TRANSPONDER LEASE AGREEMENT

 

                                 Exhibit 10.21

Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions marked by [**] have been separately
filed with the Commission.

                         TRANSPONDER LEASE AGREEMENT
                          ---------------------------

     THIS AGREEMENT, made and entered into this 9th day of December, 1993, by
and between Microspace Communications Corporation, a North Carolina corporation
("Microspace"), and Muzak Limited Partnership, a limited partnership with
principal offices in Seattle, Washington ("Customer").

                                  WITNESSETH:

     WHEREAS, Microspace and Customer entered into an agreement on May 6, 1988
for leased transponder capacity on Ku-2, a Ku-band domestic communications
satellite system operated by GE Americom Communications, Inc; and

     WHEREAS, Microspace and Customer entered into an agreement on November 19,
1991 for leased transponder capacity on SBS-6/Galaxy IV/Ground Spare Ku-band
domestic communications satellites operated or to be operated by Hughes
Communications Galaxy, Inc; and

     WHEREAS, it is the intention of Microspace and Customer that all of
Customer's Service shall be provided on Galaxy IV no later than February 1,
1996; and

     WHEREAS, Microspace has leased transponder capacity on the Galaxy IV Ku-
band domestic communications satellite operated or to be operated by Hughes
Communications Galaxy Inc. (Hughes); and

     WHEREAS, Customer desires to use part of the transponder capacity leased by
Microspace for the purpose of subcarrier transmission; and

     WHEREAS, Microspace desires to provide such capacity to Customer pursuant
to the terms and conditions hereof;

     NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants herein made, the Parties, intending to be legally bound, hereby
mutually agree as follows:

                                   ARTICLE I

                                  DEFINITIONS
                                  -----------

     As used in this Agreement, the following terms shall have the following
meanings:

     1.01  "Agreement" means this Agreement;

     1.02  "The Satellite" means the domestic communications satellite designed
to operate in the Ku-band, positioned at the 99 degrees W.L. orbital position
and labeled by Hughes as Galaxy IV;

     1.03  "Satellite Commencement Date" shall mean the date, if any, on which
transponder service at the 99 degrees W.L. orbital location has commenced or
commences on the Galaxy IV satellite as determined by Hughes.

     1.04  "Service" means the Transponder capacity leased by Customer from
Microspace;

     1.05  "Microspace's Transponder" means that portion of a transponder or
transponders on The Satellite leased from Hughes by Microspace;

     1.06  "Parties" means the signatories to this Agreement and a "Party" means
one of such signatories;

     1.07  "Transponder" or "Transponders" means Microspace's Transponder;

     1.08  "Transponder Failure" means with respect to Microspace's Transponder,
any of the following events:

           (a) Twenty (20) or more "outage units" shall occur within any thirty
(30) consecutive days (an outage unit being an interruption of Microspace's
Transponder such that a credit allowance is due under Article V of this
Agreement); or

           (b) Microspace's Transponder shall fail to meet Transponder
Performance Specifications for twelve (12) consecutive days.

     1.09  "Transponder Performance Specifications" means those specifications
for the design and performance of the The Satellite Transponders contained in
Exhibit A and Exhibit B;

     1.10  "Transponder Spares" means certain redundant transponder equipment
units which are designed as substitutes for equipment component units, the
failure of which could cause a transponder to fail to meet the Transponder
Performance Specifications.

     1.11  "Interruption of Service" shall mean any time the Transponder used by
Customer fails to meet any of the Transponder Performance Specifications.

     1.12  "Customer's Signal" means the complete intelligence to be transmitted
to Microspace's Transponder on behalf of Customer pursuant to this Agreement.

                                   ARTICLE II

                                    SERVICE
                                    -------

     2.01  Transponder Service.  Microspace shall provide transponder service to
           -------------------                   
Customer as follows:

           (a) Service Under Pre-Existing Agreements.
               ------------------------------------- 

               (i)  Ku-2 Service; Termination of Ku-2 Lease Agreement.  
                    -------------------------------------------------   
Microspace shall continue to provide full-time (i.e., 24 hours per day, 7 days
per week) Service (as defined in the Transponder Lease Agreement between
Microspace and Customer dated May 6, 1988 as amended by Addendum to Transponder
Lease Agreement dated January 3, 1989, Amendment to Transponder Lease Agreement
dated January 4, 1989, and Second Addendum to Transponder Lease Agreement dated
January 23, 1991) (the "Ku-2 Lease Agreement") through January 31, 1996, at
which time the Ku-2 Lease Agreement shall be deemed to be terminated.

