Exhibit 10.6
C-4 SATELLITE PREEMPTIBLE TRANSPONDER SERVICE AND
RESTORATION
SERVICES AGREEMENT
BETWEEN
GE AMERICAN COMMUNICATIONS, INC.
AND
GLOBAL SHOPPING NETWORK
REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN ***
AND HAVE RECEIVED CONFIDENTIAL TREATMENT PURSUANT TO
RULE 406(b) UNDER THE SECURITIES ACT
Contract No. C49601
C-4 SATELLITE PREEMPTIBLE TRANSPONDER SERVICE AND
-------------------------------------------------
RESTORATION SERVICES AGREEMENT
------------------------------
THIS AGREEMENT, is made and entered effective the ____ day of ________,
1996, between GE AMERICAN COMMUNICATIONS, INC., a corporation organized under
the laws of Delaware and having its principal place of business at Four ▇▇▇▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇ ("GE Americom") and GLOBAL SHOPPING
NETWORK, INC., a corporation organized under the laws of Delaware and having its
principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
("Customer").
WITNESSETH:
WHEREAS, GE Americom desires to provide to Customer and Customer desires to
take from GE Americom preemptible transponder service on a certain transponder
on a communications satellite designated "C-4"; and
WHEREAS, Customer desires to take and GE Americom desires to provide to
Customer certain restoration services in the event that Customer's service on
the preemptible transponder fails or is preempted; and
WHEREAS, the Parties desire to define the terms and conditions under which
the service will be provided;
NOW, THEREFORE, the Parties, in consideration of the mutual covenants
herein expressed, agree with each other as follows:
2
ARTICLE 1. DEFINITIONS
As used in this Agreement:
A. "Agreement" means this C-4 Satellite Preemptible Transponder Service and
Restoration Services Agreement and the Attachments hereto.
B. "C-4" means a domestic communications spacecraft designed to have twenty-
four (24) transponders, each of which has no less than sixteen (16) ▇▇▇▇▇ of
power, and a spare transponder amplifier arrangement of eight (8) for six (6),
currently operated by GE Americom at the 135(degree) ▇.▇. orbital location.
C. "Commercially Operational" means a Satellite or a transponder which is
capable of carrying video and associated audio traffic with the parameters as
described in the Transponder Performance Specifications, and which is not
Commercially Unusable.
D. "Commercially Unusable" means a condition in which the Satellite so fails
to conform to its design specifications or any Transponder so fails to conform
to the Transponder Performance Specifications as to render use of the Satellite
or Transponder, as the case may be, impractical in the exercise of reasonable
business judgment.
E. "Contract Date" means, as to each service or transponder on the Satellite,
the first date on which a binding agreement for the taking of such service or
purchase of such transponder has been executed by both the customer and GE
Americom. Notwithstanding the foregoing, any service provided to the United
States government or any department or agency thereof, whether through a prime
contract or a subcontract shall be deemed to have a prior Contract Date.
3
F. "Contract Order" means (1) in order from the earliest Contract Date to the
latest Contract Date or (2) if order is to be determined among more than one
class of service, first in order from the earliest Contract Date to the latest
Contract Date among Protected Services, second in such order among
Non-Preemptible Services, and last in such order among Preemptible Services.
G. "Customer's Designees" has the meaning specified in Article 7.A.
H. "Earth Station" means the antennas and associated ground facilities
equipment used to transmit telecommunications signals via a communications
satellite in space.
I. "End-of-Life" or "EOL" means the first to occur of the following: when in
GE Americom's reasonable judgment (1) the Satellite should be taken out of
service because of lack of fuel, or (2) the Satellite has become a Failed
Satellite.
J. "Failed Satellite" or "Satellite Failure" means a satellite: (1) on which
one or more of the basic subsystems fail, rendering the satellite Commercially
Unusable or on which more than twelve (12) transponders are transponder
failures, and (2) which GE Americom has declared a failure.
K. "Failed Transponder" or "Transponder Failure" means, with respect to any
Transponder used by Customer under this Agreement, any of the following events:
1. If such Transponder fails to meet the Transponder Performance
Specifications in any material respect for any period of five (5) consecutive
days.
2. Twenty (20) or more "Outage Units" shall occur within any ninety (90)
consecutive days (an Outage Unit being an interruption of such Transponder of
fifteen (15) minutes or more,
4
except that interruptions caused by double illumination of the Transponder(s)
used by Customer shall not be considered an outage unit for purposes of
determining Transponder Failure).
3. Such Transponder shall fail to meet the Transponder Performance
Specifications in any material respect for any period of time under
circumstances that make it clearly ascertainable or predictable that either
failure set forth in Paragraphs (1) or (2) will occur.
4. Any other event resulting in such Transponder being rendered
Commercially Unusable.
L. "Fully Protected Service" or "Fully Protected Transponder" means a
satellite service or transponder that, if restoration thereof is needed as a
result of a satellite failure, or as a result of a transponder failure under
circumstances in which no Protection Transponder is available, on the satellite
on which such satellite service or transponder is located, is entitled to
restoration, subject to availability of facilities and to the conditions of the
applicable contract, on another satellite.
M. "Launch Failure" means a Satellite Failure or transponder failure which
occurs after the first intentional ignition of the launch vehicle and before the
satellite becomes Commercially Operational.
N. "Interruption" or "Outage" means any period during which a Transponder
fails to meet the Transponder Performance Specifications and such circumstances
preclude the use of the Transponder for its intended purpose.
O. "Non-Preemptible Service" or "Non-Preemptible Transponder" means a
satellite service or transponder that may not be preempted to restore another
service or transponder and that is itself entitled to be restored to a
Replacement Transponder, if available, on a first needed/first served basis.
5
A Non-Preemptible Service or NonPreemptible Transponder is not entitled to
preempt a Preemptible Service or Preemptible Transponder.
P. "Notice of Availability" as the meaning set forth in Article 19.D. hereof.
Q. "Party" means one of the signatories to this Agreement.
R. "Preemptible Transponder" means a transponder that may be preempted at any
time to restore (1) another transponder which is entitled to protection and
which becomes a transponder failure, (2) a Satellite Failure, or (3) other
service offerings of GE Americom, including construction; delay protection and
launch protection.
S. "Projected Termination Date" has the meaning set forth in Article 4.
hereof.
T. "Protected Service" or "Protected Transponder" means a service or
transponder which is entitled to preempt a Preemptible Service or Preemptible
Transponder. A Protected Service may be a Transponder Protected Service or a
Fully Protected Service.
U. "Replacement Transponder" means an available spare transponder amplifier
and its associated components, which is accessible for purposes of restoration
and which is capable of carrying video and associated audio traffic within the
parameters as described in the Transponder Performance Specifications and which
is not Commercially Unusable.
V. "Restoration Services" means Customer's right to be restored in accordance
with Article 8.E. hereof.
6
W. "Reverse Contract Order" means in the opposite order from Contract Order.
X. "Satellite" means C-4, or in the context of restoration Services provided
to Customer under Article 8.E. either Satcom C-1 or Satcom Spacenet III. When
used in the lower case, "satellite" means a domestic communications satellite
operating in C-band (4/6 Ghz).
Y. "Termination Value" means the net present value as of the date of
termination of this Agreement of the remaining unpaid service charges payable
hereunder, computed as if this Agreement remained in effect until the Projected
Termination Date, utilizing a discount rate equal to **************************
*******************************************************************************
per annum, plus late payment charges on such amount from the date of termination
until payment in full, computed as provided in Article 3.B.
Z. "Transponder" means a radio frequency transmission channel on C-4, having a
nominal bandwidth of 36 MHz, used to provide service to Customer pursuant to the
terms of this Agreement. When used in the lower case, "transponder" means a
radio frequency transmission channel on a domestic communications satellite
operating in C-band.
A-A. "Transponder-Protected Service" or "Transponder-Protected Transponder"
means a transponder which will be restored if, at the time it becomes a
transponder failure, a Protection Transponder is available on the same
Satellite. A Transponder-Protected Transponder may not be preempted to restore
another service or transponder, but will not be restored if the Satellite on
which it resides becomes a Satellite Failure.
B-B. "Transponder Performance Specifications" means the specifications for the
performance of the Transponder set forth in Attachment A.
7
C-C. "TT&C Services" or "TT&C" means tracking, telemetry and control services
for C-4 provided by GE Americom, including periodic stationkeeping and attitude
control maneuvers, power management and fuel management. TT&C Services will be
provided from GE Americom's facilities in ▇▇▇▇▇▇ Valley, New Jersey or South
Mountain, California, or such other locations as GE Americom may determine.
D-D. "Video Services" means video and related services that are delivered
primarily to cable television systems, satellite master antenna television
systems, multipoint multichannel distribution systems, "backyard" television
receive-only facilities and functionally similar technologies; provided,
however, that the utilization of a transponder, during the period such
transponder is being utilized for the delivery of the video and related services
described above in this definition, for the simultaneous transmission of other
signals multiplexed upon, or otherwise combined with, such video and related
services, including without limitation, additional audio or data subcarriers,
data transmission within the vertical blanking interval and subaudible tones
superimposed on audio channels, shall be permissible and considered to
constitute "Video Services."
E-E. "Users Guide" means the Commercial Operations System Users Guide attached
to this Agreement as Attachment B, as such may be amended from time to time for
technical or operational reasons upon written notice to Customer.
ARTICLE 2. SCOPE
A. GE Americom agrees to provide Preemptible Service to Customer, and Customer
agrees to take such service from GE Americom, in accordance with the terms and
conditions set forth in this Agreement, on one (1) Transponder on C-4. The
Preemptible Service will be provided on C-4, Transponder number 12. The
transponder assignment may be changed by GE Americom at any time
8
to prevent interference by or to Customer's transponder service or under
circumstances involving restoration of a Failed Satellite or failed
transponder(s). In addition, GE Americom agrees to provide and Customer agrees
to take the Restoration Services set forth in Article 8.E. hereof.
B. Technical performance criteria for the C-4 Transponder are contained in the
Transponder Performance Specifications contained in Attachment A hereto.
C. The Parties recognize that authority to position and/or operate the
Satellite is needed from the FCC and that GE Americom's ability to perform is
subject to such FCC authority. GE Americom will proceed in good faith to obtain
and continue in effect all FCC and other governmental and regulatory
authorizations, approvals, licenses and permits which it requires to meet its
obligations hereunder.
ARTICLE 3. PRICE AND PAYMENT
A. Customer shall pay a monthly service charge (the "Monthly Service Charge")
of ****************************************************************************
*******************************************************************************
per month for full-time Preemptible Service on one (1) Transponder on C-4
provided hereunder, which charges include all TT&C charges, and all charges for
the Restoration Services provided by GE Americom in accordance with Article 8 E.
hereof. In the event that Customer takes Preemptible Service on one (1)
Transponder on Satcom C-1 or Satcom Spacenet III in accordance with Article 8.E.
hereof Customer shall pay the Monthly Service Charge of*************************
********************************************************************************
per month for full-time Preemptible Service, which charges include all TT&C
charges. Customer shall pay GE Americom the Monthly Recurring Charges set forth
above on the first day of each calendar month during the Service Term.
9
B. GE Americom will render bills to Customer thirty (30) days prior to the due
date for payment of amounts owing from Customer to GE Americom under this
Agreement, which due date shall be the first day of the month. GE Americom will
assess a late payment charge of ************************************************
********************************************************************************
percent per month, or **********************************************************
********************************************************************************
percent per day, compounded monthly on payments not received by the payment due
date; provided, that such late payment charges shall in no event exceed the
highest rate or amount permitted by applicable law. If charges based on a
monthly rate cover a period which does not commence on the first day of a month
or end on the last day of a month, the monthly rate for the fractional part of
the month shall be calculated at a daily rate of********************************
********************************************************************************
the monthly service charge.
