EXHIBIT 10.10
Note: Information in this document marked with an "[*]" has been omitted and
filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions.
Agreement No.___________
[LOGO OF XXXXXXXX]
Teleport Services Agreement
This is an agreement between Xxxxxxxx Vyvx Services, a business unit of Xxxxxxxx
Communications, Inc., ("Xxxxxxxx") and iBEAM Broadcasting Corporation
("Customer"), dated as of December 13, 1999, in connection with teleport
services to be provided by Xxxxxxxx from Xxxxxxxx Vyvx Teleport New York as its
primary signal path and Xxxxxxxx Vyvx Teleport Los Angeles as its redundant
signal path (the "Teleport(s)") to Customer (the "Agreement"). The terms of
this Agreement are as follows:
1. SERVICES. Xxxxxxxx shall provide Customer with the Teleport services as
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further described on Exhibit A-1 attached hereto and made a part hereof
(collectively referred to herein as the "Services"). From time to time and
subject to availability, changes may be made in the Services which will be
reflected in amendments to the applicable Exhibit A or the addition of
additional Exhibit As. Each amendment shall be executed by authorized
individuals of both parties. Each Exhibit A shall be part of this Agreement
and incorporated herein. All Exhibit As shall be sequentially numbered for
ease of identification, e.g., Exhibits X-0, X-0, X-0 and so forth.
2. TERM. Upon signature by both parties this Agreement shall become effective
----
on the date first set forth above and shall continue in effect until the
expiration of any Exhibit A attached hereto (the "Term").
3. LATE PAYMENT. If any payment is not received by Xxxxxxxx within 30 days
------------
after the date of invoice (the "Due Date"), then such overdue amount shall
be subject to late payment charges at the lower of 18% per annum or the
highest legally permissible rate of interest until the date payment is
actually received. If Customer in good faith disputes any portion of an
invoice it must pay the undisputed amount of the invoice on or before its
Due Date and provide written notice to Seller of the billing dispute at or
before the time of payment. Such notice must include documentation
substantiating the dispute. Customer's failure to notify Seller of a
dispute within one hundred-twenty (120) days after the Due Date shall be
deemed to be Customer's acceptance of such charges. The parties will make a
good faith effort to resolve billing disputes as expeditiously as possible.
If a dispute is resolved in favor of Customer, Customer shall receive an
adjustment on its next xxxx.
4. SUSPENSION RIGHT. In the event that Customer has failed to pay any
----------------
undisputed amount when due, Xxxxxxxx shall have the right to suspend
Services. Xxxxxxxx shall only exercise this Suspension Right by first
providing Customer with ten business days' written notice by facsimile. If
Xxxxxxxx receives payment from Customer of all amounts due within the ten-
day notice period, then Customer's Services shall not be suspended.
Suspension of Services does not affect Customer's obligation to pay the
Service Charges through the Term of this Agreement unless Customer
exercises its termination right as described in this Section 4. In the
event Xxxxxxxx suspends Customer's Services, Customer shall have the right
but not the obligation to terminate this Agreement at its sole discretion.
Customer's liability with respect to such termination shall be an amount
equal to twelve (12) months of Service from the date of termination
multiplied by the then current monthly Total Service Charge or an amount
equal to the number of months remaining in the Term multiplied by the then
current monthly Total Service Charge, whichever is less.
Page 1 of 26
5. TERMINATION.
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5.1 Customer shall have the right to terminate this Agreement upon a minimum of
thirty (30) days' written notice. This right to terminate may only be
exercised due to one of the following two circumstances:
a. Monthly Interruptions exceed 43 minutes in three (3) consecutive
calendar months; or
b. A second Daily Interruption in excess of 24 consecutive hours (after
the first Daily Interruption in excess of 24 consecutive hours).
Customer must exercise its right to terminate pursuant to this Section 5.1
within thirty (30) days of the circumstance giving rise to Customer's right
to terminate. This right to terminate is Customer's only right to terminate
due to excessive Interruptions, and Customer may not invoke the general
termination right as set forth in Section 5.2 due to Interruptions.
5.2 Either party may terminate this Agreement due to a material breach of this
Agreement by the other party. The non-breaching party shall provide written
notice to the breaching party of the alleged breach, and the breaching party
shall have sixty (60) days to cure the breach. If the breach has not been cured
within this sixty-day period, then the non-breaching party may terminate upon
thirty (30) days' written notice. Customer shall pay Xxxxxxxx in accordance with
this Agreement for all Services performed up to and including the effective date
of termination.
6. TAXES. Customer acknowledges and understands that all charges are computed
-----
exclusive of any applicable federal, state or local use, excise, gross
receipts, sales and privilege taxes, duties, fees or similar liabilities
(other than general income or property taxes), including without limitation,
any tax or charge levied to support the Universal Service Fund contemplated
by the Telecommunications Act of 1996, whether charged to or against
Xxxxxxxx, its suppliers or affiliates or Customer for the Service provided to
Customer ("Taxes"). Such Taxes shall be paid by Customer in addition to all
other charges provided for herein.
7. OUTAGE ALLOWANCE.
----------------
7.1 Calculation of Outage Allowance. If applicable, Xxxxxxxx shall grant
-------------------------------
Customer an Outage Allowance for Services as follows:
(a) For purposes of this Agreement an interruption to Services
("Interruption") will be deemed to have occurred when Services are
either not provided at all or fail to meet the requirements of the
Agreement for a period of ten aggregate minutes on any given
calendar day (the "Daily Interruption") or forty-three (43)
aggregate minutes in any given calendar month (the "Monthly
Interruption"). An Interruption begins the earlier of when Customer
notifies Xxxxxxxx of the Interruption or when Xxxxxxxx is actually
aware of the Interruption or constructively aware through
recordation of the Interruption in Xxxxxxxx' log files. An
Interruption will be considered to have ended when Services in
accordance with this Agreement have been restored.
(b) In the event that Xxxxxxxx has a Daily Interruption as set forth in
Section 7.1(a) herein, Customer shall receive a credit for the day
the Daily Interruption occurred. Such credit shall include all fees
for the day containing the Daily Interruption related to the
Primary uplink (the "Uplink Outage Allowance"), which represents
62.5% of the total daily uplink fee.
(c) In addition to the Uplink Outage Allowance, a credit will be
provided to Customer by Xxxxxxxx based on the outage formula below
for the actual outage minutes related to the Space Segment (the
"Space Segment Outage Allowance").
Page 2 of 26
43,200 (deemed number of minutes per month)
(d) In the event Xxxxxxxx has a Monthly Interruption as set forth in
Section 7.1(a) herein, Customer shall receive a credit for the month
in which the Monthly Interruption took place. Such credit will include
an Uplink Outage Allowance as defined herein for the month containing
the Monthly Interruption. If Customer receives a credit for a Monthly
Interruption, Customer shall not receive credits for any Daily
Interruptions which occurred during the month in which the Monthly
Interruption occurred.
7.2 Audio/Video. Intentionally Left Blank.
------------
7.3 Exceptions to Outage Allowance. In no case shall an Outage Allowance be
-------------------------------
made for any Interruption that is a result of, or attributable in whole
or in part to:
(a) Any failure on the part of Customer to perform its material or
operational obligations pursuant to this Agreement;
(b) The failure of Customer's Signal provided by Customer or by carriers
other than Xxxxxxxx;
(c) The failure of transmission lines, equipment, or other facilities
provided by the Customer;
(d) The failure or nonperformance of any earth station not provided by
Xxxxxxxx;
(e) Reasonable periodic maintenance as approved in advance by Customer,
provided Xxxxxxxx provides Customer with 72 hours advance notice of
such maintenance and cumulative maintenance time does not exceed two
(2) hours per calendar month;
(f) Interference from third party transmission or usage;
(g) Cooperative testing;
(h) Sun transit outage or rain fade; or
(i) Any other act or failure to act by Customer.
7.4 Credit Memoranda. Interruptions and Outage Allowances shall be
-----------------
acknowledged by Xxxxxxxx through the issuance of credit memoranda. Such
memoranda shall be issued within fifteen (15) days of the close of each
calendar month and shall reflect all credit allowances accumulated by
Customer during such month. Customer may deduct from its next monthly
payment the amount specified in the credit memorandum received in the
preceding month.
7.5 Time Limitation. In no event shall Xxxxxxxx be liable for allowances for
---------------
interruption unless the claim for such allowance is made within fifteen
(15) days after the date of the interruption.
8. XXXXXXXX' RIGHT TO RE-CONFIGURE TELEPORT. Xxxxxxxx shall have the right to
----------------------------------------
re-configure or relocate the Teleport. Notwithstanding the above, any re-
configuration must have minimal impact on any Customer performance
requirement, and any relocation will be within the continental United States
and will require that the two Teleports used by Customer must be at a
minimum 1000 miles apart and neither shall be located in Florida or southern
Texas.
Page 3 of 26
9. RISK OF LOSS; INSURANCE.
-----------------------
9.1 Insurance Coverage. For Customer's Equipment (as defined in Exhibit A-1)
------------------
and Customer's employees on the Teleport premises, Customer will carry or cause
to be carried and maintained in force throughout the entire Term of this
Agreement insurance coverages as described in paragraphs (a) through (c) below
with insurance companies acceptable to Xxxxxxxx. The limits set forth below are
minimum limits and will not be construed to limit Customer's liability. All
costs and deductible amounts will be for the sole account of the Customer.
