National Agreement - Hyatt Corp. and Spectradyne Inc.
AMENDED AND RESTATED SPECTRAMAX NATIONAL AGREEMENT
THIS AMENDED AND RESTATED NATIONAL AGREEMENT (hereinafter I referred to as
"National Agreement") made this 31st day of August, 1993, but effective as of
July 1, 1993, by and between Hyatt Corporation, a Delaware corporation, on its
own behalf and on behalf of its subsidiaries and affiliates (hereinafter called
"Hyatt") and Spectradyne, Inc., a Texas corporation (hereinafter called
"Spectradyne").
WITNESSETH:
WHEREAS, Hyatt, located at 200 W. Madison Street, Chicago, Illinois 60606,
operates the Hyatt hotels set forth on Exhibit A attached hereto and made a part
hereof;
WHEREAS, Spectradyne, located at 1501 N. Plano Road, P. 0. Box 830775,
Richardson, Texas 75083-0075, provides its Spectramax service, as hereinafter
described, to certain of Hyatt hotels pursuant to that certain Spectramax
National Agreement dated July 26, 1989, but effective as of July 1, 1989 (the
"Original National Agreement") and under separate Hyatt Spectramax agreements
(the "Original Individual Agreements") made pursuant thereto (all such hotels
and all other Hyatt hotels who utilize Spectradyne in the future are hereinafter
individually called a "Hotel" and collectively called the "Hotels"); and
WHEREAS, the parties wish to amend and restate all of their rights and
obligations under the Original National Agreement pursuant to this National
Agreement;
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
accepted and acknowledged, the parties hereto hereby agree as follows:
1. National Agreement.
It is understood and agreed between the parties that the provisions of this
National Agreement shall be included in and considered a part of the Individual
Hyatt Spectramax Agreements (as further defined in Section 4(a) of this National
Agreement) as if the provisions of this National Agreement were incorporated
therein. In the event any of the provisions of this National Agreement are
inconsistent with any of the provisions of any Individual Hyatt Spectramax
Agreements, the provisions of this
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National Agreement shall prevail.
2. Term.
(a) This National Agreement shall be for a seven (7) year term commencing on
July 1, 1993 ("Commencement Date") and expiring June 30, 2000 ("Expiration
Date") unless terminated earlier in accordance with the provisions of this
National Agreement.
(b) The provisions of this National Agreement notwithstanding, any Individual
Hyatt Spectramax Agreement may be suspended, at Hyatt's option, upon thirty (30)
days prior written notice, in the event a Hotel or any material portion thereof
is closed for renovation. In the event Hyatt chooses to suspend the Individual
Hyatt Spectramax Agreement, any applicable fees shall abate during such
renovations and shall resume on the date when such Hotel or sections thereof
reopen to the public.
(c) The provisions of this National Agreement notwithstanding, either party may
cancel any Individual Hyatt Spectramax Agreement in the event Hyatt ceases to
manage a Hotel as of the date of such cessation. The cancelling party shall
provide the non-cancelling party with at least thirty (30) days prior written
notice of such cancellation.
(d) This National Agreement and the Individual Hyatt Spectramax Agreements are
subject to early termination in accordance with the provisions of Section 16
herein and Section 13 of the Individual Hyatt Spectramax Agreements.
(e) Except for the reasons that constitute a force majeure as set forth in
Section 15 of this National Agreement which would not be grounds for termination
hereunder, this National Agreement may be cancelled by Hyatt upon the early
termination of that certain Amended and Restated Spectravision and Interactive
Services National Agreement of even date herewith between Hyatt and Spectradyne
(the "Spectravision National Agreement").
3. Spectramax.
(a) Spectramax is a registered trademark of Spectradyne. Spectramax services
(commonly known as "free-to-guest") are multichannel, satellite-delivered,
closed-circuit television services, including, but not limited to, satellite
channels licensed by Spectradyne, all of which are delivered to Hotel guests
over the Hotel master antenna television system ("MATVII) using an earth station
and related equipment. The earth station and related equipment are provided by
Spectradyne.
(b) Spectramax services shall be provided in the manner described throughout
this National Agreement and the Individual Hyatt Spectramax Agreements.
(c) Spectradyne shall provide each Hotel, at the Hotel's option,
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with a minimum of five (5) satellite channels as set forth in the respective
Individual Hyatt Spectramax Agreements. Such satellite channels shall include
Home Box Office ("HBO"), Entertainment and Sports Programming Network ("ESPN"),
Cable Network News ("CNN") or CNN-Headline ("CNN-HI") Edition, the Disney
Channel ("Disney") or Nickelodeon, and Turner Network Television ("TNT") or
WTBS, Channel 17, Atlanta Superstation ("WTBS") or other equivalent services as
agreed to by the parties.
(d) During the terms of the Individual Hyatt Spectramax Agreements, Hyatt shall
have the option to add or delete satellite channels licensed by Spectradyne upon
ninety (90) days, prior written notice to Spectradyne. If Hyatt elects to add
satellite channels licensed by Spectradyne in addition to those set forth in
Section 3(c) above, such additional satellite channels shall be delivered to
interested Hotels for a fee to be agreed upon between Hyatt and Spectradyne.
It is understood and agreed that, from time to time, Hyatt may desire to receive
a satellite channel not described in Section 3(c) above. In such instance,
Spectradyne, at its sole cost and expense, shall use all commercially reasonable
efforts to obtain the rights to such additional satellite channel and transmit
same to the interested Hotels, for a fee to be agreed upon between Hyatt and
Spectradyne.
4. Individual Hyatt Spectramax Agreements.
(a) A number of Hotels have entered into individual Hyatt Spectramax agreements
with Spectradyne to provide Spectramax services at such Hotels. These Original
Individual Agreements along with all individual Hyatt Spectramax agreements to
be executed pursuant to Section 4(b) hereof, shall be the "Individual Hyatt
Spectramax Agreements" referenced in this National Agreement and shall be
subject to and governed by the terms of this National Agreement.
(b) Each Hyatt Hotel which is not already a party to an Original Individual
Agreement desiring to retain Spectradyne to provide its Spectramax services
shall enter into an Individual Hyatt Spectramax Agreement substantially in the
form set forth as Exhibit B attached hereto and made a part hereof.
(c) The term of each Individual Hyatt Spectramax Agreement shall be conterminous
with the term of this National Agreement. In no event shall the Spectramax
free-to-guest satellite services in any Hotel have a term less than
Spectravision guest-pay movie services in that same Hotel.
(d) Under no circumstances shall the term of any Individual Hyatt Spectramax
Agreement automatically renew.
(e) Spectradyne agrees that any Hotel set forth on Exhibit A is
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eligible for Spectramax services and the other benefits hereunder. Hyatt may,
from time to time, add or delete Hyatt Hotels from Exhibit A. Any Hyatt Hotel
desiring to hire Spectradyne to provide Spectramax must enter into an Individual
Hyatt Spectramax Agreement which shall expire on the Expiration Date regardless
of its commencement date. Hyatt shall use all commercially reasonable efforts to
ensure that Hyatt hotels enter into Individual License Agreements.