C. GE Americom's failure to ▇▇▇▇ or delay in billing Customer for any charge
due under this Agreement shall not relieve Customer of its obligation to pay the
same on a timely basis or of its obligation to pay interest in the event of late
payment. In addition to any other right GE Americom may have under this
Agreement, GE Americom may suspend the provision of service to Customer on
twenty-four (24) hours' notice for failure to pay any sums due GE Americom.
D. Unless otherwise agreed in writing by the Party entitled to payment, all
transfers of funds in accordance with this Agreement from one Party to the other
shall be sent by wire transfer of immediately available funds to an account
designated by the transferee, and shall be deemed to be made upon receipt. The
wire transfer instructions for payments due and owing to GE Americom under this
Agreement are as follows:
Deposit to GECC/Americom account no.: ▇▇-▇▇▇-▇▇▇
c/o Bankers Trust Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
10
ABA No. ▇▇▇-▇▇▇-▇▇▇
E. Customer shall provide GE Americom with a security deposit (the "Security
Deposit") of *******************************************************************
********************************************************************************
payable as set forth below. The first portion of the Security Deposit (the
"First Portion") shall be ******************************************************
********************************************************************************
payable in cash in accordance with Article 3.D. above, to GE Americom within
three (3) business days after delivery of the Notice of Availability from GE
Americom to Customer in accordance with Article 16.B. hereof. The second portion
of the Security Deposit (the "Second Portion")shall be ************************
********************************************************************************
,payable at Customer's option, either (i) in cash in accordance with Article
3.D. above, or (ii) by delivery of the Letter of Credit (as defined below), on
or before August 1, 1996. The letter of credit (the "Letter of Credit") shall be
irrevocable, issued in the aggregate amount of *********************************
********************************************************************************
, by a financial institution satisfactory to GE Americom, in its sole
discretion, in favor of GE Americom in the form of Attachment C hereto, have an
expiration date no earlier than the fifth anniversary of the commencement of the
Service Term under Article 4. So long as a default under or breach of this
Agreement by Customer does not exist or is not continuing, the Security Deposit
shall be applied as a credit against Monthly Service Charge due to GE Americom
from Customer as follows:
1. The First Portion shall be applied by GE Americom against the Monthly
Service Charge due and payable by Customer for the first full month of the
Service Term; and
2. **********************************************************************
*******************************************************************************
percent of the Second Portion shall be applied by GE Americom against the
Monthly Service Charge due and payable by Customer for the twenty fourth (24th)
month of the Service Term; and
3. The remainder of the Second Portion shall be applied by GE Americom
against the Monthly Service Charge due and payable by Customer for the forty
eighth (48th) month of the Service Term.
11
In the event that Customer elects to pay the Second Portion of the Security
Deposit by delivery of the Letter of Credit, GE Americom shall be entitled to
draw upon the Letter of Credit and receive payment thereunder on the earliest of
(i) the due date for payment of the Monthly Service Charge for the twenty fourth
(24th) month of the Service Term; (ii) the occurrence of a breach of or default
under by Customer of any of its obligations under this Agreement; or (iii) a
termination of this Agreement by GE Americom pursuant to Article 7.C. The
Security Deposit, and the Letter of Credit, shall be nonrefundable except as
specified in Article 17.D. hereof.
ARTICLE 4. SERVICE TERM
A. The term for Preemptible Service on the Satellite (the "Service Term")
provided under this Agreement ("Service Term") shall commence on the later of
(i) November 1, 1996, or (ii) four (4) weeks after GE Americom has notified
Customer that the communications satellite designated as "GE- 1" is Commercially
Operational; provided, that the Service Term shall commence no later than
--------
January 1, 1997. The Service Term shall end on the earliest of (i) the E-O-L of
the Satellite on which Customer is then taking service, or the date on which the
Satellite that Customer is then taking service becomes a Failed Satellite; (ii)
the date the Transponder on which service is provided to Customer hereunder is
preempted or becomes a Transponder Failure and GE Americom cannot provide
Customer with the Restoration Services in accordance with Article 8.E. hereof,
unless within seven (7) days thereafter GE Americom provides service on another
Transponder on the Satellite or on alternate facilities acceptable to Customer
(provided, that if GE Americom offers and Customer accepts such alternate
facilities on terms different from those specified in this Agreement, use of
such alternate facilities by Customer shall be subject to the terms on which
such facilities are offered); or (iii) December 31, 2004 (the "Projected
Termination Date").
ARTICLE 5. TAXES
12
Prices are exclusive of all taxes, duties, users fees and similar charges.
Customer shall pay directly, or reimburse GE Americom, for all taxes, duties,
users fees and similar charges, including any privilege or excise taxes based on
gross revenue, pertaining to the Transponder on which service is provided to
Customer. GE Americom shall notify Customer of any demand by any taxing
authority of which GE Americom has knowledge in connection with a tax audit or
otherwise for payment of any of the taxes, duties, users fees or similar charges
for which Customer is liable under this Article 5. Customer may participate, at
its expense, in any proceedings or tax audits brought against GE Americom by any
taxing authority in connection with Customer's Transponder, the outcome of which
may affect Customer's tax liability hereunder. Customer may pay such taxes,
duties or users fees for which it is responsible in such installments and in
such manner as would be available to GE Americom.
ARTICLE 6. SATELLITE LOCATION
C-4 is currently positioned at the 135(degree) ▇.▇. orbital location;
Satcom C-1 is currently positioned at the 137(degree) (▇.▇. orbital location and
Satcom Spacenet III is currently positioned at the 87(degree) ▇.▇. GE Americom
assumes no liability or obligation to Customer, except as expressly set forth in
this Agreement, in the event that any of C-4, Satcom C-1 and/or Satcom Spacenet
III are positioned at orbital locations other than as specified above.
ARTICLE 7. USE OF SERVICE
A. C-4 is intended to be used as a major cable television programming
satellite by cable services to distribute their programming to their affiliated
cable systems.
B. Customer agrees that it only will use the service on the Transponder on C-4
13
provided under this Agreement for the transmission of the primary feed of its
principal cable programming service. If, after Customer commences use of the
service on the Transponder on C-4, Customer determines to use multiple feeds for
its principal cable programming service, e.g., separate East and West feeds, and
all such feeds are not placed on GE Americom's satellites, service on the
Transponder on C-4 shall be used for the feed serving the largest number of
cable subscribers.
C. In no event shall service on the Transponder on C-4 be used except for the
transmission of Video Services.
D. Customer shall not assign, transfer or sublease its rights or obligations
under this Agreement, in whole or in part, without first obtaining GE Americom's
written consent to such assignment, transfer, or sublease which consent shall
not be unreasonably withheld; provided, that the prospective assignee,
--------
transferee or sublessee is a cable programmer that will use the service on the
Transponder on C-4 for the transmission of a primary feed of its principal cable
programming service; and provided, further, in any event, that such assignee,
-------- -------
transferee or sublessee, as the case may be, furnishes evidence satisfactory to
GE Americom to establish its ability to meet Customer's financial commitments
and other obligations hereunder.
E. Customer hereby agrees that any other user of the a satellite on which
Customer's transponder service is provided shall be a third-party beneficiary of
the provisions of this Article 7, and shall have the right to enforce, as a
third-party beneficiary, the use restrictions contained in this Article 7,
against Customer or Customer's Designees directly or may join with GE Americom
in bringing action against Customer or Customer's Designees for violation of the
use restrictions contained in this Article 7.
14
F. Customer agrees that it will not itself use GE Americom's satellites,
transponders, facilities, services or equipment, and will not authorize or
permit others, including without limitation its assignees, affiliates,
successors, subcontractors, transferees or sublessees (collectively, "Customer's
Designees"), to use GE Americom's satellites, transponders, facilities, services
or equipment for any unlawful purpose, to transmit unlawful communications of
any nature or otherwise in violation of applicable law. Any such use shall be
grounds for immediate termination of service.
G. Customer shall provide GE Americom with seven (7) days advance notice of
any third party use of the services provided hereunder and of the identity of
such third party. Should Customer resell any service provided hereunder or
otherwise permit use of such service by any third party or parties, Customer
shall be a guarantor of compliance by each such third party with all the terms
of this Agreement, including without limitation the Users Guide, and any breach
by any such third party shall be deemed to have been committed by Customer. GE
Americom reserves the right to charge Customer a fee for any technical
consultation, scheduling or other support services provided to end-users using
the service provided Customer under this Agreement.
ARTICLE 8. PREEMPTION AND RESTORATION SERVICES
A. Preemptible Transponders, including Customer's Transponder, are maintained
as protection and restoration for purposes of (i) restoring transponders
entitled to protection which become failures, (ii) restoring Satellite Failures,
(iii) protecting against Launch Failures and construction and launch delays for
satellites owned by GE Americom or by third parties; and (iv) providing
protection for other service offerings of GE Americom. Customer's service on a
Preemptible Transponder may be preempted at any time for the reasons stated in
this Article 8.
15
B. Any rights Customer may have to use a Preemptible Transponder shall
immediately terminate upon notice from GE Americom stating that such Preemptible
Transponder is being preempted ("Notice of Preemption") and Customer shall
immediately cease using the service on the Preemptible Transponder. If Customer
fails to vacate the Preemptible Transponder immediately after being given Notice
of Preemption, GE Americom may, without further notice to Customer, take
appropriate action to bring down Customer's signal. In such an event, Customer
shall be responsible for any and all costs and expenses incurred by GE Americom
including without limitation any attorneys' fees and expenses, in removing
Customer's signal and recovering the transponder.
C. GE Americom, where technically and operationally feasible, will preempt
Preemptible Transponders in Reverse Contract Order.
D. Customer's service on a Preemptible Transponder shall not be entitled
to any protection or restoration service, other than the Restoration Services
specified below in this Article 8.E.
E. In the event that Customer's service on the Preemptible Transponder on
C-4 becomes a Failed Transponder, GE Americom will use all reasonable efforts,
consistent with protecting the Satellite and the need to coordinate substitution
of transponders with all of the services provided thereon, to restore Customer's
service as quickly as practicable after the occurrence of the Transponder
Failure, on a first-needed/first-served basis to provide Customer with service
on a Replacement Transponder on C-4, if one is available at the time of such
Transponder Failure. If Customer's service on the Preemptible Transponder
becomes a Failed Transponder and GE Americom cannot make a Replacement
Transponder a C-4 available, or if Customer's Preemptible Transponder is
preempted and in any case, subject to availability, Customer shall be restored
either to (i) an unassigned Transponder on Satcom C-1, or the Preemptible
Transponder designated by GE Americom for
16
occasional services on Satcom C-1; or (ii) an unassigned Transponder or
Preemptible Transponder on Satcom Spacenet III, if any such transponder is
available at the time of such preemption or Transponder Failure on C-4. The
Transponder Performance Specifications for the particular transponder and
Satellite on which GE Americom provides the Restoration Services to Customer
shall be substituted at that time in place of the Transponder performance
Specifications set forth in Attachment A for C-4. Customer service once restored
on Satcom C-1 or Satcom Spacenet III shall remain Preemptible Service, and
Customer shall not be entitled to any further Restoration Services. Customer
acknowledges and agrees that the Restoration Services provided hereunder are
subject to availability and GE Americom shall have no further liability or
obligation to Customer if Restoration Services are not available at the time
that Customer's service on C-4 is preempted or becomes a Failed Transponder
other than as provided in Article 17.D. hereof.
F. In addition, in the event that the Preemptible Transponder on C-4 is
not available for Customer on January 1, 1997 because of a delay in the Launch
of or the Launch Failure of the communications satellite known as "Satcom GE-1"
to be operated by GE Americom, GE Americom shall provide Customer with
Preemptible Service on the Preemptible Transponder designated by GE Americom for
occasional service on Satcom C-1, if such transponder is then available. In the
event that GE Americom does make such service on Satcom C-1 available to
Customer, then Customer hereby acknowledges and agrees that (i) the January 1,
1997 end date for commencement of the Service Term shall not be applicable, and
(ii) Customer takes service on C-4 as described herein at such time as GE
Americom is able to provide Customer with Preemptible Service on C-4.
