1
Note: Information in this document marked with "[*]" has been omitted and filed
separately with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
Exhibit 10.2
SERVICE DESCRIPTION FINAL GILAT TO HOME
8/31/00
Pg. 1 of 17
AGREEMENT BETWEEN
GILAT TO HOME INC.
AND
LORAL SKYNET(R)
CONCERNING SKYNET TRANSPONDER SERVICE
This Agreement is made this 31st day of August, 2000 by and between Gilat - To-
Home Inc., a corporation organized and existing under the laws of the State of
Delaware and having its primary place of business at 0000 Xxx Xxxxxx Xxxx,
XxXxxx, Xxxxxxxx 00000 (hereinafter referred to as "C U S T O M E R", which
expression shall include its successors and permitted assigns) and Loral Skynet,
a Division of Loral SpaceCom Corporation, a corporation organized and existing
under the laws of the State of Delaware, and having a place of business at 000
Xxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter referred to as "Loral
Skynet" or "SKYNET"), which expression shall include its successors and
permitted assigns.
WITNESSETH:
WHEREAS, SKYNET has satellite capacity available for the purpose of providing
such capacity to customers; and:
WHEREAS, CUSTOMER desires to obtain Ku-Band transponder capacity service on the
Telstar 7 Satellite ("Telstar 7") to be used for satellite transmission service;
and,
----------------
SKYNET and its logo are registered trademarks of Loral SpaceCom Corporation
2
SERVICE DESCRIPTION FINAL GILAT TO HOME
8/31/00
Pg. 2 of 17
NOW, THEREFORE, CUSTOMER and SKYNET, in consideration of the mutual covenants
expressed herein, agree as follows:
1. SKYNET SERVICES
1.1 SKYNET offers and CUSTOMER hereby orders SKYNET transponder
service consisting of service on fourteen (14) Xxxxxxx 0,
Xx-xxxx, 00 MHz transponders for terms of service as
described in Section 2 ("METHOD OF PAYMENT, RATES AND TERMS
OF SERVICE"). Such service is composed of bare transponder
capacity, with intrasatellite and intersatellite
transponder management including Tracking, Telemetry and
Control (TT&C) and maintenance of the satellite(s) used to
provide the transponder (or space segment) capacity and
protection as ordered by CUSTOMER ("the Service").
1.2 The Service is furnished to CUSTOMER subject to this
Agreement which consists of this Service Description, the
General Terms and Conditions, and Exhibits A - F, all of
which are attached hereto and incorporated herein by
reference.
2. METHOD OF PAYMENT, RATES AND TERMS OF SERVICE
2.1. METHOD OF PAYMENT AND RATE
In exchange for the Service provided hereunder, CUSTOMER shall pay
SKYNET upon contract signing the amount of $[*] to cover the
price of Service on two Non-Preemptible transponders for the period
from 9/1/00 through 11/30/00 ($[*] x 2 transponders x 3
months). Payment for Service for the remainder of the Initial Term of
Service, as defined in Section 3 below, may be made, at the
[*] 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.
3
SERVICE DESCRIPTION FINAL GILAT TO HOME
8/31/00
Pg. 3 of 17
CUSTOMER's option, on either a pre paid or a monthly paid basis.
CUSTOMER must notify SKYNET of its' decision regarding the method of
payment no later than November 30, 2000.
In the event CUSTOMER chooses to pre-pay for Service, CUSTOMER shall
pay SKYNET $[*] (the "Prepaid Service Amount"). The due date for such
Prepaid Service Amount is December 1, 2000. Notwithstanding the
foregoing, payment of the Prepaid Service Amount may be made as late as
December 21, 2000 without the imposition of any penalties whatsoever and
without such late payment constituting a material breach.
In the event CUSTOMER elects to pay for Service on a monthly basis
the following shall apply:
(i) A security payment of $[*], due no later than December 1, 2000.
Such security deposit shall mean cash and/or a standby
irrevocable, self-renewing, unconditional Letter of Credit naming
SKYNET as the sole beneficiary, from an issuer rated, at all times
during the term of this Agreement, at not less than A+ from
Standard and Poors and not less than A1 from Xxxxx'x, with terms
that are acceptable to SKYNET (an "Acceptable Letter of Credit").
As required during the term of this agreement, including any
extension period(s), SKYNET and CUSTOMER will mutually agree to
modify the amount of the Acceptable Letter of Credit to reflect
the then remaining contract value plus any outstanding and
disputed amounts due, but in no event may the Acceptable Letter
of Credit exceed $[*]. Such cash Security Payment or, if a
drawing shall have been made under the Acceptable Letter of
Credit, the funds resulting from such drawing, will be subject to
the provisions of Paragraph 32 ("SECURITY PAYMENT") of the
General Terms and Conditions, and
(ii) A fee for reservation of the transponders to be provided
under this Agreement (the "Reservation Fee"). Such
Reservation Fee shall be a total
[*] 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.
4
SERVICE DESCRIPTION FINAL GILAT TO HOME
8/31/00
Pg. 4 of 17
of $[*] and shall be due no later than December 1, 2000. Further,
a portion of the Reservation Fee may be refunded to CUSTOMER at
the rate of $[*] per transponder for each month Service is begun
prior to the start of Service designated in Section 2.2 ("Term of
Service") below, and
(iii) A monthly charge of $[*] per month per transponder. Such monthly
charges shall begin December 1, 2000 and continue for the
remainder of the Initial Term of Service in accordance with
Paragraph 31 of the General Terms and Conditions.
All payments shall be made in accordance with the Wire Transfer
Instructions in Section 5 below.
2.2 TERMS OF SERVICE
The transponders shall be placed into Service according to a ramped
schedule as shown below, unless accelerated as described below. The
transponders placed into Service on 9/1/2000 shall hereinafter be
referred to as the "First Transponders", the transponders placed into
Service on 1/1/2001 shall hereinafter be referred to as the "Second
Transponders" and the transponders placed into Service on 4/1/2001
shall hereinafter be referred to as the "Third Transponders". Service
shall be provided to CUSTOMER according to the following schedule:
Quantity Service Satellite Term
----------------------------------------------------------------
2 36 MHz "Ku- Band" Telstar 7 9/1/2000 - 12/31/2007
Non Preemptible
AND
[*] 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.
5
SERVICE DESCRIPTION FINAL GILAT TO HOME
8/31/00
Xx. 0 xx 00
0 00 XXx "Xx- Band" Telstar 7 1/1/2001 - 12/31/2007
Non Preemptible
AND
6 36 MHz "Ku- Band" Telstar 7 4/1/2001 - 12/31/2007
Non Preemptible
The start of Service on any or all of the Second or Third transponders may
be accelerated. In order to accelerate a start of Service, CUSTOMER must
notify SKYNET, in writing, no later than thirty-two (32) days prior to the
date CUSTOMER wants Service to begin on the Second or Third transponders.
In the event Service is begun early any Second and/or Third transponder,
CUSTOMER will be entitled to a refund of a portion of the Reservation Fee
equal to $[*] per transponder per month Service is begun early. Such
Reservation Fee refund will be in the form of a credit on CUSTOMER's first
monthly paid Service billing invoice following the first full month of
Service on the applicable transponder(s).
3. OPTION TO EXTEND TERM
The initial term of Service under this Agreement begins September 1, 2000
and terminates December 31, 2007 (the "Initial Term of Service"). At the
end of the Initial Term of Service, CUSTOMER has the right to extend the
term of Service for any or all transponders provided under this Agreement
("Option to Extend Term"), including transponders obtained under the
Options To Add Capacity described in Section 4 below, by electing one (1)
of the following two methods of extension: (i) Incremental Extension: for
the first or both of two (2) optional extended terms of Service of two (2)
years each; the first of these beginning January 1, 2008 and terminating
December 31, 2009 and the second of these beginning January 1, 2010 and
terminating December 31, 2011, and a third optional extended term
beginning January 1, 2012 and
[*] 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.
6
SERVICE DESCRIPTION FINAL GILAT TO HOME
8/31/00
Pg. 6 of 17
terminating at the end-of life ("EOL") of Telstar 7, currently anticipated to
be October 31, 2013 (collectively the "Extended Terms of Service"), or (ii)
Extension through EOL: a single extension of the term of Service commencing
on January 1, 2008 and continuing through EOL of Telstar 7. In order to
exercise an Option to Extend Term, CUSTOMER must notify SKYNET of their
intention to do so, no later than one year prior to the then current
termination date of this Agreement. Such written notice (the "Notice to
Extend") shall specify which of the transponders then in Service the
CUSTOMER elects to extend and the term of such extension (provided that any
transponder(s) ordered under Right of First Refusal in Section 4.2 hereof,
may also be extended as provided for in this Section 3 at the time CUSTOMER
exercises the Right of First Refusal even if such notice would be less than
one year). The monthly rate and the prepaid Service amount for each
Non-Preemptible and/or Preemptible transponder(s) taken under this Option to
Extend Term shall be based on the rates shown in the Table II below:
TABLE II
----------------------------------------------------------------------------
TERM NON-PREEMPTIBLE PREEMPTIBLE
----------------------------------------------------------------------------
Each Extended Term $[*] Dollars $[*] Dollars
of Service Extension
----------------------------------------------------------------------------
Extension from the $[*] Dollars $[*] Dollars
end of the Initial Term
of Services to EOL
----------------------------------------------------------------------------
If the CUSTOMER elects to pre-pay for the Service, the prepaid Service
amount for each Non-Preemptible and/or Preemptible transponder(s) taken
under this Option To Extend Term shall be calculated at the time the
Option to Extend is requested by discounting the applicable prices set
forth in Table II above to their Net Present Value (NPV) by utilizing a
rate of interest, to be negotiated, that is reflective of but not more
than then current market financial conditions.
[*] 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.
7
SERVICE DESCRIPTION FINAL GILAT TO HOME
8/31/00
Pg. 7 of 17
SKYNET shall use all reasonable efforts to provide CUSTOMER with notice of
each deadline for receipt of CUSTOMER's Notice to Extend no later than
four (4) months prior to each deadline for receipt of CUSTOMER's Notice to
Extend. See table below:
Term Of Service Termination Date Deadline for Deadline for
CUSTOMER Notice SKYNET Notice
to Extend term to CUSTOMER
---------------------- ------------
Initial Term 12/31/07 12/31/06 8/31/06
First Extended Term 12/31/09 12/31/08 8/31/08
Second Extended Term 12/31/11 12/31/10 8/31/10
Third Extended Term T7 EOL NA NA
4. OPTIONS TO ADD CAPACITY
CUSTOMER may add Preemptible and/or Non-Preemptible capacity to this
Agreement ("Additional Transponders") under one or more of the following
three scenarios:
(i) Advance knowledge of newly available capacity and an option
to obtain such capacity (see 4.1 below),
(ii) Under a Right-of-First Refusal on capacity for which SKYNET
receives a bona fide offer from another customer (see 4.2
below), or
(iii)On a subject to availability basis (see 4.3 below).
4.1 OPTION TO ADD NEWLY AVAILABLE CAPACITY
For the period beginning with the execution of this
Agreement through December 31, 2001, SKYNET will notify
CUSTOMER when Ku-Band
8
SERVICE DESCRIPTION FINAL GILAT TO HOME
8/31/00
Pg. 8 of 17
capacity becomes available for Service to CUSTOMER ("Newly
Available Capacity") on Telstar 7 and the date on which
such capacity will become available for use by CUSTOMER as
part of the Service (this includes notification of the
availability of capacity on the day this Agreement is
executed). SKYNET will hold such Newly Available Capacity
available for CUSTOMER for a period of ten (10) business
days following SKYNET's notification. During this ten (10)
business day period CUSTOMER may order Service on such
Newly Available Capacity or decline to do so. If CUSTOMER
orders Service on the Newly Available Capacity, such
Service must begin no later than sixty (60) calendar days
following the date such Newly Available Capacity becomes
available for use by CUSTOMER as part of the Service. In
the event CUSTOMER declines to order Service on the Newly
Available Capacity, such capacity will be made available
to other potential customers. CUSTOMER's failure to
respond to SKYNET's notice of Newly Available Capacity
will be deemed a refusal of such capacity, for the
purposes of this Section 4.1 only. Transponders added
under this Option To Add Newly Available Capacity must
remain in Service through the Initial Term of Service and
may have their term of Service extended pursuant to
Section 3, above. The monthly rate for each
Non-Preemptible transponder(s) taken under this Option To
Add Newly Available Capacity shall be $[*] and the monthly
rate for each Preemptible transponder(s) taken under this
Option To Add Newly Available Capacity shall be $[*].
