EXHIBIT 6.2
STAR CHOICE MDU SYSTEM OPERATOR AGREEMENT
This System Operator Agreement ("Agreement") is made and entered into as of this
27th day of August, 1998 ("Execution Date") between Star Choice, a Canadian
corporation, and MDU Communications Inc. ("System Operator").
RECITALS
A. Star Choice operates a direct to Home satellite ("DTH") service
through which subscribers are able to receive video, audio, data and
other commercial programming distributed by Star Choice via a direct
to home satellite system.
B. System Operator distributes television programming and services to
residential multiple dwelling units ("MDU's").
C. Star Choice and System Operator desire to establish a
business relationship whereby System Operator will
(i) establish and maintain in certain MDU Properties Signal
Distribution Systems, to enable MDU residents to receive
Star Choice Programming via such systems, and
(ii) act as a commissioned sales representative for Star
Choice to solicit and take orders for Star Choice
Commissionable Programming Packages from residents of MDU
within Canada (the "Territory"), according to this
Agreement and the Terms and Conditions attached hereto as
Exhibit A.
ARTICLE I
DEFINITIONS
1. The following capitalized terms shall have the meanings assigned them.
Certain other capitalized terms shall have the meanings given them
elsewhere in this Agreement.
"COMMISSION" shall have the meaning assigned such term in Section 2.4(a)
hereof.
"COMMISSIONABLE PROGRAMMING PACKAGES" shall mean the Star Choice
Programming on Exhibit B hereto, for which System Operator is authorized to
solicit orders on behalf of Star Choice and is entitled to a Commission
thereon.
"COMPONENTS" shall mean such equipment, whether pre-existing or newly
installed within the MDU Property which is used to create the Signal
Distribution System, including, but not limited to, a satellite receiving
dish, integrated receiver
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decoders, cables, splitters, taps, connectors, filters, amplifiers,
switches, wiring and any other materials or equipment.
"INDEPENDENT SO SUBSCRIBER" shall mean a Star Choice subscriber who
currently resides in a SO Property whose original Star Choice Programming
order was submitted directly by the subscriber to Star Choice or by an
entity other than System Operator.
"MDU PROPERTY" shall mean a condominium complex, apartment building
(including both rental and cooperative apartments), or townhouse community,
located in the Territory, comprised of multiple dwelling units, which units
in each case are occupied by single family households and are not generally
accessible to the public or otherwise a common area to which there is
unrestricted access by two or more persons, and which units may receive
Star Choice Programming from a common dish and separate Receivers in each
individual subscriber's dwelling unit, to a maximum number of IRD's in any
given MDU Property not to exceed the number of channels contained in Star
Choice Programming where a headend based system is employed in the
Property.
"NET RECEIPTS" shall mean gross receipts actually received by Star Choice
from the sale of Commissionable Programming Packages during the Term, net
of any discounts, refunds, fees, credits, taxes or applicable governmental
charges (other than income or franchise taxes) related to the sale or the
order or use of such Star Choice Programming.
"PREVIOUS SO SUBSCRIBER" shall mean a Star Choice subscriber who was
previously a SO Subscriber and who no longer resides in a SO Property.
"RECEIVER" shall mean the integrated receiver and decoder unit (IRD) sold
by Star Choice and necessary to receive Star Choice Programming which is
manufactured by Star Choice or a Star Choice authorized manufacturer.
"RIGHT OF ENTRY" shall mean that certain written agreements between System
Operator and the owner or manager of an MDU Property or, in the case of a
cooperative apartment complex, the homeowners' association, which
authorizes System Operator to install and maintain the Signal Distribution
in such MDU Property and solicit orders for Commissionable Programming
Packages therein.
"SIGNAL DISTRIBUTION SYSTEM" shall mean the integrated signal delivery
system including the Star Choice dish and Receiver and any necessary
Components by which Star Choice Programming is distributed throughout a SO
Property, which may also include off-air and/or cable distribution systems.
"SO PROPERTY" shall mean any of the MDU Properties for which System
Operator has obtained and continues to maintain throughout the term of this
Agreement a valid Right of Entry and
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(i) in which System Operator has installed a Signal
Distribution System,
(ii) the initial orders from residents of such property for Star
Choice Programming are submitted by System Operator and
transmitted to Star Choice by System Operator in accordance
with the terms of this Agreement, and
(iii) all units in such property are capable of receiving Star
Choice Programming within ten (10) business days of
ordering such programming.
"SO SUBSCRIBER" shall mean a Star Choice subscriber residing in a SO
Property, who receives one of the Star Choice Commissionable Programming
Packages, the initial order for which was submitted by the System Operator,
and who was not a Star Choice subscriber prior to becoming a SO Subscriber.
"STAR CHOICE PROGRAMMING" shall mean those programming services distributed
by Star Choice, including, but not limited to Commissionable Programming
Packages, which services and the prices therefor shall be provided to
System Operator by Star Choice, from time to time.
"TECHNICAL SPECIFICATIONS" shall mean the requirements in Exhibit C hereto
or any other document(s) mutually agreed by Star Choice and System Operator
during the Term, which specify the minimum parameters any and all Signal
Distribution Systems must meet under this Agreement.
"TERM" shall have the meaning assigned in Section 3.1 hereof.
ARTICLE II
GENERAL RIGHTS AND OBLIGATIONS
2.1 SOLICITATION OF STAR CHOICE PROGRAMMING SERVICES.
(a) Subject to the Terms and Conditions attached hereto as Exhibit A, Star
Choice hereby grants to System Operator the right to:
(i) market Star Choice Programming to SO Properties; and
(ii) solicit and take orders for Star Choice Programming from
residents of SO Properties.
(b) Nothing in this Agreement shall prevent Star Choice (or those Star
Choice's agents that are not system operators) from marketing,
soliciting and taking orders from residents of MDU Properties.
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(c) System Operator understands that it shall not have any right, unless
specifically provided by Star Choice under separate written agreement,
to:
(i) solicit or take orders for Star Choice Programming from any
person or entity that is not a resident of and MDU Property,
including, without limitation, commercial establishments, as such
may be defined by Star Choice in its reasonable discretion; or
(ii) use any person or entity other than its employees or the
employees of its affiliates in soliciting or taking orders for
Star Choice Programming without the prior written consent of Star
Choice.
(d) Star Choice reserves the right to modify the contents of the Star
Choice Programming and Commissionable Programming Packages and prices
thereof from time to time, effective upon written notice to System
Operator. All orders for Star Choice Programming shall be taken on the
terms and conditions, including pricing, specified to System Operator
in advance and in writing by Star Choice. As of the date hereof, the
prices for Commissionable Programming Packages shall be as set forth
in Exhibit B and the prices for other Star Choice Programming shall be
as provided by Star Choice to System Operator upon request.
(e) System Operator shall not charge any residents or subscribers of an
SO Property any commercially unreasonable connection fee for obtaining
the Star Choice Programming or any fee which is based upon such
resident or subscriber's receipt of any Star Choice Programming, it
being understood that the Commissions set forth in Section 2.4 are the
sole compensation that System Operator is to receive from Star Choice
or an SO Property (or residents thereof) for distribution of Star
Choice Programming. Notwithstanding the foregoing, nothing in this
Agreement is intended to limit any agreement between System Operator
and any owner of a SO Property with respect to the installation and
maintenance of the Signal Distribution System. Further and as agreed
to by Star Choice and the SO, Star Choice may collect from the
subscribers and pay to the SO, a one time fee and/or a monthly fee
representing the installation and/or the maintenance of the Signal
Distribution System. As specified in the letter of agreement between
Star Choice and System Operator dated August 27, 1998. A copy of which
is attached hereto as Exhibit B.
(f) Only after receiving, approving and accepting an order from System
Operator shall Star Choice be obligated to establish a customer
account for the subscriber and arrange for activation of Star Choice
Programming. Star Choice shall promptly notify System Operator of any
deficiencies with respect to particular subscriber information.
"Subscriber Information" shall mean that customer identification,
location, and billing information which Star Choice requires as
described in the Star Choice Policy Manual.
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2.2 SO PROPERTIES; RIGHT OF ENTRY. Prior to any solicitation of orders for Star
Choice Programming by System Operator, System Operator shall submit to Star
Choice the complete address (including postal code) of any MDU Property for
which System Operator has or is seeking a Right of Entry, in order to
confirm that such MDU Property is not already being serviced by another
system operator authorized by Star Choice. System Operator shall obtain and
continuously maintain a valid Right of Entry for such property during the
Term, granting System Operator access to the MDU, authorizing System
Operator to install and maintain the Signal Distribution System and
Components, and granting System Operator permission to solicit orders for
Star Choice Programming from MDU residents. System Operator shall promptly
forward to Star Choice a fully executed Right of Entry for all SO
Properties in the Territory. In no event shall System Operator install a
Signal Distribution System in any MDU for which System Operator does not
have a valid Right of Entry. System Operator shall provide written notice
to Star Choice within thirty (30) days of any loss, suspension, or
expiration of a Right of Entry.
2.3 IMPLEMENTATION OF SIGNAL DISTRIBUTION SYSTEM.
(a) INSTALLATION OF SIGNAL DISTRIBUTION SYSTEM AND COMPONENTS.
(i) System Operator shall design, develop, install and maintain a
Signal Distribution System for each SO Property which must
comply with the Technical Specifications as agreed by Star
Choice and System Operator, acting reasonably, (the current
version of which is set forth in Exhibit C hereto). Star Choice
reserves the right, in its sole discretion, to amend or revise
and reissue the Technical Specifications, which amendments or
revisions shall be promptly communicated by Star Choice to
System Operator. Upon any such amendment or revision by Star
Choice to the Technical Specifications, Star Choice and System
Operator shall discuss in good faith the extent to which
existing Signal Distribution Systems in SO Properties shall
comply with such amended or revised Technical Specifications, it
being understood and agreed by the parties that any and all
uncompleted Signal Distribution Systems in SO Properties must
comply with such revised or amended Technical Specifications.
(ii) System Operator shall provide to Star Choice a design for the
installation and integration of each Signal Distribution System
("Design") for each SO Property subject to this Agreement,
together with a time schedule for installation. If a SO Property
utilizes an identical previous design, the SO may request that
the previous design be used to satisfy this requirement. In
creating, installing and maintaining any Signal Distribution
System, System Operator shall comply with all equipment
manufacturers' or
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Component manufacturers' policies as may be in effect from time
to time. Star Choice shall provide to System Operator written
notice as soon as commercially practicable after receipt and
review of Design(s) if Star Choice reasonably believes than any
Design will not produce a Signal Distribution System meeting the
Technical Specifications. System Operator shall provide
installation progress reports to Star Choice periodically or as
Star Choice may reasonably request, and shall promptly notify
Star Choice of any material changes to the installation schedule
or Design.
(iii) Upon completion of installation, System Operator shall promptly
forward to Star Choice an updated copy of the Design and
completed Technical Registration Form included in the Technical
Specifications attached hereto as Exhibit C, which shall
include, among other things, various measurements of the signal
from the Signal Distribution System. Star Choice shall provide
to System Operator written notice as soon as commercially
practicable after receipt and review of the Technical
Registration Form if Star Choice reasonably believes that such
Technical Registration Form indicates that the Signal
distribution System does not meet the Technical Specifications,
and where possible, Star Choice shall recommend corrective
actions.
Unless and until the Signal Distribution System complies with the Technical
Specifications, such MDU Property shall not be considered a SO Property.
(b) TECHNICAL COMPLIANCE. System Operator shall, at its own cost and
expense,
(i) acquire directly from Star Choice the satellite IRDs and
integrate same with other necessary components to create the
Signal Distribution System, (the purchase contracts for the
satellite IRDs are to be agreed by the parties, acting
reasonably.
(ii) evaluate and test the Signal Distribution System to insure
compliance with the Technical Specifications for each unit in
the SO Property,
(iii) select Components that will ensure that the Signal Distribution
System meets the Star Choice Technical Specifications in the MDU
Property environment and will allow System Operator to fulfill
its obligations under this Agreement.