G. For purposes of this Agreement, the terms "transponder failure,"
"satellite failure," "construction delay," and "launch delay," when used in the
lower case, have the same meanings as apply to the particular affected
transponder.
17
ARTICLE 9. SATELLITE SYSTEM AND AUTHORIZATION
A. GE Americom shall have sole and exclusive control and operation of each
of C-4, Satcom C-1 and Satcom Spacenet III. If circumstances occur which in GE
Americom's reasonable judgment pose a threat to the stable operation of any of
such Satellites, GE Americom shall have the right to take appropriate action to
protect such Satellite, including discontinuance or suspension of operation of
such Satellite, Customer's Transponder or any other transponder, without any
liability to Customer, except as expressly provided in Article 13 and Article 17
of this Agreement. GE Americom shall give Customer as much notice as possible of
any such discontinuance or suspension.
B. The orbital location and operation of each of C-4, Satcom C-1 and
Satcom Spacenet III and GE Americom's satellite system are subject to all
applicable laws and regulations, including without limitation, the
Communications Act of 1934, as amended, and the Rules and Regulations of the
FCC. Both Parties shall comply with all such applicable laws and regulations.
ARTICLE 10. OPERATING PROCEDURES
A. Customer agrees to abide by and adhere to the satellite access
procedures in the Users Guide set forth in Attachment B of this Agreement. In
the event of any failure of Customer or any of Customer's Designees to comply
with such operating procedures or operation by Customer or any of Customer's
Designees of its Transponder interferes with GE Americom's other satellite
services, or with the use of other transponders, Customer agrees to discontinue
such interfering operation immediately upon discovery of or receiving notice
from GE Americom of the interference. In the event of failure to discontinue, GE
Americom may take such action reasonable and necessary in the circumstances to
eliminate such interference, including suspending Customer's use of its
Transponder, without any liability for loss or damage whatsoever, until such
time as Customer is able to operate In a non-interfering manner.
18
B. When signals are being transmitted from a Customer-provided Earth
Station, Customer shall be responsible for proper illumination of the
Transponder. Should improper operation be detected by GE Americom, Customer will
be notified of this and corrective action must be taken immediately, Customer
will pay to GE Americom, as liquidated damages, ********************************
********************************************************************************
for each minute improper operation continues after Customer has been notified by
GE Americom of the improper operation, provided that, if Customer discovers the
improper operation prior to the time GE Americom notifies Customer, the duration
of the improper operation shall be measured from the time of discovery. In
addition to the foregoing, GE Americom may terminate this Agreement pursuant to
Article 17.C.3. hereof.
C. Earth Station and other equipment furnished by Customer shall be so
constructed, maintained and operated as to work properly with GE Americom's
facilities. Customer shall provide, at its expense, the personnel, power and
space required to operate all facilities installed on the premises of Customer.
Customer shall ensure the presence of a qualified technician knowledgeable in
satellite uplinking at its transmitter locations at all times when signals are
being transmitted from any of its Earth Stations to any GE Americom satellite or
GE Americom-provided transponder. Customer at its expense shall provide GE
Americom with any descrambling or decoding devices which may be required for
signal monitoring. The foregoing shall apply to any of Customer's Designees.
D. Satellite access specifications are set forth in Attachment B. Customer
agrees to conform its uplink Earth Station transmissions to the specifications
in the Users Guide. In addition, at a mutually agreed to time, and prior to
transmitting from a Customer-provided Earth Station, Customer shall contact GE
Americom's ▇▇▇▇▇▇ Valley, New Jersey communications technician and demonstrate
Customer's ability to perform in accordance with the access specifications. GE
Americom may, upon reasonable notice to Customer, make such inspections of
Customer's facilities accessing or operating in conjunction with the Transponder
as may be necessary to maintain the Satellite, the Transponders
19
or GE Americom's other facilities used in connection therewith, in satisfactory
operating condition. GE Americom will use reasonable efforts to schedule and
conduct such inspections so as not to disrupt the operation of Customer's
facilities.
ARTICLE 11. INDEMNIFICATION
A. Because Customer has control of the content of the communications
transmitted over the Transponder, during any period Customer accesses, any
Transponder, GE Americom, General Electric Company, each of their respective
affiliates and subsidiaries and each of their directors, officers, employees,
agents and representatives shall be indemnified and saved harmless, by Customer
from and against all loss, liability, damage and expense, including, but not
limited to reasonable counsel fees and disbursements and expert witness fees,
arising out of, related to or in connection with:
1. Claims for libel, slander, infringement of copyright or other
intellectual property rights arising from the material transmitted over any
Transponder by Customer or by Customer's Designees, by its customers or by any
third party permitted to use the Transponder by Customer; and
2. Any other claim arising from any use of the Transponder furnished by
GE Americom to Customer or Customer's Designees, by any customer of Customer or
by any third party permitted by Customer to use the Transponder.
B. Customer as the party obligated to provide indemnification pursuant to
this Article 11 (the "indemnitor") shall promptly defend any claims against the
Party entitled to indemnification from the indemnitor pursuant to this Article
11 (the "indemnitee") with counsel of the indemnitor's choosing at its own cost
and expense. The indemnitee shall cooperate with, and assist as reasonably
requested by, the indemnitor in the defense of any such claim, including the
settlement thereof on a basis stipulated by the indemnitor (with the indemnitor
being responsible for all costs and expenses of defending such
20
claim or making such settlement); provided, however, that (1) the indemnitor
will not, without the indemnitee's consent, settle or compromise any claim or
consent to any entry of judgment which does not include the giving by the
claimant or the plaintiff to the indemnitee of an unconditional release from all
liability with respect to such claim, (2) the indemnitee shall be entitled to
participate at its sole expense in the defense of any such claim and to employ
counsel at its own expense to assist in the handling of such claim, and (3) the
indemnitee shall have the right to pay, settle or compromise any such claim as
to itself, provided that in such event the indemnitor shall be relieved of any
liability or obligation which would otherwise then or thereafter have existed or
arisen under this Article 11 in respect of such claim.
ARTICLE 12. LIMITATION OF LIABILITY
A. No warranties, express, implied, or statutory, including any warranty
of merchantability or fitness for a particular purpose, apply to the service
provided hereunder or the equipment and facilities used to provide such service.
As a material condition of receiving service hereunder at the price specified
herein, and in regard to any and all causes arising out of or relating to this
Agreement, including but not limited or the use or operation of any of the
Satellites, the Transponder used to provide service to Customer hereunder, or of
other satellites, transponders, facilities, services or equipment furnished to
Customer by GE Americom, including but not limited to TT&C facilities or
services, or anything done in connection therewith, regardless of whether
occasioned by GE Americom's negligence, shall be limited to a refund or waiver
as the case may be, of the applicable charges under Article 3.A, for service for
any period after the commencement of the Service Term during which service is
not provided and any other applicable refund payable pursuant to Article 17.F.
This limitation shall not, however, affect Customer's entitlement to Restoration
Services, where applicable in accordance with Article 8.E, in the event of
preemption or Transponder Failure. Credits for Interruptions shall be determined
in accordance with Article 13.A.
21
B. GE Americom and its suppliers and subcontractors shall be not be
liable, in connection with this Agreement, or the arrangements contemplated
hereby, for any indirect, incidental, consequential, punitive, special or other
similar damages (whether in contract, tort, strict liability or under any other
theory of liability), including but not limited to costs of substitute services
or facilities, loss of actual or anticipated revenues or profits, loss of
business, customers or good will, or damages and expenses arising out of third
party claims. The foregoing exclusion shall apply even if GE Americom has been
advised of the possibility of such damages.
C. Neither party shall be liable, in connection with this Agreement, or
the arrangements contemplated hereby, for any indirect, incidental,
consequential, special or other similar damages, whether in contract or tort,
including but not limited to damages resulting from loss of actual or
anticipated revenues or profits, or loss of business, customers or good will,
strict liability or under any other theory of liability), including but not
limited to costs of substitute services or facilities, loss of actual or
anticipated revenues or profits, loss of business, customers or good will, or
damages and expenses arising out of third party claims. The foregoing exclusion
shall apply even if the Party against whom such damages are asserted has been
advised of the possibility of such damages.
D. GE Americom shall not be liable for any damages or losses due to: (1)
the fault of Customer or of any third party; or (2) the failure or
unavailability of satellites, transponders, facilities, services or equipment
furnished to Customer by any other entity which may be used in conjunction with
GE Americom's satellites, transponders, facilities, services or equipment, or
any act or omission of such other entity.
E. The Satellite or the Transponder shall not be used for an unlawful
purpose, and such unlawful use shall be grounds for immediate termination of
service.
22
F. It is agreed and understood that the price paid by Customer is a
consideration in limiting GE Americom's liability.
ARTICLE 13. CREDITS FOR INTERRUPTIONS OR OUTAGES
A. Where a credit for Interruptions or Outages is provided under this
Agreement, such credit shall be computed as set out in this Article 13.
B. The length of the Interruption shall be measured from the time Customer
notifies GE Americom of the Interruption. Such notice may be given by telephone
or electronic facsimile. For the purpose of calculating the credit, a month is
considered to have thirty (30) days.
1. Interruptions of 24 Hours or Less
---------------------------------
Credit for Interruptions will be allowed as follows:
Length of Interruption Credit
---------------------- ------
Less than 15 minutes None
15 mins. up to but not including 3 hours 1/10 day
3 hrs. up to but not including 6 hours 1/5 day
6 hrs. up to but not including 9 hours 2/5 day
9 hrs. up to but not including 12 hours 3/5 day
12 hrs. up to but not including 15 hours 4/5 day
15 hrs. up to 24 hrs. inclusive One day
Two or more Interruptions of fifteen (15) minutes or more, during any
period up to but not including three (3) hours, shall be considered as one
Interruption. Interruptions Over 24 Hours
2. Interruptions Over 24 Hours
---------------------------
Credit will be allowed in one-fifth (1/5) day multiples for each three
(3) hour period of Interruption or fraction thereof, no more than one full day's
credit will be allowed for any period of twenty four (24) hours.
23
C. An allowance will not be made where the Interruption is a result of, or
attributable in whole or in part, to:
(1.) Customer's negligence or willful acts, or the
negligence or willful acts of its officers, directors, agents, employees,
subsidiaries, parents, affiliates, customers and viewers, or any of them; or
(2.) The failure of local television channels or
transmission lines or equipment provided by Customer; or
(3.) The failure or nonperformance of any earth station
not provided by GE Americom; or
(4.) Any cause for which GE Americom otherwise is not
responsible under Articles 12 or 14.
ARTICLE 14. FORCE MAJEURE
A. Neither party shall be liable to the other for any failure of or delay
in performance hereunder due to causes beyond its reasonable control. These
causes include but are not limited to acts of God; fire, flood or other natural
catastrophes, the need to comply with any law or any rule, order, regulation or
direction of the United States Government, or of any other government, including
state and local governments having jurisdiction over either party, or of any
department, agency, commission, bureau, court or other instrumentality thereof,
or of any civil or military authority; national emergencies; insurrections;
riots; acts of war; quarantine restrictions; embargoes; or strikes, lockouts,
work stoppages or other labor difficulties.
B. The parties recognize that authority to position and/or operate C-4,
Satcom C-1 and Satcom Spacenet III Satellites are needed from the FCC and that
GE Americom's ability to perform is subject
24
to the holding of such FCC authority. GE Americom will proceed in good faith to
continue in effect all FCC and other governmental and regulatory authorizations,
approvals, licenses and permits which it requires to meet its obligations
hereunder.