CUSTOMER may choose to pre-pay for the transponders
obtained under this Option To Add Newly Available
Capacity. The prepaid Service amount for each
Non-Preemptible and/or Preemptible transponder(s) taken
under this Option To Add Newly Available Capacity shall be
calculated at the time the Additional Transponder(s) is
requested. The prepaid Service amount will be calculated
to a Net Present Value (NPV) by discounting the applicable
monthly price by an annual discount rate of [*].
[*] 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.
9
SERVICE DESCRIPTION FINAL GILAT TO HOME
8/31/00
Pg. 9 of 17
4.2 RIGHT OF FIRST REFUSAL
During the life of this Agreement, including any subsequent
term extensions, SKYNET shall provide CUSTOMER with a Right
of First Refusal each time a bona fide offer is received by
SKYNET for Ku-Band transponder(s) available on Telstar 7.
In order to implement such Right-of-First Refusal SKYNET
shall provide CUSTOMER with written notice of such bona
fide offer. Such notice shall include, the price,
protection level, and term of Service, and all other
relevant terms, if any, contained in the bona fide offer.
If CUSTOMER chooses to take Service on the transponder(s)
in question, CUSTOMER must respond, in writing, to SKYNET
within ten (10) business days of CUSTOMER's receipt of
SKYNET's written notice and must begin Service no later
than sixty (60) calendar days following receipt of SKYNET's
written notice or on the date capacity becomes available
for use by CUSTOMER as part of the Service, if such date is
beyond sixty (60) calendar days. CUSTOMER's failure to
respond to SKYNET's notification will be deemed a refusal
of SKYNET's offer for the purposes of this Section 4.2
only. Transponders added under this Right-of-First Refusal
must be coterminous with the other transponders in Service
under this Agreement and may have their term of Service
extended pursuant to Section 3, above if added during the
Initial Term of Service or any extension thereof. The
charges in respect of the transponders obtained under this
Right-of-First-Refusal may be either prepaid or paid for on
a monthly basis. The monthly rate for each transponder(s)
taken under this Right-of-First Refusal shall be the
monthly rate applicable to the bona fide offer adjusted to
reflect the difference, if any, between the term of service
in the bona fide offer and the remaining portion of the
Initial Term of Service and any Extended Term of Service,
if applicable. The monthly rate shall be adjusted by
applying a factor of [*]
[*] 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.
10
SERVICE DESCRIPTION FINAL GILAT TO HOME
8/31/00
Pg. 10 of 17
[*] to the difference in term of service between the bona
fide offer and the term of Service required for transponders
taken under this Right-of-First Refusal to be coterminous
with the other transponders under this Agreement. For
example, if SKYNET received a bona fide offer for a two-year
term and CUSTOMER, in order to exercise the Right-of-First
Refusal was required to obtain Service for three years,
CUSTOMER's monthly rate would be the bona fide offer rate
reduced by [*]. Conversely, if SKYNET received a bona fide
offer for a three-year term, and CUSTOMER, in order to
exercise the Right-of-First Refusal was required to obtain
Service for two years, CUSTOMER's monthly rate would be the
bona fide offer rate increased by [*]. The prepaid Service
amount for each transponder(s) taken under this Right-of-
First Refusal shall be determined at the time the additional
capacity is requested. For transponder Service requested on
or before 12/31/01, the prepaid Service amount will be
calculated based on an annual discount rate of [*]. For
Service requested after 12/31/01, the prepaid Service amount
will be calculated by discounting the applicable prices to
their NPV by utilizing a rate of interest, to be negotiated,
that is reflective of but not more than then current market
financial conditions.
4.3 OPTION TO ADD CAPACITY SUBJECT TO AVAILABILITY
Subject to availability, beginning with the execution of
this Agreement through December 31, 2001, CUSTOMER may
request additional Ku-Band transponders on Telstar 7. Such
Additional Transponders:
(i) must begin Service no later than sixty (60)
calendar days following CUSTOMER's request,
(ii) must remain in Service through the Initial Term of
Service, and
(iii) may have their term of Service extended pursuant to
Section 3,
[*] 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.
11
SERVICE DESCRIPTION FINAL GILAT TO HOME
8/31/00
Pg. 11 of 17
above.
The monthly rate for each Non-Preemptible transponder(s)
taken under this Option To Add Capacity Subject To
Availability shall be $[*] and the monthly rate for each
Preemptible transponder(s) taken under this Option To Add
Capacity Subject To Availability shall be $[*]. CUSTOMER
may choose to pre-pay for transponders obtained under this
Option To Add Capacity Subject To Availability. The
prepaid Service amount for each Non-Preemptible and/or
Preemptible transponder(s) taken under this Option To Add
Capacity Subject to Availability shall be calculated at
the time the Additional Transponder(s) is requested. The
prepaid Service amount will be calculated to a NPV by
discounting the applicable monthly price by an annual
discount rate of [*].
If any Additional Transponders ordered under this Section 4 are
unavailable on the date that Service was scheduled to begin on such
Additional Transponders, both parties may mutually agree upon a new start
date for such Additional Transponders. If a new start date is not agreed
upon, and such unavailability is due to circumstances within the control
of SKYNET and SKYNET has not used all reasonable efforts to make the
capacity available (such reasonable efforts may include, but not be
limited to, petitioning a court of competent jurisdiction for equitable
relief), SKYNET will pay CUSTOMER liquidated damages as set forth below in
this Section 4. If a new start date is mutually agreed upon, SKYNET will
not pay CUSTOMER liquidated damages.
In the event liquidated damages are required to be paid by SKYNET to
CUSTOMER, pursuant to this Section 4, such damages will be paid on a per
diem basis and the per diem amount shall be calculated using two times the
applicable transponder prices set forth in Section 4.3. Damages shall
accrue commencing on the first day that Service on the unavailable
Additional Transponders was scheduled to begin and shall continue
[*] 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.
12
SERVICE DESCRIPTION FINAL GILAT TO HOME
8/31/00
Pg. 12 of 17
until the day on which Service commences. Provided however, that in no
event will liquidated damages, as provided for in this Section, accrue
beyond thirty (30) calendar days from the day on which Service on the
unavailable Additional Transponders was scheduled to commence. CUSTOMER
shall have the right to terminate its request for Service on any of the
unavailable Additional Transponders if such unavailability continues
beyond thirty (30) days.
Any liquidated damages due from SKYNET to CUSTOMER, pursuant to this
Section 4 shall be due and payable to CUSTOMER within ten calendar (10)
days from the last day of the period during which the Additional
Transponders were not available for Service. SKYNET in its sole discretion
shall have the option of offsetting payment of such damages against any
monthly transponder payments due to SKYNET from CUSTOMER.
5. WIRE TRANSFER INSTRUCTIONS
A. All payments shall be made in immediately available U.S. dollars by
electronic funds wire transfer as follows, except as SKYNET may
otherwise designate in writing:
Wire Information: (000) 000-0000
Bank Name: Bank of America - Illinois
Bank Account: ABA000000000
Loral Account: 8188501749
To ensure accuracy, Customer should also include its SKYNET Account number and
the invoice number for which payment is being made
13
SERVICE DESCRIPTION FINAL GILAT TO HOME
8/31/00
Pg. 13 of 17
6. TRANSPONDER LOADING
The Prepaid Service Amount as set forth in Section 2 ("METHOD OF PAYMENT, RATES
AND TERMS OF SERVICE") and the prepaid Service amount and monthly rate as set
forth in Section 3 ("OPTIONS") for the Service includes intrasatellite and
intersatellite transponder management for the uplink of carriers within power
and bandwidth constraints per transponder, subject to intrasatellite and
intersatellite coordination, for the CUSTOMER's initial loading plan ("Initial
Loading Plan"). Any changes to such Initial Loading Plan shall be subject to the
provisions of Paragraph 6 ("USE OF THE TRANSPONDER") of the General Terms and
Conditions.
7. SKYNET RESALE OPTION
7.1 The SKYNET Resale Option is offered by SKYNET to market
CUSTOMER's full transponder capacity on a full or partial
transponder basis, on behalf of CUSTOMER, to third parties
for full time or occasional use service at then current
market rates. The SKYNET Resale Option also includes
billing and collections from third parties on any SKYNET
Resale Option transponder.
7.2 CUSTOMER shall make the SKYNET Resale Option transponders
available to SKYNET for resale by giving written notice to
SKYNET. Such written notice must include the transponder(s)
CUSTOMER wishes SKYNET to market and the time period during
which such transponders are to be marketed. In the event
CUSTOMER desires to use or resell any of their SKYNET
Resale Option transponders after giving such notice,
CUSTOMER must notify SKYNET no later than sixty (60) days
prior to the start of such usage. Notwithstanding the
foregoing, in the event SKYNET has found a third party
customer for any SKYNET Resale
14
SERVICE DESCRIPTION FINAL GILAT TO HOME
8/31/00
Pg. 14 of 17
Option transponder(s), and such third party customer has
executed a contract for such capacity during the time
period specified by CUSTOMER, CUSTOMER cannot use or
resell any of such contracted capacity.
7.3 SKYNET shall pay CUSTOMER [*] of the amount of money received by
SKYNET for SKYNET Resale Option transponder usage. Such payment
shall be provided to CUSTOMER within sixty (60) days of SKYNET
receiving payment from such third parties.
7.4 CUSTOMER is not entitled to pro rata refunds for any
Prepaid Service Amount or any prepaid amount and is not
released from their obligation to pay any applicable
monthly rate for the SKYNET Resale Option transponders
whether or not any SKYNET Resale Option transponders are
booked by third parties and any revenue is received for
such SKYNET Resale Option transponder(s), it being
understood that CUSTOMER has no other obligation with
respect to such transponders to the extent and for the
period booked by the third party.
7.5 Notwithstanding anything to the contrary herein, the period
for which SKYNET accepts the SKYNET Resale Option
transponder shall not be considered an Interruption or
Failure or degradation of Service under this Agreement for
the purposes of any credit allowance or pro rata refund.
8. NOTICES
All notices, demands, requests, or other communications which may be or are
required to be given, served, or sent by one party to the other party pursuant
to this Agreement (except as otherwise specifically provided in this Agreement)
shall be in writing and shall be delivered by confirmed facsimile, confirmed
overnight mail, by hand or mailed by first-
[*] 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.
15
SERVICE DESCRIPTION FINAL GILAT TO HOME
8/31/00
Pg. 15 of 17
class, registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
(i) If to CUSTOMER: Gilat - To - Home Inc.
0000 Xxx Xxxxxx Xxxx,
XxXxxx, Xxxxxxxx 00000
ATTN: Xx. Xxxxxx XxXxxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
Billing Contact: Spacenet Inc.
0000 Xxx Xxxxxx Xxxx,
XxXxxx, Xxxxxxxx 00000
ATTN: Accounts Payable
Phone: 000-000-0000
Fax: 000-000-0000
Copy to: Spacenet Inc.
0000 Xxx Xxxxxx Xxxx,
XxXxxx, Xxxxxxxx 00000
ATTN: Xx. Xxxx Xxxxxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
(ii) If to SKYNET LORAL SKYNET
000 Xxxxx Xxxxx
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000
ATTN: Xxxx Xxxxxx
Vice President - Sales and Marketing
16
SERVICE DESCRIPTION FINAL GILAT TO HOME
8/31/00
Xx. 00 xx 00
Xxxx 0X00
Phone: 000-000-0000
Fax: 000-000-0000
Copy to: LORAL SKYNET
000 Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
ATTN: Xxxxxx X. Xxxxxxxxx
Senior Contract Manager
Room 3D09
Phone: (000) 000-0000
Fax: 000-000-0000
Either party may designate by notice in writing a new address or addressee, to
which any notice, demand, request, or communication may thereafter be so given,
served or sent. Each notice, demand, request, or communication which shall be
delivered, shall be deemed sufficiently given, served, sent or received for all
purposes at such time as it is delivered to the addressee named above as to each
party, with the signed messenger receipt, return receipt, or the delivery
receipt being deemed conclusive evidence of such delivery.