(a) Worker's Compensation insurance complying with the laws of the State
or States having jurisdiction over each employee, whether or not
Customer is required by such laws to maintain such insurance, and
Employer's Liability with limits of $500,000 each accident, $500,000
disease each employee, and $500,000 disease policy limit. If work is
to be performed in Nevada, North Dakota, Ohio, Washington, Wyoming
or West Virginia, Customer will participate in the appropriate state
fund(s) to cover all eligible employees and provide a stop gap
endorsement.
(b) Commercial or Comprehensive General Liability insurance on an
occurrence form with a combined single limit of $1,000,000 each
occurrence, and annual aggregates of $1,000,000, for bodily injury
and property damage, including coverage for blanket contractual
liability, broad form property damage, personal injury liability,
independent contractors, products/completed operations, and when
applicable the explosion, collapse and underground exclusion will be
deleted.
(c) Automobile Liability insurance with a combined single limit of
$1,000,000 each occurrence for bodily injury and property damage to
include coverage for all owned, non-owned, and hired vehicles.
9.2 Waiver of Subrogation. In each of the above described policies, 9.1(a)
---------------------
and 9.1(c), Customer agrees to waive and will require its insurers to
waive any rights of subrogation or recovery they may have against
Xxxxxxxx, its parent, subsidiary, or affiliated companies. Customer does
not waive and its insurers will not waive any rights of subrogation or
recovery they may have against Xxxxxxxx, its parent, subsidiary, or
affiliated companies under 9.1(b).
9.3 Additional Insureds. Under the policies described in Sections 9.1(b) and
-------------------
9.1(c) above, Xxxxxxxx, its parent, subsidiary and affiliated companies
will be named as additional insureds as respects Customer's operations
and as respects any work performed under this Agreement. Any costs
associated with naming these additional insureds will be the
responsibility of Customer. These policies will be primary insurance as
respects Xxxxxxxx.
9.4 Certificates of Insurance. Non-renewal or cancellation of policies
-------------------------
described above will be effective only after written notice is received
by Xxxxxxxx from the insurance company thirty (30) days in advance of any
such non-renewal or cancellation. Prior to commencing the Collocation
Service hereunder, Customer will deliver to Xxxxxxxx certificates of
insurance on an XXXXX 25 or 25S form evidencing the existence of the
insurance coverages required above. In the event of a loss or claim
arising out of or in connection with the work performed under this
contract, Customer agrees, upon request of Xxxxxxxx, to submit the
original or a certified copy of its insurance policies for inspection by
Xxxxxxxx.
9.5 Risk of Loss. Xxxxxxxx will not insure nor be responsible for any loss or
------------
damage, regardless of cause, to property of any kind, including loss of
use thereof, owned, leased or borrowed by the Customer, or its employees,
servants or agents.
9.6 Insurance Requirement for Contractors. If Customer utilizes contractor(s)
-------------------------------------
per this Agreement, then Customer shall require such contractor(s) to
comply with these insurance requirements and supply certificates of
insurance before any work commences.
Page 4 of 26
10. CONTRACT NOTICES. Any required notices pursuant to this Agreement shall be
----------------
sent by facsimile, with confirmation by overnight courier to the parties at
the following addresses:
Xxxxxxxx Vyvx Services, a business unit of iBEAM Broadcasting Corporation
Xxxxxxxx Communications, Inc. 000 Xxxxxxx Xxx., Xxxxx 000
One Xxxxxxxx Center, MD 26-3 Sunnyvale, CA 94086
Xxxxx, XX 00000 Tel: (000)000-0000
Telephone: 000.000.0000 Fax: (000)000-0000
Fax: 000.000.0000 Attn: CFO
Attention: Contract Administration
11. OPERATIONAL NOTICES. If Customer has any technical problems with
-------------------
Customer's Equipment, Customer's signal(s) or the Services, Customer may
call the Primary Teleport at 000-000-0000 or 000-000-0000 or the Secondary
Teleport at 000-000-0000 or 000-000-0000 on a 24 x 7 basis. Xxxxxxxx will
communicate with Customer as promptly as possible regarding any technical
problems with Customer's Equipment, Customer's signal(s) or the Services.
For purposes of these communications from Xxxxxxxx, Customer agrees that
Xxxxxxxx should contact the operational contacts of Customer, in the order
listed in Exhibit B hereto.
Customer shall update its list of Operational Contacts with Xxxxxxxx as
needed. Xxxxxxxx shall not be responsible for any Interruptions or other
technical problems with Customer's Equipment, Customer's signal(s) or the
Services in the event that Xxxxxxxx has attempted to communicate with
Customer's Operational Contacts according to the information provided by
Customer to Xxxxxxxx and Xxxxxxxx is unable to establish communications
with them.
12. LIMITATION OF LIABILITY
12.1 EXCEPTING ONLY LIABILITY FOR XXXXXXXX' RECKLESS OR WILLFUL
MISCONDUCT, XXXXXXXX' LIABILITY ARISING OUT OF ITS PROVISION OF
SERVICES HEREUNDER, INCLUDING BUT NOT LIMITED TO LIABILITIES
ARISING OUT OF XXXXXXXX' NEGLIGENCE, MISTAKES AND OMISSIONS,
INTERRUPTIONS, DELAYS, ERRORS, OR OTHER DEFECTS IN THE SERVICES OR
BREACH OF CONTRACT OR ARISING OUT OF THE FAILURE TO FURNISH
SERVICES, WHETHER CAUSED BY ACTS OF COMMISSION OR OMISSION, SHALL
BE LIMITED TO THE EXTENSION OF ALLOWANCES FOR INTERRUPTIONS AS SET
FORTH IN THIS AGREEMENT. SUCH ALLOWANCES FOR INTERRUPTION SHALL BE
THE SOLE REMEDY OF CUSTOMER, INCLUDING ANY END USER OF CUSTOMER,
AND THE SOLE LIABILITY OF XXXXXXXX HEREUNDER. XXXXXXXX' LIABILITY
FOR DAMAGES OR LOSSES OF ANY KIND ARISING OUT OF ITS FURNISHING
SERVICES SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO ITS FIXED
MONTHLY OR OTHER CHARGE ALLOCABLE TO THE FAULTY OR DEFECTIVE
SERVICE.
12.2 NOTWITHSTANDING THE PROVISIONS OF THE PRECEDING SUBPARAGRAPH,
XXXXXXXX SHALL NOT BE LIABLE TO CUSTOMER OR ANY END USER FOR ANY
LOSS OF, DEFECTS IN OR ANY INABILITY TO FURNISH SERVICE DUE TO
ACTS OF GOD, ACTS OF GOVERNMENT, WARS, RIOTS, STRIKES, FAILURE OF
A TRANSPONDER, FAILURE OF A SATELLITE, FAILURE OF ANY OTHER
TRANSMISSION EQUIPMENT OR OTHER CAUSES BEYOND XXXXXXXX' CONTROL.
12.3 ANY AND ALL EXPRESS AND IMPLIED WARRANTIES RELATING TO THE
SERVICES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE OR USE, ARE
EXPRESSLY DISCLAIMED. CUSTOMER SHALL DEFEND, INDEMNIFY AND HOLD
HARMLESS XXXXXXXX FROM
Page 5 of 26
ANY CLAIMS MADE UNDER A WARRANTY OR REPRESENTATION MADE BY
CUSTOMER TO ANY THIRD PARTY WITH RESPECT TO THE SERVICES.
12.4 EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS HEREUNDER, IN NO EVENT
SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST
PROFITS), REGARDLESS OF THE FORESEEABILITY THEREOF, OCCASIONED BY
THE TERMINATION OF CUSTOMER'S RIGHTS TO USE, OR THE PREEMPTION OF
OR THE FAILURE OF, OR LOSS OF TECHNICAL QUALITY OF, THE SERVICES
OR BY ANY DELAY IN COMMENCEMENT OF THIS AGREEMENT OR BY ANY OTHER
CAUSE OR MATTER WHATSOEVER.
12.5 EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS HEREUNDER, IN NO EVENT
SHALL CUSTOMER BE LIABLE TO XXXXXXXX FOR DIRECT DAMAGES IN EXCESS
OF ONE MILLION DOLLARS.
13. CUSTOMER'S CONTENT
------------------
13.1 Responsibility for Content. Customer shall be solely responsible
--------------------------
for all content transmitted by Xxxxxxxx as part of the Services.
Further, Customer shall make all arrangements with other common
carriers, Customer shall make all arrangements with other common
carriers, stations, networks, sponsors, music licensing
organizations, performers, representatives or other parties for the
authorizations necessary to avail itself of the Services. Customer
shall indemnify, defend, and save harmless Xxxxxxxx from any
liability arising out of failure to make such arrangements.
13.2 Content Indemnity. Customer shall indemnify, defend, and save
-----------------
harmless Xxxxxxxx from and against all loss, liability, damage and
expense, including reasonable attorneys' fees, due to claims arising
out of the content of any programming transmitted over Xxxxxxxx'
facilities pursuant to this Agreement including without limitation,
any claim for libel, slander, or infringement of copyright and any
other claim resulting from any act or omission of Customer arising
from the use of Xxxxxxxx' facilities or the Services provided that
Customer be given immediate written notice of any such claims and of
any suits brought or threatened against Xxxxxxxx and authority to
assume the sole defense thereof through its own counsel and to
compromise or settle any suits so far as this may be without
prejudice to Xxxxxxxx' rights.