ARTICLE 15. CONFIDENTIALITY AND NONDISCLOSURE
A. Customer may issue a public announcement of its plans to use the C-4
Satellite for distribution of its programming, appropriate for release to cable
television trade publications, the specific language and date of release of
which shall be agreed to in advance with GE Americom. Except as provided in the
preceding sentence, both Parties shall hold in strict confidence and neither
Party shall disclose to third parties the prices, payment terms, schedules,
protection arrangements, restoration provisions and other material terms and
conditions of this Agreement, without the prior written consent of the other
Party. The restrictions on disclosure to third parties shall apply to each
Party's parent, subsidiaries and affiliates (including their respective
employees, agents, representatives, independent auditors and legal counsel).
B. Customer hereby acknowledges that all information provided to Customer
related to the design and performance characteristics of each the Satellites,
and any subsystems or components thereof including the Transponder, is
confidential and proprietary and is not to be disclosed to third persons,
without the prior written consent of GE Americom.
C. To the extent that either Party discloses to the other any other
information which it considers proprietary, said Party shall identify such
information as proprietary when disclosing it to the other Party by marking it
clearly and conspicuously as proprietary information. Any proprietary disclosure
to either Party, if made orally, shall be promptly confirmed in writing and
identified as proprietary information, if the disclosing Party wishes to keep
such information proprietary under this
25
Agreement. Any such information disclosed under this Agreement shall be used by
the recipient thereof only in its performance under this Agreement. Neither
Party shall be liable for disclosure or use of such information marked as
proprietary information as provided above which:
1. is or becomes available to the public from a source other than the
receiving Party before or during the period of this Agreement;
2. is released without restrictions in writing by the disclosing Party;
3. is lawfully obtained by the receiving Party from a third party or
parties, not bound by an obligation of confidence;
4. is known by the receiving Party prior to such disclosure; or
5. is at any time developed by the receiving Party completely
independently of any such disclosure or disclosures from the disclosing Party.
D. Neither Party shall be liable for the inadvertent or accidental
disclosure of such information marked as proprietary, if such disclosure occurs
despite the exercising of the same degree of care as the receiving Party
normally takes to preserve and safeguard its own proprietary information;
provided that the receiving Party takes no less than reasonable care.
E. Neither Party shall be liable for the disclosure of any information which
it receives under this Agreement pursuant to judicial action or decree, or
pursuant to any requirement of any Government or any agency or department
thereof, having jurisdiction over such Party, provided that in the opinion of
counsel for such Party such disclosure is required; and provided, further that
such Party shall have given the other Party notice prior to such disclosure.
F. No license to the other Party, under any patents, is granted or implied
by conveying proprietary information or other information to that Party and none
of such information which may be
26
transmitted or exchanged by the respective Parties shall constitute any
representation, warranty, assurance, guaranty, or inducement by either Party to
the other with respect to the infringement of patents or other rights of others.
G. Neither Party shall issue a public notice or a news release concerning
this Agreement and the transactions contemplated hereby without the prior
approval of the other, which approval shall include the right to approve the
form, content and timing of any such release.
ARTICLE 16. NOTICES
A. Notice of Interruptions or Outages, or of other technical or operational
matters requiring immediate attention, may be given by telephone. GE Americom
will designate a point or points of contact where Customer may call on a
7 day-a-week, 24 hour-a-day basis. Any notice given verbally will be confirmed
in writing as soon as practicable thereafter pursuant to the procedures set out
in Article 16.B.
B. Except as otherwise provided in Article 16.A., all necessary notices,
demands, reports, orders and requests required hereunder to be given by one
Party to the other shall be in writing and deemed to be duly given on the same
business day if sent by electronic means (i.e., telex, electronic mail or
facsimile) or delivered by hand during the receiving Party's regular business
hours, or on the date of receipt if sent by pre-paid overnight, registered or
certified mail, and addressed as follows:
If to be given to Customer:
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President
Global Shopping Network
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
27
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
Phone (▇▇▇) ▇▇▇-▇▇▇▇
If to be given to GE Americom:
Vice President, Commercial Services
GE American Communications, Inc.
Four ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
Phone (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Director, Commercial Services
GE American Communications, Inc.
Four ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
Phone (▇▇▇) ▇▇▇-▇▇▇▇
C. Each Party may, on written notice to the other, specify another address
or individual to serve as a point of contact for that Party.
ARTICLE 17. TERMINATION
A. Either Party may terminate this Agreement within ninety (90) days after
it acquires knowledge of an event listed below and upon ten (10) days' prior
written notice of intent to terminate to the other Party:
1. If the FCC denies, revokes or suspends any authorization, approval,
license or permit required to position or operate the Satellite on which
Customer is taking service, or otherwise to provide service to Customer on the
terms and conditions contained in this Agreement, and GE Americom is unable to
obtain relief from the FCC's action enabling performance of GE Americom's
obligations hereunder within one hundred eighty (180) days of the FCC's action
becoming administratively final and not subject to further FCC review.
28
2. If the other Party is unable to perform its obligations under this
Agreement as a result of its becoming insolvent or the subject of insolvency
proceedings, including, without limitation, if the other Party shall be
judicially declared bankrupt or insolvent according to law, or if any assignment
shall be made of the property of the other Party for the benefit of creditors,
or if a receiver, conservator, trustee in bankruptcy or other similar officers
shall be appointed to take charge of all or any substantial part of the other
Party's property by a court of competent jurisdiction, or if a petition shall be
filed for the reorganization of the other Party under any provisions of the
Bankruptcy Code now or hereafter enacted, and such proceeding is not dismissed
within sixty (60) days after it is begun, or if the other Party shall file a
petition for such reorganization or for an arrangement under any provisions of
the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor
to settle, satisfy or extend the time for the payment of debts.
B. Customer may terminate this Agreement within ninety (90) days after
Customer acquires knowledge of the event described herein and upon ten (10)
days' prior written notice of intent to terminate to GE Americom, if Customer's
Transponder provided under this Agreement does not meet in all material respects
the Transponder Performance Specifications set forth in Attachment A on the
commencement date of the Service Term herein; provided, however, that before
Customer may terminate for reasons specified in Article 17.B., GE Americom shall
be given thirty (30) days to bring Customer's Transponder into compliance in all
material respects with the Transponder Performance Specifications.
C. GE Americom may terminate this Agreement within ninety (90) days after
GE Americom acquires knowledge of an event listed below and upon written notice
of intent to terminate to Customer:
29
1. If Customer defaults in making any of the payments due to GE
Americom hereunder and does not cure such default within five (5) business days
of the date specified for such payment.
2. If Customer fails to deliver the Security Deposit in whole or in
part, and does not cure such failure within five (5) business days of the date
specified in Article 3 hereof for such delivery.
3. If Customer does not maintain the Letter of Credit in full force and
effect in accordance with Article 3.E. hereof
4. If Customer's use of any Transponder provided hereunder fails to
conform: (a) with the satellite access procedures set forth in Article 10 and
Attachment B, and such nonconforming use, in GE Americom's reasonable judgment,
▇▇▇▇▇ or presents a threat of harm to the satellite, or to the use of the
satellite by others, and Customer does not, in either case, immediately upon
being notified by GE Americom of such nonconforming use, bring Customer's
operations into compliance with such satellite access procedures and the users
Guide; or (b) with the Use of Transponders specified in Article 7, and Customer
does not within five (5) business days of notice by GE Americom comply with such
Use of Transponders.
D. In the event this Agreement is terminated in accordance with Article 4,
or either Party terminates this Agreement due to causes specified in Article
17.A.1., or Customer terminates this Agreement due to causes specified in
Article 17.B., GE Americom shall refund to Customer so much of Customer's
payments under Article 3. as has not been applied to service taken before
termination.
E. In the event Customer terminates service on any Transponder provided
hereunder for reasons other than those for which termination by Customer is
provided under this Agreement, or in the event of termination of transponder
service to Customer by GE Americom due to causes specified in Article 17.A.2.
or 17.C. or Article 18., GE Americom shall be entitled to retain any amounts
previously paid
30
by Customer under Article 3 as liquidated damages. In such circumstances,
Customer shall immediately cease transmissions using the service on the
Transponder. In addition, GE Americom in its sole discretion may, elect to
either (i) pursue any rights and remedies that GE Americom may have at law, in
equity or otherwise or (ii) recover from Customer the Termination Value. If GE
Americom elects to recover the Termination Value pursuant to clause (ii) of the
preceding sentence and collects from Customer the full amount of such
Termination Value, GE Americom thereafter shall pay to Customer ****************
********************************************************************************
of the gross proceeds received by GE Americom from the sale of the Transponders
to a third party, or from the provision of service to a third party using the
Transponders prior to the Projected Termination Date, up to the amount of the
Termination Value paid by Customer. Such amount of the gross proceeds shall be
remitted to Customer within sixty (60) days of receipt thereof by GE Americom.
GE Americom agrees to use reasonable efforts to obtain a qualified replacement
customer, but shall not be required to obtain a customer for the service on the
surrendered Transponder before obtaining a customer for any other unused
transponder, to obtain any particular customer or to set any particular minimum
price in connection with such service.
F. The payment of a refund to Customer under this Article 17, or the
granting of a credit under Article 13, where such a refund or credit is
provided, shall be Customer's sole and exclusive remedy under this Agreement for
the unavailability of service on the Transponder and/or the Restoration
Services.
G. The termination of this Agreement will not relieve either Party from
fulfilling any outstanding financial obligations to the other, for services
provided up to and including the date of termination, or constitute a waiver
(unless expressly provided otherwise in this Agreement) by either Party of any
other rights and remedies it may have against the other under this Agreement.
31
H. If upon expiration or termination of this Agreement for any reason by
either party, GE Americom is unable to regain the use of all, or any part of,
any Transponder free and clear of any claims or liens arising as a result of the
use of such Transponder by Customer or any third party permitted by Customer to
use the service on the Transponder, including, but not limited to, claims of a
debtor in bankruptcy, then in addition to all other remedies available to GE
Americom pursuant to this Agreement, at law, in equity or otherwise, Customer
shall be obligated, without regard to any such termination or expiration of this
Agreement, to pay GE Americom service charges at the rate specified in
Article 3.A.
In addition to all other amounts payable under this Agreement, GE
Americom shall be entitled to recover from Customer (i) costs of collection of
any such amounts, including reasonable attorneys' fees and disbursements and
(ii) costs, including reasonable attorneys' fees and disbursements, incurred in
seeking to prevent use of the service contrary to the terms of this Agreement.
ARTICLE 18. CONTENT OF TRANSMITTED COMMUNICATIONS
A. Customer and Customer's Designees will not transmit communications
depicting or describing "sexually explicit conduct" as defined in 18 U.S.C. (S)
2256(2) unless the depiction or description of such conduct in a communication
is integrally related to and advances the thematic content of the communication
and such content has serious literary, artistic, political or scientific value.
B. GE Americom may terminate, prevent or restrict any communications using
the service provided hereunder as a means of transmission if such actions (1)
are undertaken at the request or by direction of a governmental agency
(including the FCC), or (2) are taken subsequent to the institution against GE
Americom, Customer, or Customer's Designees, any legal entity affiliated with
any of them, or any of the directors, officers, agents or employees of the
Parties, Customer's Designees or their affiliates, of criminal, civil or
administrative proceedings or investigations based upon the
32
content of such communications, other than civil proceedings for libel, slander,
or infringement of copyright or other intellectual property rights ("Article 11
Proceedings"), which shall be governed by Article 11.
C. GE Americom may terminate, prevent or restrict any communications using
the service provided hereunder as a means of transmission if, in the judgment of
GE Americom's counsel, (1) such actions are reasonably appropriate to avoid
violation of applicable law; or (2) there is a reasonable risk that criminal,
civil or administrative proceedings or investigations based upon the content of
such communications (other than Article 11 Proceedings) will be instituted
against GE Americom, any affiliated company, or any of the directors, officers,
agents or employees of GE Americom or its affiliated companies; or (3) such
communications will expose GE Americom to costs, expenses, liability, damages,
fines or other penalties from which GE Americom is not adequately protected by
arrangements for compensation, indemnity and insurance provided by Customer.