               (ii)  SBS-6/Galaxy IV/Ground Spare Service; Termination of SBS-
                     --------------------------------------------------------
6/Galaxy IV/Ground Spare Lease Agreement. Microspace shall continue to provide
- ----------------------------------------
full-time (i.e., 24 hours per day, 7 days per week) Service (as defined in the
Transponder Lease Agreement between Microspace and Customer dated November 19,
1991 (the "SBS-6/Galaxy IV/Ground Spare Lease Agreement") through March 31,
1994, at which time the SBS-6/Galaxy IV/Ground spare Lease Agreement shall be
deemed to be terminated.

           (b) Galaxy IV Service.  In addition to providing the service
               -----------------  
described in Subsection 2.01 (a) above, Microspace shall provide full-time
(i.e., 24 hours per day, 7 days per week) Service (as defined in Exhibit B to
this Agreement, commencing on February 1, 1994.

     2.02  Orbital Location.  Customer's Service shall be provided from 99
           ----------------  
degress W. L. Orbital location.

     2.03  Uplink Facilities.  Microspace shall provide, within thirty (30) days
           -----------------                                                    
after execution of this Agreement, transmitting equipment and related facilities
(hereinafter "Uplink Facilities") sufficient to transmit Customer's Signals from
the ground to Microspace's Transponder, subject to the following conditions:

           (a) The Uplink Facilities shall be located in or near Raleigh, North
Carolina.

           (b) Microspace will provide, operate and maintain transmitting
equipment which will be capable of sending Customer's 

Signal to Mircospace's Trasponder if Customer's Signal is configured so that it
is technically compatible with the transmitting equipment provided by
Microspace.

           (c) Microspace will operate the Uplink Facilities in a reasonable
manner consistent with the type of equipment located thereon.  Unless Microspace
commits an intentional breach, it will not be liable for consequential damages
for breach of this provision.  As used herein, "consequential damages" includes
revenues lost to Customer as a result of the inability of Customer to transmit
Customer's Signal but does not mean the costs incurred by Customer in replacing
damaged property or in securing replacement facilities or replacement
transponder capacity.

           (d) Customer will adhere to all reasonable rules and regulations
established by Microspace for the Uplink Facilities, including, but not limited
to, access by third persons.

           (e) The Uplink Facilities provided by Microspace shall include
facilities to allow for the downlink of Customer's Signal from other satellites,
including those operating in C-band, for re-transmission to Microspace's
Transponder.

           (f) Microspace will provide Customer space within a building at the
Uplink Facilities sufficient to accommodate standard wegener or equivalent
modulation equipment required for transmission of Customer's channels as defined
in the Exhibits of this Agreement.  Customer will pay no rent for said space.
Additional rack space will be leased to Customer, if requested, at rates to be
agreed upon, subject to space available.

               (i)    All taxes or assessments which are incurred as the result
of the installation and operation of Customer's equipment will be paid by
Customer in a timely manner.

               (ii)   Microspace will provide electric power and temporary
emergency backup electrical power for the operation of Customer's equipment
without charge. Microspace will use all reasonable efforts to maintain a
suitable environment within the building to support the operation of standard
electrical devices typically installed in Uplink Facilities.

               (iii)  Microspace will not be responsible for damage to or
destruction of Customer's equipment located at the Uplink facilities unless the
damage or destruction is caused by Microspace's gross negligence or willful
misconduct.

The information below marked by [**] has been omitted pursuant to a request for
confidential treatment. The omitted portion has been separately filed with the
Commission.

                                  ARTICLE III

                         COMMENCEMENT OF SERVICE TERM
                         ----------------------------

     3.01  Term.  This Transponder Lease Agreement, including Transponder
           ----  
Service as defined in Section 2.01, shall begin December 9, 1993    and end on
                                               ---------------------  
the "Expiration Date," meaning the earliest to occur of:

           (a) The date that Hughes determines that Galaxy IV should be taken
out of service because there is insufficient fuel for continued operations;

           (b) The termination or cancellation of this Agreement as provided in
Article X of this Agreement.

