exv10w25



 


Exhibit 10.25

	 	 	 
	 	 	
CONFIDENTIAL TREATMENT REQUESTED
 
	 	 	
The asterisked (“**”) portions of this document have been
	 	 	
omitted and filed separately with the Securities and
	 	 	
Exchange Commission pursuant to a request for
	 	 	
confidential treatment.











Amendment No. 2 to

CONTRACT INTELSAT-2799


between


Intelsat LLC

14 Dundonald Street West

Hamilton, Bermuda HM 09


and


Sea Launch Limited Partnership


Acting through its General Partner


Sea Launch Company, L.L.C

One World Trade Center

Suite 950

Long Beach, California 98031-0950


for


Intelsat Spacecraft

Launch and Associated Services


 


	 	 




Date: 9 September 2003



 






 


	 	 	 
	 	 	
CONFIDENTIAL TREATMENT REQUESTED
 
	 	 	
The asterisked (“**”) portions of this document have been
	 	 	
omitted and filed separately with the Securities and
	 	 	
Exchange Commission pursuant to a request for
	 	 	
confidential treatment.










     This Amendment No. 2 is entered into this __9__day of September 2003
(“Effective Date”) by and between Intelsat LLC, a Delaware limited liability
company, having its office at 14 Dundonald Street West, Hamilton, Bermuda HM 09
(hereinafter referred to as “Intelsat” or “Customer”) and Sea Launch Limited
Partnership, an exempted limited partnership duly organized and existing under
the laws of the Cayman Islands and acting through its General Partner, Sea
Launch Company, L.L.C., a United States of America limited liability company
duly registered and existing under the laws of the State of Delaware, having
its principal office at One World Trade Center, Suite 950, Long Beach,
California 90831 USA (hereinafter referred to as the “Contractor”).


     WITNESSETH THAT:


     WHEREAS, the Parties entered into Contract Intelsat-2799, dated 12
December 2001, hereinafter referred to as the “Contract”; and


     WHEREAS, the Parties entered into Contract Amendment No.1 on 4 February
2002; and


     WHEREAS, on 14 January 2003, the Parties agreed to a Term Sheet which
provides changes to the Contract, as incorporated in this Amendment; and


     WHEREAS, based on agreements reached in the 14 January 2003 Term Sheet,
both Parties acknowledge that: i) Intelsat has paid the Contractor ********;
ii) the Contractor has incurred costs in the amount of ********; and iii) the
Contractor has agreed to an initial credit of ******** to the Contract Price of
********, which credit will


 



	 	 
	 	

	 	Amendment No. 2 to
	 	Intelsat-2799
	 	Page 1









 


decline over time depending on Intelsat’s decision timeframe to assign a new
payload under this Contract; and


WHEREAS, in the 14 January 2003 Term Sheet the Parties agreed that this
Contract for launch services covers both the Intelsat X spacecraft as well as
any other payload that the Contractor may accommodate and that Intelsat may
select for launch; and


     WHEREAS, Intelsat and Contractor wish to modify the Launch Support
Coordination and Notices Articles to incorporate changes in technical and
contract personnel;


     NOW THEREFORE, the Parties agree that Contract Intelsat-2799, as
amended,is hereby further amended as follows:



	1)	 	Amend Table of Contents as follows:
	 
	 	 	Delete the reference to ARTICLE 7 in its entirety and insert in lieu
thereof:
	 
	 	 	“ARTICLE 7 – RESERVED”
	 
	2)	 	Amend ARTICLE 1 – DEFINITIONS as follows:
	 
		 	a)    Add the following definition:
	 
	 	 	“Firm Payload Selection Notification means the formal written
notification from Intelsat to the Contractor notifying the Contractor of
a payload assignment whether it be for the Payload selected for Firm
Launch No. 1 or an Optional Launch ********.”



