Teleport Services Agreement [Amendment No. 4] - Williams Communications LLC and Colorado Satellite Broadcasting
Amendment IV
THIS AMENDMENT IV ("Amendment") is made this 30th day of September, 2002, by and
between Williams Communications, LLC ("Williams Communications") and Colorado
Satellite Broadcasting, a division of New Frontier Media, Inc. ("Customer").
WHEREAS, Williams Communications and Customer are parties to that certain
Teleport Services Agreement, effective the first day of April, 1999, as amended
(the "Agreement"); and
WHEREAS, Williams Communications and Customer desire to further amend the
Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and mutual promises
and covenants of the parties hereto, the receipt and sufficiency of which is
hereby acknowledged, Williams Communications and Customer agree to amend the
Agreement as follows:
1. Section 1 (A) of the Agreement shall be deleted in its entirety and
replaced with the following:
A. A 45Mb microwave link to provide Customer with tertiary backup to
Customer's DS-3 circuits from Customer's premises in Boulder, Colorado
("Customer's Premises") to Williams Communications Teleport Denver
(the "Teleport") (hereinafter referred to as the "Microwave Link").
2. Section 3 (b) of the Agreement shall be deleted in its entirety and replace
with the following:
b. Redundant Signal Delivery to Teleport. It is the intent of
the parties that Customer's Terrestrial DS-3 Circuits shall be the
primary and redundant transmission paths, and that the Microwave Link
provided by Williams Communications shall be the tertiary backup
transmission path. In this regard, the output of the MPEG-2
Compression System will be split to be transmitted via Customer's DS-3
Circuits and the Microwave Link for the purposes of redundancy. The
Microwave Link provided by Williams Communications is "single thread"
and does not have any redundant features. The Customer's redundant
DS-3 signals are received at the Teleport and are connected to the
decoding MPEG-2 equipment. The Microwave Link signal is received at
the Teleport and will be manually patched in as required.
3. Exhibit "A," attached hereto and incorporated by reference, shall be added
to, and become part of, the Agreement.
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4. Exhibit "A" shall supersede and replace the following portions of the
Agreement in their entirety: Section 1 (B), (C) and (D); Section 2; Section
3 with the exception of 3 (b) which is amended pursuant to Section 2
herein; and Section 4; Amendments I, II, and III, except as set forth in
Section 5 below.
5. Section 9, "Commitment," as set forth in Section 3 of Amendment III, shall
remain in full force and effect throughout the Original Term of the
Agreement, as "Original Term" is defined in Section 6 of the Agreement
6. Effective Date. The Effective Date of this Amendment IV shall be the later
of 90 days from the date this Amendment IV is fully executed or 30 days
from the date of installation of the TV-1 circuits as described in and
subject to Section 1.2(d) of Exhibit "A." Further, to implement the Service
within this timeframe, Williams Communications requires access to
Customer's Premise, as defined in Exhibit "A," at its request as needed.
Customer shall provide Maintenance Windows, as defined in Exhibit "A," as
requested by Williams Communications, in order to migrate services from the
existing system to the new service design. Williams Communications will
notify Customer of any failure on the part of Customer to provide Williams
Communications with access to Customer's Premise or to provide Williams
Communications' requested Maintenance Windows and Customer understands that
such failure may result in implementation delays. Williams Communications
shall not be responsible for delays caused by the failure of Customer to
comply with these terms.
7. Except as specifically amended herein, all terms, conditions and provisions
contained in the Agreement shall remain unchanged and in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Amendment IV on the 30th day
of September 2002.
Williams Communications, LLC Colorado Satellite Broadcasting,
a division of
New Frontier Media, Inc.
By : /s/ Michael Schlesier By: /s/ Ken Boenish
Name: Michael Schlesier Name: Ken Boenish
Title: Vice President Title: President
Date: 10/04/02 Date: 09/30/02
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Exhibit "A"
This Exhibit "A" sets forth the responsibilities of Williams Communications and
Customer pertaining to the encryption and transmission of Customer's content to
Customer-provided satellite space on the Loral Telstar 4 and Telstar 7
satellites pursuant to the terms and conditions of the Agreement. For the
purposes of the Agreement, the Teleport is defined as Williams Communications
Teleport Denver located at 9174 South Jamaica Street, Englewood, CO 80112. For
the purposes of this Agreement, the Customer Premise is defined as 5435 Airport
Boulevard, Suite 100, Boulder, Colorado, 80301.