(iv) develop such additional hardware or other elements as are
necessary for the Signal Distribution System to meet the
Technical Specifications and allow System Operator to fulfill
its obligations under this Agreement,
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(v) provide such technical demonstrations of the Signal Distribution
System in any SO Property as Star Choice may require in its
reasonable discretion upon advance written notice to System
Operator, at such times mutually agreed upon by the parties, to
provide assurance that the Signal Distribution System will meet
the Star Choice Technical Specifications ("Technical Test"), and
provide Star Choice the opportunity to participate and provide
input in advance of completion of the Signal Distribution System
or distribution of Star Choice Programming via the Signal
Distribution System; provided, however, that if the technical
demonstrations are for other than bona fide Technical Test
purposes (e.g. for Star Choice Marketing purposes or to test new
Star Choice products or equipment), such demonstrations shall be
limited to the test site of the System Operator, and otherwise
be in conformity with the balance of this provision, mutatis
mutandis;
(vi) in connection with such Technical Test, make such changes to the
initial Signal Distribution System as are necessary in order for
the system to meet the Star Choice Technical Specifications, and
(vii) take all commercially reasonable actions necessary to ensure
that the Signal Distribution System continues to meet the
technical Specifications for the Term of this Agreement. If at
any time during the Term of this Agreement, Star Choice
determines in good faith that a Signal Distribution System is
not in material compliance with all or any portion of the
Technical Specifications, and such noncompliance interferes with
SO Subscribers' ability to receive Star Choice Programming of a
quality substantially received by other Star Choice subscribers
(i.e., the signal does not meet the measurement standards),
System Operator shall cure such noncompliance within ten (10)
days of Star Choice's notice of noncompliance (the "Cure
Period"), and provide Star Choice evidence of correction of such
noncompliance, which evidence may, at Star Choice's request,
include a Technical Demonstration. In the event such evidence is
not approved by Star Choice within the Cure Period, Star Choice
shall have the right to cease paying Commissions due to System
Operator with respect to SO Subscribers in the noncomplying SO
Property until compliance is achieved.
(c) PROVISION OF SIGNAL DISTRIBUTION SYSTEM OPERATOR. System Operator
shall, at its sole cost:
(i) acquire and supply Signal Distribution Systems and individual
IRD's (if applicable) to SO Properties at commercially
reasonable prices (unless otherwise agreed to between System
Operator and Star Choice);
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(ii) install at a commercially reasonable price and in a timely
manner the Signal Distribution System and any necessary
Components which System Operator supplies to any SO Property;
(iii) maintain at commercially reasonable prices the Signal
Distribution System for any SO Properties; and
(iv) provide, at a commercially reasonable price and in a manner
satisfactory to Star Choice, acting reasonably, customer service
to all SO Properties, subscribers and potential subscribers
related to the supply, installation and maintenance of the
Signal Distribution System. System Operator agrees to allow all
authorized Star Choice equipment to be used by the SO
Subscribers and the Independent SO Subscribers and agrees to
provide the same level of Signal Distribution System
installation and maintenance, and customer service support, for
the Independent SO Subscribers as System Operator does for the
SO Subscribers.
(d) DISCLAIMER OF WARRANTIES. SYSTEM OPERATOR UNDERSTANDS AND AGREES THAT
STAR CHOICE SHALL HAVE NO RESPONSIBILITY WHATSOEVER FOR ANY SIGNAL
DISTRIBUTION SYSTEM, INCLUDING THE RECEIVER AND COMPONENTS CONTAINED
THEREIN. STAR CHOICE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND
IMPLIES, IN CONNECTION WITH ANY SIGNAL DISTRIBUTION SYSTEM , INCLUDING
THE RECEIVER AND COMPONENTS CONTAINED THEREIN, THE INSTALLATION AND
FUNCTIONING OF SUCH SYSTEM IN ANY MDU PROPERTY, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTIES OTHERWISE IMPLIED IN LAW.
(e) NEW TECHNOLOGY; END-USE TESTING. System Operator understands and
acknowledges that the technology (including some or all of the
Components) for providing Star Choice Programming to multiple-dwelling
units is currently being developed and has not been tested in the MDU
environment by Star Choice. Star Choice makes no representation or
warranty as to how any commercially available Components will perform
with the system in any particular MDU Property or how the system
itself will perform in certain MDU environments. System Operator shall
be responsible for procuring and testing any and all Components in the
end-use environment prior to the design, development and installation
of the Signal Distribution System and for maintenance of any such
Components that fail to perform adequately in the end-use environment
in order that the Signal Distribution System will, at all times during
the Term of this Agreement, meet or exceed the Technical
Specifications.
Star Choice understands and acknowledges that the System Operator is
itself providing certain new transport technology to MDU's, and System
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Operator makes no representation or warranty as to how the transport
technology will perform in certain MDU environments.
2.4 COMMISSION AND PAYMENT STRUCTURE. The following sets forth all payments and
commissions to be made to System Operator as full consideration for its
fulfilling its obligations hereunder.
(a) PAYMENT OF COMMISSIONS. Star Choice will pay System Operator a
commission ("Commission") equal to 30% of all Net Receipts received by
Star Choice from each active SO Subscriber for each SO Property, per
month for Commissionable Programming Packages (excluding Pay per View,
to be negotiated at a later date), solely with respect to those Net
Receipts received by Star Choice while this Agreement is in effect.
Commissions will be paid within forty-five (45) days after the
accounting month in which Star Choice receives the Net Receipts.
(b) COMMISSION EXCLUSION. Notwithstanding anything to the contrary in this
Agreement, Star Choice shall not be obligated to pay, and System
Operator shall not earn, or be entitled to receive, any Commissions or
payment of any other type from Star Choice which are:
(i) for orders, sales, renewals or continuations of Commissionable
Programming Packages taken, made or received after the last day
of the Term;
(ii) based on revenues, and any applicable taxes or fees of any type,
received in connection with any programming other than the
Commissionable Programming Packages set forth on Exhibit B
hereto;
(iii) for any Star Choice order from a commercial establishment as
such may be defined by Star Choice, acting reasonably regardless
of whether such order is accepted by Star Choice;
(iv) for any Star Choice order that is not accepted for any reason by
Star Choice, provided that Star Choice informs System Operator
of the reason for such nonacceptance; and
(v) for any Star Choice order from a SO Subscriber who does not
purchase a Commissionable Programming Package. System Operator
acknowledges and agrees that Star Choice shall have the right to
offset any money due to Star Choice from System Operator for any
reason (including, without limitation, to reimburse Star Choice
for any Commissions previously paid to System Operator by Star
Choice on account of subscription fees paid by a subscriber in
an SO Property that Star Choice subsequently refunded or
credited to such subscriber) against any Commission or other
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money otherwise due to System Operator from Star Choice, upon
reasonable written notice of any such offset.
2.5 STAR CHOICE PROGRAMMING.
(a) As between System Operator and Star Choice, Star Choice shall have the
sole right to edit, select, schedule, package and price all Star
Choice Programming and all other Star Choice services, but in so doing
Star Choice shall be attentive to the advice of the System Operator
who better understands the needs and demographics and pricing
sensitivities of the relevant MDU Properties. System Operator agrees
that all Star Choice programming (including any commercial insertion)
shall be exhibited in its entirety, in original form, as provided by
Star Choice, without any modifications, additions or deletions. In no
event shall System Operator combine, package or repackage any other
programming or services with the Star Choice Programming unless Star
Choice's prior written consent is obtained. In addition to the Star
Choice Programming packages Star Choice currently offers, Star Choice
may create packages of programming specially targeted for MDU
subscribers. System Operator shall promote Star Choice Programming
equally favorably and jointly in any and all communications with MDU
residents as System Operator promotes any other programming services
System Operator distributes to such residents.
(b) System Operator shall not, and shall ensure that an SO Subscriber or
resident or agent of an SO Property does not,
(i) resell, retransmit or rebroadcast or otherwise redistribute in
any manner of form whatsoever any Star Choice Programming, or
(ii) make any modification, addition, or deletion to any of the Star
Choice Programming (including any commercial insertions) or
alter or change in any way whatsoever the packages or tiers of
programming services delivered to the System Operator by Star
Choice and that comprise the Star Choice Programming from time
to time.
2.6 EXCLUSIVITY. System Operator hereby agrees that for the period commencing
upon the Execution Date and ending ________ and subject to law or
regulation or administrative fiat or judicial or administrative decision
(whether or not final) which either
(i) impedes or is materially reductive of the Star Choice
Programming offer, or
(ii) requires or determines to be desirable equal or equivalent
access for other direct to home broadcast services within the
MDU Properties,
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neither System Operator nor any affiliate of System Operator,
shall directly or indirectly within the Territory offer, sell
or solicit sales of, take orders for, or provide or install
equipment for, any direct-to-home satellite broadcast services
other than Star Choice services for delivery and receipt at MDU
Properties. (For greater certainty, an affiliate of the System
Operator may provide a traditional cable offering to the MDU
Properties, either directly or as a MATV agent to the MDU
Property building owners, which offering is not restricted
hereby.)
2.7 CUSTOMER SERVICE. System Operator shall undertake certain customer service
functions as described herein and in the Star Choice Policy Manual or a
mutually agreed by the parties from time to time to all SO Subscribers and
Independent SO Subscribers with respect to the installation and maintenance
of the Signal Distribution System and acceptance and transmission of orders
for Star Choice Programming. System Operator agrees to provide the same
level of installation and maintenance support for the Independent SO
Subscribers as it does for the SO Subscribers.
2.8 POLICIES AND PROCEDURES. Attached hereto in Exhibit D is a copy of Star
Choice's System Operator Policies and Procedures Manual, which may be
amended, from time to time upon thirty (30) days prior written notice from
Star Choice (such Manual, as amended from time to time, the "Star Choice
Policy Manual"). As Star Choice's commissioned sales representative, System
Operator hereby agrees that it will follow and abide by the policies and
procedures related to soliciting and transmitting subscription orders for
and the promotion of Star Choice Programming as specified in the Star
Choice Policy Manual. The Star Choice Policy Manual includes, among other
things, customer authorization procedures, Star Choice receivables payment,
and various requirements related to taking subscription orders.
2.9 DELIVERY OF INFORMATION. During the Term and provided that the delivery of
such information is not otherwise precluded by law or private contract, as
Star Choice becomes aware of MDU Properties interested in receiving the
Star Choice Programming where such MDU Properties are not at the time being
serviced by System Operator or other system operators, Star Choice may,
Privately and Confidentially, provide such information ("leads") to System
Operator. System Operator may thereafter approach such MDU Properties to
attempt to negotiate Rights of Entry which shall include the joint delivery
and servicing of the Star Choice Programming in such MDU Properties.
2.10 AUDIT RIGHTS. The System Operator shall have the right to examine the books
and accounts of Star Choice relating to the provision of Star Choice
Programming to the MDU Properties to determine the accuracy of the
Commissions paid, and to the extent that inaccuracies are uncovered, an
adjusting payment shall forthwith be made. The System Operator may exercise
this right at most once a year during regular business hours and upon at
least three (3) days prior written notice. Such examination shall be
undertaken by a qualified person and the cost of the examination will be
for the account of the System Operator. In the event that the
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examination reveals that the Commissions paid show a negative variance to
the detriment of the System Operator in excess of 5% from the Commissions
payable, the cost of the examination will be for the account of Star
Choice, the System Operator shall have the right to re-examine such books
and accounts within 6 months from the date of completion of said
examination, and as liquidated damages and in lieu of any other remedies
available to the System Operator, Star Choice shall pay to the System
Operator an amount equal to 10% of the negative variance.
ARTICLE III
TERMS AND TERMINATION
3.1 TERM AND TERMINATION. The term of this Agreement ("Term") shall commence on
the Execution Date and continue until the earlier of
(i) the tenth anniversary of the Execution Date; provided, however,
that unless either party advise the other in writing at least
sixty (60) days prior to the end of the initial or any renewal
term to the contrary, the Agreement shall be extended for
further five (5) year periods on the same terms and conditions,
MUTATIS MUTANDI., and
(ii) termination by either party pursuant to the terms of this
Agreement. Either party may terminate this Agreement, effective
immediately.
