EXHIBIT 10.10
SERVICES AGREEMENT ("Agreement") dated as of April 1, 1998 (the
"Effective Date") by and between Group W Network Services, a division of Group W
Broadcasting, Inc., a Delaware corporation, with offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("GWNS") and Recovery Network, Inc., a Colorado
corporation with offices at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ("Customer").
WHEREAS, GWNS provides traffic, playback, uplink and compressed
satellite space segment services, facilities and equipment to support television
programming; and
WHEREAS, Customer owns the "Recovery Network" program service
("Network"); and
WHEREAS, Customer desires to purchase, and GWNS desires to provide
Customer, certain Services to be used in Customer's operation of Network;
NOW, THEREFORE, GWNS and Customer hereby agree as follows:
1. Services.
Subject to all of the terms and conditions of this Agreement, GWNS
agrees to provide for Customer, and Customer agrees to obtain from GWNS, the
following services ("Services") 24 hours per day, 7 days per week:
1.1. Master Control/Playback Services as described in Exhibit 1
hereto.
1.2. Traffic Services as described in Exhibit 2 hereto.
1.3. Compressed Satellite Space Segment, Uplink and Encryption
Services as described in Exhibit 3 hereto.
2. Additional Services; Consumable Goods.
In addition to the Services set forth in Section 1, GWNS shall provide
such other services, facilities and equipment as may from time to time
be agreed upon between Customer and GWNS ("Additional Services").
Consumables may be purchased on a non-exclusive basis as described in
Exhibit 4 hereto.
3. Term.
3.1. This Agreement shall be effective and enforceable as of the
Effective Date and shall continue in full force and effect for
a period of five (5) years from the Commencement Date (as
defined below) (the "Term"), unless the Agreement is
sooner terminated or extended in accordance with its terms.
The Services shall commence at the earliest on July 1, 1998
and at the latest on September 1, 1998 (the "Commencement
Date"). Customer shall select the Commencement Date and notify
GWNS in writing forty-five (45) days in advance of the
Commencement Date it selects. If Customer does not select a
Commencement Date, then for purposes of payment the
Commencement Date shall be deemed to be September 1, 1998.
3.2. GWNS shall have a right of first negotiation and a right to
match any third party offer to provide services similar to the
Services for the Network and Customer's other networks, if
any, upon expiration of the Term.
4. Charges and Payment.
4.1. In consideration of the Services to be performed by GWNS
during the Term, from the Commencement Date Customer shall pay
to GWNS the amounts described in the Side Letter, as adjusted
in accordance with Section 4.2. All one-time, monthly and
other fees shall be due and payable thirty (30) days in
advance, except to the extent indicated otherwise in this
Agreement.
4.2. Past due payments shall incur a late payment charge of 1.5%
thereof per month (or the maximum permitted by law, if less).
Any costs, including legal fees and disbursements, incurred by
GWNS in enforcing this Agreement shall be paid by Customer.
Billing disputes shall be submitted in writing to GWNS (to the
attention of "Vice President, Finance - Group W Network
Services") within thirty (30) days of Customer's receipt of
the applicable invoice.
5. Termination.
5.1. Either party may terminate this Agreement in whole but not in
part (a) upon at least thirty (30) days' prior written notice
by the terminating party specifying that the other party has
breached any of its material obligations or any representation
or warranty hereunder, if such breach is not cured within
thirty (30) days after delivery of such notice or (b) upon
prior written notice by the terminating party if (i) the other
party files a petition in bankruptcy or if such a petition is
filed against such party, (ii) the other party takes advantage
of any insolvency law, (iii) the other party generally fails
to pay its debts as such debts become due, (iv) the other
party makes an assignment for the benefit of creditors or (v)
a receiver, liquidator or trustee is appointed in respect of
all or a substantial portion of the other party's property or
affairs.
5.2. Without limitation of the provisions of Section 5.1, GWNS may
terminate this Agreement in whole but not in part upon prior
written notice to Customer, if
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Customer fails to pay any amount otherwise due and payable
hereunder within thirty (30) days of notice from GWNS that
such amount has not been paid.