5. Installation of Equipment.
(a) Spectradyne has heretofore furnished and installed the earth station or
microwave system and related equipment (collectively, the "Equipment") necessary
to provide Spectramax service at many of the Hotels.
(b) With respect to new Hyatt Hotels, Spectradyne shall furnish and install the
Equipment in accordance with the provisions of the Individual Hyatt Spectramax
Agreement.
(c) During the term of this National Agreement, title to the Equipment described
herein is and shall remain with Spectradyne.
(d) Upon the expiration or earlier termination of this Agreement or any
Individual Hyatt Spectramax Agreement (other than pursuant to a default by Hyatt
under Section 16 hereof), Hyatt may give notice no later than thirty (30) days
following such termination, at Hyatt's option to either:
(i) have the Hotels purchase and/or obtain Spectradyne's interest in or
right to use all or any portion of the existing Equipment, as determined solely
by Hyatt, for an amount mutually agreed to be the fair market value of such
Equipment and/or interest or right therein, except for any Equipment not owned
by Spectradyne or Equipment which Spectradyne cannot convey any interest in or
right to use. If, however, Hyatt and Spectradyne are unable to determine the
fair market value of such Equipment and/or interest or right therein, such
Equipment shall remain at the Hotel(s) as set forth in Section 5(d)(ii) below.
In the event that Hyatt elects to have the Hotels purchase such Equipment and/or
interest or right therein, Spectradyne shall deliver to such Hotels free and
clear title to such Equipment along with a Bill of Sale upon receipt of payment
of the agreed upon amount; or,
(ii) require Spectradyne to keep and maintain all such Equipment
provided to the Hotels pursuant to the Spectravision National Agreement,
including the license for the use of the on-site software required to operate
the Equipment, or provide the Interactive Services at the Hotel(s) for a total
rental, maintenance, license and service fee chargeable to the Hotels in the
amount of *** per guest room per month for a term not to exceed thirty-six (36)
months.
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(e) The provisions of this Section 5(d) are also contained in Section 6 (h) of
the Spectravision National Agreement. It is understood and agreed that the
rental, license, maintenance and service fee described herein includes rental of
and maintenance and service to the Spectravision and Interactive Services
Equipment as well as the Spectramax Equipment and any software necessary to
operate either the Spectravision or Spectramax systems.
6. Hub Site.
From time to time, Spectradyne may request that a Hotel serve as a "hub site"
from which Spectradyne may provide its Spectramax service to third parties. As
compensation as a "hub site" the Hotel shall receive a monthly fee equal to ***.
In the event Spectradyne requests the Hotel to serve as a "hub site", Hyatt will
use its best efforts to enter into a rider to its Individual Hyatt Spectramax
Agreement, substantially in the form attached hereto and made a part hereof as
Exhibit C.
7. Maintenance.
(a) Equipment, MATV Systems and TV Sets.
Spectradyne, at its sole cost and expense, shall service, repair, replace and
maintain the Equipment, the MATV-systems of the Hotels, and TV Sets (including
the remote controls thereto) provided by Spectradyne pursuant to Spectravision
National Agreement, in good working condition. Spectradyne agrees to replace all
lost remote control units and/or those. TV Sets and remote control units broken
beyond repair. All costs associated with such service, repairs, replacement and
maintenance shall be borne by Spectradyne, except for repairs required due to
the willful misconduct or gross negligence of Hyatt and its agents. Such repairs
shall be made by Spectradyne at its cost and reimbursed by Hyatt.
(b) Service.
In addition to providing Hyatt automated diagnostic and repair services,
Spectradyne shall at all times during the term hereof maintain or cause to be
maintained a sufficient staff of trained technicians meeting the requirements of
Section 9 below who shall be available to perform such service, repairs,
replacement and maintenance on the Equipment, the MATV and the TV Sets
(including the remote controls thereto). Spectradyne shall continue to maintain
a "live" person service desk reachable twenty-four (24) hours a day, seven (7)
days a week by phone and shall provide a guaranteed response time of four (4)
hours on any service calls.
8. Fee.
(a) During the term of this National Agreement, all Spectramax services
(including a minimum of five (5) satellite channels
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including HBO, ESPN, CNN or CNN-H, Disney or Nickelodeon, and TNT or WTBS) shall
be provided to the Hotels at no cost to Hyatt or the Hotels. Any additional
satellite channels licensed by Spectradyne which Hyatt elects to add to the
Spectramax services shall be provided to interested Hotels for a fee to be
agreed upon between Hyatt and Spectradyne.
(b) Spectradyne warrants and represents that the value provided to Hyatt Hotels
hereunder is the best or better value provided by Spectradyne to any comparable
hotel company's hotels; and, in particular, is the best or better value provided
by Spectradyne to hotels operated by Marriott Corporation and Hilton Hotels
Corporation. Comparable hotels are defined as those hotels with like Spectradyne
equipment and substantially similar satellite channels, room counts, and quest
occupancy rates. In the event that at any time during the term of this
Agreement, Spectradyne shall offer a better combined value to any comparable
hotel than the value which is provided to Hyatt, the value provided to Hyatt
Hotels under this Agreement shall be automatically increased to the same level,
In no event shall Marriott and Hilton hotels be considered non-comparable
hotels. For purposes of this paragraph "value" shall mean the value of (i) all
fees, allowances and revenues, (ii) all Equipment including television sets and
remote control units, (iii) all software, software licenses and/or other
intellectual property rights, (iv) all services including installation,
maintenance, repair and replacement, and (v) all cost savings or other benefits
provided to the hotels, their parent companies or affiliates.
9. Personnel.
Spectradyne shall provide or cause to be provided adequate personnel and any
subcontractors, as approved by Hyatt, to permit the timely completion of all
work. All such personnel shall be trained and supervised in accordance with
accepted industry practices and shall conform to the reasonable rules and
regulations of Hyatt established from time to time by Hyatt for the conduct of,
and in relation to, the employees of the contractors of the Hotels when such
employees are on Hotel premises. Spectradyne's employees, subcontractors or
agents shall be neat in appearance and wear badges identifying them as employees
or representatives of Spectradyne.
10. Equipment and Material.
Spectradyne shall provide and maintain adequate equipment to permit timely
completion of all operations and shall use materials which are in conformance
with existing federal, state, and local laws and ordinances.
11. Licenses or Permits.
If any governmental license or permit shall be required of Spectradyne for the
proper and lawful conduct of Spectradyne's
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business or other activity carried on, in or at any Hotel, or if a failure to
procure such a license or permit might or would in any way affect the operations
of any Hotel, then Spectradyne, at its expense, shall duly procure and
thereafter maintain such license or permit and submit the same to inspection by
Hyatt. Spectradyne, at its sole cost and expense, shall at all times comply with
the requirements of each such license or permit.
Spectradyne shall, at its sole cost and expense, secure and maintain in full
force and effect during the term of this Amended and Restated National Agreement
and every Individual Hyatt Spectramax Agreement, all necessary patents,
copyrights, distribution rights, music rights, licenses, intellectual property
rights, releases, waivers and all other necessary consents of third parties
required of Spectradyne to meet its obligations as set forth in this National
Agreement.
