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Home My WebLink About2005-169 Agrmt - AZN Television CITY RECORDER'S COpy IlAnOHAl CAB111ElEVISI8II COOPERATIVE, III PROGRAMMING IMPORTANT RENEWAL INFORMATION: AZN TELEVISION (Formerly INTERNATIONAL CHj~NNEL) April 5, 2005 Dear NCTC Member: Your company was a participating member of the NCTC/lnternational Channel Master Agreement that expired in March of 2004. The NCTC has completed a new agreement for International Channel now re- branded AZN Television and it requires participatif1g members sign the attached AZN Television Participation Agreement if your company wants to continue carriage under this agreement. International Channel has announced that as of March 28, 2005 the service will focus entirely on Asian Americans and viewers interested in Asian entertainment and culture, and will introduce new and improved programming. There will be much more programming exclusive to the channel, or original produGtions specifically for this service. In addition, the majority of the programming will be subtitled in English, and some will be in English. International Channel is building this channel to better serve the Asian American community, as well as providing an outlet for outstanding Asian programm'ing to entertain the general market. In May, the service will have a new name and a new look. It is important that you review the terms of the new agreement as well as the new program description before signing the Participation Agreement. Once your company has signed the AZN Participation Agreement you will be required to carry the service through the term ofthe contract (March 31,2011). AZN has a volume discount rate card. The NCTC currently has approximately 690,000 subscribE~rs in the AZN agreement. Our current rates are based on the 500,OOD-subscriber level. Further volume discounts are available at 1 million and 2 million AZN subscribers. If you wish to continue carriage of AZN under this agreement, you must sign the enclosed AZN Participation Agreement and fax back to us (Attn: Phil Johnson @ 866/628-2774) no later than June 15, 2005. The new Agreement is available on our website VvWW.cabletvcooP.orQ. If you have any questions, please contact your NCTC Programming Participation Representative. Sincerely, 1'(~ 11200 Corporate Avenue Lenexa, Kansas 66219 Phone 913/599-5900 Fax 866 /628-2774 u~ ~'\ \0 1/ \J.\. Kathy Svoboda Vice President - Programming Operations Reference 4/1/05 AZN RznSM TELEVISION T r;:' i' ~ , J ~..: &." t& ~ !'. f< (..~If.r' Formerly INTERNATIONAL CHANNEL DescriDtion (Provided by Programmer) International Channel has re-branded and re-Iaunched as AZN TELEVISION - a cable channel for Asian America. Programming includes Asian and Bollywood films, dramas, anime, Asian pop music, documentaries, sports, originals produced in the U.S, and news from Asia. The programming appeals to a wide multigenerational Asian American audience. Many programs will air in their original Asian language, and English subtitles will accommodate more acculturated Asian American and non-Asian viewers. The time is ripe. America's appetite for Asian cutture is enormous, whether ifs Hong Kong-inspired action fests, Asian sports stars, hip hop videos with Bollywood beats, or the craze for yoga, natural healing and feng shui. Despite their influence, Asian Americans still experience a dearth of Asian faces, themes, and storylines when they turn to their favorite general market shows. AZN TV is stepping in to fill the gap, with Asian films and drama, anirne, pop music and news, as well as original shows by, for and about Asian Americans. With such a wide spectrum of content, AZN TV has something to offer all fans of Asian entertainment, whether immigrants to the U.S., Asian Americans or pop cutture fans of every background. Contract Tenn March 31, 2011 Any NCTC member which elects to become a Participating Member hereunder may not withdraw from this Master Agreement prior to its expiration without the prior written consent of NCTC and, if required by the temlS of this Master Agreement, the applicable programmer, PROVIDED that an NCTC member that has divested one or more cable television systems (in a bona fide, arms-length transaction or series of related transactions) may withdraw that system from this Master Agreement with only the prior written consent of the applicable programmer (if such consent is required by the tenns of this Master Agreement). Participation Provision The NCTC Master Agreement allows members to switch over from an existing Individual A1~liation Agreement to the Master Agreement at any time during the term of the Master Agreement. Participating member must not beon Account Hold with the NCTC and be current in payment to International Networks and not in breach of any agreement with International Networks. How To ParticiDate 1) Review the attached Contract Summary Sheet (Page 2). 2) Copy and complete the attached - System Participation Form- and -Member Agreement- 3) Complete the -Launch Authorization Form- for new launch only! 41) Mail or fax forms to NCTC at (866) 628-2774. Pavment Procedure. Due Date and Penaltv for Default Payments are made monthly to NCTC. Invoices are mailed to Participating Members approximately the first of each month. Members are required to pay the invoice amount and update subscriber counts as of the last day of the preceding month. Payment and updated subscriber counts should be returned to NCTC by th~~ 15th of the month. Members who pay by pre-authorized draft will be drafted on the 15th and need only return updated subscriber counts, Members who do not pay by the 25th of the month will be assessed a late fee of 1 .5% which will appear on the next month's invoice and are subject to having their account put on Account Hold ;and 1) will be unable to get into any new programming agreements, 2) will be unable to order hardware from th4~ NCTC, 3) will have any launch incentives, rebates, credits etc. due Member held until Member becomes current and 4) may be subject to termination of their participation in this Agreement or their Membership in NCTC. Members who fail to meet their financial obligations to the NCTC may be excluded, at the NCTC's sole discretion, from this and all other master programs offered to members. Programmers may refuse service including de- authorization of video descramblers. Re-entry into this agreement is at the option of the programmer and the NCTC. Copies of the master agreement and the most current programming summary are available on the NCTC web page WNW.cabletvcooP.ora. National Cable Television Cooperative, Inc., 11200 Corporate Avenue, Lenexa, KS 66219-1392 Phone (913) 599-5900 FAX (866) 628-2774 (toll free) or (913) 599-5903 = II( :E :E ::) en W Z 1-1 :E :E = w ~ a. ~ c z ~ ::) U) ~ I- Z o u t.. .