Section 1. Teleport Service
1.1 Service Overview. Williams Communications shall, subject to the terms and
conditions of the Agreement, provide to Customer, the use of the Teleport for
full-time dedicated transmissions, based on the terms contained herein, to
uplink Customer's signal(s) from the Teleport to Customer-provided space segment
on the Loral Telstar 4 C-band satellite located at 89 degrees West Longitude,
and the Loral Telstar 7 C-band satellite located at 129 degrees West Longitude
and to furnish equipment and collocation as described herein in relation to
Customer's programming as set forth in Table 1 below ("Customer's Programming"),
and to provide TV-1 Local Loops between Customer Premise and the Teleport (the
"Service"). Customer shall supply Williams Communications with collocation space
and environmentally controlled facilities suitable for operation of Williams
Communications provided Digicipher equipment.
Table 1
Customer's Programming
Channel Satellite Satellite
Gonzo X Analog Telstar 4-1
Exxtasy Analog Telstar 4-4
True Blue Analog Telstar 4-5
Barker Analog Telstar 4-7
Pleasure Digital Telstar 7-24
TeN Digital Telstar 7-24
ETC Digital Telstar 7-24
1.2 Williams Communications' Responsibilities:
a. Description of Services. Williams Communications will (i) collocate
Digicipher equipment at Customer Premise; (ii) for Customer's digital Telstar 7
services, receive Customer provided signal(s) for introduction into Williams
Communications provided Digicipher equipment; (iii) handoff to Customer a
Digicipher encoded DS-3 MCPC signal for introduction into Customer Provided
Terrestrial DS-3 Connectivity between Customers Premise and the Teleport; (iv)
receive Customer transported Digicipher signal(s) for introduction into Williams
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Communications provided RF Chain; (v) transmit Digicipher encoded services to
Telstar 7; (vi) for Customer's Analog Videocipher II + Telstar 4 services,
receive Customer provided signal(s) for introduction into Williams
Communications provided TV-1 local loops; (vii) receive Customer content from
analog TV-1s; (viii) provide connectivity between local loop demarcation and
Customer Provided VideoCipher II + equipment; (xi) provide rack space at the
Teleport for collocation of Customer provided Videocipher II + equipment; (xii)
receive four (4) analog Videocipher II + signals from Customer; (viii) introduce
Customer's Videocipher II + signals into Williams Communications provided RF
Chain for transmission to Telstar 4; and (xiii) provide a DS-3 Microwave Link,
as provided for in Section 3 (b) of the Agreement, as amended, as a tertiary
backup to Customer's Terrestrial DS-3 Fiber Connectivity transporting Digicipher
encoded Customer content. Customer understands and agrees that turn-up time for
the Telstar 7 services is estimated at fourteen (14) business days from Williams
Communications' receipt of this signed amendment.
b. Monitoring of Customer's Programming. Customer shall be solely responsible
for all video and audio monitoring of the satellite returned signal. Williams
Communications will monitor only the satellite RF (radio frequency)
representation of the Service. Williams Communications shall include audible and
visual alarms on its monitoring of the RF carriers. Customer shall notify
Williams Communications immediately by telephone when an Interruption of the
Service begins and when the Service is restored.
c. Program Origination. At no time shall Williams Communications be responsible
to provide programming origination or tape playback services for Customer.
Customer shall be permitted to provide tape playback from the Teleport in the
event of a catastrophic fiber failure. DVD playout capability shall be part of
the service restoral responsibilities of Williams Communications.
d. Terrestrial Connectivity. For Telstar-4 analog Videocipher II + services,
Williams Communications shall be responsible for transport of Customer's
signals, via Williams Communications provided TV-1s from Customer Premise to the
Teleport. Demarcation point is the video and audio input connectors to Williams
Communications provided TV-1s. Williams Communications will handoff to Customer,
at the Teleport, analog video and audio for introduction into Customer Provided
VideoCipher II + encoding equipment, with the demarcation point being the video
and audio input connectors of Customer Provided VideoCipher II+ encoders.