9. COUNTERPARTS
This Agreement may be executed in two identical counterparts; and the signature
of each party shall appear on each counterpart. Either counterpart shall
constitute an original, binding version of this Agreement.
10. ENTIRE AGREEMENT
17
SERVICE DESCRIPTION FINAL GILAT TO HOME
8/31/00
Pg. 17 of 17
This Agreement along with matters incorporated herein by reference, including
but not limited to the General Terms and Conditions and Exhibits, constitutes
the entire agreement between CUSTOMER and SKYNET relative to the Service, and
this Agreement can be altered, amended or revoked only by an instrument in
writing signed by both CUSTOMER and SKYNET. CUSTOMER and SKYNET agree hereby
that any prior or contemporaneous oral and written agreements between and among
themselves and their agents and representatives relative to the subject of this
Agreement are superseded and replaced by this Agreement. Any provision of this
Agreement found to be unenforceable or invalid by a court of competent
jurisdiction shall in no way affect the validity or enforceability of any other
provision except that if such invalid or unenforceable provision provided a
material benefit to a party hereto, such party shall have the right to terminate
the Agreement without liability to the other.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of
the day and year first above written, and agree to the terms and conditions set
forth herein.
GILAT-TO-HOME INC. LORAL SKYNET A DIVISION OF
LORAL SPACECOM CORPORATION
By: /s/ ZUR XXXXXXX By: /s/ XXXXX XXXX
----------------------------- ------------------------------
Title: Co-chairman / CEO Title: President
--------------------------- ---------------------------
Date: 8-31-2000 Date: 8-31-2000
----------------- -----------------
18
General T's & C's
GILAT FINAL
8/31/00
Page 1 of 20
GENERAL
TERMS AND CONDITIONS
OF THE
AGREEMENT BETWEEN
CUSTOMER
AND
LORAL SKYNET
CONCERNING SKYNET(R) TRANSPONDER CAPACITY
1. WARRANTY EXCLUSIONS
SKYNET WARRANTS TO CUSTOMER THAT SKYNET WILL PERFORM THE SERVICES
DEFINED HEREIN IN ACCORDANCE WITH GENERALLY ACCEPTED INDUSTRY STANDARDS.
SUBJECT TO THE ABOVE, SKYNET, ITS PARENT, THEIR SUBSIDIARIES AND THEIR
AFFILIATES, SUBCONTRACTORS AND SUPPLIERS MAKE NO WARRANTY, EXPRESS OR IMPLIED,
REGARDING THE PERFORMANCE OF THE SERVICE, AND SPECIFICALLY DISCLAIM ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
2. TAXES
2.1 CUSTOMER shall be financially responsible for, and shall pay, all
Taxes (as defined below) imposed on, or otherwise related or
attributable to, the Services or amounts payable by CUSTOMER to SKYNET
pursuant to this Agreement, whether or not any such Taxes are actually
charged or separately stated by SKYNET.
2.2 For purposes of this Paragraph 2, the term "Tax" or "Taxes" shall mean
all federal, state, local, foreign, tribal or provincial taxes, charges, fees,
levies, imposts, duties, tariffs, surcharges, or other assessments, including,
without limitation, sales, use, transfer, gross receipts, excise, withholding,
Universal Service Fund assessments or any similar charges or assessments, value
added, goods and services, government and/or signatory "xxxx-up" on space
segment, and all taxes, charges, fees, levies, imposts, duties, tariffs,
surcharges, or other assessments placed by, or replacing, any of the above, or
other tax or governmental fee of any kind whatsoever imposed by any
governmental authority, including any interest or penalties or additions
thereto, whether disputed or not, provided however, that the term Tax or Taxes
shall not include any taxes imposed on the net income of Skynet (or any of its
assignees) in any jurisdiction and, provided further, that the term Tax or
Taxes shall not include any withholding of tax that may be required under the
laws of any jurisdiction to enforce the collection of such net income taxes.
---------------------------------------------------------------------------
SKYNET and its logo are registered trademarks of Loral SpaceCom Corporation.
19
General T's & C's
GILAT FINAL
8/31/00
Page 2 of 20
2.3 CUSTOMER shall provide SKYNET with all applicable certificates of
waiver, exemption, relief, or other reasonably satisfactory evidence of waiver,
exemption or relief that may be required by any federal, state, local or
foreign Tax authority pursuant to which SKYNET would be relieved of its
obligation to charge CUSTOMER Tax in connection with this Agreement.
3. TYPES OF SERVICE
NON-PREEMPTIBLE SERVICE (If Applicable)
"Non-Preemptible" transponders are not protected in the event of
Failure as defined in Paragraph 4 below, and are not subject to preemption
(non-preemptible) to restore any other customers' protected service.
PREEMPTIBLE SERVICE (If Applicable)
"Preemptible" transponders are not protected in the event of Failure.
Preemptible transponders may be preempted on a permanent or temporary basis to
restore protected service. If CUSTOMER continues to use any Preemptible
transponder longer than five minutes following notification or attempted
notification by SKYNET of its preemption to restore a protected service, a
Preemption Notification Charge shall apply at the rate of $1,100.00 per minute,
or each fraction thereof, for each minute after such five minute period. For
purposes of notification concerning preemption of any Preemptible transponder,
CUSTOMER shall specify, in writing to SKYNET prior to the start of Service
provided under this Agreement, a telephone number or numbers where designated
CUSTOMER personnel may be reached by SKYNET. Such contact telephone number(s)
and Customer personnel shall remain in effect until further written notice is
given, if ever, by CUSTOMER, changing the designated contact telephone
number(s) and/or personnel. The five minute notification period specified above
shall begin to run from the time the telephone call is completed with the
CUSTOMER representative, or from the time of attempted notification of CUSTOMER
if there is no answer at the Customer designated telephone number. Nothing in
this Agreement shall prevent SKYNET from taking any action that it is required
by law to take in accordance with the provisions of Section 706 of the
Communications Act of 1934, as amended, 47 U.S.C. Section 606. If a Preemptible
transponder is temporarily preempted, CUSTOMER will be credited for the period
of interrupted Service as follows: The effective rate of each Preemptible
transponder for the purposes of calculating credit due to preemption shall be
the monthly rate divided by the number of transponders being furnished at that
time. The actual amount credited shall be pro-rated based on the actual time
CUSTOMER is without the transponder service. Notwithstanding anything in this
Agreement, to the extent CUSTOMER does not comply with any permitted
preemption, SKYNET shall have the right to prevent CUSTOMER's use of the
preempted transponder, including SKYNET's right to deny, temporarily suspend,
or terminate the Service, with respect to the preemptible transponder,
permanently without further notice.
4. TRANSPONDER INTERRUPTION / FAILURE / MONITORING
4.1 Interruption - for the purpose of this Agreement; (i) an interruption
("Interruption") shall be defined as any period during which a
transponder, fails to meet the performance parameters set forth in
Exhibit A ("PERFORMANCE PARAMETERS") attached hereto and incorporated
herein by reference, as measured at SKYNET's earth station in Hawley,
Pennsylvania in
20
General T's & C's
GILAT FINAL
8/31/00
Page 3 of 20
accordance with the performance tests set forth in Exhibit A.
4.2 Failure - for the purpose of this Agreement a failure ("Failure")
shall be defined as any of the following:
a) the inability, for any period of sixty (60) consecutive minutes,
to pass signals through a transponder when it is illuminated
with any authorized transmitted carrier, or
b) an Interruption for any period of twenty four (24) consecutive
hours, or
c) ten (10) or more Interruptions of at least one (1) minute or
longer per occurrence within any period of thirty (30)
consecutive days.
For purposes of this Paragraph 4, measurement of periods of Interruption or
Failure shall commence only upon CUSTOMER's written or verbal notification to
SKYNET's Xxxxxx earth station and CUSTOMER having vacated its signal from the
affected transponder to permit SKYNET's verification of the existence of the
Interruption or Failure.
4.3 Transponder Monitoring - SKYNET has notified CUSTOMER that a
Communications Signal Monitoring ("CSM") System is being installed at
the SKYNET Satellite Assurance Center. The CSM System will monitor
the CUSTOMER transponder carrier parameters. The CUSTOMER may request
reports regarding the transponder performance. SKYNET will make
reasonable efforts to fulfill the CUSTOMER request based on the CSM
capabilities.
[*]
5. RESTORATION OF A FAILED NON-PROTECTED TRANSPONDER
In the event of a Failure of any non-protected transponder, [*]. Such equipment
replacement will be permanent. SKYNET does not pre-assign spare equipment to
specific customers on the satellite, but reserves such equipment, subject to
availability, to restore its customers' service on an as needed basis. In no
event will non-protected service be given restoration priority over protected
service in the event of a simultaneous Failure. [*], then SKYNET may, in its
sole discretion, offer to restore the Service on an available transponder of the
same frequency band, having the same bandwidth and the same or different power
as the failed transponder, on the same satellite or on another SKYNET satellite
then in orbit. Such transponder will then become the non-protected transponder;
provided, however, if SKYNET offers to restore the affected transponder Service
on a satellite other than the satellite on which the failed transponder was
provided, then CUSTOMER may reject Service on such transponder with notice to
SKYNET within forty-eight (48) hours of SKYNET having offered such transponder
to CUSTOMER. If SKYNET does not restore or use reasonable efforts to restore
Service, or CUSTOMER rejects
[*] 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.
21
General T's & C's
GILAT FINAL
8/31/00
Page 4 of 20
such restoration, such Service on the affected transponder(s) will terminate as
of the moment of the Failure pursuant to Paragraph 17 of these General Terms
and Conditions.
6. USE OF THE TRANSPONDER(S)
The monthly rate as set forth in Section 2 of the Service Description
("METHOD OF PAYMENT, RATES AND TERMS OF SERVICE ") includes intrasatellite and
intersatellite transponder management for the uplink of carriers as set forth
in Section 6 of the Service Description ("TRANSPONDER LOADING") to each of the
transponders provided hereunder for each of their initial loading plan
("Initial Loading Plan").
For purposes of this Agreement the carriers will be classified and defined as
follows:
(1) Digital Carriers: A "Digital Carrier" is a radio signal whose carrier
phase and or amplitude takes on discrete values during a modulation
symbol in response to balanced amplitude modulation by a raised
cosine filtered impulse train representing digital information for
any purpose including but not limited to video, voice, or data.
Digital Carrier types include Binary Phase Shift Keying, Quadrature
Phase Shift Keying, 8 state Phase Shift Keying, and 16 state
Quadrature Amplitude Modulation.
(2) FM Television Carriers: An "FM Television Carrier" is a radio signal
whose carrier is modulated continuously in frequency or phase by a
baseband video signal whose format, before any encryption or
information compression technique, conforms to any video standard
including, but not limited to, NTSC, PAL or SECAM.
(3) Other Types Of Carriers: For purposes of this Agreement "Other Types
Of Carriers" are cases not covered under either "Digital Carriers" or
"FM Television Carriers".
If CUSTOMER desires to transmit to any transponder provided under
this Agreement in any manner different ("Different Loading Plan") than such
transponder's Initial Loading Plan, then the following shall apply:
(i) If the Different Loading Plan involves Digital Carriers, then
CUSTOMER shall provide the Different Loading Plan to SKYNET no later
than fourteen (14) days prior to the start date of such Different
Loading Plan, identifying its characteristics. In the event that
SKYNET is required to perform any maintenance or troubleshooting
activity involving the affected transponder, CUSTOMER must furnish
the Different Loading Plan on demand, and
(ii) If the Different Loading Plan involves the addition of or changes to
an FM Television Carrier or any Other Type Of Carrier, then CUSTOMER
shall provide a written request to SKYNET, no less than sixty (60)
days prior to the desired start date of such Different Loading Plan,
identifying the characteristics, and the desired start date of such
Different Loading Plan. SKYNET shall coordinate such proposed
Different Loading Plan to determine if its use could reasonably be
expected to result in either intrasatellite or intersatellite
interference, and, based on the results of such coordination, SKYNET
shall either authorize or reject the use of such proposed Different
Loading
22
General T's & C's
GILAT FINAL
8/31/00
Page 5 of 20
Plan, in a timely fashion, in writing to CUSTOMER. Such authorization
shall not be unreasonably withheld.