(x) upon sixty (60) days written notice to the other party
following a material breach of this Agreement by the other
party, where the nature of the breach is described in
sufficient detail in the notice to enable the breaching
party to take action to cure such breach and provided that
such breach is not cured within such sixty (60) day period;
PROVIDED HOWEVER, for greater certainty, Star Choice shall
not cease providing programming or customer service to SO
Subscribers during such notice period;
(y) upon the filing of a petition in bankruptcy or for
reorganization by or against the other party for the
benefit of its creditors, or the appointment of a receiver,
trustee, liquidation or custodian for all or a substantial
part of the other party's property, if such order of
appointment is not vacated within sixty (60) days; or
(z) upon the assignment by the other party of this Agreement
contrary to the terms hereof.
Star Choice may terminate this agreement effective immediately
if:
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a) the terms of Star Choice's licence prohibit or
otherwise materially affect Star Choice's ability to
provide the Star Choice Programming to the System
Operator as provided for hereunder; or
b) a determination is made by any court or regulatory
agency, including the CRTC, that the System Operator
does not have the legal authority to perform its
obligations hereunder.
3.2 OBLIGATIONS OF THE PARTIES UPON TERMINATION OR EXPIRATION.
(a) SYSTEM OPERATOR'S OBLIGATIONS WITH RESPECT TO INSTALLATIONS AND
ACTIVATIONS. System Operator shall cooperate with Star Choice to
enable Star Choice or a substitute system operator to promptly perform
and complete all Receiver installations and activations ordered by SO
Subscribers and Independent SO Subscribers prior to the termination of
this Agreement according to the regular installation and activation
schedule System Operator used during the Term of this Agreement.
System Operator shall direct all customer inquiries it receives after
the termination of this Agreement to Star Choice (or such other party
as specified by Star Choice).
(b) STAR CHOICE'S AND SYSTEM OPERATOR'S OBLIGATIONS WITH RESPECT TO SO
PROPERTIES.
Following the termination of this Agreement,
(i) Star Choice may continue to deliver Star Choice Programming and
related services to all SO Properties in accordance with Star
Choice's then-existing customer service procedures; and
(ii) Star Choice shall notify the owner, manager or homeowners'
association of the MDU, as appropriate, of termination of System
Operator as Star Choice's agent and recommend a substitute
system operator to provide service to SO Property with respect
to delivery of Star Choice Programming and services. Subsequent
to any termination or expiration of this Agreement, for a
reasonable transition period, not to exceed sixty (60) days,
System Operator shall not impair the ability of any subscribers
and residents of SO Properties to continue to receive Star
Choice Programming nor shall System Operator impede in any
manner whatsoever Star Choice's continued access (via the Signal
Distribution System) to deliver Star Choice Programming to the
subscribers and residents in all units of the SO Property. Star
Choice shall continue to pay Commissions during any such
transition period.
ARTICLE IV
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MISCELLANEOUS
4.1 APPLICABLE LAW, ENTIRE AGREEMENT: MODIFICATION. This Agreement shall be
construed in accordance with and be governed by the laws of the Province of
Alberta and the federal laws of Canada applicable therein. This Agreement,
together will all Exhibits hereto constitutes the entire agreement between
the parties, and supersedes all previous understandings, commitments or
representations concerning the subject matter. Each party acknowledges that
the other party has not made any representations other than those that are
contained herein. This Agreement may not be amended or modified, and none
of its provisions may be waived, except by a writing signed by an
authorized officer of the party against whom the amendment, modification or
waiver is sought to be enforced.
4.2 INTERPRETATION. The provisions of this Agreement shall be interpreted in a
reasonable manner to effect the intent of the parties.
4.3 COUNTERPARTS. This Agreement may be executed by the parties in
counterparts, each of which shall be deemed an original and all such
counterparts together shall constitute but one and the same instrument.
4.4 TIME. Time shall be of the essence.
4.5 SUCCESSOR AND ASSIGNS. This agreement shall enure to the benefit of and be
binding upon the successors and permitted assigns of the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.
STAR CHOICE COMMUNICATIONS INC. MDU COMMUNICATIONS INC.
-----------------------------------
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxxx Xxxxxx
--------------------------- ---------------------------
Name: Xxxxx Xxxxx Name: Xxxxxxx Xxxxxx
Title: President, Business Network Services Title: President
By: By: /s/ Xxxx Xxxxxx
----------------------------- --------------------------------
Name: Name: Xxxx Xxxxxx
Title: Title: Secretary - CFO
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EXHIBIT A
MDU SYSTEM OPERATOR AGREEMENT
TERMS AND CONDITIONS
These Terms and Conditions refer to, and form additional terms of, the Star
Choice MDU System Operator Agreement. The Agreement, all exhibits thereto,
including these Terms and Conditions, are hereinafter referred to as (the
"Agreement"). All capitalized terms used herein and not defined herein shall
have the meanings described such terms in the Agreement.
1. LOGO AND TRADEMARK USAGE. System Operator shall not use any Star Choice
trademark, service name or logo without receiving Star Choice's prior
written consent, which may be granted or withheld in System Operator's sole
discretion.
2. SYSTEM OPERATOR REPRESENTATIONS AND WARRANTIES. System Operator hereby
represents, warrants and covenants that it:
(a) shall, throughout the Term, comply with and abide by
(i) any and all applicable federal, provincial and local laws,
rules, regulations and ordinances, including, without
limitation, those set forth in Section 6 hereof; and
(ii) upon notice thereof, any and all agreements and/or requirements
as may be requested by providers of programming services to Star
Choice, each as applicable to System Operator and its employees
and agents in connection with the performance of its obligations
pursuant to the Agreement;
(b) shall, at its sole expense, provide and maintain all facilities,
vehicles, tools and equipment ("System Operator Equipment") as may be
necessary and
15
proper for performing its obligations pursuant to the Agreement, and
keep all System Operator equipment in good working order and repair at
all times;
(c) shall, at its sole expense, obtain all permits and licenses which may
be required under any applicable federal, provincial or local law,
rule, regulation or ordinance to perform its obligations pursuant to
the Agreement, including, without limitation, installing and
maintaining the Signal Distribution System in an SO Property;
(d) shall pay and discharge all license fees and business, use, sales,
gross receipts, income, property or other taxes or which may be
charged or levied upon the System Operator by reason of the
performance of its obligations pursuant to the Agreement;
(e) shall, at all times throughout the Term, present a professional
business appearance and attitude;
(f) shall not engage in activity or business transaction which could be
considered unethical or damaging to the image, goodwill or business of
Star Choice;
(g) shall maintain throughout the Term, at System Operator's sole expense,
any and all insurance and/or bonds that may be required under the
laws, ordinances and regulations of any governmental authority with
respect to System Operator's performance of its obligations hereunder,
including installation of the Signal Distribution System and
Components in MDU Properties and sale or solicitation of orders for
Star Choice Programming. Such insurance coverage shall include, but
not be limited to commercial general liability insurance, including
contractual liability and personal injury liability with limits of not
less than $1,000,000 combined single limit per occurrence to provide
protection against claims and or liabilities including, but not
limited to, claims for bodily injury or property damage, which may
arise or result from performance of System Operator's obligations
under the Agreement, whether the services performed by System Operator
or System Operator's subcontractors or by an agent and/or by anyone
directly or indirectly employed by System Operator or System
Operator's subcontractors or agents. Simultaneous with the execution
of the Agreement, System Operator shall deposit with Star Choice
evidence of the required insurance protection in the form of
certificates of insurance for the insurance coverage described above.
The amounts shall not be less than the amounts specified above, or
such amounts as specified in advance in writing by Star Choice's
insurance office. These certificates must include Star Choice as an
additional insured;
(h) Has the requisite legal authority to perform its obligations
hereunder.
3. STAR CHOICE REPRESENTATIONS AND WARRANTIES. Star Choice hereby represents,
warrants and covenants that it shall;
16
(a) comply with any and all applicable federal, provincial and local law
rules, regulations and ordinances applicable to Star Choice, its
employees and agents relating to Star Choice's obligations pursuant to
the Agreement;
(b) at its sole expense, obtain all permits and licenses, which may be
required under any applicable federal, provincial or local law, rule,
regulation or ordinance to perform its obligations pursuant to the
Agreement; and
(c) shall maintain throughout the Term, at Star Choice's sole expense, any
and all insurance and/or bonds that may be required under the laws,
ordinances and regulations of any governmental authority or which a
prudent company engaged in Star Choice's business would maintain with
respect to Star Choice performance of its obligations hereunder.
4. PROPRIETARY INFORMATION; CONFIDENTIALITY.
(a) Except as otherwise provided for in the Agreement, without the express
written consent of a party (the "Providing Party"), which may be
granted or withheld in the Providing Party's Sole Discretion, the
other party (the "Receiving Party") shall not use, other than as
necessary to comply with the terms of the Agreement, and shall not
provide or sell to any third party, any Confidential Information,
other than as set forth in Section 4(b) below. "Confidential
Information" shall mean any information, in whatever form (paper,
computer files, oral statements, etc.) of the Providing Party's
intellectual property, customer information, or any other
information obtained by the Receiving Party in connection with the
Agreement or the actions contemplated thereby, whether provided by the
Providing Party, or derived independently or otherwise, including,
without limitation;
(i) all customer lists and other information related to customer's
ordering any Star Choice services;
(ii) all market information and studies and marketing information;
(iii) all information pertaining to purchasers, renters or lessees of
Signal Distribution Systems from System Operator; and
(iv) all of the written data summaries, reports, other proprietary
information, trade secrets and information of all kinds,
acquired, devised or developed in any manner from the other
party's personnel of files or pursuant to the Agreement.
Immediately upon the Providing Party's written request (which the
Providing Party may make, as a specific or general request, in its
sole discretion at any time up to one year after the last date of the
Term), the Receiving Party shall provide to the Providing Party (or
destroy if the
17
Providing Party so requests) all requested Confidential Information.
Notwithstanding the foregoing, Star Choice shall be entitled to use
for any purpose and shall not be required to provide to System
Operator, or destroy, any records or information pertaining to SO
Properties, SO Subscribers or potential SO Subscribers.
(b) In addition, the parties agree that, except as otherwise provided for
in the Agreement, they and their employees have and will maintain in
confidence the provisions of the Agreement, as well as all of the
Confidential Information of the other Party except:
(i) at the written direction of the other party;
(ii) to the extent necessary to comply with the law of valid order of
a court of competent jurisdiction, in which event the disclosing
party shall so notify the other party as promptly as possible
(and if possible, prior to making any disclosure) and shall seek
confidential treatment of such information, or in connection
with any arbitration proceeding;
(iii) as part of its normal reporting or review procedure to its
parent company, its auditors and its attorney, and such parent
company, auditors and attorneys agree to be bound by the
provisions of this section 4;
(iv) in order to enforce any of its right pursuant to the Agreement;
(v) to current or potential investors, insurers or financing
entities, provided, however, that such person described above
agrees to be bound by the provisions of this Section 4;
(vi) if, prior to the time of disclosure the Confidential Information
becomes part of the public domain by written publication through
no fault of the party revealing such Confidential Information.
5. PRESS RELEASE. During the term of the Agreement, neither party shall issue
an independent press release or public notice with respect to the Agreement
or the transactions contemplated hereby without the prior written consent
of the other party.
6. COMPLIANCE WITH LAW. Each party shall comply with all applicable
governmental statutes, laws, rules, regulations, ordinances, codes,
directives, and orders and is solely responsible for the compliance with
all such laws arising out of or relating to its obligations under the
Agreement.
7. POWER AND AUTHORITY; NO BREACH. Each of the parties represents and warrants
that it has full power and authority to enter into the Agreement and
perform its obligations hereunder and that is execution of the Agreement
and performance of its obligations hereunder does not and will not violate
any law or result in a breach of or default under the terms of any
contract/or agreement by which the party is bound.