 


	 	 
	 	

	 	Amendment No. 2 to
	 	Intelsat-2799
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		 	b)    Delete the definition for Launch Period in its entirety and
insert in lieu thereof:






		 	“Launch Period means a time period of at least ******** with a Launch
Slot possibility as specified in Article 3, Schedule for Delivery of
Launch Services.”
	 
		 	c)    Delete the definition for Launch Services in its entirety and
insert in lieu thereof:





		 	“Launch Services means the Launch and those activities, including
performance of mission analysis, furnishing the Launch Vehicle and launch
crew and arranging for the launch complex and range services, necessary
to launch the Launch Vehicle with Intelsat’s Payload as specified in
Article 2, Launch Services to be Provided.”
	 
		 	d)    Delete the definition for Launch Site in its entirety and
insert in lieu thereof:








		 	“Launch Site means the physical location for the Launch, including the
associated installations and equipment. The geographic location on the
equator from which the Launch will take place specifically, 0 degrees N
latitude, 154 degrees W longitude.”
	 
		 	e) Delete the definition for Launch Vehicle in its entirety and
insert in lieu thereof:








		 	“Launch Vehicle means the expendable launch vehicle Zenit 3SL with the
performance characteristics as specified in Exhibit A utilized by the
Contractor to perform the Launch of a Payload.”



 


	 	 
	 	

	 	Amendment No. 2 to
	 	Intelsat-2799
	 	Page 3








 






	3)	 	Amend ARTICLE 2 – LAUNCH SERVICES TO BE PROVIDED
	 
	 	 	Delete the text set forth therein in its entirety and insert in lieu
thereof:







	“2.1	 	Subject to the restrictions set forth herein, Intelsat shall
assign a Payload and the Contractor shall furnish Launch Services
for Firm Launch No.1. Intelsat’s Payload selection for Firm Launch
No.1 must be delivered to the Contractor in writing (“Firm Payload
Selection Notification”). Upon receipt of Intelsat’s Firm Payload
Selection Notification, the Contractor, in consideration for
payments made by Intelsat under this Contract, and in compliance
with the terms and conditions contained herein, shall furnish Launch
Services for Firm Launch No.1 to be defined by Exhibit A for the
purpose of delivering Intelsat’s Payload into orbit from a marine
launch platform located on the equator in the Pacific Ocean, in
accordance with the Intelsat Launch Specifications (including the
required Interface Control Document to be developed and approved by
both Parties) and the Launch Services Contractor Statement of Work,
attached as Exhibits A and B to this Contract. Upon Intelsat’s Firm
Payload Selection Notification, the Parties will revise the
Contract’s technical exhibits (e.g., Exhibits A, B and C) to reflect
the specific requirements for the Payload selected and compatible
with the Contractor’s current Users Manual. These revisions will be
subsequently incorporated into the Contract via a Contract
amendment.
	 
	2.2	 	Should Intelsat fail to issue a Firm Payload Selection
Notification by close of business 31 July 2005, the Contractor shall
have the right to terminate this Contract in accordance with the
termination provisions set forth in Paragraph 25.1 of Article 25,
Termination. Intelsat’s Payload selection for




 


	 	 
	 	

	 	Amendment No. 2 to
	 	Intelsat-2799
	 	Page 4








 






		 	Firm Launch No.1
shall not be for a payload for which the Contractor is competing (at
the time of Intelsat’s selection) or for which the Contractor has
been awarded a contract for the launch of said payload. Intelsat’s
initial Payload selection for Firm Launch No.1 shall not be subject
to the terms of Article 30, Right of Substitution of a Payload. Any
subsequent
changes to Intelsat’s Payload selection for Firm Launch No.1 shall
be subject to the terms of Article 30, Right of Substitution of a
Payload.
	 
