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EXHIBIT 10.3
FORM OF
NRTC/MEMBER AGREEMENT
FOR MARKETING AND DISTRIBUTION
OF DBS SERVICES
This Agreement is made by and between the NATIONAL
RURALTELECOMMUNICATIONS COOPERATIVE, a District of Columbia corporation
("NRTC"),________________________ ("Member") on this ___ day of ______________,
199__. Capitalized terms used herein and not otherwise defined shall have the
meaning given them in the Exhibits.
WHEREAS, ▇▇▇▇▇▇ Communications Galaxy, Inc. ("HCG") has obtained
authorization from the Federal Communication Commission ("FCC") to construct,
launch and operate one or more satellites and to transmit on 27 frequencies
(the "HCG Frequencies") from the 101(degree) ▇.▇. orbital location to provide
Ku-Band Direct Broadcast Service ("DBS") to the Continental United States
("CONUS").
WHEREAS, NRTC has entered into an agreement with HCG (the "HCG
Agreement") in which NRTC has obtained the rights to distribute through its
members and others certain DBS Services to rural America;
WHEREAS, HCG intends to distribute sports, movies and other video
entertainment and information programming as its own DBS business ("DirecTv")
over the 101(degree) satellite(s) and to make such programming available to
NRTC for distribution through its members and others;
WHEREAS, NRTC wishes to provide Member with the right to distribute
such DBS Services to Subscribers, and Member wishes to become a distributor of
NRTC's DBS Services and HCG's DirecTv, if available, and to compensate NRTC for
these services;
NOW, THEREFORE, in consideration of the mutual promises set forth
below and for other good and valuable consideration, the adequacy and receipt
of which are hereby acknowledged, NRTC and Member hereby mutually agree as
follows:
1. DBS SERVICES. The DBS Services to be provided by NRTC to Member for
distributing to Committed Member Residences as defined under this Agreement
shall consist of twenty (20) Cable Programming Services (the "Cable
Programming"); the satellite transponder capacity; telemetry, tracking and
control ("TT&C") services to monitor the status of the satellite; service and
facilities necessary to uplink, transmit and process the signals to deliver the
Cable Programming access control services to control subscriber access to
programming, including report-back information related to purchase data;
security services designed to prevent and/or respond to and remedy security
breaches; subscriber terminal equipment availability and NRTC
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support services, all as set forth in Exhibit A. The Cable Programming shall be
provided in accordance with the terms and conditions set forth in Exhibit B.
NRTC may also provide Member, if available, distribution rights to serve
commercial establishments and to provide certain data and audio services under
terms and conditions to be later agreed to by Member and NRTC.
2. NRTC ROLE (a) Grant of Distribution Rights. NRTC grants to Member
the exclusive right to market and sell DBS Services transmitted over the HCG
Frequencies to Committed Member Residences as set forth in Exhibit C ___. Any
Committed Member Residence which subscribes to DBS Services shall be deemed a
"Subscriber" under this Agreement. Committed Member Residences shall be
determined by and limited to the specific residences listed or the specific
geographic area described in Exhibit C ___, as appropriate. To the extent
consistent with this Agreement and the terms of the Cable Programming
agreements, Member shall have the right to establish the terms and conditions
upon which it will market and sell DBS Services to Committed Member Residences
and subject to its payment to NRTC or HCG, as appropriate of all sums required
under this Agreement, shall be entitled to all revenues from such marketing and
sales; provided, however that any rights to distribute any of the Cable
Programming shall extend only to the extent and for the duration as may be
provided under the relevant Cable Programming agreements. Member acknowledges
that NRTC may be unable to obtain the right for Member to distribute Cable
Programming to residences that have cable television service available.
(b) DirecTv. NRTC grants to Member the non-exclusive right to market
and sell DirecTv to Committed Member Residences to the extent such rights are
granted to NRTC by HCG under the HCG Agreement. Member shall be compensated for
its marketing and sale of DirecTv as specified in Exhibit D and in accordance
with the terms and conditions contained in Exhibit D. The parties acknowledge
that HCG does not now have the right to distribute DirecTv programming and has
no obligation to NRTC or to Member to obtain such rights, but that HCG intends
to use reasonable efforts to obtain such rights. Member acknowledges that HCG,
on its own behalf, may market and sell DirecTv to residences, including
Committed Member Residences.
(c) Marketing. NRTC shall assist Member in marketing and promoting DBS
Services. NRTC shall develop marketing materials and other information to be
used by Member for national and local advertising and promotion of DBS
Services. Marketing materials shall be provided to Member at no cost or at
NRTC's cost.
(d) Support Services. NRTC shall develop and provide Member with
subscriber authorization and data reporting capability, retail billing
services, central office subscriber support services and other services related
to the provision of DBS Services.
(e) Subscriber Terminal Equipment Availability. NRTC at Member's
request shall contract with Thomson Consumer Electronics, Inc. ("TCE") to
deliver subscriber terminal equipment to Member in quantities and under terms
to be set forth in a separate agreement between Member and NRTC. TCE has
represented to NRTC that the subscriber terminal equipment will be available in
accordance with the terms and conditions set forth in Exhibit A.
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3. MEMBER ROLE. (a) Marketing. Member shall at its own expenses, (i)
use best efforts to promote, market and sell DBS Services to Committed Member
Residences, (ii) participate in NRTC sponsored promotional and advertising
campaigns and cooperate with NRTC in marketing tests and research, as
reasonably requested by NRTC; (iii) respond promptly to all inquires about DBS
Services; and (iv) use print, electronic and other media to promote the sale of
DBS Services to the extent commercially practical. Member shall determine the
specific timing amount of funds expended in such promotion, marketing and
sales.
(b) Subscriber Authorization. Member shall (i) authorize new
Subscribers through the Conditional Access Management Center ("CAMC") in
accordance with procedures established by NRTC and provide NRTC with the
Subscriber's name, address, zip code, descramble identification and such other
information as NRTC may reasonably request; (ii) maintain information regarding
the location of each Subscriber's descrambler; (iii) require all Subscribers
to notify Member in the event the location of any descrambler is changed; (iv)
promptly proved new descrambler location information and all updated Subscriber
information to NRTC; and (v) require Subscriber to agree to NRTC audit
procedures as necessary to maintain current information regarding the location
of descramblers. "Authorized Subscriber" means any and all Subscribers that are
authorized by the CAMC as of the 15th of any given billing month to receive any
and all DBS Services.
(c) Billing and Collection. Member shall at its own expense (i)
receive and process orders; (ii) ▇▇▇▇ and collect payment; (iii) service
subscribers accounts; (iv) keep accurate books of account covering all
transactions relating to its responsibilities under this Agreement; and (v)
provide NRTC with such records and account information as may be reasonably
requested by NRTC.
(d) Unauthorized Reception. Member shall take all reasonable steps
required to ensure that DBS Services are not received at any unauthorized
location or in any unauthorized manner. NRTC reserves the right to deny access
to DBS Services to Subscribers whose descramblers have been the subject of
unauthorized or inappropriate use as determined by NRTC. Member shall cooperate
with NRTC and assist in implementing security measures designed to prevent
and/or respond to or remedy security breaches related to the DBS Services.
4. PAYMENT TERMS. (a) Committed Member Payment and NRTC Marketing and
Development Fee. Upon execution of this Agreement, Member shall pay NRTC on a
one-time basis the Committed Member Payment and the NRTC Marketing and
Development Fee in the amounts specified in Exhibit C ___.
(b) Monthly Operating Fees. Member shall pay NRTC monthly operating
fees ("Monthly Fees") on a per Authorized Subscriber basis in accordance with
the terms and conditions set forth in Exhibit E. NRTC shall notify Member at
least 30 days in advance of any adjustments to the Monthly Fees.
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(c) Monthly Security Services Fees. Member shall pay NRTC a monthly
fee for security services on a per Authorized Subscriber basis ("Security Fee")
in accordance with the terms and conditions set forth in Exhibit F. Member
shall notify NRTC of any activities which could result in a Security Breach (as
defined in Exhibit G). If NRTC is notified of a Security Breach by HCG and such
breach has not been cured in accordance with the procedures outlined in Exhibit
G, NRTC shall notify Member and Member's Security Fee shall be suspended until
the Security Breach is cured; provided, however, that such suspension shall not
relieve Member of its obligation to pay NRTC the amount of any Security Fee due
and payable to NRTC for services provided prior to such notice nor relieve
Member of any other payment obligations under this Agreement.
(d) Monthly Programming Fees. Member shall pay NRTC on a monthly basis
all programming fees, compulsory copyright license fees and other fees required
for the Cable Programming on a per Authorized Subscriber basis. Programming
fees shall be based substantially on accepted cable industry rate cards. NRTC
shall provide Member with a rate card specifying applicable fees prior to the
Service Commencement Date, which shall be attached hereto as Exhibit H. In
addition, beginning in the fourth year of operation, if required under the
Cable Programming agreements, Member shall agree to pay the cost of programming
fees for minimum subscriber levels of up to five percent (5%) (based on
Member's total number of Committed Member Residences) and/or any fees,
guarantees, penalties or costs due under the programming agreements that are
attributable to Member's failure to provide the required minimum subscriber
level.
(e) NRTC Margin. NRTC shall be entitled to charge Member and Member
shall pay NRTC a reasonable margin on the cost of providing DBS Services under
this Agreement, as determined by NRTC's Board of Directors consistent with the
exercise of good faith and sound business judgment.
(f) Invoices. Bills rendered by NRTC to Member under this Agreement
shall be due and payable within 15 days of the date of invoice. Member shall be
liable to NRTC for payment of all charges regardless of whether Member actually
collects or receives payment from Subscribers. Any charges due are delinquent
if not paid fifteen (15) days after the date of the invoice. Interest at a rate
of 1.5% per month will be paid by Member on any balance owed to NRTC which is
not paid when due. Should Member fail to pay in a timely manner any fees or
other amounts due NRTC, then NRTC shall have the right to offset such amounts
against and deduct such amounts from any fees of sums payable to Member for
marketing or sale of DirecTv or other services under this Agreement.
(g) Place of Payment. All payments by Member pursuant to this
Agreement shall be made to NRTC at the address provided in Section 23 and shall
be deemed received and made only upon actual receipt by NRTC.
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(h) Suspension of Services for Non-Payment. (I) If NRTC does not
receive full and timely payment from Member of the fees described in this
Section 4, after written notice to Member and a 10 day period to cure, NRTC may
(i) suspend any and all DBS Services to Member or Subscribers; (ii) provide all
DBS Services to and receive payment directly from Subscriber; and/or (iii)
commence collection procedures or judicial action, at law or in equity, to
collect such sums, damages, costs, liabilities and expenses (including, without
limitation, court costs and reasonable attorneys' fee and other third party
fee(s), collectively "Expenses"). In addition, NRTC may at any time identify
member in writing to HCG. If NRTC identifies Member to HCG, HCG may, in its
sole discretion, after written notice to Member, followed by a 15 day period to
cure, (i) suspend any and all DBS Services to Member and/or Subscribers and/or
(ii) commence collection procedures or judicial action, at law and in equity to
collect such sums, damages, costs, liabilities and Expenses. If Member does not
pay NRTC (or HCG, as appropriate), then NRTC also may exercise its rights
pursuant to Section 14.
(i) If NRTC (i) has received full payment of fees due from Member, but
does not timely pay HCG all or any portion of such fees that are due HCG by
NRTC or (ii) fails to identify Member to HCG as delinquent, then under the HCG
Agreement HCG may not suspend DBS Services to Member or Subscribers but may
thereafter require Member to pay such fees directly to HCG rather than to NRTC
under this Agreement.
5. SERVICE COMMENCEMENT, SERVICE TERM. (a) Service Commencement Date.
The Service Commencement Date "shall mean the date on which HCG commences
provision of DBS Services. The scheduled Service Commencement Date under the
HCG Agreement is April 1, 1994. This date is based upon the scheduled launch of
the satellite in December of 1993. Member acknowledges that the schedule
Service Commencement Date is subject to change due to delays in launching the
satellite and implementation and development of the other elements of DBS
Services. Member acknowledges that the Services Commencement Date may occur
earlier than April 1, 1994.
(b) Late Commencement Payments. If the Service Commencement Date has
not occurred by December 31, 1994, the HCG Agreement has not otherwise been
canceled or terminated, HCG is required to pay to NRTC for a maximum of 36
months a monthly Late Commencement Payment in an amount equal to 0.95 percent
of the aggregate Committed Member Payments actually paid to HCG by NRTC
pursuant to the HCG Agreement ("Late Commencement Payment"). Upon receipt of
any such Late Commencement Payment from HCG, NRTC shall pay Member on a
quarterly basis its pro rata share based on the Committed Member Payment made
by Member under this Agreement. Any Late Commencement Payment due to Member at
the end of a month in which the Service Commencement Date occurs shall be pro
rated. No Late Commencement Payment shall be due or payable if the failure or
delay in the performance by HCG of its obligations result from any acts or
omissions of NRTC, Member, other NRTC Members or their agents. If the Services
Commencement Day does not occur by December 31, 1997, NRTC or HCG may terminate
the HCG Agreement, and in such event this Agreement may be terminated pursuant
to Section 13 and Member shall be entitled to receive refunds pursuant to
Section 12.
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(c) Service Term. Unless this Agreement is canceled, terminated, or
expires earlier, it shall remain in effect until HCG removes the satellite from
its assigned orbital location (the "Satellite Expiration Date"). In the event
the Satellite Expiration Date occurs earlier than ten (10) years from the
Service Commencement Date, Member shall receive a refund of its Committed
Member Payment in accordance with Section 12.
6. CONTRACT DECISION PROCESS. (a) Conditions. If HCG has not met
certain conditions under the HCG Agreement related to development of DBS
Services and/or obtaining the necessary Cable Programming by December 1, 1992,
either NRTC or HCG may by December 11, 1992, terminate the HCG Agreement. If
HCG has not obtained the necessary Cable Programming but has met the other
conditions related to development of DBS Services, NRTC may elect not to
terminate the HCG Agreement and instead may attempt to obtain the Cable
Programming on its own behalf. If NRTC does not assume by March 1, 1993, the
obligation to obtain the Cable Programming, the HCG Agreement will terminate at
that time.
(b) Threshold Payment. If NRTC has not paid HCG at least $100 million
in aggregate Committed Member Payments on or before December 11, 1992, the HCG
Agreement may terminate.
(c) Escrow Account. All Committed Member Payments paid to NRTC prior
to December 1, 1992 (or March 1, 1993, applicable) shall be placed in an
interest-bearing Escrow Account. If the HCG Agreement is terminated as
described above, the escrowed Committed Member Payments plus accrued interest
shall be released to NRTC. Upon receipt, NRTC shall refund to Member its
Committed Member Payment plus its pro-rata share of any occurred interest. If
the HCG Agreement is not terminated, then the Committed Member Payments in the
Escrow Account, plus any accrued interest, shall be released to HCG.
7. REPRESENTATIONS, WARRANTIES, AND COVENANTS. (a) Authority. NRTC and
Member each represent and warrant to the other that it has all requisite power
and authority (i) to execute, deliver and perform this Agreement and all
agreements, documents and instruments executed and delivered by each in
connection with this Agreement; (ii) to own, lease or operate its property and
assets; and (iii) to carry on its business as presently conducted.
(b) Litigation. NRTC and Member each represent and warrant to the
other that, to the best of its knowledge there is no outstanding or threatened
judgement, threatened or pending litigation or proceeding, involving or
affecting the transactions provided for in, or contemplated by, this Agreement,
except as has been previously disclosed in writing by either party to the
other.
(c) Laws. NRTC and Member each shall comply with all FCC and other
governmental (whether international, federal, state, municipal, or otherwise)
statutes, laws, rules, regulations, ordinances, codes, directives and orders of
any such governmental agency, body, or court applicable to it regarding the
provision of DBS Services.
