Abc Family Worldwide Inc – IPO: ‘S-1/A’ on 2/20/98 – EX-10.55

As of:  Friday, 2/20/98   ·   Accession #:  944209-98-396   ·   File #:  333-12995

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 2 to Form S-1                          234   1.43M 
 2: EX-10.19    Home Video Rights Acquisition Agreement               48    225K 
 3: EX-10.31    Second Amended and Restated Credit Agreement         154    564K 
 4: EX-10.32    Letter Amendment No. 1 to Amended Credit Agreement     7     24K 
 5: EX-10.45    Exchange Agreement Dated 8/1/97                        7     31K 
 6: EX-10.47    Subordinated Note Agreement Dated 7/31/97             46    157K 
 7: EX-10.49    Amendment to Affiliation Agreement Dated 6/11/97       6     17K 
 8: EX-10.50    Letter of Amendment Dated 5/16/96                     11     35K 
 9: EX-10.51    Program Time Agreement Dated 1/5/90                   17     54K 
10: EX-10.52    Family Channel Affiliation Agreement                  21     55K 
11: EX-10.53    Amendment to Affiliation Agreement                     2     14K 
12: EX-10.55    Transponder Purchase Agreement for Galaxy V           34    146K 
13: EX-10.56    Satellite Transponder Sales Agreement                 77    109K 
14: EX-10.57    Amendment No. 1 to Transponder Sales Agreement         2     10K 
15: EX-10.58    Amendment No. 2 to Transponder Sales Agreement         3     10K 
16: EX-10.59    Letter of Amendment Dated 9/30/91                      2±    10K 
17: EX-10.60    Amendment No. 4 to Transponder Sales Agreement         5     21K 
18: EX-23.2     Consent of Ernst & Young                               1      9K 
19: EX-23.3     Consent of Kpmg                                        1      7K 

EX-10.55   —   Transponder Purchase Agreement for Galaxy V
Exhibit Table of Contents

EX-10.55
1st Page of 34
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
        Portions of this exhibit have been deleted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential       
treatment.  The redacted portions are identified by brackets with the character 
"*" indicating deleted information.                                             

EX-10.55
2nd Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 2nd
                                                                   EXHIBIT 10.55

TRANSPONDER PURCHASE AGREEMENT  

FOR GALAXY V

BETWEEN 

HUGHES COMMUNICATIONS GALAXY, INC.

AND 

INTERNATIONAL FAMILY ENTERTAINMENT, INC.

EX-10.55
3rd Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 3rd
                                            [*] CONFIDENTIAL TREATMENT REQUESTED

                                                        [Enlarge/Download Table]


                             TABLE OF CONTENTS                                                               

                                                                                                        Page 
                                                                                                        ---- 
                                                                                                             
1. THE SATELLITES.......................................................................................  1  

   1.01  Satellites.....................................................................................  1  
   1.02  Scheduled Launch and Delivery Dates............................................................  1  
   1.03  Transponders...................................................................................  2  
   1.04  Hybrid Satellites..............................................................................  2  
   1.05  Specifications and Components..................................................................  2  

2. PURCHASE AND SALE OF TRANSPONDERS....................................................................  2  

3. PURCHASE PRICE AND PAYMENT SCHEDULE..................................................................  3  

   3.01  Purchase Price Components Description..........................................................  3  
   3.02  Purchase Price Component Amount................................................................  3  
   3.03  Place of Payment...............................................................................  4  
   3.04  Prompt Repayment...............................................................................  4  

4. DELIVERY AND RELATED MATTERS.........................................................................  4  

   4.01  Delivery.......................................................................................  4  
   4.02  Ownership, Title and Assumption of Risk........................................................  5  
   4.03  Acceptance.....................................................................................  5  
   4.04  [*]............................................................................................  5  
   4.05  [*]............................................................................................  5  
   4.06  [*]............................................................................................  5  
   4.07  [*]............................................................................................  6  
   4.08  [*]............................................................................................  7  
   4.09  [*]............................................................................................  7  
   4.10  [*]............................................................................................  8  
   4.11  [*]............................................................................................  8  
   4.12  [*]............................................................................................  9  
   4.13  Entitlement to Usage...........................................................................  9  

5. REPRESENTATIONS AND WARRANTIES....................................................................... 10  

   5.01  Authority, No Breach........................................................................... 10  
   5.02  Corporate Action............................................................................... 10  
   5.03  Consents....................................................................................... 10  
   5.04  Litigation..................................................................................... 11  
   5.05  No Broker...................................................................................... 11  

i 

EX-10.55
4th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 4th
                                                        [Enlarge/Download Table]

                              TABLE OF CONTENTS                                                               

                                                                                                          Page
                                                                                                          ----
                                                                                                              
6.  ADDITIONAL REPRESENTATIONS, WARRANTIES AND OBLIGATIONS OF HCG........................................  11 

    6.01   Authorization Description.....................................................................  11 
    6.02   Transponder Performance Specifications........................................................  11 
    6.03   Title.........................................................................................  11 
    6.04   Government Regulations........................................................................  11 
    6.05   Not a Common Carrier..........................................................................  12 
    6.06   TT&C..........................................................................................  12 
    6.07   Transponder Customers.........................................................................  12 
    6.08   Transfers by HCG..............................................................................  12 

7.  ADDITIONAL REPRESENTATIONS, WARRANTIES AND OBLIGATIONS OF BUYER......................................  12 

    7.01   Transponder Usage.............................................................................  12 
    7.02   Non-Interference..............................................................................  13 
    7.03   Government Regulations........................................................................  13 

8.  PREEMPTIVE RIGHTS AND INSPECTION OF FACILITIES.......................................................  13 

9.  TRANSPONDER SPARES, RESERVE TRANSPONDERS AND RETAINED PRIMARY TRANSPONDERS...........................  14 

    9.01   Use of Transponder Spares.....................................................................  14 
    9.02   Use of Reserve Transponders...................................................................  14 
    9.03   Simultaneous Failure -- Priority with Respect to Use of Transponder Spares....................  15 
    9.04   Simultaneous Failure -- Priority with Respect to Use of Reserve Transponders..................  15 
    9.05   HCG's Ownership of Primary Transponders.......................................................  15 
    9.06   Notice of Intent to Substitute a Reserve Transponders.........................................  16 

10. TERMINATION RIGHTS...................................................................................  16 

    10.01  Termination by Buyer..........................................................................  16 
    10.02  Termination by HCG............................................................................  17 
    10.03  HCG's Right to Sell if Non-Payment............................................................  17 
    10.04  Prompt Repayment..............................................................................  17 
    10.05  Termination of Buyer or HCG...................................................................  17 

11. FORCE MAJEURE........................................................................................  17 

    11.01  Failure to Delivery...........................................................................  17 

ii  

EX-10.55
5th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 5th
                                            [*] CONFIDENTIAL TREATMENT REQUESTED

                                                        [Enlarge/Download Table]

                              TABLE OF CONTENTS                                                             

                                                                                                        Page
                                                                                                        ----
                                                                                                            
    11.02   Failure of Performance..................................................................... 18  

12. LIMITATION OF LIABILITY/BREACH OF WARRANTY......................................................... 18  

    12.01   Liability of HCG........................................................................... 18  
    12.02   Confirmed Failure.......................................................................... 18  
    12.03   Repayment for Failed Transponder........................................................... 19  
    12.04   Limitation of Liability.................................................................... 19  
    12.05   Obligations of Buyer to Cooperate.......................................................... 20  
    12.06   Scheduled Delivery Date.................................................................... 20  

13. LIMITATIONS ON TRANSFER BY BUYER................................................................... 20  

    13.01   Transfers Generally........................................................................ 20  
    13.02   Transfer After Delivery.................................................................... 21  
    13.03   [*]........................................................................................ 22  
    13.04   Affiliate.................................................................................. 22  

14. ENFORCEMENT OF USAGE RESTRICTIONS.................................................................. 22  

    14.01   Buyer's Restrictions....................................................................... 22  
    14.02   HCG's Enforcement Rights................................................................... 22  

15. PROGRESS REPORTS, INSPECTIONS AND ACCESS TO WORK IN PROGRESS....................................... 22  

    15.01   Progress Reports........................................................................... 22  
    15.02   Inspection Rights of Buyer................................................................. 23  
    15.03   Access to Work in Progress and Selection of Transponders................................... 23  
    15.04   After Delivery Reports..................................................................... 23  

16. CONFIDENTIALITY AND PRESS RELEASES................................................................. 23  

    16.01   Confidential Information................................................................... 23  
    16.02   Press Releases............................................................................. 24  

17. DISPOSITION OF SATELLITE........................................................................... 24  

    17.01   Post-Warranty Period....................................................................... 24  
    17.02   Disposition of Satellite................................................................... 24  

iii 

EX-10.55
6th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 6th
                                                        [Enlarge/Download Table]

                        TABLE OF CONTENTS                                                             

                                                                                                  Page
                                                                                                  ----
                                                                                                      
18. DOCUMENTS.................................................................................... 25  

19. CONFLICTS.................................................................................... 25  

20. MISCELLANEOUS................................................................................ 25  

    20.01   Interest............................................................................. 25  
    20.02   Applicable Law and Entire Agreement.................................................. 25  
    20.03   Notices.............................................................................. 25  
    20.04   Severability......................................................................... 26  
    20.05   Taxes................................................................................ 27  
    20.06   Successors........................................................................... 27  
    20.07   Headings............................................................................. 27  
    20.08   Survival of Representatives and Warranties........................................... 27  
    20.09   No Third-Party Beneficiary........................................................... 27  
    20.10   Non-Waiver of Breach................................................................. 27  
    20.11   Counterparts......................................................................... 28  

EXHIBITS                                                                        

A    Spacecraft Replacement Plan                                      

B.1  Transponder Performance Specifications: Galaxy V                 

B.2  Transponder Performance Specifications: Galaxy Backup            

C    Descriptions of Transponders                                     

D    Monthly Lease Rate Calculation                                   

E    Transponder Customer Lint                                        

F    Agreed Uses                                                      

G    Description of Transponder Spares                                

iv  

EX-10.55
7th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 7th
                                            [*] CONFIDENTIAL TREATMENT REQUESTED

   This agreement (the "Agreement") is made and entered into as of this 23rd
day of January, 1992 (the "Execution Date"), by and between Hughes Communication
Galaxy, Inc. ("HCG") a corporation organized and existing under the laws of the 
State of California, and International Family Entertainment, Inc. ("Buyer"), a  
corporation organized and existing under the laws of the State of Delaware:     

RECITALS
--------

WHEREAS, HCG intends to construct, launch and operate a number of     
satellites, each containing C-Band capacity and desires to sell transponders on 
such satellites; and                                                            