(iii) Notwithstanding anything in this Agreement to the contrary, CUSTOMER
may obtain SKYNET's authorization for more than one Different Loading
Plan for any transponder provided hereunder, for any period of time,
during the term of this Agreement.
(iv) In the event that CUSTOMER uplinks to any transponder in any manner
different from that authorized by SKYNET ("Unauthorized Loading
Plan"), SKYNET may, in its sole discretion, require CUSTOMER to
discontinue the use of such Unauthorized Loading Plan until such time
as SKYNET authorizes the use of such uplink.
7. LIMITATION OF LIABILITY
7.1 With respect to any claim or suit, by CUSTOMER or by any others, for
damages associated with the installation, provision, termination,
maintenance, repair or restoration of service, and subject to
PARAGRAPHS 7.2 and 7.5 FOLLOWING, EITHER PARTY'S liability, if any,
shall not exceed [*]. THE LIMITATION OF LIABILITY DOES NOT APPLY TO
INDEMNIFICATION AS SET FORTH IN PARAGRAPHs 7.3 and 7.4 FOLLOWING. This
liability for damages shall be in addition to any amounts that may
otherwise be due CUSTOMER under this Agreement as a Credit Allowance
for Interruptions described herein.
7.2 SKYNET is not liable for damages associated with service, channels,
or EQUIPMENT, WHICH it does not furnish.
7.3 SKYNET, ITS PARENT, THEIR SUBSIDIARIES AND AFFILIATES, AND THE
DIRECTORS, EMPLOYEES, AGENTS AND SUBCONTRACTORS OF ALL OF THEM, shall
be indemnified, defended, and held harmless by CUSTOMER against all
claims, losses, or damages resulting from the use of services
furnished pursuant to this Agreement, involving:
7.3.1. Claims for libel, slander, invasion of privacy, infringement
of copyright, OR ANY CLAIM BASED ON THE CONTENT OF ANY
TRANSMISSION arising from any communication;
7.3.2. Claims for patent infringement arising from combining or
using the service furnished by SKYNET in connection with
facilities or equipment furnished by others; or
7.3.3. All other claims arising out of any act or omission of others
relating to services provided pursuant to this Agreement.
CUSTOMER'S OBLIGATION TO INDEMNIFY
[*] 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.
23
General T's & C's
GILAT FINAL
8/31/00
Page 6 of 20
PURSUANT TO THIS PARAGRAPH 7.3 IS CONTINGENT UPON CUSTOMER RECEIVING
ADEQUATE NOTICE, HAVING THE RIGHT TO TAKE OVER THE DEFENSE OF ANY
ACTION, AND RECEIVING REASONABLE ASSISTANCE FROM SKYNET. CUSTOMER'S
DECISION TO TAKE OVER THE DEFENSE OF ANY ACTION PURSUANT TO THIS
PARAGRAPH 7.3 SHALL BE IRREVOCABLE AND MUST BE MADE WITHIN THIRTY (30)
DAYS OF RECEIVING NOTICE OF ACTION FROM SKYNET.
7.4 No license under patents (other than the limited license to use) is
granted by SKYNET or shall be implied or arise by estoppel, with
respect to any service offered under this Agreement. SKYNET will
defend CUSTOMER against claims of patent infringement arising solely
from the use by CUSTOMER of services offered under this Agreement
and will indemnify CUSTOMER for any damages awarded based solely on
such claims.
7.5 subject to the PROVISIONS OF PARAGRAPH 9 OF THESE GENERAL TERMS AND
CONDITIONS ("PRO RATA REFUNDS"), SKYNET's failure to provide or
maintain services under this Agreement shall be excused by labor
difficulties, governmental orders, civil commotions, acts of God and
other circumstances beyond SKYNET's reasonable control. EACH SUCH
EVENT SHALL CONSTITUTE A FORCE MAJEURE.
7.6 NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE
LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES,
OR FOR LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. LAUNCH SERVICES
To the extent required by the launch services provider for launch
services provided in connection with the launch of any satellite(s)
contemplated by this Agreement, CUSTOMER shall have no right of action against
the launch services contractor, other third party customers of the launch
services contractor or their respective associates, for any loss or damage
including, but not limited to, damage for bodily harm (including death) and
damage to property suffered by CUSTOMER resulting from the performance of the
launch services agreement by such parties. CUSTOMER further irrevocably agrees
to a no-fault, no subrogation waiver of liability, and waives the right to make
any claim or to instigate any judicial proceeding in connection with such
claim, against the launch services contractor or their associates, in each case
for any such damage suffered by CUSTOMER resulting from the performance of the
launch services agreement by such parties. In the event that one or more
associates of CUSTOMER (in their capacities as such) shall proceed against the
launch services contractor, the third party customers or their associates as a
result of any such damage suffered by CUSTOMER and caused by the launch
services contractor, the third party customers or their associates resulting
from the performance of the launch services agreement by such parties, CUSTOMER
shall indemnify, hold harmless,
24
General T's & C's
GILAT FINAL
8/31/00
Page 7 of 20
dispose of any such claim and defend, when not contrary to the governing rules
of procedures where the action takes place, the launch services contractor,
such third party customers and their associates from any loss, damage,
liability or expense, including reasonable attorney's fees, on account of such
damage, injury or death, and shall pay all expenses and satisfy all judgments
that may be incurred by or rendered against said indemnitees in connection with
such proceeding. As used herein, (i) the term "associates" means, with respect
to any person, individuals or legal entities which act, directly or indirectly,
on behalf of or at the direction of such person to fulfill the obligations of
such person, including such person's employees, suppliers and subcontractors
(when so acting) and (ii) the term "third party customers" means other
customers of the launch services contractor that use the launch services
contractor's launch services for the same launch.
9. PRO RATA REFUNDS / CREDIT INTERRUPTIONS
9.1 PRO RATA REFUNDS
SKYNET shall provide CUSTOMER with a pro rata refund of the Prepaid
Service Amount or any prepaid amount for any Interruption of fifteen
(15) or more minutes duration or any Failure, as defined in
Paragraph 4 hereof, which is restored. Such refund shall be
calculated in one (1) minute increments commencing at the start of
the applicable Interruption or Failure, at the rate of $2.17 per
minute per affected transponder. In the event a failed transponder
is not restored, or is not anticipated to be restored, within
fifteen (15) days, the amount of the pro rata refund shall be the
amount shown on the reimbursement table for the failed
transponder(s) as set forth in Exhibit C ("REIMBURSEMENT TABLE").
Notwithstanding the foregoing or any other provision of this
Agreement to the contrary, SKYNET shall be permitted to deduct from
any pro rata refund, of the Prepaid Service Amount or any prepaid
amount, otherwise due and payable to CUSTOMER, any amount that is
predominantly a result of any of the following reasons:
a. Interruptions or Failures caused by the action or failure to
act of CUSTOMER, or others authorized by CUSTOMER to use the
affected transponder(s) and not pursuant to the directions of
SKYNET;
b. Interruptions or Failures during periods when CUSTOMER does not
vacate its signal from the affected transponder(s) or otherwise
take such steps as are reasonably necessary, in SKYNET's sole
discretion, to permit SKYNET's verification, within a
reasonable time from SKYNET's direction to vacate or otherwise
act, of the existence of an Interruption or Failure, or
c. Interruptions or Failures caused by the effects of sun transit
on receiving earth stations.
SKYNET shall pay any refund due hereunder within thirty (30) days of
the last day of the month in which the Interruption or Failure
occurred. Any amount due pursuant to this Agreement which is not
paid within thirty (30) business days of its due date shall bear
interest at the rate of 1% per month calculated from the date
payment was due until the date payment is received.
25
General T's & C's
GILAT FINAL
8/31/00
Page 8 of 20
9.2 CREDIT ALLOWANCES
In the event CUSTOMER is paying for Service on a monthly basis, credit
allowances, shall be given to CUSTOMER by SKYNET for Interruptions of
fifteen (15) minutes or more and/or Failures as defined in Paragraph 4
hereof. These credit allowances will be applied against future
payments or in the event of such Interruption or Failure during the
final month of Service will result in a refund equal to the amount of
the credit allowance. The calculation of such credit allowance is
based on the actual number of days in a given month. Credit allowances
are given for each incidence of Interruption or Failure of more than
fifteen (15) minutes and are given in one-minute increments,
commencing at the start of the Interruption or Failure. Specific one
minute Credit Allowances will be calculated based on the monthly
charge for the affected transponder. Credit Allowances will not be
given for Interruptions or Failures that are a result of any of the
following reasons:
(a) Interruptions or Failures caused by the action or failure to
act of CUSTOMER or others authorized by CUSTOMER to use the
affected transponder and not pursuant to the directions of
SKYNET.
(b) Interruptions or Failures during periods when CUSTOMER elects
not to release the affected transponder for testing.
(c) Interruptions or Failures due to the effects of sun transit on
receiving earth stations.
10. CONTENT OF TRANSMISSIONS
CUSTOMER is solely responsible for the content of transmissions using
the transponder and related Service.
11. SCRAMBLING
Prior to commencing use of the Service provided under this Agreement,
CUSTOMER, at its expense, shall provide SKYNET with any unscrambling devices
that may be required for signal monitoring. CUSTOMER shall not use, or allow
the use of, the Service provided hereunder for distribution of program material
of a patently offensive, indecent sexual or adult-oriented nature, to
television viewers unless the programming is scrambled such that television
viewers can receive the programming only through the use of an unscrambler
authorized by CUSTOMER or CUSTOMER's authorized agent. It is expressly agreed
that the provision of Internet service is not the "distribution of program
material to television viewers".
12. REFUSAL OF SERVICE
SKYNET 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 direction of an authorized governmental agency or court with
jurisdiction (including the Commission) or (2) are taken subsequent to an
indictment against SKYNET, CUSTOMER or any permitted assignees, any legal
entity affiliated with any of them, or any of SKYNET's directors, officers,
agents or
26
General T's & C's
GILAT FINAL
8/31/00
Page 9 of 20
employees, or permitted assignees or the Affiliates of either party, based
predominantly upon the content of such communications, other than civil
proceedings ("Refusal Proceedings"). However, any such termination, prevention
or restriction shall be limited to the extent that SKYNET determines is
necessary to comply with the direction of the governmental agency or court or
pursuant to the aforementioned proceeding and / or indictment. Notwithstanding
the foregoing, SKYNET will not terminate, prevent or restrict CUSTOMER's
transmissions pursuant to such clause if, immediately upon notification by
SKYNET to CUSTOMER of the institution of such Refusal Proceedings, CUSTOMER is
able to satisfy SKYNET, subject to SKYNET's sole and reasonable discretion,
that within forty-eight (48) hours the aforementioned proceedings will be
resolved to SKYNET's satisfaction or if not so resolved, that CUSTOMER shall
cause the relevant transmissions to terminate in the relevant jurisdiction and
that they will not re-occur in the relevant jurisdiction.
13. ASSIGNMENT / RESALE
13.1 ASSIGNMENT
CUSTOMER acknowledges and agrees that notwithstanding anything to the
contrary contained in this Agreement, CUSTOMER shall not transfer or assign any
of its rights or obligations under this Agreement to any third parties without
SKYNET's consent, which shall not be unreasonably withheld. Notwithstanding the
foregoing, to the extent not prohibited by rule, regulation or law, in the
event CUSTOMER desires to assign any of its rights or obligations under this
Agreement to any of the following entities set forth in Exhibit D, attached
hereto and incorporated herein by reference ("List of Approved Assignees and
Approved Recipients of Confidential Information"), CUSTOMER is approved to do
so. Exhibit D may be updated from time to time by mutual agreement of SKYNET
and CUSTOMER. SKYNET expressly shall have the right to assign this Agreement
including its rights, duties and obligations hereunder, to its parent
corporation or any present or future affiliate or subsidiary of SKYNET, or in
connection with the merger or acquisition of its satellite business.
13.2 RESALE
Without limiting the Resale Option under Section 7 of the Service
Description to which these Terms and Conditions are attached, CUSTOMER or
ASSIGNEE may resell the Service, in whole or in part, to a third party, without
obtaining SKYNET's prior consent, provided such resale contains a value added
component and is not the resale of bare transponder capacity.