	2.3	 	The Contractor grants to Intelsat the right to exercise up to
an aggregate of ******** Launch Options (Options ********) for the
Launch of an Intelsat Payload. These Launch Options shall be
subject to the terms of Article 30, Right of Substitution of a
Payload. To exercise one of these Launch Options, Intelsat shall
give written notice to the Contractor indicating its exercise of the
Launch Option at least twelve (12) months prior to the first day of
the Launch Period requested for such Launch Option if the Payload is
for a payload substantially the same as the Payload selected for
Firm Launch No. 1 or an Astrium Eurostar 3000. If the Payload is
anything other than a payload substantially the same as the Initial
Payload or an Astrium Eurostar 3000, Intelsat shall give written
notice to the Contractor indicating its exercise of the Launch
Option at least fifteen (15) months prior to the first day of the
Launch Period requested for such Launch Option.
	 
	2.4	 	Any of the Launch Services provided by the Contractor under
this Contract shall include one (1) round trip transit of the
Assembly and Command Ship (ACS) and Launch Platform (LP) between
Home Port and the Launch Site, except to the extent that the
Contractor requests or experiences a postponement pursuant to
Article 16, Launch Accelerations



 


	 	 
	 	

	 	Amendment No. 2 to
	 	Intelsat-2799
	 	Page 5








 





		 	or Postponements, of this Contract
after the departure of the ACS and the LP from Home Port, in which
event ********.”






	4)	 	Amend ARTICLE 3 – SCHEDULE FOR DELIVERY OF LAUNCH SERVICES as follows:
	 
	 	 	Delete the text set forth in Subsections 3.1.1 and 3.1.2 in their
entirety and insert in lieu thereof:






	“3.1.1 	 	Firm Launch Services                      Launch Period
	 
	 	 	  Firm Launch No. 1                    
                 TBD*
	 
		 	*Note: Launch Period to be defined and agreed subsequent to
Intelsat’s Firm Payload Selection Notification, pursuant to
Article 2, Launch Services to be Provided. Intelsat may
select a Launch Period which commences immediately after but
no later than ******** from the date of Intelsat’s Firm
Payload Selection Notification.
	 
	3.1.2	 	Optional Launch Services
	 
	 	 	Each Launch Option under Article 2, Launch
Services to be Provided, refers to a
single Launch within one of the following
Launch Periods:
	 
	 	 	Optional Launch Services                      Launch Period
	 
	 	 	           ********         
                                       ********




	5)	 	Amend ARTICLE 6 – PRICE FOR LAUNCH SERVICES as follows:



 


	 	 
	 	

	 	Amendment No. 2 to
	 	Intelsat-2799
	 	Page 6








 







		 	Delete the text set forth therein in it entirety and insert in lieu thereof:
	 
	“6.1	 	Intelsat shall pay to the
Contractor, for the Launch
Services performed under this
Contract, the following amounts
in U.S. Dollars:
	 
		 	Firm Launch No. 1         ********
	 
	 	 	**************        ********
	 
		 	The above prices are firm and fixed for the delivery periods
specified herein and include the price of all Launch Services
specified in Article 2, Launch Services to be Provided, all
******** in Article 15, Indemnification and Allocation of Certain
Risks, as well as any and all ********, except as otherwise
expressly stated herein. ********. Upon Intelsat’s Firm Payload
Selection Notification, the following applicable amount(s) shall be
credited (“Applicable Credit”) from the ******** paid to Contractor
as of 31 January 2002 to the Launch Price for Firm Launch No.1 for
purposes of milestone payments in Article 8, Payment for Launch
Services, and shall be reduced by the following:



Table 6-1



	 	 	 	 	 
	Timeline*	 	Credit applied to Launch
	
	 	

	 	 	Price for Firm Launch No.1**
	 	 	

	********
	 	********	 




		 	*Note: Applicable Credit based on actual date of Intelsat’s Firm
Payload Selection Notification.
	 
	 	 	**Note: The Credit decrease of ******** period shall cease to be
effective upon the date of contract award or modification between
the Contractor and any customer for the first new purchase or
assignment of a Launch Vehicle Contract to occur after 14 January
2003.