WHEREAS, Buyer desires to purchase and HCG desires to sell certain    
transponders on one of such satellites.                                         

AGREEMENT 
--------- 

     NOW, THEREFORE,  in consideration of the mutual promises set forth below,
HCG and Buyer hereby mutually agree as follows:                                 

1.   THE SATELLITES                                                             
--------------                                                        

  1.01 Satellites.  HCG shall [*] a minimum of [*] referred to hereinafter
----------                                                  
as [*] HCG plans to launch certain other satellites to be located at the orbital
positions listed on Exhibit A or at such other positions as to which such       
satellites, or their [*] in the event of a [*] may be assigned by the Federal   
Communications Commission ("FCC") (with all such satellites hereinafter referred
to as the "Galaxy Fleet"). "Satellite" shall mean any one of the Galaxy Fleet   
satellites.                                                                     

1.02 Scheduled Launch and Delivery Dates.  The proposed launch plan,  
-----------------------------------                         
orbital positions, Spacecraft Replacement Plan and the "Scheduled Launch Dates" 
of the Two Satellites are set forth on Exhibit A.  HCG shall use its reasonable 
best efforts to make Delivery (as defined in Section 4.01) no later than 60 days
after the Scheduled Launch Dates (the "Scheduled Delivery Dates").  HCG shall   
use its reasonable best efforts to cause the launches to occur on or about the  
Scheduled, Launch Dates and Delivery to occur on or about the Scheduled Delivery
Dates, provided, however, that HCG shall have the right to determine, in its    
sole discretion which launch vehicles to use, HCG shall have the right to change
each of the Scheduled Launch Dates as required by the availability of launch    
reservations and by such other events as HCG determines require changes in such 
dates, and HCG shall not be required to pay for launch services at commercially 
unreasonable rates, based on prevailing launch market rates, to obtain a        
particular launch date.  The Scheduled Deliver) Dates shall not change as a     
result of any change in the Scheduled Launch Dates. HCG shall have the right to 
use earlier launch dates for either of the Two Satellites; provided, however,   
that Delivery for any of Buyer's Transponders (as defined in Section 2) shall   
not be accelerated by more than three (3) months without the consent of Buyer   
unless otherwise agreed by the parties.  If HCG                                 

1 

EX-10.55
8th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 8th
                                            [*] CONFIDENTIAL TREATMENT REQUESTED

does not make Delivery on the Scheduled Delivery Date, it shall use its         
reasonable best efforts to make Delivery as soon thereafter as possible. The    
actual date of Delivery of Buyer's Transponders shall be called the "Delivery   
Date." Notwithstanding anything elsewhere in this Agreement to the contrary, the
parties acknowledge that HCG cannot, and shall not, be obligated to Deliver     
Transponders on Galaxy V or move [*] the assigned orbital position of Galaxy V  
until Westar V has been removed or retired from its assigned orbital position.  

    1.03 Transponders.  Each of the Two Satellites shall have twenty four (24)
------------                                                
C. Band transponders (the "Transponders"). Twenty-two (22) of the Transponders  
on Galaxy V shall be designated "Primary."  The remaining two (2) Transponders  
on Galaxy V shall be designated as "Reserve".  "Primary Transponders" shall mean
Transponders which are not preemptible and as to which the "Owners" of the      
Transponders, if a "Confirmed Failure" (as hereafter defined) occurs, shall have
the right to preempt a Reserve Transponder in accordance with Section 9.02.     
"Reserve Transponders" shall mean Transponders which shall be preemptible in    
accordance with Section 9.02, by Owners of Primary Transponders located on the  
same Satellite that have suffered a Confirmed Failure. Each such Satellite also 
shall have six (6) "Transponder Spares," as defined in Section 9.01.  All of    
Galaxy Backup's twenty. four (24) C-Band Transponders shall be preemptible in   
order to satisfy HCG's backup obligations set forth in Section 4.  As used in   
this Agreement, "Owner" shall include the actual owner of a Transponder,        
including HCG if there remain any, unsold Transponders, or any permitted        
assignee of such owner's Transponder, or any lessee or licensee of HCG's with a 
term of usage of eight (8) or more years (a "Long Term Lease").  The term       
"purchase" shall include the execution of an agreement with HCG for a Long Term 
Lease.                                                                          

   1.04 Hybrid Satellites.  If HCG uses a hybrid Satellite (i.e. a Satellite
-----------------                                           
containing both Kn-Band and C-Band capacity), then the owners or users of the   
Ku-Band capacity on any such hybrid Satellite shall have no rights whatsoever to
use the Transponder Spares, the Reserve Transponders or any other part of the C-
Band payload on such hybrid Satellite.                                          

1.05 Specifications and Components.  Exhibit B.1 sets forth the       
-----------------------------                               
"Transponder Performance Specifications", defined as certain technical          
specifications for the Transponders on Galaxy V, including values for each      
Transponder for polarization isolation, interference between Transponders,      
frequency response, group delay, amplitude non-linearity, spurious outputs,     
phase shift, cross talk. stability, transmit EIRP, uplink saturation flux       
density, and G/T.  Exhibit B.2 lists "Transponder Performance Specifications"   
for Galaxy Backup.  ACG shall make copies of the antenna range gain contour test
data available to Buyer.  Exhibit C sets forth a list of the Satellite          
components which constitute the Transponders to be purchased by Buyer.          

2.   PURCHASE AND SALE OF TRANSPONDERS                                          
---------------------------------                                     

  HCG shall sell, and Buyer shall purchase one (1) Primary Transponders on
Galaxy V ("Buyer's G-V Transponders" or "Buyer's Transponders"), all of which   
are on a "Delivered"                                                            

2 

EX-10.55
9th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 9th
                                            [*] CONFIDENTIAL TREATMENT REQUESTED

and "Fully Warranted" basis (as each such term is defined in Sections 4.0l and  
6.02. respectively).                                                            

3.   PURCHASE PRICE AND PAYMENT SCHEDULE                                        
-----------------------------------                                   

     3.01 Purchase Price Components Description.  The purchase price for each of
-------------------------------------                       
Buyer's Transponders shall consist of a [*] The payment for each of the these   
Components by Buyer is mandatory, although one such component has a payment     
option to be chosen by Buyer. The services to be provided by HCG in return for  
Buyer's payment of the Purchase Price Components are described in other sections
of this Agreement. All prices set forth are on a per Transponder basis.         

3.02 Purchase Price Component Amount.  The Purchase Price Components  
-------------------------------                             
payment terms and certain refunds for each of Buyer's Transponders shall be as  
follows:                                                                        

[*] Any change hereafter in the Schedule Launch Date shall not affect 
payment schedule.                                                               

[*] Payments for a partial month shall be pro-rated. If one of Buyer's
Transponders becomes a Failed Transponder (as defined in Section 12.01), then   
the [*] fee shall cease as to such Failed Transponder. [*] (as defined in       
Section 6.02) for such Failed Transponder and a proportionate refund (without   
interest) made to [*] Payments for a partial year shall be pro-rated.           

[*] Payments for a partial year shall be a pro-rated.                 

  [*] The [*] for each of Buyer's Transponders shall be a per month fee of
[*] The [*] shall be payable as to each of Buyer's Transponders only if (i) [*] 
(as defined in Section 3.02(f) to be [*] and (ii) Buyer is not paying the       
Monthly Lease Rate (as defined in Section 4.09(b)) for such Transponder. The    

3 

EX-10.55
10th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 10th
                                            [*] CONFIDENTIAL TREATMENT REQUESTED

[*] Payments for a partial month shall be pro-rated.                            

   [*] The [*] shall be [*] for each of Buyer's Transponders, payable on the
[*] If [*] (as defined in Section 4.04)[*] (without interest) for each of       
Buyer's G-V Transponders for which Buyer has paid [*]                           

 [*] if each of the following conditions are satisfied: (i) [*] with the
Delivery of at least twenty-two (22) Transponders meeting its Transponder       
Performance Specifications, is in orbit and has not itself suffered a           
Catastrophic Failure, and has sufficient Transponders on it that meet its       
Transponder Performance Specifications to satisfy HCG's [*] to Buyer, (ii) [*]  
(as defined for all Satellites pursuant to Section 4.11) and (iii) [*]          

  3.03 Place of Payment.  All payment by Buyer shall be made to HCG at its
----------------                                            
principal place of business, as designated in Section 20.03, and shall be deemed
to be made only upon actual receipt by HCG.  All refunds by HCG shall be made to
Buyer at its principal place of business as designated in Section 20.03, and    
shall be deemed to be made only upon actual receipt by Buyer.                   

  3.04 Prompt Repayment.  All refunds provided for in this Section 3 to be
-----------------                                           
made by HCG shall be due and paid within fifteen (15) business days of          
notification to HCG of the occurrence of the event giving rise to such refund   
and any late payment by HCG to Buyer shall be with interest calculated al the   
rate set forth in Section 20.01, payable with the amount due and calculated from
the date payment was due until the date it is received by Buyer.                

4.   DELIVERY AND RELATED MATTERS                                               
----------------------------                                          

4.01   Delivery.  Galaxy V Delivery shall occur upon, and "Delivery", 
--------                                                
"Delivered" and "Deliver", as to Galaxy V shall mean (i) the placing of the     
Satellite, containing all of Buyer's Transponders, in its assigned orbital      
position with a total of twenty-two (22) Primary Transponders on such Satellite 
meeting the relevant performance specifications required to complete Delivery   
pursuant to the Transponder Purchase' Agreement of the Owners of such           
Transponders (such 22 Transponders meeting their respective performance         
specifications being referred to hereinafter as the "22 Performing              
Transponders") (all of which requirement may be met through the use of Reserve  
Transponders or Transponder Sparest, (ii) Buyer's acceptance of its Transponders
as provided for in Section 4.03 and (iii) full payment by Buyer as provided in  
Section 4.02.                                                                   

4 

EX-10.55
11th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 11th
                                            [*] CONFIDENTIAL TREATMENT REQUESTED

4.02 Ownership, Title and Assumption of Risk.  Ownership and title to 
---------------------------------------                     
Buyer's Transponders shall pass to Buyer at the time of Delivery to Buyer.  A   
condition to HCG's obligation to deliver title to Buyer, and of Buyer's         
obtaining ownership, shall be the payment by Buyer of all amounts due to HCG on 
or prior to Delivery for such Transponder or Transponders. Any loss of or damage
to Buyer's Transponders prior to Delivery shall be at the risk of HCG. Any loss 
of or damage to Buyer's Transponders after Delivery to Buyer will be at the risk
of Buyer;  provided however, that the foregoing shall not impair Buyer's other  
rights under Sections 4, 9 and 12 of this Agreement.                            