Customer will hand off to Williams Communications a 70 MHz signal suitable for
introduction into Williams Communications provided RF chain with the demarcation
point being the 70 MHz output connector of Customer Provided VideoCipher II+
equipment. Williams Communications will order TV-1 connectivity upon receipt of
the signed Amendment IV. Turn up time for TV-1 connectivity is estimated at one
hundred twenty (120) days from receipt of the signed Amendment IV. Williams
Communications' provision of TV-1 connectivity to Customer is subject to
Williams Communications' contracts with third parties through which it has
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obtained any portion of the rights made available to Customer under this
Agreement. Customer shall have no greater rights or remedies against or with
respect to Williams Communications under this Agreement than Williams
Communications has against such third parties under those contracts. In
addition, Customer understands and agrees that any special construction costs
associated with provision of the TV-1 circuits will be due to Customer's
requirements and specifications. Therefore, Customer agrees to be responsible
for any and all special construction costs in excess of $4,576. Further,
Customer understands and agrees that any special construction may affect the
estimated turn up time for installation of the TV-1 circuits. Williams
Communications will provide a breakdown of special construction costs to
Customer when such information becomes available. However, Customer shall be
responsible for charges as set forth above. Failure of Customer to accept
charges in excess of the anticipated installation charges of $4,576 may result
in cancellation of TV-1 installation orders. Williams Communications and
Customer understand and agree that total charges for installation of the TV-1
circuits will not be known until such time as an order is placed and appropriate
surveys are completed by the vendor. Any cancellation costs shall be borne by
Customer.
1.3 Customer's Responsibilities:
a. Collocation -- Williams Communications' Equipment.
(i) Collocation at Customer Premise. At no charge to Williams
Communications, Customer will supply rack space at Customer's premise located at
5435 Airport Boulevard, Suite 100, Boulder, Colorado, 80301, sufficient for
Williams Communications to locate equipment required to perform the Services
described herein, including but not limited to two (2) Motorola Digicipher
frames with associated power supplies, MicroVax system controller, UPS system,
and one 19" Digicipher equipment rack. Utility power will be supplied at 120vac
and 208vac, two phase with single isolated ground. Customer shall provide power
via an automatic transfer switch fed by both standby generator and public
utility to support the Williams Communications owned UPS system. UPS battery
operation may not exceed five (5) minutes. Customer will supply an
environmentally controlled facility for Williams Communications' Equipment, and
maintain a temperature no higher than 68 degrees +/- 5 degrees Fahrenheit, and
humidity no higher than 65 % non-condensing. Failure to provide such
environmental conditions may result in failure of Williams Communications'
Equipment. Williams Communications is not responsible for any failure of
Williams Communications' Equipment or Services due to insufficient environmental
control. Any such failure will not be used in the calculation of outage credits
nor will such failure constitute a breach on the part of Williams
Communications. Further, Customer shall be responsible for repair of Williams
Communications' Equipment that fails under the aforementioned conditions. An
inventory of Williams Communications' Equipment is listed below in Table 2.
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Table 2
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Williams Communications' Equipment
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Note: This is an inventory only and is subject to change by Williams Communications
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Equipment Description Quantity Serial Number
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DEC Tape Drive 1 CX61809760
-----------------------------------------------------------------------------------------------------------
Digicipher 2 Frames 2 00078 and 00051
-----------------------------------------------------------------------------------------------------------
GI Power supply mods 3 a) 30714-7 b) 23637-14 c) 23637-15
-----------------------------------------------------------------------------------------------------------
Microvax 3800/ Digital/ 1 AY61728453
-----------------------------------------------------------------------------------------------------------
Powerware UPS system S/N to be determined.
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DC 2 boards as follows:
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Packet Multiplexer: 2 a) 00690 b) 00027
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Digital Video Compressor 3 a) 00075 b) 00037 c) 00151
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Digital Service Encoder 3 a) 00183 b) 00387 c) 00257
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(ii) Access to Customer Premise. Customer shall provide
Williams Communications with 24 hour per day 7 day a week access for emergency
maintenance or repair of Williams Communications' Equipment. Customer will
provide contact information sufficient for Williams Communications' personnel to
gain access to Customer's premise at 5435 Airport Boulevard, Suite 100, Boulder,
Colorado, 80301. Failure of Customer, at any time and for any reason, to provide
said access relieves Williams Communications from all responsibility for Outages
during which Williams Communications was denied access.
b. Signal Delivery. Customer shall be solely responsible for delivery of
its signal(s) to the demarcation point, as set forth in Section 2 herein.
Customer shall deliver NTSC CCIR-601 standard signal(s), as defined by the
International Radio Consultative Committee, for Telstar-7 Digicipher service(s).