 


	 	 
	 	

	 	Amendment No. 2 to
	 	Intelsat-2799
	 	Page 7








 






		 	In accordance with Table 6-1 above, the Contractor shall notify
Intelsat in writing upon execution of its first new contract with
any customer for the purchase of a Launch Vehicle to occur after 14
January 2003. Should Intelsat’s Firm Payload Selection
Notification designate an Astrium Eurostar 3000 bus, the Contractor
may, at its sole discretion, increase Intelsat’s Credit in Table
6-1 by up to ********.
	 
	 	 	Note: The Contractor has notified Intelsat that it executed a
contract for the purchase of a new Launch Vehicle on 5 August 2003.
Therefore the Credit decrease of ******** period shall cease to be
effective on 5 August 2003, and the Credit to be applied to the
Launch Price for Firm Launch No.1 shall be ********.
	 
	6.2	 	All associated additional launch support services identified
in Paragraph 5.6 of Exhibit B are provided ******** to Intelsat.
	 
	 	 	In addition to the Launch Services price for Firm Launch No.1, and
effective 1 March 2003, Intelsat shall pay the Contractor as
identified in Article 8, Payment for Launch Services, for the
Parent Guarantee, required in Article 35, Performance Guarantee.
Intelsat’s obligations for payment shall cease upon Intelsat’s Firm
Payload Selection Notification or termination, whichever occurs
earlier.”




	6)	 	Delete ARTICLE 7 – REPLACEMENT LAUNCH, REFLIGHT OR REFUND in its entirety
and insert the following in lieu thereof:
	 
		 	“ARTICLE 7 – RESERVED”



 


	 	 
	 	

	 	Amendment No. 2 to
	 	Intelsat-2799
	 	Page 8








 








	7)	 	Amend ARTICLE 8 – PAYMENT FOR LAUNCH SERVICES as follows:
	 


	a)	 	Delete the text set forth in Section 8.1 in its entirety and insert in lieu thereof:
	 
	“8.1	 	Upon Intelsat’s Firm Payload Selection Notification, payment
of the Contract price shall be in U.S. Dollars and subject to
conditions and requirements set forth in Article 6, Price for Launch
Services. Payment shall be made in accordance with the following
schedule:



Table 8-1 Firm Launch No.1 Payment Schedule



	 	 	 	 	 	 	 	 	 
	Payment Number*	 	Due Date	 	Milestone Payment Amount
	
	 	
	 	

	********
	 	********	 	********	 
	********
	 	********	 	********	 




		 	*Note: Initial ******** totaling ******** were previously paid by
Intelsat to Contractor prior to contract restructuring.
	 
	 	 	**Note: ******** due upon Intelsat’s Firm Payload Selection
Notification.
	 
	 	 	***Note: Applicable Credit is defined in Article 6, Price for
Launch Services.
	 
	 	 	****Note: ********
	 
	 	 	Intelsat’s payment for the Contractor’s costs associated with its
Parent Guarantee obligations shall be in U.S. Dollars and shall be
made in accordance with the following payment schedule and
conditions below:



Table 8-2 Parent Guarantee Payment Schedule


 


	 	 
	 	

	 	Amendment No. 2 to
	 	Intelsat-2799
	 	Page 9








 



	 	 	 	 	 	 	 	 	 
	Payment Number	 	Due Date	 	Payment Amount
	
	 	
	 	

	********
	 	********	 	********	 
	********
	 	********	 	********	 
	********
	 	********	 	********	 




		 	*Note: All payments for Parent Guarantee charges shall cease upon
Intelsat’s Firm Payload Selection Notification, if notification is
made prior to the next applicable payment due date.