  4.03 Acceptance.  HCG shall not use Buyer's Transponders for any purpose
----------                                                  
other than testing, as set forth herein, prior to Delivery.  HCG shall test each
of Buyers Transponders in accordance with an acceptance test plan to be prepared
hy HCG in advance of the launch of the Satellite and delivered to Buyer.        
Acceptance of Buyers Transponders by Buyer shall be deemed to have occurred upon
completion of the following: (a) Buyer's Transponders have passed all tests set 
forth in the aforementioned acceptance test plan and meet the Transponder       
Performance Specifications; and (b) HCG has notified Buyer in writing that it   
has successfully completed testing Buyer's Transponders and that Buyer's        
Transponders are available for service.                                         

4.04 Late Delivery; Delivery Failure Defined.                         
---------------------------------------                     

         (a) "Late Delivery", as to Galaxy V, shall mean failure to place such
Satellite in its assigned orbital position with the 22 Performing     
 Transponders within thirty (30) days after the Scheduled Delivery Date.

         (b) "Delivery Failure" of Galaxy V shall mean failure, after a launch
attempt has occurred, to place such Satellite in its assigned orbital 
    position with the 22 Performing Transponders within ninety (90) days after
  the launch date, or on the Scheduled Delivery Date if such Satellite was
launched earlier than the initial Scheduled Launch Date specified in  
   Exhibit A.  As used herein, launch attempt shall mean the actual lift off
of the launch vehicle.                                                

  4.05 [*] is scheduled to be launched in advance of launching Galaxy V in
order to provide actual, [*] for the Galaxy Fleet                               

4.06 [*]                                                              

          (a) If a [*] occurs after the [*] then HCG shall be obligated, subject
     to FCC approval, [*] Transponder Performance Specifications. The target [*]
for each such [*] will be [*] after the [*] and HCG shall use its     
reasonable best efforts to [*] Delivery can occur within [*]          

         5

EX-10.55
12th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 12th
                                            [*] CONFIDENTIAL TREATMENT REQUESTED

          (b) If the [*] is not Available at any time prior to the expiration of
the [*] then HCG shall not be obligated to Buyer [*] Satellite or make
Transponders available to Buyer [*] replacement for Buyer's use unless
Buyer exercises its [*] (as defined in Section 4.07).                 

          (c) [*] Buyer shall be entitled [*] payments made for its Transponders
   on Galaxy V. After a single [*] of Galaxy V, HCG shall have an additional
    [*] after such [*] to complete [*] such that it is ready for delivery to a
  [*] If a [*] not ready for delivery to a [*] within [*] after a [*] (the
 "Satellite Readiness Date"), then Buyer shall have the right [*] of all
   payments made for Buyer's Transponders. In addition, Buyer shall have the
   right to [*] of all payments made for Buyer's Transponders if HCG has not
Delivered [*] within [*] of the Satellite Readiness Date. All such    
    repayments shall be made without interest. Except as specifically provided
     otherwise herein, Buyer shall not be entitled to any refund of its Galaxy V
payments after only [*] If Buyer does not notify HCG of its intent to 
    terminate its obligations pursuant to this Section 4.06(c) [*] of the date
     which triggers such right, Buyer shall be deemed to have waived such right.

         (d) No change in any of the [*] payable by Buyer shall be made by HCG
     as a result of any [*] or a [*] of Galaxy V or as a result of [*] except as
provided in the [*]                                                   

4.07 [*]                                                              

          (a) If the [*] launch [*] or [*] is not Available at any time prior to
the expiration of the [*] of G-V, then HCG may launch [*]             

         (b) HCG shall determine the minimum price and payment terms needed by
it to build and launch the [*] which satellite shall have at least    
     equivalent Transponder Performance Specifications to those of [*] and shall
determine an estimated launch and delivery date. The [*] shall then be
    offered by HCG to all entities that have committed [*] C-Band transponders
  on any Galaxy Fleet Satellite and have [*] or its equivalent on the same
    basis as it is offered to Buyer (the [*] Such entities shall have [*] days
    to deliver their response to such offer to HCG. If HCG obtains commitments
for the [*] needed by it to build and launch the [*] then HCG shall be
obligated,                                                            

6 

EX-10.55
13th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 13th
                                            [*] CONFIDENTIAL TREATMENT REQUESTED

 subject to FCC approval, to launch the [*] HCG shall use its reasonable
best efforts to obtain such FCC approval and to cause construction to 
     commence and to obtain a launch date so that [*] is ready for delivery to a
    launch facility within [*] and placed in its assigned orbital position and
   operational within [*] of HCG's receipt of the requisite commitments. The
[*] shall then function, subject to Section 4.08, as the [*]          

  4.08 [*] If [*] suffers a [*] and Buyer exercises its [*] and thereafter
[*] suffers a [*] and if the Transponder Performance Specifications of the [*]  
are equal to or higher than the G-V Transponder Performance Specifications, then
the [*] shall, subject to FCC approval, become [*] and [*] shall become the [*] 

4.09 [*]                                                              

        (a) Pursuant to Sections 4.09 through 4.12, Buyer shall have certain
rights to use Transponders on [*] Since [*] is to be used for the     
protection of a number of Satellites, it will be moved to the Galaxy V
orbit position in accordance with Sections 4.10 or 4.11 only if it is 
Available.                                                            

       (b) If and when a Transponder on [*] is used by Buyer in accordance
with Sections 4.10 through 4.12, then (i) Buyer shall begin paying a  
     monthly lease payment per Transponder [*] calculated in Exhibit D) for such
 [*] (the [*] (ii) [*] for such Transponder and (iii) pursuant to [*] If
Buyer has made a lump sum payment of the [*] then Buyer shall [*]     

         (c) Nothing shall prevent HCG from using [*] for other services or as
 a [*] for satellites not part of the Galaxy Fleet so long as, if [*] is
   needed to backup Galaxy V in accordance with Sections 4.10, 4.11 and 4.12
 or the other Galaxy Fleet Satellites, then such other service or use is
 preemptible. HCG shall be entitled to use [*] only in orbital positions
  assigned to it by the FCC or to which the FCC allows it to be moved. [*]
  shall not be moved to another orbital position at a rate faster than [*]
     unless [*] of Galaxy V or another Galaxy Fleet Satellite which has suffered
a [*] (as defined in the equivalent to Section 4.11 in the Transponder
Purchase Agreement of any other Owner).                               

7 

EX-10.55
14th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 14th
                                            [*] CONFIDENTIAL TREATMENT REQUESTED

     4.10 [*] If any of the following occurs: (i) [*] of Galaxy V occurs and [*]
is no longer in service, (ii) [*] Galaxy V, (iii) Galaxy V is not [*] (as       
defined below) or (iv) on [*] HCG knows of circumstances which will prevent HCG 
from making Delivery of Galaxy V on or before [*] then the following shall      
occur:                                                                          

      (a) HCG, subject to FCC approval (which HCG shall promptly use its
  best efforts to obtain), shall cause [*] provided it is Available, to be
    moved to the orbit position of Galaxy V [*] of the earlier of notification
to HCG or HCG's knowledge of the aforementioned event;                

    (b) Buyer shall [*] a number of Transponders on [*] equal to the
  number of Transponders it has [*] on Galaxy V, and shall pay the Monthly
Lease Rate for each Transponder on [*] that it is [*] and             

     (c) Buyer shall continue such lease of [*] Transponders until the
earlier to occur of (1) [*] by HCG of G-V or a [*] as appropriate, in 
such orbital position, at which time Buyer, if [*] to [*] Buyer's     
Transponders, shall commence paying the monthly [*] or (2) [*]        

         Galaxy V shall be deemed [*] HCG has delivered Galaxy V to the launch
facility at which HCG has contracted for the launch of Galaxy V, and the launch 
date is on or before a date that is expected to result in [*]                   

     4.11 [*] If, after successful Delivery of Buyer's Transponders on Galaxy V,
Galaxy V experiences a [*] then the following shall occur:                      

      (a) HCG, subject to FCC approval (which HCG shall promptly use its
  best efforts to obtain), shall cause [*] provided it is Available, to be
    moved to the orbit position of Galaxy V [*] earlier of notification to HCG
or HCG's knowledge of such [*]                                        

      (b) Buyer shall lease a number of Transponders on [*] equal to the
number of Transponders it had purchased on Galaxy V and shall pay the 
Monthly Lease Rate for each Transponder on [*] that it is leasing; and

     (c) Buyer shall continue such lease of [*] Transponders until the
    earlier to occur of (1) the successful placement with the requisite number
   of Transponders meeting the Transponder Performance Specifications by HCG
of a [*] in such orbital position, at which time Buyer, if [*] is     

8 

EX-10.55
15th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 15th
                                            [*] CONFIDENTIAL TREATMENT REQUESTED

Available to [*] Buyer's Transponders, shall resume paying the monthly
[*] or (2) the [*]                                                    

         HCG agrees that the [*] and [*] definitions shall require the same or
a greater level of failure for all other Galaxy Fleet Satellites for the        
purposes of determining whether HCG [*]                                         

4.12 [*] If any of Buyer's Transponders on Galaxy V become Failed     
Transponders or Delivery of Buyer's G-V Transponders is delayed past their      
Scheduled Delivery Date, then the following shall occur:                        

       (a) Buyer shall have the right, provided that such Transponders are
  "non-committed" (as defined below), to [*] Buyer shall have the right to
     lease such Transponders in whatever location [*] may then be, provided that
   Buyer commits to such a lease within [*] days following the occurrence of
the event giving rise to the right;                                   

      (b) Buyer shall pay the [*] for each Transponder on [*] that it is
leasing; and                                                          

       (c) Buyer shall continue such [*] until the earlier to occur of (1)
    the successful placement with the requisite number of Transponders meeting
     the Transponder Performance Specifications by HCG of [*] as appropriate [*]
    in the Galaxy V orbital position, at which time Buyer, if [*] is Available
to [*] Buyer's Transponders, shall commence or resume, as appropriate,
paying the monthly [*] (2) the end of [*] (3) [*] in accordance with  
 Sections 4.09, 4.10 and 4.11, or the equivalent of such Sections in the
purchase agreement of any other Owner.                                

         A Transponder on [*] shall be deemed to be [*] if such Transponder is
not already being used by an entity having [*] over Buyer pursuant to the       
exercise of its right to use such Transponder as a result of payment to HCG for 
an [*] or its equivalent, in connection with its purchase of a transponder or   
transponders on a Satellite.                                                    

4.13 Entitlement to Usage. If Owners of [*] on Galaxy V become        
--------------------                                        
simultaneously entitled to lease Transponders on [*] the Owner of the Primary   
Transponder with the [*] or, if not so set forth, then the Owner (or Owner's    
predecessor in interest) who first executed a Transponder Purchase Agreement    
with HCG for the purchase of a Primary Transponder shall have a priority as to  
the [*] Transponders.                                                           

9 

EX-10.55
16th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 16th
5.   REPRESENTATIONS AND WARRANTIES                                             
------------------------------                                        

HCG and Buyer each represent and warrant to the other that:           

    5.01 Authority, No Breach.  It has the right, power and authority to enter
--------------------                                        
into, and perform its obligations under, this Agreement.  The execution,        
delivery and performance of this Agreement shall not result in the breach or    
non-performance of any agreements it has with third parties.                    