18
8. INDEMNIFICATION. System Operator shall indemnify Star Choice, and its
employees, officers and directors from and against any and all losses,
damages, claims, demand, suits, liabilities or expenses (collectively
"Claims") arising out of System Operator's construction, installation
and/or maintenance of the Signal Distribution System or any other equipment
utilized in connection with the provision of Star Choice services to SO
Properties, including without limitation, any Claims that arise out of or
result from any infringement, suit, claim or allegation of infringement of
any patent, trademark, copyright, trade secret or other proprietary
interest based on the Signal Distribution System, or any Claims with
respect to the Signal Distribution System or any Component thereof being
defective or not suitable for the purpose intended or used.
9. NO UNAUTHORIZED WARRANTIES OR REPRESENTATIONS. System Operator shall not
make any warranty or representation inconsistent with or in addition to any
warranty or representation stated in writing by Star Choice or a
manufacturer of Signal Distribution Systems or Components. If System
Operator makes any such inconsistent or additional warranty or
representation, System Operator shall at is own expense, indemnify, defend
and hold Star Choice harmless from any claim relating thereto.
10. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
IN THE AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE OTHER PARTY OR ANY THIRD PARTY,
WHETHER FORSEEABLE OR NOT AND REGARDLESS OF THE FORM, LEGAL THEORY OR BASIS
OF RECOVERY OF ANY SUCH CLAIM.
11. ASSIGNMENT. System Operator shall not transfer any of its rights or
obligations under the Agreement without the prior written consent of Star
Choice, which consent shall not be unreasonably withheld; provided,
however, that the assignment, for specific MDU properties, of the rights
and obligations of System Operator to its wholly owned subsidiaries from
time to time upon prior notice and without relieving System Operator of its
obligations hereunder shall be allowed, mutatis mutandis. Star Choice may
assign the Agreement to a successor of all or substantially all of its
assets, and to any sales management agent appointed by Star Choice in its
sole discretion and who is responsible for managing a defined territory of
dealers of Star Choice Programming, upon written notice to System Operator.
12. TAXES. Any taxes (including, without limitation, any property, employee,
service, franchise, customs, import/export duties, excise and any other
related taxes) asserted again System Operator or Star Choice by any local,
provincial, national or international entity as a result of or arising
under the performance of its obligations under the Agreement shall be the
responsibility of the party against
19
which such taxes are asserted. Each party shall be responsible for any
taxes related to its income hereunder.
13. ARBITRATION. Any dispute or disagreement arising between Star Choice and
System Operator shall be resolved according to binding arbitration
conducted in Toronto, Ontario in accordance with the Arbitrations Act
(Ontario) as then in effect, provided, however, that the parties may seek
injunctive relief in any court of competent jurisdiction and may enforce
the provisions of any arbitration award in any court of competent
jurisdiction. Arbitration shall be by a single arbitrator chosen by the
parties, provided that, if the parties fail to agree and to appoint a
single arbitrator within thirty (30) calendar days from the date a party
has made a demand for arbitration, then the arbitrator shall be chosen in
accordance with the rules of the Arbitrations Act (Ontario). The decision
of the arbitrator shall be final and binding on the parties and any award
of the arbitrator may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, the arbitrator shall not be authorized to
award punitive damages with respect to any such controversy, claim or
dispute, nor shall any party seek punitive damages relating to any matter
arising out of, or relating to, the Agreement in any other forum. The cost
of any arbitration hereunder, including the cost of the record or
transcripts thereof, if any, administrative fees, attorneys' fees and all
other fees involved, shall be paid by the party determined by the
arbitrator to not be the prevailing party, or otherwise allocated in an
equitable manner as determined by the arbitrator. All rights and remedies
of either party are cumulative of each other and of every other right or
remedy such party may otherwise have at law or in equity, and the exercise
of one or more rights or remedies shall not prejudice or impair the
concurrent or subsequent exercise of other rights or remedies.
14. INDEPENDENT CONTRACTOR, NO AGENTS; RELATIONSHIP; NO THIRD PARTY
BENEFICIARIES.
The parties agree that System Operator is an independent contractor in
performing the construction and installation of Signal Distribution
Systems, the marketing of Star Choice Programming and other services
described in the Agreement. No party (nor any of its officers, directors,
agents or employees) shall act or hold itself out as an agent of the other
party hereto. The parties do not intend the Agreement or the relationship
hereunder to constitute a joint venture, partnership or franchise of any
type. The provisions of the Agreement are for the benefit only of the
parties hereto, and no third party may seek to enforce, or benefit from,
these provisions.
15. AUDIT RIGHTS. Star Choice and/or its representatives shall have the right,
exercisable no more than once per year (and once following termination of
the Term), at its sole cost and expense (unless a discrepancy of five
percent [5%] or more is revealed, in which case System Operator shall bear
all such costs and expenses), to audit System Operator's books and other
records relating to its obligations under the Agreement. In addition, Star
Choice shall have reasonable access to System Operator's personnel, the SO
Properties and System Operator's
20
facilities, but only upon reasonable notice and during regular business
hours at System Operator's place of business and without unreasonable
disruption to System Operator's business.
16. FORCE MAJEURE. Notwithstanding any other provision in the Agreement,
neither System Operator nor Star Choice shall have any liability to the
other or any other person or entity with respect to any failure of System
Operator or Star Choice to perform its obligation under the terms of the
Agreement if such failure is due to a Force Majeure. "Force Majeure" shall
mean any labour dispute; fire; flood; earthquake; riot; legal enactment;
government regulation; Act of God; any problem associated with the
construction, use and/or operation of Star Choice's satellite(s) or related
systems; or any cause beyond the reasonable control of both parties.
17. NOTICES. All notices and other communications from either party to the
hereunder shall be in writing and shall be deemed received upon actual
receipt when personally delivered, upon acknowledgement of receipt if sent
by facsimile, or upon the expiration of the 5th business day after being
deposited in the Canadian mails, postage prepaid, certified or registered
mail, addressed to the other party at a location specified in writing by
such party. Until notice in accordance is given to the contrary, the
addresses, phone numbers and facsimile number for purposes of giving notice
are as follows:
If to Star Choice:
000-0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Senior Legal Counsel
Fax: 000-000-0000
18. SEVERABILITY. Nothing contained in this Agreement shall be construed to
require commission of any act contrary to law and whenever there is any
conflict between any provision of the Agreement and any law, such law shall
prevail; provided, however, that in such event, the affected provisions of
the Agreement shall be modified to the minimum extent necessary to permit
such compliance with such law and all other provisions shall continue in
full force and effect.
END
21
DRAFT
EXHIBIT B
COMMISSIONABLE PROGRAMMING PACKAGES
(Effective Sept. 28/98 until replaced by Star Choice)
1.0 ENGLISH PROGRAMMING PACKAGES
TOTAL CHOICE BRONZE PACKAGE (containing those video, audio and data programming
services selected by Star Choice)
$14.99 per month per subscriber
TOTAL CHOICE SILVER PACKAGE (containing those video, audio and data programming
services selected by Star Choice) - includes Total Choice Bronze PLUS any two
Your Choice Bundles PLUS (30) DMX Music Channels
$24.99 per month per subscriber
TOTAL CHOICE GOLD PACKAGE (containing those video, audio and data programming
services selected by Star Choice) - includes Total Choice Bronze PLUS all four
Your Choice Bundles PLUS (30) DMX Music Channels
$34.99 per month per subscriber
TOTAL CHOICE PLATINUM PACKAGE (containing those video, audio and data
programming services selected by Star Choice) - includes Total Choice Bronze
PLUS all four Your Choice Bundles PLUS (30) DMX Music Channels PLUS TMN 1,2,3,4
(East) or SuperChannel (West) PLUS WGN / KTLA / WPIX
$44.99 per month per subscriber
Your Choice Bundles
YOUR CHOICE FAMILY BUNDLE PACKAGE (containing those video, audio and data
programming services selected by Star Choice)
$5.99 per month per subscriber
YOUR CHOICE SPORTS BUNDLE PACKAGE (containing those video, audio and data
programming services selected by Star Choice)
$5.99 per month per subscriber
September 10, 1998
DRAFT
YOUR CHOICE CLASSIC BUNDLE PACKAGE (containing those video, audio and data
programming services selected by Star Choice)
$5.99 per month per subscriber
YOUR CHOICE TUNES, LAUGHS, & KLINGONS BUNDLE PACKAGE (containing those video,
audio and data programming services selected by Star Choice)
$5.99 per month per subscriber
YOUR CHOICE DMX MUSIC BUNDLE PACKAGE (containing those video, audio and data
programming services selected by Star Choice)
$4.99 per month per subscriber
2.0 FRENCH PROGRAMMING PACKAGES
TOTAL CHOICE BRONZE PACKAGE (containing those video, audio and data programming
services selected by Star Choice)
$8.99 per month per subscriber
TOTAL CHOICE ARGENT PACKAGE (containing those video, audio and data programming
services selected by Star Choice) - includes Total Choice Bronze PLUS any two
Your Choice Bundles PLUS (30) DMX Music Channels
$19.99 per month per subscriber
TOTAL CHOICE OR PACKAGE (containing those video, audio and data programming
services selected by Star Choice) - includes Total Choice Bronze PLUS all three
Your Choice Bundles PLUS (30) DMX Music Channels
$24.99 per month per subscriber
TOTAL CHOICE PLATINE PACKAGE (containing those video, audio and data programming
services selected by Star Choice) - includes Total Choice Bronze PLUS all three
Your Choice Bundles PLUS (30) DMX Music Channels PLUS Super Ecran 1&2
$34.99 per month per subscriber
Your Choice Bundles
YOUR CHOICE RESEAUX BUNDLE PACKAGE (containing those video, audio and data
programming services selected by Star Choice)
$5.99 per month per subscriber
September 10, 1998
DRAFT
YOUR CHOICE FAMILLE BUNDLE PACKAGE (containing those video, audio and data
programming services selected by Star Choice)
$5.99 per month per subscriber
YOUR CHOICE ACTIF BUNDLE PACKAGE (containing those video, audio and data
programming services selected by Star Choice)
$5.99 per month per subscriber
YOUR CHOICE DMX MUSIC BUNDLE PACKAGE (containing those video, audio and data
programming services selected by Star Choice)
$4.99 per month per subscriber
3.0 A LA CARTE SUBSCRIPTION SERVICES
Orders must not be taken as stand alone services -- orders for a la carte
services must be taken in conjunction with specified programming packages (to be
defined).
TMN 1,2,3,4(East) $14.95 SuperChannel $14.95
Super Ecran 1&2 (East) $14.95 Movie Pix (East) $9.95
w/Platinum $4.95
Movie Max (West) $9.95 TMN/Movie Pix (East) $19.95
w/Platinum $4.95
SuperChannel/Movie Max (West) $19.95 The Family Channel $9.99
WTBS $1.99 TNN $2.99
Telelatino $14.99 DMX Music (30) $4.99
Xxxxxxxxx $19.95 Playboy $15.95
KTLA $0.99 WGN $0.99
WPIX $0.99 Galaxie (coming soon) $4.99
September 10, 1998
EXHIBIT C STAR CHOICE MDU TECHNICAL SPECIFICATION AND
TECHNICAL REGISTRATION FORM
NOTICE
Use of the technologies described in this specification may infringe
patents, copyrights or other intellectual property rights. Nothing in this
specification should be construed as granting permission to use any of the
technologies described. Anyone planning to make use of technology covered
by the intellectual property rights of others should first obtain
permission from the holder(s) of the rights. Star Choice Communications
Inc. strongly encourages anyone implementing any part of this specification
to determine first whether the part(s) sought to be implemented are covered
by the intellectual property of others, and, if so, to obtain appropriate
licenses or other permission from the holder(s) of such intellectual
property prior to implementation. No representation or warranty is made
that compliance with these specifications and minimum requirements and/or
use of the designs and information provided by Star Choice will result in
an operative system in any particular MDU environment. Additional design,
installation and maintenance assistance may be required. This specification
is subject to change without notice. Star Choice Communications Inc. does
not accept any responsibility whatsoever for damages or liability, direct
or consequential, which may result from use of this specification or any
information provided by Star Choice.