5.3. Without limitation of the provisions of Section 5.1, Customer
may terminate this Agreement in whole but not in part upon at
least one hundred and twenty (120) days prior written notice
to GWNS.
5.4. In the event that Customer terminates this Agreement as
described in Section 5.3, or GWNS terminates this Agreement as
described in Section 5.1 or Section 5.2, Customer shall pay to
GWNS (without limitation to any other amounts due or payable
to GWNS under this Agreement, at law or in equity) (a) all
amounts owing to GWNS but unpaid as of the effective date of
termination and (b) as further consideration for the provision
of Services and Additional Services by GWNS hereunder and not
as a penalty, the applicable "Termination Liability" set forth
on the Side Letter, adjusted in accordance with this Section
5.4, and (c) a "Cancellation Charge" equal to twice the
applicable monthly Services and Additional Services fees under
this Agreement as of the effective date of termination. The
Termination Liability shall decrease on a prorated basis
between annual permitted termination dates. Any amount
required to be paid pursuant to this Section 5.4 shall be due
and payable within thirty (30) days following the effective
date of termination of this Agreement.
6. Representations and Warranties.
6.1. Each of Customer and GWNS represents and warrants to the other
that:
6.1.1. It has the right, power and authority to enter into
and to fully perform this Agreement;
6.1.2. When executed and delivered, this Agreement shall
constitute a valid and binding obligation of such
party;
6.1.3. It has not entered and shall not enter into any
agreement or arrangement that could reasonably be
expected to limit the performance of its obligations,
or diminish or impair the rights of the other party,
hereunder;
6.1.4. Except as previously disclosed, there are no liens,
encumbrances, actions, suits or proceedings pending
before any Governmental Authority (as defined in
Section 11) or, to the knowledge of such party,
threatened against it, that could reasonably be
expected to limit the performance of its obligations,
or to diminish or impair the rights of the other
party, hereunder;
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6.1.5. It is, and during the Term shall remain, in full
compliance with all applicable treaties and other
international agreements, laws, statutes, rules,
regulations, ordinances and orders (collectively,
"Laws"');
6.1.6. No approvals, consents, authorizations, permissions,
licenses, certificates or permits (collectively,
"Approvals") of any third party are needed for the
performance of its obligations hereunder that have
not been obtained and do not remain in full force and
effect as of the execution hereof, and
6.1.7. As of the Effective Date of this Agreement, (a) it
has neither sought nor has any intention voluntarily
to seek the protection of any bankruptcy law; (b) it
has no reason to believe that any of its creditors
has caused or intends to cause it to become the
subject of any proceedings under any bankruptcy law;
and (c) it has no knowledge of any state of facts
which, if known to its creditors, (i) would cause it
voluntarily to seek the protection of any bankruptcy
law or (ii) might reasonably cause any such creditor
to cause it to become the subject of any proceeding
under any bankruptcy law.
Except as expressly set forth above, GWNS makes no
representation or warranty to Customer and hereby expressly
disclaims all other warranties, express or implied, including
but not limited to any warranty of merchantability or fitness
for a particular purpose.
6.2. Customer represents and warrants to GWNS that:
6.2.1. The content of all Customer programming produced or
post-produced by GWNS or on GWNS's facilities or
transmitted by GWNS hereunder ("Customer Programing")
shall not violate or infringe any Law, civil right,
property right, right of privacy, right of publicity,
copyright, trademark right, or other right of any
person, firm or corporation, or constitute
defamation, obscenity or indecency; and
6.2.2. Customer has all rights in and to all Customer
Programming hereunder.
7. Indemnification.
7.1. Each of GWNS and Customer agrees to indemnify, defend and hold
the other party, its parent and affiliated entities, and the
officers, directors, employees and agents of each of the
foregoing, harmless from and against any and all claims,
demands, damages, liabilities, costs and expenses (including
reasonable attorneys' fees and disbursements) arising out of
or caused by the breach of any representation, warranty or
undertaking made by such party hereunder.