5.02 Corporate Action.  It has taken all requisite corporate action to
----------------                                            
approve execution, delivery and performance of this Agreement, and this         
Agreement constitutes a legal, valid and binding obligation upon itself in      
accordance with its terms.                                                      

5.03 Consents. The fulfillment of its obligations hereunder will not  
--------                                                    
constitute a material violation of any existing applicable law, rule, regulation
or order of any governmental authority.  All material necessary or appropriate  
public or private consents, permissions, agreements, licenses, or authorizations
to which it or any Transponder or any Satellite may be subject have been or     
shall be obtained in a timely manner; provided, however, that it shall be HCG's 
sole responsibility to obtain any regulatory approvals needed to enable it to   
sell Transponders as provided for in this Agreement.  Notwithstanding the above,
HCG and Buyer acknowledge that the transactions set forth in this Agreement may 
be challenged before the FCC of a court of competent jurisdiction by other      
persons or entities not parties hereto.  In such event. HCG and Buyer agree that
HCG shall use its best efforts, and Buyer shall use reasonable efforts, before  
the FCC, and the courts if an appeal from an FCC order is taken, to support     
HCG's right to sell and Buyer's right to purchase Buyer's Transponders and shall
fully cooperate with each other in these endeavors.  Buyer alone shall have the 
right to determine how much and to whom it will incur legal expenses in         
connection with any proceeding arising out of its obligations under this Section
5.03.  If, however, by written order, the FCC or a court of competent           
jurisdiction shall determine that HCG may not tell and Buyer may not purchase   
Buyer's Transponders under the terms and conditions set forth herein, then HCG  
and Buyer shall seek immediate review of such order before the FCC or an        
appellate court or shall, if possible, reconstitute the transaction to comply   
with such order and to provide Buyer with use of "equivalent capacity" on the   
Satellites and to provide HCG with the "price provided for herein."  As used    
herein, "equivalent capacity" shall mean the same number of Transponders        
purchased by Buyer pursuant to this Agreement; provided that the Satellites are 
dedicated primarily to Cable Entertainment Services (as defined in Section 7.01)
and that HCG is able to reconstitute its transponder purchase agreement with the
Turner/HBO Limited Purpose Joint Venture, and there is no material adverse      
change in the provisions of this Agreement regarding purchase price taking into 
account payment terms using a present value analysis, tax benefits from the form
of the transactions, Warranty Period, use of Transponder Spares and Reserve     
Transponders, and Transponder Performance Specifications.  As used herein,      
"price provided for hereto" shall mean the total price payable to HCG, taking   
into account payment terms, using a present value analysis with a 12% annual    
discount rate, and tax benefits from the form of the transactions.  If an       
appellate court issues a written order, which is no longer subject to further   
judicial rehearing or review, upholding the determination                       

10  

EX-10.55
17th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 17th
of the FCC or a court of competent jurisdiction that HCG may nor sell and Buyer 
may not purchase Buyer's Transponders, then HCG and Buyer shall, if possible,   
reconstitute the transaction as set out herein.                                 

    5.04 Litigation.  To the best of its knowledge, there is no outstanding or
----------                                                  
threatened judgment, pending litigation or proceeding, involving or affecting   
the transaction provided for in this Agreement, except as has been previously or
concurrently disclosed in writing by either party to the other.                 

 5.05 No Broker.  It does not know of any broker, finder or intermediary
---------                                                   
involved in connection with the negotiations and discussions incident to the    
execution of this Agreement, or of any broker, finder or intermediary who might 
be entitled to a fee or commission upon the consummation of the transactions    
contemplated by this Agreement.                                                 

6.   ADDITIONAL REPRESENTATIONS, WARRANTIES AND OBLIGATIONS OF HCG              
-------------------------------------------------------------         

6.01 Authorization Description.  HCG has obtained from the FCC the    
-------------------------                                   
authority to launch and operate the Two Satellites and to sell or lease         
Transponders on each of the Two Satellites on a private non-common carrier      
basis.  HCG has obtained from the FCC the authority to place Galaxy V in        
geostationary orbit at 125' West Longitude and shall utilize such orbital       
location or the existing orbital location for Westar V unless prevented by      
subsequent order of the FCC or any successor thereto, in which event HCG shall  
utilize such other orbital position closest to such position that the FCC or any
successor thereto may designate for such Satellite and, to the extent possible, 
the orbital position closest to those positions outlined above.  The Two        
Satellites will be "communications satellites" (as defined in Section 1.03(3) of
the Communications Satellite Act of 1962, 47 U.S.C. 702(3)).                    

  6.02 Transponder Performance Specifications.  Buyer's Transponders, upon
--------------------------------------                      
Delivery, shall al least meet the Transponder Performance Specifications        
throughout the duration of the Warranty Period.  "Warranty Period" shall mean   
that period of time commencing on the Delivery Date and continuing until ten    
(10) years after the Delivery Date. "Fully Warranted" as to Buyer's G-V         
Transponders shall mean that, if any of Buyer's G-V Transponders become Failed  
Transponders during the Warranty Period, then Buyer shall be entitled to the    
repayment set forth in Section 12.03.                                           

   6.03 Title.  Upon Delivery and subject to Section 4.02, HCG shall deliver
-----                                                       
to Buyer good title to each of Buyer's Transponders free from all liens,        
charges, claims or encumbrances, except for any encumbrances resulting from any 
action taken by Buyer.                                                          

6.04 Government Regulations.  HCG has or shall use its best efforts   
----------------------                                      
throughout the Warranty Period, and until disposition of Galaxy V pursuant to   
Section 17, to obtain and maintain, in all material respects, all applicable    
federal, state and municipal authorizations or permissions to construct, launch 
and operate the Two Satellites, applicable to it; and to comply, in all material
respects, with all such government regulations regarding the construction,      
launch and operation of the Two Satellites and Transponders applicable to it.   

11  

EX-10.55
18th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 18th
                                            [*] CONFIDENTIAL TREATMENT REQUESTED

    6.05 Not a Common Carrier.  Unless required to do so by the FCC, HCG shall
--------------------                                        
not hold itself out, publicly or privately, as a provider or common carrier     
communications services on Galaxy V and is not purporting herein to provide to  
Buyer or to any other party any such services with respect to Galaxy V.         

  6.06 TT&C. Tracking, telemetry and control ("TT&C") shall be provided by
----                                                        
Hughes Communications Satellite Services, Inc. ("HCSS"), an affiliate of HCG,   
for the life of the [*] pursuant to a separate "TT&C Service Agreement" which   
has been executed by HCSS and Buyer concurrently herewith. The [*] is to pay    
HCSS for these services.                                                        

    6.07 Transponder Customers.  Exhibit E, which will ix: delivered by HCG to
---------------------                                       
Buyer within sixty (60) days of the Execution Date, and updated every sixty (60)
days thereafter until all Transponders have been committed, is a list of all    
customers who have executed a Transponder Purchase Agreement (or other agreement
providing for the Transfer of a Transponder, other than for short term leases or
part time video as set forth in Section 6.08) and the number of Transponders    
such customers will purchase pursuant to such agreement on Galaxy V and the     
[*] of each such customer. Where such customer has the [*] its purchase         
obligations as to any Transponder, the number of Transponders as to which it has
a [*] is indicated. Where such customer has an option to purchase additional    
Transponders, the number of Transponders as to which it has an option is also   
indicated. Exhibit E will also indicate the [*] of each such committed          
Transponder under Sections 8 and 9 and other Sections of this Agreement, and if 
such committed Transponder is a Reserve Transponder.                            

 6.08 Transfers by HCG.  HCG shall not Transfer, as defined below, other
----------------                                            
than for part time video or for leases with a term of less than two (2) years,  
any of the Transponders to any third party without requiring, in all such       
agreements, clauses substantially identical to the provisions in Sections 7.02, 
7.03, 8, 9.01, 9.02, 9.03, 9.04, 9.05, 10.01, 12.02, 12.05, 14, 17, the first   
sentence of 20.02, 20.05 and 20.09.  "Transfer' shall mean to grant, sell,      
assign, encumber, permit the utilization of, license, lease, sublease or        
otherwise convey, directly or indirectly, in whole or in part.  Any Transfer by 
HCG for part time video or under a lease for a term of less than two (2) years  
without such clauses shall be consistent, in all material respects, with HCG's  
obligations to Buyer under this Agreement.                                      

7.   ADDITIONAL REPRESENTATIONS, WARRANTIES AND OBLIGATIONS OF BUYER            
---------------------------------------------------------------       

7.01 Transponder Usage.                                               
-----------------                                           

  (a) Buyer agrees to the G-V Transponder usage restrictions and
    obligations set forth on Exhibit F (the "Agreed Uses") for a period of two
     years following Delivery of such Satellite, such usage to commence no later
     than ninety (90) days following Delivery.  In addition, Buyer agrees to use
  Buyer's G-V Transponder, or Buyer's G-V Transponders in the aggregate if
    more than one Transponder is purchased, primarily for "Cable Entertainment
Services" (as defined below) for the                                  

12  

EX-10.55
19th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 19th
useful life of such Transponder(s) or any replacement or backup       
Transponders hereunder.                                               

(b) The Agreed Uses and the restrictions on use for Cable   
Entertainment Services shall bind any successor-in-interest, or any   
     assignee. of Buyer or Buyer's rights hereunder and shall bind any purchaser
or successor-in-interest to Buyer's Transponders (i.e.. the usage     
restrictions shall follow the programming and Buyer's Transponders).  

       (c) HCG shall include in the Transponder Purchase Agreement of each
other Owner (or other agreement providing for the Transfer of a       
 Transponder, other than for short term leases or part time video as set
 forth in Section 6.08) a provision requiring each such Owner to use its
Transponder, or Transponders in the aggregate, primarily for Cable    
    Entertainment Services. "Cable Entertainment Services" shall mean consumer
  entertainment and information services which shall be delivered to cable
 television systems and which may also be concurrently delivered through
other forms of distribution to consumers.                             

(d) These provisions are of the essence to this Agreement.  