                                  ARTICLE IV

                     MONTHLY CHARGE AND METHOD OF PAYMENT
                     ------------------------------------

     4.01  Monthly Charge.  Customer shall pay to Microspace monthly, in
           --------------   
advance, the following amounts for Service during the following periods:

           (a) Existing Ku-2 Service.  For the period February 1, 1994 through
               ---------------------                                          
January 31, 1996, Customer shall pay to Microspace monthly, in advance, the
amount as outlined in Article IV, Section 4.01 of the existing Ku-2 agreement
dated May 6, 1988 and amended by the addendum dated January 3, 1989, and the
second amendment dated January 23, 1991; and

           (b) Existing SBS-6/Galaxy IV/Ground Spare Service.  For the period
               ---------------------------------------------                 
February 1, 1994 through January 31, 1996, Customer shall pay to Microspace
monthly, in advance, the amount as outlined in Article IV, Section 4.01 of the
existing SBS-6/Galaxy IV/Ground Spare agreement dated November 1991; and

           (c) Galaxy IV Service.  Beginning February 1, 1996, Customer shall
               -----------------                                             
begin paying to Microspace, monthly, in advance, the amount of [**] through the
end of the term of this Agreement.

     These charges constitute all charges for Service to be provided by
Microspace to Muzak during such periods under the Existing Ku-2 Agreement,
Existing SBS-6/Galaxy IV/Ground Spare Agreement and this Agreement, and in lieu
of all charges that would otherwise be payable under the Existing Ku-2 and SBS-
6/Galaxy IV/Ground Spare Agreements.

The information below marked by [**] has been omitted pursuant to a request
for confidential treatment.  The omitted  portion has been separately filed with
the Commission.

     Customer warrants that it will, as necessary, repoint and/or retrofit its
existing earth stations at its sole expense to operate to the specifications
contained in Exhibit B of this Agreement.  In consideration of this expense,
Microspace shall provide a Ku-2 and Galaxy IV simulcast at no additional charge
to Customer for the period [February 1, 1994 through January 31, 1996].

     If the term should not commence on the first day of a month or end on the
last day of a month, the monthly charge for the fractional part of the month
shall be calculated at a daily rate of one-thirtieth of the monthly charge
specified in Paragraph 4.01. All payments shall be made to Microspace at its
address as designated in Section 13.08 and shall be deemed to be made upon
receipt thereof by Microspace. Microspace will assess a late payment charge of
one and one-half percent (1.5%) compounded monthly on payments received after
the due date.
    
     4.02 [**] Microspace will not [**] to any other person or entity [**]
than those applicable to [**] hereunder. Should Microspace provide [**],
this Agreement shall be amended to provide Customer with [**] for the remainder
of the term of the Agreement; provided, however, that this provision will not 
apply with respect to [**] Capital Broadcasting Company or any subsidiary 
thereof.      

                                   ARTICLE V

                 INTERRUPTION OF TRANSMISSION OVER TRANSPONDER
                 ---------------------------------------------

     5.01  Outage Allowance.  If applicable, Microspace shall grant Customer an
           ----------------                                                    
Outage Allowance, as follows:

     If a "Creditable Interruption of Service" (as defined below) occurs, then
for each full hour (i.e., 60 minutes) of such Creditable Interruption of Service
Microspace shall grant Customer a pro rata Outage Allowance, as defined below.
The Outage Allowance shall be based upon the monthly charge for Customer's
Service and the length of the Creditable Interruption of Service, calculated
pursuant to the equation below.  Creditable interruptions shall be acknowledged
by Microspace through the issuance of credit memoranda.  Such memoranda shall be
issued within fifteen (15) days of the close of each calendar month and shall
reflect all credit allowances accumulated by Customer during such month.
Customer may deduct from its next monthly payment the amount specified in the
credit memorandum received in the preceding month.  As used herein, "Creditable
interruption of Service" shall mean the aggregate period (in hours) -- only
where such aggregation 

exceeds a total of (whether or not consecutive) twelve (12) hours during any
consecutive thirty (30) day period -- during which an Interruption of Service
occurs. For purposes of this Agreement, Creditable Interruption of Service shall
include such initial twelve (12) hour period and shall be measured from the time
Microspace receives notice from Customer of the Interruption of Service until
the time the Transponder has been restored to operation, but shall not begin in
any event until Customer ceases to use the Service.

Outage Allowance = Interruption of Service (in hours) X Monthly Lease Payment
                   ----------------------------------------------------------
                                720 hours/month

     In no case shall an Outage Allowance be made for any Interruption of
Service related to: (i) any failure on the part of Customer to perform its
transmission or other material or operational obligations pursuant to this
Agreement, (ii) failure of facilities provided by Customer, (iii) reasonable
periodic maintenance by Hughes, (iv) interference from third party transmissions
or usage, (v) cooperative testing between Customer and Microspace, except where
trouble or fault is found in the Transponder.