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7.2. The party seeking indemnification hereunder shall notify the
indemnifying party in writing of any claim or action to which
such indemnification applies. The indemnifying party may, at
its option, undertake the defense of any such claim or action
and permit the party seeking indemnification to participate
therein at its own expense. The settlement of any such claim
or action by the party seeking indemnification without the
indemnifying party's prior written consent (which shall not be
unreasonably withheld) shall release the indemnifying party
from its obligations hereunder with respect to the claim or
action so settled. The settlement of any such claim or action
by the indemnifying party shall not, without the indemnified
party's consent, require the indemnified party to render any
performance other than the payment of money.
7.3. The provisions of Sections 7.1 and 7.2 shall survive the
expiration or earlier termination of this Agreement.
8. Notices.
8.1. Any notice which a party hereto is required to give or may
desire to give in connection with this Agreement shall be in
writing and delivered by hand; by overnight delivery service;
independently confirmed telecopy; or by certified or
registered mail, return receipt requested, postage and charges
prepaid; addressed as follows:
If to GWNS:
Group W Network Services
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to:
Group W Network Services
Attention: Law Department
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
If to Customer:
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Recovery Network
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Vice President of Operations
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Recovery Network
Attention: ▇▇▇▇ ▇▇▇▇▇▇
General Counsel
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
8.2. Either party may change its address for notice purposes by
notifying the other party in accordance with Section 8.1.
9. Confidentiality; Public Announcement.
9.1. Each party hereto agrees that it shall not, without the prior
written consent of the other, disclose or communicate to any
third party any Information (as defined in this Section 9.1)
that is disclosed to it by the other party, and the party
receiving such Information shall use reasonable efforts (which
need not include the commencement of any action or proceeding
against any unauthorized user of such Information) to prevent
the unauthorized disclosure or communication of such
Information. For purposes of this Agreement, the term
"Information" shall mean information that is conspicuously
identified as being confidential or proprietary. All
Information shall remain the property of the party furnishing
same. Nothing contained herein shall be construed as
restricting, or creating any liability for, the disclosure,
communication or use of Information that (a) is or becomes
publicly known through no wrongful act of the receiving party;
(b) is received from a third party without restriction and
without breach of this Agreement; (c) is independently
developed by the receiving party; or (d) is disclosed pursuant
to governmental or judicial requirement.
9.2. Neither party hereto shall disclose to any third party (other
than its respective employees, in their capacity as such) any
information with respect to the financial provisions of this
Agreement except (a) to the extent necessary to comply with
applicable Laws or appropriate Governmental Authorities, in
which case the party making such disclosure shall so notify
the other and shall seek confidential
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treatment of such information; (b) as part of its normal
reporting or review procedure to its parent companies,
auditors or attorneys, provided, however, that such parent
companies, auditors or attorneys agree to be bound by the
provisions of this Section 9.2; or (c) in order to enforce its
rights pursuant to this Agreement.
9.3. Any press release or other publicity materials concerning this
Agreement shall be issued only with the mutual consent of the
parties; provided, however, that neither party shall be
prohibited from stating, in the normal course of its business,
that it does business with the other and the general nature of
such business.
10. Employee Matters.
Neither party's employees shall be deemed to be employees or agents of
the other party for any purpose, and shall not be entitled to receive
any benefits or to participate in any employee benefits plan of the
other party. Customer and GWNS shall be solely responsible for payment
of all salaries, benefits, worker's compensation and all related costs
with respect to their respective employees and agents, and each party
shall indemnify the other party for any costs incurred in connection
with any of the foregoing.
11. Subject to Law.
This Agreement is subject to all applicable Laws of all international,
foreign, United States, state and local governmental authorities,
regulatory bodies and courts having jurisdiction (collectively,
"Governmental Authorities"). The performance of this Agreement by both
parties hereto is expressly contingent upon, and subject to, the
obtaining and continuance of such Approvals from such Governmental
Authorities as may be required or necessary for the purposes hereof,
and such terms and conditions as may be imposed therein. Each party
shall use all reasonable efforts (and the other party shall cooperate
with such party) to obtain in a timely manner, and maintain in effect,
any Approvals that may hereafter be required by any Governmental
Authority having jurisdiction with respect to such party's obligations
hereunder.
