EXHIBIT 10.4
TECHNICAL SERVICES AGREEMENT
THIS TECHNICAL SERVICES AGREEMENT (THIS "AGREEMENT") IS MADE AND ENTERED INTO AS
OF JANUARY 30TH, 2003 BY AND BETWEEN PRAMER S.C.A., AN ARGENTINE CORPORATION
("PRAMER"), LATIN AMERICA MEDIA DISTRIBUTION S.C.A., AN URUGUAYAN CORPORATION
(LAMD), AND CROWN MEDIA INTERNATIONAL, LLC, A DELAWARE LIMITED LIABILITY COMPANY
("CMI").
RECITALS
WHEREAS, Pramer acknowledges that CMI and LAMD have entered into a license
agreement (the "License Agreement"), pursuant to which CMI has given LAMD the
right to represent CMI in the distribution in the Territory (as hereinafter
defined) of a general entertainment television Channel currently named the
"Hallmark Channel", consisting generally of 24 hours of programming, feature
series, motion pictures and interstitials (the "Channel").
WHEREAS, in order to carry out the distribution, transmission and exhibition of
the Channel in the Territory, CMI requires that Pramer provides to CMI certain
services relating to the handling of transmission tapes and other materials, as
well as services for the satellite transmission of the Channel in the Territory.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereafter set forth, the parties hereby agree as follows:
AGREEMENT
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS. In this Agreement the following words and expressions
shall have the following meanings:
"Affiliate" shall mean any Person that, through itself or one or more Systems,
transmits the Channel to subscribers by means of a Pay Television Service in the
Territory pursuant to an Affiliation Agreement issued by LAMD or CMI, whether or
not such Person has actually executed a written document evidencing the
Affiliation Agreement.
"Affiliation Agreement" shall mean a license or other form of permission granted
by CMI or LAMD, on behalf of CMI, to an Affiliate for the purpose of authorizing
such Affiliate to transmit the Channel to subscribers.
"Business Day" shall mean any day other than a Saturday, Sunday or a day on
which banking institutions in Argentina, Uruguay or Denver are authorized or
obligated by law or executive order to close.
"Channel" shall have the meaning set forth in the recitals to this Agreement.
"Channel Programs" shall mean all television programs, theatrical motion
pictures, made for television movies, animated shorts or features, sport
programming and any other audio/visual programming acquired or produced by CMI
and which are selected by CMI, in its sole discretion, and included as part of
the Channel.
"Commercial/s" shall mean any paid advertising message (other than
"interstitials") to promote products or services.
"Confidential Information" has the meaning set forth in Section 7.
"Exhibit"/"Exhibition" shall mean the diffusion, distribution, telecast,
transmission, broadcast,
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exhibition, projection, performance or display, in whole or in part, of the
Channel.
"Home Video" shall mean prerecorded videocassettes and videodiscs and any other
similar devices, now known or hereafter developed, embodying audio/visual
programming intended primarily for non-public Exhibition by means of a playback
device which causes a visual image to be seen.
"Interest Rate" shall mean two percent (2%) above the then prevailing annual
rate of interest publicly announced by Citibank, N.A., or its successors and
assigns, in the city of New York, New York, as its prime rate per annum,
compounded monthly.
"Interstitial" shall mean any advertisement, promotion or other channel brand or
programming identification and bumpers relating to the Channel itself or any
Channel Program thereof.
"License Agreement" shall have the meaning set forth in the recitals to this
Agreement.
"Mastering Material/s" shall mean those items provided by CMI and to be used in
the preparation of Transmission Tapes, which include a submaster of all Channel
Programs, Commercials, and Interstitial material, scripts, music and effects
tracks and cue sheets, or as the parties hereto may otherwise agree.
"Pay Television Service" shall mean the television Exhibition of films or other
programming to residences or commercial establishments in the Territory, by
means of cable, wire or fiber of any material, satellite master antenna, single-
and multi- channel multi-point distribution (so-called "MDS" and "MMDS"), DBS,
DTH or other forms of direct to consumer satellite transmission, any scrambled
terrestrial broadcast systems other than Exhibition by means of Standard
Broadcast Television, Home Video and theatrical and non-theatrical Exhibition.