     5.02  Resolution of Credit Disputes.  In the event that Microspace and
           -----------------------------                                   
Customer cannot agree on the amount of credit due Customer following an
interruption, Customer may withhold payment of the disputed amount until
Microspace and Customer resolve the dispute; provided, however, that should a
credit dispute or disputes arise totalling two months service fees or more in
the aggregate, Microspace or Customer may cancel this Agreement on thirty (30)
days written notice and pursue all legal remedies available to resolve the
dispute, including claims of breach for wrongful termination.

                                  ARTICLE VI

                            TRANSPONDER PROTECTION
                            ----------------------

     6.01  Restoration of Service.  If Microspace's Transponder suffers a
           ----------------------                                        
Transponder Failure, Customer will remain bound by this Agreement if
Microspace's Transponder is restored within 240 hours using a Transponder Spare
or unused transponder per the underlying lease agreement between Microspace and
Hughes as excerpted below:

           "B. Provision of Continuing Service. In the event of a
               -------------------------------                               
     Transponder Capacity Failure, Hughes shall provide Customer's
     Transponder Capacity using a spare component(s) of a Transponder on
     the Leased Satellite (including a spare traveling wave tube(s)), if
     available, or if such spare component(s) is unavailable, then by using
     an alternate Transponder(s) on the Leased Satellite, if available. The
     availability of such spare components(s) or alternate Transponder(s)
     on the Leased Satellite, on a permanent or temporary basis, shall be
     determined by Hughes in its sole discretion. The foregoing
     notwithstanding, Customer's sole remedies for any preemption or
     interruption of Use under this Article III, shall be the recovery of
     an Outage Allowance pursuant to Article V, if applicable, or the
     termination of this Agreement pursuant to Article VIII."

     If it is not so restored, Customer may terminate this Agreement immediately
and without any notice to Microspace.  In the event that Satellite is
prematurely removed from service by Hughes and if Microspace has, pursuant to
the Hughes lease, preferential rights to replacement transponder capacity on a
successor satellite, Customer shall have the corresponding right to sublease
transponder service from Microspace on such successor satellite."

                                  ARTICLE VII

                        TRACKING, TELEMETRY AND CONTROL
                        -------------------------------

     7.01  Throughout the term of this Agreement, Hughes shall be responsible
for all the functions of Tracking, Telemetry and Control ("TT&C") including,
without limitation, stationkeeping, attitude control, and other satellite
maintenance and switching functions.

                                 ARTICLE VIII

                          REPORTS AND COMMUNICATIONS
                          --------------------------

     Microspace will provide Customer with the following reports regarding the
operation of the satellite and the associated TT&C facilities:

     8.01  Anomalous Operation Notification.  Microspace shall notify Customer
           --------------------------------   
as soon as possible by telephone with prompt written confirmation of any
significant incidents that have been brought to its attention by Hughes which
have a material effect on Microspace's Transponder. Microspace also shall notify
Customer promptly of any circumstances that Hughes has brought to its attention
which make it clearly ascertainable or predictable that any of the incidents
described in this section will occur.

     8.02  Maneuver Notification.  Microspace shall notify Customer of all non-
           ---------------------                                              
emergency maneuvers of The Satellite which would result in a change in the
orbital location of The Satellite within two (2) days of receiving notification
of the same from Hughes.

                                  ARTICLE IX

                              USE OF TRANSPONDERS
                              -------------------

     9.01  Use of and Right to Transponders.  Customer shall have the right to
           --------------------------------                                   
use the Service, including transponder channels, provided hereunder for any
lawful purpose.

                                   ARTICLE X

                                  TERMINATION
                                  -----------

     10.01 Termination by Customer.  Anything set forth herein to the contrary
           -----------------------                                   
notwithstanding, upon the occurrence of any of the following events Customer may
terminate this Agreement within ninety (90) days of actual knowledge of the
events giving rise to the right to termination:

           (a) Breach or Default.  If Microspace commits a material breach or
               -----------------                                             
default of any of the provisions of this Agreement and such breach or default
has not been cured within thirty (30) days after receipt by Microspace of
Customer's notice of such breach or default; provided, however, that Customer
may terminate this Agreement immediately in the event that a Transponder Failure
is not corrected within two hundred forty (240) hours (as provided in Article
VI).

           (b) Government Restrictions.  If the performance of this Agreement
               -----------------------                                       
pursuant to the terms hereof has been prohibited by any federal, state or local
court, governmental or regulatory body, and Service has been interrupted for a
period of two hundred forty (240) hours or more as a result.