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(d) Member. For purposes of this Agreement, the term "Member" shall
include both Members and Affiliates of NRTC as defined in the Bylaws or NRTC.
Member shall comply with and be bound by the provisions of the Articles of
Incorporation and Bylaws of NRTC and by such policies as it may adopt from time
to time.
8. INDEMNIFICATION. (a) Member shall indemnify and hold harmless NRTC,
its other Members, its affiliated companies, and its officers, directors,
employees and agents from all liabilities, claims, costs, damages and Expenses
arising out of any breach or claimed breach of any representations, warranties
or obligations of Member pursuant to this Agreement.
(b) Member shall indemnify and hold harmless NRTC, its other Members,
HCG and their affiliated companies, and its officers, directors, employees and
agents from all liabilities, claims, cost, damages and Expenses arising out of
any breach or claimed breach of any representation, warranties or obligations
of Member pursuant to this Agreement.
(c) If NRTC or HCG determines that is provisions of any programming
violates any applicable laws, NRTC or HCG may cease providing such programming
to Member. Member agrees that NRTC, HCG or program providers may change,
black-out, terminate or discontinue at any time any Cable Programming being
delivered. NRTC reserves the right with the exercise of good faith and
reasonable business judgement, to substitute or to change programming or modify
the terms and conditions related to the programming offered. In such event,
NRTC shall use reasonable best efforts to claim and provide Member alternate
programming. Member shall indemnify and hold harmless NRTC, its other Members,
HCG and their respective affiliated companies, officers, directors, employees
and agents from and against any and all liabilities, claims, costs, damages and
Expenses caused by or resulting from the content of the Cable Programming or
the cessation of any DBS Services.
(d) Member recognizes that pursuant to the HCG Agreement, HCG may
deliberately preempt or interrupt the use of all or a portion of DBS Services
in unusual or abnormal situations to protect the overall performance of the
satellite and shall indemnify and hold harmless NRTC and HCG, and their
affiliated companies, officers, directors, employees and agents from and
against any and all liabilities, claims, costs, damages and Expenses resulting
from such cessation of any DBS Services.
9. TRADEMARKS AND LOGOS. Member may use NRTC's or HCG's trademarks,
services marks or logos only in accordance with any licensing arrangements
established by NRTC and/or HCG, as appropriate. NRTC also may make available
approved promotional material with the names, trademarks and/or logos of HCG or
the programming providers for Member's use in marketing, advertising and
promotion of DBS Services or DirecTv in accordance with guidelines furnished by
NRTC. Member may not otherwise use any trademark, service ▇▇▇▇ or logo of
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NRTC, HCG or any programming providers in any promotional, marketing or
advertising materials without the permission of the owner of same. Member shall
contact NRTC to obtain permission from HCG or the programming providers when
necessary and for any information and assistance pertaining to HCG or the
programming providers.
10. AVAILABILITY OF INFORMATION AND CERTIFICATE OF COMPLIANCE.
(a) Statements. Member shall provide within 30 days of a request by
NRTC a statement, certified by an appropriate officer of Member or in
independent billing service, setting forth the number of Subscribers receiving
DBS Services during the month specified in such request and stating to the best
of the officer's knowledge that DBS Services were provided and
distributed during such month in full compliance with all of the provisions of
this Agreement. At NRTC request, Member shall permit NRTC or its
representatives at reasonable times during normal business hours (or at any
time if Member is in default or breach of this Agreement) to review during the
term of this Agreement and for one (1) year thereafter, its Subscriber
accounting system.
(b) Accuracy of Information. If requested by NRTC, Member shall within
ninety (90) days following the end of Member's fiscal year, during any portion
of which this Agreement is in effect, provide a letter addressed to NRTC signed
by an appropriate officer of Member which attests to the completeness and
accuracy of all information supplied to NRTC by Member during the preceding
fiscal year. Member's obligation to supply letters of attention shall continue
after the termination of this Agreement until NRTC receives the letter with
respect to the last fiscal year during any portion of which this Agreement is
in effect.
11. OUTAGE CREDITS. In the event of the occurrence of outages in
portions of DBS Services, as generally described in Exhibit I, HCG is required
to provide certain credits to NRTC pursuant to the HCG Agreement, to be applied
toward fees for future services. NRTC shall make all such credits provided by
HCG available to Member on a prorated basis in consideration of the amount of
such credits and the number of Members entitled to receive a proration of such
credits.
12. REFUNDS TO MEMBER. Pursuant to the HCG Agreement, HCG is required
to provide refunds to NRTC as generally described in Exhibit J. NRTC shall make
all refunds it receives from HCG available to Member on a prorated basis in
consideration of the amount of the refunds, the amount of Member's Committed
Member Payment and the number of Members entitled to receive a portion of the
refunds. Member recognizes that refunds, if any, shall not include interest.
13. TERMINATION OF HCG AGREEMENT. In the event the HCG Agreement is
terminated, except as provided in Section 15, NRTC may terminate this Agreement
and neither party shall have any further obligations regarding the other except
as specifically provided in this Agreement; provided, however, that Member
shall receive refunds from NRTC as may be due and payable under Section 12 of
this Agreement.
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14. BREACH BY MEMBER. If Member fails to make any and all payments due to NRTC
(or HCG, as appropriate) under this Agreement, or otherwise breaches or fails
to perform a material obligation under this Agreement, in addition to any other
remedies available in law or in equity, NRTC may in its sole discretion and
upon 30 days written notice to Member, including therein, a 10 day period for
Member to cure, (i) suspend all DBS Services to Member and/or Subscribers; (ii)
terminate this Agreement; and (iii) bring an action for and immediately
declare due and payable all sums due and owing NRTC (or HCG, as appropriate). In
addition, if HCG has suspended any or all of the DBS Services to Member and/or
Subscribers for sixty (60) or more days under Section 4(h), then NRTC may
terminate this Agreement immediately upon notice to Member, and HCG may bring
an action at law or in equity to collect from Member the sums due under Section
4 to NRTC (or HCG, as appropriate) and the liabilities, costs, damages
and Expenses associated therewith. In the event of a termination under this
Section, neither NRTC nor HCG shall be responsible or liable to Member or
others for any damages, costs or Expenses arising therefrom; nor shall NRTC or
HCG owe or be required to provide Member any refund of amounts previously paid
to NRTC or HCG by Member. Upon such termination, Member shall have no further
right to provide DBS Services to any Subscribers and DBS Services may be
provided to the Subscribers directly by NRTC or any other distributor as NRTC
may appoint.
15. NRTC BREACH OF HCG AGREEMENT. If the HCG Agreement is terminated
or canceled as a result of a default or breach by NRTC, HCG is obligated to
NRTC under the HCG Agreement to continue to provide DBS Services to Member
(subject to Section 4(h)) either, at HCG's option, (i) by the assumption by HCG
of NRTC's rights and obligations under this Agreement (which assumption is
hereby expressly permitted upon written notice to Member) or (ii) under a new
agreement containing substantially the same terms or terms no less favorable
than those provided Member under this Agreement. This provision does not apply
in the case of a termination under Section 6.
16. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISIONS IN
THIS AGREEMENT TO THE CONTRARY, NRTC SHALL NOT BE LIABLE TO MEMBER FOR ANY
INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION,
LOSS OF REVENUE, LOSS OF CUSTOMERS OR CLIENTS, CLAIMS OF CUSTOMERS, LOSS OF
GOODWILL OR LOSS OF PROFITS OR MARGINS, ARISING IN ANY MANNER FROM THIS
AGREEMENT AND THE PERFORMANCE OR NON-PERFORMANCE OF ITS OBLIGATIONS. ANY AND
ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR USE, ARE EXPRESSLY EXCLUDED
AND DISCLAIMED BY NRTC EXCEPT TO THE EXTENT SPECIFICALLY AND EXPRESSLY PROVIDED
FOR HEREIN. IT EXPRESSLY IS AGREED THAT NRTC'S SOLE OBLIGATIONS AND LIABILITIES
RESULTING FROM A BREACH OF THIS AGREEMENT AND MEMBER'S EXCLUSIVE REMEDIES FOR
ANY CAUSE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LIABILITY ARISING FROM
NEGLIGENCE) ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE
TRANSACTIONS CONTEMPLATED HEREIN ARE THOSE SET FORTH IN SECTIONS 6, 11 AND 12
AND ALL OTHER REMEDIES OF ANY KIND ARE EXPRESSLY EXCLUDED.
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17. INJUNCTIVE RELIEF. NRTC and Member each shall have the right to
obtain injunctive relief, if necessary, in order to prevent the other party
from willfully breaching its obligations under this Agreement or to compel the
other party to perform its obligations under this Agreement. If either party
should bring an action against the other in order to enforce any provision of
this Agreement, the prevailing party shall be entitled to recover its
reasonable attorneys fees and costs in addition to any other remedy it may have.
18. FORCE MAJEURE. Any failure or delay of performance shall not be
deemed a breach of this Agreement by NRTC if such failure or delay results from
any acts of God, labor, dispute, breakdown of facilities, failure of equipment,
mechanical failure, weather, fire, flood, legal enactment, government order or
regulation, any act or omissions of Member or any similar cause beyond the
reasonable control of NRTC. Nothing in this Section shall be deemed to limit
Member's rights to receive Late Commencement Payments, release of escrowed
Committed Member Payment and any accrued interest, outage credit and refunds,
if applicable, pursuant to Sections 5, 6, 11 and 12 of this Agreement.
19. ASSIGNMENT AND TRANSFER. Member shall not assign or transfer,
directly or indirectly, in whole or in part, its rights or obligations under
this Agreement without the prior written consent of NRTC and HCG, which consent
shall be not unreasonably withheld , NRTC may transfer this Agreement in whole
to a successor of all or substantially all of its assets upon written notice to
Member.
20. CONFIDENTIALITY. (a) General. NRTC and Member shall hold in
confidence all provisions of this Agreement and all information provided by
either party to the other in connection with this Agreement. NRTC and Member
acknowledge and agree that all information related to this Agreement, not
otherwise known to the public, is confidential and proprietary and is not to be
disclosed to third persons (other than to affiliates, officers, directors,
employees and agents of NRTC and Member, each of whom is bound by this
provision) without the prior written consent of both Member and NRTC, except:
(i) at the written direction of the other party; (ii) to the extent necessary
to comply with law or valid court order of a court of competent jurisdiction,
in which event the party shall notify the other party as promptly as
practicable (and, if possible, prior to making any disclosure) and shall seek
confidential treatment of the information; (iii) as part of its normal
reporting or review procedures to its parent company, its auditors and its
attorneys who agree to be bound by this Section; (iv) in order to enforce any
rights pursuant to this Agreement (v) in order to comply with the provisions of
any programming agreements or copyright licensing requirements; (vi) to obtain
appropriate insurance, provided the insurance company agrees in writing to be
bound by this Section; (vii) to obtain financing; provided that any person or
entity providing financing agrees in writing to be bound by this Section;
(viii) to obtain programming services; (ix) and to the extent NRTC may be
permitted or required to disclose information or provide this Agreement to HCG
under the HCG Agreement.
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(b) Subscriber Information. NRTC acknowledges that Member has
substantial proprietary interests and rights to subscriber information and
agrees to maintain all subscriber information on a strictly confidential basis.
NRTC and Member each further covenant that except as provided in Section 4(h)
and Section 14 under no circumstances will use or allow others to use the
subscriber information for any reason other than to verify amounts due under
the terms of this Agreement and for purposes as are approved in advance and in
writing by the other party. In the event a Subscriber subscribes to both DBS
Services and DirecTv, NRTC and Member recognize that HCG shall also have
proprietary interests in the subscriber information.
(c) Confidentiality Survival. All provisions in this Agreement
relating to the confidentiality of information shall survive the termination,
expiration, cancellation or rescission of this Agreement for a period of five
(5) years.
21. CONSTRUCTION AND MODIFICATION OF AGREEMENT. The existence,
validity, construction, operation and effect of this Agreement and all Exhibits
shall be determined in accordance with and be governed by the laws of the
District of Columbia. The Agreement and Exhibits constitute the entire
agreement between the parties and supersede all previous understandings,
commitments and representations concerning the subject matter. Each party
acknowledges that the other party has not made any representations other than
those that are contained in this Agreement and Exhibits. This Agreement and
Exhibits may not be amended or modified in any way, except (i) as provided in
the Agreement or Exhibits or (ii) by a writing signed by an authorized officer
of the party against whom the amendment, modification or waiver is sought to be
enforced. In addition, any amendment or modification to this Agreement or the
Exhibits is contingent on HCG's prior written approval (which shall not be
unreasonably withheld), except the amounts due and payable to NRTC for
Committed Member Payments, TT&C, Ground Services and Security Services may be
modified without HCG's prior approval to the extent that such modified amounts
are not less than those contained in the HCG Agreement.
22. NO INFERENCE. No provision of this Agreement will be interpreted
against any party solely because the party or its legal representation drafted
the provision.
23. NOTICES. All notices and other communications from either party to
the other under this Agreement shall be in writing and shall be deemed received
upon actual receipt or upon the expiration of the fifth business day after
being deposited in the United States' mails, postage prepaid, addressed to the
other party as follows:
12
TO NRTC: TO MEMBER:
National Rural Telecommunications
Cooperative
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer
cc: Executive Director
24. SEVERABILITY. Nothing contained in this Agreement shall be
construed to require the commission of any act contrary to law. Wherever there
is any conflict between any provision of this Agreement and any law, the law
shall prevail and this Agreement shall be limited only to the extent necessary
to permit compliance with the minimum legal requirement. No other provisions of
this Agreement shall be affected and all other provisions shall continue in
full force and effect.
25. TAXES. Member shall be responsible for and shall pay all
applicable property, sales, use or similar taxes imposed by any local, state,
national or international, public or quasi-public governmental entity, in
respect to Member's marketing, sale, distribution or other activities related
to DBS Services.
26. INTENDED THIRD PARTY BENEFICIARY. The provisions of this Agreement
are for the benefit of the parties. It is expressly agreed and understood that
HCG is an intended third party beneficiary of this Agreement. No other persons
or parties are intended as beneficiaries of this Agreement and none shall have
rights to enforce or benefit from the provisions of this Agreement. NRTC and
Member acknowledge and agree that (a) HCG is not a party to this Agreement and
is not bound by or liable to NRTC or Member under the provisions of this
Agreement except to the extent that HCG assumes NRTC's rights and obligations
under this Agreement pursuant to Section 15, and (b) that Member is not a third
party beneficiary under the HCG Agreement.
27. NON WAIVER OF BREACH. Either party may specifically waive any
breach of this Agreement by the other party, provided that no waiver shall
binding or effective unless in writing and no waiver shall constitute a
continuing waiver of similar or other breaches. A waiving party, at any time,
and upon notice given in writing to the breaching party, may direct future
compliance with the waived term or terms of this Agreement, in which event the
breaching party shall comply as directed from that time forward.
28. EXHIBITS. Each and every Exhibit associated with this Agreement,
and the terms and conditions contained in the Exhibits, are incorporated into
and made a part of this Agreement. Certain Exhibits may be amended from time to
time, pursuant to Section 21.
13
29. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and all counterparts
together shall constitute but one and the same document.
30. COOPERATION. Each party shall cooperate with the other and shall
execute additional documents as are reasonably necessary in order to carry out
the provisions of this Agreement.
14
WHEREOF, each of the parties to this Agreement has duly executed and
delivered this Agreement as of the day and year indicated below.
National Rural Member
Telecommunications Cooperative
By: By:
Title: Title:
Date: Date:
15
FORM OF
AMENDMENT TO
NRTC/MEMBER AGREEMENT FOR MARKETING
AND DISTRIBUTION OF DBS SERVICES
This Amendment ("Amendment") to that certain NRTC/Member Agreement For
the Marketing And Distribution of DBS Services, dated ______________, 199__
("Agreement"), is made by and between ___________________________ ("Member")
and NATIONAL RURAL TELECOMMUNICATIONS COOPERATIVE ("NRTC").