Pay Television Channel shall not include pay-per-day, pay-per-view or
pay-per-show Exhibition.
"Person" shall mean any individual, corporate entity, partnership, joint
venture, organization or other entity, firm or governmental agency.
"Standard Broadcast Television System" shall mean the Exhibition of television
channels or stations by means of non-scrambled VHF or UHF television broadcast,
the video and audio portions of which are intelligibly receivable without charge
(apart from amounts, if any, payable for the right to use a television set) by
means of standard home roof-top or televisions antennas.
"System" shall mean a Person which utilizes a method, whether analogue or
digital, of distributing Pay Television Services for reception by a television
monitor in the Territory.
"Taxes" has the meaning set forth in Section 3.3.
"Territory" shall mean Mexico, Central and South America, but excluding
Argentina, Uruguay and Paraguay and any areas traditionally considered part of
the United States broadcast territory.
"Technical Services" shall mean the Services set forth in Section 2 of this
Agreement.
"Service Fee" has the meaning set forth in Section 3.1.
"Transmission Tapes" shall mean the pre-recorded media on which Mastering
Materials are recorded and which are used for the satellite transmission of the
Channel to Affiliates.
2. TECHNICAL SERVICES TO BE PROVIDED.
2.1 Upon the execution of this Agreement Pramer will provide CMI, the
following resources and Services (together with the Services described
in Section 2.2., 2.3. and 2.4. individually a "Technical Service" and
collectively, the "Technical Services");
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(STAMP) /s/ CM
(a) performing all necessary checks on Mastering Materials
provided to Pramer by or on behalf of CMI, for technical
quality and timing in accordance with CMI specifications, and
promptly reporting any defects or other problems to provider
or licensor of the applicable Mastering Materials and to CMI;
(b) subtitling of Mastering Materials where necessary and subject
to any consents or approvals required pursuant to any
applicable agreement and applicable guidelines supplied by
CMI. If it is requested by CMI, the subtitles will be supplied
in "screen" format. Pramer does not (nor does any third party)
acquire any proprietary rights as a result of the operation of
this section in relation to the Mastering Materials
(including any dubbed or subtitled material). Any such
materials shall remain (or, immediately upon creation, shall
become and thereafter remain) the property of CMI.
(c) undertaking all Services connected with "mastering" the
Mastering Materials supplied by or on behalf of CMI and all
tasks (including any production and post-production Services)
to prepare Transmission Tapes for the Channel, including the
compilation of Channel Programs and Interstitials;
(d) providing appropriate library space for all tape materials,
and providing, in connection therewith, appropriate security
facilities and personnel, and log in, log-out requirements and
using commercially reasonable efforts to prevent the theft,
pirating, unauthorized reception or exhibition, copying or
duplication of the Mastering Materials;
(e) producing and distributing appropriate scheduling materials;
(f) at the direction of CMI, providing all production and
post-production Services necessary to create Interstitials (to
the extent such Interstitials are not provided by CMI) and the
"look" of the Channel including, without limitation, design
and development of any logos, promotional material and other
"filler" material. CMI shall make available to Pramer any
trailers for programming included in the Channel and
Interstitials using the "Hallmark" name which CMI has rights
and access to for use by Pramer in preparing Interstitials and
other promotional materials for the Channel. CMI shall have
the right (but not the obligation) to provide Interstitials,
logos and other materials to Pramer which, at the direction of
CMI, shall be included in the Channel;
(g) integrating all Mastering Materials into the Transmission
Tapes for the Territory and delivering the Transmission Tapes
to the uplink point for transmission as provided herein to CMI
using Pramer's backhaul satellite capacity; and
(h) providing such other Services which CMI reasonably considers
to be necessary or advisable to produce the Channel in a first
class manner comparable to other general entertainment
programming Channels.