13.3 No Violation of Law. Customer shall not use the Services for an
-------------------
unlawful purpose, including (without limitation) any use which
constitutes a violation of any local, state, federal, national or
international laws. Xxxxxxxx shall have the right to terminate this
Agreement and the Services provided hereunder without liability to
Customer in the event that Xxxxxxxx, its officers, employees or
agents, becomes the subject of any investigation, or is threatened
with or made a party to any administrative proceeding or litigation,
related to the alleged illegal use of the Services by Customer.
Notwithstanding the foregoing, Xxxxxxxx will not terminate this
Agreement pursuant to this Section 13.3 if, immediately upon
notification by Xxxxxxxx of such alleged illegal use, Customer is
able to satisfy Xxxxxxxx subject to Xxxxxxxx' sole and reasonable
discretion within forty-eight (48) hours that Customer has ceased
the aforementioned alleged illegal use.
14. NO THIRD-PARTY BENEFICIARY. The provisions of this Agreement are for the
---------------------------
benefit only of the parties hereto, and no third party may seek to enforce, or
benefit from these provisions.
15. LEGAL EXPENSES. If any proceeding is brought for the enforcement of this
---------------
Agreement, or because of an alleged or actual dispute, breach, default or
misrepresentation in connection with any of the provisions of this
Page 6 of 26
Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs and expenses incurred in such action or
proceeding in addition to any other relief to which such party may be entitled.
16. FORCE MAJEURE. Notwithstanding any other provision of this Agreement,
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neither Xxxxxxxx nor Customer shall be held liable for any delay or failure to
perform any part of this Agreement (other than non-payment of amounts due
hereunder) for any cause beyond its control and without its fault or negligence,
including but not limited to acts or omissions of civil or military authorities,
national or local emergencies, government regulations, embargoes, epidemics,
wars, terrorist acts, sabotage, riots, insurrections, fires, lightning, sun,
hail, high winds or other adverse weather conditions , explosions, nuclear
accidents, strikes, extended power blackouts, natural disasters including but
not limited to earthquakes, floods or volcanic action, failure of satellite
transponder or failure of any third party facilities, equipment or services
(outside of the control of Xxxxxxxx and its subcontractors) or any law,
regulation or order of any government agency or court of competent jurisdiction
affecting either of the parties hereto in the performance of their obligations
hereunder.
17. INDEPENDENT CONTRACTORS. The parties to this Agreement are independent
-----------------------
contractors, and none of the provisions of this Agreement shall be interpreted
or deemed to create any relationship between Xxxxxxxx and Customer other than
that of independent contractors. Without limiting the generality of the
foregoing, Xxxxxxxx and Customer shall have sole responsibilities for the
withholding of all federal and state income taxes, unemployment insurance tax,
social security tax and other withholding with respect to payments made by it to
its employees performing services for it under this Agreement. Neither party's
directors, officers, employees, contractors or agents shall be deemed employees
of the other party or shall be entitled to compensation or any employment
benefits of any kind provided by the other party to its employees.
18. WAIVER. No delay or failure of Xxxxxxxx or Customer to insist on
------
performance of any of the terms or conditions herein or to exercise any right or
privilege, or either party's waiver of any breach hereunder, shall be construed
to be a waiver thereof or a waiver of any other terms, conditions or privileges,
whether of the same or similar type.
19. GOVERNING LAW. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of New York without regard to its choice
of law provisions.
20. SEVERABILITY. If any term or provision of this Agreement shall, to any
------------
extent, be determined to be invalid or unenforceable by a court or body of
competent jurisdiction, then (a) both parties shall be relieved of all
obligations arising under such provision and this Agreement shall be deemed
amended by modifying such provision to the extent necessary to make it valid and
enforceable while preserving its intent, and (b) the remainder of this Agreement
shall be valid and enforceable.
21. SURVIVAL OF TERMS AND CONDITIONS. The terms and conditions of this
--------------------------------
Agreement which by their nature extend beyond termination of this Agreement
shall survive the expiration or termination of this Agreement to the full extent
necessary for their enforcement and for the protection of the party in whose
favor they operate.
22. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
------------
shall constitute an original and all of which, when taken together, shall
constitute one agreement.
23. PARTIES BOUND BY AGREEMENT; ASSIGNMENT. This Agreement is binding upon and
--------------------------------------
shall inure to the benefit of the parties hereto and upon their respective
successors and permitted assigns. Customer may not assign this Agreement without
the prior written consent of Xxxxxxxx, which consent shall not be unreasonably
withheld. Notwithstanding the foregoing, upon written notice, either party may
assign to a parent, affiliate, subsidiary company and/or any entity that
acquires, substantially all the shares or assets of a Party, without the consent
of the other.
24. OUTSOURCING OF NETWORK MANAGEMENT. Should Customer establish an outsourcing
---------------------------------
relationship with a third party to manage its network, Xxxxxxxx agrees to work
with such third party as designated by Customer in order to facilitate optimum
performance of Customer's network.
Page 7 of 26
25. ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the entire agreement
----------------------------
of the parties with respect to the subject matter hereof and supersedes any
prior understandings, oral agreements and/or writings between the parties
regarding the subjects within this Agreement. This Agreement may only be amended
or modified in writing signed by Customer and Xxxxxxxx.
Page 8 of 26
IN WITNESS WHEREOF the parties have executed this Agreement by the hand of their
respective duly authorised officers.
XXXXXXXX VYVX SERVICES, A BUSINESS UNIT iBEAM BROADCASTING CORPORATION
OF XXXXXXXX COMMUNICATIONS, INC.
/s/ Xxxxx Xxxxx /s/ Xxxxx Xxxx
---------------------------------------- ----------------------------------
SIGNATURE SIGNATURE
Xxxxx Xxxxx Xxxxx X. Xxxx
---------------------------------------- ----------------------------------
PRINT NAME PRINT NAME
Sr. VP & General Manager CFO
---------------------------------------- ----------------------------------
TITLE TITLE
12-14-99 12/18/99
---------------------------------------- ----------------------------------
DATE DATE
Page 10 of 26
Agreement No.______________
[LOGO OF XXXXXXXX]
VYVX SERVICES
Teleport Services Agreement - Exhibit A-1
1. SERVICE DESCRIPTION. Xxxxxxxx shall provide to Customer the use of the
-------------------
Teleport for a dedicated use transmission, based on the terms contained herein,
to uplink Customer's signal(s) from the Teleport to Xxxxxxxx-provided space
segment on TelStar 7, transponder 15.
2. SERVICE INITIATION. Xxxxxxxx shall initiate the Services described herein
------------------
on January 4, 2000 (the "Service Initiation Date"), provided, however that
Customer has signed this Agreement no later than December 14, 1999. Customer's
obligation to pay for the Services shall begin on the Service Initiation Date.
Loral has agreed to provide a transponder for testing purposes up to a maximum
of 15 MHz, and Xxxxxxxx will provide the Services during a Testing Period, which
shall begin as early as possible during the week of December 13, 1999 and
continue until January 2, 2000. Loral has informed Xxxxxxxx that Telstar 7,
Transponder 3 has been designated for such Testing Period and service will
switch to Telstar 7, Transponder 15 on January 4, 2000.
3. TERM. The term of this Exhibit A-1 shall begin on the Service Initiation
----
Date and shall continue for a period of thirty-six (36) months, or until
December 31, 2002 (the "Original Term").
4. DEMARCATION POINT FOR SERVICES. The Demarcation Point for Services
------------------------------
described herein shall be defined as either
4.1 RF Chain Demarcation
a) X Customer provided equipment ("CPE") demarcation - the
___
DVB/ASI data stream from Customer Provided encapsulator to the
input of Xxxxxxxx provided modulator for all uplink services
from the Teleport.;
b) Xxxxxxxx provided equipment demarcation - the Telco
___
demarcation point as defined by the local loop provider (RBOC,
CAP, etc.), with Xxxxxxxx responsible for connectivity between
RF Chain and local loop demarcation;
4.2 Local Loop Demarcation
a) Xxxxxxxx provided local loop demarcation - Customer
___
premise - Xxxxxxxx provisions the local loop between the
Customer premise and the respective local facility, whether
that facility is a Xxxxxxxx POP or 3/rd/ party POP, with the
demarcation point being the Customer end of the local loop;
b) Xxxxxxxx provided local loop demarcation - Teleport
___
premise - For the Primary uplink out of New York, Xxxxxxxx
provisions the local loop between the Teleport and the
respective local facility, whether that facility is a Xxxxxxxx
POP or 3/rd/ party POP, with the demarcation point being the
local facility end of the local loop. Xxxxxxxx is responsible
for provisioning and continued operation of the local loop for
the Primary signal path as defined herein;
c) Customer provided local loop demarcation - Customer
___
premise - Customer provisions the local loop between the
Customer Premise and respective local facility, whether that
facility is a Xxxxxxxx POP or 3/rd/ party POP with the
demarcation point being the local facility end of the local
loop;
d) X Customer provided local loop demarcation - Teleport
___
premise - For the Redundant uplink out of Los Angeles,
Customer provisions the local loop between the Teleport and
the respective local facility, whether that facility is a
Xxxxxxxx POP or 3/rd/ party POP, with the demarcation point
being the Teleport end of the local loop. Customer is
responsible for provisioning, payment and continued operation
of the local loop for the Redundant signal path as defined
herein.
4.3 IXC Demarcation. Intentionally Left Blank.
4.4 "Other." Intentionally Left Blank.