   7.02 Non-Interference.  Buyer's radio transmissions to the Two Satellites
----------------                                            
shall comply with FCC and other governmental orders, rules and regulations, and 
shall not interfere with the use of any other Transponder. Buyer shall not      
utilize any of Buyer's Transponders in a manner which will or may interfere with
the use of any other Transponder or cause physical harm to any of Buyer's       
Transponders, any other Transponders, or to the Satellites.  For purposes of    
this Section 7.02, interference shall also mean causing a Transponder to fail to
meet its Transponder Performance Specifications.                                

   7.03 Government Regulations.  Buyer shall use its best efforts to comply,
----------------------                                      
throughout the Warranty Period and until disposition of the Satellites pursuant 
to Section 17, in all material respects, with ale government regulations        
regarding the operation of the Two Satellites and its purchase and use of       
Buyer's Transponders applicable m it.                                           

8.   PREEMPTIVE RIGHTS AND INSPECTION OF FACILITIES                             
----------------------------------------------                        

     Buyer recognizes that it may be necessary in unusual or abnormal situations
or conditions for HCG deliberately to preempt or interrupt Buyer's use of each  
of its Transponders, in order to protect the overall performance of the         
Satellites.  Such decisions shall be made by HCG in its sole discretion;        
provided, however, that, to the extent it is technically feasible, HCG shall    
preempt or interrupt the use of Transponders in the inverse order of priority as
set forth on Exhibit E or, If not so set forth, in the inverse order in which   
the Owners (or such Owner's predecessors in interest) on such Satellite executed
Transponder Purchase Agreements for its Transponders on such Satellite.  To the 
extent technically feasible, HCG shall give Buyer at least forty-eight (48)     
hours' notice of such preemption or interruption and HCG shall use its          
reasonable best efforts to schedule and conduct its activities                  

13  

EX-10.55
20th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 20th
during periods of such preemption or interruption so as to minimize the         
disruption to the use of Transponders on such Satellite. To the extent that such
preemption results in a loss to Buyer of the use of Buyer's Transponders        
sufficient to constitute a breach of HCG's warranty obligations as set forth in 
Section 12, then Buyer shall have all of the rights and remedies set forth in   
Sections 4. 9 and 12.                                                           

9.   TRANSPONDER SPARES, RESERVE TRANSPONDERS AND RETAINED PRIMARY TRANSPONDERS 
    --------------------------------------------------------------------------

9.01 Use of Transponder Spares.  HCG shall cause Galaxy V to contain  
-------------------------                                   
certain redundant equipment units (individually, a "Transponder Spare") as      
described in Exhibit G, which are designed as substitutes for equipment units   
the failure of which could cause a Transponder to fail to meet the Transponder  
Performance Specifications.  HCG, as soon as possible and to the extent         
technically feasible, shall employ a Transponder Spare in such Satellite as a   
substitute for Buyer's Transponder equipment unit which has caused one of       
Buyer's Transponders to suffer a Confirmed Failure (as defined in Section 12.02)
in order to enable Buyer's Transponders to meet the Transponder Performance     
Specifications.  To the extent technically feasible, a Transponder Spare will be
substituted for the faulty equipment unit on a first-needed, first-served basis 
to satisfy HCG's warranty obligations to Buyer and to other Owners or users of  
Transponders on the same satellite which have suffered Confirmed Failures;      
provided, however, that HCG's obligations to provide Transponder Spares shall   
continue until such time as all of the Transponder Spares are committed to use  
as substitutes for Transponders which have suffered Confirmed Failures.  If HCG 
furnishes a Transponder Spare to Buyer as a substitute for an equipment unit    
which has caused Buyer's Transponder to suffer a Confirmed Failure, then HCG    
shall transfer title and ownership of the Transponder Spare to Buyer, and Buyer,
concurrently, shall return title and ownership of its substituted Transponder   
equipment unit to HCG.  Buyer's Transponder equipment unit which has been       
returned shall be made available by HCG, to the extent technically feasible, to 
satisfy its obligations to Owners or users on the same Satellite.  HCG also     
shall have the right, until the Transponder Spares are needed, to utilize such  
Transponder Spares in any manner HCG determines.                                

    9.02 Use of Reserve Transponders.  If no Transponder Spare is available at
---------------------------                                 
the time that Buyer's Transponder suffers a Confirmed Failure or if the use of  
such Transponder Spare would not correct the failure, then HCG shall employ, as 
soon as possible and to the extent technically feasible, and unless any delay is
requested by Buyer, a Reserve Transponder on Galaxy V as a substitute for such  
Transponder which has suffered a Confirmed Failure; provided, however, that     
HCG's obligation to provide Reserve Transponders to Buyer shall continue only   
until such time as all of the Reserve Transponders are committed to use as      
substitutes for Primary Transponders which have suffered a Confirmed Failure.   
HCG shall include in the Transponder Purchase Agreement of any Owner who has    
purchased a Reserve Transponder (or in any other agreement providing for the    
Transfer of a Reserve Transponder) a requirement that HCG may preempt such      
Reserve Transponder(s) after two (2) hours notice from HCG.  Reserve            
Transponders utilized as substitutes shall meet the Transponder Performance     
Specifications.  Reserve Transponders, or any one of them, will be substituted  

14  

EX-10.55
21st Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 21st
and utilized on a first-needed, first-served basis to satisfy HCG's obligations 
to Buyer and to other Owners with respect to the performance of their Primary   
Transponders.  HCG shall have the right, in its sole discretion, to utilize     
first a Transponder Spare prior to furnishing a Reserve Transponder to Buyer.   
If HCG furnishes a Reserve Transponder to Buyer, then HCG shall transfer title  
and ownership of such Reserve Transponder to Buyer and Buyer concurrently shall 
return title and ownership of its substituted Transponder to HCG.  Buyer's      
Transponder which has been returned to HCG shall thereafter be made available by
HCG, to the extent technically feasible, to satisfy its obligations to other    
Owners.  HCG also shall have the right, until the Reserve Transponders are      
needed, to utilize them in any manner HCG determines.                           

  9.03 Simultaneous Failure -- Priority with Respect to Use of Transponder
       -------------------------------------------------------------------
Spares.  In the event that Primary Transponders of more than one Owner          
------                                                                          
simultaneously suffer a Confirmed Failure, then the Owner of the Primary        
Transponder with the highest priority as set forth on Exhibit E shall have      
priority as to the use of Transponder Spares or, if not so set forth, then the  
Owner (or such Owner's predecessor in interest) who first executed a Transponder
Purchase Agreement with HCG shall have priority as to use of Transponder Spares 
with respect to said Owner's Primary Transponder or Transponders which have     
suffered a Confirmed Failure, to the extent technically feasible.  As used in   
this Section 9, the term "simultaneously" shall be deemed to mean occurring     
within a 24-hour period.                                                        

9.04 Simultaneous Failure -- Priority with Respect to Use of Reserve  
   ---------------------------------------------------------------
Transponders. In the event that Primary Transponders of more than one Owner     
------------                                                                    
simultaneously suffer a Confirmed Failure, and no Transponder Spare is available
or if the use of such Transponder Spare would not correct the failure, then the 
Owner of the Primary Transponder with the highest priority as set forth on      
Exhibit E shall have priority as to the use of Reserve Transponders or, if not  
so set forth, then the Owner (or such Owner's predecessor in interest) who first
executed a Transponder Purchase Agreement with HCG for the purchase of a Primary
Transponder on such Satellite shall have priority as to use of a Reserve        
Transponder with respect to said Owner's Primary Transponder or Transponders    
which have suffered a Confirmed Failure.                                        

     9.05 HCG's Ownership of Primary Transponders.  If HCG is unable to sell all
---------------------------------------                     
of the Primary Transponders, then HCG may retain ownership of such unsold       
Primary Transponders ("HCG's Transponders").  (The same provision shall apply   
with respect to Reserve Transponders.)  In such event, HCG shall have the same  
rights to use HCG's Transponders as any other Owners would have, including,     
without limitation, the right to utilize Transponder Spares and Reserve         
Transponders in the event HCG's Transponders do not meet the Transponder        
Performance Specifications.  HCG also shall have the right, but not the         
obligation, to utilize HCG's Transponders to satisfy HCG's warranty obligations 
to Buyer and to other Owners.  HCG shall be deemed to have been the last entity 
to execute a Transponder Purchase Agreement for purposes of determining its     
priority under the provisions of this Section 9 and other Sections of this      
Agreement; provided, however, that if HCG Long Term Leases an unsold Primary    
Transponder to a third party, such third party shall, for purposes of           
determining its priority under the provisions of this Section 9, or elsewhere in
this Agreement,                                                                 

15  

EX-10.55
22nd Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 22nd
be deemed to have "purchased" such Transponder and to have executed a           
Transponder Purchase Agreement on the date it executed such Long Term Lease.    

   9.06 Notice of Intent to Substitute a Reserve Transponders.  Prior to the
-----------------------------------------------------       
substitution of a Reserve Transponder for Buyer in accordance with this Section 
9, HCG shall notify Buyer in advance of its intention to so substitute the      
Reserve Transponder and the substitution shall be made at such time as the      
parties mutually agree.                                                         

10.  TERMINATION RIGHTS                                                         
------------------                                                    

10.01 Termination by Buyer.                                           
---------------------                                     

         (a)  Except where there has been a Delivery Failure of Galaxy V and
  HCG has commenced to construct a replacement for such failed
        Satellite, Buyer shall have the right to cancel its obligations to
           purchase all of its undelivered G-V Transponders if HCG has failed to
make Delivery of any such Transponders:                   

              (i) on or after December 31, 1993 if the primary cause of such
        failure is HCG's Fault (as defined in Section 10.01(d)) and Galaxy
           Backup is not Available for use as a backup to such G-V Transponders;
or                                                        

          (ii) on or after December 31, 1994 if Galaxy Backup is not
           Available for use as a backup to such G-V Transponders, regardless of
whether the failure to make Delivery is HCG's Fault.      

         (b)  Except where there has been a Delivery Failure of Galaxy V and
  HCG has commenced to construct a replacement for such failed
        Satellite, Buyer shall have the right to cancel its obligations to
       purchase all of its undelivered Transponders at any time prior to
       Delivery of Galaxy V if an event occurs which makes it physically
         impossible for HCG to manufacture or to launch such Satellite (with
          Buyer's Transponders placed thereon) on or before December 31, 1994,
     by giving written notice to HCG within thirty (30) days of such
event.                                                    

         (c)  In the event of a Delivery Failure, Buyer's right to terminate
shall be governed by Section 4.06(c), herein.             