~.. ~:.~. Azn," TELEViSION Formerly International Channel Rates (AZN subs to total system subs) 60% -100% 40% - 59.9% 20% - 39.9% Less than 20% 2004 2005 2006-2010 $.089 $.091 Previous Year + CPI $.109 $.112 Previous Year + CPI $.125 $.128 Previous Year + CPI $.135 $.138 Previous Year + CPI AZN Television may not be carried on an -a fa carte" basis. Volume Discounts The above rates are volume discount rates based on a level of 500,000 AZN Television subs. Further volume discounts are available at 1 million and 2 million subs. 2005 Launch Incentive New Launches: Systems that launch on analog or on the highest penetrated digital tier before December 31,2005 will receive AZN Television free through June 30,2008. This offer is available for systems that are not currently carrying and have not carried it within the last six months. If a system repositions to a less-penetrated digital tier the free time will end. Repositions: Systems that reposition before December 31, 2005 from a less-penetrated digital tier to the highest penetrated digital tier or to analog will receive AZN Television free through June 30, 2007. If a system repositions to a less-penetrated digital tier the free time will end. RiClhts CATV, MMDS, DBS, SMATV, OVS: Yes Contract Provisions Members must carry this service through the full term of the agreement and may not delete service at any time during the length of the contract AZN Television must be carried on a full time basis. Ad Avails: 2 minutes per hour. Most Favored Nations: Yes Bulk Rate: E.B.U. Formula (must pay on 50% of units in each MDU) Courtesy Account Provision: Yes, not to exceed .5% of total system subs CONFIDENTIAL AND PRIVilEGED INFORMATION This infonnation is for reference only. Should discrepancies or errors exist, the terms of the master agreement will prevail. Contract Effective: November 1, 2004 Azn," T~,:L[V!Sf(:H'.J Formerly International Channel PARTICIPATION AGREEMENT The undersigned member ("Participating Member" or Member") of National Cable Television Cooperative, Inc. (NCTC) hereby elects as of the date shown below to be included under the Affiliation Agreement dated November 1, 2004 and between NCTC and International Networks, LLC (the "Agreemenf'), and agrees to be bound by, and comply with all of the terms and conditions contained in the Agreement, a copy of which Member acknowtedges has been provided to Member. Participating Member agrees to make payments to Network through NCTC under the Agreement with respect to the systems designated on the reverse side of this Exhibit A. Participating Member represents to Network and NCTC that: (i) Participating Member is an entity duly organized and validly existing under the laws of its state of organization; (ii) Participating M4~mber has the corporate power and authority to enter into this Agreement and to perform .fully its obligations hereunder; (iii) The Agreement and this Participation Agreement are valid binding and enforceable agreements on Participating Member; (iv) Participating Member is not under any contractual or other legal obligation which in any way interferes with its full, prompt and complete performance under the Agreement and this Member Agreement; (v) Participating Member owns, manages or otherwise controls each cable system to which in any way is under the Agreement; (vi) Each such cable system is a "cable system" or a multichannel video programming distributor as defined in the Communications Act of 1934 as amended, and the Cable Television Consumer Protection and Competition Act of 1992; (vii) Participating Member holds a valid franchise awarded by the appropriate governmental authority (or equivalent authorization if no franchise has been awarded) to operate a cable television system or multichannel video programming service in each area serviced by each such system. PARTICIPATING MEMBER AGREES TO INDEMNIFY AND HOLD NETWORK AND NCTC HARMLESS FROM ANY LIABILITIES, CLAIMS, COSTS, DAMAGES AND EXPENSES, INCLUDING REASONABLE ATTORNEY FEES, ARISING OUT OFTHE BREACH OF ANY OF THE TERMS OF THIS MEMBER AGREEMENT OR THE AGREEMENT BY MEMBER. MEMBER ALSO REPRESENTS THAT AS OF THE DATE OF THIS PARTICIPATION AGREEMENT, MEMBER IS CURRENT IN ALL PAYMENTS OWED TO NETWORK OR NCTC. Any NCTC member which elects to become a Participating Member hereunder may not withdraw from this Master Agreement prior to its expiration without the prior written consent of NCTC and, if required by the terms of this Ma$ter Agreement, the applicable programmer, PROVIDED that an NCTC member that has divested one or more cable television systems (in a bona fide, arms-length transaction or series of related transactions) may withdraw that system from this Master Aflreement with only the prior written consent of the applicable programmer (if such consent is required by the terms of this Master Agreement). The Agreement and this Participation Agreement contain the full understanding of the parties with respect to the subject matter hereof and supersede all previous agreements between Net'vvork and Member or between Network and NCTC relating to Member. Name U1!. -rz.1\I. /E.13~.u ,_ Title h 1JA1\J~ bll2..6..i!JD/l.. Signature "tfJJ( .-t... - _tf- a Member Company ~7\'"-^N.'"D t=( ~~ M G"\wt) ~L NCTCIDLl:!- lDO Launch Date Today's Date. ~/ j / OS PhoneS4l-552-~~t" Fax SLH-55).-~'-I~~ Email V"\L~^€^st-\lJdi~,~uS c- (SYSTEM PARTICIPATION FORM REQUIRES EXECUTION FOR AGREEMENT TO BE VALID) <w..\~'1 S~S-n."M t..o~~: ~l()\.(\GL.-\~\~SVJCi~ cA-rv ,;V\A..~!\.h ~