Omnibus Amendment to Agreements - Playboy Entertainment Group Inc., Andrita Studios Inc. and Intelsat USA Sales Corp.
OMNIBUS AMENDMENT TO AGREEMENTS BETWEEN PLAYBOY
ENTERTAINMENT GROUP, INC., ANDRITA STUDIOS, INC. AND INTELSAT
USA SALES CORP.
Amendment No. 2 to Agreement T70102100
Amendment No. 2 to Agreement GSS0210100
Amendment No. 2 to Agreement T70309257
December 22nd, 2005
This Omnibus Amendment ("Omnibus Amendment") to Agreements between Playboy
Entertainment Group, Inc., Andrita Studios, Inc. and Intelsat USA Sales Corp. is
entered into this 22nd day of December, 2005.
WHEREAS Playboy Entertainment Group, Inc. ("Playboy") and Loral Skynet, a
Division of Loral SpaceCom Corporation ("Loral"), entered into an agreement
signed on March 1, 2001 for Playboy to lease C-band transponder 15 on satellite
IA-7, with a term through January 31, 2010 (this agreement being, as amended,
the "IA-7 C15 Lease");
WHEREAS Playboy and Loral entered into a separate agreement for Playboy to lease
half of Transponder 9 on the Telstar 7 satellite on November 20, 2003 (the "IA-7
C9 Lease");
WHEREAS on February 4, 2003, Loral and Playboy entered into the Loral
Skynet/Playboy Entertainment Group, Inc. Digital Channel Platform Agreement
***** with service being provided on IA-7 C5 and IA-7 C23, (the "Channel
Agreement");
WHEREAS Playboy assigned the IA-7 C15 Lease to Andrita Studios, Inc. ("Andrita")
on February 4, 2004;
WHEREAS Intelsat LLC acquired the assets of Loral effective on March 17, 2004
and, in connection with that acquisition, all of the above agreements were
assigned to Intelsat USA Sales Corp. ("Intelsat");
WHEREAS on May 7, 2004, Playboy, Andrita and Intelsat agreed to modify the
various agreements between the parties to reflect an extension of the IA-7 C15
lease until January 31, 2013, for Playboy to lease an additional 18 MHz
bandwidth on IA-7 C9 (the "HD Lease"); and for the Channel Agreement to be
extended to January 31, 2013;
WHEREAS on November 28, 2004, Intelsat's satellite IA-7 experienced a major
service failure, and Intelsat offered to restore services by moving services
provided on IA-7 to
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the corresponding C-band transponders on satellite IA-13, with modified
Performance Parameters;
WHEREAS the parties all now wish to amend each of the IA-7 C15 Lease, the IA-7
C9 Lease and the Channel Agreement to reflect changing market conditions;
NOW THEREFORE for and in consideration of the terms and conditions set forth
herein, the parties agree as follows:
I. TERMINATION OF LEASE
Andrita and Intelsat agree to terminate the HD Lease, effective as of May 1,
2005, and the parties acknowledge that, in consideration of the agreements set
forth in III A below, there is no amount due to Intelsat for the lease of this
bandwidth.
II. REASSIGNMENT OF SERVICE
A. As a result of the major service failure of Intelsat's IA-7 satellite on
November 28, 2004, the Parties all confirm that each transponder leased by
Playboy or Andrita on IA-7 (C5, C9, C15 & C23) is replaced by a
transponder on IA-13.
B. Upon sixty days' prior notice by Intelsat to Andrita, but under no
circumstances earlier than March 1, 2006, Intelsat will move the remaining
service provided to Playboy under the IA-7 C9 Lease from IA-13 back to
IA-7. Notwithstanding any other provisions contained in the IA-7 C9 Lease,
following the transfer back to IA-7, the service will be provided by
Intelsat as a Fully Protected Service, as that term is defined in the IA-7
C9 Lease .
III. EXENTION OF LEASE TERMS
A. The Terms of the IA-7 C15 Lease and the Channel Agreement are each
extended until June 1, 2013.
IV. AMENDMENT TO CHANNEL AGREEMENT
A. Section 3.1.1 of the Channel Agreement is amended by adding the following
paragraph to the end of the section:
*****
B. Section 3.1.3 of the Channel Agreement is amended by deleting it in its
entirety and replacing it with the following:
Sales and Marketing. Intelsat and PLAYBOY (through its subsidiary Andrita
Studios, Inc. ("ANDRITA") will each have the right to offer for sale and
to market the Platform and the Service. The Parties will provide the
personnel and services necessary as set forth in this Agreement to fulfill
orders for the Services that are placed in compliance with a contract
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executed between either Intelsat or ANDRITA and a Customer (a "Customer
Contract").
C. Section 3.1.4 of the Channel Agreement is amended by deleting it in its
entirety and replacing it with the following:
Customer Contracts. The Party selling the Platform and the Service to a
Customer (be it either ANDRITA or Intelsat, the "Selling Party") will
enter into a Customer Contract directly with the Customer. Each of ANDRITA
and Intelsat will provide the services set forth under this Agreement in
connection with each Customer Contract.
D. Section 3.1.5 of the Channel Agreement is amended by deleting it in its
entirety and replacing it with the following:
Customer Care and Technical Support. The Selling Party will establish and
provide Customer Care and Technical Support functions for Customers, which
will include ensuring that ANDRITA receives Customer conditional access
activation/deactivation requirements for cable headends and direct-to-home
service providers, as described more fully in the Operations Plan.
E. Section 3.1.6 of the Channel Agreement is amended by deleting it in its
entirety and replacing it with the following:
No Additional Obligation. Except as expressly set forth herein, neither
party is obligated nor is it authorized to perform any of the obligations
or duties of the other party.
F. Section 3.3.3 of the Channel Agreement is amended by deleting the first
sentence of the paragraph following the chart ***** in its entirety and
replacing the sentence with the following:
The Selling Party shall collect service charges from all of the Customers they
contracted with pursuant to the applicable Customer Contract. *****
G. Section 9 of the Channel Agreement is amended to make all audit rights
contained in the first paragraph of that section mutual between the
Parties.
V. ADDITIONAL TERMS
A. Representations and Warranties. The Parties hereto each represent and
warrant to the other that each has the requisite power and authority to
enter into this Omnibus Amendment and to perform fully its respective
obligations hereunder, and that this Omnibus Amendment has been duly
executed by it and constitutes a valid obligation enforceable against it
in accordance with the terms hereof.
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B. Controlling Terms. Except to the extent inconsistent with the terms of
this Omnibus Amendment, the relationship between the Parties shall be
governed by the terms and conditions set forth in the respective
agreements amended by this Omnibus Amendment. To the extent that there is
any inconsistency between the terms of this Omnibus Amendment and any
other agreement, the terms of this Omnibus Amendment shall prevail.
INTELSAT USA SALES CORP.
BY: /s/ Paul F. Konors
Name: Paul Konors
Title: Director, USA Sales Management
ANDRITA STUDIOS, INC.
BY: /s/ Jonathan Blinderman
Name: Jonathan Blinderman
Title: Vice President, Business and
Legal Affairs
PLAYBOY ENTERTAINMENT
GROUP, INC.
BY: /s/ Jonathan Blinderman
Name: Jonathan Blinderman
Title: Vice President, Business and
Legal Affairs
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