Page 10 of 26
5. XXXXXXXX RESPONSIBILITIES. (collectively, the Service[s])
-------------------------
[CHART APPEARS HERE]
Generic Signal Path diagram
5.1 Terrestrial Fiber Connectivity:
a) Local Access. Customer Premise (City A) Intentionally Left Blank.
b) Interexchange Fiber. Intentionally Left Blank.
c) Local Access - Teleport (City Z)
City Z Customer Premise: IXC POP, 00/xx/ Xxx, 00 Xxxxxx Xx
Xxxx Z NPA / NXX: T.B.D.
Xxxxxxxx Teleport: Primary - Xxxxxxxx Vyvx Teleport New
York, 00 Xxxxxxxx Xxxxxx, Xxxxxxxx, XX
00000
Circuit Type: _________ Analog X Digital
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Circuit Capacity: DS-3(45 Mbps)
Transmission Type: _________ Simplex X Duplex
--------
5.2 Space Segment (the "Transponders")
a) Xxxxxxxx shall provide two Ku-band transponders (the "Transponders") on
Telstar 7 at the 129 West orbital slot. The Transponders shall be provided
on a "ramp-up" schedule by which Customer commits to pay for increasing
amounts of the space segment on the Transponders. The ramp-up schedule is
depicted on the Ramp-Up and Pricing Schedule attached hereto as Exhibit D.
Customer's commitment for the space segment depicted on Exhibit D begins on
the first day of the first month of the respective quarter identified. With
appropriate notice, Customer may accelerate the ramp-up of space segment,
together with the corresponding charges. Once an increased level of space
segment has been activated, however, the level may not be decreased. The
full use of both Transponders as depicted on Exhibit D beginning no later
than [*] shall continue through the end of the Term of the Agreement. The
second transponder is subject to the Right of First Refusal described below
in subparagraph (c).
b) Additional bandwidth is available under the Bursting provision in Section
6.6 (b) herein.
c) Xxxxxxxx shall provide Customer with a Right of First Refusal on a Fully-
Protected Ku-band transponder on Telstar 7. The Right of First Refusal shall
be activated at the time Loral Skynet receives a bona fide offer for Loral's
last Fully Protected Ku-band transponder on Telstar 7. In order to implement
such Right-of-First Refusal, Xxxxxxxx shall provide Customer with written
notice that Loral has received such bona fide offer. If Customer chooses to
lease the transponder in question, Customer must respond, in writing, to
Xxxxxxxx within twenty (20) calendar days of Customer's receipt of Xxxxxxxx'
written notice and must begin full service on the second transponder no
later than forty-five (45) days following receipt of Xxxxxxxx' written
notice. The monthly rate for the second transponder shall
[*] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect
to the omitted portions.
--------------------------------------------------------------------------------
Standard Form Page 11 of 26
--------------------------------------------------------------------------------
immediately be [*] without any ramp-up schedule as depicted on Exhibit D
hereto. Customer's failure to respond to Xxxxxxxx' notification shall be
deemed a refusal of the second transponder. This Right of First Refusal
terminates when service on the second transponder begins on [*] or when
Customer declines service under the Right of First Refusal.
(d) Xxxxxxxx' Standard Satellite Terms and Conditions are attached as Exhibit C
and are considered an integral part of the Agreement. In the event of
conflict, the terms of this Agreement shall supersede the terms and
conditions in Exhibit C.
5.3 Uplinking/Downlinking. Xxxxxxxx shall modulate Customer's DVB/ASI data
stream to 70 MHz, upconvert the signal to 14 GHz and then transmit the
signal from the Teleport to the Transponder in accordance with the
predicted performance parameters which have been established based on the
technical specifications calculated in the New York link budget attached as
Exhibit A-1(a). Customer acknowledges and agrees that any equipment
substitutions or technical changes made by Customer or Xxxxxxxx may affect
the attached link budget calculations and could result in corresponding
changes to the following predicted performance specifications:
Xxxxxxxx will provide a Primary signal path via its New York Teleport. The
Customer's signal will be transmitted from New York at a calculated power
level of 73.11 dBW to TelStar 7's Ku-band transponder 15, resulting in a
predicted downlink EIRP of 47 dBW per carrier to CONUS. Xxxxxxxx
understands that this signal will be received by Customer's downlink
equipment utilizing a minimum 1.0 meter antenna in CONUS providing
approximately 40 dBi gain at 12 GHz. Calculations are based on Loral Skynet
provided specifications for TelStar 7. These values assume 6 dB of rain
fade margin and 99.7% equipment availability. Additionally, these values
predict an approximate data rate capacity of 39 MBps.
Xxxxxxxx will provide a Redundant signal path via its Los Angeles Teleport.
The Customer's signal will be transmitted from Los Angeles at a calculated
power level of 70.34 dBW to TelStar 7's Ku-band transponder 15, resulting
in a predicted downlink EIRP of 47 dBW per carrier to CONUS. Xxxxxxxx
understands that this signal will be received by Customer's downlink
equipment utilizing a minimum 1.0 meter antenna in CONUS providing
approximately 40 dBi gain at 12 GHz. Calculations are based on Loral Skynet
provided specifications for TelStar 7. These values assume 6 dB of rain
fade margin and 99.7% equipment availability. Additionally, these values
predict an approximate data rate capacity of 39 MBps.
When Xxxxxxxx has actual knowledge that there is an outage to Customer's
Service, Xxxxxxxx must switch signal delivery from the Primary uplink to
the Redundant uplink as described herein. Xxxxxxxx will switch the signal
within five (5) minutes upon Xxxxxxxx' actual knowledge of the outage. To
accommodate Xxxxxxxx' switch of signal delivery, Customer shall maintain
the delivery of the data signal to the Redundant uplink on a continuous
basis.
It is understood and agreed to by both parties that while these initial
uplink systems do not support iBEAM's long term growth requirements,
approximately [*] MBps for a CONUS service, but they do provide sufficient
capacity for iBEAM to develop their service offering. At such time that
both parties deem this current capacity to be insufficient to meet iBEAM's
market requirements, both parties will work together to expand these
systems to support iBEAM's long term growth requirements of [*] MBps. Such
expansion of Services shall be reflected in an amendment to this Agreement.
---------------------------------------------------------------------------------------------------------
Uplink Uplink Downlink Downlink
Direction Data Rate Freq. Polarity Freq. Polarity Modulation FEC
---------------------------------------------------------------------------------------------------------
Simplex Uplink-NY 39 MBps 14300 Horizontal 12000 Vertical QPSK 3/4
MHz MHz
---------------------------------------------------------------------------------------------------------
Simplex Uplink-LA 39 MBps 14300 Horizontal 12000 Vertical QPSK 3/4
MHz MHz
---------------------------------------------------------------------------------------------------------
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
--------------------------------------------------------------------------------
Standard Form Page 12 of 26
--------------------------------------------------------------------------------
5.4 Equipment. Xxxxxxxx shall provide the necessary equipment to uplink
Customer's signal(s) to/from the customer provided modem in accordance with
this Agreement. Uplink system will operate with data modulators, frequency
upconverters and High Power Amplifiers in a 1:N automatic redundancy mode
where N=4. Xxxxxxxx will supply an environmentally controlled facility,
including 2 19" racks for Customer's equipment and 2 POTS lines for remote
monitoring of the Customer Provided equipment at each teleport facility.
Facility power will be supplied at 120vac or 208vac. In the event of
facility power failure, all critical equipment will have power supplied by
an uninterruptable power supply with sufficient battery capacity to allow
time for William's supplied diesel generator to be automatically switched
on-line. All equipment provided by Xxxxxxxx shall remain the property of
Xxxxxxxx.
5.5 Monitor. Xxxxxxxx will monitor the Service, and Xxxxxxxx will communicate
with Customer as promptly as possible regarding any technical problems with
Customer's Equipment, Customer's signal(s) or the Services. Xxxxxxxx will
provide Customer with a monthly monitoring report in a form or format which
is mutually agreed to by the parties.
5.6 Basic Maintenance. Xxxxxxxx may provide basic maintenance to Customer based
on procedures mutually agreed upon by the parties.
6. CUSTOMER RESPONSIBILITIES.
6.1 Space Segment. Intentionally Left Blank.
6.2 Signal Delivery. Customer shall be solely responsible for delivery of its
signal(s) to/from the Demarcation Point, as defined in Section 4 above.
6.3 Uplinking/Downlinking. Intentionally Left Blank.
6.4 Customer's Equipment.
(a) For the Services described above, Customer shall provide equipment
("Customer's Equipment") to both the New York and Los Angeles Teleports
to be used in connection with Xxxxxxxx provision of the Services to
Customer which will perform the following functions:
2 Cisco 7206VXR Routers - The first router is for terminating ATM DS3
local loop for the purpose of passing multicast and unicast data from
Customer's broadcasting head ends into Customer's DVB encapsulators.
The second router is for redundancy.
2 Cisco 2924 Switches - The first switch is to terminate Customer's
server, router, encapsulator and terminal server equipment LAN ports,
and allows for layer 2 communication between Customer's equipment. The
second switch is for redundancy.
2 Skystream Encapsulators - The first encapsulator encapsulates
Customer's data into a DVB compliant format for delivery to Xxxxxxxx'
multiplexing equipment. The second encapsulator is for redundancy.
Cisco 2511 Terminal Server - Provides out of band management and remote
capability for controlling and configuring Customer owned equipment.
Customer shall provide Xxxxxxxx with a list of equipment as well as a
corresponding diagram(s) to be updated as required.