Table 8–3 Launch Options ******** Payment Schedule



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percent Of	 	 	 	 
	Payment Number	 	Due Date	 	Contract Price	 	$ Amount
	
	 	
	 	
	 	

	********
	 	********	 	********	 	********	 
	********
	 	********	 	********	 	********	 
	********
	 	********	 	********	 	********	 
	********
	 	********	 	********	 	********	 




		 	*Note: ********
	 
	 	 	**Note: ********
	 
	b)	 	Delete the text set forth in Subsection 8.2.3 in its entirety
and insert in lieu thereof:
	 
	 	 	“8.2.3 ********
	 


	8)	 	Amend ARTICLE 9 – TERMS OF PAYMENT as follows:
	 
	 	 	Delete the text set forth therein in it entirety and insert in lieu
thereof:



 


	 	 
	 	

	 	Amendment No. 2 to
	 	Intelsat-2799
	 	Page 10








 




	“9.1	 	Payments due under this Contract shall be paid by Intelsat to the
Contractor in accordance with the payment schedule and the
requirements contained in Article 8, Payment for Launch Services. As
applicable, payments due shall include postponement fees pursuant to
Article 16, Launch Accelerations or Postponements and any adjustments
in price, pursuant to Article 17, Modification of Contract.
	 
	9.2	 	Payment terms are as follows:
	 
	9.2.1	 	The payment for Firm Launch No. 1 (payment #3) less the
Applicable Credit due as specified in Article 6 shall be due no
sooner than ******** **** from Intelsat’s Firm Payload Selection
Notification. Upon receipt of Intelsat’s Firm Payload Selection
Notification the Contractor shall submit an invoice and Intelsat
shall make payment no later than ******** following
receipt of a proper invoice. The initial payment at EDO for a
Launch Option exercised under this Contract shall be due no later
than ******** ***** following receipt of a proper invoice from the
Contractor.
	 
	9.2.2.	 	For those payments which are schedule driven (e.g. ******** etc.),
with the exception of the Final Payment ******** as specified in
subsection 9.2.5, if any, the Contractor shall provide Intelsat an
invoice no later than ******* ***** prior to the payment due date,
except for the ***** payment for Firm Launch No. 1 which may be
invoiced no later than ******** prior to the payment due date. Upon
receipt of a timely invoice, Intelsat shall make payment by the due
date specified in Article 8.
	 
	9.2.3	 	For those payments which are Milestone Events, if any, the
Contractor shall provide Intelsat an invoice no later than
************** following the successful completion of the applicable
Milestone Event.



 


	 	 
	 	

	 	Amendment No. 2 to
	 	Intelsat-2799
	 	Page 11








 






			
	9.2.4	 	For Parent Guarantee payments, the Contractor shall provide
Intelsat an invoice no sooner than ******** for the applicable
Guarantee payment period identified in Table 8-2 of Article 8.
Intelsat shall make payment within ************ upon receipt of a
proper invoice from the Contractor.
	 
	9.2.5	 	Final Payment ********, the Contractor shall provide
Intelsat an invoice no later than ************** following Launch,
and payment shall be due no sooner than ************** from Launch
and no later than ************** following receipt of a proper
invoice from the Contractor.
	 
	9.2.6	 	All invoices shall be sent to:
	 
		 	Intelsat LLC

c/o Intelsat Global Service Corporation

3400 International Drive, N.W.

Washington, D.C. 20008-3006

Attention: Accounts Payable, Mail Stop 14B”




	9	 	Amend ARTICLE 11 – LAUNCH SUPPORT COORDINATION as follows:
	 
	 	 	Delete both point-of-contacts set forth therein in their
entirety and insert in lieu thereof:



 


	 	 
	 	

	 	Amendment No. 2 to
	 	Intelsat-2799
	 	Page 12








 




		 	The Contractor’s technical point-of-contact is:

	 
		 	
Mr. John Steinmeyer

Sea Launch Company, L.L.C.