Under the circumstances set forth in the preceding sentence, GE Americom shall
provide two-days advance notice to Customer that it intends to take action to
terminate, prevent or restrict such communications, in which event Customer or
Customer's Designees, as appropriate, may, during the period of notice, either
(a) suspend, and agree to continue to suspend, use of the service to transmit
any communication which is the subject of the notice, and any communication of a
similar nature, until such time as, in the opinion of GE Americom's counsel, the
communications can be resumed without risk, in which event GE Americom will not
terminate, prevent or restrict such communications pursuant to the preceding
sentence so long as Customer and Customer's Designees, as appropriate, remain in
compliance with the terms of said agreement and this Article, or (b) obtain
injunctive relief against actions by GE Americom to terminate, prevent or
restrict such communications.
33
D. A decision by GE Americom at any time that action to terminate, prevent
or restrict communications is or is not warranted shall not operate to, or be
deemed to, limit or waive GE Americom's right to take or not take action at
another time to terminate, prevent or restrict communications.
E. In the event any criminal, civil or administrative proceeding or
investigation (other than an Article 11 Proceeding) is instituted against GE
Americom, any legal affiliate thereof, or any of the directors, officers, agents
or employees of GE Americom or its affiliated companies (the "Indemnified
Parties"), based upon the content of any communication which is transmitted
using the service provided hereunder, Customer shall indemnify and save harmless
the Indemnified Parties from all costs expenses (including attorney fees and
expert witness fees), liabilities and damages of any nature, including without
limitation, to the extent permitted by law, any fines or other penalties
resulting from or arising out of such proceedings or investigations. GE Americom
shall have the right, but not the obligation, to require Customer to conduct the
defense of GE Americom in any such proceedings or investigations at the expense
of Customer. If GE Americom elects to conduct its own defense, Customer shall
nevertheless remain liable for all costs, expenses, liabilities and damages
resulting from or arising out of such proceedings or investigations.
Article 19. GENERAL PROVISIONS
A. Nothing contained in this Agreement shall be deemed or construed by the
Parties or by any third party to create any rights, obligations or interests in
third parties, or to create the relationship of principal and agent, partnership
or joint venture or any other fiduciary relationship or association between the
Parties.
34
B. No failure on the part of either Party to notify the other Party of any
noncompliance hereunder, and no failure on the part of either Party to exercise
its rights hereunder shall prejudice any remedy for any subsequent
noncompliance, and any waiver by either Party of any breach or noncompliance
with any term or condition of this Agreement shall be limited to the particular
instance and shall not operate or be deemed to waive any future breaches or
noncompliance with any term or condition. All remedies and rights hereunder and
those available in law or in equity shall be cumulative and the exercise by a
Party of any such right or remedy shall not preclude the exercise of any other
right or remedy available under this Agreement in law or in equity.
C. This Agreement shall be construed and enforced in accordance with the
substantive laws of the State of New Jersey, without regard to principles of
conflicts of law. The Parties hereby consent to and submit to the jurisdiction
of the federal and state courts located in the State of New Jersey, and any
action or suit under this Agreement may be brought by the Parties in any federal
or state court with appropriate jurisdiction over the subject matter established
or sitting in the State of New Jersey. The Parties shall not raise in connection
therewith, and hereby waive, any defenses based upon the venue, the
inconvenience of the forum, the lack of personal jurisdiction, the sufficiency
of service of process (as long as notice of such action or suit is furnished in
accordance with Article 16.B. hereof) or the like in any such action or suit
brought in the State of New Jersey.
EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY SUCH ACTION
OR SUIT.
D. This Agreement shall inure to the benefit of and shall be binding upon
the Parties, and subject to Article 7., their successors and assigns.
35
E. All headings in this Agreement are inserted as a matter of convenience
and for reference purposes only, are of no binding effect, and in no respect
define, limit or describe the scope of this Agreement or the intent of any
article, paragraph or subparagraph hereof.
F. All attachments attached to this Agreement shall be deemed part of this
Agreement and incorporated herein as if fully set forth herein, and in the event
of a variation or inconsistency between the text of this Agreement and the
Attachments attached hereto, this Agreement shall govern.
G. This Agreement may be signed in any number of counterparts with the same
effect as if the signatures to each were upon the same Agreement.
H. Where appropriate, the use of the plural word shall include its singular
and the use of the singular word shall include its plural.
I. This Agreement is subject to all applicable laws and regulations,
including without limitation the Communications Act of 1934, as amended, and the
Rules and Regulations of the FCC.
J. Unless specifically provided otherwise herein, each party shall bear its
respective costs and expenses in connection with the preparation, execution,
delivery and performance of this Agreement.
K. This Agreement and GE Americom's performance hereunder are conditional
upon the occurrence of certain events, including the ability of GE Americom to
make the preemptible service on the Transponder on C-4 available. GE Americom
shall use all reasonable efforts to notify Customer in writing of the
availability (the "Notice of Availability") of such Transponder on or before
April 30, 1996, but in no event later than June 15, 1996. GE Americom shall have
no
36
obligation or liability to Customer and this Agreement shall automatically cease
and be of no further force or effect and neither Party shall have any claim for
compensation or charges against the other Party.
L. This Agreement, including all attachments, represents the entire
understanding and agreement between the Parties with respect to the subject
matter hereof, supersedes all prior negotiations and agreements between the
parties concerning that subject matter, and can be amended, supplemented or
changed only by an agreement in writing which makes specific reference to this
Agreement and which is signed by both Parties.
In the event any one or more of the provisions of this Agreement shall
for any reason be held to be invalid or unenforceable, the remaining provisions
of this Agreement shall be unimpaired, and the invalid or unenforceable
provision shall be replaced by a provision which, being valid and enforceable,
comes closest to the intention of the Parties underlying the invalid or
unenforceable provisions.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, effective
on the date first above written.
GE AMERICAN COMMUNICATIONS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------
(Signature)
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------
(Typed or printed name)
Title: VP, Satellite Services
--------------------------
Date: 3/27/96
--------------------------
37
GLOBAL SHOPPING NETWORK
By: /s/ Rachamin Anatian
-----------------------------
(Signature)
Name: Rachamin Anatian
---------------------------
(Typed or printed name)
Title: C.E.O.
--------------------------
Date: 3/22/96
--------------------------
38
ATTACHMENTS
Attachment A -- Transponder Performance Specifications
Attachment B -- Commercial Operations System Users Guide
Attachment C -- Letter of Credit
39
ATTACHMENT A
TRANSPONDER PERFORMANCE SPECIFICATIONS
SATCOM C-3 AND C-4
40
1.0 NOMINAL RF CHANNEL SPECIFICATIONS (INFORMATIONAL)
-------------------------------------------------
1.1 Channel Configuration
---------------------
The satellite shall have a frequency and polarization plan, as shown in
Figure 1. Operating RF channels will be assigned by GE Americom to the customer
in accordance with the contract.
1.2 Frequency Translation
---------------------
The satellite channel shall provide a net frequency decrease of 2225 MHz between
uplink and downlink. The net translation error including initial tolerance shall
not exceed plus/minus 10 parts in 10/6/ over the operating lifetime of the
satellite.
41
(D/O Transponder Performance Specs
Attachment A)
2.0 Standards for GE Americom Operational Satellites
------------------------------------------------
The following are the standards of performance to be provided by GE Americom's
RF Channel Service at delivery of transponders:
(A) Effective Isotropic Radiated Power (EIRP): The nominal single-carrier,
saturated satellite RF channel EIRP, at transponder center frequency,
will equal or exceed the following values at the locations given at
delivery. These values will be confirmed by measurements taken at
▇▇▇▇▇▇ Valley, NJ and South Mountain, CA. If spare transponders are
used to restore failed transponders, the EIRP values will be about
0.5 dB lower.
Location EIRP C3/C4 @ 131(degree)W
-------- -------------------------
Conus* 37.0 dBW Plus Minus 2 dB (measurement tolerance)
Fairbanks, Alaska 31.0 dBW Plus Minus 2 dB (measurement tolerance)
Hawaii 31.0 dBW Plus Minus dB (measurement tolerance)
Puerto Rico 31.0 dBW Plus Minus dB (measurement tolerance)
*All locations in the contiguous U.S. excluding Maine north of
Portland, Florida south of Miami, and Texas south of Corpus Christi.
42
PAGE>
(B) Saturation Flux Density (SFD): The nominal single-carrier flux density
required at the input of the satellite to saturate the RF channels, at
transponder center frequency, will not exceed the following values with
carriers transmitted from earth stations at the locations specified
below:
Location SFD* C3/C4 @ 131(degree)W
-------- -------------------------
Conus -86.0 dBW/m/2/ (plus)(minus) 2 dB (measurement tolerance)
Fairbanks, Alaska -86.0 dBW/m/2/ (plus)(minus) 2 dB (measurement tolerance)
Hawaii -86.0 dBW/m/2/ (plus)(minus) 2 dB (measurement tolerance)
Puerto Rico -83.0 dBW/m/2/ (plus)(minus) 2 dB (measurement tolerance)
*Saturation Flux Density values shown are for a Flux Control Attenuator
(FCA) setting of 0 dB.
(C) Satellite G/T. The nominal spacecraft G/T for the RF channels provided,
at transponder center frequency, will equal or exceed the following
values at the locations specified below:
Location SFD* C3/C4 @ 131(degree)W
-------- -------------------------
Conus -4.0 dB/K (plus)(minus) 2 dB (measurement tolerance)
Fairbanks, Alaska -4.0 dB/K (plus)(minus) 2 dB (measurement tolerance)
Hawaii -4.0 dB/K (plus)(minus) 2 dB (measurement tolerance)
43
Puerto Rico -6.0 dB/K plus/minus 2 dB (measurement tolerance)
The RF channel shall be deemed to have failed, as follows:
(D) The RF channel shall be deemed to have failed if the nominal
performance characteristics specified in subparagraph (A), (B) or (C)
are degraded by 3.0dB (measurement tolerance plus/minus 2dB) and the
Buyer ceases to use the RF channel.
44
FIGURE 1
FREQUENCY ALLOCATION PLAN
DOWNLINK
3720 3760 3800 3840 3880 3920 3960 4000 4040 4080 4120 4160 4199.5
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
POL A 1 3 5 7 9 11 13 15 17 19 21 23
TLM
3700.5 3740 3780 3820 3860 3900 3940 3980 4020 4060 4100 4140 4180
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
POL B 2 4 6 8 10 12 14 16 18 20 22 24
TLM
UPLINK
5945 5985 6025 6065 6105 6145 6185 6225 6265 6305 6345 6385 6423.5
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
POL B 1 3 5 7 9 11 13 15 17 19 21 23
CMD
5965 6005 6045 6085 6125 6165 6205 6245 6245 6285 6365 6405
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
POL A 2 4 6 8 10 12 14 16 18 20 22 24
CENTER FREQUENCIES (MHZ)
TLM = TELEMETRY BEACON
CMD = COMMAND UPLINK
POL = POLARIZATION
NOTE: 1) POLARIZATIONS ARE SWITCHABLE BETWEEN HORIZONTAL AND VERTICAL
2) NUMBER BELOW CHANNEL CENTER FREQUENCY REFERS TO TRANSPONDER IDENTITY
45
GE American Communications
COMMERCIAL OPERATIONS
SYSTEMS USERS GUIDE
JUNE 1995
46
GE AMERICAN COMMUNICATIONS
COMMERCIAL OPERATIONS
SYSTEMS USERS GUIDE
JUNE 1995
----------------------------------------------------
This guide supersedes
COMMERCIAL OPERATIONS SYSTEM USERS GUIDE
OCTOBER 1993
----------------------------------------------------
47
TABLE OF CONTENTS
Page
1. Scope 1
2. Applicable Documents 1
3. Business Interface 1
4. Technical Operations Interface 1
5. Technical Operation Parameters 2
6. Earth Station Requirements 2
7. Box Centers and Antenna Alignments 4
8. Spacecraft Performance 4
9. Spacecraft Access 4
10. Single Channel Per Carrier (SCPC) Traffic 6
11. Spacecraft Reconfiguration 7
12. Good Nights 8
13. Trouble Reporting 7
Appendix A - GE Americom Transmission Standards 9
Table 1A - C-Band Frequency Plan 10
Table 1B - K-1/K-2 Frequency Plan 11
Table 2 - Full Transponder Video Transmission Parameters 12
Table 3 - Ku-band Half Transponder Video Transmission Parameters ▇▇
▇▇▇▇▇▇▇▇ ▇ - Spacenet and GSTAR Transmission Standards 14
Table 1 - Spacenet 2, 3 Frequency Plan 15
Table 2 - Spacenet 4 Frequency Plan 16
Table 3 - GSTAR Frequency Plan 17
Table 4 - Spacenet 2, 3, 4 Video Transmission Parameters 18
GE Americom Summary 19
1. Scope
-----
This document outlines the technical requirements and procedures for
use of the spacecraft operated by GE Americom. This GE Spacecraft offer
excellent performance; however, the users must adhere to Americom
technical standards in order to insure optimum performance for
themselves and other users.
