EXHIBIT 10.3
AMENDMENT #3 TO SATELLITE SERVICE AGREEMENT
THIS AMENDMENT #3 ("Amendment #3") to the Satellite Service Agreement
effective as of March 21, 2003, as amended by Amendment #1 effective as of July
10, 2003, and Amendment #2 effective as of September 22, 2003 (collectively 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 L.L.C., formerly known as EchoStar Satellite
Corporation ("Customer") *** is made effective as of February 19, 2004 (the
"Amendment #3 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 Amendment #3 have
the meanings specified herein or in the Original Agreement. The Original
Agreement as amended by this Amendment #3 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) Amendment #2. Amendment #2 shall be considered void ab initio and of no
further force and effect. ***
In accordance with requests made and instructions given by Customer, SES
Americom shall use commercially reasonable efforts, at Customer's reasonable
expense, to support Customer's efforts in taking the actions described in
Subsection (ii) above, provided that SES Americom shall have no duty or
obligation whatsoever under this sentence to act or refrain from acting in any
way that would materially adversely impact SES Americom. SES Americom is
entitled to invoice Customer as soon as the costs described in this paragraph
have been incurred by SES Americom, and Section 2.E shall apply to the invoicing
by SES Americom and the payments by Customer. ***
(7) Notices. In Section 1.E, (a) the address for notices to Customer delivered
via overnight courier service is changed to 0000 X. Xxxxxxxx Xxxx., Xxxxxxxxx,
XX 00000, and (b) the address for notices to Customer delivered via first class
certified mail is changed to X.X. Xxx 0000, Xxxxxxxxx, XX 00000. ***
(14) 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 #3 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 L.L.C. SES AMERICOM, INC., as agent for SES
By: EchoStar DBS Corporation, its AMERICOM CALIFORNIA, INC.
sole member and SES AMERICOM COLORADO, INC.
By: _________________________________ By: ________________________________
(Signature) (Signature)
Name: _______________________________ Name: ______________________________
(Typed or Printed Name) (Typed or Printed Name)
Title: ______________________________ 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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