Except as provided for above in this Paragraph 13.2, to the extent not
otherwise prohibited by rule, regulation or law, in the event CUSTOMER or any
ASSIGNEE desires to resell all or any part of the Service to a third party,
CUSTOMER OR ASSIGNEE may not do so without SKYNET's consent, which will not be
unreasonably withheld. In order for CUSTOMER or ASSIGNEE to obtain SKYNET's
consent, CUSTOMER or ASSIGNEE must notify SKYNET in writing no less than thirty
(30) days prior to the scheduled date of such resale, that it has an agreement
to permit a third party to use all or any part of the Service. Such notice
shall include the name of resale customer, quantity of transponders and term of
the prospective agreement. SKYNET shall notify CUSTOMER or ASSIGNEE in writing
within fifteen (15) days of receipt of the aforementioned notification,
advising CUSTOMER or ASSIGNEE of SKYNET's decision to either permit the resale
to such third party, or not to permit the resale. CUSTOMER or ASSIGNEE, as
applicable, shall be solely
27
General T's & C's
GILAT FINAL
8/31/00
Page 10 of 20
responsible for any permitted resale and shall indemnify and hold SKYNET
harmless for any claim or liability for damages made by any third party in
connection with such resale. In the event SKYNET does not permit the proposed
resale, SKYNET will provide a refund to CUSTOMER for the applicable
transponder(s), pursuant to Paragraph 9 ("PRO RATA REFUNDS") and Exhibit C
("REIMBURSEMENT TABLE"). With respect to monthly paid Service, in the event
SKYNET does not permit the proposed resale, CUSTOMER may terminate Service on
the applicable transponder(s) without liability for payment, except for Service
already received.
14. NON-INTERFERENCE
CUSTOMER's radio transmissions (and those of its uplinking agents) to
the satellite shall comply, in all material respects, with all FCC and all
other governmental (whether international, federal, state, municipal, or
otherwise) statutes, laws, rules, regulations, ordinances, codes, directives
and orders, of any such governmental agency, body, or court (collectively
"Laws") applicable to it regarding the operation of the satellite, transponder,
and any backup transponders to which CUSTOMER is given access pursuant to this
Agreement and shall not interfere with the use of any other transponder or
cause physical harm to the transponder, any backup transponder to which
CUSTOMER is given access pursuant to this Agreement, any other transponders, or
to the satellite on which the transponder is located. Further, CUSTOMER will
coordinate with (and will require its uplinking agents to coordinate with)
SKYNET, in accordance with procedures reasonably established by SKYNET and
uniformly applied to all users of transponders on the satellite, its
transmissions to the satellite, so as to minimize adjacent channel and adjacent
satellite interference. For purposes of this Paragraph 14, interference shall
also mean acts or omissions, which cause a transponder to fail to meet its
transponder performance parameters set forth in Exhibit A. Without limiting the
generality of the foregoing, CUSTOMER (and its uplinking agents) shall comply
with all FCC rules and regulations regarding use of automatic transmitter
identification systems (ATIS).
15. IMPROPER ILLUMINATION
Transmission parameters are as set forth in Exhibit E ("TRANSMISSION
PARAMETERS"), attached hereto and incorporated herein by reference. "Improper
Illumination" shall include transmissions that are other than as described in
Exhibit E, transmissions at an incorrect frequency, transmissions at excessive
power levels, mis-pointing, incorrect polarization, incorrect bandwidth or
incorrect power spectral density, any or all of which can cause harm or
interference to any transponder or to any satellite. In the event SKYNET, in its
sole and reasonable judgment, believes CUSTOMER is causing Improper Illumination
[*]. In those instances where the Improper Illumination is causing harmful
interference or harm to any transponder or to any satellite, a charge of
eleven-hundred ($1,100.00) dollars per minute will apply [*] if there is no
answer at the
[*] 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.
28
General T's & C's
GILAT FINAL
8/31/00
Page 11 of 20
telephone numbers provided by CUSTOMER. In the event the Improper Illumination
is caused by [*], a charge of $1,100.00 per minute will apply [*]. Such charge
will apply until CUSTOMER [*] until the interference ceases. In the event
CUSTOMER begins and continues [*]. Notwithstanding the foregoing, [*] because of
the harmful interference from the Improper Illumination. In addition, in the
event a SKYNET Customer has a right to terminate their transponder(s) due to
interference from CUSTOMER's [*], and vacates such transponder(s), CUSTOMER
shall take the vacated transponder(s) for the term and at the price provided for
under the vacating Customer's contract. In no event will paying for this vacated
capacity apply towards CUSTOMER's Limitation of Liability as set forth in
Paragraph 7 of these Terms and Conditions.
Furthermore, if immediate action as set forth above is not taken by
CUSTOMER, SKYNET shall have the right to take immediate action to protect its
services or its interests, including but not limited to suspending or
terminating CUSTOMER's Service on the affected transponder(s).
Notwithstanding the foregoing, any per minute charges will not apply if [*].
[*]. Further, in the event SKYNET believes that CUSTOMER is improperly
illuminating and requests the CUSTOMER's hub location(s) to cease illuminating
the transponder(s) in question, and it is subsequently shown that the CUSTOMER's
hub transmissions were not the cause of the Improper Illumination, [*].
With respect to any ASSIGNEE, the following paragraph will apply in regard to
Improper Illumination:
Transmission parameters are as set forth in Exhibit E ("TRANSMISSION
PARAMETERS"), attached hereto and incorporated by reference. Improper
Illumination shall include transmissions that are other than as described in
Exhibit E, transmissions at an incorrect frequency, transmissions at excessive
power levels, mis-pointing, incorrect polarization, incorrect bandwidth or
incorrect power spectral density, all of which can cause harm or interference
to any transponder or to
[*] 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.
29
General T's & C's
GILAT FINAL
8/31/00
Page 12 of 20
any satellite. In the event improper illumination of any transponder provided
under this Agreement is detected by SKYNET, ASSIGNEE shall be notified and
ASSIGNEE shall take immediate corrective action to stop the improper
illumination within five (5) minutes of notification from SKYNET. A charge of
eleven hundred ($1,100.00) dollars per minute will apply for improper
illumination that continues beyond the five minute period after notification,
or attempted notification if there is no answer at the telephone number
provided by ASSIGNEE. Furthermore, if immediate corrective action is not taken
by ASSIGNEE, SKYNET shall have the right to take immediate action to protect
its services or its interests, including but not limited to suspending or
terminating ASSIGNEE's Service on the affected transponder.
16. GENERAL OBLIGATIONS
Nothing contained in this Agreement shall preclude SKYNET from seeking
injunctive relief to prevent a willful breach or to compel performance in the
event of a willful failure to comply with this Agreement.
17. TERMINATION
No early termination date is provided under this Agreement. However,
this Agreement may be terminated prior to the end of its term as follows:
17.1 In the event of any Failure on a transponder(s) for which SKYNET is
unable to restore, pursuant to Paragraph 5 herein ("RESTORATION OF A
FAILED TRANSPONDER"), CUSTOMER will have the right to terminate the
Service on the affected transponder(s) and, if Service was prepaid,
elect a refund of the then current reimbursement value, pursuant to
Paragraph 9 ("PRO RATA REFUNDS") herein, as set forth in Exhibit C
("REIMBURSEMENT TABLE") for the failed transponder(s). In the event of
any Failure on a transponder(s) for which SKYNET is unable to restore
pursuant to Paragraph 5 herein, and such transponder(s) was being paid
on a monthly basis, CUSTOMER will have the right to terminate the
Service on the affected transponder(s) without additional liability
for such termination. CUSTOMER will be required to pay for Service
received on the affected transponder(s) prior to the termination.
17.2 In the event of a breach, by either party, of any of the material
terms, conditions, representations or warranties contained herein;
provided, however that the non-breaching party shall provide the
breaching party with thirty (30) days written notice of termination,
which notice period may be used by the breaching party to cure its
breach such that the non-breaching party may not terminate this
Agreement under this Paragraph 17.1.
17.3 In the event of a breach by SKYNET that is not cured as described
above, CUSTOMER will have the right to terminate and elect a refund of
the then current reimbursement value as set forth in Exhibit C
("REIMBURSEMENT TABLE").
17.4 In the event CUSTOMER orders the discontinuance of Service effective
on any date prior to the termination date set forth in Section 2 of
the Service Description ("METHOD OF PAYMENT, RATES AND TERMS OF
SERVICE") other than pursuant to Paragraphs 17.1 or
30
General T's & C's
GILAT FINAL
8/31/00
Page 13 of 20
17.2 above, or if this Agreement is terminated by SKYNET due to a
CUSTOMER breach of this Agreement that is not cured as described
above, SKYNET will retain all prepaid amounts, including the Prepaid
Service Amount and, in the event Service is being obtained on a
monthly paid basis, CUSTOMER will be liable for all remaining monthly
charges. Remaining monthly charges, if applicable, shall be due and
payable upon receipt by CUSTOMER of an invoice for such charges.
Remaining monthly charges apply regardless of whether or not Service
has begun and are in addition to any other rights SKYNET may have
hereunder.
18. CHANGES IN OPERATIONS OR PROCEDURES
Nothing herein shall be construed as preventing SKYNET from changing its
operations or procedures only as required: (i) to comply with changes mandated
by any authorized government agency with jurisdiction, (ii) as a result of
inter-satellite coordination (iii) to switch equipment as required to protect
the health of the satellite, (iv) for transmission path component replacement,
(v) to move the satellite for debris avoidance, (vi) for CUSTOMER application
specific coordination changes or (vii) to modify uplink operation to protect
the health of the satellite. SKYNET is not responsible to CUSTOMER if any such
changes in operations, procedures, or Transmission Parameters (I) affects any
facilities, CUSTOMER equipment or CUSTOMER communications system in any way, or
(ii) requires their modification in order to be used with any transponder
provided pursuant to this Agreement. However, if such changes can be reasonably
expected to materially affect the operating or transmission characteristics of
the Service, or render any CUSTOMER equipment or CUSTOMER communications system
incompatible with the Service, SKYNET shall use reasonable efforts to provide
adequate notice, in writing, to allow CUSTOMER an opportunity to maintain
uninterrupted Service. However, if both parties agree that such changes would
materially affect CUSTOMER's use of the Service, CUSTOMER with respect to
monthly paid Service, shall have the right, at its option, within sixty (60)
days after its receipt of notice of such change, and upon thirty (30) days'
notice to SKYNET, to terminate this Agreement without liability except for such
Service as has already been rendered. Provided, however, if SKYNET eliminates
such material effects within the thirty (30) day notice period, this Agreement
will not terminate. However, if both parties agree to such change(s), SKYNET
shall reimburse CUSTOMER for all actual, reasonable and documented costs
incurred to implement SKYNET required changes, to a maximum of [*] in the
CUSTOMER's operations, procedures, or Transmission Parameters, except if such
changes are mandated by an authorized government agency with jurisdiction.
In the event this Agreement is terminated, in whole or in part, pursuant
to this Paragraph 18, CUSTOMER, with respect to the any prepaid amount,
including the Prepaid Service Amount, shall receive a refund for the affected
transponder(s) based on the then current reimbursement value, as set forth in
Exhibit C ("REIMBURSEMENT TABLE"). SKYNET shall have no obligation to change or
modify any of its components, operations or procedures to be compatible with
CUSTOMER.
19. TRANSPONDER ASSIGNMENT
Assignment of the specific transponders and/or satellites to be used for
the Service remains the sole prerogative of SKYNET. During the term of this
Agreement SKYNET shall have the right to change any of the transponder and / or
satellite
[*] 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.
31
General T's & C's
GILAT FINAL
8/31/00
Page 14 of 20
assignments, but shall do so only if there is an operational concern,
interference caused by CUSTOMER, in order to introduce a new replacement
satellite or, in order to protect the health of the satellite on which Service
is being provided. SKYNET shall discuss any proposed reassignment of
transponders with CUSTOMER and make all reasonable effort to provide CUSTOMER
with at least thirty (30) days written notice prior to the effective date of
any such reassignment. Upon the effectiveness of such assignment change, the
CUSTOMER must vacate the previously occupied frequencies.