2.2 With the prior written consent of CMI, which shall not be unreasonably
denied or insofar it is in accordance with standards provided in
advance by CMI, Pramer may assign particular aspects of its Technical
Services, subcontract, and/or utilize its suppliers or third parties in
order to perform part of such Technical Services (current Pramer agents
and suppliers to the extent previously discussed with and approved by
CMI are considered to be "authorized").
2.3 Under this Services Agreement, Pramer will produce and assemble three
different feeds of the Channel, one for Brazil, one for Mexico and one
for Latin America, except Argentina, Uruguay and Paraguay, that shall
be distributed from CMI's satellite capacity on PanamSat Pas-9 (the
"CMI Transponder"). CMI will receive the feeds from Pramer's satellite
capacity, encode them and uplink these feeds to the CMI Transponder for
reception by the Affiliates in the Territory. CMI will be responsible
for supplying the necessary decoders and other equipment needed by
Affiliates in the Territory for reception of the Channel.
(STAMP) /s/ CM
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For the purposes of this Agreement, a "first-class television Channel" refers,
at any given time, to the quality of the Channel as transmitted in 2002 by CMI.
2.4 In order to perform the Technical Services for CMI, Pramer shall:
(a) comply with all applicable Argentine laws, rules and
regulations with respect to the Technical Services provided
hereunder and, where it deems appropriate use its reasonable
efforts to challenge, seek and appeal concerning, protest or
seek exemption from any of the foregoing; and
(b) promptly handle complaints and requests regarding the
Technical Services from any governmental or regulatory
entities and notify CMI of any such complaint or request.
2.5 CMI shall have the right to review all Channel Programming,
Interstitials, logos and other materials to be used as part of the
Channel (other than that supplied by CMI and Commercials). All Channel
Programming (other than that supplied by CMI and Commercials),
Interstitials, logos, and promotional materials, shall be developed,
created and included in the Channel in accordance with guidelines,
style manuals and tool kits provided by CMI.
3. SERVICE FEES/PAYMENT.
3.1 SERVICE FEE. As compensation for Pramer's performance of the Technical
Services under this Agreement, including all costs incurred in
connection with the Technical Services, CMI shall pay to Pramer the
service fees set forth in the Exhibit A ("Service Fees"). Payments by
CMI, shall be made within 15 days after the end of each month, to the
following account (which may change from time to time as notified by
Pramer);
CITIBANK N.A., NEW YORK
111 WALL STREET, 19TH FLOOR
NEW YORK, N.Y. 10043 U.S.A.
ABA #021000089
SWIFT CODE: CITIUS33
BENEFICIARY: PRAMER S.C.A.
BENEFICIARY ACCOUNT: 36228824
3.2 INTEREST. All past due payments in respect of the Service Fee shall
bear interest at the Interest Rate from the due date of such payment to
and including the date on which payment is made to Pramer in full,
including such interest accrued thereon.