A. For other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the parties hereto amend the Agreement and
Exhibits as follows:
1. Section 1 of the Agreement is hereby deleted in its entirety and
the following is inserted in lieu thereof:
1. DBS SERVICES. The DBS Services to be provided by NRTC to
Member for distribution to Committed Member Residences and/or to
Commercial Establishments (as both are defined under and subject to
the terms of this Agreement) shall consist of twenty-two (22) cable
programming services ("Cable Programming"); all other video, audio,
data packages, "a la carte" programming services and other services
which are transmitted by HCG over the HCG Frequencies to Committed
Member Residences and/or to Commercial Establishments to the extent
HCG has obtained such rights ("HCG DirecTv"); the satellite
transponder capacity; telemetry, tracking and control ("TT&C")
services to monitor the status of the satellite; services and
facilities necessary to uplink, transmit and process the signals to
deliver Cable Programming; access control services to control
subscriber access to programming, including report-back information
related to purchase data; security services designed to prevent and/or
respond to and remedy security breaches; subscriber terminal equipment
availability and NRTC support services, all as set forth in Exhibit A.
Cable Programming shall be provided in accordance with the terms and
conditions set forth in Exhibit B, which exhibit may be amended by
NRTC from time to time. Cable Programming and HCG DirecTv are referred
to in this Agreement collectively as "Programming".
2. NRTC ROLE. (a) Grant of Distribution Rights. NRTC grants to Member
the exclusive right to market, sell and retain revenue from Programming (except
Non Select Services as defined in Section 2(b)) transmitted over the HCG
Frequencies directly to Committed Member Residences as set forth in Exhibit
C__. Programming and the terms and conditions with respect to Programming
marketed and sold to Committed Member Residences are set forth in Exhibit H,
which exhibit may be amended by NRTC from time to time. Any Committed Member
Residence and/or Commercial Establishment as applicable, which subscribes to
Programming shall be deemed a "Subscriber" under this Agreement. Committed
Member Residences shall be determined by and limited to the specific residences
listed or the specific geographic area described in Exhibit
16
C___, as appropriate. Member shall also have the right to market, sell and
retain revenue from the distribution of Programming (except Non Select
Services) directly to commercial establishments such as hotels, bars and
similar establishments being determined by and limited to those locations
within counties or zip codes for which Member has exercised Member Contract
Options ▇-▇, ▇-▇, ▇-▇, ▇-▇ or C-9. The Programming that is available to be
marketed and sold to Commercial Establishments shall be governed by the terms
and conditions to be set forth in Exhibit H-1, which exhibit may be amended by
NRTC from time to time. To the extent consistent with this Agreement and the
terms of the Programming agreements, Member shall have the right to establish
the terms and conditions upon which it will market and sell Programming (except
Non Select Services) to such Committed Member Residences and/or Commercial
Establishments and, subject to its payment to NRTC or HCG, as appropriate, of
all sums required under this Agreement, shall be entitled to all revenues from
such marketing and sales to Committed Member Residences and Commercial
Establishments ("Member Revenues"). Any rights to distribute, market, sell and
retain revenue from any of the Programming shall be subject to Section 8 of
this Agreement and shall extend only to the extent and for the duration as may
be provided under the relevant Programming agreements. Member acknowledges that
NRTC may be unable to obtain the right for Member to distribute Programming to
residences that have cable television services available. With respect to
Programming, NRTC shall pay to Member on a pro rata basis all other net
revenues that NRTC receives from HCG which are directly attributable to
Committed Member Residences and/or Commercial Establishments. The parties
acknowledge that HCG does not now have the right to distribute all of the
planned HCG DirecTv and has no obligation to NRTC or to Member to obtain all of
such rights, but that HCG intends to use reasonable efforts to obtain all of
such rights.
3. Section 2(b) of the Agreement is hereby deleted in its entirety and
the following is inserted in lieu thereof:
(b) Non Select Services. If a services or rights provider of HCG
DirecTv requires payment of minimum subscriber guarantees, advance payments or
other similar commitments (collectively, "Commitment"), and if and to the
extent NRTC requires Member to pay a pro rata share of such Commitment, NRTC
shall establish and notify Member of its share ("Member's Share"). If Member
pays its Member's Share, then such programming services shall be deemed
Programming. If Member is unwilling or unable to pay timely its Member's Share,
or if NRTC decides against such Commitment and does not establish a Member's
Share, then HCG shall become the exclusive distributor of such service(s)
vis-a-vis NRTC and Member ("Non Select Services") and, in such event, Member
shall ▇▇▇▇ and collect and pay to HCG or NRTC, as appropriate, the revenues for
Non Select Services to Committed Member Residences and/or Commercial
Establishments, as applicable. Member may retain five percent (5%) of the gross
revenues collected by Member for the Non Select Services and shall remit to
NRTC or HCG, as appropriate, the amounts pursuant to Section 4(d)(iii).
4. Section 2(d) of the Agreement is hereby deleted in its entirety and
the following is inserted in lieu thereof:
17
(d) Support Services. NRTC shall develop and provide Member with
Subscriber authorization, retail billing and data, reporting services. With
respect to these support services. NRTC shall (i) provide and perform all
obligations necessary in connection with the DBS Billing and Authorization
System ("NRTC Billing System") described in the DBS Billing and Authorization
System Specifications (Section 7 of Exhibit A, "Specifications"), (ii) monitor
and control all subcontractors under agreement to provide specific portions of
the NRTC Billing System and (iii) request and manage any and all identified
change orders with subcontractors for NRTC Billing System improvements. From
time to time, NRTC may amend the Specifications, or any exhibits related to the
Specifications. NRTC shall provide further central office Subscriber support
services and other services related to the provisions of DBS Services as
circumstances dictate and shall notify Member of any amendments to the
Specifications as soon as reasonably possible.
5. Section 3(c) of the Agreement is hereby deleted in its entirety and
the following is inserted in lieu thereof:
(c) Billing and Collection. Member shall utilize the NRTC Billing
System according to procedural guidelines and requirements established and
amended by NRTC from time to time and shall perform Subscriber payment
processing described herein in a timely manner and on an accurate and efficient
basis. Member shall, at its own expense, (i) receive and process Subscriber
orders, (ii) ▇▇▇▇ Subscriber by and through the NRTC Billing System ("Member
Billing(s)") (iii) perform all obligations and adhere to all standards outlined
in the Specifications, (iv) service Subscriber accounts, (v) keep accurate
books of account covering all transactions relating to its responsibilities
under this Agreement and (vi) provide NRTC with such records and account
information as may be reasonably requested by NRTC. Member shall collect and
process Subscriber payments pursuant to Member ▇▇▇▇▇▇▇▇ using the system ("NRTC
Remittance System") described in Exhibit K, which exhibit may be amended by
NRTC from time to time, unless Member elects to use the Member Remittance
System described in Exhibit K-1 by completing the election set forth in Exhibit
K-1. Member may change to NRTC at least 90 days prior to Member's requested
effective date for the change and (2) NRTC provides written approval of such
change, which approval shall not be unreasonably withheld.
6. Section 4(d) of the Agreement is hereby deleted in its entirety and
the following is inserted in lieu thereof:
(d) Monthly Programming Fees. Member shall pay NRTC on a monthly basis
the following: (i) All applicable programming fees, compulsory copyright
license fees and other fees required for the Programming. Cable Programming
fees shall be based substantially on accepted cable industry rate cards, as
appropriate. Applicable fees for the Programming marketed and sold to Committed
Member Residences are listed on Exhibit H. Applicable fees for marketing the
Programming available to Commercial Establishments are to be set forth on
Exhibit H-1. In addition, beginning in the fourth year of operation, if
required under the Cable Programming agreements, Member shall agree to pay the
cost of
18
programming fees for minimum subscriber levels of up to five percent (5%)
(based on Member's total number of Committed Member Residences) and/or any
fees, guarantees, penalties or costs due under the programming agreements that
are attributable to Member's failure to provide the required minimum subscriber
level.
(ii) A sum equal to five percent (5%) of the monthly Member Billing(s) for
Programming, excluding the following: Non Select Services; authorization fees;
late fees; taxes; and other fees or charges billed to Subscribers that are not
attributable to Programming.
(iii) Subject to Section 2(b), all gross revenues collected from Non Select
Services, except when such revenues are paid directly to HCG, as appropriate.
7. Section 12 of the Agreement is hereby deleted in its entirety and
the following is inserted in lieu thereof:
12. REFUNDS. (a) Pursuant to the HCG Agreement, HCG is required to
provide refunds to NRTC as generally described in Exhibit J. NRTC shall make
all refunds its receives from HCG available to Member on a prorated basis in
consideration of the amount of the refunds, the amount of Member's Committed
Member Payment and the number of Members entitled to receive a portion of the
refunds. Member recognizes that refunds, if any, shall not include interest.
(b) Pursuant to the HCG Agreement, HCG is required to provide to NRTC
five percent (5%) of the Net Proceeds from any HCG Sale. The terms (a) "HCG
Sale" shall mean any sale or lease by HCG of any HCG Frequencies or associated
Transponder on either of the initial two DBS Satellites other than those
delivering Cable Programming and (b) "Net Proceeds" shall mean the proceeds net
of all NRTC and HCG expenses associated with an HCG Sale. NRTC shall pay all
Net Proceeds it receives from HCG to Member on a prorated basis in
consideration of the amount of the Net Proceeds, the amount of Member's
Committed Member Payment and the number of Members entitled to receive a
portion of the Net Proceeds. Member recognizes that Net Proceeds, if any,
shall not include interest. HCG sale-leasebacks (or the like), public offerings
or stock offerings, inter-Affiliate transfers or restructures or other HCG
sales or leases in which NRTC continues to retain the distribution rights to
Programming transmitted over the capacity are specifically excluded from the
definition of an HCG Sale. For purposes of Section 13, the term "refunds" as
used therein shall include Net Proceeds, if applicable.
8. Section 20(b) of the Agreement is hereby deleted in its entirety
and the following is inserted in lieu thereof:
(b) Subscriber Information. NRTC acknowledges that Member has
substantial proprietary interests and rights to Subscriber information and
agrees to maintain all Subscriber information on a strictly confidential basis.
NRTC and Member each further covenant that except as provided in Section 4(h)
and Section 14 under no circumstances will it use or allow others to use the
Subscriber information for any reason other than to verify amounts due under
the terms of this
19
Agreement and for purposes as are approved in advance and in writing by the
other party. In the event HCG distributes Non Select Services to a Subscriber.
NRTC and Member recognize that HCG shall also have proprietary interests in
such Subscriber's information.
9. Section 7 of Exhibit A to this Agreement is hereby deleted in its
entirety and replaced by the attached Section 7 dated February 14, 1994.
10. Exhibit D to this Agreement is hereby deleted in its entirety.
11. Exhibit E to this Agreement is hereby deleted in it entirety and
replaced by the attached Exhibit E dated February 14, 1994.
B. Except as specifically provided above, all terms and provisions of the
Agreement and Exhibits shall remain unmodified and in full force and effect.
C. This Amendment 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.
D. MEMBER SPECIFICALLY ACKNOWLEDGES THAT NRTC MUST MEET CERTAIN REQUIREMENTS
OF HCG BEFORE THIS AMENDMENT CAN BECOME LEGALLY BINDING. IF NRTC IN SUCCESSFUL
IN MEETING THESE REQUIREMENTS, NRTC SHALL EXECUTE THIS AMENDMENT. IF NRTC IS
UNSUCCESSFUL IN MEETING THESE REQUIREMENTS, THIS AMENDMENT SHALL BE NULL AND
VOID AND THE AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT UNMODIFIED BY
THE TERMS AND CONDITIONS OF THIS AMENDMENT.
IN WITNESS WHEREOF, the parties have executed this Amendment through
their duly authorized representatives effective as of the date signed by NRTC.
NATIONAL RURAL
TELECOMMUNICATIONS
COOPERATIVE
By: By:
-------------------- ---------------------------
Date: Date:
Title: President Title: Chief Operating Officer
20
EXHIBIT A
TECHNICAL DESCRIPTION OF DBS SERVICES
1.0 Pursuant to the HCG Agreement, HCG has warranted to deliver to NRTC
the minimum requirements described in Sections 2.0 and 3.0 below.
Additional general information concerning TT&C and Security Services
is also provided below in Sections 4.0 and 5.0. These descriptions of
TT&C and Security Services are not all-inclusive and are intended for
informational purposes only. Capitalized terms used in this Exhibit
have the meaning given them in the HCG Agreement.
2.0 TRANSMISSION MINIMUM REQUIREMENTS
2.1 CLEAR WEATHER QUALITY. Provided that the C-Band Source Signal
for a given Program Channel is Available, the minimum received
quality level for such Program Channel Measured during clear
weather from any Test Site using a Reference Subscriber
Terminal with an antenna diameter as specified in Table 2-2a
shall meet the specifications set forth in Table 2-1.
2.2 AVAILABILITY. The quality level specified in Section 2.1
above shall be maintained at an availability level of 99.5%.
This availability specification shall be verified by
confirming that the received quality level meets or exceeds
the specifications set forth in Table 2-1 when the downlink
thermal carrier-to-noise ratio ("C/N") of the received DBS
carrier signal is reduced by an amount equal to the 0.5% rain
degradation level for each Test Site. The rain degradation
levels for each Test Site are determined using the Crane Rain
Model (1980 version); the calculation method is illustrated in
Table 2- 2b.
The above terms shall have the meanings set forth below:
a. A "Test Site" shall mean any of the geographic
locations specified in Table 2-2a.
b. A "C-Band Source Signal" shall mean the original
C-Band satellite downlink signal associated with a
programming service that is to be provided as part of
the Cable Programming.
c. A C-Band Source Signal shall be deemed to be
"Available" if the signal has the capability to be
received by a C-Band Reference Terminal at the
quality levels set forth in Table 2-3. A "C- Band
Reference Terminal" shall mean a
21
C-Band satellite earth station with the performance
characteristics specified in Table 2-4.
d. A "Reference Subscriber Terminal" shall mean a
subscriber terminal equipment unit that meets the
specifications (except for antenna size) [under the
HCG Agreement]. The antenna size of the Reference
Subscriber Terminal for each Test Site is specified
in Table 2-1a.
e. "Measured" shall mean on an end-to-end basis for the
C-Band link and DBS link in tandem or with the
end-to-end performance calculated by the expression
as follows:
1 = 1 + 1
------- ------- -------
(S/N)(EE) (S/N)(C) (S/N)(D)
where (S/N)(EE) = calculated end-to-end signal-to-noise ratio ("SNR")
(S/N)(C) = measured or calculated C-band link SNR
(S/N)(D) = measured DBS link SNR
22
TABLE 2-1 MINIMUM RECEIVED QUALITY FOR PROGRAM CHANNEL
(CLEAR WEATHER)
Video signal-to-noise ratio 47 dB1
Audio signal-to-noise-ratio 72 dB2
NOTES:
1 Video Measurement Conditions
o Measurement Image: Still image source (flat grey field)
o Measuring Instrument: ShibaSoku Video Noise Meter VN30A
or equivalent
o Measurement Bandwidth: 10 KHz to 4.2 MHz
o Weighting Filter: As defined by CCIR Rec. 567
2 Audio Measurement Conditions
o Measurement Signal: Steady-state 1 KHz tone
o Measuring Instrument: Audio Precision System One or
equivalent with a
Digital Signal Processor
o Measurement Bandwidth: 20 Hz to 20 KHz
o Weighting Filter: "A" weighting
23
TABLE 2-2A TEST SITES AND ANTENNA DIMENSIONS
MINIMUM REQUIREMENTS
-------------------------------------
Nominal Antenna
Antenna Projected
Diameter, Aperature,
City Inches (Inches)(2)
------------------------------------------------------------------------------
* Los Angeles 20 315
Miami ▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇
* New York 20 315
Seattle 20 315
* Castle Rock, CO 20 315
------------------------------------------------------------------------------
* After Service Commencement performance measurement performed from
Castle Rock and either Los Angeles or New York.