20. FCC COMPLIANCE
20.1 If, at any time SKYNET can no longer comply fully with the provisions
of this Agreement because of Commission rules and regulations which
are inconsistent with this Agreement, CUSTOMER may either (1)
terminate immediately this Agreement without any liability whatever
by giving notice in writing within sixty (60) days of such action or
(2) negotiate with SKYNET so to modify this Agreement as to conform
with the new commission rules and regulations. If CUSTOMER elects to
terminate in such event, SKYNET shall refund promptly any sums
previously paid to SKYNET for Service not rendered, in accordance
with Exhibit C ("REIMBURSEMENT TABLE").
20.2 SKYNET agrees that for so long as this Agreement is in effect, it
will neither voluntarily file, nor cause a third party to file
voluntarily, any proposed tariff with the Commission, and will not
voluntarily make commission filings with the Commission that are in
any way inconsistent with the terms and conditions of this Agreement.
21. NO POSSESSORY INTEREST, BANKRUPTCY
21.1 CUSTOMER has, and will have, no possessory or other interest in the
transponder(s) provided pursuant to this Agreement. CUSTOMER
acknowledges that: (1) it has been advised of and fully understands
the conditions and the consideration pursuant to which SKYNET
provides and CUSTOMER accepts the Service and (2) the rates for the
Service, as well as the termination charges as provided for in
Paragraph 17 of these General Terms and Conditions ("TERMINATION"),
are fair and reasonable at the market on the date of commitment to
the Service and the date of this Agreement.
21.2 With respect to Service that is paid for an a monthly basis, CUSTOMER
recognizes that transponder space for the provision of the Service
contemplated under this Agreement is a commodity in limited supply
and that those using full time transponder service, similar to the
Service provided under this Agreement, usually enter into long-term
commitments with service providers. Therefore, CUSTOMER understands
that its acceptance of the Service precludes SKYNET from accepting
any other customer for service on the transponder(s) being used to
provide Service to Customer during the term of this Agreement,
including any Extended Term of Service. Because of this, CUSTOMER
concedes, solely in the context of and for the purpose of bankruptcy
proceedings and for no other purpose hereunder or otherwise, that a
failure to fulfill CUSTOMER's obligations as a result of its filing
32
General T's & C's
GILAT FINAL
8/31/00
Page 15 of 20
for bankruptcy under this Agreement would irreparably harm SKYNET.
Therefore, in the event of any bankruptcy or similar proceeding on
the part of CUSTOMER, CUSTOMER agrees, subject to applicable law,
that it will petition any relevant court for prompt action to accept
or reject this Agreement, and to authorize the scheduled payments in
full, prior to resolution of matters affecting this Agreement.
22. THIRD PARTY BENEFICIARIES / INDEPENDENT CONTRACTOR
Nothing herein contained shall be deemed or construed by either party
hereto or by any third party to create any rights, obligations, or interests in
any third party, or to create any association, partnership, joint venture, the
relation of principal and agent, the relation of employer and employee, or any
fiduciary relationship of any kind between the parties hereto, it being
understood that SKYNET shall perform all services hereunder as an independent
contractor.
23. PUBLICITY AND ADVERTISING
23.1 CUSTOMER shall not in any way or in any form publicize or advertise
in any manner the fact that it is obtaining Services from SKYNET
pursuant to this Agreement, without the express written approval
(which shall not be unreasonably withheld) of SKYNET, obtained in
advance, for each item of such advertising or publicity. The
foregoing prohibition shall include but not be limited to news
releases, letters, correspondence, literature, promotional materials
or displays of any nature or form. Each request for approval
hereunder shall be submitted in writing to the representative
designated in writing by SKYNET; and approval, in each instance,
shall be effective only if in writing and signed by said
representative. Notwithstanding the foregoing, CUSTOMER may refer to
the fact that it is securing Services from SKYNET without SKYNET's
prior approval so long as such statements are limited to a statement
of such fact and are not an endorsement of any product or service by
SKYNET.
23.2 SKYNET shall not in any way or in any form publicize or advertise in
any manner the fact that it is providing Services to CUSTOMER
pursuant to this Agreement, without the express written approval
(which shall not be unreasonably withheld) of CUSTOMER, obtained in
advance, for each item of advertising or publicity. The foregoing
prohibition shall include but not be limited to news releases,
letters, correspondence, literature, promotional materials or
displays of any nature or form. Each request for approval hereunder
shall be submitted in writing to the representative designated in
writing by CUSTOMER; and approval, in each instance, shall be
effective only if in writing and signed by said representative.
Nothing herein shall prevent SKYNET from providing the FCC or any
other governmental agency, information concerning this Agreement as
required by Law or in response to a request for information by such
governmental agency. Notwithstanding the foregoing, SKYNET may refer
to the fact that it is providing the Service to CUSTOMER without
CUSTOMER's prior approval so long as such statements are limited to a
statement of such fact and are not an endorsement of any product or
service by CUSTOMER.
33
General T's & C's
GILAT FINAL
8/31/00
Page 16 of 20
24. CONFIDENTIALITY
This Agreement shall be kept strictly confidential, except for
disclosure (1) to the extent required by the law or legal process, in which
case the parties shall seek confidential treatment of the document and the
information contained herein, (2) as a part of normal accounting and auditing
procedures, (3) to each party's parent company, or (4) to a bona fide potential
purchaser of the applicable business, investment bankers and bona fide
potential or actual lenders, or (5) from CUSTOMER to the persons and/or
entities set forth in Exhibit D ("List of :Approved Assignees and Approved
Recipients of Confidential Information"), Exhibit D may be updated from time to
time by mutual agreement of SKYNET and CUSTOMER. attached hereto and
incorporated herein by reference, provided any such party set forth in 1-5
above, shall have agreed to keep this Agreement confidential pursuant to an
agreement containing terms substantially similar to those in Paragraph 25 of
these General Terms and Conditions ("NONDISCLOSURE OF INFORMATION").
25. NONDISCLOSURE OF INFORMATION
25.1 Each Party to this Agreement may find it beneficial to disclose to
the other Party documentation or other information which the
disclosing Party considers proprietary ("Information"). Such
Information may include but is not limited to, engineering, hardware,
software or other technical information concerning the project or the
SKYNET network, and financial, accounting or marketing reports,
analysis, forecasts, predictions or projections relating to this
project or the business of SKYNET or CUSTOMER generally.
25.2 It is specifically understood and agreed that Information disclosed
pursuant to this Agreement shall be considered proprietary either
because 1) it has been developed internally by the disclosing Party,
or because 2) it has been received by the disclosing Party subject to
a continuing obligation to maintain the confidentiality of the
Information.
25.3 Information that is provided in a tangible form shall be marked in a
manner to indicate that it is considered proprietary or otherwise
subject to limited distributions provided herein. If the Information
is provided orally, the disclosing party shall clearly identify it as
being proprietary at the time of disclosure, and within thirty (30)
working days of such disclosure, confirm the disclosure in writing to
the other party. With respect to Information, the Party to whom the
Information is disclosed and its employees shall:
a. hold the Information in confidence and protect it in accordance
with the security regulations by which it protects its own
proprietary or confidential information, which it does not wish
to disclose; but in no event should the level of protection be
less than reasonable care.
b. restrict disclosure of the Information solely to those employees
with a need to know and not disclose it to any other persons;
c. advise those employees of their obligations with respect to the
Information; and
d. use the Information only in connection with implementing this
Agreement and in continuing discussions and negotiations between
the parties
34
General T's & C's
GILAT FINAL
8/31/00
Page 17 of 20
concerning the Service, except as may otherwise be
agreed upon in writing.
25.4 The party to whom Information is disclosed shall have no obligations
to preserve the proprietary nature of any Information that:
a. was previously known to it free of any obligations to keep it
confidential;
b. is disclosed to third parties by the disclosing party without
restriction;
c. is or becomes publicly available by other than unauthorized
disclosure; or
d. is independently developed by the receiving party.
25.5 The receiving party may disclose the Information pursuant to a court
order or other governmental or regulatory compulsion provided that
the disclosing party shall be given prompt notice of the receipt of
such order or other compulsion
25.6 The receiving party agrees that all of its obligations undertaken
under this non-disclosure agreement shall survive and continue after
any termination of this Agreement.
The Information shall be deemed the property of the disclosing party
and, upon request the other party will return all Information that is in
tangible form to the disclosing party or destroy all such information.
26. WAIVERS
A waiver by either party of any of the terms and conditions of this
Agreement in any instance shall not be deemed or construed to be a waiver of
such term or condition for the future, or of any subsequent breach thereof.
27. GOVERNING LAW
This Agreement shall be governed by and construed under the laws of
the State of New York, without giving effect to its conflict of law principles.
28. SUCCESSION
This Agreement shall inure to the benefit of and be binding upon the
respective successors and permitted assigns of the parties hereto.
29. HEADINGS
The headings used throughout this Agreement are for convenience only
and are not a part of this Agreement and shall have no effect upon the
construction and interpretation of this Agreement.
30. RETIREMENT OF SATELLITE
SKYNET shall be entitled to retire the serving satellite without
liability (i) if fifty percent (50%) or more of the transponders on the
satellite have failed or are unusable for any reason; (ii) in the event that
the satellite's station-keeping fuel, required to meet + /- 0.05 degrees,
becomes depleted to a level sufficient only to ensure removal of the serving
satellite from its assigned orbital position; (iii) if required to do so by any
35
General T's & C's
GILAT FINAL
8/31/00
Page 18 of 20
governmental authority with appropriate jurisdiction; or (iv) if SKYNET
reasonably determines that A(ii) above can be delayed by moving such serving
satellite into an inclined orbit; or (v) if special circumstances require
retirement, and such FCC authority as is required for retirement is obtained.
SKYNET will use all reasonable efforts to provide CUSTOMER written
notice of a decision to retire the serving satellite prior to the expiration of
this Agreement as far in advance of the date of retirement as circumstances
allow. Upon retirement of the serving satellite, all subsequent performance
obligations of the parties under this Agreement shall terminate and SKYNET
shall refund promptly any sums previously paid to SKYNET for Service not
rendered, in accordance with Exhibit C ("REIMBURSEMENT TABLE"). With respect to
monthly paid Service, upon retirement of the serving satellite, all subsequent
performance obligations of the parties under this Agreement shall terminate,
except that CUSTOMER shall be liable to pay for Service that has already been
rendered to CUSTOMER by SKYNET. Notwithstanding the foregoing, in the event of
the retirement of a satellite the terms of Paragraph 5 of these General Terms
and Conditions ("RESTORATION OF A FAILED TRANSPONDER") will apply.
SKYNET reserves the right to deploy a replacement satellite. In the event
SKYNET offers Service on such replacement satellite which meets all Performance
Parameters set forth in Exhibit A ("PERFORMANCE PARAMETERS") and CUSTOMER
Service requirements, this Agreement will not terminate. In the event SKYNET
has put into Service a replacement satellite which does not meet all CUSTOMER
Service requirements, CUSTOMER will have the option to retain Service on such
replacement satellite as described in this Agreement or terminate this
Agreement without additional liability on the part of either party and receive
a refund of any sums previously paid to SKYNET for Service not rendered, in
accordance with Exhibit C ("REIMBURSEMENT TABLE"). With respect to monthly paid
Service, in the event, SKYNET has put into service a replacement satellite
which does not meet all CUSTOMER Service requirements, CUSTOMER will have the
option to retain Service as described in this Agreement or terminate this
Agreement without additional liability on the part of either party, except that
CUSTOMER shall be liable to pay for Service that has already been rendered to
CUSTOMER by SKYNET.
31. PAYMENT OF MONTHLY CHARGES
In the event Service is furnished on a monthly paid basis, a monthly
charge will apply for each month or fraction thereof that Service is furnished.