Customer shall deliver analog Videocipher II+ signal(s), as defined by Motorola,
for Telstar-4 Videocipher services. Customer acknowledges and agrees that
Williams Communications' ability to provide uninterrupted Service to Customer
pursuant to the technical standards set forth in this Exhibit "A" is dependent
upon Williams Communications' receipt of a valid signal handed off from Customer
that conforms to the technical standards set forth herein.
c. Compliance with Technical Specifications. Customer shall comply with
Technical Specifications including, but not limited to, the following - NTSC
CCIR-601 signal as defined by the International Radio Consultative Committee.
Videocipher II+ signal as defined by Motorola. NTSC analog video as defined by
National Television System Committee. DS-3 as defined by the American National
Standards Institute. All signals referenced in this document shall conform to
the appropriate standard(s).
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d. Customer Provided Equipment - Sparing and Maintenance.
Customer shall be responsible for providing all equipment necessary for
provision of the Service which is not provided by Williams Communications,
including but not limited to the Customer Provided Equipment as set forth in
Table 3 below. Customer is responsible for all sparing, maintenance, and
technical support for all Customer Provided Equipment including all Videocipher
II Equipment. However, Williams Communications will provide one (1) Videocipher
II encoder to act as a spare to Customer Provided Videocipher II encoders
("Spare VC II Encoder"). The Spare VC II Encoder is supplied "as is," and
Customer shall be responsible for all operation, maintenance and repair of the
SpareVC II Encoder. In the event that the Spare VC II Encoder is placed into
service, Customer shall be responsible for repair or replacement of failed
Customer Provided Videocipher II Equipment, and in no event shall Williams
Communications provide additional spare Videocipher II encoders beyond the
initial Spare VC II Encoder, nor shall Williams Communications be responsible
for any outages due to the failure of either Customer Provided Equipment or the
Spare VC II Encoder. However, in the event of a failure of a Customer Provided
Videocipher II encoder, Williams Communications will work with Customer to
install the Spare VC II Encoder for the purpose of restoring Service. Customer
agrees that Interruptions to the Services during and directly related to the
installation of the Spare VC II Encoder shall not be considered in Outage Credit
calculations.
Table 3
Customer Provided Equipment
EQUIPMENT MODEL # SERIAL #
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Digital MicroVAX II 630QZ-A2 WF90822070
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Digital MicroVAX II 630QZ-A2 WF72111725
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Digital MicroVAX II 630QZ-A2 WF72312050
------------------------------------------------------------------------------------------------------
Echostar Receiver 4900 RDECTK02506G
------------------------------------------------------------------------------------------------------
Echostar Receiver 4900 RDECTK03156M
------------------------------------------------------------------------------------------------------
Genesis 6000 Series
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Pioneer DVD Player DVD V7400 UFEA003332CC
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Sony DVD Player DVP-S560D 982609
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Sony DVD Player DVP-S560D 982778
------------------------------------------------------------------------------------------------------
Sony DVD Player DVP-S560D 982620
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Sony DVD Player DVP-S560D 982621
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VideoCipher 2 Plus 75471-1 S20000016
------------------------------------------------------------------------------------------------------
VideoCipher 2 Plus 75507-1 SP2000082
------------------------------------------------------------------------------------------------------
VideoCipher 2 Plus 75507-1 SP2000028
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e. Terrestrial Fiber Connectivity. Customer shall provide all DS-3 fiber
connectivity required to transport Customer's signal from Customers Premise to
the Teleport ("Customer Provided Terrestrial Connectivity") for transmission to
Telstar 7. Customer is responsible for all outages of Customer Provided
Terrestrial Connectivity. Williams Communications has no responsibility for
outages resulting from interruptions affecting Customer Provided Terrestrial
Connectivity. Customer shall be solely responsible for all DS-3 Circuits,
including payment to and all interaction with Customer's vendor.
f. Transponder. Customer shall be solely responsible for obtaining all
transponders required to provide the Services at Customer's sole expense.
Customer shall provide Williams Communications with sufficient information
regarding the transponder(s) to be able to provide the Services. Williams
Communications understands that changes to satellites and transponders may be
required due to failures in such equipment or due to Customer's reasonable
business needs. Williams Communications will make reasonable efforts to
accommodate changes to Customer provided transponders and satellites. However,
while Williams Communications intends to attempt to accommodate all such
reasonable requests, Customer understands and agrees that changes to Customer
provided transponder(s) and/or satellites will require review by Williams
Communications' engineering and operations staff. Examples of requests which may
be deemed unreasonable include but are not limited to i) changes to
transponder(s) which would require the use of additional RF chains beyond the
two (2) RF chains contemplated in this Agreement and, ii) changes to
transponder(s) requiring equipment that is unavailable. See Table 1, Customer's
Programming, for satellite and transponder information.
g. Throughput. Customer shall be responsible for the function and
throughput of all Customer Provided Equipment. Williams Communications will
provide environmentally controlled facilities suitable for operation of Customer
Provided Equipment which is located at Williams Communications' premises.