2. Applicable Documents
--------------------
The document listed below forms a part of this document to the extent
specified herein:
FCC Rules and Regulations, Part 25, Satellite Communication,
paragraph #209, "Antenna Performance Standards."
48
3. Business Interface
------------------
Arrangements for full-time service on or purchase of full or partial
transponders on Americom's satellites should be made through
GE Americom's Headquarters in Princeton, New Jersey:
. Broadcast, Cable and Business Services (▇▇▇) ▇▇▇-▇▇▇▇
. Government Services (▇▇▇) ▇▇▇-▇▇▇▇
Arrangements for Video transmission on a part-time or occasional use
can be made through the Video Services Office also located at
GE Americom's Headquarters:
. Nationwide (▇▇▇) ▇▇▇-▇▇▇▇
. Facsimile (▇▇▇) ▇▇▇-▇▇▇▇
. Telex 239811
. Princeton, New Jersey (▇▇▇) ▇▇▇-▇▇▇▇
4. Technical Operations Interface
------------------------------
The primary technical operations interface for spacecraft users is the
GE Americom Technical Operations Center (TOC) located in ▇▇▇▇▇▇ Valley,
New Jersey:
. Nationwide (▇▇▇) ▇▇▇-▇▇▇▇
. Vernon Valley, New Jersey (▇▇▇) ▇▇▇-▇▇▇▇
. Facsimile (▇▇▇) ▇▇▇-▇▇▇▇
Checking of cross-polarization isolation and transmission parameters
will be conducted by either the ▇▇▇▇▇▇ Valley TOC or GE Americom's
South Mountain Earth Station after access is cleared.
The acquisition of the GSTAR and Spacenet fleet has provided GE
Americom with additional spacecraft resources and additional TOC
facilities. The ▇▇▇▇▇▇ Valley TOC will remain as the primary technical
operations center for spacecraft users. For those users on ▇▇▇▇▇ ▇, ▇,
▇, ▇ ▇▇▇ ▇▇▇▇▇▇▇▇ 3 or 4, spacecraft access should be coordinated
through GE Americom's TOC located in Woodbine, Maryland:
. Nationwide (▇▇▇) ▇▇▇-▇▇▇▇
. Woodbine, Maryland (▇▇▇) ▇▇▇-▇▇▇▇
. Facsimile (▇▇▇) ▇▇▇-▇▇▇▇
5. Technical Operation Parameters
------------------------------
Appendix A contains the standard parameters for video and audio
transmission using the Satcom spacecraft. Appendix B contains the
standard parameters for using the Spacenet and GSTAR spacecraft. If a
customer requires transmission parameters other than those specified in
Appendix A or Appendix B, approval must be obtained from GE Americom.
The proposed transmission parameters will be reviewed to assure that
they will not cause
49
unacceptable degradation or interference to other traffic on the
spacecraft or on other spacecraft.
6. Earth Station Requirements
--------------------------
Earth stations accessing the GE Americom spacecraft shall meet the
requirements contained in the following subparagraphs. GE Americom
reserves the right to physically inspect the earth station site to
insure compliance with these requirements.
a) The earth station shall be under the control of trained
technicians at all times. The telephone number of the control
point for the earth station shall be on file with GE
Americom's TOC. This control point shall have the ability and
the authority without reference to other management to cease
transmission at any time if directed by GE Americom.
b) The earth station antenna shall conform to the FCC sidelobe
pattern of:
I(degree)(less than) 0 (less than or equal to
7(degree), 29 - 25 log 0, dBi
7(degree)(less than) 0 (less than) 9.2(degree), + 8 dBi
9.2(degree)(less than) 0 (less than or equal to) 48(degree),
32 - 25 log 0 dBi
48(degree)(less than) 0 (less than or equal to) 180(degree),
-10 dBi
c) Antennas not meeting this pattern shall be identified to the
TOC and conditionally accepted on a case-by-case basis.
The system polarization isolation as measured by GE Americom
shall be -29 dB (transmit antenna, spacecraft, receive
antenna) or better. The uplink facilities shall be capable of
maintaining this minimum isolation at all times. Periodic
checks will be made by GE Americom to insure compliance.
d) The maximum uplink power from a customer's earth station shall
be monitored and approved by GE Americom. Only sufficient
power to saturate the TWTA transponders or establish the
optimum operating point for SSPA transponders shall be used.
This may be 77 dBW or less, but in no event greater than 84
dBW in the contiguous 48 states for nine meter or larger
antennas, and no more than 26.5 dBW into the feed for antennas
smaller than 9 meters for C-band and 27 dBW into the feed for
Ku-band antennas smaller than 5 meters.
e) For Ku-band transponders, saturation shall only be determined
with the transponder in LINEAR mode. For Ku-band half
transponder operation, the optimum backed-off operating point
must be accurately determined to insure equal power sharing
between customers and an acceptable level of intermodulation
products. Section 9 contains the method for determining the
operating point for half transponder operation. Once
determined, half transponder customers shall not adjust power
without coordination with the TOC.
50
f) The TOC will assist the customer in assuring correct power
settings. Once determined, the customer shall keep a record in
the station log of the power settings for each transponder and
type of service. If the station configuration is changed in
any way that affects uplink EIRP, the TOC shall be contacted
and arrangements made for GE Americom to work with the
customer and reestablish operating parameters.
g) An Energy Dispersal Frequency (EDF) shall be applied to TV
carriers so that a 30 Hz triangular baseband waveform causes a
1 MHz peak RF deviation when no video baseband signal is
present.
h) Modulators with offset center frequencies which result in an
asymmetrical distribution of power around the assigned center
frequency shall not be used in the GE Americom system; i.e.
SA7550 Exciter in SYNC REF AFC MODE.
i) GE Americom recommends that all customers transmitting
television programming include Vertical Interval Test Signals
(VITS) as part of their transmissions. It is recommended that
an FCC or NTC Combination and an FCC or NTC Composite be
transmitted. This allows GE Americom to assist customers in
the event of transmission problems. The TOC has video and
audio measurement capability on all transponders in the GE
Americom system.
j) The TOC requires the capability to monitor unscrambled video
of all GE Americom customers. For occasional or short-term
customers, the TOC will provide the address to be authorized
by the customer for either VideoCipher or B-MAC descramblers.
For Occasional Video "Until Further Notice" (UFN) customers
transmitting more than 20 hours a week in the GE Americom
system, it is recommended that the customer shall supply a
descrambler to the TOC at no cost to GE Americom.
k) Customers having transportable earth stations must meet all of
the requirements noted above. In addition, the customer must
supply to the TOC the station FCC authorization ID, date of
grant and antenna model and manufacturer.
l) In accordance with Section 25.308 of FCC Rules, all satellite
video uplink transmissions must be equipped with an automatic
transmitter identification system (ATIS). Uplink equipment
----------------
manufactured on or after March 1, 1991 shall use the FCC-
--------------------------------------
specified subcarrier based ATIS approach. The ATIS signal
shall be a separate subcarrier which is automatically
activated whenever any RF emissions occur. The encoder shall
be integrated into the uplink transmitter chain in a method
that cannot easily be defeated. Uplink equipment manufactured
-----------------------------
before March 1, 1991 will be permitted to use either the FCC
--------------------
subcarrier based ATIS or the ▇▇▇-▇▇▇▇ vertical blanking
interval ATIS used by some uplinkers prior to March 1, 1991.
Video uplink transmissions not having automatic transmitter
identification will be reported to the FCC.
7. Box Centers and Antenna Alignments
----------------------------------
51
All geosynchronous spacecraft move about in latitude, longitude and
altitude within their defined stationkeeping box. GE Americom maintains
its C-band spacecraft within plus or minus 0.1(degree) (+/-45 miles) in
latitude and longitude and the Ku-band spacecraft within plus or minus
0.05(degree). In practice, they are actually maintained much closer
than this. Periodically, the spacecraft is exactly (+/-.005(degree)) in
the center of the box. The dates and times of these box centers are
announced on a recording:
* Nationwide (▇▇▇) ▇▇▇-▇▇▇▇
These box center opportunities should be utilized to align non-tracking
earth station antennas on a particular spacecraft in azimuth, elevation
and polarization. A spectrum analyzer or other device responding to
signal levels can be used to peak up the antenna. This assures optimum
system performance no matter where the spacecraft is in the box. Once
correctly adjusted and tightened down, the antenna should not have to
be adjusted again in azimuth and elevation unless it is moved or
damaged. Polarization may have to be optimized by the TOC when a
carrier is first transmitted.
8. Spacecraft Performance
----------------------
Each of the Satcom spacecraft have slightly different geographical
coverage and uplink and downlink performance. For information on
specific transponder performance (EIRP/FTOP) or geographic coverage
information, contact GE Americom's Manager, Customer and Technical
Services at (▇▇▇) ▇▇▇-▇▇▇▇.
9. Spacecraft Access
-----------------
Access to a GE Americom satellite transponder is arranged by calling
the Technical Operations Center (TOC). The TOC must determine that the
request is valid and authorized.
The validation process will be expedited for Occasional Video Service
by using the Confirmation Number. For Occasional Video Services the
Confirmation Number is provided by the Video Services Office at the
time the order for service is placed. The Confirmation Number, which is
also used for billing purposes, can be obtained by calling Video
Services at (▇▇▇) ▇▇▇-▇▇▇▇.
