Exhibit 10.40.2
AMENDMENT NO. 1 TO
AMENDED AND RESTATED
GALAXY VIII(i) TRANSPONDER LEASE AGREEMENT
This AMENDMENT NO. 1 TO AMENDED AND RESTATED GALAXY VIII(i) TRANSPONDER
LEASE AGREEMENT (the "Amendment") is made and entered into as of December 15,
2000 (the "Effective Date") by and between PanAmSat Corporation, a Delaware
corporation ("PanAmSat"), and California Broadcast Center, LLC, a Delaware
limited liability company ("Lessee"), and amends that certain Amended and
Restated Galaxy VIII(i) Transponder Lease Agreement dated as of June 30, 2000
(the "Agreement") between Lessee and PanAmSat.
RECITALS
WHEREAS, pursuant to the Agreement, Lessee has certain rights to lease Ku-
band transponders on the satellite known as Galaxy VIII(i);
WHEREAS, PanAmSat and Lessee are party to that certain Galaxy IIIC
Transponder Lease Agreement (the "Galaxy IIIC Lease Agreement"), dated as of
June 30, 2000, for the lease of transponder capacity on the HS-702 satellite
currently under construction to be known as Galaxy IIIC ("Galaxy IIIC"),
respectively; and
WHEREAS, concurrently with the execution of (i) an amendment to the Galaxy
IIIC Lease Agreement, (ii) an amendment to that certain Galaxy IIIR Transponder
Sublease Agreement dated as of April 21, 1997 pursuant to which Lessee has
certain rights to lease backup transponders on the satellite known as Galaxy
IIIR, and (iii) a Galaxy VIII(i)R Transponder Lease Agreement (the "Galaxy
VIII(i)R Lease Agreement") pursuant to which Lessee will lease Ku-band
transponders on the HS-601HP satellite to be constructed and launched and to be
known as Galaxy VIII(i)R, PanAmSat and Lessee desire to amend the Agreement as
set forth below.
NOW, THEREFORE, in consideration of the above and other good and valuable
consideration acknowledged by the parties to have been given, the parties
mutually agree to amend the Agreement as follows:
I. Section 6.10 is hereby amended as follows:
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II. The first sentence of Section 7.02 is hereby amended by replacing the
reference to "Section 7.04" with "Section 7.08(a)".
III. The second sentence of Section 9.02 is hereby amended and restated in its
entirety to read as follows:
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confidential treatment.
"In the event that one or more Lessee Transponders simultaneously
suffer a Confirmed Failure, then such Lessee Transponders shall have
priority amongst themselves as to the use of Transponder Spares
according to the list set forth in Exhibit C (provided, however, that
Lessee shall have the right at any time from time to time, by written
notice to PanAmSat, to change the priorities between and among any of
the Lessee Transponders), to the extent technically feasible."
IV. Article 10 is hereby amended by inserting the following new Section 10.07:
"10.07 Termination upon Galaxy VIII(i)R Lease Commencement Date.
This Agreement shall automatically terminate upon the "Galaxy VIII(i)R
Lease Commencement Date" (as defined in that certain Galaxy VIII(i)R
Transponder Lease Agreement dated as of December 15, 2000 between
Lessee and PanAmSat) and the terms and conditions of this Agreement
shall be of no further force and effect, except for the provisions of
Sections 12.04 and 20.05 and Article 16, each of which shall survive
such termination.
V. The second sentence of Section 12.04(a) is hereby amended by deleting the
phrase "SECTIONS 9, 10 AND 12" and inserting in lieu thereof the phrase
"SECTIONS 6.07, 9, 10 AND 12".
VI. Each capitalized term used but not defined herein shall have the meaning
ascribed to such term in the Agreement. In the event of any inconsistency
between any term or condition of this Amendment and any term or condition
of the Agreement, the applicable term or condition of this Amendment shall
govern. Except as modified by this Amendment, the Agreement shall continue
in full force and effect in accordance with its terms and conditions.
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[***] Filed separately with the Commission pursuant to a request for
confidential treatment.
IN WITNESS WHEREOF, each of the parties hereto has duly executed and
delivered this Amendment as of the Effective Date above.
PANAMSAT CORPORATION
By: _____________________________________
Name:
Title:
By: _____________________________________
Name:
Title:
CALIFORNIA BROADCAST CENTER, LLC
By: DTVI One, Inc., its Managing Member
By: _____________________________________
Name:
Title:
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[***] Filed separately with the Commission pursuant to a request for
confidential treatment.