(b) Customer's Equipment shall remain the property of Customer, and
maintenance, repair, or replacement of Customer's Equipment shall be
the sole responsibility of Customer. In the event that Customer's needs
change with regard to rack space, the parties shall re-evaluate charges
associated with such additional rack space. Upon
--------------------------------------------------------------------------------
Standard Form Page 13 of 26
--------------------------------------------------------------------------------
expiration or termination of this Agreement, Customer agrees to
promptly remove Customer's Equipment. Customer's failure to do so, or
failure to provide Xxxxxxxx with instructions regarding the disposition
of Customer's Equipment within thirty (30) days of the expiration or
termination of the Agreement shall be deemed to be an abandonment of
Customer's Equipment, and Xxxxxxxx may remove Customer's Equipment and
place it in storage for Customer. Upon payment to Xxxxxxxx of the total
cost of removal, storage and shipping, Xxxxxxxx will ship Customer's
Equipment to Customer.
(c) The Teleport is staffed on a 24 x 7 basis. For security of the Teleport
and in the best interests of Xxxxxxxx and its customers, access to the
Teleport is restricted. Customer shall have access to Customer's
Equipment for normal maintenance purposes from 08:00 to 17:00 local
time, weekends and holidays excluded, and Customer shall give the
Teleport a minimum of 24 hours advance notice. Customer shall have
access to Customer's Equipment for emergency servicing purposes at any
time, and Customer shall give a minimum of one hour advance notice.
Customer shall provide the Teleport with a written list of all of
Customer's employees (or contractors) who are authorized to have access
to Customer's Equipment, and Customer shall update this list as needed.
The Teleport may deny access to any person whose name is not on
Customer's list of authorized persons.
(d) The Teleport will supply adequate rack space for Customer's Equipment
as listed above at no charge in addition to the Service Charge. Any
additional rack space required or requested by Customer shall be
subject to availability and to additional charge.
6.5 Uplinking/Downlinking Equipment. Customer shall be solely responsible for
transmitting/receiving satellite signals, including all uplink/downlink
equipment necessary for transmission/reception of satellite signals at
locations other than the Teleport.
6.6 Data Rates and Service Charges.
(a) Monthly Recurring Charges. The Monthly Recurring Charge ("MRC") for the
Service shall be as described in the Ramp-Up and Pricing Schedule
attached hereto as Exhibit D. Customer is committing to the following
data rate ramp-up schedule for Services:
Data Rate Timeframe
_______________________________
[*] Qtr 1, '00
[*] Qtr 2, '00
[*] Qtr 3, '00
[*] Qtr 4, '00
[*] Qtr 1, '01
[*] Qtr 2, '01
[*] Qtr 3, '01
[*] Qtr 4, '01
[*] Qtr 1, '02
[*] Qtr 2, '02
[*] Qtr 3, '02
[*] Qtr 4, '02
(b) Non-Recurring Expense. The Non-Recurring Expense ("NRE") for the
Services shall be as described in the Ramp-Up and Pricing Schedule
attached hereto as Exhibit D. Customer shall be charged the NRE, or
one-time fee of $[*], which sum represents $[*] installation fee for
the two teleports ($[*] x 2 teleports) plus $[*] rack fees for two
racks per each teleport ($[*] x 2 racks x 2 teleports).
(c) Rack Space Charges. The Rack Space Charges for the Service shall be as
described in the Ramp-Up and Pricing Schedule attached hereto as
Exhibit D. Customer will not be charged any MRC for the initial two
racks deployed at each teleport, or 4 total racks. However, as Customer
adds racks, Customer will not incur any NRE, but Customer will incur
MRC charges for every additional rack beyond the first four. The rates
for these racks will vary with the number of transponders required to
provide the service, or as the number of transponders required
increases, the per rack rate will decrease. The Rack rates will be $[*]
per rack, above the initial four, while the Customer requires
[*] Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.
--------------------------------------------------------------------------------
Standard Form Page 14 of 26
--------------------------------------------------------------------------------
one transponder. Once the Customer adds a second transponder, the
per rack rate will drop to $[*] per rack. If Customer adds a third
transponder, the rate would drop to $[*] per rack.
(d) Bursting. The Bursting Charge for the Service shall be as
described in the Ramp-Up and Pricing Schedule attached hereto as
Exhibit D. Each single Bursting event is limited to a duration of
seven (7) days, with a limitation of nine (9) days for multiple
bursting events during any thirty-one (31) calendar day rolling
period. If the bursting event exceeds either the seven (7) day
limitation for a single event or any period of time during the
nine (9) days for any thirty-one (31) calendar day period,
Customer will be required to ramp-up its Service to the data rate
level for the highest bandwidth actually used during the bursting
event. For example, if Customer is at 10 MBps, and wants to burst
to 15 MBps for nine (9) days, then Customer is required to ramp-up
its fixed data rate to 15 MBps from 10 MBps and begin paying the
15 MBps rate with no One-Time bursting fee associated with this
ramp-up. Additionally, any Bursting is limited to 10 MBps above
the current fixed data rate. If the Bursting requires bandwidth
greater than 10 MBps higher than the current data rate, Customer
will be required to raise its current data rate to a level
supporting the desired bursted bandwidth. All Bursting is limited
to the bandwidth available within a single transponder. No
bursting capability is available if bandwidth requires an
additional transponder.
(e) The Service Charge shall be invoiced thirty (30) days in arrears
and shall be paid by Customer in U.S. Dollars within thirty (30)
days of the date of invoice. Additionally, at the time of signing
this Agreement, Customer shall remit to Xxxxxxxx the sum of
$[*] which sum represents advance payment of one month's
Service Charge for Transponder 1, to be held by Xxxxxxxx as a
deposit (the "Deposit") throughout the Term of this Agreement.
Further, prior to initiation of Service on Transponder 2, Customer
shall remit to Xxxxxxxx the additional sum of $[*] which sum
represents advance payment of one month's Service Charge for
Transponder 2, to be held by Xxxxxxxx as a deposit throughout the
Term of this Agreement. Such deposits, as are set forth above,
shall be returned to Customer thirty (30) days from termination of
this Agreement, provided however that Customer has made payment
for all services rendered hereunder.
(f) Customer agrees that this is a take-or-pay commitment and that
failure to use the Services throughout the Term does not affect
Customer's obligation to pay the Service Charge throughout the
Term. The parties agree that Customer's total commitment pursuant
to this Agreement through the Term is approximately $[*]. The
parties agree that this take-or-pay commitment is a portion of the
consideration for this Agreement, and that it is not a penalty.
6.7 Labor. If Xxxxxxxx performs labor for Customer beyond Basic Maintenance
as described in Section 5.6 herein, at Customer's request, other than in
connection with the Services, then Customer agrees to pay Xxxxxxxx for
that labor at the rate of $100 per hour. An example of when a labor
charge would be charged is if Xxxxxxxx agreed to switch out an item of
Customer's Equipment with a replacement part provided by Customer.
6.8 Compliance with Teleport Policies. Customer agrees that it shall comply
with all policies and procedures of the Teleport.
7. AUTOMATIC RENEWAL. After the expiration of the Original Term, this Exhibit
-----------------
A-1 shall automatically renew for one-year renewal terms (a "Renewal Term").
Either party may elect not to renew the Agreement by providing the other party
with written notice a minimum of one hundred twenty (120) days prior to the end
of the Original Term or any Renewal Term.
8. ANNUAL SERVICE CHARGE ADJUSTMENT. Upon expiration of the Original Term, and
--------------------------------
continuing thereafter annually on each anniversary of the Renewal Term of
this Agreement, unless otherwise agreed to by the parties, the Service Charge
shall be increased by an amount equal to the Consumer Price Index for All
Urban Consumers (CPI-U), as originally published by the Bureau of Labor
Statistics, for all items less food and energy, unadjusted for the twelve
month period ending the previous December 31.