12. Compliance with Laws.
Spectradyne agrees, at its own expense, to comply promptly with all requirements
of any federal, state and local laws and ordinances.
13. Insurance.
Spectradyne shall carry and maintain workers' compensation insurance in
statutory amounts, comprehensive general liability insurance endorsed to include
products and completed operations and contractual liability in a minimum amount
of $1,000,000 combined single limit, and automobile liability insurance in a
minimum amount of $1,000,000 combined single limit. All such policies (except
workers I compensation) or certificates of insurance shall specifically state:
"Hyatt Corporation, its affiliates and subsidiaries and the owners of Hyatt
hotels are named as additional insureds under the above polices; such insurance
shall be primary and not contributory with Hyatt's insurance. Each policy shall
provide that it may not be canceled or changed without at least ten (10) days
prior written notice to Hyatt.
Spectradyne shall furnish to Hyatt a certificate of insurance evidencing such
coverage prior to the commencement of services hereunder and shall continue to
provide Hyatt with subsequent certificates of insurance evidencing uninterrupted
compliance with this insurance requirement until the termination of this
National Agreement.
Spectradyne shall provide Hyatt with certified copies of the policies required
herein upon Hyatt's request.
14. Indemnification.
Spectradyne shall defend, indemnify and hold harmless Hyatt Corporation, its
affiliates and subsidiaries and the owners of
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Hyatt Hotels and each of their respective officers, directors, agents and
employees from and against any and all actions, costs, claims, losses, expenses
and/or damages, including reasonable attorneys' fees, arising out of or in any
way relating to or incidental to the performance of the services to be performed
by Spectradyne hereunder or the presence of Spectradyne at the Hotels.
Spectradyne shall further indemnify Hyatt Corporation, its affiliates and
subsidiaries and the owners of Hyatt Hotels and each of their respective
officers, directors, agents and employees from and against any and all actions,
costs, claims, losses, expenses and/or damages, including reasonable attorneys,
fees, for or arising out of any bodily injuries to or the death of any of
Spectradyne's employees working at the Hotel, however caused or occasioned,
excepting the willful misconduct or gross negligence of Hyatt.
Further, Spectradyne shall defend, indemnify and hold harmless Hyatt
Corporation, its subsidiaries, affiliates and the owners of Hyatt Hotels, and
each of their respective officers directors, agents and employees from and
against any claims, demands, causes of action, loss, cost and expense (including
reasonable attorneys, fees) arising out of or in connection with or based upon a
real or alleged breach by Spectradyne of the provisions of this National
Agreement pertaining to Spectradyne's intellectual property rights, including,
but not limited to, those provisions set forth in Sections 5(d)(i) and 5(d)(ii)
above, and any claims, demands, causes of action, loss, cost, expense,
(including reasonable attorneys' fees) or fee based upon an alleged or actual
infringement of any patent or copyright or an alleged unauthorized broadcast or
use of any license as set forth in Section 11 above. Hyatt shall promptly notify
Spectradyne for any matter for which indemnity is sought under this section and,
in any event, prior to the incurrence of any expenditures under this section.
Spectradyne agrees that it is as fully responsible for the acts and omissions of
its subcontractors and of persons either directly or indirectly employed by them
as it is for the acts and omissions of persons directly employed by Spectradyne.
Spectradyne agrees to bind every subcontractor by the terms of this National
Agreement so far as is applicable to the subcontractor's work. However, nothing
contained in the provision of this National Agreement shall create any
contractual relationship between Hyatt and any subcontractor.
15. Force Majeure.
Neither party shall have any liability for the failure to perform or a delay in
performing any of its obligations under this National Agreement if that failure
or delay is the result of any legal restriction, labor dispute, strike, boycott,
flood, fire, public emergency, revolution, insurrection, riot, war, unavoidable
mechanical failure, electricity interruption or any other cause beyond the
control of either party whether similar or
<PAGE> 9
dissimilar to the causes enumerated herein except in any case any event which
can be cured or mitigated by the payment of money: provided, however, that the
failure of Spectradyne to deploy and install the New Technology on the schedule
established and as required pursuant to Section 4 of the Spectravision National
Agreement shall under no circumstances be deemed a force majeure event.
16. Default.
(a) In the event that Spectradyne fails, in any material way, to provide the
services described in Section 7 above, to Hyatt's sole satisfaction, Hyatt or
any Hotel, at,its sole option, upon three (3) days' notice to Spectradyne and
opportunity to cure, may elect to have such service(s) performed by another
vendor at the sole cost and expense of Spectradyne. All amounts owed by
Spectradyne under this paragraph shall be deducted from amounts payable to
Spectradyne by the applicable Hotel.
(b) Except (i) as otherwise provided in paragraph (a) above, and (ii) for
reasons that constitute force majeure as set forth in Section 15 hereof, in the
event either Hyatt or Spectradyne fails to perform or comply with any other
material obligation under this National Agreement or the Amended Restated
Spectravision National Agreement or any Individual Spectramax or Spectravision
Agreement, that failure shall constitute a default. The non-defaulting party
shall notify the defaulting party in writing of the failure and default. In the
event the default is not remedied to the satisfaction of the party having given
such notice within forty five (45) days after the receipt of notice, or if such
default is of a nature that it cannot with due diligence and in good faith, be
cured within forty five (45) days and such defaulting party fails to proceed
promptly and with due diligence and in good faith to cure the same, then
non-defaulting party may declare this National Agreement or the Amended and
Restated National Spectravision Agreement or any or all of the Individual
Spectramax or Spectravision Agreements, as appropriate, terminated as of the one
hundred eightieth (180) day following delivery of the original notice. In the
event that this National Agreement or the Amended Restated Spectravision
Agreement is terminated pursuant to this Section 16, all the Individual
Spectramax and Spectravision Agreements shall automatically terminate on the
same terms without further action or notice of any kind by Hyatt.
17. Test Sites.
Spectradyne understands and agrees that from time to time, during the term of
this Amended and Restated National Agreement and the Individual Hyatt Spectramax
Agreements, Hyatt may use certain of the Hotels as test sites side-by-side with
existing and operating Spectradyne equipment for the purpose of investigating
and evaluating the services offered by other companies which provide services
which are the same as or similar to the services
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provided by Spectradyne, so long as such testing causes no damages to
Spectradyne nor uses its Equipment. Any such test shall not exceed a period of
ninety (90) days. Hyatt shall not be deemed to be in default of this National
Agreement or the Individual Hyatt Spectramax Agreements in the event any testing
is conducted at a Hotel serviced by Spectradyne.
18. Advertising.
Hyatt may, in its sole discretion and without obligation, allow Spectradyne to
include third party advertising at the appropriate insertion spots in the ESPN,
CNN or CNN-H programming or in other selected services delivered by Spectradyne
to the Hotels.
19. Independent Contractor.
Spectradyne is an independent contractor and all persons employed to furnish
services hereunder are employees or agents of Spectradyne and not of Hyatt.