24
TABLE 2-2B RAIN FADE DEGRADATION FOR 99.5%
DOWNLINK RAIN AVAILABILITY
------------------------------------------------------------------------------------------------------------------------
(1) (2) (3)
Downlink Subscriber Terminal Rain Fade Degradation*
Rain Receiver Temperature (Required Downlink Carrier-to-
Attenuation, Increase, Thermal Noise Margin)
City dB dB dB
------------------------------------------------------------------------------------------------------------------------
Los Angeles .2 .4 .6
Miami 2.3 2.6 4.9
Minneapolis .4 .7 1.1
New York 1.0 1.5 2.5
Seattle .3 .6 .9
Castle Rock, CO .03 .06 .1
------------------------------------------------------------------------------------------------------------------------
(1) Attenuation from Crane Rain Model for line-of-sight to 101degreesW
satellite, fc = 12.45 GHz and 99.5% availability
(2) Apparent temperature increase for 1.1 dB noise figure receiver given
attenuation in column (1)
(3) Sum of column (1) and column (2)
* Actual required margin with respect to the clear weather performance
shall be calculated based on the NRTC subscriber terminal's
characteristics including its noise figure and the demodulator/decoder
performance.
TABLE 2-3 C-BAND REFERENCE QUALITY LEVEL
---------------------------------------------------------
Received video signal-to-noise ratio 53 dB
---------------------------------------------------------
Received (digital) audio signal-to-noise ratio 75 dB
---------------------------------------------------------
25
TABLE 2-4 C-BAND REFERENCE TERMINAL CHARACTERISTICS
---------------------------------------------------------------------------------------------------------
Gain-to-system noise temperature ratio 25.3 dB/K
On-axis antenna gain 43.6
Off-axis antenna gain < 29-25 log o, dB
- (o = angle off boresite, o > 2 degrees)
-
Antenna on-axis cross polarization discrimination > 33 dB
-
Off-axis antenna cross polarization gain < 19-25 log o, dB
-
---------------------------------------------------------------------------------------------------------
VideoCipher II IRD performance at C/(N+I) 14 dB
Video Signal-to-noise ratio 53 dB
Digital audio signal-to-noise ratio 75 dB
---------------------------------------------------------------------------------------------------------
3.0 CONDITIONAL ACCESS MINIMUM REQUIREMENTS
3.1 The transmission of service authorization/deauthorization
commands (or, if given priority by NRTC [under the HCG
Agreement], the NRTC control packets) shall occur within one
(1) hour of receiving the initial service request from NRTC's
computer system.
3.2 A Reference CAM shall respond appropriately to authentic
authorization/deauthorization commands when such commands are
received using a Reference Subscriber Terminal. A "Reference
CAM" shall mean an unmodified Conditional Access Module that
meets the technical specifications set forth in the
Conditional Access Segment Developer Agreement.
4.0 TELEMETRY, TRACKING AND CONTROL (TT&C)
The "TT&C Services" to include:
a. Monitoring and managing the use of electric power on the
Satellite to operate each of the Transponders used to provide
the Transponder Capacity;
b. Monitoring and managing the use of the Satellite propellant so
that the satellite and orbital position are maintained;
c. Other functions of the Satellite which support the Transponder
Capacity so as to enable the DBS Services to meet the Minimum
Requirements pursuant to the provisions of the HCG Agreement;
26
d. Monitoring and analyzing the Satellite telemetry data.
5.0 SECURITY SERVICES
The Security Services portion of the PBS Services to be provided to
NRTC under the HCG Agreement are generally described below. These
services include security breach investigation and analysis, periodic
replacement of the Conditional Access Module ("CAM") units used by
Subscribers, and remedial actions to cure Security Breaches.
For purposes of this Exhibit, the term "Contractor" means HCG, its
Affiliates and/or its Subcontractors. The terms for provision of
Security Services may be changed in the event HCG is required to
renegotiate with or replace the contractor providing Security
Services.
o SECURITY BREACH ANALYSIS AND INVESTIGATION
Contractor shall provide ongoing analysis and investigation of
potential security breaches. Contractor shall use its
reasonable best efforts, consistent with its ongoing business,
to monitor public sources (e.g., trade publications, public
computer networks, public computer bulletin boards and public
trade shows) and system statistics for evidence of potential
security breaches.
o CHANGE OF CAM ALGORITHMS
Contractor shall cause, using the Satellite link or through
CAM replacement, the algorithms used by CAM units to be
changed at least once every ten months from and after the
Service Commencement Date.
o PERIODIC REPLACEMENT OF CAM UNITS
Contractor shall cause the production and distribution to
Subscribers of a new generation of CAM units (including new
hardware and/or algorithms) on a periodic basis. The first
such CAM change-over shall commence 24 months after the
Service Commencement Date and subsequent change-overs shall
occur at least once every 20 months.
6.0 SUBSCRIBER TERMINAL EQUIPMENT AVAILABILITY
Thomson Consumer Electronics, Inc. ("TCE") has represented to NRTC (i)
that TCE's suggested retail price to a retailer for the subscriber
terminal equipment will not exceed ___ dollars ($___) per unit; (ii)
that the subscriber terminal equipment will meet certain
specifications; and (iii) that manufacturing of the subscriber
terminal equipment is scheduled to commence no later than the date set
forth below.
27
SUBSCRIBER TERMINAL EQUIPMENT PRICING. The table below specifies the
not-to-exceed pricing for the purchase from NRTC of subscriber
terminal equipment. These prices apply only to subscriber terminal
equipment that complies with certain standard solutions; any
modifications to such equipment required by NRTC may result in changes
to the pricing set forth below.
>
----------------------------------------------------------------------------------
Number of Basic Equipment Not-to-Exceed Price
Units Purchased(1) per Unit
----------------------------------------------------------------------------------
X X
----------------------------------------------------------------------------------
1 Terms:
1. Ordered through firm, non-cancellable purchase order submitted
120 days in advance of delivery.
2. Purchase volume level applies to units ordered for delivery
within 12 consecutive month period.
3. Delivery terms: FOB Developer warehouse.
SUBSCRIBER TERMINAL EQUIPMENT PRODUCTION. The key production
commitments of TCE for the manufacture of subscriber terminal
equipment.
(1) Pilot production of the subscriber terminal equipment shall
begin on or before August 16, 1993, and be completed on or
before November 30, 1993.
(2) Commencement of production of subscriber terminal equipment
shall occur on or before January 10, 1994, or at the launch
date of the Satellite, whichever occurs later.
7.0 NRTC SUPPORT SERVICES
NRTC will provide support services as follows:
(a) Subscriber set-up including processing and forwarding
authorization requests to the CAMC and processing and
distribution of billing information;
(b) Processing of service change transactions including
deauthorizations and reauthorizations;
(c) Creation and delivery of Standard System Report and other
data reports.
(d) Additional Services as required to deliver DBS Services or
other services to Member.
28
EXHIBIT B
CABLE PROGRAMMING TO INCLUDE
AT LEAST TWELVE (12) OF THE FOLLOWING PROGRAMS:
Headline News WGN (Superstation)
ESPN TNN
TNT MTV
USA CNN
A&E Disney
Discovery HBO
Nickelodeon Showtime
WTBS (Superstation)
NO MORE THAN FIVE (5) OF THE FOLLOWING PROGRAMS:
AMC Lifetime
CNBC Bravo
Weather Channel Prime Net (national feed)
PBS* WPIX (Superstation)
WWOR (Superstation) Cinemax
Family Channel Movie Channel
VH-1 FOX (Affiliate)*
County Music TV
AT LEAST THREE (3) OF THE FOLLOWING PROGRAMS:
Disney
HBO
Showtime
Cinemax
Movie Channel
NRTC MAY SUBSTITUTE NETWORK AFFILIATES BELOW FOR ANY OF THE PROGRAMS LISTED ABOVE:
ABC (Local Affiliate)*
CBS (Local Affiliate)*
NBC (Local Affiliate)*
29
The terms and conditions of the Cable Programming agreements shall be
based on cable industry standards for C-Band TVRO satellite delivery. All
terms and conditions contained in the Cable Programming agreements are material
to this Agreement and shall be binding on Member.
NRTC is not the originator of the Cable Programming and has no control
over the content or subject matter of the Cable Programming Services being
delivered. NRTC makes no representation or warranties whatsoever concerning
the content of the Cable Programming Services.
* If these programs are included in Cable Programming pursuant to a compulsory
copyright license under 17 U.S.C. Section 119 (or any similar or successor
statute), Member acknowledges and agrees that these programs may only be
provided to households that qualify as "Unserved Households" (as defined by 17
U.S.C. Section 119(d)(10) (or similar or successor statute). Member shall
provide information regarding Unserved Households in the form requested by NRTC.
30
EXHIBIT C-2
COMMITTED MEMBER PAYMENT: RSA COUNTY OPTION
(1) Member elects to distribute and pay for rights to distribute
DBS Services under the Rural Service Area ("RSA") County Option. Subject to
Section 2, Member shall have the exclusive right to distribute the DBS Services
to all residences (now or hereafter existing) in the following county(ies) in
the specified RSA(s) (hereinafter "Committed Member Residences"):
RSA COUNTY, TOTAL COUNTY RSA COUNTY, TOTAL COUNTY
STATE RESIDENCES STATE RESIDENCES
------------------- ------------------ ------------------ ------------------
------------------- ------------------ ------------------ ------------------
------------------- ------------------ ------------------ ------------------
------------------- ------------------ ------------------ ------------------
------------------- ------------------ ------------------ ------------------
------------------- ------------------ ------------------ ------------------
(2) The total number of County Residences in the above-listed
county(ies) is _________.
================================================================================
Below for NRTC Completion Only
(3) Member agrees to pay to NRTC a Committed Member Payment equal
to the product or (a) thirty-one dollars and fifty cents ($31.50) multiplied by
(b) the number of all residences within the county(ies) specified above as
follows:
$31.50 x __________________ = ______________________________
(total county residences) Committed Member Payment Due
MARKETING AND DEVELOPMENT FEE
1. Member agrees to pay to NRTC a Marketing and Development Fee
in an amount equal to:
$__________ x __________________ = _________________________________
(total county residences) Total Marketing & Development Fee Due
31
EXHIBIT C-3
COMMITTED MEMBER PAYMENT: RSA NON-CABLED COUNTY OPTION
1. Member elects to distribute and pay for rights to distribute
DBS Services under the Rural Service Area ("RSA") Non-Cabled County Option.
Subject to Section 2, Member shall have the exclusive right to distribute DBS
Services to all residences (now or hereafter existing) which do not have cable
television available in the following county(ies) within the specified RSA(s)
(hereinafter "Committed Member Residences"):
Non-Cabled Non-Cabled
RSA County, State Residences RSA County, State Residences
------------------- -------------- ---------------------- --------------
------------------- -------------- ---------------------- --------------
------------------- -------------- ---------------------- --------------
------------------- -------------- ---------------------- --------------
------------------- -------------- ---------------------- --------------
------------------- -------------- ---------------------- --------------
2. The total number of non-cabled residences in the above-listed
county(ies) is ______.
================================================================================
Below for NRTC Completion Only
3. Member agrees to pay to NRTC a Committed Member Payment equal
to thirty-five dollars ($35.00) multiplied by the total number of the
non-cabled residences in the above-listed county(ies) as follows:
$35.00 x __________________ = _____________________
(total non-cabled Committed Member
residences) Payment Due
MARKETING AND DEVELOPMENT FEE
1. Member agrees to pay to NRTC a Marketing and Development Fee
in an amount equal to:
$__________ x __________________ = _________________________________
(total county residences) Total Marketing & Development Fee Due
32
EXHIBIT C-5
COMMITTED MEMBER PAYMENT: MSA NON-CABLED ZIP CODE OPTION
1. Member elects to distribute and pay for the rights to
distribute DBS Services under the MSA Non-Cabled Zip code Option. Subject to
Section 2, Member shall have the exclusive right to distribute and sell the DBS
Services to all non-cabled residences (now or hereafter existing) within the
zip codes in portions of Metropolitan Statistical Areas ("MSA(s)") listed below
(hereinafter "Committed Member Residences"):
Non-Cabled Non-Cabled
RSA County, State Residences RSA County, State Residences
-------------------- --------------- -------------------- -----------------
-------------------- --------------- -------------------- -----------------
-------------------- --------------- -------------------- -----------------
-------------------- --------------- -------------------- -----------------
-------------------- --------------- -------------------- -----------------
-------------------- --------------- -------------------- -----------------
2. The total number of non-cabled residences in the above-listed
zip codes is ______.
================================================================================
Below for NRTC Completion Only
3. Member agrees to pay to NRTC a Committed Member Payment equal
to thirty-five dollars ($35.00) multiplied by the total number of the
non-cabled residences in the zip codes listed above as follows:
$35.00 x __________________ = _____________________
(total non-cabled Committed Member
residences in Payment Due
MSA Zip Codes)
MARKETING AND DEVELOPMENT FEE
1. Member agrees to pay to NRTC a Marketing and Development Fee
in an amount equal to:
$__________ x __________________ = _________________________________
(total non-cabled residences Total Marketing & Development Fee Due
In MSA Zip Codes)
33
EXHIBIT D
DIRECTV FEE
Upon receipt of the DirecTv fee from HCG, NRTC shall pay Member a
share of the DirecTv fee as specified below. Member's share of DirecTv fees
shall be payable to Member annually with the first payment due 45 days after
the first anniversary of the Service Commencement Date and each subsequent
payment due on each one year anniversary thereafter, and, in any event, no
later than 90 days after the expiration, cancellation or termination of this
Agreement. Member shall also receive compensation for other services such as
billing and collection provided in connection with DirecTv under terms and
conditions to be agreed upon at a later date.
Minimum Payment Due
Gross DirecTv Revenues Received by HCG
from Member's Authorized Subscribers x .04 = ____________________
(Payment Due Member)
34
EXHIBIT E
MONTHLY OPERATING FEES
PAGE 1 OF 4
1. TT&C $_________ per Authorized Subscriber per month
This fee may be (1) reduced prior to Service Commencement Date based
on total Committed Member Payments and thereafter due to capping of fees by HCG
after certain total Subscriber levels are met or (2) increased annually after
the tenth one-year anniversary of the Service Commencement Date to reflect
increased costs, but such increases shall be limited to the lesser of five
percent (5%) or the percentage increase in the Consumer Price Index.
2 Ground Services $_________ per Authorized Subscriber per month
Includes services and facilities for access control and uplinking
transmissions. This fee may be (1) reduced prior to Service Commencement Date
based on total Committed Member Payments and thereafter due to capping of fees
after certain total Subscriber levels are met or due to shared use of
facilities, or (2) increased annually after the third one-year anniversary of
the Service Commencement Date to reflect increased costs, but such increases
shall be limited to the lesser of five percent (5%) or the percentage increase
in the Consumer Price Index or (3) increased in the event the CAMC must be
expanded to service more than 10 million Subscribers and NRTC Subscribers
exceed 1.8 million.
3. Authorization Fees
Initial Set-Up Fee:
Recurring
Authorization Fee: $ per Authorized
------ Subscriber per Month
Recurring Inactive
Subscriber Fee: $ per Inactive Subscriber
------ per month
Communication Costs: $ per Authorized
------ Subscriber per month
Member Terminal $ per Unit -or-
------
Equipment: $ Rental per month
------
Optional $ per Unit -or-
------
Laser Printer: $ Rental per month
------
35
EXHIBIT E
MONTHLY OPERATING FEES
PAGE 2 OF 4
4. Other NRTC Office Support Service Fees
May include such services as telephone support services, retail
billing, and other services required to deliver DBS Services or as may
be requested by Member.
