State of Delaware, U.S.A., doing business as Loral Skynet, and
having a place of business at 500 Hills Drive, Bedminster, New Jersey 07921
(hereinafter referred to as "SKYNET", which expression shall include its
successors and permitted assigns).
WITNESSETH:
WHEREAS, SKYNET has satellite capacity available for the purpose of providing
service to Customers on such satellite(s);
WHEREAS, CUSTOMER desires to obtain C-Band space segment capacity on the Telstar
7 satellite to be used for satellite transmission service; and
NOW, THEREFORE, CUSTOMER and SKYNET, in consideration of the mutual covenants
expressed herein, agree as follows:
1. SKYNET SERVICES
1.1 SKYNET offers and CUSTOMER hereby orders C-Band, Non-Preemptible satellite
space segment service from February 1, 2002 through January 31, 2006
consisting of 9 MHz of total bandwidth allocation (bandwidth and associated
power). Such service will be provided on a full-time basis via the Telstar
7 satellite and will consist of Tracking, Telemetry and Control ("TT&C")
and maintenance of the satellite used to 'provide the space segment
capacity.
SKYNET(R)is a registered trademark ofLoral SpaceCom Corporation
LORAL SKYNET PROPRIETARY
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Colorado Satellite Broadcasting Inc.-T70112100 Final SERVICE Description 1-24-02
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1.2 This Agreement consists of this Service Description and the following
documents, which are attached hereto and incorporated herein by reference:
1) The General Terms and Conditions
2) Exhibit A - Circuit Parameters
3) Exhibit B - Satellite Access Procedures
1.3 The service as described in Section 1.1 above shall hereinafter be referred
to as the "Service" or "Services".
1.4 The Service is furnished to CUSTOMER subject to this Agreement including
terms and conditions set forth in the General Terms and Conditions,
attached hereto and incorporated by reference.
2. RATE AND TERM OF SERVICE
CUSTOMER shall pay a monthly rate for the Service in accordance with Para,apb 2
of the General Terms and Conditions.
3. WIRE TRANSFER INSTRUCTIONS
All payments shall be made in immediately available U.S. dollars by electronic
funds wire transfer as follows, except as SKYNET may otherwise designate in
writing.
To ensure accuracy, CUSTOMER should also include its SKYNET account number and
the invoice number for which payment is being made.
4. 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
LORAL SKYNET PROPRIETARY
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Colorado Satellite Broadcasting Inc.-T70112100 Final Service Description 1-24-02
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first-class, registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
(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 which shall be
delivered, shall be deemed sufficiently given, served, sent or received for all
purposes at such time as it is delivered to the addressee named above as to each
party, with the signed messenger receipt, return receipt, or the delivery
receipt being deemed conclusive evidence of such delivery.
5. 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
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6. ENTIRE AGREEMENT
This Agreement, along with matters 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 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 / or 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 that if such invalid or unenforceable provision provided a
material benefit to a party hereto, such party shall have the right to terminate
the Agreement without liability to the other.
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 BROADCASTING, INC. LORAL SKYNET, A DIVISION OF 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 25, 2002 Date: January 29, 2002