20. Notices.
All notices, requests, demands and other communications hereunder shall be in
writing and delivered or mailed, with postage prepaid, to the party intended at
its address as hereinbefore set forth.
21. Binding.
This National Agreement shall inure to and bind the successors, assigns and
representatives of the parties, providing, however, this National Agreement may
not be assigned by Spectradyne without the prior written consent of Hyatt.
Spectradyne shall not have the right to subcontract its obligations as set forth
herein to third parties without the prior written approval of Hyatt.
22. Governing Law.
This National Agreement is subject to and governed by the internal laws of the
State of Illinois without regard to the external laws or federal laws pertaining
to conflicts of laws.
23. Entire Agreement.
This National Agreement contains the entire agreement between the parties
hereto; no representations, inducements, promises or agreements, oral or other,
between the parties not embodied herein, shall be of any force or effect.
24. Amendment to Agreement.
This National Agreement may be amended only by a written instrument signed by
the parties hereto.
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25. Legal Fees.
In the event any legal action is taken by either party against the other party
to enforce any of the terms and conditions of this National Agreement, it is
agreed that the unsuccessful party to such actions shall pay to the prevailing
patty therein all court costs, reasonable attorneys' fees and other professional
fees and expenses incurred by the prevailing party.
26. Heading.
The headings used in this National Agreement are inserted only as a matter of
convenience and for reference and in no way define, limit or describe the scope
of this National Agreement nor the intent of any provision thereof.
27. Hyatt - Agent.
Spectradyne acknowledges that Hyatt acts as the agent of the owners of the
Hotels and any action or obligation to be performed or carried out by any Hotel
hereunder shall be performed by Hyatt solely in its capacity as agent for the
owner of such Hotel. Accordingly, Spectradyne acknowledges that Hyatt's
obligations in this Agreement in respect of matters relating to Hotels are
obligations of Hyatt as agent only.
IN WITNESS WHEREOF, the parties hereto have executed this National Agreement as
of the day and year first above written.
HYATT CORPORATION, on its own behalf an on behalf of its
subsidiaries and affiliates
By: /s/ Peter D. Connolly
Printed Name: Peter D. Connolly
Title: Vice President Hyatt Corporation
SPECTRADYNE, Inc.,
a Texas Corporation
By: /s/ Albert D. Jerome
Printed Name: Albert D. Jerome
Title: President and Chief Executive Officer
<PAGE> 12
Exhibits
to
Spectramax National Agreement
Exhibit Description
A Amended and Restated List of Hyatt Hotels
B Form of Individual Hyatt Spectramax Agreement
C "Hub Site" Agreement
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EXHIBIT A
AMENDED AND RESTATED LIST OF HYATT HOTELS
Hyatt Regency Albuquerque
330 Tijeras NW
Albuquerque, NM 87102
Hyatt Arlington
1325 Wilson Blvd.
Arlington, VA 22209
Hyatt Regency Atlanta
265 Peachtree St., NE
Atlanta, GA 30303
Hyatt Regency Austin
208 Barton Springs
Austin, TX 78704
Hyatt Regency Beaver Creek
136 East Thomas Place
Avon, CO 81620
Hyatt Regency Bethesda
One Bethesda Metro Center
Bethesda, MD 20814
Hyatt Regency Cambridge
575 Memorial Drive
Cambridge, MA 02139
Hyatt Regency Cerromar Beach
Dorado, Puerto Rico 00646
Hyatt Cherry Hill
2349 West Marlton Pike
Cherry Hill, NY 08002
Hyatt Regency Cincinnati
151 West 5th Street
Cincinnati, OH 45202
Hyatt Regency Coral Gables
50 Alhambra Plaza
Coral Gables, FL 33134
Hyatt Regency Alicante
100 Plaza Alicante
Harbor & Chapman Blvd.
Garden Grove, CA 92640
Hyatt Regency Aruba
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L.G. Smith Blvd. 85
Palm Beach, Aruba
Hyatt Regency Baltimore
300 Light Street
Baltimore, MD 21202
Hyatt Regency Bellevue
900 Bellevue Way, N. E.
Bellevue, WA 98004
Hyatt Regency Buffalo
Two Fountain Plaza
Buffalo, NY 14202
Hyatt on Capitol Square
75 East State Street
Columbus, OH 43215
Hyatt Charlotte
5501 Carnegie
Charlotte, NC 28209
Hyatt Regency Chicago
151 East Wacker Drive
Chicago, Illinois 60601
Hyatt Regency Crown Center
2345 McGee Street
Kansas City, MO 64108
Hyatt Regency Columbus
350 North High Street
Columbus, OH 43215
Hyatt Regency Crystal City
2799 Jefferson Davis Hwy.
Arlington, VA 22202
Hyatt Regency Dallas
300 Reunion Boulevard
Dallas, TX 75207
Hyatt Deerfield
1750 Lake Cook Road
Deerfield, IL 60015
Hyatt Dorado Beach
Dorado, P.R. 00646
Hyatt Fair Lakes
12777 Fair Lakes Circle
Fairfax, VA 22033
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Hyatt Regency Grand Cypress
One Grand Cypress Blvd.
Orlando, FL 32836
Hyatt Regency Greenwich
1800 East Putnam Avenue
Old Greenwich, CT 06870
Hyatt Regency Hill Country Resort
9800 Resort Drive
San Antonio, TX 78251
Hyatt Regency Houston
1200 Louisiana Street
Houston, TX 77002
Hyatt Regency Irvine
17900 Jamboree Boulevard
Irvine, CA 92714
Hyatt Regency Kauai
1571 Poipu Road
Koloa, HI 96756
Hyatt Regency DFW Airport
International Pkway.
DFW Airport, TX 75261
Hyatt Regency Dearborn
Fairlane Town Center
Dearborn, MI 48126
Hyatt Regency Denver
1750 Welton Street
Denver, CO 80202
Hyatt Dulles
2300 Dulles Corner Blvd.
Herndon, VA 22070
Hyatt at Fisherman's Wharf
555 N. Point Street
San Francisco, CA 94133
Hyatt Grand Champions Resort
44-600 Indian Wells Ln.