The procedure for accessing a GE Americom spacecraft is as follows:
a) The earth station shall be aligned on the spacecraft and the
uplink equipment aligned on the correct frequency and
polarization in accordance with the requirements of Appendix A
or Appendix B.
b) The customer earth station shall call the TOC, identify their
company name and transmit city location and request access to
the particular spacecraft and transponder. The TOC will
determine that the request is valid for the customer.
c) The TOC will monitor the downlink of the transponder being
accessed and direct the customer to transmit a CW clean (no
modulation) carrier. When the carrier is up, the
52
TOC will verify the power operating point and polarization
isolation. If they are not correct, the TOC will assist the
customer earth station in optimizing the transmission. When
optimized, the TOC will direct that modulation be applied and
will check for correct deviation. If all parameters are within
spec, the customer will be notified that the transmission is
acceptable, the technicians will exchange initials and both
activities will log the event. If the earth station cannot
meet transmission requirements, the TOC will direct the
carrier to be taken down until the problem can be corrected.
d) For half transponder video, the procedure is similar to that
in 9.c. above, except that it will vary depending on whether
another carrier is operating in the transponder.
e) If there is not another carrier in the transponder, the TOC
will direct the customer to bring up his ▇▇ ▇▇▇▇▇▇▇ and raise
power until saturation is achieved. The carrier power will
then be backed-off to achieve 3 dB output backoff as measured
in downlink EIRP. This will equate to approximately an 8 dB
reduction in uplink power. If the customer does not have
enough power to saturate the transponder, special arrangements
can be made to provide a saturated CW reference carrier. This
will allow the customer to establish the proper power
operating point. Special requests such as this must be made in
advance during the initial contact with the TOC.
f) If the customer is the second station accessing the
transponder, he will be asked to bring up a ▇▇ ▇▇▇▇▇▇▇ slowly
until the signal matches the downlink EIRP of the first
carrier as measured on the spectrum analyzer in 3 MHz
resolution BW mode with a 1 MHz video filter. When both uplink
carriers are equal in power, each of the downlink carriers
will be approximately 5 dB below a single saturated carrier.
g) In all cases, after the operating point is determined,
modulation will be applied to the carrier and the transmitter
power settings should be noted and entered in the user's
station log. If possible, a power meter on the transmitter
output coupler should be used for higher accuracy because
front panel meters may vary, particularly at the lower power
levels.
h) Some customers sequentially time-share transponders and
transition by an uplink hot switch. The two customers shall
coordinate the exact time of the hot switch in advance. The
uplink preparing to transmit shall coordinate access through
the TOC prior to the switch time and shall be on-line with GE
Americom at the time of the switch.
i) The customer may continue to operate his carrier within the
previously agreed schedule as long as the carrier remains
within the technical requirements. If the carrier exceeds
tolerances or is causing interference to other users of the
spacecraft or to other spacecraft, the TOC shall direct that
the transmission cease immediately. The customer shall insure
that duty staff have standing authorization to respond to such
requests without referral to other authorities. The customer
shall cease transmission until the problem is corrected.
Before resuming transmission, the customer must contact the
TOC to verify that the problem has been resolved.
53
10. Single Channel Per Carrier (SCPC) Traffic
-----------------------------------------
Special considerations must be observed for SCPC traffic in addition to
those contained in the access procedures in Paragraph 9. Since a large
number of carriers share the available bandwidth and power of the
transponder, any change to assigned allocations can affect all traffic
in the transponder. When an order is accepted by GE Americom for SCPC
service, the allowable power and bandwidth that may be used by the
customer is precisely specified. It is very important that SCPC power
level, center frequency and deviation must not be made by the user
without coordination with GE Americom's TOC. Uncoordinated adjustment
of carrier parameters can cause interference and degradation of service
to other communications in the transponder.
Some customers are given a percent of total transponder power and
bandwidth or are assigned a specific power level to be used within a
specific frequency range. These customers are responsible for insuring
that their individual carriers do not exceed their contracted
allocations or cause interference to other customers. GE Americom will
conduct sweeps of the transponder to check power and bandwidth
assignments.
As an aid to setting and checking SCPC power levels, there are 10 dBW
unimodulated reference carriers transmitted by GE Americom on the
following transponders with their respective frequencies:
Transmit Receive
-------- -------
Satcom K-1, transponder 1 14012.20 MHz 11712.20 MHz
Satcom K-2, transponder 2 14058.55 MHz 11758.55 MHz
Satcom C-5, transponder 3 5985.00 MHz 3760.00 MHz
Satcom C-5, transponder 21 6346.00 MHz 4121.00 MHz
When using these reference carriers for comparison, the carrier under test must
be unmodulated.
11. Spacecraft Reconfiguration
--------------------------
Some spacecraft have the capability to be reconfigured for different
input attenuation, operation in LINEAR or LIMITER mode and/or downlink
beam switching. The procedure for spacecraft reconfiguration is as
follows:
-- The customer shall supply to the TOC a written list of the persons
in their organization authorized to request the reconfigurations
allowed in their contract.
-- These persons may contact the TOC and request a reconfiguration.
The TOC will validate the request and pass it on to the TT&C
controlling the spacecraft. Depending on other critical operations
in progress, the TT&C will accomplish the reconfiguration as soon
as possible and notify the TOC who will in turn notify the
customer.
54
-- Changes from LINEAR to LIMITER or vice versa or changes to input
attenuators may be requested at any time. Reconfiguration of
downlink beams must be coordinated with GE Americom Headquarters
and will normally only be done during weekdays between 8:00 a.m.
and 4:30 p.m. Eastern time when a GE Americom Spacecraft Analyst
is on station. Switching input attenuators to 3 dB or less
requires approval from GE Americom's Spacecraft Engineering
department.
12. Good Nights
-----------
All customers are requested to notify GE Americom's Technical
Operations Center (TOC) when they have completed transmission to a
spacecraft. For Occasional Services, the transmission should be
completed by the firm Good Night time contained in the order for
service. This is especially important since billing is based on the
Start and Good Night times specified in the order for the Occasional
Services.
If an Occasional Service transmission is not completed by the scheduled
Good Night time, the TOC will contact the uplinker and request that the
transmission immediately cease. If no other user is scheduled for
transmission following the previously scheduled Good Night time, the
TOC will allow the uplinker to authorize a change to the ordered Good
Night time to allow continued transmission. The customer will then be
billed according to the revised Good Night Time.
In the event of a schedule conflict, GE Americom's policy is to give
transmission priority to the user who has scheduled a Start time rather
than the prior user who has not completed transmission by the scheduled
Good Night time. Thus, Occasional Service users must use care when
defining the Good Night time for a particular event.
13. Trouble Reporting
-----------------
Customers should immediately report any instances of interference to
their transmissions to the TOC. The TOC will assist in trying to
identify the source of interference and will contact any likely
potential interferers. It should be recognized, however, that it is
sometimes very difficult to identify the source of interference. The
TOC has a video tape recorder on-line ready to record any interference
whether for investigative purposes or criminal prosecution. The TOC
routinely reports all interference incidents to the FCC.
Suspected degradation or outages in the space segment shall be reported
to the TOC, which will coordinate investigation of the problem and
testing. Suspected degradation of transponder performance may require
the customer to release the transponder at a mutually acceptable time
to allow GE Americom time for performance testing.
Please note that for purposes of billing credit for service outages,
the length of the interruption is measured from the time the customer
notifies the TOC of the interruption to the time when the customer is
notified of the return to service by the TOC.
55
In the event it becomes necessary to escalate service problems beyond
the primary level, the customer is afforded the opportunity to contact
GE Americom managerial personnel for assistance in resolving any
problem:
Second Level: Lead TOC Technician Supervisor of Operations
------------ (▇▇▇▇▇▇ Valley) (Woodbine)
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
Third Level: Manager, Customer Service and Operations
----------- ▇▇▇ ▇▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Fourth Level: Director, Terrestrial Systems
------------ ▇▇▇▇▇▇▇ ▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Fifth Level: Vice President, Government & Technical Operations
----------- ▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
56
APPENDIX A
AMERICOM TRANSMISSION STANDARDS
-------------------------------
Frequency and Polarization Plans
--------------------------------
The frequency and polarization plans used on the Satcom C- and Ku-band
spacecraft are shown in Tables 1A and 1B. The ▇▇ ▇▇▇ ▇▇-▇▇▇▇ half transponder
center transmission frequencies are +/- 12 MHz above and below the transponder
center frequencies. The lower half transponder is designated A and the upper
half B, thus a half transponder transmission in the upper half of Transponder 10
would be 10B.
Video/Audio Modulation Parameters
---------------------------------
Full Transponder - Full transponder standard parameters are contained in
Table 2. Parameters are for C-band and are optional for
Ku-band.
Half Transponder - Half transponder parameters for ▇▇ ▇▇▇ ▇▇-▇▇▇▇
transponders are contained in Table 3.
57
TABLE 1A
C-BAND FREQUENCY PLAN*
----------------------
Uplink Downlink
---------------------------- ---------------------
Transponder Center Center
No. Frequency Pol. Frequency Pol.
----------- ------------ ---- --------- ----
1 5945 H 3720 ▇
▇ ▇▇▇▇ ▇ 3740 H
3 5985 H 3760 ▇
▇ ▇▇▇▇ ▇ 3780 H
5 6025 H 3800 ▇
▇ ▇▇▇▇ ▇ 3820 H
7 6065 H 3840 ▇
▇ ▇▇▇▇ ▇ 3860 H
9 6105 H 3880 ▇
▇▇ ▇▇▇▇ ▇ 3900 H
11 6145 H 3920 ▇
▇▇ ▇▇▇▇ ▇ 3940 H
13 6185 H 3960 ▇
▇▇ ▇▇▇▇ ▇ 3980 H
15 6225 H 4000 ▇
▇▇ ▇▇▇▇ ▇ 4020 H
17 6265 H 4040 ▇
▇▇ ▇▇▇▇ ▇ 4060 H
19 6305 H 4080 ▇
▇▇ ▇▇▇▇ ▇ 4100 H
21 6345 H 4120 ▇
▇▇ ▇▇▇▇ ▇ 4140 H
23 6385 H 4160 ▇
▇▇ ▇▇▇▇ ▇ 4180 H
*This frequency plan applies to all current GE Americom Satcom C-band satellites
EXCEPT for Satcom C-1 located at 137(degree) ▇.▇. Satcom C-1 has the opposite
------ --------
polarity from our other satellites. For example, Transponder 1 on Satcom C-1 has
a center frequency of 5945 MHz and V polarization on the uplink and a center
frequency of 3720 MHz and H polarization on the downlink.
All C-band transponders have 36 MHz bandwidth.
When GE-1 is launched into the 103(degree) ▇.▇. orbital location, its C-band
plan will be indentical to Satcom C-1, i.e. Transponder 1 is H polarization on
the downlink.
58
TABLE 1B
K-1/K-2 FREQUENCY PLAN*
----------------------
Uplink Downlink
------------------------------------------------ -------------------------------------------------
Xpdr Ctr. Ctr.
No. Freq. A B Pol. Freq. A B Pol.
----- ----- - - ---- ----- - - ----
1 14029 14017 14041 V 11729 11717 11741 H
2 14058.5 14046.5 14070.5 H 11758.5 11746.5 11770.5 V
3 14088 14076 14100 V 11788 11776 11800 H
4 14117.5 14105.5 14129.5 H 11817.5 11805.5 11829.5 V
5 14147 14135 14159 V 11847 11835 11859 H
6 14176.5 14164.5 14188.5 H 11876.5 11864.5 11888.5 V
7 14206 14194 14218 V 11906 11894 11918 H
8 14235.5 14223.5 14247.5 H 11935.5 11923.5 11947.5 V
9 14265 14253 14277 V 11965 11953 11977 H
10 14294.5 14282.5 14306.5 H 11994.5 11982.5 12006.5 V
11 14324 14312 14336 V 12024 12012 12036 H
12 14353.5 14341.5 14365.5 H 12053.5 12041.5 12065.5 V
13 14383 14371 14395 V 12083 12071 12095 H
14 14412.5 14400.5 14424.5 H 12112.5 12100.5 12124.5 V
15 14442 14430 14454 V 12142 12130 12154 H
16 14471.5 14459.5 14483.5 H 12171.5 12159.5 12183.5 V
NOTE:
----
A. All transponders are 45 ▇▇▇▇▇ and 54 MHz bandwith.
59
TABLE 2
FULL TRANSPONDER VIDEO TRANSMISSION PARAMETERS
----------------------------------------------
Video Test Tone Frequency [SYMBOL APPEARS HERE] = 761.6 KHz
Video Test Tone Peak Deviation [SYMBOL APPEARS HERE] = 10.75 MHz
Video Test Tone Level for Bessel Null [SYMBOL APPEARS HERE] = -13.15 dBm
Video Test Tone Level for Test (1 Vp-p) [SYMBOL APPEARS HERE] = 2.2 dBM
Energy Dispersal Frequency [SYMBOL APPEARS HERE] = 30 Hz
Energy Dispersal Peak Deviation [SYMBOL APPEARS HERE] = 1 MHz
Energy Dispersal Level [SYMBOL APPEARS HERE] = -18.41 dBm
Nominal Program Audio Subcarrier Frequency [SYMBOL APPEARS HERE] = 6.8 MHz
Subcarrier Peak Deviation on Main Carrier [SYMBOL APPEARS HERE] = 2 MHz
Audio Test Tone Frequency [SYMBOL APPEARS HERE] = 1 KHz
Audio Test Tone Level at Input to Exciter
(APL across 600 Ohms) [SYMBOL APPEARS HERE] = 0.0.dBM
Audio Test Tone Peak Deviation for Average Program
Level (APL) [SYMBOL APPEARS HERE] = 75 KHz
Audio Test Tone Peak Program Level (PPL) [SYMBOL APPEARS HERE] = +10.0 dBM
Audio Peak Deviation at PPL [SYMBOL APPEARS HERE] = 237 KHz
Audio Test Tone Level (1 KHz) for First Bessel Null
(to result in [SYMBOL] F\at\) [SYMBOL APPEARS HERE] = -29.88 dBM
NOTE:
----
A. Exciters shall have a 36 MHz (maximum) IF filter to limit transmit
spectrum.
