Exhibit 10.36


 


FIRST AMENDMENT TO THE

SATELLITE CAPACITY LEASE


 


This First Amendment,
effective as of October 4, 2007 (“Effective Date”) hereby amends
the Satellite Capacity Lease that was entered into by and between COLORADO
SATELLITE BROADCASTING, INC. a Colorado Corporation (“Network”) and
TRANSPONDER ENCRYPTION SERVICES CORPORATION (“TESC”) as of the 24th day
of October, 2006 (the “Agreement”). 
Except as otherwise indicated herein, capitalized terms used in this
Second Amendment shall have the same meaning as set forth in the Agreement.


 


In consideration of the
mutual covenants set forth herein, and for other valuable consideration, the
sufficiency of which is hereby acknowledged, Network and TESC agree as fellows:


 


1.                                       Amendments to Agreement. 
The following provisions amend certain provisions set forth in the
Agreement and such provisions shall govern the parties’ relationship with
respect to the lease of encoded-video-file-server storage and streaming.


 


Rent and Residual Revenues.  Section 3.1.5 of the Agreement is hereby
modified by inserting the following at the end of such Section, “Single
Purchase Revenues, shall include but are not limited to revenues associated
with the lease of encoded-video file-server storage and streamlining capacity
by TESC to Network. Encoded-video file-server(s) shall be owned,
maintained, and hosted by TESC and shall be dedicated for content delivery use
only by and for TESC for the purpose of delivery of content to TESC Customers.”


 


Telephone Charges.  Section 3.3
of the Agreement is hereby modified by inserting the following at the end of
such Section.  “Notwithstanding the
foregoing, in the event that New Frontier Media, Inc. and EchoStar
Satellite Operating Corporation enter into that certain “EchoStar Services
Agreement” pertaining to the delivery of teleport services, this Section shall
no longer apply and no charge will be due from Network as a result of an
interruption of service or other transmission failure that is directly
attributable to said transport services including the failure of Network to
meet technical metrics provided by TESC that result in an inability to deliver
service to TESC.”


 


Reports.  Section 4.1
of the Agreement is hereby modified by inserting the following as new
subsection (e), “any viewership information with respect to server-delivered
encoded-video-files that TESC provides to other similarly-situated lessees in
the ordinary course of business.”


 


2.                                       All of the
terms and conditions set forth in the Agreement shall remain in full force and
effect, except to the extent that such terms and conditions are modified by or
in conflict with the provisions of this First Amendment, in which case the
provisions of this First Amendment shall prevail.  Subject to the foregoing, this First
Amendment and the Agreement (including all other amendments, addenda, schedules
and exhibits thereto) shall be deemed one and the same 


 

















 


document, and references in
the Agreement to the “Agreement” shall be deemed to refer to the Agreement as
amended by this First Amendment


 


ACCEPTED
AND AGREED:


 


	
  TRANSPONDER
  ENCRYPTION

  	
  COLORADO
  SATELLITE

  
	
  SERVICES
  CORPORATION

  	
  BROADCASTING,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Mark Jackson

  	
   

  	
  By:

  	
  /s/
  Scott A. Piper

  
	
  Name:

  	
  Mark
  Jackson

  	
   

  	
  Name:

  	
  Scott
  A. Piper

  
	
  Title:

  	
  President
  TESC

  	
   

  	
  Title:

  	
  Chief
  Information Officer

  



 


2