Phone: (562) 499-4707

Fax: (562) 499-4755
	 
	 	 	Intelsat’s technical point-of-contact is:

	 
	 	 	
Mr. Terry Edwards

Sr. Director, Spacecraft and Launch

Program Management

Telephone: (202) 944-7254

Facsimile: (202) 944-7897




	10	 	Amend ARTICLE 12 – NOTICES/COMMUNICATIONS AND DELIVERY OF DATA as
follows:
	 
	 	 	Delete the text set forth in Section 12.1 in its entirety and insert in lieu thereof:




	“12.1	 	All notices, and communications, including deliverable data
and documentation between the Parties relating to financial,
contractual and administrative matters of this Contract, that are
required or permitted to be given under this Contract, in order to
be given effect, shall be in writing and may be delivered in person,
sent by mail, postage prepaid or sent by facsimile, followed with
original notice by mail to the Party concerned at the address listed
below, or to such other address or representative as shall be given
in writing by either Party to the other:





	 	 	 
	Applicable Notices, Reports & Invoices	 	Receiving Intelsat LLC Entity and Address
	
	 	

	Original Contract Notices

Copies of following Deliverable Items:

Interface Control Document (ICD) and all
updates and revisions	 	
Intelsat LLC

c/o Intelsat (Bermuda), Ltd.

Attn: Elizabeth Scheid, Director of Contracts

14 Dundonald Street West

Hamilton HM 09 Bermuda

Telephone: +1 441 294-1652

Facsimile: +1 441 292-8300
 
	Copies of Contract Notices	 	
Intelsat Global Service Corporation

Attn: Richard Parker, Senior Contracts Officer

Major Programs Department (Mail Stop 25)



 


	 	 
	 	

	 	Amendment No. 2 to
	 	Intelsat-2799
	 	Page 13








 




	 	 	 
	 	 	
3400 International Drive, N.W.

Washington D.C. 20008-3006 U.S.A.

Telephone: (202) 944-7090

Facsimile: (202) 944-7266
	Copies of Contract

Reports and Deliverables Note 1	 	
Intelsat Global Service Corporation

Attn: Mr. Terry Edwards, Sr. Director,

Spacecraft and Launch Program Management

3400 International Drive, N.W.

Washington D.C. 20008-3006 U.S.A.

Telephone: (202) 944-7254

Facsimile: (202) 944-7897
	Reports and Deliverables Note 1 and Note 2	 	
Intelsat Global Service Corporation

Attn: Patty Dudley, Manager, Export

Licensing Export Compliance Department (Mail

Stop 33A)

3400 International Drive, N.W.

Washington D.C. 20008-3098 U.S.A.

Telephone: (202) 944-7144
	Original Invoices	 	
Intelsat LLC

c/o Intelsat Global Service Corporation

Accounts Payable (Mail Stop 14B)

3400 International Drive, N.W.

Washington D.C. 20008-3006 U.S.A.




	 	Note 1	 	The Contractor shall deliver Non-ITAR-Controlled Reports and
Deliverables and ITAR controlled “Functional design level data” (as
defined in Section 26.6) to both Intelsat Global Service
Corporation’s Launch Services Program Management (LSPM) and Export
Compliance Departments.
	 
	 	Note 2	 	The Contractor shall deliver ITAR-Controlled “Detailed design and
manufacturing know-how data” (as defined in Section 26.6) only to
Intelsat Global Service Corporation’s Export Compliance Department.
	 
	 	 	 	Contractor:
	 


	 	 	 	Sea Launch Company, L.L.C.                 Attn: Ms. Cynthia M. Childs

One World Trade Center                        Director, Project Development

Suite 950                     
                              Phone: 562-499-4714

Long Beach, California 90831-0950   Fax: 562-499-4755”

USA
	 


	 	11)	 	Amend ARTICLE 16 – LAUNCH ACCELERATIONS OR POSTPONEMENTS as follows:
	 
	 		 	a)     Insert the following note at the beginning of the Article:



 


	 	 
	 	

	 	Amendment No. 2 to
	 	Intelsat-2799
	 	Page 14








 







	 		 	“NOTE: The provisions set forth in this Article shall not apply
unless Intelsat has either initiated the Firm Payload Selection
Notification process or exercised a contract option for launch
services under this Contract.”
	 
	 	b)	 	Add the following sentence at the end of the first paragraph
in Section 16.1:
	 
