AMENDMENT NO. 10 TO CONTRACT
BETWEEN
DIRECT BROADCASTING SATELLITE CORPORATION
(HEREINAFTER "BUYER")
and
LOCKHEED XXXXXX CORPORATION
(HEREINAFTER "CONTRACTOR")
This Amendment is effective as of the 31st day of May 1996.
WITNESS THAT:
WHEREAS, Direct Broadcasting Satellite Corporation ("Buyer") and Lockheed Xxxxxx
Corporation ("Contractor"), mutually agree to amend the subject Contract to:
- revise ARTICLE 4 PAYMENT;
- revise ARTICLE 18 TERMINATION FOR CONVENIENCE.
NOW THEREFORE, in consideration of the mutual covenants and conditions contained
herein, Buyer and Contractor agree to modify the Contract as follows:
I. ARTICLE 4 PAYMENT
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Add new Paragraph 4.B.3. as follows:
The preconstruction phase design work for Spacecraft Flight #2 is included in
the price of Spacecraft Flight #1 except for effort associated with unique
orbital locations. Contractor shall not be required to perform further
design effort for Spacecraft Flight #2 unless provided an appropriate
equitable adjustment.
Add new Paragraph 4.C.3. as follows:
In the event that the commencement of construction phase payments are delayed
beyond May 31, 1996 for Spacecraft flight #2, the Contractor will be entitled
to an equitable adjustment for price escalation and program extension costs
as well as delivery schedule, further adjustments may be necessitated by non-
availability of components in cases where suppliers cannot provide units
identical to those procured under the baseline contract.
Delete paragraph D in its entirety and replace with the following:
D. Spacecraft In-Orbit Payments
-----------------------------
1. The Spacecraft In-Orbit payments for Spacecraft Flights #1 and #2
shall be paid over a period of five (5) years from launch.
2. The In-Orbit payments shall be paid [CONFIDENTIAL MATERIAL REDACTED]
until full payment has been received by Contractor.
3. For Spacecraft Flights #1 and #2, the interest rate applicable to the
monthly In-Orbit payments shall fall between [CONFIDENTIAL MATERIAL
REDACTED] and shall be fixed 90 days prior to the scheduled launch and
shall be calculated using [CONFIDENTIAL MATERIAL REDACTED] such date
as follows:
a. If the [CONFIDENTIAL MATERIAL REDACTED] In-Orbit payments shall
accrue [CONFIDENTIAL MATERIAL REDACTED].
b. if the [CONFIDENTIAL MATERIAL REDACTED] In-Orbit payments shall
accrue [CONFIDENTIAL MATERIAL REDACTED].
c. if the [CONFIDENTIAL MATERIAL REDACTED] In-Orbit payments shall
accrue [CONFIDENTIAL MATERIAL REDACTED].
4. The In-Orbit payments, including the interest thereon, will be
[CONFIDENTIAL MATERIAL REDACTED] by a corporate guarantee provided by
the EchoStar Communications Corporation (ECC). The security will be
provided to Contractor no later than August 19, 1996.
5. The Parties are willing to enter into good faith negotiations to
establish an alternative to the schedule set out in D.1. above for the
Spacecraft In-Orbit payments for Spacecraft Flights #1 and #2.
Add new Paragraph J as follows:
The first construction payment for Spacecraft Flight #2 shall be due sixty
(60) days following Buyer's receipt of Contractor's invoice, followed by
Buyer's written confirmation thereof. Additional payments shall follow
monthly thereafter per the Spacecraft Flight #2 Payment Plan.
II. ARTICLE 18 TERMINATION FOR CONVENIENCE
--------------------------------------
Add new Paragraph G as follows:
On or after January 1, 1998, Contractor, by written notice to Buyer, may
notify Buyer of its intention to terminate this Contract one year following
the date of such notice with respect to all Spacecraft Flights for which
Buyer has not made (and does not make) the first construction phase payment
prior to the expiration of such one year period. Such termination shall be
effective as of the date one year following the date of notice.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Contract.
DIRECT BROADCASTING SATELLITE LOCKHEED XXXXXX CORPORATION
CORPORATION
By: /S/ X. X. XXXXX 8/28/96 By: /S/ XXXXX X. XXXXXXX
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Title: Chairman and Chief Executive Title: Director, Commercial Contracts
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