     10.02 Termination by Microspace with Notice.  Anything set forth herein to
           -------------------------------------                            
the contrary notwithstanding, upon the occurrence of any of the following events
Microspace may terminate this Agreement upon ten (10) days prior notice of
intent to terminate to Customer:

           (a) Breach or Default.  If Customer commits a material breach or
               -----------------                                           
default of any of the provisions of this Agreement, including, but not limited
to a failure to pay timely the monthly charge due under Article IV, and such
breach or default has not been cured within thirty (30) days after receipt by
Customer of Microspace's notice of such breach or default;

           (b) Governmental Restriction.  If performance of this Agreement
               ------------------------                                   
pursuant to the terms hereof has been prohibited by any federal, state or local
court, governmental or regulatory body, and performance by Customer has been
interrupted for a period of Two Hundred Forty (240) hours or more as a result.

     10.03 Termination by Microspace Without Notice.  Microspace can terminate
           ----------------------------------------                 
this Agreement immediately if the underlying transponder lease between
Microspace and Hughes (the Hughes lease) terminates for reasons beyond the
control of Microspace. Termination of the Hughes lease shall not be deemed to be
beyond the control of Microspace if it results from a default of said lease by
Microspace and 

said default has been acknowledged as such in writing by Microspace or
judicially determined to be such.

     10.04 Damages.  A termination of this Agreement under Sections 10.01(a) and
           -------                                                          
10.02(a) shall not limit a Party's right or ability to recover damages
occasioned to such Party as a result of the other Party's breach of this
Agreement.

                                  ARTICLE XI

                                    DEPOSIT
                                    -------

     11.01 Deposit.  No deposit required.
           -------                       

                                  ARTICLE XII

                  INDEMNIFICATION AND LIMITATION OF LIABILITY
                  -------------------------------------------

     12.01 Limitation of Liability.
           ----------------------- 

           (a) Neither Party shall be liable for any failure of performance
hereunder due to causes beyond its control, including but not limited to acts of
God, fire, flood or other catastrophes; any law, order, regulation, direction,
action or request of the United States government, or of any other government,
including state and local governments having jurisdiction over such Party, or of
any department, agency, commission, bureau, corporation or other instrumentality
of any one or more said governments, or of any civil or military authority,
national emergencies, insurrections; riots, wars, or strikes, lockouts, work
stoppages or other labor difficulties;

           (b) Except with respect to an intentional breach by Microspace of
Section 2.02 or Section 13.15, the liability of Microspace for damages or losses
of any kind arising out of its furnishing Service to the Customer hereunder
shall not include consequential damages, as defined in Section 2.02 above.

           (c) Microspace shall not be liable for any act or omission of any
other entity furnishing to the Customer facilities or equipment used with the
Service nor shall Microspace be liable for any damages or losses due to the
fault or negligence of the Customer or to the failure of Customer-provided
equipment or facilities.

     12.02 Indemnification by Customer.  Customer shall indemnify and hold
           ---------------------------                                    
Microspace and its affiliates, its and their officers, employees or agents, or
any of them, whether acting through Microspace or otherwise, harmless from and
against:

           (a) Use by Customer.  All loss, liability, damage and expense,
               ---------------                                           
including reasonable counsel fees due to claims for libel, slander, infringement
of copyright arising from the material transmitted by Customer over Microspace's
facilities; and any other claim resulting from any negligent or wrongful act or
omission of Customer or patrons of Customer and relating to the Service
furnished by Microspace;

           (b) Misrepresentation, Breach, etc.  Any and all damages occasioned
               ------------------------------                                 
by, arising out of or resulting from any material misrepresentation, intentional
breach of warranty or covenant, or intentional default or intentional
nonfulfillment of any agreement on the part of Customer under this Agreement or
under any certificate, agreement, exhibit, schedule or other instrument
furnished to Microspace pursuant to this Agreement or in connection with any of
the transactions contemplated hereby;

           (c) Defense of Third Party Claims.  Microspace shall notify Customer
               -----------------------------                                   
within ten (10) days of its being served with a lawsuit, and otherwise within
thirty (30) days of its actual knowledge of the occurrence of any event or of
its discovery of any facts, which in its opinion entitle or may entitle it to
indemnification from a third party claim under this Article.  Microspace's
failure to do so shall preclude it from seeking indemnification hereunder unless
such failure has not prejudiced the Customer's ability to defend such claim.
Customer shall promptly defend such claim by counsel of its own choosing at its
own cost and expense and Microspace shall cooperate with Customer in the defense
of such claim including the settlement of the matter on the basis stipulated by
Customer (with Customer being responsible for all costs and expenses of such
settlement).  If Customer within reasonable time after notice of a claim fails
to defend Microspace, Microspace shall be entitled to undertake the defense,
compromise or settlement of such claim at the expense of and for the account and
risk of Customer.

