EXHIBIT 10.57
C-3/C-4 SATELLITE TRANSPONDER SALES AGREEMENT
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AMENDMENT NUMBER ONE
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This Amendment, made and entered into this 15th day of December 1989, by
and between GE American Communications, Inc. (GE Americom) and The Christian
Broadcasting Network, Inc. (CBN).
WITNESSETH
WHEREAS, GE Americom has entered into an agreement with Arianespace for
launch of the C-3 and C-4 satellites; and
WHEREAS, that agreement with Arianespace requires that GE Americom obtain
from purchasers of C-3 or C-4 transponders certain indemnifications and waivers
of liability; and
WHEREAS, GE Americom and CBN have entered into a C-3/C-4 Satellite
Transponder Sales Agreement dated July 7, 1989 (the "Agreement") which does not
contain the required provisions; and
WHEREAS, the parties therefore desire to amend the Agreement;
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which is acknowledged by
the parties, the parties, intending to be legally bound, hereby agree as
follows:
1. Article 19. Limitation of Liability
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Add the following:
G. CBN shall have no right of action against Arianespace, other
customers of Arianespace* ("third party customers") or their
respective associates, for damages for bodily harm and damage to
property suffered by CBN resulting from the performance of the Ariane
launch services agreement for the Satellite by such named parties. CBN
further irrevocably agrees to a no-fault, no-subrogation waiver of
liability and waives the right to make any claims or to instigate any
judicial proceedings in connection with such claims against
Arianespace, the third party customers of Arianespace or their
associates. In the event that one or more associates of CBN shall
proceed against Arianespace, the third party customers or their
associates as a result of bodily harm
or property
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* other than GE Americom pursuant to Agreement
damage caused by Arianespace, the third party customers or their
associates resulting from the performance of the Ariane launch
services agreement by such named parties, CBN shall indemnify, hold
harmless, dispose of any such claim and defend when not contrary to
the governing rules of procedures where the action takes place,
Arianespace, such third party customers and their associates from any
loss, damage, liability or expense, including attorney's fees, on
account of such damage or injury, and shall pay all expenses and
satisfy all judgments which may be incurred by or rendered against
said indemnitees. As used herein, the term "associates" means
individuals or legal entities which act, directly or indirectly, on
behalf of or at the direction of an entity to fulfill the obligations
of that entity, including the entity's employees, suppliers and
subcontractors.
2. Except as amended hereby, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, The parties have executed this Amendment Number One as
of the day and year herein above first written.
THE CHRISTIAN BROADCAST
NETWORK, INC.
By: /s/ Xxx Xxxxxxxxx
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GE AMERICAN COMMUNICATIONS INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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X. X. Xxxxxxxx
Vice President, Cable Services