(i) Billing Fees:
Recurring Billing Fee: $ per Authorized Subscriber per month
---------
Postage: $ per Authorized Subscriber per month (or such amount as
--------- charged by the U.S. Postal Service for first-class mail)
Paper Goods/Other: $ per Authorized Subscriber per month
---------
(ii) Remittance Fees:
Remittance Fee: $ per Authorized Subscriber per month (includes banking fee)
--------
Custom Member
Logo on Billing
Statement: $ per Authorized Subscriber per month
---------
(plus $ one time set up charge)
---------
(iii) Credit Card Processing Fees:
ANNUAL VOLUME SCHEDULE
(See Note 1)
Transaction Volume Bank Card Deposits Authorizations
------------------ ------------------ --------------
First 50,000 $___ $___
Next 150,000 $___ $___
Next 450,000 $___ $___
Next 1,000,000 $___ $___
Next 1,500,000 $___ $___
36
EXHIBIT E
MONTHLY OPERATING FEES
PAGE 3 OF 4
Transaction volume will be analyzed monthly and fees will be assessed over the
term of this AGREEMENT based on the above price schedule.
Note (1) Annual volume is based on all collective Member transaction
volume and not on an individual DBS participant.
MISCELLANEOUS FEES
Per CHARGEBACK Processed/Represented $ ___
Collection, Pre-Arbitration & Compliance $ ___
ACH (Automated Clearing House) Funds Transfer $ ___
Postage, Supplies, Equipment & Other Services Charged As Used
PASS THROUGH FEES
DIRECT MARKETING DEPOSITS
Visa Classification MasterCard Classification
------------------- -------------------------
TIIF 1 ___% + $___ Merit 1 ___% + $___
DUES & ASSESSMENT FEES
Visa MasterCard
---- ----------
___% ___%
5. Backup Telephone Customer Service Support
To the extent technically feasible, NRTC shall provide or cause to be
provided backup telephone customer service support seven days a week during the
hours of 4:30 pm and 8:00 am in the Member's time zone ("Backup") to Member.
Member shall be responsible for all costs related to calls from Committed
Member Residences.
Backup support shall include the Subscriber authorization, deauthorizations and
subscriber service changes, order ahead pay-per-view and all other services
offered by NRTC or its backup provider.
Charges:
(i) Order Ahead
Pay-per-view: Rate Set by Member
37
EXHIBIT E
MONTHLY OPERATING FEES
PAGE 4 OF 4
(ii) For Participating TeleServ (formerly "Phone Base") DBS Members and
Affiliates:
(a) Beginning February 22, 1995, Member will be charged $___/per
minute/per call for all calls that are answered by TeleServ
(or its successor) from potential, new or existing customers
from your Committed Member Residences or otherwise who are
rolled-over to TeleServ through your local telephone number.
Note: Participating members will be billed from the time
that a TeleServ operator receives a call to the completion of
all work necessary to service that call (including call
disposition). The length of each call will include the time
during which a call is in queue waiting to be answered.
Member shall not promote the use of a DirecTv(R) phone number (including
"1-800-DirecTv") without the prior written approval of HCG.
NRTC makes no warranties and shall have no liability regarding the performance
of such Backup Support.
38
EXHIBIT F
MONTHLY SECURITY SERVICE FEE
Member shall pay the Security Service Fee, listed below, for each Authorized
Subscriber registered by Member with the CAMC. These fees may be adjusted in
accordance with the HCG Agreement to reflect increases or decreases for
telephone usage charges in connection with security services or due to HCG's
requirement to renegotiate with or replace the provider of security services.
These fee may also be decreased due to volume usage with the first such
decrease beginning after the first million Subscribers are registered. NRTC
may, upon at least 30 days prior written notice, adjust the Security Fee in an
amount commensurate with any such increase or decrease.
The Conditional Access Modules ("CAMs") to be used as security cards
by Subscribers may be replaced and provided to Member from time to time. The
replacement CAMs shall be provided to Member at no cost, however, Member shall
be responsible for any costs of delivery of CAMs to Authorized Subscribers.
Security Service Fee $___ per CAM per Authorized
Subscriber per month
39
EXHIBIT G
SECURITY BREACH PROCEDURES
The Security Breach procedures to be followed under the HCG
Agreement are generally described below. These procedures and terms may be
changed in the event HCG renegotiates with or replaces the provider of Security
Services. For purposes of the Exhibit, the term "Contractor" means HCG, its
Affiliates and/or its Subcontractors.
o Response to Security Breach
The terms listed below have the following messages:
(a) "Security Failure" means either of the following:
(i) the ability to decrypt audio and/or visual portions
of a currently broadcast service consisting of at
least one full Pay-per-view program or one continuous
day of scrambled programming without using or being
connected to a CAM currently authorized in the
Conditional Access Management Center ("CAMC") to
decrypt such particular service or program;
(ii) the ability to block or modify Pay-per-view purchase
history data and/or other CAM report back data in a
manner which will not cause the CAMC to obtain
knowledge or such blockage or modification within
forty; five (45) days.
(b) "Security Subcontractor" shall mean the entity with whom HCG
contracts to respond to Security Breaches.
(c) "Security Breach" means the delivery and demonstration to the
Security Subcontractor of a device which (i) causes Security
Failure to the reasonable satisfaction of HCG Security
Subcontractor; (ii) is available (e.g., can be obtained in kit
or complete immediately on a retail basis by visiting a retail
outlet or can be obtained within commercially reasonable time,
not to exceed 8 weeks, via mail order) to individuals in the
United States; and (iii) is capable of being purchased for
less than $5,000, which price does not include the cost of any
personal computer to which the device may have to be attached
in order to become operative.
40
(d) "Security Breach Date" shall mean the date of first delivery
and demonstration to HCG and the Security Subcontractor of a
device which causes a Security Failure constituting a Security
Breach as described above.
o Security Breach Cure
In the event of a Security Breach, Contractor shall use its reasonable
best efforts to cause the prompt Cure of said Security Breach. "Cure"
means, in connection with a Security Breach, that Contractor has
caused the implementation of measures such that the device causing the
Security Breach can no longer be used to effect a Security Failure.
Such Cure may be effected in a manner to be determined in the sole
reasonable discretion of the Security Subcontractor, and may include,
without limitation, the replacement of CAM units and/or the over the
air/telephone downloading of new algorithm(s) (the "Cure
Implementation"). In the event that the replacement of CAM units is
used to accomplish the Cure, then the Cure shall be deemed to have
occurred 7 days after completion of the "CAM Replacement Plan" set
forth in the Conditional Access Segment Security Services Agreement.
Under the CAM Replacement Plan, replacement CAM units will be
delivered to NRTC in a quantity equal to or greater than the
then-existing number of NRTC Subscribers. In the event that a method
other than the replacement of CAM units is used to accomplish the
Cure, then the Cure shall be deemed to have occurred upon commencement
of the Cure Implementation..
A Cure shall not be deemed to have occurred if, within fifty (50) days
of the Cure Implementation, NRTC is able to demonstrate to the
reasonable satisfaction of HCG and the Security Subcontractor that the
same device which caused such Security Breach is able to cause a
Security Breach. For purposes of the foregoing, a device shall be
deemed the "same" as the originally demonstrated device if such device
operates identically as the originally demonstrated device or where
such device is modified only through the use of switch and/or jumper
devices or where the software/firmware used in the originally
demonstrated device has been modified using software/firmware or CAM
replacement from the same source as that which was used in the
originally demonstrated device and such software/firmware and/or
switches or jumpers have been obtained on a commercially available
basis.
MSA ZIP CODE (CABLED/NON-CABLED) RESIDENCES
THE FOLLOWING MSA ZIP CODES MAY INCLUDE ZIP CODES THAT ARE NOT
AVAILABLE AND CANNOT BE APPROVED. THE APPLICANT, UPON REQUEST BY
NRTC, MUST DEMONSTRATE THAT ELECTRIC AND/OR TELEPHONE UTILITY SERVICE
IS CURRENTLY PROVIDED IN ANY ZIP CODE(S) FROM THIS LIST BY A MEMBER OR
POTENTIAL MEMBER OF NRTC.
COOP ID: 013526 Control # 00000104
Cabled Non-Cabled
St County Zipcode Residences Residences
---- ----------- ------------- ----------------- -------------------
41
COMMITTED MEMBER RESIDENCE PROGRAMMING - EXHIBIT H CONFIDENTIAL
CORE PACKAGES
-------------------------------------------------------------------------------------------------------------------------
DIRECTV LIMITED
SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGINS $___
-------------------------------------------------------------------------------------------------------------------------
PLUS DIRECTV
SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
-------------------------------------------------------------------------------------------------------------------------
ECONOMY CHOICE w/out NETWORKS ECONOMY CHOICE - EAST and ECONOMY CHOICE - WEST
SUGGESTED RETAIL $___ SUGGESTED RETAIL $___
WHOLESALE COSTS $___ WHOLESALE COSTS $___
SUGGESTED MARGIN $___ SUGGESTED MARGIN $___
ECONOMY CHOICE - All Networks
SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
-------------------------------------------------------------------------------------------------------------------------
SELECT CHOICE
SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
-------------------------------------------------------------------------------------------------------------------------
TOTAL CHOICE - (Single RSN) TOTAL CHOICE - (New England)
SUGGESTED RETAIL $___ Dual RSN - Connection, Massachusetts, New Hampshire.
WHOLESALE COSTS $___ New York, Vermont
SUGGESTED MARGIN $___ SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
TOTAL CHOICE - (Florida)* TOTAL CHOICE - (Florida)*
Dual RSN - Florida Dual RSN - Florida
Effective first billing cycle 1/1/98 Effective first billing cycle after 1/1/98
SUGGESTED RETAIL $___ SUGGESTED RETAIL $___
WHOLESALE COSTS $___ WHOLESALE COSTS $___
SUGGESTED MARGIN $___ SUGGESTED MARGIN $___
TOTAL CHOICE - (WEST)*
Dual RSN - Southern California and Southern Nevada
Effective first billing cycle after 1/1/98
SUGGESTED RETAIL $___ *New wholesale rates will be effective the first billing
WHOLESALE COSTS $___ cycle after 1/1/98 making all dual RSN package rates
SUGGESTED MARGIN $___ consistent with Total Choice - (New England)
-------------------------------------------------------------------------------------------------------------------------
42
COMMITTED MEMBER RESIDENT PROGRAMMING - EXHIBIT H CONFIDENTIAL
CORE PACKAGES - continued
-------------------------------------------------------------------------------------------------------------------------
TOTAL CHOICE PLUS ENCORE - (Single RSN) TOTAL CHOICE PLUS ENCORE - (New England)
SUGGESTED RETAIL $___ Dual RSN - Connecticut, Massachusetts, New Hampshire,
WHOLESALE COSTS $___ New York, Vermont
SUGGESTED MARGIN $___ SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
TOTAL CHOICE PLUS ENCORE - (Florida)* TOTAL CHOICE PLUS ENCORE - (Florida)*
Dual RSN - Florida Dual RSN - Florida
Effective until first billing cycle 1/1/98 Effective first billing cycle after 1/1/98
SUGGESTED RETAIL $___ SUGGESTED RETAIL $___
WHOLESALE COSTS $___ WHOLESALE COSTS $___
SUGGESTED MARGIN $___ SUGGESTED MARGIN $___
TOTAL CHOICE PLUS ENCORE - (West)*
Dual RSN - Southern California and Southern Nevada
Effective first billing cycle after 1/1/98
SUGGESTED RETAIL $___ *New wholesale rates will be effective the first billing
cycle after 1/1/98 making all dual RSN package rates
WHOLESALE COSTS $___ consistent with Total Choice - (New England)
SUGGESTED MARGIN $___
-------------------------------------------------------------------------------------------------------------------------
TOTAL CHOICE SILVER - (Single RSN) TOTAL CHOICE SILVER - (New England)
Total Choice plus Silver - movie services Total Choice plus Silver - movie services
RETAIL $___ Dual RSN - Connecticut, Massachusetts, New Hampshire,
WHOLESALE COSTS $___ New York, Vermont
SUGGESTED MARGIN $___ RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
TOTAL CHOICE SILVER - (Florida)* TOTAL CHOICE SILVER - (Florida)*
-------------------------------- --------------------------------
Total Choice plus Silver - movie services Total Choice plus Silver - movie services
Dual RSN - Florida Dual RSN - Florida
Effective until first billing cycle 1/1/98 Effective first billing cycle after 1/1/98
RETAIL $___ SUGGESTED RETAIL $___
WHOLE SALE COSTS $___ WHOLESALE COSTS $___
SUGGESTED MARGIN $___ SUGGESTED MARGIN $___
TOTAL CHOICE SILVER - (West)
Total Choice plus Silver - movie services
Dual RSN - Southern California and Southern Nevada
Effective first billing cycle after 1/1/98
SUGGESTED RETAIL $___ *New wholesale rates will be effective the first billing
cycle after 1/1/98 making all dual RSN package rates
WHOLESALE COSTS $___ consistent with Total Choice - (New England)
SUGGESTED MARGIN $___
-------------------------------------------------------------------------------------------------------------------------
TOTAL CHOICE GOLD - (Single RSN) TOTAL CHOICE GOLD - (New England)
Total Choice plus Gold - sports service Total Choice plus Gold - sports service
RETAIL $___ Dual RSN - Connecticut, Massachusetts, New Hampshire,
WHOLESALE COSTS $___ New York, Vermont
SUGGESTED MARGIN $___ RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
TOTAL CHOICE GOLD - (Florida)* TOTAL CHOICE GOLD - (Florida)*
Total Choice plus Gold - sports service Total Choice plus gold - sports service
Dual RSN - Florida Dual RSN - Florida
43
COMMITTED MEMBER RESIDENT PROGRAMMING - EXHIBIT H CONFIDENTIAL
CORE PACKAGES - continued
-------------------------------------------------------------------------------------------------------------------------
Effective until first billing cycle 1/1/98 Effective first billing cycle after 1/1/98
RETAIL $___ SUGGESTED RETAIL $___
WHOLESALE COSTS $___ WHOLESALE COSTS $___
SUGGESTED MARGIN $___ SUGGESTED MARGIN $___
TOTAL CHOICE GOLD - (West)
Total Choice plus Gold - sports service
Dual RSN - Southern California and Southern Nevada
Effective first billing cycle after 1/1/98
SUGGESTED RETAIL $___ *New wholesale rates will be effective the first billing
cycle after 1/1/98 making all dual RSN package rates
WHOLESALE COSTS $___ consistent with Total Choice - (New England)
SUGGESTED MARGIN $___
-------------------------------------------------------------------------------------------------------------------------
TOTAL CHOICE PLATINUM - Single RSN TOTAL CHOICE PLATINUM - (New England)
Total Choice plus Platinum - movie and sports services Total choice plus Platinum - movie and sports services
RETAIL $___ Dual RSN - Connecticut, Massachusetts, New Hampshire,
WHOLESALE COSTS $___ New York, Vermont
SUGGESTED MARGIN $___ RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
TOTAL CHOICE PLATINUM - (Florida)* TOTAL CHOICE PLATINUM - (Florida)*
Total choice plus Platinum - movie and sports services Total Choice plus Platinum - movie and sports services
Dual RSN - Florida Dual RSN - Florida
Effective until first billing cycle Effective first billing cycle after 1/1/98
RETAIL $___ SUGGESTED RETAIL $___
WHOLESALE COSTS $___ WHOLESALE COSTS $___
SUGGESTED MARGIN $___ SUGGESTED MARGIN $___
TOTAL CHOICE PLATINUM - (West)*
Total Choice plus Platinum - movie and sports services
Dual RSN - Southern California and Southern Nevada
Effective first billing cycle after 1/1/98
SUGGESTED RETAIL $___ *New wholesale rates will be effective the first billing
cycle after 1/1/98 making all dual RSN package rates
WHOLESALE COSTS $___ consistent with Total Choice - (New England)
SUGGESTED MARGIN $___
-------------------------------------------------------------------------------------------------------------------------
A LA CARTE SERVICES
DISNEY (A LA CARTE) Includes either east or west feed
SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
PLUS ENCORE 8 theme channels
(formerly known as Encore Multiplex)
SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
GOLF CHANNEL
SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
44
COMMITTED MEMBER RESIDENT PROGRAMMING - EXHIBIT H CONFIDENTIAL
A LA CARTE SERVICES - continued
-------------------------------------------------------------------------------------------------------------------------
MUSIC CHOICE
SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
INDIVIDUAL NETWORKS
SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
EAST/WEST COAST FEEDS OF INDIVIDUAL NETWORKS (3 total)
ABC or CBS or NBC East and West Coast Feeds
SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
NETWORK PACKAGE [2 ABC (EAST & WEST). 2 CBS (EAST & WEST. 2 NBC (EAST & WEST). FOX, PBS]
Package also known as PrimeTime 24 Plus
SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
PLAYBOY - MONTHLY
SUGGESTED RETAIL $___
WHOLESALE COSTS $___
MARGIN $___
REAL NET - MONTHLY
SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
GOLD (formerly known as NRTC SPORTS CHOICE and DIRECTV SPORTS CHOICE)
Sold in combination with Total Choice
Includes out-of-market RSNs (up to 23), Golf Channel, Classic Sports, NewSport, Speed Vision and Outdoor Life
SUGGESTED RETAIL $___
SALE COSTS $___
SUGGESTED MARGIN $___
GOLD (formerly known as NRTC SPORTS CHOICE and DIRECTV SPORTS CHOICE)
Sold in combination with packages other than Total Choice
Includes in-market RSN(s), out-of market RSNs (up to 23), Golf Channel, Classic Sports, NewSport, Speed Vision and
Outdoor Life
SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
SILVER
Includes STARZ! 1, STARZ! I west, STARZ! 2, STARZ.1 2 west, Encore Multiplex, Independent Film Channel, Romance
Classics
SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
PLATINUM
Includes all channels in Silver and Gold a la carte
SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
45
COMMITTED MEMBER RESIDENCE PROGRAMMING - EXHIBIT H CONFIDENTIAL
SPORTS SEASON TICKETS
NOTE- RETAIL PRICE FOR SPORTS SEASON TICKETS WILL VARY BASED ON THE PROMOTION
WINDOW. MEMBER WILL NOTIFIED DURING EACH PROMOTION WINDOW. MEMBER
MARGIN/COMMISSION IS DEPENDENT ON THE RETAIL PRICE.