SO Technical Specification 9/4/98 1
EXHIBIT C STAR CHOICE MDU TECHNICAL SPECIFICATION AND
TECHNICAL REGISTRATION FORM
TABLE OF CONTENTS
1. Scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. General Requirements . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.1 Availability . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 Completeness . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 Regulations, Ordinances and Codes. . . . . . . . . . . . . . . . . 4
2.4 Minimum Installation . . . . . . . . . . . . . . . . . . . . . . . 4
2.5 Outdoor Unit (ODU) . . . . . . . . . . . . . . . . . . . . . . . . 4
2.5.1. Grounding Block . . . . . . . . . . . . . . . . . . . . . 4
2.5.2 Ground Fault Detector (GFD) . . . . . . . . . . . . . . . 4
2.5.3 Heating Elements. . . . . . . . . . . . . . . . . . . . . 4
2.5.4 Mounting. . . . . . . . . . . . . . . . . . . . . . . . . 5
2.6 Signal Distribution System Critical Parameters . . . . . . . . . . 5
2.7 Analog Service Channels. . . . . . . . . . . . . . . . . . . . . . 5
2.8 Test Point Requirements. . . . . . . . . . . . . . . . . . . . . . 6
3. Environmental Performance Requirements. . . . . . . . . . . . . . . . . 6
4. Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.1 Restoration of Service Outage. . . . . . . . . . . . . . . . . . . 7
4.2 Redundancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.3 Documentation and Record Keeping . . . . . . . . . . . . . . . . . 7
5. Test Equipment Recommendations. . . . . . . . . . . . . . . . . . . . . 7
6. The Dual 500 Signal Distribution System . . . . . . . . . . . . . . . . 8
6.1 MDU Dual 500 Model Example . . . . . . . . . . . . . . . . . . . . 9
6.2 Design Requirements. . . . . . . . . . . . . . . . . . . . . . . . 9
7. Single 1000 Signal Distribution System. . . . . . . . . . . . . . . . .10
7.1 MDU Signal 1000 Model Example. . . . . . . . . . . . . . . . . . .10
7.2 Design Requirements. . . . . . . . . . . . . . . . . . . . . . . .11
STAR CHOICE MDU Technical Registration Form. . . . . . . . . . . . . . . . .12
MDU Measured Parameters . . . . . . . . . . . . . . . . . . . . . . . . . .13
SO Technical Specification 9/4/98 2
EXHIBIT C STAR CHOICE MDU TECHNICAL SPECIFICATION AND
TECHNICAL REGISTRATION FORM
-----------------------------------------------------------
1. SCOPE
This document provides requirements to System Operators to use in design,
construction, and maintenance of MDU Signal Distribution System.
2. GENERAL REQUIREMENTS
The System Operator (SO) shall install and maintain MDU systems that at a
minimum meet the technical requirements as defined in this section. The SO shall
establish and implement design, installation, and maintenance procedures,
including record keeping, that adhere to the requirements specified in this
section. For an example, the SO shall develop and document each MDU System
design including schematics that precisely represent the MDU installation. The
SO shall use a Star Choice approved MDU Signal Distribution System installer.
The MDU Signal Distribution System must contain devices to perform two basic
functions: (1) powering the LNB and (2) distribution and interface of the DTH
signal to each IRD in the MDU.
The SO shall employ one of the two Signal Distribution System models outlined in
Sections 5 or 6. These sections also contain typical examples of the models for
SO's consideration. The example for the SO selected Signal Distribution System
model may be used as a reference to assist in generating designs that meet the
requirements of specific MDU's.
2.1 AVAILABILITY
The SO shall maintain the Signal Distribution System in such a manner that the
service availability to the subscribers, excluding rain and broadcast outages,
is no less than 99.90%.
2.2 COMPLETENESS
This system shall provide the entire DTH signal (presently 32 RF channels,
subject to change) to every IRD connected to the Signal Distribution System.
SO Technical Specification 9/4/98
3
EXHIBIT C STAR CHOICE MDU TECHNICAL SPECIFICATION AND
TECHNICAL REGISTRATION FORM
2.3 REGULATIONS, ORDINANCES AND CODES
The Signal Distribution System shall be installed and maintained in accordance
with all applicable local, provincial and federal regulations, ordinances, codes
and other requirements, including, but not limited to, building codes and other
safety codes.
2.4 MINIMUM INSTALLATION
The SO shall adhere to the minimum installation requirements: installation of an
antenna and 100% of all backbone wiring. This minimum installation must be
sufficient to support rapid connection of service to any unit (up to 100%
penetration) in the MDU within 48 hours of such service request by
subscriber(s). The SO shall maintain ready to access inventory of all required
signal distribution components to ensure the 48 hour service requirement.
2.5 OUTDOOR UNIT (ODU)
Each MDU installation shall include an ODU. The ODU for MDU installations
includes an antenna reflector, a feed horn, a Dual LNB, mounts and cable
connections. The antenna diameter (dish size) shall be 120 cm minimum.
2.5.1. Grounding Block
A grounding block shall be installed with the antenna in accordance with the
Canadian Electrical Code (CEC) regulations, which specify that cable grounding
be implemented when IF signals from an outside satellite antenna are routed to
an indoor location. This grounding block installation shall be performed in
compliance with the CEC codes.
2.5.2 Ground Fault Detector (GFD)
to be defined
2.5.3 Heating Elements
Use of a heated dish and/or LNB may be required to achieve the required signal
quality (see Table 2.6) in cold weather environments.
SO Technical Specification 9/4/98 4
EXHIBIT C STAR CHOICE MDU TECHNICAL SPECIFICATION AND
TECHNICAL REGISTRATION FORM
2.5.4 MOUNTING
The ODU shall operate in any wind speed up to 80 km per hour and shall not
incur permanent damage for wind speeds up to 160 km per hour.
2.6 SIGNAL DISTRIBUTION SYSTEM CRITICAL PARAMETERS
The SO shall design, install and maintain the Signal Distribution System in
compliance with the Critical Parameters as indicated below in Table 2.6 at each
subscriber drop.
--------------------------------------------------------------------------------
CRITICAL PARAMETER SPECIFICATION
------------------ -------------
--------------------------------------------------------------------------------
Variation across a single 27 MHz RF Channel < 1.0 (+ 0.5) dB
peak-to-peak) - -
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Variation across all RF Channels (500 MHz band, < 5.0 (+ 2.5) dB
peak-to-peak) - -
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
IRD Signal Meter reading, all VP RF Channels Eb/No > 5.2 dB
(Specified values are minimum). -
--------------------------------------------------------------------------------
IRD Signal Meter reading, all HP RF Channels Eb/No > 5.2 dB
(Specified values are minimum). -
--------------------------------------------------------------------------------
IRD input total power (across 500 MHz) -50 to -30 dBm
--------------------------------------------------------------------------------
Table 1.6 Critical Parameters
2.7 ANALOG SERVICE CHANNELS
For each instance where the SO provides Master Antenna or headend based analog
TV service, the SO shall provide a complete, high quality distribution
infrastructure for those modulated analog channels in the VHF/UHF broadcast
spectrum.
Each drop within an MDU shall meet the signal quality requirements as defined in
Table 2.7.
SO Technical Specification 9/4/98 5
EXHIBIT C STAR CHOICE MDU TECHNICAL SPECIFICATION AND
TECHNICAL REGISTRATION FORM
--------------------------------------------------------------------------------
PARAMETER MINIMUM BELOW CARRIER
--------- ---------------------
--------------------------------------------------------------------------------
Carrier to Noise Ratio 52 dB
--------------------------------------------------------------------------------
Carrier to Cross Modulation and/or Intermodulation 48 dBc
--------------------------------------------------------------------------------
Composite Triple Beat 52 dBc
--------------------------------------------------------------------------------
Second Order Beat 52 dBc
--------------------------------------------------------------------------------
Carrier to low frequency Disturbances (hum) 40 dBc
--------------------------------------------------------------------------------
Table 2.7 Consumer Drop Analog Service Quality Requirements
2.8 TEST POINT REQUIREMENTS
As a minimum, the SO shall provide one test point per floor by using unallocated
tap ports as test points, or by an equivalent method. These test points shall be
properly labeled and terminated and identified on the schematic with expected
measurement values.
3. ENVIRONMENTAL PERFORMANCE REQUIREMENTS
All devices that are located within the MDU building shall meet the same
environmental and product design requirements that are required of Indoor Units.
All Outdoor Units (ODU) shall meet the Outdoor Unit requirements. These
requirements are stipulated in Table 3 below.
--------------------------------------------------------------------------------
PARAMETERS OUTDOOR UNITS INDOOR UNITS
---------- ------------- ------------
--------------------------------------------------------------------------------
Operating Temperature -30 to +60DEG. C 0 to +50DEG. C
(-22 to 140DEG. F) (32 to 122DEG. F)
--------------------------------------------------------------------------------
Storage Temperature -50 to +60DEG. C -50 to +60DEG. C
(-58 to 140DEG. F) (-58 to 140DEG. F)
--------------------------------------------------------------------------------
Humidity 0 to 100%, condensing 0 to 99%, non-condensing
--------------------------------------------------------------------------------
Power (Voltage) 115 VAC, 60 Hz 115 VAC, 60 Hz
--------------------------------------------------------------------------------
Life 10 years minimum 10 years minimum
--------------------------------------------------------------------------------
Table 3. Environmental Requirements for the Components
4. MAINTENANCE
The SO shall maintain parameters as defined in this specification at all times
throughout the MDU system lifetime. The SO shall maintain sufficiently trained
staff to perform periodic monitoring of the performance of the Signal
Distribution System, timely resolution of service outages and initiation of new
subscribers as outlined herein.
SO Technical Specification 9/4/98 6
EXHIBIT C STAR CHOICE MDU TECHNICAL SPECIFICATION AND
TECHNICAL REGISTRATION FORM
4.1 RESTORATION OF SERVICE OUTAGE
Rapid restoration of service outages is required. Therefore, support personnel
and a sufficient inventory of components must be maintained to achieve service
restoration with a mean time of repair of 8 hours or less and not exceeding 16
hours in the worst case outages.
4.2 REDUNDANCY
For each instance where the SO provides a headend based analog TV service, the
SO shall provide for a minimum of 12% hot standby IRDs up to a maximum of 3
IRDs. For systems with less than eight (8) IRDs, one(l) standby IRD shall be
provided.
4.3 DOCUMENTATION AND RECORD KEEPING
The SO shall maintain a service log of all periodic maintenance and service
calls. The service log, as a minimum, must include a service date, performer
identification and a record of problems and corrective actions. In addition, a
detailed update of all design documentation must be maintained when a new
subscriber service initiation requires a modification to the Signal Distribution
System.
The documentation set is intended to ensure that the implementation reflects the
actual design. This set, as a minimum, includes schematics, component
specification, test point locations and estimated signal values, installation
planning and procedures. The SO shall revise all documents required to reflect
any changes to the Signal Distribution System to allow easy future maintenance
when required.
The SO shall provide Star Choice with copies of the up-to-date design
documentation set within two business days of Star Choice's request, if such
request is made.
5. TEST EQUIPMENT RECOMMENDATIONS
Proper test equipment is required to install, service and maintain an MDU cable
plant system. As a minimum, SO must allocate one IRD and one spectrum analyzer
to verify the system performance. The spectrum analyzer shall be capable of
monitoring the parameters listed in Table 2.6. The SO shall determine all
equipment required to meet requirements stipulated in this specification.
SO Technical Specification 9/4/98 7
EXHIBIT C STAR CHOICE MDU TECHNICAL SPECIFICATION AND
TECHNICAL REGISTRATION FORM
6. THE DUAL 500 SIGNAL DISTRIBUTION SYSTEM
The Dual 500 MHz distribution system (Figure 6) uses dual trunk lines that each
carry a 500 MHz bandwidth signal. The signal is positioned in the L-band,
between 950 MHz and 1450 MHz, so that it may be combined onto a cable with an
806 MHz (or up to 860 MHz) bandwidth CATV signal or with a VHF/UHF (off-air)
signal.