60
TABLE 3
▇▇ ▇▇▇ ▇▇-▇▇▇▇ HALF TRANSPONDER VIDEO TRANSMISSION PARAMETERS
-------------------------------------------------------------
Video Test Tone Frequency [SYMBOL APPEARS HERE] = 761.6 KHz
Video Test Tone Peak Deviation [SYMBOL APPEARS HERE] = 9.1 MHz
Video Test Tone Level for Bessel Null [SYMBOL APPEARS HERE] = -11.71 dBm
Video Test Tone Level for Test (1 Vp-p) [SYMBOL APPEARS HERE] = 2.22 dBM
Energy Dispersal Frequency [SYMBOL APPEARS HERE] = 30 Hz
Energy Dispersal Peak Deviation [SYMBOL APPEARS HERE] = 1.0 MHz
Energy Dispersal Level [SYMBOL APPEARS HERE] = -16.96 dBm
Subcarrier Frequency [SYMBOL APPEARS HERE] = 6.2 MHz
Subcarrier Peak Deviation on Main Carrier [SYMBOL APPEARS HERE] = 1.25 MHz
Audio Test Tone Frequency [SYMBOL APPEARS HERE] = 1 KHz
Audio Test Tone Level at Input to Exciter 0.0.dBM
(APL across 600 Ohms) [SYMBOL APPEARS HERE] =
Audio Test Tone Peak Deviation for Average Program 60.0 KHz
Level (APL) [SYMBOL APPEARS HERE] =
Audio Test Tone Peak Program Level (PPL) [SYMBOL APPEARS HERE] = +10.0 dBM
Audio Peak Deviation at PPL [SYMBOL APPEARS HERE] = 189.7 KHz
Audio Test Tone Level (1 KHz) for First Bessel Null -28 dBM
(to result in [SYMBOL APPEARS HERE]) [SYMBOL APPEARS HERE] =
NOTE:
A. All exciters shall have a Ku-band 2:1 Video 25 MHz (Intelsat Mask) IF
bandwidth filter.
▇▇
▇▇▇▇▇▇▇▇ ▇
SPACENET AND GSTAR TRANSMISSION STANDARDS
-----------------------------------------
Frequency and Polarization Plans
--------------------------------
The frequency and polarization plans used on the Spacenet spacecraft are shown
in Tables 1 and 2. The frequency and polarization plans for the GSTAR spacecraft
are shown in Table 3. The half transponder center transmission frequencies for
the C-band 72 MHz and Ku- band 72 MHz transponders are plus/minus 20 MHz above
and below the transponder center frequencies. The half transponder center
frequencies for the 54 MHz GSTAR transponders are plus/minus 12 MHz above and
below the transponder center frequencies.
Video/Audio Modulation Parameters
---------------------------------
Spacenet transponders-Table 2 contains the standard parameters for full and half
transponder transmissions.
GSTAR transponders-Use K-1/K-2 parameters found in Appendix A, Tables 2 and 3.
62
TABLE 1
SPACENET 2, 3 FREQUENCY PLAN
----------------------------
Uplink Downlink
--------------------- ---------------------
Transponder No. Ctr. Freq. Pol. Ctr. Freq. Pol.
---------- ---- ---------- ----
C-Band/36 MHz/8.5 ▇▇▇▇▇
1 5945 V 3720 H
2 5985 V 3760 H
3 6025 V 3800 H
4 6065 V 3840 H
5 6105 V 3880 H
6 6145 V 3920 H
7 6185 V 3960 H
8 6225 V 4000 H
9 6265 V 4040 H
10 6305 V 4080 H
11 6345 ▇ ▇▇▇▇ ▇
▇▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇
C-Band/72 MHz/16 ▇▇▇▇▇
13 5985 H 3760 V
14 6065 H 3840 ▇
▇▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇
16 6225 H 4000 ▇
▇▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇
18 6385 H 4160 ▇
▇▇-▇▇▇▇/▇▇ ▇▇▇
▇▇ ▇▇▇▇▇ ▇ 11740 H
20 14120 V 11820 H
21 14200 V 11900 H
22 14280 V 11980 H
23 14360 V 12060 H
24 14440 V 12140 H
63
TABLE 2
SPACENET 4 FREQUENCY PLAN
-------------------------
Uplink Downlink
--------------------- ---------------------
Transponder No. Ctr. Freq. Pol. Ctr. Freq. Pol.
--------------- ---------- ---- ---------- ----
C-Band/36 MHz/8.5 ▇▇▇▇▇
1 5945 H 3720 V
2 5985 H 3760 V
3 6025 H 3800 V
4 6065 H 3840 V
5 6105 H 3880 V
6 6145 H 3920 ▇
▇ ▇▇▇▇ ▇ 3740 H
8 6005 V 3780 H
9 6045 V 3820 H
10 6085 V 3860 H
11 6125 ▇ ▇▇▇▇ ▇
▇▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇
C-Band/72 MHz/16 ▇▇▇▇▇
13 6205 H 3980 ▇
▇▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇
15 6365 H 4140 ▇
▇▇ ▇▇▇▇ ▇ 4000 H
17 6305 V 4080 H
18 6385 V 4160 H
▇▇-▇▇▇▇/▇▇ ▇▇▇
▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇
20 14120 V 11820 H
21 14200 V 11900 H
22 14280 V 11980 H
23 14360 V 12060 H
24 14440 V 12140 H
64
TABLE 3
GSTAR FREQUENCY PLAN
--------------------
Uplink Downlink
------------------------ ------------------------
Transponder No. Ctr. Freq. Pol. Ctr. Freq. Pol.
---------- ---- ---------- ----
1 14030 V 11730 H
2 14091 V 11791 H
3 14152 V 11852 H
4 14213 V 11913 H
5 14274 V 11974 H
6 14335 V 12035 H
7 14396 V 12096 H
8 14457 V 12157 H
9 14044 H 11744 ▇
▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇
11 14166 H 11866 ▇
▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇
13 14288 H 11988 ▇
▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇
15 14410 H 12110 ▇
▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇
All transponders are 54 MHz bandwidth.
65
TABLE 4
SPACENET 2, 3, 4, VIDEO TRANSMISSION PARAMETERS
-----------------------------------------------
Video Test Tone Frequency [SYMBOL APPEARS HERE] = 761.5 KHz
Video Test Tone Peak Deviation [SYMBOL APPEARS HERE] = 10.75 MHz
Video Test Tone Level for Bessel Null [SYMBOL APPEARS HERE] = -13.15 dBm
Video Test Tone Level for Test (1 V) [SYMBOL APPEARS HERE] = 2.2 dBM
Energy Dispersal Frequency [SYMBOL APPEARS HERE] = 30 Hz
Energy Dispersal Peak Deviation [SYMBOL APPEARS HERE] = 1 MHz
Energy Dispersal Level [SYMBOL APPEARS HERE] = -18.41 dBm
Nominal Program Audio Subcarrier Frequency [SYMBOL APPEARS HERE] = 6.8 MHz
Subcarrier Peak Deviation on Main Carrier [SYMBOL APPEARS HERE] = 2 MHz
Audio Test Tone Frequency [SYMBOL APPEARS HERE] = 1 KHz
Audio Test Tone Level at Input to Exciter
(APL across 600 Ohms) [SYMBOL APPEARS HERE] = 0.0.dBM
Audio Test Tone Peak Deviation for Average Program
Level (APL) [SYMBOL APPEARS HERE] = 75 KHz
Audio Test Tone Peak Program Level (PPL) [SYMBOL APPEARS HERE] = +10.0 dBM
Audio Peak Deviation at PPL [SYMBOL APPEARS HERE] = 237 KHz
Audio Test Tone Level (1 KHz) for First Bessel Null
(to result in F) [SYMBOL APPEARS HERE] = -29.88 dBM
NOTE:
----
A. All exciters shall have a 36 MHz (maximum) IF filter to limit transmit
spectrum.
66
Attachment C
[LETTERHEAD OF ISSUING BANK]
IRREVOCABLE LETTER OF CREDIT
TO GE American Communications, Inc. DATE:
Four ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Vice President-Finance
NUMBER:______________________
GENTLEMEN:
WE HEREBY OPEN OUR IRREVOCABLE LETTER OF CREDIT IN YOUR FAVOR FOR THE ACCOUNT OF
GLOBAL SHOPPING NETWORK ("CUSTOMER") UP TO AN AGGREGATE AMOUNT OF
*********************************** AVAILABLE IN ONE OR MORE DRAWINGS UPON
PRESENTATION TO US OF YOUR DRAFT(S) AT SIGHT ON US ACCOMPANIED BY THE DOCUMENTS
SPECIFIED BELOW:
EITHER:
1) A statement in writing signed by an officer of GE American
Communications, Inc. ("GE Americom") stating that a) GLOBAL SHOPPING NETWORK
("Customer") under an agreement dated as of _______________, 1996 between
Customer and GE Americom (the "Agreement"), Customer owes the monthly service
charge for the [twenty-fourth] [forty- eighth] month of the Service Term and b)
the amount of the draft being presented does not exceed the aggregate amount due
and payable to GE Americom under the Agreement.
OR:
2) A statement in writing signed by an officer of GE Americom
Communications, Inc. ("GE Americom") stating that a) GLOBAL SHOPPING NETWORK
("Customer") has defaulted under an agreement dated as of ______________, 1996
between Customer and GE Americom (the "Agreement") and b) the amount of the
draft being presented does not exceed the aggregate amount due and payable to GE
Americom under the Agreement.
OR:
3) A statement in writing signed by an officer of GE American
Communications, Inc. ("GE Americom") stating that GLOBAL SHOPPING NETWORK
("Customer") under an agreement dated as of ____________, 1996 between Customer
and GE Americom (the "Agreement"), has failed to deliver to GE Americom an
extension of the Letter of Credit as required under the Agreement dated
__________, 1996 between Customer and GE Americom.
DRAFTS MUST BE PRESENTED AT THIS BANK ON OR BEFORE [DATE AT LEAST FIVE YEARS
FROM DATE OF ISSUANCE].
67
WE HEREBY AGREE WITH THE DRAWERS, ENDORSERS AND BONA FIDE HOLDERS OF DRAFTS
DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT THAT SUCH
DRAFTS SHALL BE DULY HONORED ON PRESENTATION AND DELIVERY OF DOCUMENTS AS
SPECIFIED.
THIS CREDIT IS SUBJECT TO "UNIFORM CUSTOMS AND PRACTICES FOR DOCUMENTARY CREDITS
(1983 REVISION) INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 400."
[NAME OF ISSUING BANK]
By:
-------------------
Name:
-----------------
Title:
----------------
68
