EXHIBIT 10.15
[LETTERHEAD OF GLOBAL ACCESS
TELECOMMUNICATIONS SERVICES, INC.]
Satellite Services Agreement
This is an agreement between Global Access Telecommunications Services, Inc.
("Global") and Four Media Company and its subsidiaries (collectively known as
"4MC"), dated as of April 12, 1996, in connection with satellite services
provided to 4MC. The terms of this Agreement are as follows:
1. TRANSPONDER USE. Global shall provide to 4MC the use of one C-band
---------------
transponder on the Galaxy IV satellite (the "Transponder"). The Transponder
is transponder 7 ("G4/7"). This Agreement constitutes an agreement for
"Fixed Term Service" as that term is used in the Standard Terms and
Conditions, incorporated pursuant to Paragraph 9 below. The Transponder has
been designated by Hughes Communications Galaxy, Inc. as a "Primary"
transponder as defined in the lease agreement between Hughes and The
Associated Press ("AP"). Pursuant to this Agreement, that designation is
confirmed, and 4MC shall have all rights as a result of that designation
assigned by AP to Global.
2. TERM. This Agreement shall commence September 1, 1996, and shall continue
----
through the end of operating life of the satellite as determined by Hughes
Communications Galaxy, Inc., or the operating carrier.
3. USAGE SCHEDULE. Global shall provide the Transponder 24 hours per day,
--------------
seven days per week during the term of this Agreement.
4. SERVICE RATES. The service rates for the Transponder shall be $150,000
-------------
per month.
5. PAYMENT. Payment of the service rates called for by Section 4 shall be as
-------
follows:
a. $150,000 payable on the last business day of the month for the
following month's service on the Transponder; the first being due,
therefore, on August 31, 1996, for the month of September 1996.
b. If 4MC fails to make any of these payments by the date specified above,
Global shall give 4MC written notice of such failure and 4MC shall have 10
business days from receipt of such notice to complete payment. If 4MC fails
to make the required payment within those 10 business days, 4MC will be
deemed in breach of this Agreement and Global shall have the rights
provided for in the Standard Terms and Conditions.
c. To the extent the foregoing provisions conflict with the provisions of
Section 4 of the Standard Terms and Conditions, the items set forth above
shall control.
6. DEPOSITS. 4MC shall pay to Global a deposit of $150,000 by August 1, 1996,
--------
which shall be applied to the last month's service on the Transponder or to
any other payment due under this Agreement. No interest shall be paid on
this deposit.
7. THIRD PARTY AGREEMENTS. This Agreement is subject to Global's contracts
----------------------
with third parties through which it has obtained any portion of the rights
made available to 4MC under this Agreement. 4MC shall have no greater
rights or remedies against or with respect to Global under this Agreement
than Global has against such third parties under those contracts. This
Agreement is subject to the consent of AP which Global is in the process of
obtaining.
8. STANDARD TERMS AND CONDITIONS. Global's Standard Terms and Conditions are
-----------------------------
attached and considered an integral part of this Agreement. In the event of
conflict or difference between the terms of Global's Standard Terms and
Conditions, and/or the terms of this Agreement, the provision that is most
favorable to Global shall prevail.
9. NOTICE. Pursuant to Section 19(c) of the Standard Terms and Conditions, the
------
address for notices of the parties to this Agreement shall be as follows:
GLOBAL ACCESS TELECOMMUNICATIONS SERVICES, INC.
77 North Washington Street
Boston, MA 02114
FAX: 617-720-0803
Attention: Vice President, Sales
FOUR MEDIA COMPANY
2813 West Alameda Avenue
Burbank, CA 91505
FAX: 818-840-7286
Attention: John Donlon
AGREED: AGREED:
FOUR MEDIA COMPANY GLOBAL ACCESS TELECOMMUNICATIONS
SERVICES, INC.
By: /s/ John Sabin By: /s/ Jack Morse
----------------------------- -------------------------------------
Title: Executive Vice President Title: Pres + CEO
-------------------------- ----------------------------------
Date: 4/12/96 Date: 4/12/96
--------------------------- -----------------------------------