Exhibit 10.12
UPLINK SERVICES AGREEMENT
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THIS UPLINK SERVICES AGREEMENT is made and entered effective as of the
1st day of January, 1995, by and between Xxxxx Earth Segment, Inc. ("Earth
Segment"), Xxxxx Infomercial Networks, Inc. ("JIN") Xxxxx Computer Network, Ltd.
("JCN"), Mind Extension University, Inc. ("ME/U") and Xxxxx Galactic Radio, Inc.
("JGR").
RECITALS
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A. Earth Segment owns and operates a full-service uplink facility in
Arapahoe County, Colorado (the "Facility") from which it provides uplink
services.
B. JIN, JCN, ME/U and JGR require use of the uplink services of Earth
Segment and Earth Segment desires to provide such services, all according to the
terms and conditions of this Agreement.
C. JIN, JCN, ME/U and JGR are media networks. Other such networks
may become parties to this Agreement from time-to-time. JIN, JCN, ME/U and JGR
and such other networks are hereafter referred to as the "Networks".
AGREEMENT
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In consideration of the foregoing and the mutual covenants and
agreements set forth herein, the parties hereby agree as follows:
1. Uplink Services. Earth Segment hereby agrees to provide uplink
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services to the Networks at the Facility. The services shall consist of the
transmission of programming signals from the Facility to a satellite or
satellites so that these programming services can be received and rebroadcasted
on cable system or radio stations across the United States. The uplinking shall
be either to the C-3 or G-5 satellites.
2 Term. This Agreement shall commence on the effective date hereof
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and shall continue, unless otherwise terminated by Earth Segment, through
December 31, 2004 in the case of uplinking to the C-3 satellite and May 7, 2004
in the case of uplinking to the G-5 satellite.
3. Payments. The uplinking fee paid to Earth Segment by each Network
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shall be comprised of a monthly uplinking service fee and an allocation of
uplink operating costs. The monthly uplinking service fee shall be $30,000 per
month for each 24-hour Network until the Facility is uplinking six 24-hour
Networks, at which time the monthly uplinking service fee shall be $25,000 per
Network. However, ME/U and JGR will be treated at one 24-hour Network and will
share the monthly uplinking service fee 75% and 25%, respectively. At such time
that the Networks using the G-5 satellite are transmitted digitally the
allocation between ME/U and JGR will be eliminated and ME/U will pay a monthly
uplinking fee consistent with the other 24-hour Networks and JGR will pay $7,500
per month.
The allocation of uplinking operating costs, which shall include all uplinking
operating costs in company S171 less depreciation expense, amortization expense,
and net of the reimbursement for facilities related rental costs, will be
allocated to the Networks pro rata based on the individual Networks uplinking
service fees to total uplinking service fees for all the Networks.
4. Termination. This Agreement may be terminated as to a Network at
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any time by Earth Segment by giving such Network at least thirty (30) days prior
written notice of its desire to terminate this Agreement, provided that a
Network may terminate this Agreement at any time if its use of the transponder
on either the G-5 or C-3 satellite is terminated without the fault of the
Network.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
XXXXX EARTH SEGMENT, INC.,
a Colorado corporation
By: /s/ Xxxxx X. Xxxxx
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XXXXX INFOMERCIAL NETWORKS, INC.,
a Colorado corporation
By: /s/ Xxxxxxx X. Xxxxxx
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XXXXX COMPUTER NETWORK, LTD.,
a Colorado corporation
By: /s/ Xxxxxxxxx X. Xxxxxx
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MIND EXTENSION UNIVERSITY, INC.,
a Colorado corporation
By: /s/ Xxxxxxx X. Xxxxxx
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XXXXX GALACTIC RADIO, INC.,
a Colorado corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxx Earth Segment, Inc.
0000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
June 10, 1998
Knowledge TV, Inc.
0000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Re: Uplink Services Agreement
Gentlemen,
1. This will constitute the agreement, effective July 1, 1998, pursuant
to which Knowledge TV, Inc. ("KTV") will be treated as a party (and as one of
the "Networks") to that Uplink Services Agreement dated as of the first day of
January, 1995 (the "USA"). A copy of the USA is attached hereto as Exhibit A.
2. All of the terms of the USA shall be applicable to this Agreement. It
is also understood that KTV will license one compressed digital channel on the
GE American C-3 Satellite Transponder No. 20.
3. KTV agrees to be bound by the USA and to make payments of all those
amounts applicable to it, as set forth in Section 3 of the USA.
4. Notwithstanding any other provision of this Agreement, KTV can
terminate this Agreement on the third anniversary thereof by giving notice at
least six (6) months prior to such third anniversary.
Very truly yours,
XXXXX EARTH SEGMENT, INC.
By /s/ Xxxxxxxxx X. Xxxxxx
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Vice President
Accepted and Agreed to:
Knowledge TV, Inc.
By /s/ Xxxxx X. Xxxxx
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President