Monthly charges start on the first day the Service begins pursuant to Section 2
of the Service Description ("METHOD OF PAYMENT AND RATE"). Charges accrue
through and include the day that the Service is discontinued. When the billing
date and the date that the Service is started, changed, or discontinued do not
coincide, the charges will be adjusted to reflect the fractional part of the
month involved. Any day or part thereof in which Service is provided shall be
considered a full day. Any Service provided in a day (beginning and ending as
determined by Greenwich Mean Time ("GMT") shall be considered to have been
rendered for a full day. Partial monthly billing is based on the actual number
of days in each month. Monthly charges will be billed during the first week of
each month in which Service is being provided; payment is due on or before the
first day of the following month, as specified on the xxxx. Monthly paid
Service may be discontinued for nonpayment of a xxxx ten (10) days beyond
CUSTOMER's receipt of notice of payment past due. All payments by CUSTOMER to
SKYNET shall be made in U.S. dollars and shall be deemed to be made upon
receipt of collected funds by SKYNET. Any and all transfer, exchange or
36
General T's & C's
GILAT FINAL
8/31/00
Page 19 of 20
similar fees associated with the payment of the xxxx are the responsibility of
the CUSTOMER.
32. SECURITY PAYMENT
The amount of the required security payment and the date due are as
specified in Section 2.1 of the Service Description ("METHOD OF PAYMENT AND
RATE"). Failure to remit such required security payment in a timely manner
shall be considered a material breach of this Agreement. Such deposit will be
held as a guarantee for the payment of any or all charges due hereunder. This
security deposit does not relieve CUSTOMER of the responsibility for the prompt
payment of bills upon presentation. The security deposit will be held by SKYNET
and applied to CUSTOMER's final xxxx(s). All of the security deposit amount,
held in cash by SKYNET, in excess of the last billed amounts will be refunded
to CUSTOMER upon the expiration or earlier termination of this Agreement.
Simple interest at the rate of six percent annually will be paid to CUSTOMER
for the period that a cash deposit is held by SKYNET. However, if the
appropriate legal authority in the state where CUSTOMER's office, responsible
for xxxx payment is located, establishes a different rate of interest, then
that rate will apply.
33. INTEREST ON LATE PAYMENTS
Any late payments by CUSTOMER of amounts due and payable hereunder
(including, but not limited to, specified payments, damages, and
indemnification) to SKYNET shall be with interest at the rate of eighteen
percent (18%) per annum, or the highest legally permissible rate of interest,
whichever is lower, and all interest or discounting shall be compounded on a
monthly basis. Such late payments, including interest, shall be payable with
the amount due and calculated from the date payment was due until the date it
is received by SKYNET.
34. EXPORT CONTROL
CUSTOMER will not use, distribute, transfer or transmit any products,
software or technical information (even if incorporated into other products)
provided under this Agreement except in compliance with U.S. export laws and
regulations (the "Export Laws"). CUSTOMER will not, directly or indirectly,
export or re-export the following items to any country which is in the then
current list of prohibited countries specified in the applicable Export Laws:
(a) software or technical data disclosed or provided to CUSTOMER by SKYNET or
SKYNET's subsidiaries or affiliates; or (b) the direct product of such software
or technical data. CUSTOMER agrees to promptly inform SKYNET in writing of any
written authorization issued by the U.S. Department of State office of export
licensing to export or re-export any such items referenced in (a) or (b).
CUSTOMER also will not, without the prior written consent of SKYNET, export or
re-export, directly or indirectly, any technical data or software furnished
hereunder from the country in which SKYNET first provided the technical data or
software to CUSTOMER hereunder, except to the United States. The obligations
stated above in this clause will survive the expiration, cancellation or
termination of this Agreement or any other related agreement.
35. ARBITRATION
All disputes arising in connection with the present Agreement shall be
finally settled under the Rules of Conciliation
37
General T's & C's
GILAT FINAL
8/31/00
Page 20 of 20
and Arbitration of the American Arbitration Association ("AAA Rules") by one or
more arbitrators appointed in accordance with said AAA Rules. The arbitration
shall take place in New York City, United States of America, and shall be
conducted in English. The arbitrator shall apply the substantive (not the
conflicts) law of the state specified in the choice of law provision set forth
elsewhere in this Agreement. The arbitrator shall not limit, expand or modify
the terms of this Agreement nor award damages in excess of compensatory
damages, and each party waives any claim to such excess damages. The award
shall be in United States dollars. Judgement upon the award rendered in the
arbitration may be entered in any court having jurisdiction thereof. Each Party
shall bear its own expenses (including attorney's fees) and an equal share of
the expenses of the arbitrator and the fees of the arbitration. Nothing in this
Agreement shall be construed to preclude any party from seeking injunctive
relief in order to protect its rights pending arbitration. A request by a party
to a court for such injunctive relief shall not be deemed a waiver of the
obligation to arbitrate.
38
Gilat-To-Home
8/31/00
Exhibit A
Page 1 of 2
EXHIBIT A
SKYNET(R)
Telstar 7
Ku-Band Performance Parameters
Transponder Specific Characteristics
TRANSPONDER CENTER FREQUENCIES AND POLARIZATIONS
---------------------------------------------------------------------------------------------
Transponder Uplink Center Uplink Downlink Center Downlink
Frequency (MHz) Polarization Frequency (MHz) Polarization
---------------------------------------------------------------------------------------------
[*] [*] [*] [*] [*]
---------------------------------------------------------------------------------------------
[*] [*] [*] [*] [*]
---------------------------------------------------------------------------------------------
[*] [*] [*] [*] [*]
---------------------------------------------------------------------------------------------
[*] [*] [*] [*] [*]
---------------------------------------------------------------------------------------------
[*] [*] [*] [*] [*]
---------------------------------------------------------------------------------------------
[*] [*] [*] [*] [*]
---------------------------------------------------------------------------------------------
[*] [*] [*] [*] [*]
---------------------------------------------------------------------------------------------
[*] [*] [*] [*] [*]
---------------------------------------------------------------------------------------------
[*] [*] [*] [*] [*]
---------------------------------------------------------------------------------------------
[*] [*] [*] [*] [*]
---------------------------------------------------------------------------------------------
[*] [*] [*] [*] [*]
---------------------------------------------------------------------------------------------
[*] [*] [*] [*] [*]
---------------------------------------------------------------------------------------------
[*] [*] [*] [*] [*]
---------------------------------------------------------------------------------------------
[*] [*] [*] [*] [*]
---------------------------------------------------------------------------------------------
DOWNLINK EIRP AND UPLINK G/T
The downlink EIRP and uplink G/T is shown in earth coverage maps. All values
are at EOL.
SATURATION FLUX DENSITY
Saturation Flux Density (SFD) is related to G/T by the equation:
SFD = A - G/T + P
Where SFD = SFD in dBW/m(2)
A = Transponder Dependent Constant
G/T = system G/T in dB/K
P = Pad Attenuator Setting in dB
The value of A for a specific transponder, and the transponder's G/T coverage
map shall be used to determine the SFD at a given location. The values for "A"
are listed below.
-------------------------------------------------------------------------------------------------------------------
Transponder [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------
Value "A" [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------
SKYNET and its logo are registered trademarks of Loral SpaceCom Corporation.
[*] 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.
39
Gilat-To-Home
8/31/00
Exhibit A
Page 2 of 2
EXPECTED DEGRADATION OVER LIFE
The transponder performance will degrade slightly over the life of the
satellite. The following table estimates the EIRP and G/T degradations.
----------------------------------------------
BOL 7 yrs EOL
1999 2014
(estimated)
----------------------------------------------
EIRP [*] [*] [*]
----------------------------------------------
G/T [*] [*] [*]
----------------------------------------------
DEFINITION OF INTERRUPTION USING ABSOLUTE TRANSPONDER REFERENCE PERFORMANCE.
This definition of Interruption will be used from the beginning of the contract
period until the time when Loral Skynet and the CUSTOMER have decided to use a
Signal Monitoring System for the purpose of determining an Interruption. The
Transponder Reference Performance values consist of the values for G/T, EIRP,
and SFD) that would be measured by a calibrated In-Orbit Test Set over an earth
station located at Hawley, Pennsylvania. These values are listed in the
following Table.
-------------------------------------------------------------------------------
Transponder Minimum GTF Minimum EIRP SFD @ Min G/T
(dB/K) (dBW) (dBW/m(2) & 0 dB Pad
-------------------------------------------------------------------------------
[*] [*] [*] [*]
-------------------------------------------------------------------------------
[*] [*] [*] [*]
-------------------------------------------------------------------------------
[*] [*] [*] [*]
-------------------------------------------------------------------------------
[*] [*] [*] [*]
-------------------------------------------------------------------------------
[*] [*] [*] [*]
-------------------------------------------------------------------------------
[*] [*] [*] [*]
-------------------------------------------------------------------------------
[*] [*] [*] [*]
-------------------------------------------------------------------------------
[*] [*] [*] [*]
-------------------------------------------------------------------------------
[*] [*] [*] [*]
-------------------------------------------------------------------------------
[*] [*] [*] [*]
-------------------------------------------------------------------------------
[*] [*] [*] [*]
-------------------------------------------------------------------------------
[*] [*] [*] [*]
-------------------------------------------------------------------------------
[*] [*] [*] [*]
-------------------------------------------------------------------------------
[*] [*] [*] [*]
-------------------------------------------------------------------------------
For an Interruption to have occurred as a result of a satellite technical
performance deficiency, the measured values at Hawley, Pennsylvania, must be at
least [*] dB lower than the Transponder Reference Performance. This [*] dB
degradation incorporates margins for equipment accuracy limitations, test-set
repeatability limitations, and environmental effects
[*] 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.