3.3 TAXES. Except as provided below, all payments hereunder will be made
free and clear of, and without deduction or withholding for, any
present or future taxes, value-added taxes, levies, imposts, duties,
fees, assessments or other charges of whatever nature now or hereafter
imposed by any jurisdiction or by any political subdivision or taxing
authority thereof on the amounts payable hereunder (but excluding, any
tax imposed on or measured by the income of Pramer pursuant to the
Argentinean laws such as the "Impuesto a las Ganancias" and "Impuesto a
los Ingresos Brutos" taxes) and all interest, penalties or similar
liabilities with respect thereto (collectively, "Taxes"). If any Taxes
are so levied or imposed, CMI agrees to pay the full amount of such
Taxes so that every payment of all amounts due hereunder, after
withholding or deduction for or on account of any Taxes, will not be
less than the amount provided for herein. CMI will reimburse Pramer
upon its written request, for the amount of any Taxes or other amounts
described above which are levied or imposed on and paid by Pramer with
the approval of CMI. It is the parties position that no VAT or
"Impuesto al Valor Agregado" tax is payable or need be withheld from
the Service Fees and other payment hereunder since the results of the
Services to be provided by Pramer will be "exported" to CMI in the
United States. Notwithstanding the foregoing, if CMI is required to
deduct or pay Tax with respect to any amounts payable to Pramer under
this Agreement, then CMI shall provide to Pramer a certificate of
deduction of tax so that Pramer can claim the relevant tax credit. If
any Tax payable or
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deductible from payments under this Agreement can be used as a tax
credit against Pramer's income taxes in any jurisdiction, then CMI may
make such payments after deduction of the Tax but shall increase the
payments by a sufficient amount to compensate Pramer for the Tax being
paid earlier than the underlying tax liability would have been payable,
assuming that such an underlying liability arises in respect of the tax
year in which the payment is made. In such case, at the time Pramer is
able to effectively use and realize the benefits of the tax credit, the
amount will be reimbursed or credited to CMI. If any Tax deductible
from payments under this Agreement cannot be used as a Tax credit
against Pramer's income tax or the amount of the Tax cannot otherwise
be recovered by Pramer, then CMI shall increase the amount paid to such
amount as shall result in the same net payment to Pramer. If CMI is
required to increase the payment as described above, then Pramer agrees
to co-operate at CMI's expenses in any actions reasonably required of
CMI to enable CMI to attempt to recover the Tax. CMI will anticipate to
Pramer any and all expenses in relation thereto. CMI shall not be
obligated to provide a certificate of deduction of tax unless Pramer
agrees to repay (or allow the deduction from CMI's payments to Pramer
of) the amount of tax covered by such certificate once it is
effectively credited or used by Pramer, however, Pramer agrees to use
reasonable commercial efforts to take such tax credits where possible
and pass the benefits of the credits on to CMI as provided herein.
4. SUSPENSION OF PERFORMANCE
In addition to the provisions of Section 5 of this Agreement, in the event CMI
defaults in the punctual payment of any Service Fee(s) and/or any other
amount(s) due by CMI to Pramer under this Agreement including interest thereon
(together with any and all reasonable expenses incurred by Pramer in enforcing
its rights in connection with the collection of any Service Fee(s) and related
amounts), and this default continues in effect after CMI has been provided with
written notice of default and thirty (30) days to cure such default. Pramer may
at its option, terminate this Agreement or suspend performance of its
obligations under Section 2 hereof without any liability whatsoever. If Pramer
elects to suspend such performance, the other provisions of this Agreement,
including the rights and the payment obligations provided for in said Section 3
above, shall remain in effect until such time as this Agreement is terminated.
Such suspension shall not be deemed a waiver of Pramer's rights hereunder,
including the right subsequently to terminate this Agreement.
5. TERM AND TERMINATION.
5.1 The term of this Agreement shall commence on March 1st, 2003 and end on
December 31, 2005 (the "Term"). The Term will be automatically renewed
for a two (2)-year period thereafter, unless a prior notification to
the contrary by any party is served upon the other at least 90 days in
advance of the expiration of the original Term.
5.2 This agreement may be terminated by either party, in the event that the
License Agreement is terminated for any reason.
5.3 TERMINATION FOR CAUSE. This Agreement may be terminated by CMI or
Pramer in the event of (i) any material default in, or material breach
of, any of the terms and conditions of this Agreement by the other
party, which default continues in effect after the defaulting party has
been provided with written notice of default and sixty (60) days to
cure such default; (ii) the commencement of a voluntary case or other
proceeding seeking liquidation, reorganization or other relief with
respect to any party or its debts under any bankruptcy, insolvency, or
other similar law now or hereafter in effect, that authorizes the
reorganization or liquidation of such party or its debt or the
appointment of a trustee, receiver, liquidator custodian or other
similar official of it or any substantial part of its property, (iii)
the consent of any of the party to any such relief or to the
appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against it, or (iv) the
making by any of the parties of a general assignment for the benefit of
creditors; or any of the parties becoming insolvent; or any party
taking any corporate action to authorize any of the foregoing. In the
event of any termination
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this Agreement for any reason by either party, all information,
documentation, Mastering Materials, Transmission Tapes and other
materials relating to the Technical Services, Channel Programming,
Interstitials, Commercials and operation of the Channel in the
possession or control of Pramer, will be immediately returned to CMI.