NBA LEAGUE PASS 96-97 SEASON
RETAIL $___-$___
WHOLESALE COSTS ___% OF RETAIL
MARGIN ___% OF RETAIL
BLAZERVISION
(in-Market Package for the Portland Trailblazers)
RETAIL $___-$___
WHOLESALE COSTS ___% OF RETAIL
MARGIN ___% OF RETAIL
SONICS TV 96-97
(in-Market Package for the Seattle Supersonics)
RETAIL $___-$___
WHOLESALE COSTS ___% OF RETAIL
MARGIN ___% OF RETAIL
NFL SUNDAY TICKET - NON SELECT SERVICE - 97 SEASON
RETAIL TBD - $___
MEMBER IS COMMISSIONED ___% OF RETAIL PRICE
NHL CENTER ICE 96-97 SEASON
RETAIL $___-$___
WHOLESALE COSTS ___% OF RETAIL
MARGIN ___% OF RETAIL
ESPN COLLEGE FOOTBALL - 97 SEASON
RETAIL $___-$___
WHOLESALE COSTS TBD
MARGIN ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ - ▇▇-▇▇ SEASON
RETAIL $___-$___
WHOLESALE COSTS TBD
MARGIN TBD
MLB EXTRA INNINGS - 97 SEASON
RETAIL $___-$___
WHOLESALE COSTS ___% OF RETAIL
MARGIN ___% of RETAIL
MAJOR LEAGUE SOCCER - 97 SEASON
RETAIL $___
WHOLESALE COSTS $___
MARGIN $___
46
COMMITTED MEMBER RESIDENCE PROGRAMMING - EXHIBIT H CONFIDENTIAL
DIRECT TICKET PAY PER VIEW EVENTS
NOTE: THE WHOLESALE COST OF ALL PPV MOVIES WILL BE CHARGED SEPARATELY FROM
THE PACKAGE COST. PAY PER VIEW (DIRECT TICKET) EVENTS WILL BE
NEGOTIATED AND PRICED BY EVENT. (WITH THE EXCEPTION OF PLAYBOY - 12
HOUR AND ADULT-12 HOUR MEMBER WILL BE NOTIFIED AS EACH EVENT'S RETAIL
AND WHOLESALE COSTS ARE DETERMINED.
PPV MOVIE
RETAIL $___
WHOLESALE COSTS $___
MARGIN $___
PPV EVENTS, MOVIE AND SPORTS SPECIALS
RETAIL TBD
WHOLESALE COSTS TBD
MARGIN TBD
PLAYBOY 12-HOUR
SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
ADULT 12-HOUR
SUGGESTED RETAIL $___
WHOLESALE COSTS $___
SUGGESTED MARGIN $___
DIRECTV RINGSIDE - NON SELECT SERVICE
DIRECTV monthly boxing series
SUGGESTED RETAIL $___
MEMBER IS COMMISSIONED 5% OF RETAIL PRICE
▇▇▇ ▇▇▇▇ DE LA HOYA FIGHTS NON SELECT SERVICE
DIRECTV quarterly boxing series
SUGGESTED RETAIL $___
MEMBER IS COMMISSIONED 5% OF RETAIL PRICE
ADDITIONAL SERVICES (to be set locally)
NOTE: The following rates are charged by DIRECTV for such services. Member
control these rates locally.
PPV PHONE ORDERS (OPPV)
DIRECTV'S FEE $___
WHOLESALE COST $___
ADDITIONAL IRD (Each)
DIRECTV'S FEE $___
WHOLESALE COST $___
DISCONNECT FEE
DIRECTV'S FEE $___
WHOLESALE COST $___
CHANGE OF SERVICE - Downgrade Service Fe
DIRECTV'S FEE $___
WHOLESALE COST $___
47
COMMITTED MEMBER RESIDENCE PROGRAMMING - EXHIBIT H
SMATV (APARTMENTS, CONDOMINIUMS, TOWNHOUSES)
SMATV - BASIC PROGRAMMING PACKAGES
ACCOUNT TYPES: HTL
SUB SUBSCRIPTION MEMBER MEMBER MEMBER
UNITS LENGTH RETAIL WHOLESALE MARGIN MARGIN %
---------------------- ------------ ------ --------- ------ --------
BUSINESS PACK 1 - 25 Monthly $___ $___ $___ ___%
26 - 50 Monthly $___ $___ $___ ___%
51 - 75 Monthly $___ $___ $___ ___%
76 - 100 Monthly $___ $___ $___ ___%
101 - 125 Monthly $___ $___ $___ ___%
126 - 150 Monthly $___ $___ $___ ___%
151 - 175 Monthly $___ $___ $___ ___%
176 - 200 Monthly $___ $___ $___ ___%
201 - 225 Monthly $___ $___ $___ ___%
226 - 250 Monthly $___ $___ $___ ___%
251 - 275 Monthly $___ $___ $___ ___%
276 - 300 Monthly $___ $___ $___ ___%
301 - 350 Monthly $___ $___ $___ ___%
351 - 400 Monthly $___ $___ $___ ___%
401 - 450 Monthly $___ $___ $___ ___%
451 - 500 Monthly $___ $___ $___ ___%
Unit Price for over 500 Units Monthly $___ $___ $___ ___%
FAMILY PACK 1 - 25 Monthly $___ $___ $ ___ ___%
26 - 50 Monthly $___ $___ $___ ___%
51 - 75 Monthly $___ $___ $___ ___%
76 - 100 Monthly $___ $___ $___ ___%
101 - 125 Monthly $___ $___ $___ ___%
126 - 150 Monthly $___ $___ $___ ___%
151 - 175 Monthly $___ $___ $___ ___%
176 - 200 Monthly $___ $___ $___ ___%
201 - 225 Monthly $___ $___ $___ ___%
226 - 250 Monthly $___ $___ $___ ___%
251 - 275 Monthly $___ $___ $___ ___%
276 - 300 Monthly $___ $___ $___ ___%
301 - 350 Monthly $___ $___ $___ ___%
351 - 400 Monthly $___ $___ $___ ___%
401 - 450 Monthly $___ $___ $___ ___%
451 - 500 Monthly $___ $___ $___ ___%
Unit Price for over 500 Units Monthly $___ $___ $___ ___%
FUN PACK 1 - 25 Monthly $___ $___ $___ ___%
26 - 50 Monthly $___ $___ $___ ___%
51 - 75 Monthly $___ $___ $___ ___%
76 - 100 Monthly $___ $___ $___ ___%
101 - 125 Monthly $___ $___ $___ ___%
126 - 150 Monthly $___ $___ $___ ___%
151 - 175 Monthly $___ $___ $___ ___%
176 - 200 Monthly $___ $___ $___ ___%
201 - 225 Monthly $___ $___ $___ ___%
226 - 250 Monthly $___ $___ $___ ___%
251 - 275 Monthly $___ $___ $___ ___%
276 - 300 Monthly $___ $___ $___ ___%
301 - 350 Monthly $___ $___ $___ ___%
351 - 400 Monthly $___ $___ $___ ___%
401 - 450 Monthly $___ $___ $___ ___%
451 - 500 Monthly $___ $___ $___ ___%
Unit Price for over 500 Units Monthly $___ $___ $___ ___%
48
COMMITTED MEMBER RESIDENCE PROGRAMMING - EXHIBIT H
SMATV (APARTMENTS, CONDOMINIUMS, TOWNHOUSES)
SMATV - BASIC PROGRAMMING PACKAGES
ACCOUNT TYPES: HTL
SUB SUBSCRIPTION MEMBER MEMBER MEMBER
UNITS LENGTH RETAIL WHOLESALE MARGIN MARGIN %
---------------------- ------------ ------ --------- ------ --------
MUSIC PACK 1 - 25 Monthly $___ $___ $___ ___%
26 - 50 Monthly $___ $___ $___ ___%
51 - 75 Monthly $___ $___ $___ ___%
76 - 100 Monthly $___ $___ $___ ___%
101 - 125 Monthly $___ $___ $___ ___%
126 - 150 Monthly $___ $___ $___ ___%
151 - 175 Monthly $___ $___ $___ ___%
176 - 200 Monthly $___ $___ $___ ___%
201 - 225 Monthly $___ $___ $___ ___%
226 - 250 Monthly $___ $___ $___ ___%
251 - 275 Monthly $___ $___ $___ ___%
276 - 300 Monthly $___ $___ $___ ___%
301 - 350 Monthly $___ $___ $___ ___%
351 - 400 Monthly $___ $___ $___ ___%
401 - 450 Monthly $___ $___ $___ ___%
451 - 500 Monthly $___ $___ $___ ___%
Unit Price for over 500 Units Monthly $___ $___ $___ ___%
▇▇▇▇▇▇ PLUS 1 - 25 Monthly $___ $___ $___ ___%
26 - 50 Monthly $___ $___ $___ ___%
51 - 75 Monthly $___ $___ $___ ___%
76 - 100 Monthly $___ $___ $___ ___%
101 - 125 Monthly $___ $___ $___ ___%
126 - 150 Monthly $___ $___ $___ ___%
151 - 175 Monthly $___ $___ $___ ___%
176 - 200 Monthly $___ $___ $___ ___%
201 - 225 Monthly $___ $___ $___ ___%
226 - 250 Monthly $___ $___ $___ ___%
251 - 275 Monthly $___ $___ $___ ___%
276 - 300 Monthly $___ $___ $___ ___%
301 - 350 Monthly $___ $___ $___ ___%
351 - 400 Monthly $___ $___ $___ ___%
401 - 450 Monthly $___ $___ $___ ___%
451 - 500 Monthly $___ $___ $___ ___%
Unit Price for over 500 Units Monthly $___ $___ $___ ___%
▇▇▇▇▇▇ 2 PACK 1 - 25 Monthly $___ $___ $___ ___%
26 - 50 Monthly $___ $___ $___ ___%
51 - 75 Monthly $___ $___ $___ ___%
76 - 100 Monthly $___ $___ $___ ___%
101 - 125 Monthly $___ $___ $___ ___%
126 - 150 Monthly $___ $___ $___ ___%
151 - 175 Monthly $___ $___ $___ ___%
176 - 200 Monthly $___ $___ $___ ___%
201 - 225 Monthly $___ $___ $___ ___%
226 - 250 Monthly $___ $___ $___ ___%
251 - 275 Monthly $___ $___ $___ ___%
276 - 300 Monthly $___ $___ $___ ___%
301 - 350 Monthly $___ $___ $___ ___%
351 - 400 Monthly $___ $___ $___ ___%
401 - 450 Monthly $___ $___ $___ ___%
451 - 500 Monthly $___ $___ $___ ___%
Unit Price for over 500 Units Monthly $___ $___ $___ ___%
NOTE: Contractually, NRTC members MUST sell ▇▇▇▇▇▇ Plus and ▇▇▇▇▇▇ 2 Pack
together.