40
EXHIBIT A
Contour Maps
8/31/00
Page 1 of 28
TELSTAR 7
Ku-Band Horizontal Polarization Transmit EIRP (dBW)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dBW
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
41
EXHIBIT A
Contour Maps
8/31/00
Page 2 of 28
TELSTAR 7
Ku-Band Vertical Polarization Receive G/T (dB/K)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dB/K
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
42
EXHIBIT A
Contour Maps
8/31/00
Page 3 of 28
TELSTAR 7
Ku-Band Horizontal Polarization Transmit EIRP (dBW)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dBW
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
43
EXHIBIT A
Contour Maps
8/31/00
Page 4 of 28
TELSTAR 7
Ku-Band Vertical Polarization Receive G/T (dB/K)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dB/K
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
44
EXHIBIT A
Contour Maps
8/31/00
Page 5 of 28
TELSTAR 7
Ku-Band Horizontal Polarization Transmit EIRP (dBW)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dBW
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
45
EXHIBIT A
Contour Maps
8/31/00
Page 6 of 28
TELSTAR 7
Ku-Band Vertical Polarization Receive G/T (dB/K)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dB/K
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
46
EXHIBIT A
Contour Maps
8/31/00
Page 7 of 28
TELSTAR 7
Ku-Band Horizontal Polarization Transmit EIRP (dBW)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dBW
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
47
EXHIBIT A
Contour Maps
8/31/00
Page 8 of 28
TELSTAR 7
Ku-Band Vertical Polarization Receive G/T (dB/K)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dB/K
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
48
EXHIBIT A
Contour Maps
8/31/00
Page 9 of 28
TELSTAR 7
Ku-Band Vertical Polarization Transmit EIRP (dBW)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dBW
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
49
EXHIBIT A
Contour Maps
8/31/00
Page 10 of 28
TELSTAR 7
Ku-Band Horizontal Polarization Receive G/T (dB/K)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dB/K
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
50
EXHIBIT A
Contour Maps
8/31/00
Page 11 of 28
TELSTAR 7
Ku-Band Horizontal Polarization Transmit EIRP (dBW)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dBW
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
51
EXHIBIT A
Contour Maps
8/31/00
Page 12 of 28
TELSTAR 7
Ku-Band Vertical Polarization Receive G/T (dB/K)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dB/K
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
52
EXHIBIT A
Contour Maps
8/31/00
Page 13 of 28
TELSTAR 7
Ku-Band Vertical Polarization Transmit EIRP (dBW)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dBW
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
53
EXHIBIT A
Contour Maps
8/31/00
Page 14 of 28
TELSTAR 7
Ku-Band Horizontal Polarization Receive G/T (dB/K)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dB/K
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
54
EXHIBIT A
Contour Maps
8/31/00
Page 15 of 28
TELSTAR 7
Ku-Band Horizontal Polarization Transmit EIRP (dBW)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dBW
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
55
EXHIBIT A
Contour Maps
8/31/00
Page 16 of 28
TELSTAR 7
Ku-Band Vertical Polarization Receive G/T (dB/K)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dB/K
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
56
EXHIBIT A
Contour Maps
8/31/00
Page 17 of 28
TELSTAR 7
Ku-Band Vertical Polarization Transmit EIRP (dBW)
Transponder: [*] Frequency: 11960.0[*] MHz
Satellite Position: 129.0 Peak: [*] dBW
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
57
EXHIBIT A
Contour Maps
8/31/00
Page 18 of 28
TELSTAR 7
Ku-Band Horizontal Polarization Receive G/T (dB/K)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dB/K
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
58
EXHIBIT A
Contour Maps
8/31/00
Page 19 of 28
TELSTAR 7
Ku-Band Horizontal Polarization Transmit EIRP (dBW)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dBW
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
59
EXHIBIT A
Contour Maps
8/31/00
Page 20 of 28
TELSTAR 7
Ku-Band Vertical Polarization Receive G/T (dB/K)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dB/K
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
60
EXHIBIT A
Contour Maps
8/31/00
Page 21 of 28
TELSTAR 7
Ku-Band Vertical Polarization Transmit EIRP (dBW)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dBW
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
61
EXHIBIT A
Contour Maps
8/31/00
Page 22 of 28
TELSTAR 7
Ku-Band Horizontal Polarization Receive G/T (dB/K)
Transponder: [*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dB/K
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
62
EXHIBIT A
Contour Maps
8/31/00
Page 23 of 28
TELSTAR 7
Ku-Band Horizontal Polarization Transmit EIRP (dBW)
Transponder:[*] Frequency:[*] MHz
Satellite Position: 129.0 Peak: [*] dBW
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
63
EXHIBIT A
Contour Maps
8/31/00
Page 24 of 28
TELSTAR 7
Ku-Band Vertical Polarization Receive G/T (dB/K)
Transponder:[*] Frequency:[*] MHz
Satellite Position: 129.0 Peak: [*] db/k
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
64
EXHIBIT A
Contour Maps
8/31/00
Page 25 of 28
TELSTAR 7
Ku-Band Horizontal Polarization Transmit EIRP (dBW)
Transponder:[*] Frequency:[*] MHz
Satellite Position: 129.0 Peak: [*] dBW
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
65
EXHIBIT A
Contour Maps
8/31/00
Page 26 of 28
TELSTAR 7
Ku-Band Vertical Polarization Receive G/T (dB/k)
Transponder:[*] Frequency:[*] MHz
Satellite Position: 129.0 Peak: [*] dB/K
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
66
EXHIBIT A
Contour Maps
8/31/00
Page 27 of 28
TELSTAR 7
Ku-Band Horizontal Polarization Transmit EIRP (dBW)
Transponder:[*] Frequency:[*] MHz
Satellite Position: 129.0 Peak: [*] dBW
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
67
EXHIBIT A
Contour Maps
8/31/00
Page 28 of 28
TELSTAR 7
Ku-Band Vertical Polarization Receive G/T (dB/k)
Transponder:[*] Frequency: [*] MHz
Satellite Position: 129.0 Peak: [*] dB/K
[CONTOUR MAP]
LORAL SKYNET Proprietary
Use Pursuant to Company Instructions
Final Antenna Performance as verified
during October 1999 In-Orbit Testing
[*] 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.
68
Gilat-To-Home
8/31/00
Page 1 of 1
EXHIBIT B
SKYNET(R)
[*]
[*]
[*]
[*] 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.
69
EXHIBIT C
SKYNET
GILAT TO HOME PROPOSAL
WARRANTY TABLE PER XPDR
2 XPDRS 6 XPDRS 6 XPDRS
MONTHS 12/1/00 1/1/01 4/1/01
OF (85 MONTHS) (84 MONTHS) (81 MONTHS)
CONTRACT PERIOD $[*]/mo $[*]/mo $[*]/mo
85 Dec-00 [*] [*] [*]
84 Jan-01 [*] [*] [*]
83 Feb-01 [*] [*] [*]
82 Mar-01 [*] [*] [*]
81 Apr-01 [*] [*] [*]
80 May-01 [*] [*] [*]
79 Jun-01 [*] [*] [*]
78 Jul-01 [*] [*] [*]
77 Aug-01 [*] [*] [*]
76 Sep-01 [*] [*] [*]
75 Oct-01 [*] [*] [*]
74 Nov-01 [*] [*] [*]
73 Dec-01 [*] [*] [*]
72 Jan-02 [*] [*] [*]
71 Feb-02 [*] [*] [*]
70 Mar-02 [*] [*] [*]
69 Apr-02 [*] [*] [*]
68 May-02 [*] [*] [*]
67 Jun-02 [*] [*] [*]
66 Jul-02 [*] [*] [*]
65 Aug-02 [*] [*] [*]
64 Sep-02 [*] [*] [*]
63 Oct-02 [*] [*] [*]
62 Nov-02 [*] [*] [*]
61 Dec-02 [*] [*] [*]
60 Jan-03 [*] [*] [*]
59 Feb-03 [*] [*] [*]
58 Mar-03 [*] [*] [*]
57 Apr-03 [*] [*] [*]
56 May-03 [*] [*] [*]
55 Jun-03 [*] [*] [*]
54 Jul-03 [*] [*] [*]
53 Aug-03 [*] [*] [*]
52 Sep-03 [*] [*] [*]
51 Oct-03 [*] [*] [*]
50 Nov-03 [*] [*] [*]
49 Dec-03 [*] [*] [*]
48 Jan-04 [*] [*] [*]
47 Feb-04 [*] [*] [*]
46 Mar-04 [*] [*] [*]
45 Apr-04 [*] [*] [*]
44 May-04 [*] [*] [*]
43 Jun-04 [*] [*] [*]
42 Jul-04 [*] [*] [*]
41 Aug-04 [*] [*] [*]
[*] 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.
70
EXHIBIT C
SKYNET
GILAT TO HOME PROPOSAL
WARRANTY TABLE PER XPDR
40 Sep-04 [*] [*] [*]
39 Oct-04 [*] [*] [*]
38 Nov-04 [*] [*] [*]
37 Dec-04 [*] [*] [*]
36 Jan-05 [*] [*] [*]
35 Feb-05 [*] [*] [*]
34 Mar-05 [*] [*] [*]
33 Apr-05 [*] [*] [*]
32 May-05 [*] [*] [*]
31 Jun-05 [*] [*] [*]
30 Jul-05 [*] [*] [*]
29 Aug-05 [*] [*] [*]
28 Sep-05 [*] [*] [*]
27 Oct-05 [*] [*] [*]
26 Nov-05 [*] [*] [*]
25 Dec-05 [*] [*] [*]
24 Jan-06 [*] [*] [*]
23 Feb-06 [*] [*] [*]
22 Mar-06 [*] [*] [*]
21 Apr-06 [*] [*] [*]
20 May-06 [*] [*] [*]
19 Jun-06 [*] [*] [*]
18 Jul-06 [*] [*] [*]
17 Aug-06 [*] [*] [*]
16 Sep-06 [*] [*] [*]
15 Oct-06 [*] [*] [*]
14 Nov-06 [*] [*] [*]
13 Dec-06 [*] [*] [*]
12 Jan-07 [*] [*] [*]
11 Feb-07 [*] [*] [*]
10 Mar-07 [*] [*] [*]
9 Apr-07 [*] [*] [*]
8 May-07 [*] [*] [*]
7 Jun-07 [*] [*] [*]
6 Jul-07 [*] [*] [*]
5 Aug-07 [*] [*] [*]
4 Sep-07 [*] [*] [*]
3 Oct-07 [*] [*] [*]
2 Nov-07 [*] [*] [*]
1 Dec-07 [*] [*] [*]
[*] [*] [*]
[*] 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.
71
Gilat-To-Home
8/31/00
Page 1 of 1
EXHIBIT D
LIST OF APPROVED ASSIGNEES
AND
APPROVED RECIPIENTS OF CONFIDENTIAL INFORMATION
LIST OF APPROVED ASSIGNEES
ALL SUBSIDIARIES AND AFFILIATES OF GILAT-TO-HOME INC.
ALL SUBSIDIARIES AND AFFILIATES OF GILAT SATELLITE NETWORKS LTD.
and the following entities:
NOVA NET
CONVERGENT
PIXEL
MSN
ECHOSTAR
BANK LEUMI (or such other bank providing financing)
LIST OF APPROVED "RECIPIENTS" OF CONFIDENTIAL INFORMATION
ALL SUBSIDIARIES AND AFFILIATES OF GILAT-TO-HOME INC.
ALL SUBSIDIARIES AND AFFILIATES OF GILAT SATELLITE NETWORKS LTD.
And the following entities:
MSN
Echostar
Financing Banks
72
Gilat-To-Home
8/31/00
Page 1 of 1
EXHIBIT E
Ku-BAND TRANSMISSION PARAMETERS
Adherence to the following transmission parameters is necessary to obtain
proper system performance and to ensure that the transmissions from the ground
segment targeted for a particular transponder do not adversely affect the
transmissions through other transponders.
A. TRANSMITTED CARRIERS - The transmitted carrier(s) for 36 MHz transponders
shall be within accepted industry standards and shall be confined to the
usable bandwidth of 36 MHz centered on the transponder center frequency,
unless otherwise assigned.
B. CARRIER DISPERSAL/POWER DENSITY - The Transmitted carrier power density
shall not exceed -- [*] at the transmit antenna flange. The EIRP
density of downlink carriers shall not exceed + [*].
C. TRANSMIT POWER - SKYNET shall authorize a particular transmit power by a
transmitting earth station. For transponders operating in the saturated
mode, this authorized power shall normally be that power necessary to
saturate the transponder and shall not be exceeded by more than 2dB. For
transponders operating in a mode where the power is backed off below
saturation, this authorized transmit power shall not be exceeded. During
rain fades an earth station may automatically adjust the transmit power
authorized by SKYNET by the amount necessary to overcome the additional
uplink loss caused by the rain.
D. POLARIZATION ISOLATION (TRANSMITTING SMALL ANTENNA CUSTOMER EARTH
STATION)-Isolation between orthogonal cross-polarized signals shall be
greater than or equal to [*] anywhere within the transmit pattern where
the transmit co-polarized gain is no more than 0.5dB below the peak
transmit co-polarized gain. In addition, isolation between orthogonal
cross polarized signals shall be greater than or equal to [*] anywhere
within the transmit pattern where the transmit co-polarized gain is no
more than 1.0 dB below the peak transmit co-polarized gain.
E. POLARIZATION ISOLATION (TRANSMITTING HUB EARTH STATION)- Isolation
between orthogonal cross polarized signals shall be at least [*] in the
band 14 to 14.5 GHz within a cone angle of (0.25Theta) where theta is the
half-power beamwidth of the main beam. The polarization adjustment of the
earth station antenna relative to the satellite shall be maintained to an
accuracy of +/- 1.0 degree.
[*] 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.
73
Gilat-To-Home
8/31/00
Exhibit F
Page 1 of 2
EXHIBIT F
SKYNET(R)
Telstar 7
GILAT
Improper Illumination
[*]
[*]
DEFINITIONS
NETWORK CONTROL CENTER (NCC)
The NCC of GTH provides master management and control means for the
network through the Network Management System (NMS). This is also the
site of the Hub uplink RF equipment. It is manned 24 hours a day, 7
days a week and located in Marietta, GA.
"GREEN" VSAT
This term refers to a VSAT that is in order, locked on the Hub signal
and responds properly to regular hub commands.
"RED" VSAT
This term refers to a VSAT that, from the NMS perspective is out of
order and can't be controlled by the NMS. This includes also a VSAT
that was turned off by the customer.
[*]
CUSTOMER DATABASE
GTH will maintain a database listing the zip codes of all earth
stations. A tool will be in place which converts the address into
longitude and latitude. Earth station locations will be retained in
the database even when service has been terminated if the customer
antenna is left in place.
-------------------------------------------------------------------------------
SKYNET and its logo are registered trademarks of Loral SpaceCom Corporation
[*] 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.
74
Gilat-To-Home
8/31/00
Exhibit F
Page 2 of 2
PROCEDURE
SKYNET will contact all uplink sites in the ellipse prior to notifying GTH.
IMPROPER ILLUMINATION BY THE HUB
[*]
[*] 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.
