Exhibit 10.25
TRANSPONDER LICENSES AGREEMENT
------------------------------
THIS TRANSPONDER LICENSES AGREEMENT is made and entered effective as of the
1st day of January, 1995, by and between Jones Satellite Holdings, Inc.,
("Satellite Holdings"), Jones Galactic Radio, Inc. ("JGR") and Mind Extension
University, Inc. ("ME/U").
RECITALS
--------
A. Satellite Holdings has entered into that certain G-5 Satellite
Transponder Service Agreement dated August 30, 1989, between Hughes
Communications Galaxy, Inc. ("Hughes") and itself (the "Transponder Agreement").
B. Pursuant to the Transponder Agreement, Satellite Holdings is entitled
to use Transponder No. 21, on domestic communications satellite G-5 (the
"Transponder") on a full-time basis.
C. JGR and ME/U require use of the Transponder and Satellite Holdings
desires to accommodate such usage, all according to the terms and conditions of
this Agreement.
D. JGR and ME/U 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. Satellite Holdings 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 May 7,
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. Partial months shall be pro-rated.
4. Termination. This Agreement may be terminated as to a Network at any
-----------
time by Satellite Holdings by giving such Network at least thirty (30) days
prior written notice of its desire to terminate this Agreement; provided,
however, that Satellite Holdings 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 Satellite Holdings in the event that Hughes
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.
JONES SATELLITE HOLDINGS, INC.,
a Colorado corporation
By: /s/ Glenn R. Jones
------------------------------
JONES GALACTIC RADIO, INC.,
a Colorado corporation
By: /s/ Gregory J. Liptak
------------------------------
MIND EXTENSION UNIVERSITY, INC.
a Colorado corporation
By: /s/ Gregory J. Liptak
------------------------------
14410
-2-
JONES SATELLITE HOLDINGS, INC.
SCHEDULE A
Monthly Amount Due From
-----------------------
Calendar Annual Monthly
Year Amount Amount JGR MEU
- ----------------- ------------- ------- ---------- -----------
1995 2,785,200 232,100 58,025 174,075
1996 2,785,200 232,100 58,025 174,075
1997 2,785,200 232,100 58,025 174,075
1998 2,785,200 232,100 58,025 174,075
1999 2,785,200 232,100 58,025 174,075
2000 2,785,200 232,100 58,025 174,075
2001 2,785,200 232,100 58,025 174,075
2002 2,785,200 232,100 58,025 174,075
2003 2,785,200 232,100 58,025 174,075
2004 928,400 77,367 19,342 58,025
-3-