Indian Wells, CA 92210
Hyatt Regency Greenville
220 North Main Street
Greenville, SC 29601
Harborside Hyatt Conference Center & Hotel
101 Harborside Drive
<PAGE> 16
Boston, MA 92128
Hyatt Regency Hilton Head at Palmetto Dunes
P.O. Box 6167
Hilton Head, SC 29938
Hyatt Regency Indianapolis
One South Capitol Avenue
Indianapolis, IN 46204
Hyatt Islandia
1441 Quivira Road
San Diego, CA 92109
Hyatt Key West
601 Front Street
Key West, FL 33040
Hyatt Regency Knoxville
500 Hill Avenue, SE
Knoxville, TN 37901
Hyatt Regency Lake Tahoe Resort & Casino
111 Country Club Drive
Incline Village, NV 89450
Hyatt Lisle
1400 Corporetum Drive
Lisle, IL 60532
Hyatt Regency Long Beach
200 South Pine Avenue
Long Beach, CA 90802
Hyatt Regency Los Angeles
711 South Hope Street
Los Angeles, CA 90017
Hyatt Regency Maui
200 Nohea Kai Drive
Lahaina, Maui
Hawaii 96761-1990
Hyatt Regency Milwaukee
333 West Kilbourn Avenue
Milwaukee, WI 53203
Hyatt Regency Monterey
One Old Golf Course Road
Monterey, CA 93940
Hyatt Regency New Orleans
Poydras Plaza & Loyola Avenue
New Orleans, LA 70140
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Hyatt Newporter
1107 Jamboree Road
Newport Beach, CA 92660
Hyatt Regency Oak Brook
1909 Spring Road
Oak Brook, IL 60521
Hyatt Regency LaJolla
3777 LaJolla Village Drive
San Diego, CA 92122
Hyatt Regency Lexington
400 West Vine Street
Lexington, KY 40507
The Lodge
Ronald Lane
Oak Brook, IL 60521
Hyatt at Los Angeles Airport
6225 West Century Boulevard
Los Angeles, CA 90045
Hyatt Regency Louisville
320 West Jefferson
Louisville, KY 40202
Hyatt Regency Miami
400 SE Second Avenue
Miami, FL 33131
Hyatt Regency Minneapolis
1300 Nicollet Mall
Minneapolis, MN 55403
Hyatt Regency New Brunswick
Two Albany Street
New Brunswick, NJ 08901
Grand Hyatt New York
Park Avenue at Grand Central
New York, NY 10017
Hyatt Regency O'Hare
9300 West Bryn Mawr
Rosemont, IL 60018
Hyatt Orlando
6375 West Irlo Bronson
Memorial Highway
Kissimee, FL 32741
Hyatt Regency Orlando
<PAGE> 18
International Airport
9300 Airport Boulevard
Orlando, FL 32827
Park Hyatt Chicago
800 North Michigan Avenue
Chicago, IL 60611
Hyatt Regency Phoenix
122 North Second Street
Phoenix, AX 85004
Hyatt Regency Pittsburgh
112 Washington Place
Pittsburgh, PA 15219
Hyatt Regency Reston
1800 President Street
Reston, VA 22090
Hyatt Regency Rochester
125 East Main Street
Rochester, NY 14604
Hyatt Rickeys
4219 El Camino Real
Palo Alto, California 94306-4493
Hyatt Regency San Antonio
123 Losoya
San Antonio, TX 78205
Hyatt Regency San Francisco Airport
San Diego, CA 92101
Burlingame, CA 94010
Hyatt Regency San Francisco
5 Embarcadero Center
San Francisco, CA 94111
Hyatt Regency Sarasota
1000 Boulevard of the Arts
Sarsota, FL 33577
Park Hyatt San Francisco
At Embarcadero Center
333 Battery Street
San Francisco, CA 94111
Park Hyatt Washington
1201 24th Street NW
Washington, D.C. 20037
Hyatt on Printers Row
<PAGE> 19
500 South Dearborn
Chicago, IL 60605
Hyatt Regency Princeton
102 Carnegie Center
Princeton, NJ 08540
Hyatt Richmond
6223 Broad Street
Richmond, VA 23230
Hyatt Regency Sacramento
1209 "L" Street
Sacramento, CA 95814
Hyatt Regency San Diego
One Market Place
San Diego, CA 92101
Grand Hyatt San Francisco
345 Stockton Street
San Francisco, CA 94108
Hyatt San Jose
1740 North First Street
San Jose, CA 95112
Hyatt Regency Savannah
Two West Bay Street
Savannah, GA 31401
Hyatt Regency Scottsdale
7500 East Doubletree
Ranch Road
Scottsdale, AZ 85258
Hyatt Regency St. Louis at Union Square
One St. Louis Union Square
St. Louis, MO 63103
Hyatt Regency Suites Perimeter Northwest
2999 Windy Hill Road
Marietta, GA 30067
Hyatt on Sunset
8401 Sunset Boulevard
West Hollywood, CA 90069
Hyatt Regency Vancouver
655 Burrard Street
Vancouver, B.C.
Canada V6C 2R7
Grand Hyatt Washington
<PAGE> 20
1000 H Street NW
Washington, DC 20001
Hyatt Westlake Plaza
880 South Westlake Boulevard
Westlake Village, CA 91361
Hyatt Regency St. John
P.O. Box 8310
Great Cruz Bay, St. John
US Virgin Islands 00830
Hyatt Regency Suites Palm Springs
285 North Palm Canyon Drive
Palm Springs, CA 92262
Hyatt Regency Tech Center
7800 E. Tufts Avenue
Denver, Colorado 80237
Hyatt Regency Tampa
Two Tampa City Center
Tampa, FL 33602
Hyatt Regency Waikiki
2424 Kalakaua Avenue
Honolulu, Oahu
HI, 96815
Hyatt Regency Washington
400 New Jersey Avenue, NW
Washington, D. C. 20001
Hyatt Regency Westshore
6200 Courtnery Campbell Cswy.
Tampa, FL 33607
Hyatt Regency Woodfield
1800 East Golf Roa
Shaumburg, Illinois 60173
<PAGE> 21
EXHIBIT B
HYATT SPECTRAMAX AGREEMENT
BY THIS AGREEMENT made this _____ day of __________, 199__, between HYATT
CORPORATION, as agent of ________________________ with offices at 200 West
Madison Street, Chicago, Illinois 60606 ("Hyatt") and SPECTRADYNE, INC., a Texas
corporation, with offices at 1501 North Plano Road, Richardson, Texas 75083
("Spectradyne") the parties hereby RECITE AND AGREE as follows:
RECITALS
A. Spectramax is a registered trademark of Spectradyne. Spectramax Services
(commonly known as "free-to-guest") are multi-channel, satellite-delivered,
closed-circuit television services including, but not limited to satellite
channels licensed by Spectradyne, all of which are delivered to hotel guests
over the hotel master antenna television system ("MATV") using an earth station
and related equipment provided by Spectradyne.
B. Hyatt is the operator of that certain hotel known as
the _______________ (the "Hotel") located at ___________________.
C. The parties desire to enter into an agreement whereby Spectradyne will
provide to the Hotel upon the terms herein provided, Spectramax Services.
AGREEMENT
In consideration of their respective covenants, the parties hereto mutually
agree as follows:
1. Amended and Restated National Agreement.
This Agreement is subject to and governed by the terms and conditions of that
certain Amended and Restated Spectramax National Agreement effective July 1,
1993, between Hyatt Corporation on its own behalf and on behalf of its
subsidiaries and affiliates and Spectradyne, Inc. (the "National Agreement").
Capitalized terms which are contained in this Agreement shall have the same
definition and meaning as provided for under the Amended and Restated Spectramax
National Agreement (hereinafter referred to as "National Agreement") unless
specifically defined differently herein. In the event any of the provisions of
this Agreement conflict with the provisions of the National Agreement, the
provisions of the National Agreement shall prevail.
