Exhibit 10.22
TRANSPONDER LICENSES AGREEMENT
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THIS TRANSPONDER LICENSES AGREEMENT is made and entered effective as of the
1st day of January, 1995, by and between Jones Space Segment, Inc. ("Space
Segment"), Jones Infomercial Networks, Inc. ("JIN") and Jones Computer Network,
Ltd. ("JCN").
RECITALS
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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
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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. Licenses. Space Segment hereby grants to each of the Networks a
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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
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shall continue, unless otherwise terminated by Space Segment, through December
31, 2004.
3 Payments. Space Segment shall receive from each full-time Network the
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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
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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
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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.
JONES SPACE SEGMENT, INC.,
a Colorado corporation
By:/s/ Glenn R. Jones
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JONES INFOMERCIAL NETWORKS, INC.,
a Colorado corporation
By:/s/ Gregory J. Liptak
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JONES COMPUTER NETWORK, LTD.,
a Colorado corporation
By:/s/ Elizabeth Steele
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14295
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Jones Space Segment, Inc.
Schedule A
MONTHLY AMOUNT WITH THE FOLLOWING NUMBER OF NETWORKS
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CALENDAR ANNUAL MONTHLY
YEAR AMOUNT AMOUNT ONE TWO THREE FOUR FIVE SIX
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1995 2,425,350 202,113 202,113 101,056 67,371 50,528 40,423 33,685
1996 2,556,450 213,038 213,038 106,519 71,013 53,259 42,608 35,506
1997 2,687,550 223,963 223,963 111,981 74,654 55,991 44,793 37,327
1998 2,818,650 234,888 234,888 117,444 78,296 58,722 46,978 39,148
1999 2,949,750 245,813 245,813 122,906 81,938 61,453 49,163 40,969
2000 3,080,850 256,738 256,738 128,369 85,579 64,184 51,348 42,790
2001 3,211,950 267,663 267,663 133,831 89,221 66,916 53,533 44,610
2002 3,343,050 278,588 278,588 139,294 92,863 69,647 55,718 46,431
2003 3,474,150 289,513 289,513 144,756 96,504 72,378 57,903 48,252
2004 3,605,250 300,438 300,438 150,219 100,146 75,109 60,088 50,073
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