49
COMMITTED MEMBER RESIDENCE PROGRAMMING - EXHIBIT H CONFIDENTIAL
SMATV (APARTMENTS, CONDOMINIUMS, TOWNHOUSES)
SMATV - A LA CARTE
SUB SUBSCRIPTION MEMBER MEMBER MEMBER
UNITS LENGTH RETAIL WHOLESALE MARGIN MARGIN %
--------- ------------ ------ --------- ------ --------
ESPN and ESPN2 1 - 25 Monthly $___ $___ $___ ___%
26 - 50 Monthly $___ $___ $___ ___%
51 - 75 Monthly $___ $___ $___ ___%
76 - 100 Monthly $___ $___ $___ ___%
101 - 125 Monthly $___ $___ $___ ___%
126 - 150 Monthly $___ $___ $___ ___%
151 - 175 Monthly $___ $___ $___ ___%
176 - 200 Monthly $___ $___ $___ ___%
201 - 225 Monthly $___ $___ $___ ___%
226 - 250 Monthly $___ $___ $___ ___%
251 - 275 Monthly $___ $___ $___ ___%
276 - 300 Monthly $___ $___ $___ ___%
301 - 350 Monthly $___ $___ $___ ___%
351 - 400 Monthly $___ $___ $___ ___%
401 - 450 Monthly $___ $___ $___ ___%
451 - 500 Monthly $___ $___ $___ ___%
Unit Price for Over 500 Units Monthly $___ $___ $___ ___%
DISNEY EAST 1 - 25 Monthly $___ $___ $___ ___%
and/or WEST 26 - 50 Monthly $___ $___ $___ ___%
51 - 75 Monthly $___ $___ $___ ___%
76 - 100 Monthly $___ $___ $___ ___%
101 - 125 Monthly $___ $___ $___ ___%
126 - 150 Monthly $___ $___ $___ ___%
151 - 175 Monthly $___ $___ $___ ___%
176 - 200 Monthly $___ $___ $___ ___%
201 - 225 Monthly $___ $___ $___ ___%
226 - 250 Monthly $___ $___ $___ ___%
251 - 275 Monthly $___ $___ $___ ___%
276 - 300 Monthly $___ $___ $___ ___%
301 - 350 Monthly $___ $___ $___ ___%
351 - 400 Monthly $___ $___ $___ ___%
401 - 450 Monthly $___ $___ $___ ___%
451 - 500 Monthly $___ $___ $___ ___%
Unit Price for Over 500 Units Monthly $___ $___ $___ ___%
C-SPAN 1 & 1 - 25 Monthly $___ $___ $___ ___%
C-SPAN 2 26 - 50 Monthly $___ $___ $___ ___%
51 - 75 Monthly $___ $___ $___ ___%
76 - 100 Monthly $___ $___ $___ ___%
101 - 125 Monthly $___ $___ $___ ___%
126 - 150 Monthly $___ $___ $___ ___%
151 - 175 Monthly $___ $___ $___ ___%
176 - 200 Monthly $___ $___ $___ ___%
201 - 225 Monthly $___ $___ $___ ___%
226 - 250 Monthly $___ $___ $___ ___%
251 - 275 Monthly $___ $___ $___ ___%
276 - 300 Monthly $___ $___ $___ ___%
301 - 350 Monthly $___ $___ $___ ___%
351 - 400 Monthly $___ $___ $___ ___%
401 - 450 Monthly $___ $___ $___ ___%
451 - 500 Monthly $___ $___ $___ ___%
Unit Price for Over 500 Units Monthly $___ $___ $___ ___%
50
CONFIDENTIAL
COMMITTED MEMBER RESIDENCE PROGRAMMING - EXHIBIT H
SMATV (APARTMENTS, CONDOMINIUMS, TOWNHOUSES)
SMATV - A LA CARTE
SUB SUBSCRIPTION MEMBER MEMBER MEMBER
UNITS LENGTH RETAIL WHOLESALE MARGIN MARGIN %
--------- ------------ ------ --------- ------ --------
STARZ! and 1 - 25 Monthly $___ $___ $___ ___%
ENCORE 1 26 - 50 Monthly $___ $___ $___ ___%
51 - 75 Monthly $___ $___ $___ ___%
76 - 100 Monthly $___ $___ $___ ___%
101 - 125 Monthly $___ $___ $___ ___%
126 - 150 Monthly $___ $___ $___ ___%
151 - 175 Monthly $___ $___ $___ ___%
176 - 200 Monthly $___ $___ $___ ___%
201 - 225 Monthly $___ $___ $___ ___%
226 - 250 Monthly $___ $___ $___ ___%
251 - 275 Monthly $___ $___ $___ ___%
276 - 300 Monthly $___ $___ $___ ___%
301 - 350 Monthly $___ $___ $___ ___%
351 - 400 Monthly $___ $___ $___ ___%
401 - 450 Monthly $___ $___ $___ ___%
451 - 500 Monthly $___ $___ $___ ___%
Unit Price for Over 500 Units Monthly $___ $___ $___ ___%
GOLF CHANNEL 1 - 25 Monthly $___ $___ $___ ___%
26 - 50 Monthly $___ $___ $___ ___%
51 - 75 Monthly $___ $___ $___ ___%
76 - 100 Monthly $___ $___ $___ ___%
101 - 125 Monthly $___ $___ $___ ___%
126 - 150 Monthly $___ $___ $___ ___%
151 - 175 Monthly $___ $___ $___ ___%
176 - 200 Monthly $___ $___ $___ ___%
201 - 225 Monthly $___ $___ $___ ___%
226 - 250 Monthly $___ $___ $___ ___%
251 - 275 Monthly $___ $___ $___ ___%
276 - 300 Monthly $___ $___ $___ ___%
301 - 350 Monthly $___ $___ $___ ___%
351 - 400 Monthly $___ $___ $___ ___%
401 - 450 Monthly $___ $___ $___ ___%
451 - 500 Monthly $___ $___ $___ ___%
Unit Price for Over 500 Units Monthly $___ $___ $___ ___%
HOME AND 1 - 25 Monthly $___ $___ $___ ___%
GARDEN TV 26 - 50 Monthly $___ $___ $___ ___%
51 - 75 Monthly $___ $___ $___ ___%
76 - 100 Monthly $___ $___ $___ ___%
101 - 125 Monthly $___ $___ $___ ___%
126 - 150 Monthly $___ $___ $___ ___%
151 - 175 Monthly $___ $___ $___ ___%
176 - 200 Monthly $___ $___ $___ ___%
201 - 225 Monthly $___ $___ $___ ___%
226 - 250 Monthly $___ $___ $___ ___%
251 - 275 Monthly $___ $___ $___ ___%
276 - 300 Monthly $___ $___ $___ ___%
301 - 350 Monthly $___ $___ $___ ___%
351 - 400 Monthly $___ $___ $___ ___%
401 - 450 Monthly $___ $___ $___ ___%
451 - 500 Monthly $___ $___ $___ ___%
Unit Price for Over 500 Units Monthly $___ $___ $___ ___%
51
COMMITTED MEMBER RESIDENCE PROGRAMMING - EXHIBIT H
SMATV (APARTMENTS, CONDOMINIUMS, TOWNHOUSES)
SMATV - SPECIAL CONDITIONS
SMATV Applications use Subscriber Units Per Property instead of Fire Code
Occupancy These are defined as follows:
DORMITORY ROOMS Total number of televisions on site
APARTMENTS Total number of units (apartments)
CONDOMINIUMS Total number of units (condominiums)
TOWNHOUSES Total number of units (townhouses)
CONVALESCENT HOUSES Total number of televisions on site
SMATV applications can only include multiple dwelling units (MDU's) such as
apartments, condominiums and townhouses if the service is distributed to 100%
of the units.
All SMATV applications are to be "Free To Guest" (FTG) - (i.e. no separate
charge for the services)
Pay-Per-View is not available to SMATV applications
A minimum of 4 (four) A La Carte Services must be purchased
Members must price at DIRECTV national pricing.
SMATV Subscribers with over 500 units will be charged the per unit rate.
Member margin will be the same percent on a per unit basis as in the tiered
levels.
52
EXHIBIT H
COMMITTED MEMBER RESIDENCES PROGRAMMING
PAGE 3 OF 3
All terms and conditions contained in the Programming agreements are
material to this Agreement and shall be binding on Member.
NRTC is not the originator of the Programming and has no control over
the content or subject matter of the Programming being delivered.
NRTC makes no representation or warranties whatsoever concerning the
content of the Programming.
If any programming services are included in the Programming pursuant
to a compulsory copyright license under 17 U.S.C. 119(d) (or any
similar or successor statute), Member acknowledges and agrees that
these programs may only be provided to households that qualify as
"Unserved Households" (as defined by 17 U.S.C. 119(d) (10) or similar
or successor statute). Members shall provide information regarding
Unserved Households in the form requested by NRTC.
NRTC reserves the right with the exercise of good faith and reasonable
business judgment, to substitute or to change the programming or to
modify the terms and conditions of the programming and to modify any
of the terms and condition and fees of this Exhibit H upon notice to
Member.
53
EXHIBIT H
PROGRAMMING RATE CARD
TO BE DETERMINED.
54
(EXHIBIT H-1)
COMMERCIAL ESTABLISHMENTS PROGRAMMING
PRIVATE VIEWING
PACKAGE RETAIL WHOLESALE COST MBR. MARGIN MARGIN %
------- ------ -------------- ----------- --------
1. OFFICE ENTERTAINMENT $___/Mo $___/Mo $___/Mo ___%
2. OFFICE INFORMATION ___ ___ ___ ___%
3. OFFICE PLUS ___ ___ ___ ___%
A La Carte
----------
STARZ! ___/Mo ___/Mo ___/Mo ___%
___/Yr ___/Yr ___/Yr ___%
Playboy ___/Mo ___/Mo ___/Mo ___%
___/Yr ___/Yr ___/Yr ___%
TV Asia ___/Mo ___/Mo ___/Mo ___%
___/Yr ___/Yr ___/Yr ___%
Golf ___/Mo ___/Mo ___/Mo ___%
___/Yr ___/Yr ___/Yr ___%
NFL Sunday Ticket ___/Season ___/Season ___/Season ___%
[Non-Select]
Movies ___ ___ ___ ___%
PBTV Night ___ ___ ___ ___%
Special Events Residential Rate/Margin
Additional IRD's No Mirroring
PPV Phone Orders Member Sets Rate
Note: Each DSS receiver located in an office (3 Private Viewing
Packages) will require a separate subscription. (I.e., no
mirroring, allowed.)
55
The 3 Private Viewing Packages require telephone connection
with business telephone line for A La Carte Sports Services.
The OPPV fee waived for special events where IPPV is not
offered in the 3 Private Viewing packages.
The following services are not available to the 3 Private
Viewing Packages:
o TBS
o Prime Time 24
o PPV Coupon
STARZ! is not available with the Office Information Package.
All other A La Carte services are available with all of the
above packages.
56
(Exhibit H-1)
PUBLIC VIEWING
FIRE CODE
PACKAGE OCCUPANCY RETAIL WHOLESALE COST MBR. MARGIN MARGIN %
-------- --------- ------ -------------- ----------- --------
Commercial Basic 0-100 ___/Yr ___/Yr ___/Yr ___%
___/Mo ___/Mo ___/Mo ___%
Commercial Basic 101-200 ___/Yr ___/Yr ___/Yr ___%
___/Mo ___/Mo ___/Mo ___%
Commercial Basic 201-600 ___/Yr ___/Yr ___/Yr ___%
___/Mo ___/Mo ___/Mo ___%
Commercial Basic 601-2000 ___/Yr ___/Yr ___/Yr ___%
___/Mo ___/Mo ___/Mo ___%
Commercial Basic 2000 + ___/Yr ___/Yr ___/Yr ___%
___/Mo ___/Mo ___/Mo ___%
A LA CARTE - Same For All Commercial Basic Packages
ESP/ESPN2 ALL ___/Yr ___/Yr ___/Yr ___%
TNT 0 - 50 ___/Yr ___/Yr ___/Yr ___%
51 - 200 ___/Yr ___/Yr ___/Yr ___%
200+ ___/Yr ___/Yr ___/Yr ___%
Music Choice ALL ___/Yr ___/Yr ___/Yr ___%
TV ASIA ALL ___/Yr ___/Yr ___/Yr ___%
Golf ALL ___/Yr ___/Yr ___/Yr ___%
NFL 1995 0 - 50 ___/Season ___/Season ___ ___%
[Non-Select] 51 - 100 ___/Season ___/Season ___ ___%
101 - 200 ___/Season ___/Season ___ ___%
201 - 600 ___/Season ___/Season ___ ___%
601 - 2000 ___/Season ___/Season ___ ___%
2001 - 5000 ___/Season ___/Season ___ ___%
5001 - 10000 ___/Season ___/Season ___ ___%
10000 + ___/Season ___/Season ___ ___%
Oil Rigs ___/Season ___/Season ___ ___%
57
The following services are not available to the Public Viewing Packages
(Commercial Basic).
o Disney
o Multichannel Encore (1-7)
o TBS
o PrimeTime 24
o STARZ!
o Playboy TV
o NBA League Pass
o Regional sports (local & out of market)
o PPV Movies
o Special Events (unless rights required)
o PPV Coupon
o NHL Center Ice
Note: Currently Member must price at DIRECTV national pricing. As local
pricing control becomes available the member's commercial wholesale
rates will increase if the member sets commercial retail rates higher
than the DIRECTV national pricing.
58
EXHIBIT I
OUTAGE CREDITS
THIS EXHIBIT SUMMARIZES OUTAGE PROVISIONS CONTAINED IN THE HCG
AGREEMENT. NOT ALL DETAILS IN THE HCG AGREEMENT RELATED TO OUTAGES ARE
DESCRIBED IN THIS EXHIBIT. CAPITALIZED TERMS USED IN THIS EXHIBIT HAVE THE
MEANING GIVEN THEM IN THE HCG AGREEMENT.
* * *
I. Outage Credits
(a) A "Transmission Outage" means the failure after the Service
Commencement Date of a channel to meet certain transmission
minimum requirements due to a failure of a component of the
Transponder Capacity, TT&C Services, or Transmission Services.
If a Transmission Outage occurs and the corresponding Outage
Period exceeds thirty (30) consecutive minutes, then NRTC
shall be entitled to receive a credit for each channel
experiencing a Transmission Outage in an amount equal to the
product of (x) the sum of the then-current monthly Ground
Services Fee and TT&C Fee for one channel (in dollars)
multiplied by (y) the outage Period (in minutes) and divided
by (z) 43,___0 (i.e., the number of minutes in a thirty-day
month). In the case where the Ground Services Fees and TT&C
Fees are paid on a per Authorized Subscriber basis, the fees
associated with a single channel shall be calculated by HCG by
dividing the fee amounts by the number of channels provided
immediately prior to the outage. Such outage credit shall be
applied against the Ground Services Fee and the TT&C Fee due
for the month(s) immediately following the month in which the
Transmission Outage occurs.
(b) An "Access Control Outage" means the failure after the Service
Commencement Date of a component of the Access Control
Services to meet certain access control minimum requirements.
If an Access Control Outage occurs and the corresponding
Outage Period exceeds forty-eight (48) consecutive hours, then
NRTC shall be entitled to receive a credit in an amount equal
to the product of (x) the aggregate of the then-current
monthly Ground Services Fee for three Program Channels (in
dollars) multiplied by (y) the Outage Period (in minutes) and
divided by (x) 43,___0 (i.e., the number of minutes in a
thirty-day month). In the case where the Ground Services Fees
are paid on a per Authorized Subscriber basis, the fees
associated with a single channel shall be calculated by HCG by
dividing the then-current fee amounts by the number of
channels provided immediately prior to the outage. Such
Outage Credit shall be applied against Ground Services Fees
due for the months immediately following the month(s)
immediately following the month in which the Access Control
Outage occurs.
(c) The "Outage Period" associated with a Transmission Outage or
Access Control Outage means the period of time commencing on
the earlier of such time as an operational manager of HCG
becomes aware of, or NRTC notifies HCG of, such Outage and
ending at such time as the services are restored such that
they meet the relevant minimum requirements.
(d) A Transmission Outage or Access Control Outage shall not be
deemed to have occurred if a failure of a component of the
Transponder Capacity TT&C Services, Transmission Services or
Access Control Services (a "Component") to meet the applicable
minimum requirements is (i) caused by any action or inaction
of NRTC or any of NRTC's Members, Affiliates, or agents, (ii)
related to any failure or misoperation of subscriber terminal
equipment or any component thereof, (iii) related to any
weather event or any other circumstances (including, without
limitation, sun outage effects) occurring in the transmission
path between the Satellite and reception equipment, (iv)
related to any interference generated from any sources other
than the HCG Frequencies or the users of such frequencies, or
(v) related to the quality or availability of the C-Band
downlink or other source signal for the channels.
(e) In no event shall any outage credits exceed the amount of the
Ground Services Fee (and/or TT&C Fee, as appropriated)
actually paid for the corresponding Outage Period.
59
REFUNDS EXHIBIT J
THIS EXHIBIT SUMMARIZES REFUND PROVISIONS CONTAINED IN THE HCG
AGREEMENT. NOT ALL DETAILS IN THE HCG AGREEMENT RELATED TO REFUNDS ARE
DESCRIBED IN THIS EXHIBIT. CAPITALIZED TERMS USED IN THIS EXHIBIT HAVE THE
MEANING GIVEN THEM IN THE HCG AGREEMENT.
* * *
1. HCG REFUND TO NRTC
(a) If on or after April 1, 1994, the Transponder Capacity is
Available and other components of the DBS Distribution
Services (i.e., the Ground Services, the TT&C Services, the
Security Services, and/or the Programming Services) have not
completed Acceptance, the NRTC may terminate this Agreement
and HCG shall provide NRTC with a Complete Refund.
(b) If all ___ Program Channels are not available on the Service
Commencement Date, then NRTC shall have the right to partially
terminate the HCG Agreement as to the undelivered channels
(and receive a Partial Refund). If NRTC chooses not to accept
delivery of fewer than ___ channels and HCG is not able to
deliver all ___ Cable Programs by December 31, 1997, then
either NRTC or HCG may terminate the HCG Agreement and HCG
shall provide NRTC with a Complete Refund.
