Exhibit 10.14
TRANSPONDER LICENSES AGREEMENT
------------------------------
THIS TRANSPONDER LICENSES AGREEMENT is made and entered effective as
of the 1st day of January, 1995, by and between Xxxxx Space Segment, Inc.
("Space Segment"), Xxxxx Infomercial Networks, Inc. ("JIN") and Xxxxx Computer
Network, Ltd. ("JCN").
RECITALS
--------
A. Space Segment has entered into that certain C-3/C-4 Satellite
Transponder Service Agreement dated July 29, 1989, between GE American
Communications, Inc. ("GE") and itself (the "Transponder Agreement").
B. Pursuant to the Transponder Agreement, Space Segment is entitled
to use Transponder No. 20, on domestic communications satellite C-3 (the
"Transponder") on a full-time basis.
C. JIN and JCN require use of the Transponder and Space Segment
desires to accommodate such usage, all according to the terms and conditions of
this Agreement.
D. JIN and JCN are cable networks. Other such networks may become
parties to this Agreement from time-to-time. JIN, JCN and such other networks
are hereafter referred to as the "Networks".
AGREEMENT
---------
In consideration of the foregoing and the mutual covenants and
agreements set forth herein, the parties hereby agree as follows:
1. Licenses. Space Segment hereby grants to each of the Networks a
--------
license to use the Transponder on the terms and conditions set forth in this
Agreement. No Network shall have the right to preempt any other Network.
2 Term. This Agreement shall commence on the effective date hereof
----
and shall continue, unless otherwise terminated by Space Segment, through
December 31, 2004.
3 Payments. Space Segment shall receive from each full-time Network
--------
the amount listed in Schedule A each month during the term of this
Agreement as a license fee. The amount received from each Network will be
adjusted based on the number of Networks using the transponder on a full-time
basis. Partial months shall be pro-rated.
4. Termination. This Agreement may be terminated as to a Network at
-----------
any time by Space Segment by giving such Network at least thirty (30) days prior
written notice of its desire to terminate this Agreement; provided, however,
that Space Segment agrees not to exercise its right to terminate this Agreement
in such a manner as to cause substantial disruption to uses already scheduled to
be made of the Transponder. In addition, this Agreement may be terminated at
any time by Space Segment in the event that GE terminates its consent to the use
of the Transponder as provided herein.
5. Representations. The Networks agree not to use the Transponder
---------------
for any unlawful purpose, to at all times comply with applicable laws and
regulations relating to its use of the Transponder, and to comply with and be
bound by the terms and conditions of the Transponder Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
XXXXX SPACE SEGMENT, INC.,
a Colorado corporation
By: /s/ Xxxxx X. Xxxxx
------------------------------
XXXXX INFOMERCIAL NETWORKS, INC.,
a Colorado corporation
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
XXXXX COMPUTER NETWORK, LTD.,
a Colorado corporation
By: /s/ Xxxxxxxxx X. Xxxxxx
------------------------------
-2-
Xxxxx Space Holdings, Inc.
0000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
June 10, 1998
Knowledge TV, Inc.
0000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Re: Transponder License 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 Transponder License Agreement dated as of the first day
of January, 1995 (the "TPA"). A copy of the TPA is attached hereto as Exhibit
X. Xxxxx Space Holdings, Inc. is the successor to Xxxxx Space Segment, Inc.
under the TPA.
2. All of the terms of the TPA shall be applicable to this Agreement,
except that the monthly rental rate shall not be increased if either Great
American Country or Product Information Network ceases to lease a portion of the
transponder. 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 TPA and to make payments of the monthly
amounts applicable to it, as set forth on Schedule A to the TPA.
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 SPACE HOLDINGS, INC.
By /s/ Xxxxxxxxx X. Xxxxxx
------------------------
Vice President
Accepted and Agreed to:
Knowledge TV, Inc.
By /s/ Xxxxx X. Xxxxx
-------------------
President