           (d) Right to Defend.  If there is a reasonable probability that
               ---------------                                            
resolution of a claim in the manner provided in paragraph (c) above will
materially and adversely affect Microspace, Microspace shall have the right, at
its own cost and expense, to defend, compromise or settle such claim against it.

           (e) Claim Against Third Party.  If the facts giving rise to
               -------------------------                              
indemnification hereunder shall involve a possible claim by Microspace against a
third party, Microspace shall have the right, at its own costs and expense, to
undertake the prosecution, compromise and settlement of such claim;

           (f) Release.  Customer will not, without Microspace's consent, settle
               -------                                                          
or compromise any claim or consent to any entry of judgment which does not
include as a term thereof an unconditional 

release by the claimant or plaintiff of Microspace from all liability with
respect to such claim.

                                 ARTICLE XIII

                                 MISCELLANEOUS
                                 -------------

     13.01 Public Notice, Confidentiality and Proprietary Information.
           ----------------------------------------------------------  
Notwithstanding any termination of this Agreement, Microspace and Customer shall
hold in confidence the information contained in this Agreement, and Microspace
and Customer hereby acknowledge that all information related to this Agreement
is confidential and proprietary and is not to be disclosed to third persons,
without the prior consent of both Microspace and Customer. Neither Microspace
nor Customer shall disclose to any third party (other than Hughes), the
existence of, or any of the terms and provisions of, this Agreement except as
provided in this section 13.01. Neither Party shall issue a public notice or a
news release concerning this Agreement and the transactions contemplated hereby
without the prior approval of the other Party, which approval shall include the
right to approve the form, content and timing of any such release. To the extent
that either Party discloses additional information which it considers
proprietary, it shall identify such information as proprietary when disclosing
it to the other Party by marking it clearly and conspicuously as proprietary
information; provided, however, that Microspace understands and agrees that the
names and locations of Customer's patrons and affiliates are confidential and
proprietary and need not be identified as such at the time of disclosure to
Microspace. Any proprietary disclosure to either party, if made orally, shall be
promptly confirmed in writing and identified as proprietary information, if the
disclosing party wishes to keep such information proprietary under this
Agreement. Any such information disclosed under this Agreement shall be used by
the recipient thereof only in its performance under this Agreement.
Notwithstanding the foregoing, neither Party shall be liable for disclosure or
use of such proprietary information (but shall notify the other Party prior to
such disclosure or use) which is:

           (a) Applicable Law.  Required to be disclosed to the extent necessary
               --------------                                                   
to comply with law or the valid order of a governmental agency or court of
competent jurisdiction;

           (b) Internal Business Matter.  Disclosed as part of its normal
               ------------------------                                  
procedures to its officers, directors, parent company, auditors and attorneys,
each of whom shall agree to be bound by the provisions and spirit of this
Section;

           (c) Enforcement of Rights.  Disclosed in order to enforce its rights
               ---------------------                                           
and perform its obligations pursuant to this Agreement;

           (d) Financing and Disposition.  Disclosed to the extent necessary as
               -------------------------                                       
part of a sale, lease or financing arrangement, to its purchasers, lessees,
investment bankers, independent auditors or legal counsel and their agents,
representatives or independent contractors or any financial institution;
provided, however, that such parties shall agree in writing to be bound by the
provisions and spirit of this Section;

           (e) Public Information.  Available or becomes available to the public
               ------------------                                               
from a source other than the receiving Party before or during the period of this
Agreement, is lawfully obtained by the receiving Party from a third party or
parties, or is known by the receiving Party prior to such disclosure;

           (f) Release.  Released without restrictions in writing by the
               -------                                                  
disclosing Party; or

           (g) Independent Development.  At any time developed by the receiving
               -----------------------                                         
Party completely independent of and prior to any such disclosure or disclosures
from the disclosing Party when such development can be documented to have
occurred prior to a disclosure.  No license to the other Party, under any
patents, is granted or implied by conveying proprietary information or other
information to that Party.

     Notwithstanding the foregoing, the existence (but note the material terms)
of this Agreement may be disclosed to the patrons and affiliates of Customer to
the extent necessary to establish proper transmission of music and other
communications services to such individuals and entities through the leased
transponder channels.

     13.02 Not Fiduciaries.  Nothing contained in this Agreement shall be deemed
           ---------------                                               
or construed by the Parties hereto or by any third party to create any rights,
obligations or interests in third parties; to create the relationship of
principal and agent, partnership or joint venture or of any other fiduciary
relationship or association between the Parties.