      (d) "HCG's Fault" shall mean a failure primarily caused by HCG's
    negligence or intentional breach of its obligations under this
       Agreement and not excused by a force majeure event (as defined in
Section 11).                                              

         (e)  If Buyer terminates its obligations as to Buyer's Transponders
         due to the failure to make Delivery as set forth in this Section 10
        (the "Terminated Transponders"), then Buyer shall be entitled to a
       full refund, without interest, of all payments made for each such
    Terminated Transponder, less any payments made by HCG to it on
account of such Terminated Transponders pursuant to       

16  

EX-10.55
23rd Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 23rd
           other provisions of this Agreement, and Buyer and HCG shall have no
    further obligations to each other as to each such Terminated
Transponder.                                            

 (f) Buyer shall notify HCG of its intent to terminate its
          obligations pursuant to this Section 10.01 within thirty (30) days
of the date which triggers such right.                  

     10.02  Termination by HCG.  Notwithstanding anything else set forth in this
-------------------                                     
Agreement, HCG may terminate this Agreement if Buyer shall have failed to pay   
any amount due and payable pursuant to the provisions of Section 3, and Buyer   
has been given written notice by HCG of said failure and Buyer shall have failed
to pay the amount due and payable within thirty (30) business days after HCG has
given such notice to Buyer.  Any late payments by Buyer to HCG shall be with    
interest calculated at the rate set forth in Section 20.01, payable wit the     
amount due and calculated from the date payment was due until the date it is    
received by HCG.                                                                

    10.03  HCG's Right to Sell if Non-Payment.  If, for any reason whatsoever,
----------------------------------                      
Buyer does not make the payments in the amounts and on the dates set forth in   
Section 3 and Buyer fails to cure such default as set forth in Section 10.02,   
then, in addition to all of its other remedies at law or in equity, HCG shall be
entitled to Transfer (as defined in Section 6.08) Buyer's Transponders          
immediately to whomever HCG sees fit.  Buyer shall not be entitled to any       
equitable relief as a result thereof, and Buyer's exclusive remedy shall be     
limited to recovery of any payments made by it to HCG, without interest, less   
any claim HCG has against Buyer by reason of such Buyer's default.              

    10.04 Prompt Repayment.  All refunds provided for in this Section 10 to be
----------------                                          
made by HCG shall be made within fifteen (15) business days of receipt by HCG of
notice of termination by Buyer, and any late payment by HCG to Buyer shall be   
with interest calculated at the rate set forth in Section 20.01, payable with   
the amount due and calculated from the date payment was due until the date is   
received by Buyer.                                                              

     10.05 Termination of Buyer or HCG.  Notwithstanding anything else set forth
----------------------------                              
in this Agreement, either Buyer or HCG may terminate its obligations under this 
Agreement as to Transponders on Galaxy V if, prior to Delivery, the FCC shall   
have ordered the placement of Galaxy V into an orbital position further east    
than 89/./ or further west than 137/./, and such order shall have become a Final
Order, and the parties are unable to reconstitute this Agreement pursuant to    
Section 5.03.  As used herein, an order of the FCC becomes a "Final Order" when 
the FCC's action is no longer subject to administrative or judicial             
reconsideration, rehearing, review, stay, appeal or other similar actions which 
could be filed with the FCC or with any court having jurisdiction to review said
action.                                                                         

11.  FORCE MAJEURE                                                              
-------------                                                         

    11.01 Failure to Delivery.  Any failure or delay in the performance by HCG
-------------------                                       
of its obligations to Deliver any Transponders shall not be a breach of this    
Agreement if such failure                                                       

17  

EX-10.55
24th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 24th
or delay results from any acts of God, governmental action (whether in its      
sovereign or contractual capacity) or any other circumstances reasonably beyond 
the control of HCG, including, but not limited to, weather or acts or omissions 
of Buyer or any third parties (excluding the Hughes Aircraft Company and all of 
its direct and indirect subsidiaries and any other affiliates of HCG or the     
Hughes Aircraft Company with whom HCG or the Hughes Aircraft Company contracts  
for any components of the Two Satellites or any services with respect thereto). 
Nothing in this Section, however, shall be deemed to alter Buyer's absolute     
rights to terminate this Agreement as set forth in Section 10.01.               

11.02 Failure of Performance.  Any failure in the performance of the  
----------------------                                    
Transponders, once Delivered, shall not be a breach of this Agreement if such   
failure results from acts of God, governmental action (whether in its sovereign 
or contractual capacity) or any other circumstances reasonably beyond the       
control of HCG, including, but not limited to, receive earth station sun outage,
weather or acts or omissions of Buyer or any third parties (excluding the Hughes
Aircraft Company all of its direct and indirect subsidiaries, and all parties   
with whom HCG or Hughes Aircraft Company and all of its direct and indirect     
subsidiaries contract for the manufacture, construction, launch and operation of
the Satellites or any components thereof), provided, however, that this         
provision shall not excuse HCG's obligations to provide Transponder Spares or   
Reserve Transponders, to the extent available and technically feasible, to      
satisfy its obligations as set forth in Sections 4 and 9.                       

12.  LIMITATION OF LIABILITY/BREACH OF WARRANTY                                 
------------------------------------------                            

 12.01 Liability of HCG.  If (i) any one or more of Buyer's Transponders
----------------                                          
fails to meet the Transponder Performance Specifications during the Warranty    
Period, (ii) such failure is deemed to be a Confirmed Failure (as defined in    
Section 12.02), and (iii) HCG is unable to furnish the necessary Transponder    
Spare or Reserve Transponder as a substitute for Buyer's Transponder, pursuant  
to Section 9. then such Transponder shall be deemed to be a "Failed             
Transponder," and Buyer, unless HCG is excused by an event set forth in Section 
11.02, shall be entitled to repayment as set forth in forth in Section 12.03.   
HCG shall have the burden of proving the occurance of an event set forth in     
Section 11.02.                                                                  

 12.02 Confirmed Failure.  A Buyer's Transponder stall be deemed to have
-----------------                                         
suffered a "Confirmed Failure" if (a) it fails to meet the Transponder          
Performance Specifications for a cumulative period of more than ten hours during
any consecutive thirty (30) day period, (b) twenty (20) or more "outage units'  
(as defined below,) occur within a consecutive thirty (30) day period, or (c) it
fails to meet the Transponder Performance Specifications for any period of time 
under circumstances that make it clearly ascertainable or predictable           
technically that the failure set forth in either (a) or (b) of this Section will
occur.  An "outage unit" shall mean the failure of Buyer's Transponder(s) to    
meet the Transponder Performance Specifications for fifteen (15) minutes or more
in one day.  Buyer shall five HCG immediate notification of any such failure, as
soon after commencement of any such failure as is reasonably possible, and of   
the relevant facts concerning such failure.  Upon HCG's verification that a     
Transponder(s) has suffered a Confirmed Failure, such failure shall be deemed to
have commenced upon receipt by HCG of notification from Buyer, or HCG's actual  
knowledge, whichever first occurs, of                                           

EX-10.55
25th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 25th
the Confirmed Failure. As used herein, the term "day" shall mean a 24-hour      
period of time commencing on 12:00 Midnight Eastern Time.                       

   12.03 Repayment for Failed Transponder.  For each of Buyer's Transponders
--------------------------------                          
for which repayment is owing hereunder, HCG shall pay to Buyer, without         
interest, an amount equal to the product of a fraction, the numerator of which  
is the number of days from the date of such failure until the cad of the        
Warranty Period and the denominator of which is the total number of days in the 
Warranty Period, multiplied by the Base Price for such Transponder as set forth 
in Section 3.  Concurrently with payment to Buyer of such repayment, Buyer shall
return title and ownership of said Transponder to HCG.  In addition, if the     
performance of Buyer's Transponder is such that, while it fails to meet the     
Transponder Performance Specifications, its performance is nonetheless of some  
value to Buyer, then prior to accepting repayment calculated as aforesaid, Buyer
shall have the right to negotiate with HCG to determine if there is a mutually  
agreeable reduced price upon which Buyer is willing to keep its Transponder.    
Any such agreement reached by Buyer and HCG shall constitute a new agreement,   
independent of this Agreement.                                                  

12.04 Limitation of Liability.                                        
-----------------------                                   

      (a) ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT
 LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR
USE, ARE EXPRESSLY EXCLUDED AND DISCLAIMED EXCEPT TO THE EXTENT       
   SPECIFICALLY PROVIDED FOR IN SECTION 6.02, ABOVE.  IT EXPRESSLY IS AGREED
  THAT HCG'S SOLE OBLIGATIONS AND BUYER'S EXCLUSIVE REMEDIES FOR ANY CAUSE
WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE    
     TRANSACTIONS CONTEMPLATED HEREBY ARE LIMITED TO THOSE SET FORTH IN SECTIONS
    4, 6.09 (IN THE LEASE ADDENDUM HERETO) 9, 10 AND 12, HEREOF, AND ALL OTHER
REMEDIES OF ANY KIND ARE EXPRESSLY EXCLUDED.                          

(b) In no event shall HCG be liable for any incidental or   
     consequential damages, whether foreseeable or not, occasioned by any defect
    in the Transponders, delay in Delivery of the Transponders, failure of the
Transponder  to perform or any other cause whatsoever.  HCG makes no  
    warranty, express or implied, to any other person or entity concerning the
    Transponders and Buyer shall defend and indemnify HCG from any claims made
under any warranty or representation by Buyer to any third party.  The
  limitations of liability set forth herein shall also apply to the Hughes
   Aircraft Company (the manufacturer of the Satellite and the Transponders)
and all affiliates thereof.                                           

        (c) Notwithstanding the limitations of the first sentence of section
12.04(a) above, Buyer and HCG each shall have the right to obtain     
   injunctive relief, if necessary, in order to prevent the other party from
willfully breaching its obligations                                   

19  

EX-10.55
26th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 26th
under this Agreement or to compel the other party to perform its      
obligations under this Agreement.                                     

  12.05 Obligations of Buyer to Cooperate.  If any of Buyer's Transponders
---------------------------------                         
fails to meet the Transponder Performance Specifications, then Buyer shall use  
reasonable efforts to cooperate and aid HCG in curing such failure, provided    
that such efforts can be done at minimal or no cost to Buyer.                   

        (a) These obligations of Buyer shall include, but not be limited to,
the following:                                                        

        (i)  If there is a problem which can be compensated for by
     increasing the power of its transmission to the Buyer's
             Transponder, then Buyer shall do so, at HCG's cost and expense,
               to the extent it can _____ existing equipment, provided, however,
               that HCG shall not be able to require Buyer to increase the power
              of its transmission if, by doing so, it would cause interference
              with other Transponders on such Satellite which is prohibited by
            Section 7.02 of this Agreement, or interference with any other
satellite; and                                    

         (ii)  Permitting HCG, at HCG's cost and expense, to upgrade
         Buyer's equipment, provided that Buyer shall be entitled to
               select and install such equipment and determine its configuration
          in accordance with its own existing operating procedures and
            technical requirements, and in accordance with applicable laws
and regulations.                                  