12. Limitation of Liability.
12.1. Notwithstanding any other provision of this Agreement, under
no circumstances shall (a) GWNS be liable to Customer or to
any third party for any loss of revenue, lost profits, lost
capital, overhead, claims of third parties for service
interruption, or any special, indirect, incidental or
consequential damages of any type or (b) GWNS's total
liability in connection with the performance of this Agreement
exceed the aggregate sum of all fees actually paid by Customer
to GWNS pursuant to this Agreement.
12.2. GWNS shall not be liable or responsible for (a) any
interception, or damages
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caused by interception, of a scrambled signal or (b) any
Customer Programming signal outside the points where such
signal enters into or departs from GWNS's transmission system.
13. Assignment.
Neither party may assign or otherwise transfer any of its rights or
obligations under this Agreement without the prior written consent of
the other. Consent will not be unreasonably withheld or delayed.
14. Force Majeure.
Notwithstanding any other provision of this Agreement, neither party
shall have any liability to the other for any failure to fulfill its
obligations hereunder if such failure is due to any labor dispute,
delays caused by equipment suppliers, fire, flood, Law, political
action, act of God or any other cause beyond the reasonable control of
the party unable to perform. In the event of any such occurrence, the
time period for performance under this Agreement shall be
correspondingly extended.
15. General.
15.1. Nothing contained herein shall be deemed to create, and the
parties do not intend to create, any relationship of partners
or joint venturers or agent and principal, and neither party
shall represent the contrary to any third party.
15.2. A waiver by either party of any of the terms or conditions of
this Agreement in any one instance or a waiver by either party
of a breach of this Agreement shall not be deemed or construed
to be a waiver of such terms or conditions for the future or a
waiver of any subsequent breach.
15.3. All remedies contained in this Agreement shall be in addition
to other remedies available at law or in equity, by statute or
otherwise, except as herein otherwise provided.
15.4. This Agreement and all matters or issues collateral hereto
shall be interpreted in accordance with the laws of the State
of New York applicable to agreements made and performed wholly
therein.
15.5. The Exhibits annexed to this Agreement are an integral part
hereof and are incorporated herein by this reference.
15.6. This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and
may be modified only by a writing
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executed by both of the parties hereto. Any purchase order or
similar order or request for the provision of Services or
Additional Services hereunder shall be subject to this
Agreement.
15.7. The titles of the sections of this Agreement are for
convenience only and shall not in any manner affect the
interpretation of any section of this Agreement.
15.8. Nothing contained in this Agreement shall be construed so as
to require the commission of any act contrary to law, and
wherever there is any conflict between any provision of this
Agreement and any Law, such Law shall prevail; provided,
however, that in such event the provision(s) of this Agreement
so affected shall be curtailed and limited only to the extent
necessary to permit compliance with the minimum legal
requirement, no other provisions of this Agreement shall be
affected thereby and all of such other provisions shall
continue in full force and effect.
15.9. The provisions of this Agreement are only for the benefit of
the parties hereto, and no third party may seek to enforce or
benefit from such provisions.
15.10. This Agreement may be executed in counterparts, each of which
shall be deemed an original, and all such counterparts
together shall constitute but one and the same instrument.
16. Certain Definitions.
Except as specified otherwise, when used in this Agreement or any
Exhibits or amendments hereto, the following terms shall have the
meanings specified in the respective sections cited below. Defined
terms shall include both the singular and the plural, as the context
requires.
"Additional Services" is as defined in Section 2.
"Agreement" is as defined in the recitals.
"Approvals is as defined in Section 6.1.6.
"Cancellation Charge" is as defined in Section 5.4.
"Commencement Date" is as defined in Section 3.1.
"Customer" is as defined in the recitals.
"Customer Programming" is as defined in Section 6.2.1.
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"Effective Date" is as defined in the recitals.
"Governmental Authorities" is as defined in Section 11.
"GWNS" is as defined in the recitals.
"Information" is as described in Section 9.1.
"ISCI" is as defined in Exhibit 2.
"Laws" is as defined in Section 6.1.5.
