AMENDMENT #1 TO SATELLITE SERVICE AGREEMENT
THIS AMENDMENT #1 ("Amendment #1") to the Satellite Service Agreement
effective as of March 21, 2003 (the "Original Agreement"), between SES Americom,
Inc., as agent for SES Americom California, Inc. (for the period prior to the
In-Service Date) and SES Americom Colorado, Inc. (for the period on and after
the In-Service Date), on the one hand, and EchoStar Satellite Corporation
("Customer") and EchoStar Communications Corporation (solely as to the
obligation set forth in Section 3.C of the Agreement), on the other hand, is
made effective as of July 10, 2003 (the "Amendment #1 Effective Date"). All
references to "SES Americom" herein shall include SES Americom California, Inc.,
SES Americom Colorado, Inc., and SES Americom, Inc. as agent for each. Defined
terms used in this Agreement have the meanings specified herein or in the
Original Agreement. The Original Agreement as amended by this Amendment #1 is
referred to as the "Agreement".
SES Americom and Customer agree to amend the Original Agreement in
accordance with the terms and conditions set forth below.
(1) *** Within thirty (30) days after the Amendment #1 Effective Date,
the parties shall enter into a service agreement (the "AMC-14
Agreement") for the *** Satellite on the terms and conditions described
***
(3) Miscellaneous Modifications. *** Section 10.A of the Original Agreement is
amended by renumbering Subsection (2) as Subsection (3) and inserting the
following after Subsection (1): "(2) as to Customer, relates to or affects its
ability to achieve the In-Service Date of the EchoStar *** Satellite."
(4) New Section 2.N. The Original Agreement is amended to add the following as a
new Section 2.N:
***
(5) Definitions. The following definitions are added to Article 11:
***
(6) Conditions. All of the rights and obligations of the parties set forth in
this Amendment #1 are conditioned on the execution and implementation of the
AMC-14 Agreement, failing which this Amendment #1 shall be void ab initio and
the Original Agreement shall remain in full force and effect in accordance with
its terms and conditions.
(7) General. Except as expressly modified herein, the Original Agreement shall
remain in full force and effect in accordance with its terms and conditions.
***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.
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This AMENDMENT #1 contains the complete and exclusive understanding of
the parties with respect to the subject matter hereof and supersedes all prior
negotiations and agreements between the parties with respect thereto.
ECHOSTAR SATELLITE CORPORATION SES AMERICOM, INC., as agent for
SES AMERICOM CALIFORNIA, INC. and
SES AMERICOM COLORADO, INC.
By: By:
----------------------------------- --------------------------------
(Signature) (Signature)
Name: Name:
--------------------------------- ------------------------------
(Typed or Printed Name) (Typed or Printed Name)
Title: Title:
-------------------------------- -----------------------------
ECHOSTAR COMMUNICATIONS CORPORATION,
solely as to the obligation set forth
in Section 3.C of the Agreement
By:
-----------------------------------
(Signature)
Name:
---------------------------------
(Typed or Printed Name)
Title:
--------------------------------
***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.
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