Exhibit 10.13
AMENDMENT NO. 1 TO CONTRACT NUMBER X00000000
INTELSAT USA SALES CORP
This Amendment (the "Amendment") is made as of December 2, 2005 (the "Effective
Date") by and between Urban Television Network Corporation, a corporation
organized and existing under the laws of the State of Nevada with offices
located at 0000 X. Xxxxxx, Xxx. 000, Xxxxxxxxx, Xxxxx 00000 (hereinafter
referred to as the "Customer", which expression shall include its successors and
permitted assigns) and Intelsat USA Sales Corp., a company incorporated under
the laws of the State of Delaware, with offices at 0000 Xxxxxxxxxxxxx Xxxxx,
X.X. Xxxxxxxxxx X.X. 00000 (hereinafter referred to as "Intelsat", which
expression shall include its successors and permitted assigns); each of them
referred to individually as a "Party" and collectively as the "Parties".
WHEREAS, Loral Skynet and the Customer executed an Agreement for the provision
of C-Band capacity on Intelsat Americas ("IA") 5, formerly Telstar 5, dated 20
November 2002 (the "Agreement");
WHEREAS, Loral Skynet assigned its rights and obligations under the Agreement to
Intelsat effective 17th March 2004;
WHEREAS, the Parties desire to amend the Service Terms and Conditions of the
Agreement as hereinafter set forth.
NOW THEREFORE, the Parties agree to amend the Terms and Conditions to the
Agreement as described below:
A. The Customer hereby acknowledges and agrees to the assignment of the
Agreement from Loral Skynet to Intelsat effective as of the 17th of
March 2004.
B. All references to "Loral Skynet" shall be replaced by "Intelsat USA
Sales Corp."
C. Section 1.1 of the Agreement is supplemented with the following:
Intelsat offers and Customer hereby accepts satellite space segment
service from 22 November 2005 through and including 21 November 2010.
Such service consists of Non-Preemptible, C-Band satellite space
segment capacity, consisting of 6.0 MHz of power equivalent bandwidth
("PEB") on a full-time basis via the IA-5 satellite, located at
97(degree)X.X., along with TT&C, and maintenance of the satellite used
to provide the space segment capacity (collectively, the "Service" or
"Services").
D. Section 2 RATES shall be deleted in its entirety and replaced with the
following:
Monthly Rate Per
Service Satellite Term Space Segment
6 MHz, C-Band IA-5 22 November 2005- $ 17,850
Non-Preemptible (C03) 21 November 0000
X. Xxxxxxx 4 WIRE TRANSFER INSTRUCTIONS shall be deleted in its entirety
and replaced with the following:
4. PAYMENT INSTRUCTIONS
All payments due hereunder shall be remitted in US Dollars to:
Intelsat USA Sales Corp.
Citibank FSB, Washington, D.C.
ABA # 000000000
Account number 00000000
Payments by check should be made out to Intelsat USA Sales Corp. and
remitted to:
Cashier
Intelsat
0000 Xxxxxxxxxxxxx Xxxxx, XX,
Xxxxxxxxxx, X.X. 00000
F. Section 5 Payment Schedule shall be added to the Agreement and should
read as follows:
a) In addition to the monthly rate for the space segment of $17,850,
the Customer will continue to pay past due amounts.
b) Payments shall be made according to the following payment schedule:
i) A payment in the amount of $20,000 shall be made prior to
December 15, 2005. This amount shall be credited against the
total amount due of $54,442.43. In addition, an invoice in the
amount of $17,850 for December 2005 services will be due.
Therefore, the December 2005 schedule shall be as follows:
$54,442.43 + $17,850 - $20,000 = $52,292.43 will still be due.
ii) It is further agreed that the remaining $52,292.43 can be
paid in three installments of $17,430.81 each, beginning in
January through March 2006. Additionally, Customer must also send
in their normal recurring charges for these months. Therefore,
total payments of $35,280.81 each for the first three months
January through March of 2006 will be due.
c) Any shortfall from the monthly expected payment may result in
immediate termination of all services. Should Intelsat terminate the
services due to non-payment, all amounts unpaid set forth above will
become due and payable.
d) This repayment arrangement in no way affects any remedies which may
be available to Intelsat at law or in equity and in no way alters any
of Intelsat's rights under any agreements entered into, either now or
in the future, between Intelsat and Customer.
G. Section 6 (ii) shall be deleted in its entirety and replaced with the
following:
(ii) If to Intelsat: Intelsat USA Sales Corp. 0000
Xxxxxxxxxxxxx Xxxxx, X.X. Xxxxxxxxxx, X.X. 00000
Telephone: (000) 000-0000 Fax: (000) 000-0000
e-mail: xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx Attention:
Director, Contracts
H. Except as herein amended, all other provisions of the Agreement shall
remain in full force and effect. In the event of any conflict between
the terms of this Amendment and those of the Agreement, the terms of
this Amendment shall supersede those of the Agreement and exclusively
govern the matter in question.
IN WITNESS WHEREOF, the Parties hereto have executed or caused to be executed
this Amendment as of the Effective Date first written above.
Intelsat USA Sales Corp. URBAN TELEVISION NETWORK CORPORATION
By: By: /s/ Xxxxx X. Xxxxx III
Print Name: Print Name: Xxxxx X. Xxxxx III
Title: Title: Chief Executive Officer
Date: Date: December 2, 2005
