EXHIBIT 10.60
C3/C4 SATELLITE TRANSPONDER SALES AGREEMENT
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AMENDMENT NUMBER FOUR
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This Amendment, made and entered into this 24th day of November, 1992 by
and between GE AMERICAN COMMUNICATIONS, INC. ("GE Americom") and INTERNATIONAL
FAMILY ENTERTAINMENT, INC. ("Customer"), as successor in interest to The
Christian Broadcasting Network, Inc.
W I T N E S S E T H
WHEREAS, GE Americom and Customer are parties to a C3/C4 Satellite
Transponder Sales Agreement dated July 7, 1989, as amended by an Amendment
Number One and an Amendment Number Two each dated December 15, 1989 and by a
letter amendment dated September 30, 1991 (as amended, the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement further in certain
respects;
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 to amend
the Agreement as follows:
1. Change all occurrences of the abbreviation "CBN" to "Customer."
2. Add a new Paragraph Y to Article 1 as follows:
Y. "Video Services" means video and related services that are delivered
primarily to cable television systems, satellite master antenna television
systems, multipoint multichannel distribution systems, "backyard"
television receive-only facilities and functionally similar technologies.
3. Revise Paragraph A of Article 4 to read as follows:
Subject to the provisions of Article 5 hereof, (i) title to the Transponder
on C-4 shall pass to Customer upon the Commercial Operational Date of the
C-4 Satellite and (ii) title to the Transponder on C-3 shall pass to
Customer on the later of the Commercial Operational Date of the C-3
Satellite or January 4, 1993, provided in each case that all payments due
under this Agreement to GE Americom as of the applicable date have been
made, including any interest owing on late payments. If title to a
Transponder does not pass to Customer on the date specified in the
preceding sentence with respect to such Transponder because of Customer's
failure to make all the payments due to GE Americom, including any
applicable interest, title shall pass to Customer upon its paying GE
Americom all amount then owing,
unless this Agreement is earlier terminated by GE Americom pursuant to
Article 24.C.3. In the event that the Commercial Operational Date of the C-
3 Satellite occurs prior to January 4, 1993, Customer shall have the right
to use the Transponder on the C-3 satellite at no additional charge during
the period from the Commercial Operational Date until January 4, 1993.
4. Revise Paragraph B of Article 9 as follows:
Customer agrees that at least until December 31, 1996 it will (i) use the
Transponder on either C-3 or C-4 for the transmission of the primary
outbound feed known as "The Family Channel (West)" and (ii) use the other
Transponder for (a) the transmission of a primary outbound feed of one of
its principal Video Services or (b) a replica of a primary feed of The
Family Channel.
5. Revise Paragraph C of Article 9 by deleting the words "video
programming" in the second line thereof and replacing them with the words
"Video Services."
6. Add a new Paragraph G to Article 9 as follows:
Each request by Customer for GE Americom's consent to an assignment or
transfer pursuant to Article 9.D above shall be in writing and set forth
the consideration to be paid by the assignee or transferee for the
Transponder or Transponders subject to such proposed assignment or transfer
and the other material terms and conditions of such assignment or transfer.
In lieu of consenting to the proposed assignment or transfer, GE Americom
shall have the option to repurchase the Transponder or Transponders
proposed to be transferred for a purchase price equal to that to be paid by
the proposed transferee and on the same material terms and conditions. Such
option shall be exercisable upon thirty days' prior written notice to
Customer, such notice to be given at any time within thirty days after
receipt of the written request described in the first sentence of this
Paragraph. If the proposed consideration for a transfer is reduced prior to
consummation of such transfer, the Transponder(s) shall be offered to GE
Americom again at such reduced consideration. Nothing in this Paragraph
shall require GE Americom to repurchase a Transponder in order to prevent a
transfer to which GE Americom is otherwise entitled to object pursuant to
Article 9.D.
7. Renumber Article 27 as Article 28 and insert a new Article 27 as
follows:
ARTICLE 23. PROGRAMMING CONTENT
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A. Customer agrees that it will not itself use the Transponders, and will
not authorize or permit others, including without limitation it successors,
subcontractors or transferees, (hereinafter its "Designees") to use the
Transponders to transmit unlawful programming of any nature, provided,
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however, that Customer shall not be responsible for "pirate" transmissions
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by parties not authorized by Customer or Customers's Designees to use the
Transponders and whose unauthorized use Customer takes prompt and
reasonable steps to terminate. Customer and its Designees will not transmit
programming containing "sexually explicit conduct" as defined in 18 U.S.C.
(S) 2256(2) unless the depiction of such conduct in a program is integrally
related to and advances the thematic content of the program and such
content has serious literary, artistic, political or scientific value.