6. FORCE MAJEURE. None of the parties hereto shall be considered in
default or liable for any delay or failure to perform any provision of
this Agreement, if such delay or failure arises out of an Act of God,
acts of public enemy, war, freight embargoes, quarantine restrictions,
unusually severe weather conditions, fires, insurrection, riot or
unavailability of material, utilities and fuel shortages, strikes, and
other causes beyond the reasonable control of the party undergoing the
force majeure conditions. The party who has been so affected shall
promptly give written notice to the other parties and shall use its
best efforts to resume performance. Upon receipt of such notice, all
obligations under this Agreement, shall be immediately suspended for
the duration of such force majeure conditions except for CMI's
responsibility to make payments of accrued Channel Fee(s) and related
amounts. If the Force Majeure continues for a period in excess of 15
days, the party whose performance has not been affected may terminate
this Agreement immediately without further liability.
7. CONFIDENTIALITY. All reports and other proprietary data and material
supplied by any party hereto that are labeled as "Confidential" are and
shall remain the property of such party (the "Confidential
Information"). The parties agree that the Confidential Information
shall not be disclosed to anyone other than authorized personnel,
experts and consultants of each party or as required by law or
regulation, without the written consent of the party owning the
Confidential Information.
8. REPRESENTATIONS AND WARRANTIES. Each one of the parties represents and
warrants that:
(a) it is validly existing and in good standing under the laws of
the jurisdiction of its organization or incorporation and has
the power and lawful authority to own its assets and
properties and to carry on its business as now conducted. Such
party is duly licensed or qualified to do business and in good
standing in each jurisdiction, except where the failure to be
licensed or qualified would not, individually or in the
aggregate, have a material adverse effect on its financial
condition or its ability to perform its obligations hereunder.
(b) each party has or will, throughout the life of this Agreement,
obtain and maintain, in all material respects, all federal,
state and municipal authorizations or permissions necessary
for the performance and to comply, in all material respects,
with all governmental regulations regarding their respective
obligations under this Agreement. The parties will reasonably
cooperate with each other in obtaining and maintaining all
such authorizations or permissions and in complying with all
such regulations.
(c) this Agreement has been duly executed and delivered by such
party and, assuming the due execution and delivery by the
other parties hereto (which are not affiliates of such party),
constitutes the valid and binding obligation of such party,
enforceable in accordance with its terms, except as (i) such
enforceability may be limited by bankruptcy, insolvency,
reorganization or moratorium or other similar laws affecting
the enforcement of creditors' rights generally and (ii) the
availability of equitable remedies may be limited by equitable
principles of general applicability.
(d) the execution and delivery of this Agreement, the consummation
of the transactions contemplated hereunder and the performance
by such party of this Agreement in accordance with its terms
and conditions will not conflict with or result in the breach
or violation of any of the terms or conditions of, or
constitute (or with notice or lapse of time or both would
constitute a default under, (i) the Certificate of
Incorporation, By-laws or documents analogous to the foregoing
documents of such party; (ii) any instrument, contract or
other agreement to which such party is a party or by or to
which it or its assets
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or properties are bound or subject; or (iii) any statute or
any regulation, order, judgment or decree of any court or
governmental or regulatory body, except conflicts, breaches or
violations as to which requisite waivers or consents have been
obtained or which would not, individually or in the aggregate,
materially impair such party's ability to perform its
obligations under this Agreement or have a material adverse
effect on the financial positions of such party; and
(e) there are no actions, suits, proceedings or investigations
pending or, to the knowledge of such party or the affiliates
of such party, threatened against or affecting such party or
the affiliates of such party or their respective properties,
assets or businesses in any court or before or by any
governmental department, board, agency or instrumentality or
arbitrator which could, if adversely determined (or, in the
case of an investigation could lead to any action, suit or
proceeding, which if adversely determined) could reasonably be
expected to materially impair such party's ability to perform
its obligations under this Agreement or to have a material
adverse effect on the financial positions of such party; and
(ii) such party or the affiliates of such party are not in
default, under any applicable order, writ, injunction, decree,
permit, determination or award of any court, any governmental
department, board, agency or instrumentality or arbitrator
which could reasonably be expected to materially impair such
party's ability to perform its obligations under this
Agreement.
