Transponder Service Agreement - Playboy Entertainment Group Inc. and Loral SpaceCom Corp. d/b/a Loral Skynet
PLAYBOY T7 Final
02/28/01
Page 1 of 4
Contract Number:T70102100
AGREEMENT BETWEEN
PLAYBOY ENTERTAINMENT GROUP, INC.
AND
LORAL SKYNET(R)
CONCERNING SKYNET TRANSPONDER SERVICE
This agreement (the "Agreement") is made this 1st day of March 2001 by and
between Playboy Entertainment Group, Inc. ("Playboy") a corporation organized
and existing under the laws of the State of Delaware and having its primary
place of business at 9242 Beverly Boulevard, Beverly Hills, California 90210
(hereinafter collectively referred to as "CUSTOMER" which expression shall
include its successors and permitted assigns) and Loral SpaceCom Corporation, a
corporation organized and existing under the laws of the State of Delaware,
doing business as LORAL SKYNET, and having a place of business at 500 Hills
Drive, Bedminster, New Jersey 07921 (hereinafter referred to as "SKYNET" which
expression shall include its successors and permitted assigns).
WITNESSETH:
WHEREAS, SKYNET has launched its Telstar 7 satellite for the purpose of
providing service to commercial services on such satellite; and,
WHEREAS, CUSTOMER desires to obtain C-Band transponder capacity service on
the Telstar 7 Satellite ("Telstar 7").
NOW, THEREFORE, CUSTOMER and SKYNET, in consideration of the mutual
covenants expressed herein, agree as follows:
1. SKYNET SERVICES
1.1 SKYNET offers and CUSTOMER hereby orders SKYNET Transponder Service
consisting of service on one (1) 36 MHz, C-Band, 37 Watt fully
protected transponder (hereinafter referred to as the "Fully
Protected" transponder) on Telstar 7 from October 1, 2001 through
January 31, 2010.
1.2 The service as described in Section 1.1 above shall hereinafter be
referred to as the "Service".
1.3 The Service is furnished to CUSTOMER subject to this Agreement,
which consists of this Service Description and the following
documents, which are
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SKYNET(R) is a registered trademark of Loral SpaceCom Corporation
LORAL SKYNET PROPRIETARY
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PLAYBOY T7 Final
02/28/01
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attached hereto and incorporated herein by reference:
1) The General Terms and Conditions
2) Exhibit A - Performance Parameters
3) Exhibit B - Transmission Parameters
2. RATES
CUSTOMER shall pay a monthly rate for the Service as set forth in the
following table:
Monthly Rate
Quantity Service Satellite Term Per Transponder
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1 36 MHz 37W C-band Telstar 7 10/01/01 - 1/31/02 No Charge
Fully Protected 02/01/02 - 1/31/10 $145,000.00
3. SECURITY PAYMENT
NONE REQUIRED
4. OPTIONS TO EXTEND THE TERM OF SERVICE
CUSTOMER shall have the to option extend the term of service under this
Agreement to the end-of-life (EOL) of Telstar 7, currently anticipated to be on
or about 4Q 2014, by providing SKYNET with notice no less than six (6) months
prior to the expiration of the current term (notice prior to 7/31/09). The
monthly rate for the extended term of service shall be $145,000.00.
5. ANTENNA SEEDING ALLOWANCE:
SKYNET agrees to remit USD $140,000 to CUSTOMER prior to October 1, 2001
in conjunction with an anticipated antenna seeding program. This amount will be
provided to CUSTOMER in four equal payments of USD $35,000.00 each. The payments
will be sent to CUSTOMER, one each, on May 1, June 1, July 1 and August 1, 2001.
6. TRANSPONDER LOADING
The monthly rate as set forth in Section 2 ("RATES") for the Service
includes intrasatellite and intersatellite transponder management for the uplink
of up to a maximum of six (6) carriers per transponder, subject to
intrasatellite and intersatellite coordination,
LORAL SKYNET PROPRIETARY
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PLAYBOY T7 Final
02/28/01
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for its initial loading plan ("Initial Loading Plan"). In the event CUSTOMER
implements a Different Loading Plan, pursuant to Paragraph 8 ("USE OF THE
TRANSPONDER") of Codicil 1, or if CUSTOMER notifies SKYNET that it desires to
implement a Different Loading Plan, SKYNET shall extend reasonable efforts to
effect such intrasatellite and intersatellite coordination. Any changes to such
Initial Loading Plan shall be subject to the provisions of the General Terms and
Conditions, Paragraphs 8 ("USE OF THE TRANSPONDER") and 9 ("MULTIPLE CARRIER
CHARGE"). The number of channels within a carrier shall not be unreasonably
restricted by SKYNET.
7. NOTICES
All notices, demands, requests, or other communications which may be or
are required to be given, served, or sent by one party to the other party
pursuant to this Agreement (except as otherwise specifically provided in this
Agreement) shall be in writing and shall be delivered by hand, confirmed
facsimile, or mailed by first-class, registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
(i) If to CUSTOMER: PLAYBOY ENTERTAINMENT GROUP, INC.