    (b) HCG shall give notice to Buyer if and when it requires the increase of
power of the transmission of any other Owner pursuant to such Owner's obligation
equivalent to this Section 12.05.  HCG shall also give notice to Buyer when it  
acquires knowledge of any other Transponder user uplinking at power levels which
might cause interference with Buyer's Transponders.  If, after such increase in 
power, a Buyer's Transponder(s) no longer meets its Transponder Performance     
Specifications, HCG shall promptly take steps to reduce interference, if any,   
prohibited by Section 7.02.                                                     

(c) Buyer's priority for  the use of Transponder Spares or Reserve    
Transponders under Section 9 shall be determined at the time that its           
Transponder would otherwise have become a Failed Transponder without Buyer's    
cooperation under this Section 12.05.                                           

  12.06 Scheduled Delivery Date.  The only consequence of HCG's failure to
-----------------------                                   
meet the Scheduled Delivery Dates shall be as set forth in Sections 4.04, 4.10  
and 4.12.                                                                       

13.  LIMITATIONS ON TRANSFER BY BUYER                                           
--------------------------------                                      

 13.01 Transfers Generally.  Except as specifically provided for in this
-------------------                                       
Agreement, neither Buyer nor HCG shall assign its rights under this Agreement   
except with the written                                                         

20  

EX-10.55
27th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 27th
                                            [*] CONFIDENTIAL TREATMENT REQUESTED

consent of the other, which consent may be given or withheld in such party's    
sole and absolute discretion, except that HCG shall have the right to assign any
or all of its rights of obligations hereunder to any affiliate (as defined in   
Section 13.04) of HCG or its parent corporation, the Hughes Aircraft Company.   
Buyer shall not be permitted to Transfer any all its rights under this          
Agreement to purchase Transponders, or any part thereof, to any third party     
prior to Delivery of the Transponders except as otherwise specified in this     
Agreement or with the written consent of HCG, which consent may be given or     
withheld in HCG's sole and absolute discretion. Notwithstanding the foregoing,  
on or after the Execution Date: (a) Buyer may immediately Transfer or assign its
rights under this Agreement and to all or any portion of Buyer's Transponders   
hereunder to any "Financing Entity," (as defined below) which shall take such   
rights or such Transponders subject to the terms of this Agreement and the TI&C 
Service Agreement, pursuant to such transfer documents as HCG shall reasonably  
request, consistent with its past practice for sale-leasebacks for Galaxy I, II 
and III; provided that no such Transfer or assignment shall relieve Buyer of any
of its obligations hereunder and under the TT&C Service Agreement; and/or (b)   
any Financing Entity to whom any right under this Agreement or any of Buyer's   
Transponders have been transferred pursuant to clause (a) hereof, may, in the   
exercise of its remedies, if Buyer shall default in its obligations under the   
applicable financing agreements, transfer or assign such rights or such         
Transponders to any person or entity who assumes all of Buyer's obligations     
hereunder and under the TT&C Service Agreement, and who executes such transfer  
documents as HCG shall reasonably request, consistent with its past practices   
for Galaxy I, II and III. The right of first refusal in favor of HCG pursuant to
Section 13.03 hereof will not apply to any initial Transfer permitted by this   
Section 13.01, i.e., a Transfer to a Financing Entity, but will apply to any    
subsequent Transfer by any such transferee. In no circumstance shall any        
Transfer under this Section 13.01 relieve Buyer of its Agreed Uses obligations  
under Section 7.01 and its other use obligations as set forth in Section        
7.01(a). As used herein, "Financing Entity" shall mean an entity which lends    
funds to Buyer or which acts on behalf of entities which lend funds to Buyer to 
enable it to purchase Buyer's Transponders or who agrees to purchase Buyer's    
Transponders and lease them back to Buyer in a "sale-leaseback" arrangement.    

   13.02 Transfer After Delivery.  After Delivery, Buyer may Transfer any of
-----------------------                                   
Buyer's Transponders, and the rights and obligations set forth herein, with     
respect to such Buyer's Transponder to any third party only if, prior to such   
Transfer, (i) such transferee executes a document, in form and substance        
satisfactory to HCG, by which such transferee assumes all of Buyer's obligations
under the Agreement and under the TT&C Service Agreement (including, without    
limitation, Buyer's obligations concerning Agreed Uses, its other use           
obligations as set forth in Section 7.01(a) and the right of first refusal set  
forth in Section 13.03); and (ii) Buyer has satisfied its obligation under      
Section 13.03 and, if applicable, HOG has not exercised its repurchase right    
under Section 13.03.                                                            

13.03 [*]                                                             

        (a) Except as set forth in Section 13.03(c), if Buyer desires to [*]
  any of its Transponders [*] (as defined in Section 13.03(b)), then Buyer
  shall first offer by written notification to sell such Transponder(s) to

21  

EX-10.55
28th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 28th
                                            [*] CONFIDENTIAL TREATMENT REQUESTED

[*] of (i) [*] reduced by [*] which had expired, or (ii) the price and
  terms for which [*] to [*] HCG shall have [*] to respond to such written
offer.                                                                

       (b) [*] shall mean, as to each of Buyer's Transponders, that period
which ends at the first to occur of either (i) the end [*]            

     (c) The [*] in this Section shall not apply to any [*] to any [*]
Buyer, provided that such [*] satisfies the obligations set forth in  
Section 13.02.                                                        

 13.04 Affiliate.  As used in this Agreement, "affiliate" shall mean any
---------                                                 
[*] or other entity controlling or controlled by or under common control with   
Buyer or HCG, as the case may be.                                               

14.  ENFORCEMENT OF USAGE RESTRICTIONS                                          
---------------------------------                                     

   14.01 Buyer's Restrictions.  Buyer acknowledges that HCG alone shall have
--------------------                                      
the right, in its sole and absolute discretion, exercised in good faith, to     
determine whether a given use of the Buyer's Transponders constitutes an Agreed 
Use or Cable Entertainment Services, and, based on that determination, to decide
whether to enforce the requirements of Section 7.01.                            

    14.02 HCG's Enforcement Rights.  All other Transponder Owners may obligate
------------------------                                  
themselves to HCG to use the Transponders only for an "agreed use," and shall   
obligate themselves to use the Transponders primarily for Cable Entertainment   
Services (as set forth in Section 7.01(c)).  Buyer further acknowledges that HCG
alone shall have the right, in its sole discretion, exercised in good faith, to 
determine whether a given use by another Transponder owner or transferee of such
Owner constitutes an "agreed use" (as defined in such Owner's Transponder       
Purchase Agreement) or a Cable Entertainment Service, and, based on that        
determination, to decide whether to enforce those provisions in such Owner's    
Transponder Purchase Agreement which are equivalent to Section 7.01 herein.     

15.  PROGRESS REPORTS, INSPECTIONS AND ACCESS TO WORK IN PROGRESS               
------------------------------------------------------------          

  15.01 Progress Reports.  Commencing ninety (90) days after the Execution
----------------                                          
Date and continuing until Delivery, HCG shall furnish to the Buyer on a monthly 
basis a written progress report on the status of the construction of the Two    
Satellites and a statement containing an explanation of material details,       
including HCG's projected Scheduled Launch Dates and projected dates of         
Delivery, variances from performance specifications and any remedial actions    
taken.  HCG shall take reasonable steps to keep Buyer informed periodically of  
communications                                                                  

22  

EX-10.55
29th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 29th
to HCG from the FCC or any other governmental authority which materially affect 
Buyer and concern HCG, the Two Satellites and the Transponders or their use, and
shall promptly deliver copies to Buyer of any such written communications.      

  15.02 Inspection Rights of Buyer.  Buyer shall have the right to inspect
--------------------------                                
Galaxy V and its Transponders during construction and prior to launch, upon     
reasonable notice to HCG and during normal business hours, and shall have the   
right to be present during ground and in-orbit testing. HCG shall give Buyer    
reasonable notice of the commencement of acceptance testing as set forth in     
Section 4.03, above.  Buyer shall be supplied with the test data from such      
acceptance tests.                                                               

   15.03 Access to Work in Progress and Selection of Transponders.  Prior to
--------------------------------------------------------  
Delivery, except for documentation and information regarded by HCG as           
proprietary or trade secrets, relevant and material work in progress, including 
test data and documentation generated through HCG's effort pursuant to this     
Agreement, shall be subject to examination and inspection by Buyer.  To the     
extent that the data and documentation to be provided by Buyer hereunder are of 
a type normally retained by HCG, and are not to be delivered to Buyer under this
Agreement, HCG shall make them available to Buyer at it request for examination 
at a location designated by HCG.  Subject to the provision set forth above, HCG 
shall also deliver copies of test data and other data generated from the testing
and performance of the Satellite and the Buyer's Transponders to Buyer at any   
time on Buyer's request and at Buyer's expertise.  HCG will also conduct ground 
tests of the G-V Transponders.  From the Transponder ground test results        
furnished to Buyer and other Owners, Buyer shall promptly select, in the order  
set forth in Exhibit E (the priority list), its particular Transponder(s) for   
Delivery; provided, however, that HCG shall, prior to Buyer's selection of its  
Transponder(s), designate which Transponders shall be Reserve Transponders.     
Such selection shall be made within three (3) days of HCG's notification to     
Buyer of such test results and the identification of those Transponders which   
have not yet been selected.  HCG shall furnish data necessary to determine      
whether the Transponders satisfy or exceed the applicable Transponder           
Performance Specifications in order to facilitate Buyer's selection of its      
Transponder(s).  If the in-orbit test results vary from the ground test results,
then Buyer shall have the right to substitute Transponders at Buyer's           
discretion, but only for uncommitted Transponders on the same Satellite (i.e.,  
Transponders that have not been sold, leased or otherwise committed by HCG to a 
third party).                                                                   

    15.04 After Delivery Reports.  After Delivery, Buyer shall receive monthly
----------------------                                    
reports on the overall performance of Galaxy V and Galaxy Backup in the form of 
the Galaxy Satellite status reports similar to the Galaxy I Satellite Services  
Monthly Report, plus information furnished to insurer.  Anomalous operations    
shall be reported to Buyer as soon as possible.                                 