The Dual 500 solution distributes each of the 500 MHz Intermediate Frequency
(IF) signals on a separate cable trunk line. Optionally, CATV and/or off-air can
be added onto each of the two trunk lines or alternatively onto a third trunk
line. These two or three cable lines are distributed to localized clusters of
voltage controlled switches. The switches are typically grouped together into
multi-switches. The multi-switch provides for selection of one of the two
signals present on the dual hunk line and combines the CATV signals onto the
selected L-band signal. This selected signal is then routed to xxxx xxxx(s) in
the MDU units. One diplexer per IRD is used to separate the off-air antenna
and/or cable feed and a selected (VP or HP) LNB feed. In addition, all signal
distribution components used in this model must be rated for the Dual 500
frequency range.
[GRAPHIC]
Figure 6. DTH Frequency Assignment on Cable Distribution Systems
SO TECHNICAL SPECIFICATION 9/4/98 8
EXHIBIT C STAR CHOICE MDU TECHNICAL SPECIFICATION AND
TECHNICAL REGISTRATION FORM
6.1 MDU DUAL 500 MODEL EXAMPLE
An example of a Dual 500 model system is depicted in Figure 6.1. This dual
cable Signal Distribution System uses two cables requiring all components be
rated to operate up to 1450 MHz.
[GRAPHIC]
Figure 6.1 Dual 500 Reference Model
6.2 DESIGN REQUIREMENTS
The Design for the Dual 500 Signal Distribution System model shall include the
following as a minimum:
- Schematic of MDU Signal Distribution System
SO Technical Specification 9/4/98 9
EXHIBIT C STAR CHOICE MDU TECHNICAL SPECIFICATION AND
TECHNICAL REGISTRATION FORM
- The design analysis and architecture schematic shall represent 100%
subscriber penetration
- The schematic shall identify initial build out plan that indicates
initial design implementation
- All test points (minimum one per floor) must be indicated with design
power levels indicated (dBm, each 27 MHz signal)
- All Components must be labeled with make and model number
7. SINGLE 1000 SIGNAL DISTRIBUTION SYSTEM
The Single 1000 Signal Distribution System uses a single trunk line to carry the
1000 MHz aggregate (Figure 6) DTH signal. To do this, the Single 1000 solution
takes the two 500 MHz Intermediate Frequency (IF) signals (VP and HP) and stacks
them in frequency onto a single cable. This signal can then be routed to every
xxxx xxxx in the MDU using a traditional single line architecture that is
upgraded to support the frequencies of this system.
The Single 1000 model uses a wide band Dual LNB (or, alternatively, an
Up-Converter) capable of relocating one of the two frequency bands to a higher
range so that they can be aggregated on a single cable for distribution. This
approach requires a subscriber module that provides voltage controlled frequency
band selection and frequency down conversion (when the selected frequency band
is the up-converted band). The subscriber module or Down-Converter is located at
each IRD.
7.1 MDU SIGNAL 1000 MODEL EXAMPLE
An example of a Single 1000 model system is depicted in Figure 7.1. This Signal
Distribution System uses one cable requiring all components be rated to operate
up to 2025 MHz.
SO TECHNICAL SPECIFICATION 9/4/98 10
EXHIBIT C STAR CHOICE MDU TECHNICAL SPECIFICATION AND
TECHNICAL REGISTRATION FORM
[GRAPHIC]
Figure 7.1 Single 1000 Reference Model
7.2 DESIGN REQUIREMENTS
The Design for the MDU Signal Distribution System model shall include the
following as a minimum:
- Schematic of MDU Signal Distribution System
- The design analysis and architecture schematic shall represent
100% subscriber penetration
- The schematic shall identify initial build out plan that
indicates actual initial design implementation
- All test points (minimum one per floor) must be indicated with
design power levels indicated (dBm each 27 MHz signal)
- All Components must be labeled with make and model number
So Technical Specification 9/4/98 11
EXHIBIT C STAR CHOICE MDU TECHNICAL SPECIFICATION AND
TECHNICAL REGISTRATION FORM
STAR CHOICE MDU TECHNICAL REGISTRATION FORM
System Operator shall measure the digital signal quality for each transponder
using a DTH IRD at the worst case drop for this MDU Signal Distribution System.
By completing Table Z-1 and Z-2, System Operator is hereby warranting that no
subscriber within this MDU (100% penetration) shall exhibit worse performance
than that recorded for the Term of this Agreement. PLEASE COMPLETE AND RETURN
VIA FAX TO 000-000-0000.
--------------------------------------------------------------------------------
Property Location & Information
--------------------------------------------------------------------------------
Installation Date: STAR CHOICE MDU Property ID No.
--------------------------------------------------------------------------------
Property Address:
--------------------------------------------------------------------------------
Property Description
--------------------------------------------------------------------------------
Number of Floors No. of Units per Floor: Total No. of Units:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
System Operator Information
--------------------------------------------------------------------------------
Business Name: SO#:
--------------------------------------------------------------------------------
Business Mailing Address:
--------------------------------------------------------------------------------
Telephone #: Facsimile #:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Actual Measurements Records
--------------------------------------------------------------------------------
Measurements Taken at Test Point, Floor Unit
(Check One)
--------------------------------------------------------------------------------
Floor Number & Test Point ID:
--------------------------------------------------------------------------------
IRD Located in a Unit No. IRD Serial No.
--------------------------------------------------------------------------------
IRD Brand: IRD Model:
--------------------------------------------------------------------------------
STAR CHOICE Technician: _____________________________ Date: ____________________
System Operator Technical Manager: __________________ Date: ____________________
Property Address: __________________________________
__________________________________
__________________________________
SO Technical Specification 9/4/98 12
EXHIBIT C STAR CHOICE MDU TECHNICAL SPECIFICATION AND
TECHNICAL REGISTRATION FORM
MDU MEASURED PARAMETERS
--------------------------------------------------------------------------------
Measure signal strength using an IRD and record measured numeric value for each
transponder in the following table.
--------------------------------------------------------------------------------
RF Channel No. Measured Value RF Channel No. Measured Value
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Table Z-1 Digital Signal Quality Measurements
SO Technical Specification 9/4/98 13
EXHIBIT C STAR CHOICE MDU TECHNICAL SPECIFICATION AND
TECHNICAL REGISTRATION FORM
--------------------------------------------------------------------------------
Critical Parameter Specification Measurements
--------------------------------------------------------------------------------
Variation across a single 00 XXx < 1.0 (+ 0.5) dB ___ dB
RF Channel (peak-to-peak) - RF Channel ___
--------------------------------------------------------------------------------
Difference between total power in < 1.0 dB ___ dB
any two adjacent co-polarized - RF Channel ___
24 MHz RF Channel and ____
--------------------------------------------------------------------------------
Variation across all RF Channels < 5.0 (+ 2.5) dB ___ dB
(500 MHz band, peak-to-peak) - -
--------------------------------------------------------------------------------
Difference between the total power < 10.0 dB ___ dB
levels in two adjacent cross- - RIF Channel ___
polarized 24 MHz VP and HP RIF and
Channels
--------------------------------------------------------------------------------
IRD input total power -50 to -30 dBm ___ dBm
(across 500 MHz)
--------------------------------------------------------------------------------
Carrier to Noise Ratio > 49 dB ___ dB
-
--------------------------------------------------------------------------------
Carrier to Cross Modulation > 48 dBc ___ dB
and/or Intermodulation -
--------------------------------------------------------------------------------
Composite Triple Beat > 52 dBc ___ dB
-
--------------------------------------------------------------------------------
Second Order Beat > 52 dBc ___ dB
-
--------------------------------------------------------------------------------
Carrier to low frequency > 40 dBc ___ dB
Disturbances (hum) -
--------------------------------------------------------------------------------
Table Z-2 Signal Levels for Critical Parameters
SO Technical Specification 9/14/98 14
EXHIBIT D STAR CHOICE MDU SYSTEM OPERATOR POLICIES AND
PROCEDURES
September 10, 1998 1
EXHIBIT D STAR CHOICE MDU SYSTEM OPERATOR POLICIES AND
PROCEDURES
Table of Contents
1 INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2 STAR CHOICE MDU SYSTEM OPERATOR . . . . . . . . . . . . . . . . . . . . 3
2.1 Application . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.1.1 Application Criteria . . . . . . . . . . . . . . . . . . . 4
2.1.2 Application Review Process . . . . . . . . . . . . . . . . 4
2.1.3 Approval and Notification . . . . . . . . . . . . . . . . . 4
2.2 Training . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.2.1 MDU Sales Training . . . . . . . . . . . . . . . . . . . . 5
2.2.2 MDU Technical Training . . . . . . . . . . . . . . . . . . 7
2.3 Execution of MDU System Operator Agreement . . . . . . . . . . . . 9
2.3.1 Assignment of MDU System Operator Number . . . . . . . . . 9
3 SYSTEM OPERATOR PROCEDURES. . . . . . . . . . . . . . . . . . . . . . . 9
3.1 Right of Entry . . . . . . . . . . . . . . . . . . . . . . . . . .10
3.2 Building Design Process . . . . . . . . . . . . . . . . . . . . .11
3.3 Technical Registration Process . . . . . . . . . . . . . . . . . .13
3.4 Subscriber Orders and Service . . . . . . . . . . . . . . . . . .14
3.4.1 Order Processing . . . . . . . . . . . . . . . . . . . . .14
3.4.2 Subscriber Set-up . . . . . . . . . . . . . . . . . . . . .14
3.4.3 Subscriber Billing and Collections . . . . . . . . . . . .15
3.4.4 Subscriber Billing and Collections . . . . . . . . . . . .16
3.4.5 Customer Service . . . . . . . . . . . . . . . . . . . . .16
4 MARKETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
4.1 Advertising. . . . . . . . . . . . . . . . . . . . . . . . . . . .17
4.2 Fulfillment of Sales Materials . . . . . . . . . . . . . . . . . .17
5 POLICIES AND PROCEDURES MANUAL UPDATES. . . . . . . . . . . . . . . . .17
6 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
September 10, 1998 2
EXHIBIT D STAR CHOICE MDU SYSTEM OPERATOR POLICIES AND
PROCEDURES
--------------------------------------------------------------
1 INTRODUCTION
This Policies and Procedures Manual describes certain obligations of MDU
System Operators and STAR CHOICE and the manner and method in which those
obligations shall be fulfilled. Unless otherwise defined, capitalized terms
shall have the meanings set forth in the STAR CHOICE MDU System Operator
Agreement between STAR CHOICE and System Operator (the "System Operator
Agreement"). In the event that any provisions of this Policies and
Procedures Manual conflict with the System Operator Agreement or any
provisions thereof, then the System Operator Agreement shall govern.
2 STAR CHOICE MDU SYSTEM OPERATOR
STAR CHOICE MDU System Operators have established a business relationship
with STAR CHOICE whereby a System Operator will (i) establish and maintain
Signal Distribution Systems in MDU Properties to enable MDU residents to
receive STAR CHOICE Programming, and (ii) act as commissioned sales
representatives for STAR CHOICE to solicit and take orders for STAR CHOICE
Programming from such MDU residents.
The process for becoming a STAR CHOICE MDU System Operator involves four
key steps: (1) submission of a STAR CHOICE MDU System Operator Application,
(2) approval of the application by STAR CHOICE, (3) completion of Approved
Applicant training, (4) execution and delivery to STAR CHOICE of the STAR
CHOICE MDU System Operator Agreement. Only upon the completion of all four
steps, as contemplated by this Policies and Procedures Manual, does an
individual or entity become a STAR CHOICE MDU System Operator.
2.1 APPLICATION
Individuals or businesses interested in becoming a STAR CHOICE MDU System
Operator must complete a STAR CHOICE MDU System Operator Application and
return the completed application to STAR CHOICE (each such individual or
entity, an "Applicant").
September 10, 1998 3
EXHIBIT D STAR CHOICE MDU SYSTEM OPERATOR POLICIES AND
PROCEDURES
2.1.1 Application Criteria
STAR CHOICE may consider an Applicant for MDU System Operator if
the Applicant meets certain criteria, including, but not limited
to:
a) The Applicant must have experience (i) marketing and selling
television programming and (ii) fulfilling and installing
satellite equipment in the MDU environment.
b) The Applicant must have an effective business and marketing
plan regarding the Applicant's plans for promoting,
marketing, and soliciting orders from MDU residents for STAR
CHOICE Programming.
c) The Applicant must be a reputable, service-oriented
business, with verifiable trade and financial references.