Williams shall provide reasonable assistance in restoral of Customer-Provided
Equipment at the Teleport.
h. Downlink Equipment. Customer shall be solely responsible for receiving
the satellite signals from the transponder(s), including all downlink equipment
necessary for reception of the satellite signals.
i. Digicipher Authorizations. Customer has chosen to encrypt the Pleasure,
TeN, and ETC Programming with a GI Digicipher system. Williams Communications
has purchased the GI Digicipher MPEG-2 encoding system with "Conditional
Access," for use in providing the Services to Customer. Customer shall be
responsible for the authorization of commercial decoders in Customer's network,
so that the correct end user receives the correct programming.
j. Service Charge. The monthly charge for the Services, as defined herein,
shall be $xxx throughout the Original Term (the "Service Charge"). The Service
Charge shall be invoiced monthly in advance and shall be paid by Customer in U.
S. Dollars 10 days before the first day of the month in which Services are to be
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provided. Payment shall be made via Automated Clearinghouse ("ACH") or wire
transfer made to Williams Communications in care of Bank of Oklahoma, Tulsa, OK,
ABA #103900036, Account No. 010649443, or such other bank or account as Williams
Communications may in writing direct Customer to remit payment pursuant to the
notice provisions of this Agreement. Customer has previously deposited $xxx
which represents one month's Service Charge for all Services provided pursuant
to that certain Teleport Services Agreement dated July 13, 2000, as amended
three times, to be held by Williams Communications as a deposit (the "Deposit")
throughout the Original Term of the Agreement. At Williams Communications' sole
discretion, the Deposit shall be applied as payment to Customer's account either
i) during the Original Term after Customer's payment history has been
established or ii) as payment for the last month of the Original Term.
k. Single Source of Contact. Customer shall be the single point of contact
for Customer's customers regarding the Services provided hereunder. Under no
circumstances shall Customer distribute contact information for the Teleport or
Williams Communications to Customer's customers.
Section 2. Baseband Demarcation
2.1 Telstar-7 Services. Customer is responsible for providing CCIR
601 compliant signal(s) to the input BNC connector of Williams Communications
provided Digicipher encoder(s) located at Customer's Premise. Williams
Communications is responsible for the signal within the Digicipher chassis,
which encodes the Customer's CCIR-601 signal into Motorola Digicipher format.
Williams Communications will hand the signal responsibility back to Customer in
DS-3 MCPC format at the output BNC connector of the Motorola Digicipher chassis.
Customer is responsible for transport of the DS-3 signal from the Digicipher
chassis output BNC connector to the Teleport. Williams Communications will
accept responsibility of the DS-3 signal from the output BNC connector of the
terrestrial transport system.
2.2 Telstar-4 Services. Customer is responsible for encoding of all signals for
Telstar-4 delivery. Demarcation is the output BNC connector of the Customer
owned Motorola Videocipher II+ encoder(s) located at the Teleport.
2.3 Transmission System Design. A diagram of the "Transmission System Design" is
attached hereto as Attachment I.
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Section 3. Maintenance Windows
In order to maintain system integrity and reduce service outages, Williams
Communications requires, at a minimum, a one (1) hour on air maintenance window,
the "Maintenance Window," each month (30 days) in order to perform maintenance
on Williams Communications' Provided Equipment at Customer's Premise located at
5435 Airport Boulevard, Suite 100, Boulder, Colorado, 80301. This monthly
Maintenance Window will be scheduled with Customer in advance, and barring
extreme circumstances, the monthly Maintenance Window schedule will be adhered
to. Failure of Customer to adhere to this schedule shall relieve Williams
Communications of all responsibilities for Outages until such time as the
Maintenance Window has been completed. However, a Maintenance Window which
releases the primary or backup path will be accommodated only as long as the
Customer's services remain on-air through the alternate path. Williams
Communications will be responsible to advise Customer's Broadcast Group that the
services will not have redundancy during the times specified. Customer will
support the current semi-annual 4 hour off-air Maintenance Windows as required.
<PAGE>
Attachment I
Transmission System Design
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Transmission Equipment for CSB