[*] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
--------------------------------------------------------------------------------
Standard Form Page 15 of 26
--------------------------------------------------------------------------------
Exhibit A-1(a) Primary Service - New York Link Budget
---------------------------------------------------------------------------------------------------------------------
Service Name iBEAM
Coverage CONUS
Uplink earth station Newark
Downlink earth station CONUS EIRP
Satellite name Telstar 7
---------------------------------------------------------------------------------------------------------------------
Link Input Parameters Uplink Downlink Units
---------------------------------------------------------------------------------------------------------------------
Site latitude 40.73N 48.93N degrees
Site longitude 74.17W 119.43W degrees
Magnetic variation 13.3W 19.0E degrees
Site altitude 0.1 0.2 km
Frequency 14 12 GHz
Polarization Vertical Horizontal
Rain-climatic zone (* prefix Crane) K D
Availability (average year) 99.7 99.7 %
Water vapour density 15 10 gm/m3
Surface temperature 20 15 /degrees/C
Antenna aperture 7 1 metres
Antenna efficiency / gain 65 65 % (* prefix dBi)
Coupling loss 4 0.1 dB
Antenna tracking / mispoint error 0.1 0.1 dB
LNB noise figure / temp 0.8 dB (* prefix K)
Antenna noise 50 K
Adjacent carrier interference 28 28 dB
Adjacent satellite interference 28 28 dB
Cross polarization interference 28 28 dB
Uplink station HPA output back-off 1 dB
Number of carriers / HPA 1
HPA C/IM (up) 30 dB
Uplink power control 6 dB
Uplink filter truncation loss 0 dB
---------------------------------------------------------------------------------------------------------------------
Satellite Input Parameters Value Units
---------------------------------------------------------------------------------------------------------------------
Satellite longitude 129W degrees
Transponder type TWTA
Receive G/T 1.4 dB/K
Saturation flux density -96 dBW/m2
Satellite attenuator pad 6 dB
Transmit EIRP at saturation 47 dBW
Transponder bandwidth 36 MHz
Input back off total 1 dB
Output back off total 2.49 dB
Intermodulation interference 12.5 dB
---------------------------------------------------------------------------------------------------------------------
Carrier/Link Input Parameters Value Units
---------------------------------------------------------------------------------------------------------------------
Modulation 4-PSK
Required bit error rate performance 10-7
Required Eb/No without FEC coding 11.31 dB
Required Eb/No with FEC coding 5.5 dB
--------------------------------------------------------------------------------
Standard Form Page 16 of 26
--------------------------------------------------------------------------------
Information rate 39 Mbps
Overhead 5 %
FEC code rate 0.75
Spread factor 1.2
Carrier spacing factor 1.3
Bandwidth allocation step size 0.1 MHz
System margin 1 dB
---------------------------------------------------------------------------------------------------------------------
Calculations at Saturation Value Units
---------------------------------------------------------------------------------------------------------------------
Gain 1m2 44.38 dB/m2
Uplink C/No 95.52 dB.Hz
Downlink C/No 88.78 dB.Hz
Total C/No 87.94 dB.Hz
Uplink EIRP for saturation 74.11 dBW
---------------------------------------------------------------------------------------------------------------------
General Calculations Uplink Downlink Units
---------------------------------------------------------------------------------------------------------------------
Elevation 17.59 33.1 degrees
True azimuth 245.31 192.61 degrees
Compass bearing 258.61 173.61 degrees
Path distance to satellite 39794.08 38339.27 km
Propagation time delay 0.13 0.13 seconds
Antenna efficiency 65 65 %
Antenna gain 58.36 40.12 dBi
Availability (average year) 99.7 99.7 %
Link downtime (average year) 26.298 26.298 hours
Availability (worst month) 99 99 %
Link downtime (worst month) 7.305 7.305 hours
Spectral power density -24.38 5.38 dBW/4kHz
---------------------------------------------------------------------------------------------------------------------
Uplink Calculation Clear Rain Up Rain Dn Units
---------------------------------------------------------------------------------------------------------------------
Uplink transmit EIRP 73.11 73.11 73.11 dBW
Transponder input back-off (total) 1 1 1 dB
Input back-off per carrier -0 -0 -0 dB
Mispoint loss 0.1 0.1 0.1 dB
Free space loss 207.37 207.37 207.37 dB
Atmospheric absorption 0.43 0.43 0.43 dB
Tropospheric scintillation fading 0.69 0.69 0.69 dB
Atmospheric losses total 1.13 1.13 1.13 dB
Total path loss (excluding rain) 208.59 208.59 208.59 dB
Rain attenuation 0 3.6 0 dB
Uplink Power Control 0 6 0 dB
Uncompensated Rain Fade 0 0 0 dB
C/No (thermal) 94.52 94.52 94.52 dB.Hz
C/N (thermal) 19.37 19.37 19.37 dB
X/XXX 00 00 00 xX
X/XXX 00 00 00 dB
C/XPI 28 28 28 dB
C/IM 30 30 30 dB
Eb/(No*Io) 16.64 16.64 16.64 dB
--------------------------------------------------------------------------------
Standard Form Page 17 of 26
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
Downlink Calculation Clear Rain Up Rain Dn Units
------------------------------------------------------------------------------------------------------------------
Satellite EIRP total 47 47 47 dBW
Transponder output back-off (total) 2.49 2.49 2.49 dB
Output back-off per carrier -2.49 -2.49 -2.49 dB
Satellite EIRP per carrier 44.51 44.51 44.51 dBW
Mispoint loss 0.1 0.1 0.1 dB
Free space loss 205.7 205.7 205.7 dB
Atmospheric absorption 0.14 0.14 0.14 dB
Tropospheric scintillation fading 0.32 0.32 0.32 dB
Atmospheric losses total 0.46 0.46 0.46 dB
Total path loss (excluding rain) 206.27 206.27 206.27 dB
Rain attenuation 0 0 0.64 dB
Noise increase due to precipitation 0 0 1.15 dB
Downlink degradation (DND) 0 0 1.79 dB
Total system noise 114.12 114.12 148.8 K
Figure of merit (G/T) 19.45 19.45 18.29 dB/K
C/No (thermal) 86.29 86.29 84.5 dB.Hz
C/N (thermal) 11.13 11.13 9.35 dB
X/XXX 00 00 00 xX
X/XXX 00 00 00 dB
C/XPI 28 28 28 dB
C/IM 12.5 12.5 12.5 dB
Eb/(No*Io) 7.63 7.63 6.54 dB
------------------------------------------------------------------------------------------------------------------
Totals per Carrier (End-to-End) Clear Rain Up Rain Dn Units
------------------------------------------------------------------------------------------------------------------
C/No (thermal) 85.68 85.68 84.09 dB.Hz
C/N (thermal) 10.53 10.53 8.93 dB
C/ACI 24.99 24.99 24.99 dB
C/ASI 24.99 24.99 24.99 dB
C/XPI 24.99 24.99 24.99 dB
C/IM 12.42 12.42 12.42 dB
C/(No*Io) 83.24 83.24 82.26 dB.Hz
C/(N*I) 8.09 8.09 7.11 dB
Eb/(No*Io) 7.12 7.12 6.14 dB
System margin 1 1 1 dB
Net Eb/(No*Io) 6.12 6.12 5.14 dB
Required Eb/(No*Io) 5.5 5.5 5.5 dB
Excess margin 0.62 0.62 -0.36 dB
------------------------------------------------------------------------------------------------------------------
Earth Station Power Requirements Value Units
------------------------------------------------------------------------------------------------------------------
EIRP per carrier 73.11 dBW
HPA power per carrier 14.75 dBW
Uplink power control 6 dB
HPA output back off 1 dB
Waveguide loss 4 dB
Filter truncation loss 0 dB
Number of HPA carriers 1
Total HPA power required 25.75 dBW
Required HPA power capability 376.24 W
Spectral power density -24.38 dBW/4kHz
------------------------------------------------------------------------------------------------------------------
Standard Form Page 18 of 26
---------------------------------------------------------------------------------------------------------------------
Space Segment Utilization Value Units
---------------------------------------------------------------------------------------------------------------------
Information rate (inc overhead) 40.95 Mbps
Transmit rate 54.6 Mbps
Symbol rate 27.3 MBaud
Occupied bandwidth 32.76 MHz
Noise bandwidth 75.15 dB.Hz
Minimum allocated bandwidth required 35.49 MHz
Allocated transponder bandwidth 35.5 MHz
Allocated transponder bandwidth 98.61 %
Carriers per transponder by bandwidth usage 1.01
Used transponder power 44.51 dBW
Used transponder power 100 %
---------------------------------------------------------------------------------------------------------------------
Standard Form Page 19 of 26
Exhibit A-1(b) Redundant Service - Los Angeles Link Budget
-------------------------------------------------------------------------------------------------------------------
Service Name iBEAM
Coverage CONUS
Uplink earth station Xxxxxx Valley
Downlink earth station CONUS EIRP
Satellite name Telstar 7
------------------------------------------------------------------------------------------------------------------
Link Input Parameters Uplink Downlink Units
------------------------------------------------------------------------------------------------------------------
Site latitude 33.95N 48.93N degrees
Site longitude 117.40W 119.43W degrees
Magnetic variation 13.7E 19.0E degrees
Site altitude 0.2 0.2 km
Frequency 14 12 GHz
Polarization Vertical Horizontal
Rain-climatic zone (* prefix Crane) D D
Availability (average year) 99.7 99.7 %
Water vapour density 10 5 gm/m3
Surface temperature 20 15 (degrees)C
Antenna aperture 3.5 1 metres
Antenna efficiency / gain 65 65 % (* prefix dBi)
Coupling loss 3 0.1 dB
Antenna tracking / mispoint error 0.1 0.1 dB
LNB noise figure / temp *35 dB (* prefix K)
Antenna noise 50 K
Adjacent carrier interference 28 28 dB
Adjacent satellite interference 28 28 dB
Cross polarization interference 28 28 dB
Uplink station HPA output back-off 1 dB
Number of carriers / HPA 1
HPA C/IM (up) 30 dB
Uplink power control 6 dB
Uplink filter truncation loss 0 dB
---------------------------------------------------------------------------------------------------------------
Satellite Input Parameters Value Units