STAR CHOICE retains the right to modify and make exceptions
to the above criteria, and consider additional criteria and
qualifications in determining whether and Applicant shall
become an Approved Applicant.
2.1.2 Application Review Process
STAR CHOICE may solicit input from credible trade and financial
sources regarding Applicants.
2.1.3 Approval and Notification
Upon STAR CHOICE's review of the STAR CHOICE MDU System Operator
Application and the additional requirements and related criteria
set forth herein, and STAR CHOICE's approval of the application,
and Applicant may become an Approved Applicant eligible for STAR
CHOICE MDU training (hereafter "Approved Applicants"). STAR
CHOICE will notify each Approved Applicant of its approved status
through a written letter. NO APPLICANT SHALL BE CONSIDERED AN
APPROVED APPLICANT UNLESS AND UNTIL SUCH APPLICANT
September 10, 1998 4
EXHIBIT D STAR CHOICE MDU SYSTEM OPERATOR POLICIES AND
PROCEDURES
RECEIVES A WRITTEN NOTIFICATION THEREOF FROM STAR CHOICE.
2.2 TRAINING
STAR CHOICE Sales and Technical Training Seminars for existing MDU
System Operators and Approved Applicants are of paramount importance.
The goals of such training seminars are (i) to promote a complete
understanding and knowledge of STAR CHOICE Programming, special
packages and events, and customer service, (ii) to provide System
Operator the information and procedures with respect to soliciting and
transmitting Orders for STAR CHOICE Programming, and (iii) provide
technical and installation guidelines for all Signal Distribution
Systems in order to provide quality STAR CHOICE service. Only Approved
Applicants are eligible for STAR CHOICE MDU Training Seminars, and
SUCH TRAINING SEMINARS ARE REQUIRED FOR AN APPROVED APPLICANT TO
BECOME A SYSTEM OPERATOR.
2.2.1 MDU Sales Training
a) INITIAL TRAINING
(i) STAR CHOICE TRAINING OF APPROVED APPLICANT
Key employees and managers of all Approved Applicants shall
attend and participate in an initial STAR CHOICE MDU Sales
Training Seminar prior to applicant becoming a MDU System
Operator, and such additional training thereafter as STAR
CHOICE shall reasonably require. STAR CHOICE shall provide
the initial MDU Sales Training to System Operator's key
employees and managers at no cost. Transportation and
housing at the designated training location shall be System
Operator's responsibility and at System Operator's expense.
Upon completion of the MDU Sales Training, Approved
Applicants shall receive a certificate of completion from
STAR CHOICE.
September 10, 1998 5
EXHIBIT D STAR CHOICE MDU SYSTEM OPERATOR POLICIES AND
PROCEDURES
(ii) TRAINING OF SYSTEM OPERATOR'S SALES PERSONNEL
All System Operator sales personnel must receive the STAR
CHOICE MDU Sales Training before they are authorized to
market, solicit, take or transmit (collectively, "Sell" or
"Selling") any orders for STAR CHOICE Programming. System
Operator sales personnel who do not complete training shall
not be eligible to Sell Orders for STAR CHOICE Programming.
System Operator shall be responsible for providing such
training to its employees. System Operator shall arrange for
its sales personnel to receive the training seminar and
associated training materials. STAR CHOICE shall have the
right, in its reasonable discretion, to approve the agenda,
length and content of any STAR CHOICE Sales training
conducted by System Operator for its sales personnel.
One set of STAR CHOICE Sales Training materials, and
periodic revisions of such training materials, shall be made
available by STAR CHOICE to System Operator for use in its
employee training. System Operator may be required to
purchase additional quantities of training materials for use
in training seminars.
All STAR CHOICE MDU sales training materials shall be
treated as confidential by System Operator and its
employees. STAR CHOICE may notify System Operator that
certain STAR CHOICE materials and information are
confidential and System Operator shall thereafter notify all
employees of the confidentiality of such materials and
information, and the confidentiality provisions of the
System Operator Agreement shall apply to such materials.
System Operator shall have its employees sign
confidentiality agreements, if requested to do so by STAR
CHOICE.
b) ADDITIONAL TRAINING
System Operator shall provide refresher training courses to
its sales personnel at least once per calendar year, or on
an as needed basis, regarding
September 10, 1998 6
EXHIBIT D STAR CHOICE MDU SYSTEM OPERATOR POLICIES AND
PROCEDURES
new STAR CHOICE Programming, promotions and special events.
All additional training of System Operator employees shall
follow the same guidelines used for the STAR CHOICE MDU
Sales Training and shall include any materials or
instruction as STAR CHOICE may reasonably request.
2.2.2 MDU Technical Training
Each Approved Applicant shall elect one of the following
technical training options relative to constructing an MDU Signal
Distribution System: (i) Approved Applicant or its technical
personnel shall be trained and receive technical qualification by
STAR CHOICE authorized trainers; (ii) Approved Applicant shall
use only STAR CHOICE approved installers to design, construct,
install and maintain the Signal Distribution System and connect
individual subscribers to the Signal Distribution System.
a) TECHNICAL TRAINING
(i) STAR CHOICE TRAINING OF APPROVED APPLICANT
Approved Applicant or Approved Applicant technical personnel
shall attend and participate in an initial STAR CHOICE MDU
Technical Training Seminar prior to Applicant's designation
as an MDU System Operator, and such additional training
thereafter as STAR CHOICE may reasonably require. STAR
CHOICE, or a STAR CHOICE approved trainer, shall provide the
initial STAR CHOICE MDU Technical Training Seminar at no
cost to System Operator for the training seminar itself.
Transportation and housing at the designated training
location shall be System Operator's responsibility at System
Operator's expense. Upon completion of the Technical
Training Seminar, an Approved Applicant's technical
personnel shall receive a certificate of completion and an
identifying number ("Approved Installer Number") from STAR
CHOICE.
(ii) TRAINING OF SYSTEM OPERATOR TECHNICAL PERSONNEL
STAR CHOICE, or its designee, may train certain individuals
from SO's technical personnel and issue an
SEPTEMBER 10, 1998 7
EXHIBIT D STAR CHOICE MDU SYSTEM OPERATOR POLICIES AND
PROCEDURES
"Authorized Trainer Number" upon successful completion of a
trainer training program. The qualified individual, as a
minimum, shall possess an "Approved Installer Number" issued
by STAR CHOICE or its designee. Authorized Trainers are
qualified to train installers and issue an "Approved
Installer Number" to each installer upon successful
completion of the installer training program.
(iii) ADDITIONAL TRAINING
All approved installers and approved trainers must receive
refresher training at least once per calendar year, or as
reasonably required by STAR CHOICE, to address new technical
developments in the DTH system or design and construction of
Signal Distribution Systems.
One set of technical training materials, and periodic
revisions of such training materials, shall be made
available by STAR CHOICE to approved trainers for use in
providing STAR CHOICE MDU technical training to other System
Operator personnel. System Operator may be required to
purchase additional quantities of training materials for use
in technical training seminars.
(iv) TRAINING MATERIAL CONFIDENTIALITY
Some STAR CHOICE MDU Technical Training seminar materials
may be marked with a confidential clause. SO shall notify
all staff to maintain strict adherence to the
confidentiality clause in handling and use of such
materials.
b) USE OF STAR CHOICE APPROVED MDU INSTALLERS
System Operators may choose to forego STAR CHOICE technical
training and elect to use existing STAR CHOICE approved MDU
installers to complete service installation and maintenance
on Signal Distribution Systems in SO Properties. If this
option is selected, an approved MDU Installer's signature
and ID number must be included on all technical paperwork
required from System Operator under the System Operator
Agreement, including, without limitation, the Signal
Distribution System Design and Technical Registration Form.
STAR CHOICE shall provide
September 10, 1998 8
EXHIBIT D STAR CHOICE MDU SYSTEM OPERATOR POLICIES AND
PROCEDURES
to System Operator, upon its request, the names and contact
information of STAR CHOICE approved MDU installers.
2.3 EXECUTION OF MDU SYSTEM OPERATOR AGREEMENT
Only after completion of the application and training requirements set
forth above shall an Approved Applicant be eligible to become an MDU
System Operator. The satisfactory completion of the following four
setps is required before STAR CHOICE shall authorize a System Operator
and assign a STAR CHOICE MDU System Operator number: (1) submission of
a STAR CHOICE MDU System Operator Application, (2) approval of the
application by STAR CHOICE, (3) completion of Approved Applicant Sales
and Technical Training, (4) execution of STAR CHOICE's MDU System
Operator Agreement. STAR CHOICE reserves the right to accept or reject
an Approved Applicant for any reason.
2.3.1 Assignment of MDU System Operator Number
Authorization of an MD. System Operator shall be granted upon
completion of the aforementioned four steps, at which time an
MDU System Operator Number will be assigned by STAR CHOICE. The
System Operator Number is the identification number STAR CHOICE
uses to recognize SO Subscriber Orders, calculate STAR CHOICE
Commissions payable to System Operator, and otherwise identify
and track information pertaining to System Operator, SO
Properties, and SO Subscribers.
3 SYSTEM OPERATOR PROCEDURES
Under the MDU System Operator Agreement, System Operator must obtain and
maintain throughout the Term of the System Operator Agreement a valid Right
of Entry for each SO Property, granting System Operator access to an MDU
Property for purposes of constructing the Signal Distribution System and
soliciting orders for STAR CHOICE Programming. Set forth below are certain
procedures with which System Operators must comply in order (i) properly to
obtain Rights of Entry for MDU Properties, (ii) to receive STAR CHOICE
approval of Signal Distribution System Designs, Technical Registration
Forms, Subscriber orders and (iii) to provide adequate customer service for
SO Subscribers and Independent SO Subscribers.
September 10, 1998 9
EXHIBIT D STAR CHOICE MDU SYSTEM OPERATOR POLICIES AND
PROCEDURES
3.1 RIGHT OF ENTRY
System Operator shall follow the process outlined below in obtaining
Right of Entry Agreements (XXX) for MDU Properties. The XXX is a
written agreement between the System Operator and the owner or manager
of an MDU Property which authorizes the System Operator to install and
maintain the Signal Distribution System in the MDU Property and
solicit orders for STAR CHOICE Programming.
a) System Operator shall contact multiple-dwelling property owners
and management companies and market the STAR CHOICE multiunit
service concept.
b) Upon verifying that the selected property represents strong
potential, the System Operator shall transmit to STAR CHOICE via
facsimile the property information to determine if the property
has been previously allocated to another System Operator. System
Operator will be notified by STAR CHOICE if another System
Operator has submitted a request with respect to that property.
c) System Operator shall proceed to secure owner/property management
signatures on an XXX.
d) System Operator shall forward all relevant information concerning
the MDU Property and a copy of the fully executed XXX to STAR
CHOICE at the address provided in Section 6 hereof.
No Commissions or other monies shall be paid by STAR CHOICE to
System Operator with respect to an MDU Property unless and until
STAR CHOICE has received a copy of the executed XXX and required
property information. PROPERTY INFORMATION SHALL INCLUDE: MDU
Property name; owner and management company name, name of contact
person, address and telephone number; total number of units; main
property address; listing of property unit addresses; and
property description (i.e. apartment, condo, townhouse complex,
etc.) and size (i.e. number of units).
e) Upon receipt of the fully executed XXX and the required property
information, STAR CHOICE will notify System Operator that the XXX
and MDU Property have been accepted. The acceptance communication
will include an assigned Property Billing Number (unique to each
MDU property) which is used to identify the building by STAR
CHOICE for purposes of calculating Commissions, identifying SO
Subscribers and reviewing the corresponding Design and Technical
Registration Form.
SEPTEMBER 10, 1998 10
EXHIBIT D STAR CHOICE MDU SYSTEM OPERATOR POLICIES AND
PROCEDURES
3.2 BUILDING DESIGN PROCESS
Prior to the installation of a signal distribution system in an SO
Property, the SO shall provide to STAR CHOICE for review an MDU design
and installation document package as required by the System Operator
Agreement. During such initial phase, STAR CHOICE may review each
submitted MDU design package and STAR CHOICE may require
modifications. Installation may not commence until the updated,
resubmitted MDU design package has received written acceptance from
STAR CHOICE. The length of such MDU review period shall be determined
by STAR CHOICE.