9242 Beverly Blvd., 3rd Floor
Beverly Hills, CA 90210
Attn: Mr. James English, President and
Ms. Alexandra Shepard, Senior VP
Business and Legal Affairs
Phone: 310-246-4000
Fax: 310-246-4078
Copy to: Broadcast Cable Services, Inc.
2615 Creston Drive
Los Angeles, CA 90068
Attn: Mr. W. Tillson
Phone: 323-461-0700
(ii) If to SKYNET LORAL SKYNET
500 Hills Drive
P.O. Box 7018
Bedminster, NJ 07921
ATTN: Joan Byrnes
Executive Vice President - Sales and Marketing
Room 3B28
Phone: 908-470-2323
Fax: 908-470-2459
LORAL SKYNET PROPRIETARY
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PLAYBOY T7 Final
02/28/01
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Copy to: LORAL SKYNET
500 Hills Drive
Bedminster, NJ 07921
ATTN: Daniel J. Zaffarese
Senior Contract Manager
Room 3A02
Phone: (908) 470-2352
Fax: 908-470-2599
Either party may designate by notice in writing a new address or addressee, to
which any notice, demand, request, or communication may thereafter be so given,
served or sent. Each notice, demand, request, or communication which shall be
delivered, shall be deemed sufficiently given, served, sent or received for all
purposes at such time as it is delivered to the addressee named above as to each
party, with the signed messenger receipt, return receipt, or the delivery
receipt being deemed conclusive evidence of such delivery.
8. ENTIRE AGREEMENT
This Agreement along with matters incorporated herein by reference,
constitutes the entire agreement between CUSTOMER and SKYNET relative to the
Service, and this Agreement can be altered, amended or revoked only by an
instrument in writing signed by both CUSTOMER and SKYNET. CUSTOMER and SKYNET
agree hereby that any prior or contemporaneous oral and written agreements
between and among themselves and their agents and representatives relative to
the subject of this Agreement are superseded and replaced by this Agreement. Any
provision of this Agreement found to be unenforceable or invalid by a court of
competent jurisdiction shall in no way affect the validity or enforceability of
any other provision except that if such invalid or unenforceable provision
provided a material benefit to a party hereto, such party shall have the right
to terminate the Agreement without liability to the other.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as
of the day and year first above written, and agree to the terms and conditions
set forth herein.
PLAYBOY ENTERTAINMENT GROUP, INC. LORAL SKYNET
By: /s/James L. English By: /s/ RJ. De Martini
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Title: President Title: Director, Contracts
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Date: 3/7/01 Date: 3/12/01
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LORAL SKYNET PROPRIETARY
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02/28/01
EXHIBIT A
SKYNET(R)
C-BAND PERFORMANCE PARAMETERS
TELSTAR 7
Minimum Performance At End-Of-Life With
50 State Plus U.S. Caribbean Coverage
C-BAND
REGION EIRP G/T
------ ---- ---
CONUS 37.7 dBW -3.2
Major Alaskan Cities 31.0 dBW -12.5
Hawaii 32.2 dBW -9.8
Puerto Rico and 32.5 dBW -8.4
Virgin Islands
Mexico 36.0 dBW -5.4
Southern Canada 36.0 dBW -5.2
Caribbean 33.0 dBW -7.7
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(R)SKYNET is a registered trademark of Loral SpaceCom Corporation
LORAL SKYNET PROPRIETARY
<PAGE>
02/28/01
EXHIBIT B
SKYNET(R)
C-BAND TRANSMISSION PARAMETERS
TELSTAR 7
A. Transmitted Carrier(s) - The transmitted carrier(s) shall be within accepted
industry standards and shall be confined to a 36 MHz bandwidth centered on the
frequency assigned by SKYNET.
B. Transmit Power - The SKYNET shall authorize a particular transmit power by a
transmitting earth station. For transponders operating in the saturated mode,
this authorized transmit power shall normally be that power necessary to
saturate the transponder and shall not be exceeded by more than 2 dB. For
transponders operating in a mode where the power is backed-off below saturation,
this authorized transmit power shall not be exceeded.
C. C-Band Carrier Dispersal - For determining the amount of carrier dispersal
required to control the energy (power flux density) at the earth's surface, a
C-Band transponder's equivalent isotropically radiated power of +43 dBW for
Telstar 7 transponders shall be assumed for beam center-Contiguous Mainland.
SKYNET transponder users are required to provide enough modulation at all times
such that the energy at the surface of the earth from a SKYNET satellite shall
not exceed the limits set by the FCC.
D. Polarization Isolation (Transmitting Earth Station) - Isolation between
orthogonal cross-polarized signals shall be at least 35 dB throughout the
frequency bands of 5925 MHz to 6425 MHz within the cone angle of 0.25 Theta
where Theta is the half-power beamwidth of the main beam. The polarization
adjustment of the earth station antenna relative to the satellite shall be
maintained to an accuracy of + 1.0 degree at minimum Faraday rotation when
polarization tracking is not employed.
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(R)SKYNET is a registered trademark of Loral SpaceCom Corporation
LORAL SKYNET PROPRIETARY