"Network" is as defined in the recitals.
"Renewal Date" is as defined in Section 4.3.
"Services" is as defined in Section 1.
"Technical Specifications" is as defined in Exhibit 3.
"Term" is as defined in Section 3.1.
"Termination Liability" is as defined in Section 5.4.
IN WITNESS WHEREOF, the parties have entered into this
Agreement as of the date first set forth above.
GROUP W NETWORK SERVICES RECOVERY NETWORK, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President Title: Senior Vice President of Operations
Date signed: 5/21/98 Date signed: 5/21/98
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Exhibit I - Master Control/Playback Services
The master control function designed for Customer provides a facility which
produces both high quality dual channel (stereo) audio and video. The master
control will be operated by a master control operator who will be responsible
for loading program material into an automated playback system (a shift
supervisor will also be on duty at all times who will supervise the operations
of the Network and other GWNS clients). The operator's primary responsibility
will be the playback of program material via an automated system. The playback
system will provide a system for both the preparation of the daily program logs
and needed program certifications, as well as assisting the operator in actual
switching.
The master control facility will also have full access to the "house" router
system. Having access to the central router allows the control room operation
access to such areas as the studio operation video tape rooms, GWNS's satellite
receiving capability and the ability to access GWNS's terrestrial interconnect
system into many points in New York City including The Switch, Waterfront
Communications and AT&T "NR". Attached as Exhibit 6 is a schematic diagram of
the GWNS Stamford complex indicating antenna and terrestrial Facilities.
As stated above, the master control area will contain an automated playback
system for the playback of programming. Primary programming, commercial and
interstitial material originate from five (5) betacam SP units controlled by the
automated system. The basic complement of equipment used in the control room is
the following:
5 - Sony PVW 2800 betacam SP units I - Automated control unit
I - Playback room video and audio monitoring system
In addition to the facilities stated above, equipment such as audio and video
test generators, patch panels, and WWV synchronization are included in the
overall master control equipment complement.
The playback facility hardware design is based on the premise that primary
programming material will be supplied on betacam SP video tape and be nominally
between 30 minutes and 60 minutes in length and be ready for playback to air.
The playback facility will transition consistent with GWNS's overall client
transition plan from a tape playback to a file server based system during the
Term of this Agreement. Customer will continue to supply GWNS betacam SP tapes
or materials in other standard industry formats as mutually agreed, during and
after the transition.
GWNS shall use an equipment configuration in the provision of Master
Control/Playback Services
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to Customer substantially as follows:
A. An automated switcher with audio follow video and manual
backup capability with downstream keying capability.
B. An automated playback system with five(5) beta SP tape
machines for air play.
C. Associated synchronization equipment conforming to broadcast
EIA-RS-170-A standards, including sync generators, signal
generators, and time base correctors.
D. Associated audio/video distribution and routing equipment,
racks, consoles and test equipment.
E. Comprehensive monitoring system to view outgoing and return
signals to monitor the signal at various points throughout the
transmission path.
F. Sufficient uninterrupted (UPS) and back-up generator power and
HVAC for all technical and equipment areas.
G. Equipment providing output signals, per channel, of discrete
stereo audio and standard NTSC video for delivery to its
compression and/or transmission facility in accordance with
the technical specifications.
All origination equipment shall meet manufacturer's specifications in effect at
the time of GWNS's purchase. Unless specific brand type or model or equipment is
specified above GWNS shall have the right to use such equipment as GWNS deems
appropriate to perform the services.
GWNS will execute the delivery of the Customer signal according to schedules
based on a program log supplied by Customer. The programming will consist of
videotape elements supplied to GWNS in advance of the air date. Occasional live
feeds may be required, but shall be treated on a project-by- project basis
separate from this Agreement, with responsibility for delivering the feed to
GWNS antenna or terrestrial interconnections assumed by Customer.
In addition to program signal, GWNS will transmit DTMF cue tones or other
signaling elements according to times and specifications provided by Customer.
GWNS will provide facilities for down-stream keying of the network
identification bug and will insert as directed on the program log.