2. Spectramax Programming.
(a) Spectradyne will provide the Hotel, at the Hotel's option, with a minimum of
five (5) satellite channels ("Satellite Channels"). Such Satellite Channels
shall include the following or any other agreed upon Satellite Channels
designated by the
<PAGE> 22
parties:
(1) Home Box Office (HBO)
(2) The Disney Channel (Disney) or Nickelodeon
(3) Either Cable Network News (CNN) or CNN-Headline Edition (CNN-H),
(4) Entertainment and Sports Programming Network (ESPN), and
(5) Either Turner Network Television (TNT), or WTBS, Channel 17, Atlanta
Superstation (WTBS).
Hyatt, at its sole option, may choose any five (5) of the eight (8) Satellite
Channels listed above.
(b) All Satellite Channels shall be made available on Spectramax to Hotel guest
rooms at no extra charge to Hotel guests. All Satellite Channels except HBO and
Disney shall also be available on Spectramax on other television sets served by
the Hotel MATV, including those in public areas. HBO and Disney shall be
available on an uninterruptible basis, and the Hotel agrees to make no public
announcement or advertisement that states Hotel has the right to take HBO or
Disney off the air or the right to interrupt such service. Hotel recognizes that
ESPN reserves the right to require that ESPN programming be blacked out during
certain designated events. Spectradyne shall notify the Hotel at least
twenty-four (24) hours in advance of any event required to be blacked out by
ESPN. Hyatt agrees to blackout ESPN on its premises for the blackout period
required by ESPN and recognizes that its failure to comply with any such
blackout requirement may result in the termination of ESPN programming at the
Hotel.
(c) Throughout the life of this Agreement, Hyatt has the option to add or delete
Satellite Channels licensed by Spectradyne upon ninety (90) days, prior written
notice to Spectradyne. If Hyatt elects to add Satellite Channels in addition to
those set forth in (a) above, such additional Satellite Channels shall be
delivered to interested Hotels for a fee to be agreed upon between Hyatt and
Spectradyne.It is understood and agreed that, from time to time, Hyatt may
desire to receive a satellite channel not currently licensed by Spectradyne
above. In such instance, Spectradyne, at its sole cost and expense, shall use
all commercially reasonable efforts to obtain the rights to such additional
satellite channel and transmit same to the Hotel for a fee to be agreed upon
between Hyatt and Spectradyne.
3. Fees and Payment Terms.
During the term of this Agreement all Spectramax Services including the
Satellite Channels described in 2(a) above shall be provided to the Hotel at ***
to Hyatt or the Hotel. Any additional Satellite Channels licensed by Spectradyne
which Hyatt elects to add to the Spectramax Service shall be provided to the
Hotel for a fee to be agreed upon between Hyatt and Spectradyne.
4. Term.
<PAGE> 23
(a) This Agreement shall be for a term commencing on _____________
("Commencement Date") and expiring on June 30, 2000.
(b) In the event that Hyatt shall for any reason cease to be manager or operator
of the Hotel, either party shall have the right to terminate this Agreement as
of the date of such cessation of management or operations. The cancelling party
shall provide the non-cancelling party with at least thirty (30) days prior
written notice of such termination.
(c) This Agreement may be suspended, at Hyatt's option, upon thirty (30) days
prior written notice in the event the Hotel or any portion thereof is closed for
renovation. In the event Hyatt chooses to suspend this Agreement, any applicable
fees shall abate during such renovations and shall resume on the date when the
Hotel or sections thereof reopen to the public.
(d) This Agreement shall automatically terminate upon the expiration or earlier
termination of the National Agreement.
5. Installation of Equipment.
(a) The Hotel is equipped with a master antenna system (herein collectively
called the "MATV") which is a network of cables, wall taps, antennas and
specially designed radio frequency signal processing components, which receive,
process, amplify and distribute video and audio TV and FM signals from a central
location to a multiplicity of televisions within a building or group of
buildings. Title to the MATV is and shall remain with the Hotel. Heretofore,
from time to time, Spectradyne has made repairs to and replacements of the
Hotel's MATV. It is understood and agreed that, before and after the completion
date of any upgrade made to the MATV by Spectradyne as required below or
pursuant to the Amended and Restated Spectravision and Interactive Services
National Agreement effective July 1, 1993 (the "Spectravision National
Agreement"), all equipment which encompasses the MATV is hereby considered
property of the Hotel.
(b) Upon receipt of this Agreement, Spectradyne will make recommendations to
Hyatt as to the best Spectramax earth station and equipment or microwave system
locations at the Hotel, and as to any changes necessary in the Hotel MATV. Hyatt
will allow Spectradyne personnel reasonable access to all areas of the Hotel for
a pre-installation survey. In the event Spectradyne determines to use a
microwave system, Spectradyne shall furnish and install a microwave link instead
of an Earth Station. There shall be no charge to Hyatt for roof mount
installation.
(c) Upon receipt of Spectradyne's notice of the location of a sufficient and
suitable frequency coordinated approved site for the earth station, Hyatt shall
use its best efforts to make such frequency coordinated approved site available
to Spectradyne, as soon as possible thereafter. Hyatt shall then supply and pay
for all electricity necessary to operate such earth station as well as
<PAGE> 24
the other equipment if the earth station is placed on the ground, Spectradyne,
at its sole cost and expense, shall construct a concrete pad with bolts built to
the specifications of the manufacturer of the earth station. Such specifications
shall be supplied by Spectradyne a t its sole cost and expense. If the earth
station is located on the roof, the roof shall be reinforced to Hyatt's and
Spectradyne's engineering specifications at the sole expense of Spectradyne. In
addition, Spectradyne will provide security fencing and trenching from the
concrete pad to the exterior wall or other site on the property, and the
necessary conduit required to run electrical wiring from the concrete pad to the
exterior wall or other site. If Hyatt shall be unable to make such frequency
coordinated approved site available, Hyatt shall use its best efforts to make
available another approved site that is acceptable Spectradyne.
(d) The site of the Spectramax station shall be marked and mutually approved in
writing on a plot plan of the Hotel supplied to Spectradyne by Hyatt (and set
forth on Exhibit A attached hereto and made a part hereof). The installation
shall commence as soon as possible after Spectradyne receives Hyatt's
authorization to proceed. At its sole cost and expense, Spectradyne shall
furnish and install all Spectramax equipment and cables necessary to deliver
Spectramax services in guest rooms of the Hotel. This installation shall be at
the sole expense of Spectradyne except as described in subsections (c) and (g).
(e) Hotel shall obtain, at Spectradyne's cost, any required zoning clearances,
variances, or local permits.
(f) Spectradyne shall effect the installation in a workmanlike and efficient
manner without reasonable interference with the operation of the Hotel.
(g) Hyatt shall provide complimentary guest rooms at the Hotel for Spectradyne
personnel during the installation of such Earth Station and during any
maintenance visits for such Earth Station.
6. Operation.
(a) Spectradyne shall obtain any necessary licenses for the rights to exhibit in
the Hotel those Satellite Channels specified above. Hyatt shall comply with the
rules of Spectradyne's licenses for the Satellite Channels.