The signal distribution system design shall adhere to the MDU
Technical Specifications including, but not limited to, the following
procedures:
a) System Operator shall prepare the Signal Distribution System
Design and installation schedule. The Design shall include a
schematic of the MDU Signal Distribution System which indicates
the planned signal distribution infrastructure, all test points
(minimum one per floor) with design power levels (dBm), and the
manufacturer and model of any Components (signal distribution
components) to be used. Design requirements, as noted in STAR
CHOICE's MDU Technical Specifications, Exhibit C to the System
Operator Agreement, may be periodically revised by STAR CHOICE to
reflect changes in the MDU delivery systems technology and new
developments in Components. System Operator shall receive from
STAR CHOICE revised Design requirements and will have thirty (30)
days to incorporate such revisions as are commercially and
technically feasible to enable each Signal Distribution System to
meet the Technical Specifications.
b) System Operator shall submit Design and material plans (according
to MDU Technical Specifications) to STAR CHOICE at the address
specified in Section 6 hereof.
c) STAR CHOICE's engineering staff will review submitted Designs for
compliance with the Technical Specifications. STAR CHOICE will
notify System Operator in writing as to the status of submitted
Designs. If STAR CHOICE believes, in good faith, that a Design
does not comply with the Technical Specifications or is otherwise
not feasible, STAR CHOICE shall notify System Operator and may,
if possible, suggest changes to bring the Design into compliance.
September 10, 1998 11
EXHIBIT D STAR CHOICE MDU SYSTEM OPERATOR POLICIES AND
PROCEDURES
d) Upon receipt of STAR CHOICE's letter indicating its acceptance of
a submitted Design, System Operator may commence Signal
Distribution System construction. As required by the System
Operator Agreement, System Operator shall use only STAR CHOICE
approved MDU installers to construct and maintain the Signal
Distribution System (including the DTH Receivers, DTH Dishes and
any Components) in a MDU Property.
e) System Operator shall provide installation progress reports
to STAR CHOICE periodically or as STAR CHOICE may reasonably
request. System Operator shall also promptly notify STAR CHOICE
of any material changes to the installation schedule or the
Design.
f) STAR CHOICE plans to continuously evaluate, recommend, authorize
signal distribution components and make such information
obtainable to SO. Three STAR CHOICE component approval levels are
planned: Available Components, Recommended Components, Authorized
Components. Components that vendors claim (to STAR CHOICE in
writing) as compliant to applicable STAR CHOICE specifications
may be designated, at STAR CHOICE's sole discretion, as
"Available Components" to the SO. STAR CHOICE may conduct vendor-
independent testings of selected "Available Components". Such
tested and passed components may be designated, at STAR CHOICE's
sole discretion, as "Recommended Components" to the SO. Certain
key signal distribution components in the "Recommended
Components" category, such as multi-switches, distribution
amplifiers etc. may be authorized by STAR CHOICE, at STAR
CHOICE's sole discretion, to carry STAR CHOICE's approved logo.
Such authorized components shall be designated as "Authorized
Components" to the SO.
g) The review and approval requirements by STAR CHOICE or it
authorized personnel, set forth herein are intended to identify
potential problems that could cause non-compliance with the MDU
Technical Specification. However, neither the review or approval
may be construed to mean, explicitly or implicitly, that the
system will function properly or that it will meet electrical,
fire, or any other system function and compliance and for safety
requirements. SO shall bear the sole responsibility for system
function and compliance, and for obtaining all necessary MDU
installation inspection and approvals from local authorities per
applicable local and national electrical and fire codes.
September 10, 1998 12
EXHIBIT D STAR CHOICE MDU SYSTEM OPERATOR POLICIES AND
PROCEDURES
h) Upon receipt of STAR CHOICE's letter indicating end of the
initial review and approval period, no MDU design package needs
to be submitted for review or approval. However, for each MDU
installation, an MDU design package shall be retained and filed
by the SO. STAR CHOICE reserves the right to request design
documentation of specific MDU(s) for review. SO shall provide to
STAR CHOICE copies of the MDU design documentation within two (2)
business days of receipt of a written request from STAR CHOICE.
i) STAR CHOICE reserves the right to inspect MDU site(s) to verify
full compliance to STAR CHOICE's satisfaction. The SO shall grant
access to the requested MDU site(s) and assist STAR CHOICE or its
designee with a technical review, inspection and measurements of
the system's performance. Access shall be granted within two (2)
business days of receipt of a written request from STAR CHOICE.
3.3 TECHNICAL REGISTRATION PROCESS
Upon completion of construction of the Signal Distribution System,
System Operator shall promptly for-xxxx to STAR CHOICE a completed
Technical Registration Form, in the form of Exhibit C to the System
Operator Agreement, and comply with the following procedures:
a) System Operators shall measure the digital signal quality for
each Star Choice RF channel in the Signal Distribution System
using a DTH IRD at the worst case drop point.
b) The System Operator shall complete the Technical Registration
Form in its entirety and according to the instructions described
therein.
c) System Operator shall return the Technical Registration Form to
the address set forth in Section 6 of these Policies and
Procedures.
d) Upon receipt and review of the Technical Registration Form, STAR
CHOICE shall notify System Operator of STAR CHOICE's
determination whether the Technical Registration Form
demonstrates that the Signal Distribution System meets the
minimum reporting requirements of the Technical Specifications.
If at any time STAR CHOICE determines in good faith that a Signal
Distribution System is not in compliance with the Technical
Specifications, because it does not meet the measurement
September 10, 1998 13
EXHIBIT D STAR CHOICE MDU SYSTEM OPERATOR POLICIES AND
PROCEDURES
standards or otherwise, the System Operator shall cure such
noncompliance within thirty (30) days of STAR CHOICE's
notification thereof. Following such a notification, System
Operator shall submit a new Technical Registration Form
reflecting the corrective action taken. After the 30-day cure
period has elapsed, and prior to STAR CHOICE receiving evidence
of corrective action and a new Technical Registration Form, STAR
CHOICE may suspend payment of any Commissions or other payments
otherwise due System Operator until such corrective action is
taken and a new Technical Registration Form is received and
approved.
3.4 SUBSCRIBER ORDERS AND SERVICE
The following procedures shall be followed by System Operators before
STAR CHOICE will accept subscriber orders and establish SO Subscriber
accounts.
3.4.1 ORDER PROCESSING
a) System Operators shall permit only employees, and not any
independent contractors, agents or other persons or
entities, to solicit, take or transmit any orders for STAR
CHOICE Programming, unless otherwise agreed to between
System Operators and STAR CHOICE in writing.
b) Promptly after System Operator receives an order for STAR
CHOICE Programming from a resident of a SO Property, System
Operator shall forward to STAR CHOICE within two (2)
business days of receipt of such order all of the Subscriber
Information pertaining to such order set forth in Subscriber
Set-up (below).
3.4.2 SUBSCRIBER SET-UP
a) System Operator shall complete each section of the DTH
Subscriber Activation Form, attached hereto as Schedule
3.4.2, and immediately deliver such form to STAR CHOICE.
b) When completing the DTH Subscriber Activation Form, System
Operators shall:
September 10, 1998 14
EXHIBIT D STAR CHOICE MDU SYSTEM OPERATOR POLICIES AND
PROCEDURES
1. Ensure that each blank on the form is completed and
the information supplied is legible.
2. Include the System Operator Number assigned at the
time of System Operator approval. If you do not know
that number, call STAR CHOICE Trade Relations as set
forth in Section 6.
3. Include the subscriber's physical address where the
DTH Receiver is located. A subscriber account cannot
be established with a P.O. box or other
non-residential address. If the customer has different
billing address, please specify. Provide the Property
Billing Number for the corresponding SO Property that
was assigned at the time the Right of Entry was
submitted to STAR CHOICE.
4. Always specify at the bottom of the Subscriber
Activation Form whether the services will be billed to
service operator or to the customer.
5. If you have any questions about the information
required by the Subscriber Activation Form, contact
STAR CHOICE.
c) Following completion of the DTH Subscriber Activation Form,
the System Operator shall transmit the form to STAR CHOICE
Trade Relations. Only after receiving, approving and
accepting an order from System Operator shall STAR CHOICE be
obligated to establish a customer account for the subscriber
and arrange for activation of STAR CHOICE Programming.
3.4.3 Subscriber Billing and Collections
a) For each SO Subscriber, System Operators shall install the
DTH Receiver, connect it to the Signal Distribution System
and request activation by STAR CHOICE within five (5)
business days from the order date by contacting STAR CHOICE
Customer Service.
b) System Operator shall provide new customers with
instructions to forward all system repair and service
inquiries to System Operator and forward all other customer
service, programming, and billing inquiries to STAR CHOICE
Customer Service as set forth in Section 6 hereof.
September 10, 1998 15
EXHIBIT D CHOICE MDU SYSTEM OPERATOR POLICIES AND
PROCEDURES
3.4.4 Subscriber Billing and Collections
a) After receiving a STAR CHOICE Programming order for an SO
Subscriber and the corresponding Subscriber Activation Form,
System Operator shall cooperate with STAR CHOICE in its
efforts to collect STAR CHOICE Programming fees from SO
Subscribers.
b) System Operator shall not collect any monies due to STAR
CHOICE from any STAR CHOICE Subscriber or potential
subscriber. If System Operator should receive any
subscription fees or other money due to STAR CHOICE, then
System Operator shall promptly notify STAR CHOICE of such
payments and perform such actions in connection therewith as
reasonably requested by STAR CHOICE including, without
limitation, remitting to STAR CHOICE such fees, money and
applicable taxes. Any subscription fees remitted to System
Operator and not immediately forwarded to STAR CHOICE shall
be deducted from System Operator's future Commissions,
including interest and penalties thereon.
3.4.5 Customer Service
a) System Operator shall provide necessary and appropriate
customer service functions to all SO Subscribers and
Independent SO Subscribers, which service shall include a 24
hours a day, 7 days a week reporting mechanism or procedure
enabling residents of SO Properties to leave messages
regarding service with System Operator.
b) System Operator shall respond to all customer service
messages promptly and shall contact any customer reporting a
problem or concern with a DTH Receiver or Signal
Distribution System within 24 hours of such customer report.
c) System Operator shall be primarily responsible for
resolution of all customer inquiries from residents of SO
Properties. After a good faith effort to address such
inquiries in a satisfactory manner, System Operator may
September 10, 1998 16
EXHIBIT D STAR CHOICE MDU SYSTEM OPERATOR POLICIES AND
PROCEDURES
notify STAR CHOICE regarding any inquiries that System
Operator is unable to resolve.
d) STAR CHOICE shall be solely responsible for billing STAR
CHOICE Subscribers for STAR CHOICE Programming, responding
to STAR CHOICE billing and programming inquiries, collecting
of subscription fees, and performing any other customer
service functions not specifically designated to System
Operator herein.
4 MARKETING
4.1 ADVERTISING
System Operators must adhere to the Advertising Guidelines established
by STAR CHOICE and outlined in the "Advertising Guidelines For STAR
CHOICE Programming and the DTH System" attached hereto as Schedule
X[?], and comply with STAR CHOICE trademark and logo usage guidelines
contained therein. STAR CHOICE may send approved advertising copy to
System Operator for use over a specified time period. System Operator
shall not distribute photocopies of STAR CHOICE sales and advertising
materials without the prior written approval of STAR CHOICE.
4.2 FULFILLMENT OF SALES MATERIALS
STAR CHOICE may institute a fulfillment program whereby various sales
materials may be purchased by STAR CHOICE MDU System Operators.
System Operators availing themselves of such program should contact
STAR CHOICE Trade Relations as set forth in Section 6.
5 POLICIES AND PROCEDURES MANUAL UPDATES
STAR CHOICE may, in its sole discretion, amend this Policies and Procedures
Manual at any time and System Operator shall be provided copies of any such
amendments. System Operator shall have thirty (30) days from the date of
receipt of such amendments to come to compliance with any material changes
therein.
September 10, 1998 17