B. GE Americom may terminate, prevent or restrict any programming using
the Transponders provided hereunder as a means of transmission if such
actions (1) are undertaken at the request or by direction of a governmental
agency (including the FCC), (2) are taken subsequent to the institution
against GE Americom, any legal entity affiliated with GE Americom or any of
the officers, directors, agents or employees of GE Americom or its
affiliates, of criminal, civil or administrative proceedings or
investigations based upon the content of such programming, or (3) are taken
subsequent to the institution against Customer, any of its Designees or any
of the officers, directors, agents, employees or affiliates of Customer or
its Designees, of criminal, civil or administrative proceedings or
investigations based upon the content of such programming. Under the
circumstances set forth in clause (3) of the preceding sentence, GE
Americom shall provide two business days' advance notice to Customer that
it intends to take action to terminate, prevent or restrict such
programming, in which event Customer or its Designees, as appropriate, may,
during the period of notice, either (a) suspend, and agree to continue to
suspend, use of the service to transmit any programming which is the
subject of the notice, and any programming of a similar nature, until such
time as, in the judgment of GE Americom's counsel exercised in good faith,
the programming can be resumed without risk, in which event GE Americom
will not terminate, prevent or restrict such programming pursuant to clause
(3) of the preceding sentence so long as Customer and its Designees, as
appropriate, remain in compliance with the terms of said agreement and this
Article, or (b) obtain injunctive relief against actions by GE Americom to
terminate, prevent or restrict such programming.
C. GE Americom may terminate, prevent or restrict any programming using
the Transponders provided hereunder as a means of transmission if, in the
judgment of GE Americom's counsel exercised in good faith, (1) such actions
are reasonably appropriate to avoid violation of applicable law by GE
Americom, any affiliated company, or any of the directors, officers, agents
or employees of GE
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Americom or its affiliated companies; or (2) there is a reasonable risk
that criminal, civil or administrative proceedings or investigations based
upon the content of such programming will be instituted against GE
Americom, any affiliated company, or any of the directors, officers, agents
or employees of GE Americom or its affiliated companies; or (3) such
programming will expose GE Americom to costs, expenses, liability, damages,
fines or other penalties from which GE Americom is not adequately protected
by arrangements for compensation, indemnity and insurance provided by
Customer. Under the circumstances set forth in the preceding sentence,
GEAmericom shall provide two business days' advance notice to Customer that
it intends to take action to terminate, prevent or restrict such
programming, in which event Customer or its Designees, as appropriate, may,
during the period of notice, either (a) suspend, and agree to continue to
suspend, use of the service to transmit any programming which is the
subject of the notice, and any programming of a similar nature, until such
time as, in the judgment of GE Americom's counsel exercised in good faith,
the programming can be resumed without risk, in which event GE Americom
will not terminate, prevent or restrict such programming pursuant to the
preceding sentence so long as Customer and its Designees, as appropriate,
remain in compliance with the terms of said agreement and this Article, or
(b) obtain injunctive relief against actions by GE Americom to terminate,
prevent or restrict such programming.
D. A decision by GE Americom at any time that action to terminate,
prevent or restrict programming is or is not warranted shall not operate
to, or be deemed to, limit or waive GE Americom's right to take or not take
action at another time to terminate, prevent or restrict programming.
E. In the event any criminal, civil or administrative proceeding or
investigation is instituted against GEAmericom, any legal affiliate
thereof, or any of the directors, officers, agents or employees of GE
Americom or its affiliated companies (the "Indemnified Parties"), based
upon the content of any programming which is transmitted using the
Transponders provided hereunder, Customer shall indemnify and save harmless
the Indemnified Parties from all liabilities and damages of any nature,
including without limitation, to the extent permitted by law, any fines or
other penalties resulting from or arising out of such proceedings or
investigations, and from all reasonable costs and expenses (including
attorney fees and expert witness fees) incurred in connection therewith.
Except in the case of civil proceedings in which the requested relief
consists solely of an award of monetary damages, which shall be governed by
the provisions of Article 17.D of this Agreement, GE Americom shall have
the right, but not the obligation, to require Customer to conduct the
defense of GE Americom in any such proceedings or investigations at the
expense of Customer. If GE Americom elects to conduct its own defense in
accordance with the preceding sentence, Customer shall nevertheless remain
liable for the liabilities, damages, costs and expenses described
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in the first sentence of this Article 23.E.
8. Except as amended hereby, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number
Four as of the day and year first above written.
INTERNATIONAL FAMILY
ENTERTAINMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
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(Typed or Printed Name)
Title: President
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Date: November 24, 1992
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GE AMERICAN COMMUNICATIONS, INC.
By: /s/ Xxxxxx Xxxxxxxx
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(Signature)
Name: Xxxxxx Xxxxxxxx
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(Typed or Printed Name)
Title: V.P. Cable Services
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Date: Dec. 2, 1992
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