GWNS shall monitor all programming distributed and provide Customer with an "as
aired" log. Included in this report, on an element-by-element basis, will be
details of any deviation from the program log, and details indicating the actual
programming which was transmitted. This report will include a description of the
deviation from the scheduled log and any corrective action taken by
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GWNS.
GWNS will monitor the transmission path, including downlink returns, to verify
transmission integrity. Any service interruption, transmission signal
degradation, or failure of the distribution will be documented and reported in
writing to Customer. Reports will contain details including, but not limited to:
time, duration, nature of interruption or degradation. Notice of problems shall
take place as expediently as possible and complete reports shall be submitted
within forty-eight (48) hours of the occurrence.
GWNS will designate a management level person as a contact who will address all
business and contractual issues including the "on-air look" to insure that
Customer's reasonable expectations for Network operations are being met.
GWNS will provide authorization and deauthorization services for commercial
(cable headend) decoders for Network affiliates of Customer. Required actions
will be executed in a timely manner upon written or verbal communication from
designated Customer personnel.
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Exhibit 2 - Traffic Services
The traffic operation will have the responsibility to prepare the daily program
log in accordance with a "run sheet" (log instructions in electronic form)
provided by Customer. GWNS will accept and return all video tape (any shipping
charges are billable to Customer). GWNS will also maintain a reasonable tape
library consisting of up to 1,000 hours of program content to support the
Network.
Customer will have the following obligations in respect of the traffic function:
A. Customer will be responsible for securing and shipping all
programming material that will be used in programming the
Network to GWNS.
B. All programming delivered on video tape will be delivered on
beta SP stock. Upon mutual agreement other formats may be
used.
C. All video tape will arrive at GWNS's facility a minimum of 72
hours prior to air. Shorter lead times will occasionally be
accommodated with time sensitive material.
D. All programming will be delivered in the NTSC analog format.
Upon mutual agreement other formats may be used.
The fees in the Side Letter are based on the foregoing and may be
raised, if necessary, to compensate for Customer's failure to perform
any of such obligations in a timely manner.
GWNS will electronically accept the data comprising the log for
Customer's programming elements. GWNS will convert this information
into a format required by GWNS's traffic management/real time
controller or functionally equivalent automation system.
GWNS will cross-reference Customer's log elements against the GWNS
database by the following: Industry Standard Commercial Identification
("ISCI") numbers, house number, element duration, and other traffic
management codes as appropriate. GWNS will confirm that all elements
required by the Customer log are in-house, active, and properly
prepared for playback. Missing elements or other problems will be
flagged and appropriate actions to resolve the problem will be taken in
an expedient manner.
Log events will be monitored on a real-time basis during playback to
air. A certified feedback, or "as aired," report will be generated and
returned to Customer within twenty-four (24) hours of actual airdate.
This report will be transferred electronically in a format specified by
Customer in order to seamlessly confirm the distribution of programming
elements. The electronic reporting will conform to specifications and
requirements of the traffic and billing computer and information
systems utilized by Customer. Hard copy logs and reports related to the
transmission of the Network may also be required.
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GWNS shall provide one (1) full-time traffic assistant. Traffic will be
accomplished on a system operated by technicians, provided by GWNS.
Source tapes for primary and back-up programming, promotional and interstitial
material supplied to GWNS by customer shall be beta SP video tape stock and
shall be manufactured in accordance with NTSC broadcast standards. All tape
stock shall be supplied by and shall remain the property of Customer. Customer
acknowledges that it is directly responsible for arranging for and paying the
costs of the following: (i) costs for shipping of its tape material to and from
the origination facility (currently in Irvine, CA); (ii) the delivery of any
satellite turnaround programming to the origination facility; and (iii) any
third party-provided fiber optic, transponder or microwave transport. GWNS will
provide climatically-controlled storage for library video tapes, not to exceed
1,000 hours.
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Exhibit 3 - Compressed Satellite Space Segment, Uplink and Encryption Services
GWNS will provide a digitally compressed uplink service via a
transponder-protected transponder on the Galaxy VII satellite, for distribution
of the Network on a twenty-four (24) hour basis.