(f) That the materials (including Mastering Materials) and
services (including Technical Services) the respective party
supplies under this Agreement will be suitable and will
incorporate all necessary rights necessary for distribution of
the Channel as provided herein and in the License Agreement.
9. INDEMNIFICATION
9.1 Pramer and CMI agree to indemnify and hold each other harmless from and
against any and all direct losses, claims, damages, liabilities, joint
or several (and all actions in respect thereof), caused by, related to
or arising out of (i) a material breach by any such party of its
obligations hereunder, (ii) any claim made under any covenant, warranty
or representation by such party to any third part, (iii) any materials
or services provided by the indemnifying party, or (iv) any such
party's bad faith or willful misconduct related to or arising out of
this Agreement and prior to any termination hereof, and promptly upon
demand thereof to reimburse the other party or parties entitled to be
indemnified as applicable, for all reasonable expenses (including all
interest, penalties, legal and other costs and expenses together with
any Tax thereon) incurred by the said other indemnified party or
indemnified parties in connection with pending or threatened litigation
which the other indemnified party or indemnified parties is/are a
party. The foregoing agreement shall be in addition to any rights that
any indemnified party may have at common law or otherwise. These
indemnification and expense reimbursement provisions are in addition to
any liability which any such party might have to the other party or
parties.
9.2 THIRD PARTY CLAIMS. Neither party makes any warranty, express or
implied, to any Person or entity other than the other party or
its/their permitted successor(s) or assignee(s) hereunder concerning
performance of the Technical Services or the materials provided by that
party as provided and the extent stated in this Agreement.
9.3 EQUITABLE RELIEF. To the extent permitted under applicable law, Pramer
and CMI shall have the right to seek injunctive relief, if necessary,
in order to prevent any of the other parties from willfully breaching
its obligations under this Agreement or to compel such the other party
to perform its obligations under this Agreement.
10. MISCELLANEOUS.
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(STAMP) /s/CM
10.1 ASSIGNMENT. This Agreement may not be assigned by any of the parties
except with the other parties' prior written consent.
10.2 EXERCISE OF RIGHTS, WAIVER. The parties shall not by any act (except by
a written instrument), delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy hereunder or in any breach of
any of the terms and conditions hereof. No failure to exercise, nor any
delay in exercising, on the part of any of the parties, any right,
power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder
shall preclude any other or further exercise thereof of the exercise of
any other right, power or privilege. A waiver by a part of any right or
remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which a party would otherwise have on any future
occasion. The rights and remedies herein provided are cumulative, may
be exercised singly or concurrently and are not exclusive of any rights
or remedies provided by law.
10.3 AMENDMENTS. This Agreement shall not be modified except by a writing
signed by all parties hereto.
10.4 INDEPENDENT CONTRACTORS. The relationship of Pramer and CMI hereunder
shall be that of independent contractors. Nothing herein shall be
construed to constitute a partnership between or joint venture of
Pramer and CMI nor shall either of them be deemed the agent of the
other or have the right to bind the other in any way without the prior
written consent of the other.
10.5 ENTIRE AGREEMENT. This Agreement contains the entire understanding of
the parties with respect to the subject matter hereof, and there are
no promises, undertakings, representations or warranties by any party
relative to subject matter hereof not expressly set forth or referred
to herein.