     13.03 Waiver.  No failure on the part of either Party to notify the other
           ------                                                       
Party of any noncompliance hereunder, and no failure on the part of either Party
to exercise its rights hereunder shall prejudice any remedy for any subsequent
noncompliance, and any waiver by either Party of any breach or noncompliance
with any term or condition of this Agreement shall be limited to the particular
instance and shall not operate or be deemed to waive any future breaches or
noncompliance with any term or condition. All remedies and rights hereunder and
those available in law or in equity shall be cumulative and the exercise by a
Party of any such right or remedy shall not preclude the exercise of any other
right or remedy available under this Agreement in law or in equity.

     13.04 Assignment and Binding Effect.  This Agreement may be assigned by
           -----------------------------                                    
either Party to a third party during the term of this Agreement without the
written consent of the other Party.

     13.05 Taxes.  Customer shall not be responsible for any taxes and similar
           -----                                                      
liabilities, including sales, use, income and personal property taxes, which may
be required under any federal, state or local laws with respect to the
Transponders used by Customer hereunder.

     13.06 Expenses.  Except as otherwise provided herein, each Party hereto
           --------                                                         
shall bear its own expenses incurred in connection with the transactions
pursuant to this Agreement.

     13.07 Construction, Etc.  This Agreement shall be construed and enforced
           -----------------                                                 
in accordance with the internal substantive laws of the State of North Carolina
except for conflicts of laws.  The Parties hereby consent and submit to the
jurisdiction of the federal and state courts located in the State of North
Carolina, and any action or suit under this Agreement may be brought by the
Parties in any federal or state court with appropriate jurisdiction over the
subject matter established or sitting in the State of North Carolina.  The
Parties shall not raise in connection therewith, and hereby waive, any defenses
based upon the venue, the inconvenience of the forum, the lack of personal
jurisdiction, the sufficiency of service of process or the like in any such
action or suit brought in the State of North Carolina.  If any action or
proceeding is brought for the enforcement of this Agreement, the successful or
prevailing party or parties shall be entitled to recover reasonable attorneys'
fees and other costs incurred in the action or proceeding, in addition to any
other relief to which it or they may be entitled.

     13.08 Notices.  All necessary notices, demands, reports, orders and
           -------                                                      
requests required or permitted hereunder shall be deemed to be duly given only
if and on the date mailed by certified or registered United States mail, postage
prepaid, or delivered by hand and addressed as follows:

           (a) If to be given to Microspace:

               Mr. Keith N. Smith
               Microspace Communications Corporation
               3100 Highwoods Blvd.
               Raleigh, NC 27604

                        and

               Mr. James F. Goodmon
               Capitol Broadcasting Company
               711 Hillsborough Street
               Box 12800, Raleigh, NC 27605

           (b) If to be given to Customer:

               Mr. John R. Jester
               Muzak Limited Partnership
               400 North 34th Street, Suite 200
               Seattle, WA 98103

or to such other addresses as the Parties may specify in writing.

     13.09 Headings.  The headings of the Articles, Sections, Paragraphs and
           --------                                                         
Subparagraphs of this Agreement are inserted as a matter of convenience and for
reference purposes only, are of no binding effect, and in no respect define,
limit or describe the scope of this Agreement or the intent of any provision
hereof.

     13.10 Exhibits.  All Exhibits attached to this Agreement shall be deemed
           --------                                                   
part of this Agreement and incorporated herein as if fully set forth herein, and
in the event of a variation or an inconsistency between this Agreement and the
Exhibits attached hereto, the Agreement shall govern.

     13.11 Ambiguities.  This Agreement and the Exhibits hereto have been
           -----------                                                    
drafted jointly by the Parties and in the event of any ambiguities in the
language hereof, there shall be no inference drawn in favor of either Party.

     13.12 Entire Agreement.  This Agreement, including the "WHEREAS" clauses on
           ----------------                                          
Page 1, and all Exhibits hereto, represent the entire understanding and
agreement between the Parties hereto with respect to the subject matter hereof,
supersede all prior negotiations between such Parties with respect to such
subject matter, and can be amended, supplemented or changed only by an agreement
in writing which makes specific reference to this Agreement and which is signed
by both Parties.

     13.13 Counterparts.  This agreement may be signed in counterpart and in
           ------------                                                     
multiple copies, and each such copy having all signatures attached thereto shall
constitute an original hereof.

     13.14 Technical Support.  During the term of this Agreement, Microspace
           -----------------                                                
will provide technical and operational support to Customer with respect to
transmission frequency planning and equipment 

modulation configuration, transmit channel additions, software interface
requirements and headend equipment interface standards.