(b) In the event Spectradyne discontinues its relationship with any Satellite
Channel Spectradyne will notify Hyatt in writing no less than thirty (30) days
in advance of any discontinuation. Spectradyne will make its best efforts to
provide a substitute Channel. In the event Spectradyne is unable to provide a
substitute Channel, subject to Section 12 hereof, such failure shall, at Hyatt's
option, constitute a default as defined hereunder and shall be subject to the
provisions contained in Section 13 below.
<PAGE> 25
(c) In the event any Satellite Channel publishes a programming guide,
Spectradyne shall provide Hotel with a quantity of guides on a monthly basis
equal to one hundred fifty percent (150%) of the guest rooms in the Hotel at no
cost to Hyatt. Hyatt may, in its sole discretion, which shall not be arbitrarily
withheld, distribute such materials in its guest rooms and may distribute any
lobby promotional materials supplied by Spectradyne. Additional in-room guides
may be purchased from Spectradyne for *** a piece; provided, however, Hyatt is
not required to purchase in-room guides from Spectradyne. If Spectradyne's cost
for such guides increases, the rate for additional guides will be raised to the
extent of such increase.
7. Maintenance.
(a) Spectradyne, at its sole cost and expense, shall maintain the Spectramax
equipment and the MATV in good working condition. Spectradyne agrees to maintain
a good quality signal to the MATV comparable to the broadcast reception for all
Spectravision Services provided to the Hotel, Pursuant to the Spectravision
National Agreement.
(b) Hyatt shall not remove the SpectrAmax equipment or permit it to be removed
from the Hotel and shall not abuse, tamper with, or attempt to operate the
Equipment. Hyatt agrees to permit Spectradyne reasonable access to the Hotel to
inspect, repair, or observe and adjust the Equipment; provided, however, that
Spectradyne in the exercise of its access rights and in performance of its
obligations hereunder shall not unreasonably inconvenience the guests of the
Hotel or unreasonably interfere with the operation of the Hotel.
(c) Any repairs or replacements made necessary by the willful misconduct or
grossly negligent act of Hyatt, its employees, contractors, or agents shall be
done by Spectradyne at Hyatt's cost. Hyatt agrees to immediately reimburse
Spectradyne for such repair costs.
8. Rights of the Parties.
(a) Except as set forth in the National Agreement, notwithstanding the fact that
parts of the Spectramax equipment may be affixed to the Hotel, the Equipment
shall not become real property of Hyatt or a Hotel fixture and shall remain the
property of Spectradyne, except as set forth in Section 5 hereinabove. Hyatt
acknowledges that the Equipment and its operation are proprietary to Spectradyne
and Hyatt will use reasonable efforts to see that access to the Spectramax
equipment is restricted to those persons authorized by Spectradyne.
(b) Nothing in this Agreement shall be construed to grant to Hyatt any ownership
interest in the copyrights, patents, licenses, or trademarks owned or licensed
by Spectradyne or to grant the Hotel the right to redistribute SpectramAx
programming outside the
<PAGE> 26
Hotel.
(c) Except as set forth in the National Agreement, at the termination of this
Agreement in any manner, Spectradyne shall have the right, at its sole risk and
expense, to remove the Spectramax equipment in a neat and workmanlike manner
within ninety (90) days after such termination. Any equipment remaining at the
Hotel after such ninetieth (90th) day shall become property of the Hotel.
(d) Spectradyne shall, at its sole expense, repair any damage to the Hotel
caused by the installation, removal, repair, servicing, or replacement of the
Spectramax equipment, normal wear and tear excepted.
9. Taxes.
Hyatt agrees to pay on behalf of Spectradyne any and all sales, use, ad valorem,
admission, property tax, or amusement taxes, or other similar taxes, tariffs, or
governmental levy of any form whatsoever in connection with the installation of
the Spectramax Equipment. On the offering of the services that Spectradyne
provides to the Hotel for Hotel's guests pursuant to this Agreement, nothing
contained herein shall create a liability for the Hotel to collect any taxes
assessed on the basis of such services provided by Spectradyne, except for those
taxes that Hyatt collects on behalf of Spectradyne as set forth in this
Agreement.
10. Insurance.
Spectradyne shall meet its insurance requirements as set forth in the National
Agreement.
11. Indemnification.
Spectradyne shall defend, indemnify and hold harmless Hyatt and the owner of the
Hotel and each of their respective officers, directors, agents and employees
from and against any and all actions, costs, claims, losses, expenses and/or
damages, including reasonable attorney's fees, arising out of or in any way
relating to or incidental to the performance of the services to be performed by
Spectradyne hereunder or the presence of Spectradyne at the Hotels. Spectradyne
shall,further indemnify Hyatt and the owner of the Hotel and each of their
respective officers, directors, agents and employees from and against any and
all actions, costs, claims, losses, expenses and/or damages, including
reasonable attorneys, fees, for or arising out of any bodily injuries to or the
death of any of Spectradyne's employees working at the Hotel, however caused or
occasioned, excepting the willful misconduct or gross negligence of Hyatt.
Further, Spectradyne shall defend, indemnify and hold harmless Hyatt and the
owner of the Hotel and each of their respective
<PAGE> 27
officers, directors, agents and employees from and against any claims, demands,
causes of action, loss, cost and expense (including reasonable attorneys' fees)
arising out of or in connection with or based upon a real or alleged breach by
Spectradyne of the provisions hereof, and any claims, demands, causes of action,
loss, cost, expense (including attorneys, fees) or fee based upon an alleged or
actual infringement of any patent or copyright or an alleged unauthorized
broadcast or use of any license. Hyatt shall promptly notify Spectradyne for any
matter for which indemnity is sought under this section and, in any event, prior
to the incurrence of any expenditures under this section.
Spectradyne agrees that it is as fully responsible for the acts and omissions of
its subcontractors and of persons either directly or indirectly employed by them
as it is for the acts and omissions of persons directly employed by Spectradyne.
Spectradyne agrees to bind every subcontractor by the terms of this Agreement so
far as is applicable to the subcontractor's work. However, nothing contained in
the provision of this Agreement shall create any contractual relationship
between Hyatt and any subcontractor.
12. Force Majeure.
Neither party shall have any liability for the failure to perform or a delay in
performing any of its obligations under this Agreement if that failure or delay
is the result of any legal restriction, labor dispute, strike, boycott, flood,
fire, public emergency, revolution, insurrection, riot, war, unavoidable
mechanical failure, electricity interruption or any other cause beyond the
control of either party whether similar or dissimilar to the causes enumerated
here except in any case any event which can be cured or mitigated by the payment
of money; provided, however, that the failure of Spectradyne to deploy and
install the New Technology on the schedule established and as required pursuant
to Section 4 of the Amended and Restated Spectravision and Interactive Services
National Agreement, shall under no circumstances be deemed a force majeure
event.
13. Default.
(a) In the event that Spectradyne fails, in any material way, to provide the
services described in Section 7(a) above, to Hyatt's sole satisfaction, at its
sole option, upon three (3) days, notice and opportunity to cure, Hyatt may
elect to have such service(s) performed by another vendor at the sole cost and
expense of Spectradyne. All amounts owed by Spectradyne under this paragraph
shall be deducted from amounts payable to Spectradyne by the Hotel.