---------------------------------------------------------------------------------------------------------------
Satellite longitude 129W degrees
Transponder type TWTA
Receive G/T 1.4 dB/K
Saturation flux density -96 dBW/m2
Satellite attenuator pad 6 dB
Transmit EIRP at saturation 47 dBW
Transponder bandwidth 36 MHz
Input back off total 1 dB
Output back off total 2.49 dB
Intermodulation interference 12.5 dB
---------------------------------------------------------------------------------------------------------------
Carrier/Link Input Parameters Value Units
---------------------------------------------------------------------------------------------------------------
Modulation 4-PSK
Required bit error rate performance 10^-7
---------------------------------------------------------------------------------------------------------------
Standard Form Page 20 of 26
Required Eb/No without FEC coding 11.31 dB
Required Eb/No with FEC coding 5.5 dB
Information rate 30 Mbps
Overhead 5 %
FEC code rate 0.75
Spread factor 1.2
Carrier spacing factor 1.3
Bandwidth allocation step size 0.1 MHz
System margin 1 dB
------------------------------------------------------------------------------------------------------------------------
Calculations at Saturation Value Units
------------------------------------------------------------------------------------------------------------------------
Gain 1m2 44.38 dB/m2
Uplink C/No 95.52 dB.Hz
Downlink C/No 89.92 dB.Hz
Total C/No 88.86 dB.Hz
Uplink EIRP for saturation 72.72 dBW
------------------------------------------------------------------------------------------------------------------------
General Calculations Uplink Downlink Units
------------------------------------------------------------------------------------------------------------------------
Elevation 48.61 33.1 degrees
True azimuth 200.18 192.61 degrees
Compass bearing 186.48 173.61 degrees
Path distance to satellite 37165.77 38339.27 km
Propagation time delay 0.12 0.13 seconds
Antenna efficiency 65 65 %
Antenna gain 52.34 40.12 dBi
Availability (average year) 99.7 99.7 %
Link downtime (average year) 26.298 26.298 hours
Availability (worst month) 99 99 %
Link downtime (worst month) 7.305 7.305 hours
Spectral power density -19.99 5.14 dBW/4kHz
------------------------------------------------------------------------------------------------------------------------
Uplink Calculation Clear Rain Up Rain Dn Units
------------------------------------------------------------------------------------------------------------------------
Uplink transmit EIRP 70.34 70.34 70.34 dBW
Transponder input back-off (total) 0 0 0 xX
Xxxxx xxxx-xxx xxx xxxxxxx -0.00 -0.00 -0.00 dB
Mispoint loss 0.1 0.1 0.1 dB
Free space loss 206.77 206.77 206.77 dB
Atmospheric absorption 0.13 0.13 0.13 dB
Tropospheric scintillation fading 0.19 0.19 0.19 dB
Atmospheric losses total 0.32 0.32 0.32 dB
Total path loss (excluding rain) 207.2 207.2 207.2 dB
Rain attenuation 0 0.85 0 dB
Uplink Power Control 0 6 0 dB
Uncompensated Rain Fade 0 0 0 dB
C/No (thermal) 93.15 93.15 93.15 dB.Hz
C/N (thermal) 19.13 19.13 19.13 dB
X/XXX 00 00 00 xX
X/XXX 00 00 00 dB
C/XPI 28 28 28 dB
------------------------------------------------------------------------------------------------------------------------
Standard Form Page 21 of 00
X/XX 00 00 00 dB
Eb/(No*Io) 16.49 16.49 16.49 dB
------------------------------------------------------------------------------------------------------------------------
Downlink Calculation Clear Rain Up Rain Dn Units
------------------------------------------------------------------------------------------------------------------------
Satellite EIRP total 47 47 47 dBW
Transponder output back-off (total) 2.49 2.49 2.49 dB
Output back-off per carrier -3.87 -3.87 -3.87 dB
Satellite EIRP per carrier 43.13 43.13 43.13 dBW
Mispoint loss 0.1 0.1 0.1 dB
Free space loss 205.7 205.7 205.7 dB
Atmospheric absorption 0.11 0.11 0.11 dB
Tropospheric scintillation fading 0.22 0.22 0.22 dB
Atmospheric losses total 0.33 0.33 0.33 dB
Total path loss (excluding rain) 206.13 206.13 206.13 dB
Rain attenuation 0 0 0.64 dB
Noise increase due to precipitation 0 0 1.41 dB
Downlink degradation (DND) 0 0 2.05 dB
Total system noise 90.46 90.46 125.14 K
Figure of merit (G/T) 20.45 20.45 19.05 dB/K
C/No (thermal) 86.05 86.05 84.01 dB.Hz
C/N (thermal) 12.04 12.04 9.99 dB
X/XXX 00 00 00 xX
X/XXX 00 00 00 dB
C/XPI 28 28 28 dB
C/IM 12.5 12.5 12.5 dB
Eb/(No*Io) 8.11 8.11 6.96 dB
------------------------------------------------------------------------------------------------------------------------
Totals per Carrier (End-to-End) Clear Rain Up Rain Dn Units
------------------------------------------------------------------------------------------------------------------------
C/No (thermal) 85.28 85.28 83.51 dB.Hz
C/N (thermal) 11.27 11.27 9.49 dB
C/ACI 24.99 24.99 24.99 dB
C/ASI 24.99 24.99 24.99 dB
C/XPI 24.99 24.99 24.99 dB
C/IM 12.42 12.42 12.42 dB
C/(No*Io) 82.51 82.51 81.48 dB.Hz
C/(N*I) 8.49 8.49 7.47 dB
Eb/(No*Io) 7.52 7.52 6.5 dB
System margin 1 1 1 dB
Net Eb/(No*Io) 6.52 6.52 5.5 dB
Required Eb/(No*Io) 5.5 5.5 5.5 dB
Excess margin 1.02 1.02 0 dB
------------------------------------------------------------------------------------------------------------------------
Earth Station Power Requirements Value Units
------------------------------------------------------------------------------------------------------------------------
EIRP per carrier 70.34 dBW
HPA power per carrier 18 dBW
Uplink power control 6 dB
HPA output back off 1 dB
Waveguide loss 3 dB
------------------------------------------------------------------------------------------------------------------------
Standard Form Page 22 of 26
Filter truncation loss 0 dB
Number of HPA carriers 1
Total HPA power required 28 dBW
Required HPA power capability 631.6 W
Spectral power density -19.99 dBW/4kHz
------------------------------------------------------------------------------------------------------------------------
Space Segment Utilization Value Units
------------------------------------------------------------------------------------------------------------------------
Information rate (inc overhead) 31.5 Mbps
Transmit rate 42 Mbps
Symbol rate 21 MBaud
Occupied bandwidth 25.2 MHz
Noise bandwidth 74.01 dB.Hz
Minimum allocated bandwidth required 27.3 MHz
Allocated transponder bandwidth 27.3 MHz
Allocated transponder bandwidth 75.83 %
Carriers per transponder by bandwidth usage 1.32
Used transponder power 43.13 dBW
Used transponder power 72.85 %
Carriers per transponder by power usage 1.37
Carriers per transponder limited by:- Transponder bandwidth [1.32 carriers]
------------------------------------------------------------------------------------------------------------------------
Standard Form Page 23 of 26
EXHIBIT B
CUSTOMER'S CONTACTS FOR OPERATIONAL NOTICES
Customer Contact No. 1
Name: iBEAM Network Operations
Telephone: 000-000-0000 or 000-000-0000
Customer Contact No. 2
Name: Pet Xxxxxx
Title: Director, Network Operations
Telephone: 000-000-0000
Customer Contact No. 3
Name: Xxxxxx Xxxxxxx
Title: Executive Director Operations
Telephone: 000-000-0000
Standard Form Page 24 of 26
Exhibit C
Satellite Terms & Conditions
1. Application of Terms and Conditions; Exclusion of Other or Additional Terms
---------------------------------------------------------------------------
These Standard Terms and Conditions are applicable to all Communications
Services provided by Xxxxxxxx to the Customer ("Customer") pursuant to this
Service Agreement ("Agreement"). COMMUNICATIONS SERVICES WILL BE PROVIDED ON
THE FOLLOWING TERMS AND CONDITIONS AND THE TERMS AND CONDITIONS OF THE
AGREEMENT AND IN THE EVENT OF ANY CONFLICTS BETWEEN THE TERMS AND CONDITIONS
OF THIS EXHIBIT C AND THE TERMS AND CONDITIONS OF THE AGREEMENT, THE TERMS
AND CONDITIONS OF THIS EXHIBIT C SHALL CONTROL.
2. Definitions For purposes of this Agreement, the following terms shall have
-----------
the definitions set forth in this Section 2, as follows:
"Applicable Carrier" shall mean the person, corporation, partnership, firm
------------------
or other entity in control of the satellite, satellite transponder,
microwave link, uplink, downlink, analog copper and/or fiber optic
facilities being used to provide the Communications Services.
"Applicable Carrier's Tariff" shall mean the Applicable Carrier's Tariff for
---------------------------
Allowances for Interruptions, setting forth the policies of the Applicable
Carrier with regard to credits, allowances, refunds or payments in the event
of an interruption of Communications Services caused by the Applicable
Carrier or the Applicable Carrier's equipment, as well as the policies of
the Applicable Carrier with regard to payments, penalties and charges for
cancellation of Communications Services by the Customer.
"Communications Services" shall include (without limitation) satellite
-----------------------
transponder, transponder uplink/downlink, fiber optic, telephone line and/or
microwave capacity, as applicable to the services requested by Customer.
"Customer Agent" shall mean any person, corporation, partnership, firm or
--------------
other entity transmitting signals to, from or via a satellite transponder or
using other Communications Services with the permission of or on behalf of a
Customer.
"Exchange Rates" shall mean the rates at which US dollars are exchanged for
--------------
the relevant foreign currency as published in The Wall Street Journal, U.S.
Edition.
"Uplink/Downlink Agent" shall mean the person, corporation, partnership,
---------------------
firm or other entity engaged by Customer to transmit or receive Customer's
signal to the satellite transponder being used to provide the Communications
Services.
3. Provision of Communications Services Xxxxxxxx shall provide Customer, and
------------------------------------
Customer shall accept from Xxxxxxxx as specified by Customer on the terms
and conditions set forth herein.
