TERMINATION AGREEMENT
Termination Agreement effective as of December 20, 2000 (this "Agreement")
by and between Knowledge TV, LLC, a Colorado limited liability company (the
"LLC"), and Xxxxx International Networks, Ltd., a Colorado corporation, acting
directly and on behalf of certain of its wholly-owned subsidiaries referred to
below ("JIN").
WHEREAS, the LLC (as successor of Knowledge TV, Inc. ("KTV")) and JIN, or
one of its subsidiaries, are parties to three separate agreements, each of which
are attached hereto as EXHIBITS X-0, X-0 AND A-3 (collectively, the "KTV
Agreements") referred to as: (i) Services Agreement dated June 10, 1998 between
KTV and Xxxxx Earth Segment, Inc.; (ii) Uplink Services Agreement dated June 10,
1998 between KTV and Xxxxx Earth Segment, Inc.; and (iii) Transponder License
Agreement dated June 10, 1998 between KTV and Xxxxx Space Holdings, Inc.
WHEREAS, the LLC, as successor to KTV, (under KTV's former name "Mind
Extension University, Inc.") is a party to an Uplink Services Agreement dated
January 1, 1995, which is attached hereto as EXHIBIT B (the "1995 Agreement"),
with an affiliate of JIN and with certain other parties, including Xxxxx
Computer Network, Ltd. ("JCN").
WHEREAS, the LLC, as successor of KTV, is obligated under the KTV
Agreements and the 1995 Agreement (as to KTV only but not as to JCN) to pay fees
through the year 2004 an aggregate amount over time of $2,245,363 (the "Fees").
WHEREAS, the parties hereto desire to terminate the KTV Agreements and to
terminate the LLC's obligations under the 1995 Agreement as to KTV (but not as
to JCN), and to have the Fees paid by means of a one time payoff to JIN in the
aggregate amount of $1,941,314 (the "Termination ").
WHEREAS, for purposes of the uplink rates charged to JCN after the date of this
Agreement under the 1995 Agreement, the KTV feed shall continue to be treated as
a separate network through December 31, 2004.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, the parties hereto agree as follows:
1. TERMINATION. In consideration of the transactions contemplated by the
Termination, at the Closing (as defined below), the LLC shall wire transfer
$1,941,314 to an account specified by JIN; and the LLC and JIN hereby agree that
each of the three KTV Agreements and the LLC's obligations under the
1995 Agreement (as to KTV but not as to JCN) shall automatically, and without
any further action by either the LLC or JIN, be cancelled and terminated and of
no further force or effect.
2. RELEASES. As of the Closing, the parties hereto, for themselves and their
respective subsidiaries, hereby forever release and discharge the other party
from any and all liability, claims, demands, actions, or causes of action of any
kind or character, whether fixed or contingent, known or unknown, arising or
relating to the KTV Agreements and the 1995 Agreement as to KTV (but not as to
JCN).
3. CLOSING. This Agreement shall be effective immediately upon its execution
(the "Closing").
4. THE 1995 AGREEMENT. For purposes of the uplink rates charged to JCN under
the 1995 Agreement after the date of this Agreement, the KTV feed shall continue
to be treated as a separate network through December 31, 2004.
5. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall constitute an original but all of which, when taken
together, shall constitute but one and the same instrument.
6. GOVERNING LAW; SEVERABILITY. The parties agree that this Agreement has been
executed and delivered in the State of Colorado and shall be construed, enforced
and governed by the laws thereof, without giving effect to the principles of
conflicts of law of such State. Should any clause, section or part of this
Agreement be held or declared to be void or illegal for any reason, all other
clauses, sections or parts of this Agreement shall nevertheless continue in full
force and effect.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed and delivered as of the date written above.
KNOWLEDGE TV, LLC
By: Xxxxx International, Ltd.,
the sole Member
By: /s/ Xxxxx X. Xxxxx
-----------------------------
Xxxxx X. Xxxxx
President
XXXXX INTERNATIONAL NETWORKS, LTD.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Xxxxxxx X. Xxxxx
President
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