(b) Subject to the terms of Section 16 of the National Agreement and except (i)
as otherwise provided in (a) above, and (ii) for the reasons that constitute a
force majeure as set forth herein, in the event that either party (the
"defaulting party") shall fail
<PAGE> 28
to perform or comply with any material obligation under this Agreement, the
failure shall constitute a default. The non-defaulting party shall notify the
defaulting party in writing of the failure and default. If the default is not
remedied to the satisfaction of the party having given such notice within forty
five (45) days after the receipt of notice, or if such default is of a nature
that it cannot, with due diligence and in good faith be cured within forty five
(45) days and such defaulting party fails to proceed promptly and with due
diligence and in good faith to cure the same, the non-defaulting party may
declare this Agreement terminated as of the one hundred and eightieth (180th)
day following the delivery of the original notice.
14. Corporate Room Rates.
Whenever Hyatt's Hotel facilities and services are used by directors, officers,
employees and guests of Spectradyne in furtherance of Hyatt related business
except as set forth in Section 5(g) hereinabove, such personnel shall not be
required to pay more than Hyatt's corporate rates for their use of such Hotel
facilities and services.
15. General Provisions.
(a) Notices. All notices to be given hereunder shall be given in writing and
shall be deemed given when deposited in the U. S. Mail with postage prepaid.
Notices intended for Hyatt shall be addressed to the Hotel at its above-stated
address to the attention of the General Manager, with a copy to the corporate
offices of Hyatt at its above-stated address, attention: General Counsel. Either
party hereto may change its address for notices by giving notice of change to
the other party. Emergency notices concerning blackout requirements for
Spectramax programming or any other matter may be by telephone, or telegraph or
in person. Authorizations required by any provision of this Agreement shall be
in writing and include Hyatt's approval of the earth station site and authority
to commence installation as well as any other consent reasonably necessary to
accomplish the purposes of this Agreement.
Spectradyne acknowledges and agrees that the Hotel's only authorized signatories
are located at Hyatt's corporate offices at Chicago, Illinois.
(b) Assignment. This Agreement may be assigned by Hyatt to any successor
operator of the Hotel only upon the execution of a written agreement by that
successor assuming the obligations of Hyatt under this Agreement. An assignment
without such assumption of obligations will operate as a default under this
Agreement.
This Agreement may not be assigned in whole or in part by Spectradyne without
the prior written approval of Hyatt.
(c) Applicable Law. This Agreement shall be governed in all
<PAGE> 29
respects by the internal laws of the State of Illinois without regard to the
external laws or federal laws pertaining to conflicts of laws.
(d) Modification. This Agreement and any provision of the attached exhibits
shall not be modified or amended except by an instrument in writing executed by
the parties hereto. Both parties agree to execute any other documents reasonably
necessary to accomplish the purposes of this Agreement.
(e) No Joint Venture or Agency Created. Nothing in this Agreement shall be
construed to create any joint venture or principal-agent relationship between
Hyatt and Spectradyne. Neither party shall hold itself out in any manner which
would indicate such a relationship with the other party.
(f) Successors and Assigns. This Agreement shall apply to, and be binding upon,
the parties hereto and their respective successors and permitted assigns.
(g) Exhibit A (The Diagram) is made a part of this Agreement.
(h) Hyatt-Agent. Spectradyne recognizes that Hyatt Corporation, a Delaware
corporation, is the sole agent of Hotel with regard to the operation of Hotel
until Spectradyne shall receive written notice to the contrary from Hyatt, and
Hyatt and Spectradyne agree that Hyatt may perform all obligations of Hotel and
exercise all rights on behalf of Hotel hereunder.
(i) Severability of Provisions. If any part or subpart of this Agreement is
found or held to be invalid, that invalidity shall not affect the enforceability
and binding nature of any other part of this Agreement.
(j) Consents. The obligations of the parties hereto are conditioned upon the
receipt of all necessary approvals, consents, and authorizations required by law
or by contract.
IN WITNESS WHEREOF the parties have executed this Agreement, by duly authorized
signatories, on the date set forth by their signatures.
SPECTRADYNE, Inc., HYATT CORPORATION, as agent of
a Texas Corporation
By: __________________________ By: __________________________
Title: _______________________ Title: _______________________
Dated: _______________________ Dated: _______________________
<PAGE> 30
EXHIBIT C
EARTH STATION HUB SITE
Rider to Hyatt Spectramax Agreement
THIS RIDER TO HYATT SPECTRAMAX AGREEMENT, is made this _____ day of __________,
19__, but effective as of ____________, 19__ by and between
__________________________ hereinafter called "Hyatt") and Spectradyne, Inc.
(hereinafter called "Spectradyne").
WITNESSETH:
WHEREAS, Hyatt and Spectradyne entered into that certain Hyatt Spectramax
Agreement effective as of ____________, 19__, providing for Spectradyne to
provide its Spectramax service at the _____________________ hotel ("Hotel"); and
WHEREAS, Hyatt and Spectradyne desire to amend the Agreement effective as of
_______________________ in order for Spectradyne to use the Hotel as an Earth
Station,Hub Site for the purpose of providing Spectramax service to third
parties.
NOW THEREFORE, the parties hereto amend the Agreement by this instrument as
follows:
1. The term of this Rider shall commence on ____________, 19__ and expire on
June 30, 2000. This Rider is subject to early termination in accordance with the
provisions of the National Agreement and the Hyatt Spectramax Agreement.
Upon expiration or earlier termination of the Agreement, Hyatt may determine to
allow Spectradyne to maintain its Earth Station Hub Site at the Hotel. In such
event, the parties hereto shall enter in to a mutually agreeable agreement under
which the Hotel shall serve as an Earth Station Hub Site.
2. Spectradyne shall, at its sole cost and expense, install the Earth Station
which shall become a fixed position dish which cannot be used for
teleconferencing.
3. During the above term and any extensions thereof, Spectradyne will have the
right to redistribute the signals from the Earth Station to other hotels. Upon
Hyatt's approval, which shall not be unreasonably withheld, Spectradyne will
have the right to add various antennas on the roof of the Hotel premises as
required for operation of the Earth Station at no cost whatsoever to the Hotel.
4. Title to the Earth Station and related equipment and antennas shall remain
with Spectradyne. Spectradyne assumes all risk of loss of or damage to the Earth
Station and related equipment and antennas.
5. In consideration of allowing the Hotel to serve as an Earth
<PAGE> 31
Station Hub Site, Spectradyne shall pay the Hotel a fee equal to *** per month.
Except as herein expressly set forth in this Rider, the Hyatt Spectramax
Agreement shall remain in full force and effect, subject to its terms and
conditions.
IN WITNESS WHEREOF the parties hereto have executed this Rider to Hyatt
Spectramax Agreement as of the day and year first above written.
HYATT CORPORATION, as agent of
______________________________
d/b/a ________________________
By: __________________________
Title: _______________________
Date: ________________________
SPECTRADYNE, Inc.,
a Texas corporation
By: __________________________
Title: _______________________
Date: ________________________