16.  CONFIDENTIALITY AND PRESS RELEASES                                         
----------------------------------                                    

     16.01 Confidential Information.  HCG and Buyer shall hold in confidence the
------------------------                                  
Agreement and all Exhibits, including the financial terms and provisions hereof 
and all information received pursuant to Section 15, and HCG and Buyer hereby   
acknowledge and agree that all information related to this Agreement, not       
otherwise known to the public, is confidential and proprietary and is not to be 
disclosed to third persons without the prior                                    

23  

EX-10.55
30th Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 30th
written consent of both HCG and Buyer. Neither HCG, nor Buyer, shall disclose   
such information to any third party (other than to officers, directors,         
employees and agents of HCG and Buyer, each of whom is bound by this Section    
16.01) except:                                                                  

          (a) to the extent necessary to comply with law or the valid order of a
   governmental agency or court of competent jurisdiction, or to satisfy its
  obligations to other Owners of Transponders; provided, however, that the
party making such disclosure shall seek confidential treatment of said
information;                                                          

         (b) as part of its normal reporting or review procedure to regulatory
agencies, its parent company, its auditors and its attorneys;         

  (c) in order to enforce its rights and perform its obligations
pursuant to this Agreement;                                           

       (d) to the extent necessary to obtain appropriate insurance, to its
insurance agent, provided that such agent agrees to the confidential  
treatment of such information; and                                    

        (e) to the extent necessary to negotiate clauses that will be common
to all Transponder Purchase Agreements, including, but not limited to,
    disclosures pursuant to Section 6.07 of this Agreement, and the equivalent
   to Section 6.07 in the Transponder Purchase Agreement of any other Owner.

     16.02  Press Releases.  The parties agree that no press release relating to
--------------                                          
this Agreement shall be issued without the approval of both parties.  Both      
parties agree, however, that a press release relative to this Agreement and     
including Buyer's Agreed Uses shall be simultaneously released within five (5)  
business days of the Execution Date.                                            

17.  DISPOSITION OF SATELLITE                                                   
------------------------                                              

17.01  Post-Warranty Period. After the Warranty Period and until the  
--------------------                                    
earlier of such time as (i) the remaining fuel on board Galaxy V is less than   
four (4) pounds, or (ii) Galaxy V has fewer than eighteen (18) Transponders     
capable of meeting its Transponder Performance Specification, HCG shall continue
to make available to Buyer, on the terms and conditions contained herein,       
Transponder Spares and Reserve Transponders.                                    

 17.02  Disposition of Satellite.  At the earlier of the time as (i) the
------------------------                                
remaining fuel on board Galaxy V is less than four (4) pounds, or (ii) Galaxy V 
has fewer than eighteen (18) Transponders capable of meeting its Transponder    
Performance Specification, HCG in its sole discretion, may remove Galaxy V from 
its assigned orbital location and have no further obligations to Buyer under    
this Section 17 or this Agreement; provided, however, that until HCG so removes 
Galaxy V, HCG shall continue to make available to Buyer its Transponder or      
Transponders, Transponder Spares and Reserve Transponders as provided for in    
this Agreement.  HCG will, to the extent possible, provide Buyer with ninety    
(90) days notice                                                                

24  

EX-10.55
31st Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 31st
prior to the disposition of Galaxy V pursuant to this Section 17.02.            
Notwithstanding anything to the contrary in Section 17.02, if any payment,      
refund, or other performance obligation of either party has arisen prior to     
Galaxy V being removed from its assigned orbital location pursuant to Section   
17.02, then such party shall still be responsible to perform each such          
obligation.                                                                     

18.  DOCUMENTS                                                                  
---------                                                             

       Each party hereto agrees to execute and, if necessary, to file with
the appropriate governmental entities, such documents as the other party hereto 
shall reasonably request in order to carry out the purposes of this Agreement.  

19.  CONFLICTS                                                                  
---------                                                             

          In the case of a conflict between the provisions of this Agreement and
any Exhibit other than Exhibits B, C and G, the provisions of this Agreement    
will prevail.                                                                   

20.  MISCELLANEOUS                                                              
-------------                                                         

    20.01  Interest.  The rate of interest referred to herein shall be 12% per
--------                                                
annum, or the highest legal permissible rate of interest, whichever is lower,   
and all interest or discounting shall be compounded on a yearly basis.  "Pro-   
rata" shall mean an allocation on a straight line basis based on number of days.
All present value analyses shall use a 12% annual discount rate.                

20.02  Applicable Law and Entire Agreement.  The existence, validity, 
-----------------------------------                     
construction, operation and effect of this Agreement and the Exhibits hereto,   
shall be determined in accordance with and be governed by the laws of the State 
of California.  This Agreement and Exhibits hereto, along with the TT&C Service 
Agreement, dated as of the even date herewith, constitutes the entire agreement 
between the parties, and supersedes all previous understandings, commitments or 
representations concerning the subject matter.  The parties each acknowledge    
that the other party has not made any representations other than those which are
contained herein.  This Agreement may not be amended or modified in any way, and
none of its provisions may be waived, except by a writing signed by an          
authorized officer or the party against whom the amendment, modification or     
waiver is sought to be enforced.                                                

    20.03  Notices.  All notices and other communications from either party to
-------                                                 
the other hereunder shall be in writing and shall be deemed received upon actual
receipt when personally delivered, upon actual receipt if sent by facsimile or  
upon delivery after being deposited in the United States mails, postage prepaid,
certified or registered mail, addressed to the other party as follows:          

25  
TO HCG:                                                                         

EX-10.55
32nd Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 32nd
                                                                [Download Table]


                                                                              
  If by mail:                   Hughes Communications Galaxy, Inc.            
                                Post Office Box 92424                         
                                Worldway Postal Center                        
                                Los Angeles, California 90009                 
                                Attention: Senior Vice President-Galaxy       
                                cc: Vice President & Legal Counsel            

  If by FAX:                    (310) 607-4255                                
                                Attention: Senior Vice President-Galaxy       
                                cc: (310) 607-4256 Vice President & Legal     
                                Counsel                                       
  If by personal                                                              
  delivery to its                                                             
  principal place of            1990 Grand Avenue                             
  business at:                  El Segundo, California 90245                  
                                Attention: Senior Vice President-Galaxy       
                                cc: Vice President & Legal Counsel            

TO BUYER:                                                                     
  If by mail:                   International Family Entertainment, Inc.      
                                1000 Centerville Turnpike                     
                                Virginia Beach, Virginia 23463                
                                Attention: Timothy Robertson, President       
                                cc: Louis A. Isakoff, Vice President & General
                                Counsel                                       

  If by FAX:                    804-523-7880                                  
                                Attention: President, Timothy Robertson       
                                cc: Vice President and General Counsel,       
                                Louis A.Isakoff                               
  If by personal                                                              
  delivery to its                                                             
  principal place of                                                          
  business at:                  International Family Entertainment, Inc.      
                                1000 Centerville Turnpike                     
                                Virginia Beach, Virginia 23463                
                                Attention: Timothy Robertson, President       
                                cc: Louis A. Isakoff, Vice President & General
                                Counsel                                       


26  

EX-10.55
33rd Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 33rd
All payments to be made under this Agreement, if made by mail, shall be deemed  
to have been made on the date of receipt thereof.  The parties hereto may change
their addresses by giving notice thereof in conformity with this Section 20.03. 

     20.04  Severability: Nothing contained in this Agreement shall be construed
------------                                            
so as to require the commission of any action contrary to law, and wherever     
there is any conflict between any provision of this Agreement and any statute,  
law, ordinance, order or regulation, such statute, law, ordinance, order or     
regulation shall prevail, provided, however, that in such even the provisions of
this Agreement so affected shall be curtailed and limited only to the extent    
necessary to permit compliance with the minimum legal requirement, and no other 
provisions of this Agreement shall be affected thereby and all such other       
provisions shall continue in full force and effect.                             

20.05  Taxes. If any property or sales taxes are asserted against HCG 
-----                                                   
after, or as a result of, Delivery, by any local, state, national or            
international, public or quasi-public governmental entity, in respect of Buyer's
Transponders or the sale thereof to Buyer, Buyer shall be solely responsible for
such taxes. If any taxes, charges or other levies are asserted by reason of the 
use of the point in space or the frequency spectrum at that point in space in   
which the Satellite containing Buyer's Transponders is located, or the use or of
such Satellite (excluding any FCC license fee imposed on the Satellite itself,  
as compared to the Transponders, which license fee shall be paid by HCG), and   
such taxes are not specifically allocated among the various components of such  
Satellite, then HCG, Buyer and the other Owners of such Transponders shall each 
pay a proportionate amount of such taxes based on the number of Transponders    
each of them owns.                                                              

   20.06  Successors. Subject to Section 13, this Agreement shall be binding
----------                                              
on and inure to the benefit of any successors and assigns of the parties,       
provided that no assignment of this Agreement shall relieve either party hereto 
of its obligations to the other party. Any purported assignment by either party 
not in compliance with the provisions of this Agreement shall be null and void  
and of no force and effect.                                                     

20.07  Headings.  The descriptive headings of the several sections and
--------                                                
paragraphs of this Agreement are inserted for convenience only and do not       
constitute a part of this Agreement.                                            

     20.08  Survival of Representatives and Warranties.  All representations and
------------------------------------------              
warranties contained herein or made by HCG or Buyer in connection herewith shall
survive any independent investigation made by HCG or Buyer.                     

     20.09  No Third-Party Beneficiary. The provisions of this Agreement are for
--------------------------                              
the benefit only of the parties hereto, and no third party may seek to enforce, 
or benefit from, these provisions, except that both parties acknowledge and     
agree that the provisions of Sections 7.02, 8, 9.01, 9.02, 9.03 and 9.04, are   
intended for the benefit of both HCG and all other Owners. Both parties agree   
that any other such Owner shall have the right to enforce, as a third-party     
beneficiary, the provisions of Sections 7.02, 8, 9.01, 9.02, 9.03 and 9.04,     

27  

EX-10.55
Last Page of 34
TOC
1st
Previous
Next
↓Bottom
Just 34th
against Buyer directly, in an action brought solely by such other Owner, or may 
join with HCG or any other Owner, in bringing an action against Buyer for       
violation of such Sections.                                                     

     20.10  Non-Waiver of Breach. Either party hereto may specifically waive any
--------------------                                    
breach of this Agreement by the other party, provided that no such waiver shall 
be binding or effective unless in writing and no such waiver shall constitute a 
continuing waiver of similar or other breaches. A waiving party, at any time,   
and upon notice given in writing to the breaching party, any direct future      
compliance with the waived term or terms of this Agreement, in which event the  
breaching party shall comply as directed from such time forward.                

20.11  Counterparts. This Agreement may be executed in several        
------------                                            
counterparts, each of which shall be deemed an original, and all such           
counterparts together shall constitute but one and the same instrument.         

 IN WITNESS WHEREOF, each of the parties has duly executed and delivered
this Agreement as of the date and year first written above.                     

HUGHES COMMUNICATIONS                           INTERNATIONAL FAMILY            
GALAXY, INC.                                    ENTERTAINMENT, INC.             

By:    /s/ Scott B. Tollefson                   By:   /s/ Larry W. Dantzler     
    -------------------------------          -----------------------------
Its:    Vice President                          Its:   Vice President           

28  

Dates Referenced Herein

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/20/98							None on these Dates
		12/31/94		22
		12/31/93		22
									List all Filings