(c) If all ___ Program Channels are available on the Service
Commencement Date and HCG is unable at a later date to
continue provision of all ___ channels, NRTC shall have the
right to partially terminate the HCG Agreement as to any
channels that are no longer provided, and HCG shall provide
NRTC with a Partial Refund for such non-provided channels.
(d) If the Service Commencement Date does not occur on or before
December 31, 1997 (the "Rescission Date"), then NRTC or HCG
may terminate the HCG Agreement and HCG shall provide NRTC
with a Complete Refund.
(e) If an Outage Period associated with a Transmission Outage
exceeds ten (10) consecutive days or twenty (___) Outage Units
occur in any consecutive thirty (30) day period, or if the
Outage Period associated with an Access Control Outage exceeds
sixty (60) consecutive days, then NRTC shall have the right to
partially terminate the HCG Agreement. An "Outage Unit" means
a failure to meet the Transmission Minimum Requirements due to
a Transponder Capacity failure for fifteen (15) or more
minutes in any one day. If such termination occurs on or
before the tenth anniversary of the Service Commencement Date,
NRTC shall be entitled to a Partial Refund for each terminated
Program Channel.
(f) If after April 1, 1994, the Service Commencement Date has not
occurred and HCG has determined, based on demonstrable facts,
that events have occurred that make it impossible for HCG to
cause the Service Commencement Date to occur by the Rescission
Date HCG may, at its option, provide notice to NRTC of NRTC's
Rescission Option. NRTC shall notify HCG of its termination
of its obligations within ninety (90) days following HCG's
notice, or such Rescission Option shall expire. If NRTC
exercises its Rescission Option, then HCG shall provide NRTC
with a Complete Refund. If NRTC does not exercise the
Rescission Option, then HCG may terminate the HCG Agreement
and provide NRTC with a Complete Refund.
(g) NRTC also is entitled to a Complete or Partial Refund, as
appropriate, if:
60
(x) HCG fails to perform or observe in any material
respect any material covenant, condition or agreement
to be performed or observed by it under the HCG
Agreement and such failure continues unremedied;
(y) Any representation or warranty made by HCG in the HCG
Agreement was incorrect in any material respect at
the time made and continues unremedied; or
(z) HCG consents to bankruptcy proceedings.
(h) "Complete Refund" means HCG's refund to NRTC of all Committed
Member Payments actually paid to HCG, and not previously
refunded to NRTC.
(i) "Partial Refund" means HCG's refund to NRTC of an amount equal
to the product of (x) a fraction of whose numerator is the
refund period and whose denominator is 3,6___ days multiplied
by (y) a fraction whose numerator is the aggregate of the
Committed Member Payments actually paid to HCG and whose
denominator is ___, multiplied by (z) the number of Program
Channels for which a Partial Refund is due (i.e., Partial
Refunds are issued per channel and are based on a satellite
life expectancy of 10 years).
61
EXHIBIT K
NRTC REMITTANCE SYSTEM
NRTC Obligations
NRTC shall perform certain of the remittance processing and
collection obligations ("RPC Obligation(s)"), at a minimum, in accordance with
the performance and service standards set forth in this Exhibit K. As used
herein, "NRTC" shall mean any person performing any of RPC Obligations set
forth in this exhibit, including without limitation, NRTC or any contractor or
subcontractor of NRTC.
a. General Requirements.
1. Basic processing. Basic processing includes the
following services:
(a) Transaction processing, including, encoding
of checks, money orders and other drafts
("Checks") and document scanning;
(b) Creation of a host update record (i.e.,
customer payment information file that
contains listings of payment transactions);
and
(c) Archiving copies of Remittances, Billing
Documents and other documents contained in a
Remittance Envelope.
"Remittance" shall mean payments of any type and by any means made by a
Subscriber for any DBS services. "Billing Documents" shall mean that portion
of a Subscriber's billing statement which is enclosed and returned by such
Subscriber with Remittance. "Remittance Envelope" shall mean any envelope
containing a Remittance.
b. Processing Time - Scannable Items. 98% of all items,
which are processed under NRTC's standard remittance-processing methodology, by
means of OCR (Optical Character Reader) or other technology which performs at
the same or better performance levels than OCR ("Scannable Items"), shall be
processed and made ready for transmission no later than 24 hours after the
Remittances are collected every day of the year, and 100% of all such Scannable
Items shall be processed and made ready for transmission no later than 48 hours
after the Remittances are collected every day of the year. NRTC shall be in
non-compliance with these performance and service standards if it fails to
comply with such 24 and/or 48-hour processing time requirements more than two
times in any consecutive 30-day period.
c. Processing Time - Non-Scannable Items. 98% of all
non-Scannable items ("NonScannable Item") shall be processed and made ready for
pickup by overnight courier to NRTC no later than 24 hours after the
Remittances are collected every day of the year, and 100% of all such
Non-Scannable Items shall be processed and made ready for pick up by overnight
62
courier no later than 48 hours after the Remittances are collected every day of
the year. NRTC shall be in noncompliance with these performance and service
standards if it fails to comply with such 24 and/or 48-hour processing time
requirements more than two times in any consecutive 30-day period.
d. Processable Checks. The following types of Checks
("Processable Checks") shall be processable in the regular course of business
and with the following additional and/or other steps, as applicable:
1. Checks with restrictive notations, including
but not limited to those marked "Paid in
Full," shall be processed in the regular
course.
2. Checks not completed shall be handled as
follows:
(a) If the date is missing, NRTC shall
process the Check in the regular course.
(b) If the payee is missing, NRTC shall
enter the Member's name and thereafter
process the Check in the regular course.
(c) If the numerical amount of the Check
is missing, NRTC shall rely upon and
key-enter the spelled-out amount and
thereafter process the Check in the regular
course.
(d) If the spelled-out amount of the
Check is missing, NRTC shall rely upon and
key-enter the numerical amount and thereafter
process the Check in the regular course.
(e) If the signature of the maker is
missing, NRTC shall process the Check in the
regular course.
3. Checks showing different numerical and
spelled-out amounts shall be processed for
the amount, if any, that matches the "amount
due" on the Remittance. If all amounts are
different, NRTC shall process the Check for
the written amount stated on the Check.
4. Post-dated and pre-dated Checks shall be
processed in the regular course.
5. NRTC shall repair the Check where Magnetic
Ink Character Recognition ("NHCR") lines are
damaged and thereafter shall process it in
the regular course.
63
6. Foreign checks drawn in U.S. dollars shall
be processed in the regular course.
7. Multiple-party Checks where the original
payee specifies the person to whom or to
whose order the Check is payable and where
the other payees have properly endorsed the
check by signature shall be processed in the
regular course.
e. Unprocessable Items. The following types of items
shall be deemed unprocessable ("Unprocessable Items") and shall require further
handling by Member:
1. Canceled Checks.
2. Checks written in pencil.
3. Improperly endorsed multiple party Checks.
4. Checks where all information is left blank.
5. Checks where both the numerical and the
written amounts are left blank.
f. Exception Remittances. The following items shall be
deemed exceptions ("Exception Remittance(s)") and shall be processed using
NRTC's standard Exception Remittance processing methodology:
1. OCR Rejections. Exception Remittances shall
include OCR rejections in excess of 15% of
aggregate Remittances per month, excluding
however, any documents which NRTC chooses to
print the OCR scan lines.
2. Odd Payments. Any Remittance where the total
amount of the Check(s) in the Remittance
Envelope does not match the corresponding
amount on the accompanying Billing Documents
by $5.00 or more. NRTC may change the dollar
discrepancy amount whereby a Remittance is
included as an Exception Remittance in its
sole discretion.
3. Foreign Checks. Any foreign Checks drawn in
foreign currency. Such foreign checks shall
require further handling by NRTC.
g. Errors. The number of Errors shall not exceed 0.8
Errors per 10,000 Remittances received, processed, deposited or otherwise
handled by NRTC. "Error(s)" means any failure by NRTC to comply with those RPC
Obligations set forth in this Exhibit K. NRTC shall correct any and all Errors
within 24 hours after either: (a) NRTC knows or has reason to know of such
Errors or (b) Member notifies NRTC of the Errors.
64
h. Correspondence. NRTC shall separate change of
address information from all other correspondence (miscellaneous customer
letters, messages, notes and any remittance documents with customer written
comments not pertaining to address changes). NRTC shall forward on a timely
basis all such correspondence to Member.
i. Check Photocopy Requests. Member may request a
facsimile of Checks and Billing Documents and other documents contained in a
Remittance Envelope as archived on microfilm or paper. If Member provides a
document identification number ("DIN") and processing date for each item of
which it wishes a facsimile, then NRTC shall provide to Member the printed
facsimiles) as soon as reasonably possible. If Member does not provide a DIN
and processing date for each item of which it wishes a facsimile, then NRTC
shall provide timely to Member the printed facsimiles) as available.
j. RPC Obligation Performance. NRTC will use its
reasonable best efforts to ensure that any and all contractors and/or
subcontractors perform in compliance with this Exhibit K, including,
transitions to alternate contractors or subcontractors, if necessary. In the
event of any nonperformance by any contractors or subcontractors, NRTC will
enforce all remedies available to it under all contracts with such contractors
or subcontractors for the benefit of NRTC and its Members. If NRTC breaches or
fails to perform any material RPC Obligation, Member may in its sole discretion
and upon thirty (30) days written notice to NRTC, including therein a ten (10)
day period for NRTC to cure. immediately change to the Member Remittance System
described in Exhibit K-1 of this Agreement, and, under such circumstances such
change shall be deemed to have been made in accordance with Sections 3(c)(1)
and (2) of the Agreement.
65
By electing below and returning this form to NRTC, Member
elects to use the collection and remittance process or methodology ordinarily
and customarily used by Member ("Member Remittance System") to collect and
process Subscriber payments. Member shall make this election by placing a
check ▇▇▇▇ and the initials of Member's authorized representative as set forth
below:
▇▇▇▇ Initials
Member Remittance System
---- -----------
Member Name:
-------------------------
Address:
-----------------------------
--------------------------------------
Contact Name:
------------------------
Today's Date:
------------------------
Requested Effective Date:
-------------
66
SCHEDULE I
NRTC Member Agreements:
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and TV Tennessee, Inc. (formerly Rural TV Tennessee, Inc.)
dated July 12, 1993, as amended, and assigned to the Company pursuant
to an Application for Assignment effective as of November 20, 1996.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and TV Tennessee, Inc. (formerly Rural TV Tennessee, Inc.)
dated July 12, 1993, as amended, assigned to Aurora Cable TV, Inc.,
pursuant to an Application for Assignment effective as of June 30,
1996, and assigned to the Company pursuant to an Application for
Assignment effective as of November 15, 1996.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and ▇▇▇▇▇ Telephone Company, Inc. dated October 16, 1992,
as amended, assigned to Images DBS Kansas, LLC pursuant to an
Application for Assignment dated as of May 23, 1994, and assigned to
the Company pursuant to an Application for Assignment effective as of
February 12, 1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and ▇▇▇▇▇ Telephone Company, Inc. dated October 16, 1992,
as amended, assigned to Images DBS Oklahoma, LLC pursuant to an
Application for Assignment dated as of May 23, 1994, and assigned to
the Company pursuant to an Application for Assignment effective as of
February 12, 1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Direct Satellite TV, Limited dated June 3, 1993, as
amended, and assigned to the Company pursuant to an Application for
Assignment effective as of February 19, 1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Thunderbolt Systems, Inc. dated August 10, 1992, as
amended, and assigned to the Company pursuant to an Application for
Partial Assignment effective as of March 11, 1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Deep East Texas Telecommunications, Inc. dated April
30, 1993, as amended and assigned to the Company pursuant to an
Application for Assignment effective as of April 11, 1997.
67
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Hickory Tech Corporation dated July 23, 1993, as
amended and assigned to the Company pursuant to an Application for
Assignment effective as of July 15, 1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Western Montana DBS, Inc., d/b/a Rocky Mountain DBS,
dated May 4, 1993, as amended, and assigned to the Company pursuant to
a Partial Application for Assignment effective as of May 1, 1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Coast Satellite TV dated December 16, 1992, as
amended, assigned to TEG - DBS Services, Inc. pursuant to an
Application for Assignment dated as of November 23, 1994 and assigned
to the Company pursuant to an Application for Assignment effective as
of June 12, 1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and GVEC Rural; TV, Inc. dated July 8, 1997, as amended
and assigned to the Company pursuant to an Application for Assignment
effective as of July 8, 1997.
NRTC/Member Agreements for Marketing and Distribution of DBS Services
between NRTC and Argos Support Services Company, formerly Argos Direct
Broadcast Satellite Services dated July 16, 1994 and October 20, 1994,
as amended and assigned to the Company pursuant to an Application for
Assignment effective as of August 8, 1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Satellite Entertainment, Inc. dated January 29, 1993,
as amended and assigned to the Company pursuant to an Application for
Assignment effective as of July 14, 1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and ▇▇▇▇▇▇▇ Electric Cooperation, Inc. dated August 19,
1992, as amended, assigned to the Company pursuant to an Application
for Assignment effective as of August 26, 1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Gardonville Systems, Inc. d/b/a Lakes Area TV dated
September 30, 1992, as amended, assigned to the Company pursuant to an
Application for Assignment effective as of September 2, 1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and DBS, LC dated July 13, 1993, as amended, assigned to
the Company pursuant to an Application for Assignment effective as of
November 17, 1997.
68
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and ▇▇▇▇ County Electric Cooperative, Inc. dated September
30, 1992, as amended, assigned to the DCE Satellite Entertainment, LLC
pursuant to an Application for Assignment effective as of October 14,
1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and CTS Communications Corporation dated December 4, 1992,
as amended, assigned to the Company pursuant to an Application for
Assignment effective as of November 7, 1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Panora Telecommunications, Inc. dated September 24,
1992, as amended, assigned to the Company pursuant to an Application
for Assignment effective as of November 20, 1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Souris River Telecommunications Cooperative dated July
1, 1992, as amended, assigned to the Company pursuant to an Application
for Assignment effective as of November 21, 1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Cal-Ore Digital TV, Inc. dated July 29, 1993, as
amended, assigned to the Company pursuant to an Application for
Assignment effective as of December 9, 1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Cable & Communications Corporation and Mid-Rivers
Telephone Cooperative, Inc. dated June 3, 1992, as amended, assigned to
the Company pursuant to an Application for Assignment effective as of
December 24, 1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Missoula Electric Cooperative, Inc. dated November 17,
1992, as amended, assigned to the Company pursuant to an Application
for Assignment effective as of December 22, 1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Lakeland DBS, Inc. dated October 30, 1992, as amended,
assigned to the Company pursuant to an Application for Assignment
effective as of December 29, 1997.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Nemont Communications, Inc. dated July 6, 1992, as
amended, assigned to the Company pursuant to an Application for
Assignment effective as of January 14, 1998.
69
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Triangle Communication System, Inc. dated June 8,
1992, as amended, assigned to the Company pursuant to an Application
for Assignment effective as of January 20, 1998.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Wyoming Mutual Telephone Company dated December 2,
1992, as amended, assigned to the Company pursuant to an Application
for Assignment effective as of January 21, 1998.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Northwest Communications Cooperative dated June 29,
1992, as amended, assigned to the Company pursuant to an Application
for Assignment effective as of March 6, 1998.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and North Willamette Telecom, Inc. dated November 3, 1992,
as amended, assigned to the Company pursuant to an Application for
Assignment effective as of March 10, 1998.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and Beulahland Communications, Inc. d/b/a Sangre De Cristo
DBS dated June 8, 1992, as amended, assigned to the Company pursuant to
an Application for Assignment effective as of March 19, 1998.
NRTC/Member Agreement for Marketing and Distribution of DBS Services
between NRTC and SCS Communications & Security, Inc. dated January 1,
1993, as amended, assigned to the Company pursuant to an Application
for Assignment effective as of April 21, 1998.