     13.15 Hughes Communications Lease.  Microspace hereby affirms and agrees
           ---------------------------                                
that it will use its best efforts properly to perform its obligations and
exercise its rights under the Hughes lease for the benefit of Customer as well
as itself and that, as afforded by the Hughes lease, in the event of its default
under such lease, Customer shall have the right (contingent on approval by
Hughes) to assume Microspace's rights and obligations under said lease to the
extent necessary to provide continued access to the transponder channels leased
by Customer under this Agreement. In the event of default, Microspace will use
its reasonable best efforts to seek Hughes' consent to assignment of the
transponder lease to Customer. Unless Microspace's breach of this Section 13.15
is intentional, Microspace will not be liable to Customer for consequential
damages, as defined in Section 2.02, for such breach. For purposes of this
provision, Microspace shall be deemed to be in default of the Hughes lease if
such default is acknowledged by it in writing or is judicially determined.

     13.16 Representations and Warranties.  Microspace represents and warrants
           -------------------------------                            
that, as of the date hereof, its lease with Hughes is a valid and binding lease
of the Transponder channels that are the subject of this Agreement, it has
performed its obligations and is in good standing under the Hughes lease, and it
knows of no breach or default by Hughes of the Hughes lease. Each of the Parties
hereto further represents and warrants to the other that, as of the date hereof,
(i) it has all necessary rights and powers to enter into and fully perform this
Agreement, (ii) this Agreement constitutes a valid and binding obligation of
such Party, (iii) it has no knowledge of any agreement or arrangement which
conflict with this Agreement or which limit or could reasonably be expected to
limit the performance of its obligations under this Agreement, and (iv) it is in
full compliance with all local, state, and federal laws, rules, and regulations
applicable to its performance of this Agreement. In the event of a material
breach of the foregoing representation and warranties, Customer (if the
breaching Party) shall indemnify and hold harmless Microspace and its
affiliates, its and their officers, employees or agents, or any of them, as
provided in Section 12.02, and Microspace (if the breaching Party) shall
indemnify and hold harmless Customer and its affiliates, its and their officers,
employees or agents, or any of them, from and against any and all damages
occasioned by, arising out of or resulting from such breach.

     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.

MICROSPACE COMMUNICATIONS CORPORATION

By:  /s/ Keith N. Smith
   -----------------------------------
   Keith N. Smith
   Vice President and General Manager

Attest:  /s/ Susan A. Keith
       -------------------------------

MUZAK LIMITED PARTNERSHIP

By:  /s/ Thomas J. Gentry
   -----------------------------------
   Thomas J. Gentry
   Vice President/General Manager

Attest:   /s/ Susan A. Keith
       ------------------------------- 

Basic Info X:

Name: TRANSPONDER LEASE AGREEMENT
Type: Lease
Date: Aug. 28, 1996
Company: MUZAK LIMITED PARTNERSHIP
State: Delaware

Other info:

Date:

  • 9th day of December , 1993
  • January 4 , 1989
  • November 19 , 1991
  • March 31 , 1994
  • December 9 , 1993
  • May 6 , 1988
  • January 3 , 1989
  • January 23 , 1991
  • November 1991
  • February 1 , 1996
  • February 1 , 1994
  • January 31 , 1996
  • last day of a month
  • thirty 30

Organization:

  • Muzak Limited Partnership
  • GE Americom Communications
  • Hughes Communications Galaxy , Inc
  • Customer 's Service
  • Hughes Communications Galaxy Inc.
  • Transponder Performance Specifications
  • 2.01 Transponder Service
  • Second Addendum to Transponder Lease Agreement
  • b Galaxy IV Service
  • The Uplink Facilities
  • Existing Ku-2 Service
  • IVGround Spare Service
  • c Galaxy IV Service
  • Creditable Interruption of Service Microspace
  • Outage Allowance = Interruption of Service
  • Restoration of Service
  • Microspace 's Transponder
  • Telemetry and Control
  • Microspace of Customer
  • Customer of Microspace
  • Two Hundred Forty
  • Microspace Without Notice
  • Defense of Third Party Claims
  • e Claim Against Third Party
  • Internal Business Matter
  • the State of North Carolina
  • Smith Microspace Communications Corporation 3100 Highwoods Blvd
  • Hughes Communications Lease

Location:

  • Washington
  • Microspace
  • Hughes
  • Etc
  • State of North Carolina
  • United States
  • Raleigh
  • Seattle

Person:

  • W. L. Orbital
  • James F. Goodmon
  • John R. Jester Muzak
  • Hughes
  • Keith N. Smith
  • Thomas J. Gentry
  • Susan A. Keith

Percent:

  • one-half percent
  • 1.5 %