This compressed transponder capacity utilizes Scientific Atlanta PowerVu
compression technology which GWNS has purchased, installed, operates and
maintains. This compression hardware is physically located at the GWNS Glenbrook
earth station facility where uplinking to the Galaxy VII satellite will occur.
The satellite transmission facility shall consist of a 9.0 meter antenna or its
equivalent or larger, that complies with 2(degree) spacing.
GWNS shall provide a protected microwave and/or fiber path from its origination
facility, if inter- facility transport is required, with equipment meeting the
Technical Specifications. One or more redundant paths shall be provided and
switched into service if a failure occurs in the primary paths.
Appropriate testing will be conducted by GWNS prior to the distribution of
specific services in order to ensure that the facilities provided by GWNS meet
the following "Technical Specifications":
A. There will be a full-time channel with video exciter or
upconverter and HPA in a fully automatic 1:1 switching
configuration. There will be one (1) primary and one (1)
protection HPA, upconverter or exciter protecting the
programmer's services
B. Sufficient uninterrupted (UPS) and back-up generator power and
HVAC for all technical and equipment areas shall be provided.
C. The design goal for analog services shall be broadcast quality
standard EIA RS-250B satellite relay from the input of the
protection switch, including a satellite loop using a 9.0
meter or larger antenna, to the output of the receive
monitoring switch. The loop performance is subject to the
transponder used meeting minimum performance specifications as
specified by PanAmSat.
D. The design goal for compressed services, if any, shall be
video and audio performance as specified by the compression
system manufacturer. Industry standards for compressed video
services are not available and manufacturer specifications
shall be used until appropriate standards have been accepted.
E. The maintenance limits of the analog system, and where
appropriate the compression system, shall be:
Video channel signal to noise (>10KHz) 52.0db
Video channel differential gain 10%
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Video channel differential phase 4% Video channel chrominance
to luminance delay 60nS Audio channel signal to noise
(>1KHz)54.0 dB Audio channel harmonic distortion (1KHZ) 1%
(Audio channels shall be tested at peak program level of
+18dBm)
F. The microwave and/or fiber optic facility used to transport
the channels from the origination facility to the
compression/transmission facility, if any, shall be protected,
including automatic protection switching. The design goal for
microwave systems shall be ANSI T1.502 - 1988 short haul and
the maintenance limit shall be ANSI T1.502-1988 medium haul
performance. The design goal for fiber optics systems shall be
ANSI T1.502-1988 medium haul and the maintenance limit shall
be as follows:
(Audio channels shall be tested at peak program level of + 1 dBm)
Video channel signal to noise (>10KHz) 50.0 dB Video channel
differential gain 8% Video channel differential phase 2% Video
channel chrominance to luminance delay 50 nS Audio channel
signal to noise (>1KHz) 54.0 dB Audio channel harmonic
distortion (1KHz) %
In the case of the digitally compressed channel, baseband video and associated
audio will be fed into the input of the compression equipment. One (1) video and
up to four (4) audio subcarriers can be accommodated. The output of the PowerVu
equipment will consist of a single data stream which will carry Network's signal
and those of other GWNS clients. This combined data stream will be transmitted
into the exciter and HPA uplink chain through to Galaxy VII, transponder #9. The
compressed satellite space segment will consist of a data channel not less than
6.71 Mbps.
GWNS will also provide encryption management services for the authorization of
Network affiliates' decoders. Customer represents that it has approximately 300
affiliates as of December 1997.
The entire transmission path is made up of redundant hardware for maximum system
reliability. The Glenbrook facility is staffed on a full-time basis with both
fully qualified operations and engineering personnel (who provide service to
both Customer and other GWNS clients).
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Exhibit 4 - Consumable Goods
Consumables have not been included in the service pricing. Major consumables are
video tape stock and shipping. In the case of video tape stock, GWNS will
invoice Customer its cost plus a 20% administrative fee. Since the price of
consumables cannot be projected over the course of a five (5) year service
contract, GWNS will invoice Customer on a monthly basis for any consumables.
Payment for consumables is due net thirty (30) days from the receipt of invoice.
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