10.6 TRADEMARKS. CMI will authorize Pramer to use, to the fullest extent
which may be necessary and permitted under CMI licenses with Hallmark
Cards, Inc. or other third parties, any and all trademarks owned or
licensed by CMI, and CMI created branding and intellectual property
rights, which may be required for use in connection with the Technical
Services, in accordance with standards provided by CMI.
10.7 CMI REPRESENTATIVES. CMI will appoint up to two representatives or
employees (the "CMI Representatives") who will be available on Pramer
premises for purposes of providing the necessary guidelines,
consultation and approvals required from CMI.
10.8 GOVERNING LAW/SUBMISSION TO JURISDICTION. This Agreement will be
governed by and construed and enforced in accordance with the laws of
the State of California, regardless of the laws that might otherwise
govern under applicable California principles of conflicts of law. Each
of the Parties will irrevocably and unconditionally (i) submit itself
in any legal action or proceeding relating to the Agreement to the
exclusive jurisdiction or for recognition and enforcement of any
judgment in respect thereof to the no-exclusive general jurisdiction,
of the courts of the State of California and appellate courts from any
thereof; (ii) consent that any such action or proceeding may be brought
in such courts and waive any objection that it may now or thereafter
have to the venue of any such actions or proceeding was brought in an
inconvenient court and agree not to plead or claim the same; (iii)
agree that service or process in any such action or proceeding will be
in accordance with the laws of the State of California; and (iv) waive
in connection with any such action any and all rights to a jury trial.
10.9 NOTICES. Any notice, consent, authorization, approval or other
communication required to be given under this Agreement must be in
writing and sent via facsimile with a copy by certified mail (return
receipt requested) or courier addressed to the other party at its
address indicated below (or at such other address as may hereafter be
given by such party). Notice shall be effective upon receipt of the
facsimile transmission or hand delivery.
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(STAMP) /s/CM
CMI:
6430 South Fiddlers Green Circle
Suite 500
Greenwood Village, CO 80111
Attn: Chief Executive Officer
CC: Legal Department
Facsimile: 303-221-3779
Pramer:
Bonpland 1745
Buenos Aires (1414) Argentina
Attention: General Manager
Fax: (5411) 4778-6584
10.10 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all
of which together shall be deemed to be one and the same instrument.
10.11 SURVIVAL. All representations, warranties and indemnifications
contained in this Agreement shall survive the signing, delivery and
performance of this Agreement, any investigations made by or on behalf
of any of the parties and the expiration of this Agreement.
10.12 HEADINGS. Section headings contained in this Agreement are inserted for
convenience only and shall not in any way affect the interpretation of
this Agreement.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE DULY
EXECUTED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
PRAMER S.C.A.
By: /s/ CLAUDIO A. BEVILAPAPUA By: /s/ MARCELO BOMBAU
-------------------------- -------------------
AUTHORIZED OFFICER AUTHORIZED OFFICER
CLAUDIO A. BEVILAPAPUA MARCELO BOMBAU
ABODERADO ATTORNEY IN FACT
LATIN AMERICA MEDIA DISTRIBUTION S.C.A.
By: /s/ CLAUDIO A. BEVILAPAPUA
--------------------------
AUTHORIZED OFFICER
CROWN MEDIA INTERNATIONAL, LLC
By: /s/ RUSSELL GIVENS
------------------
RUSSELL GIVENS
PRESIDENT AND CEO
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EXHIBIT A
SERVICE FEES
AMOUNTS IN US DOLLARS
MONTHLY BASIS STARTING ON MARCH 2003
OPERATING EXPENSES
- - SECTION 2.1. (a)
- - SECTION 2.1. (c)
- - SECTION 2.1. (d)
- - SECTION 2.1. (e)
- - SECTION 2.1. (g)
$21,300
TRANSPONDER AND OPERATION
- - SECTION 2.3.
$35,000
PROMOTIONS AND INTERSTITIALS
- - SECTION 2.1. (f)
$26,000
SUB-TOTAL $82,300
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SUBTITLE (ENGLISH-PORTUGUESE)
- - SECTION 2.1. (b) $2.3 PER MINUTE
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