4. International Service Rates for international Communications Services are
---------------------
priced to Customer based on the Exchange Rate at the time service is
contracted for, subject to monthly adjustments to reflect changes in the
applicable published Exchange Rate on the first day of each month. Should
the carrier of non-U.S. Communications Services modify its tariff or the
technical parameters for Communications Services during the term of this
Agreement, Xxxxxxxx shall have the right correspondingly to modify the
tariff or rate or technical parameters of its Communications Services to
Customer.
5. Obligations of the Customer Customer shall make all arrangements with other
---------------------------
common carriers, stations, networks, sponsors, music licensing
organizations, performers, representatives or other parties for the
authorizations necessary to avail itself of the Communications Services.
Xxxxxxxx shall be indemnified, defended and saved harmless by Customer from
any liability arising out of failure to make such arrangements. Customer
shall not use Communications Services for an unlawful purpose, including
(without limitation) any use which constitutes a violation of any state or
federal obscenity laws. Xxxxxxxx shall have the right to terminate
Communications Services provided hereunder without liability to Customer in
the event that Xxxxxxxx, its officers, employees or agents, or the
Applicable Carrier, its officers, employees or agents, becomes the subject
of any investigation, or is threatened with or made a party to any
administrative proceeding or litigation, related to the alleged illegal use
of the Communications Services by the Customer.
6. Non-Interference for Satellite Transmissions and Use of Other Communications
----------------------------------------------------------------------------
Services
--------
(a) All transmissions to and from the satellite transponder or other use of
Communications Services made by Customer and/or a Customer Agent in
connection with use of Communications Services pursuant to this
Agreement shall comply with all of the rules and regulations of the
Federal Communications Commission ("FCC"), other governmental agencies,
carriers or other authorities applicable to Customer and/or each
Customer Agent with respect to the Satellite Transponder or the
Communications Services. Customer and each Customer Agent will follow
the established practices and procedures of the Applicable Carrier for
frequency coordination and will not utilize the Communications Services
in a manner which, under standard engineering practice, would or might
interfere with the use of or cause physical harm to any satellite
transponder, the satellite or any other communications facility. If, in
Xxxxxxxx, the Applicable Carrier's or other carrier's judgment,
Customer's or any Customer Agent's transmissions to or from or
utilization of the satellite transponder or other Communications
Services (whether directly or through a Customer Agent), interferes with
or causes physical harm to any satellite transponder, the satellite or
any other communications facility, Customer agrees to cease or cause to
be ceased immediately all transmissions to and utilization of the
satellite transponder or other Communications Services upon notice
thereof by Xxxxxxxx or the carrier until such time as such transmission
or utilization shall not, in Xxxxxxxx' or the carrier's
Standard Form Page 25 of 26
judgment, interfere with and shall not cause physical harm to any
satellite transponder, the satellite or any other communications
facility. In such event and in addition to Xxxxxxxx' other rights and
remedies hereunder, Customer agrees that its rights to use a portion
of the satellite transponder or other Communications Services in
accordance with this Agreement shall be subject to Xxxxxxxx' right to
terminate Communications Services and all of Customer's rights
hereunder without liability to Customer and to take such action as may
be necessary, appropriate or desirable to terminate any such
interference or physical harm by Customer and each Customer Agent.
(b) To ensure that Customer and each Uplink/Downlink Agent's
transmissions to and from the satellite transponder and
Customer's utilization of the Communications Services
(whether directly or through an Uplink/Downlink Agent) does
not so interfere with or cause physical harm to any
transponder or satellite, Customer and each Uplink/Downlink
Agent, prior to any transmission to the satellite
transponder, must satisfy the uplink access requirements set
forth by the Applicable Carrier. Further, without limiting
the generality of the foregoing, if Customer's use involves
video broadcasting, Customer agrees to comply in all
respects with Section 25.308 of the FCC rules regarding the
Automatic Transmitter Identification System.
7. Pre-emptible Nature of Communications Services The satellite transponder
----------------------------------------------
and other Communications Services provided herein are not normally
protected, other than as provided in Section 8 herein, and may be preempted
and Customer acknowledges and agrees that it sometimes may be necessary or
advisable for the Applicable Carrier or other carrier deliberately to
preempt or interrupt Customer's use of the Communications Services in order
to protect the overall performance of each satellite, fiber optic network
or other communications facility, or other technical reasons. Such
decisions shall be made by the owners or operators of the satellite, fiber
optic network or other communications facility at their sole discretion and
Xxxxxxxx shall have no liability to Customer as a result of such decisions.
9. Fully Protected Transponder. "Fully-Protected" transponders, in the event
---------------------------
of failure, shall be restored by the Applicable Carrier using spare
equipment that may be available on the satellite at the time of failure, or
on a comparable transponder on the same satellite, or on another Applicable
Carrier satellite then in orbit, except when the failure is caused by
Customer. Fully Protected transponders are not preemptible.
9. Allowances for Interruption
---------------------------
(a) Allowances for interruption of Communications Service will be in
accordance with the Applicable Carrier's Tariff. In the absence of an
Applicable Carrier's Tariff, Xxxxxxxx' policy shall apply as follows:
(i) When an interruption of a Communications Service occurs for a
period of 60 seconds or more, credit is allowed on the basis of 5
minutes for each 5 consecutive minutes or fraction thereof of
interruption; (ii) Two or more interruptions occurring during any
period of 5 consecutive minutes shall be considered one interruption;
and (iii) An interruption of either the audio or visual portion of the
television channel shall be considered an interruption of both.
(b) An allowance will not be made where Customer fails to transmit or
receive a television, data or voice channel as a result of, or
attributable in whole or in part to: (i) Customer's negligence or
willful acts, or the negligence or willful acts of its officers,
directors, agents, employees, subsidiaries, parents, affiliates,
customers, authorized users and viewing subscribers, or any of them;
(ii) The failure of local channels, transmission lines or equipment
provided by Customer, its subsidiaries, parents, affiliates,
authorized users, viewing subscribers, Customer Agents or any of them;
(iii) Sun outages, heavy precipitation or heavy cloud cover; or (iv)
Customer's failure to use the channel ordered.
(c) In no event shall Xxxxxxxx be liable for allowances for interruption
unless the claim for such allowance is made within fifteen (15) days
after the date of the interruption.
10. Denial of Service For any violation of the Communications Act of 1934, as
-----------------
amended, or any Rules, Regulations or Orders of the FCC or of the terms of
this Agreement by Customer, or the imposition by the FCC or any
governmental authority having jurisdiction of conditions on the provision
of Communications Services which are unacceptable to Xxxxxxxx or the
Applicable Carrier, Xxxxxxxx may either temporarily deny service or
terminate the service without incurring liability to Customer.
11. Cancellation by Customer Except as specifically provided herein,
-------------------------
Communications Service may only be canceled upon the occurrence of all the
following: written notice to Xxxxxxxx; payment of total hourly, monthly or
annual charges due for service previously provided and for scheduled
service that has not been provided as of the date of cancellation; and
payment of all other sums otherwise due through the term of the Fixed-Term
Service to be provided pursuant to this Agreement.
12. Title to Communications Facilities This Agreement shall not, and shall not
----------------------------------
be deemed to, convey to Customer title of any kind to any of the satellite
transponders, transponder uplinks/downlinks, fiber optic links, telephone
lines, microwave facilities or other facilities utilized in connection with
the Communications Services.
Standard Form Page 26 of 26
EXHIBIT D Ramp-Up and Pricing Schedule
-----------------------------------------------------------------------------------------------------------------------------------
CONUS Solution QTR 1 QTR 2 QTR 3 QTR 4 QTR 1 QTR 2 QTR 3 QTR 4 QTR 1 QTR 2 QTR 3 QTR
`00 `00 `00 `00 `01 `01 `01 '01 `02 `02 `02 '02
-----------------------------------------------------------------------------------------------------------------------------------
Service Parameters [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
Aggregate Data Rate [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
XP #1 Data Rate [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
XP #1 Power Required in MHz [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
XP #2 Data Rate [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
XP #2 Power Required in MHz [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
------------------------------------------------------------------------------------------------------------------------------------
Service Fees NRE Monthly Recurring Charges
------------------------------------------------------------------------------------------------------------------------------------
Uplink with Redundancy
Total Uplink [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
Rack Charges [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
Space Segment
XP #1 - TelStar 7 Ku - 36 MHz [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
XP #2 First Right of Refusal [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
XP #2 - TelStar 7 Ku - 36 MHz [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
------------------------------------------------------------------------------------------------------------------------------------
[*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
Approximate Term Value [*]
------------------------------------------------------------------------------------------------------------------------------------
Bursting - 24 hour notice is required to burst with a One-Time fee of [*] per event.
-----------------------------------------------------------------------------------------------------------------
Transponder Assumptions Additional Charges Not Included Above...
XP Protection = Fully Protected Rack Space
Full Transponder - Full Power & Bandwidth 2 Racks Per Teleport Included in Monthly Uplink Charges
Data rate assumes Proportional Power & Bandwidth $[*] per rack, per month, per location for the 1/st/ XP
Data rate can only ramp-up $[*] per rack, per month, per location for 2/nd/ XP
Term is 3 Years $[*] per rack, per month, per location for the 3/rd/ XP
Pricing does not include local loop charges
-----------------------------------------------------------------------------------------------------------------
Note: Information in this document marked with an "[*]" has been omitted and
filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions.