	 	 	 	“For Firm Launch No.1, any Intelsat requested Launch acceleration
or postponement under this Article shall occur only after
Intelsat’s Firm Payload Selection Notification and Launch Period
selection.”
	 
	 	c)	 	Delete the notes to Table 16-1 in their entirety and insert
in lieu thereof:
	 
	 	 	 	"*Note: For postponements that occur between the above periods, the
escalation amount will be calculated on a ******** basis through
linear interpolation.
**Note: Launch Price as specified in Section 6.1, as applicable.”
	 
	 	d)	 	Delete the first sentence in Subsection 16.1.2 in its
entirety and replace in lieu thereof:
	 
	 	 	 	“Launch postponements solely due to and requested by Intelsat where
the notice is not received by the Contractor until after the
timeframe stated in Subsection 16.1.1 will be subject to a
postponement fee equal to ******** per effective day of
postponement.”




	 	12)	 	Amend ARTICLE 25 – TERMINATION as follows:



 


	 	 
	 	

	 	Amendment No. 2 to
	 	Intelsat-2799
	 	Page 15








 






		 	Delete the text set forth therein in it entirety and insert in lieu thereof:
	 


	“25.1	 	In accordance with the rights and obligations set forth in
Article 2, Launch Services to be Provided, should Intelsat decide to
terminate this Contract for its convenience, prior or subsequent to
Intelsat’s Firm Payload Selection Notification, Intelsat’s
Termination Liability to the Contractor will equal the below stated
Base Termination Charge minus the applicable Credit as identified in
Termination Table 25-1 below. In the event of such termination,
Intelsat shall give the Contractor ************* written notice
prior to the effective date of termination. Should Intelsat fail to
provide the Contractor with a Firm Payload Selection Notification by
close of business 31 July 2005, the Contractor shall have the right
to terminate this Contract and Intelsat’s Termination Liability to
the Contractor shall equal Intelsat’s Termination Liability
reflecting the applicable Credit, if any, as described in the Note
below, but will in no case exceed Nineteen Million One Hundred and
Twenty Five Thousand U.S. Dollars ($19,125,000).



Termination Table 25-1



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable	 	Base	 	 	 	 	 	Intelsat's
	Termination Date	 	Termination Charge	 	Credit*	 	Termination Liability
	
	 	
	 	
	 	

	********
	 	********	 	********	 	********	 




		 	**Note: The Credit decrease of ******** period shall cease to be
effective upon the date of contract award or modification between
the Contractor and any customer for the first new purchase or
assignment of a Launch Vehicle Contract to occur after 14 January
2003. Intelsat’s Termination Liability will be adjusted to reflect
the appropriate Credit level.
	 
	 	 	Intelsat’s Termination Liability to the Contractor will be the
applicable Base Termination Charge less the applicable Credit and
any amounts
Intelsat paid in excess of the Base Termination Charge as of the
effective



 


	 	 
	 	

	 	Amendment No. 2 to
	 	Intelsat-2799
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		 	date of the termination. In no event shall Intelsat’s
liability exceed $19,125,000. Subsequent to Intelsat’s Firm
Payload Selection Notification, the Contractor will also be
entitled to any postponement fees paid by or due from Intelsat
under Article 16, Launch Accelerations or Postponements, as of the
effective date of the termination. Within ******** ****** of the
effective date of the termination, the Contractor shall refund to
Intelsat any amount paid (including Credit and any Milestone
Payments made after Firm Payload Selection Notification) under this
Contract in excess of the Termination Liability.
	 
	25.2	 	In the event that a single postponement or delay or
cumulative postponements or delays by the Contractor, for reasons
other than those listed in Article 18, Excusable Non-Performance,
exceed ******** for the applicable Launch, Intelsat may terminate
the Launch by written notice to the Contractor, in which case the
Contractor shall reimburse Intelsat, within ******** after receipt
of the termination notice, for all payments made to the Contractor
(excluding postponement fees) less any payments made by the
Contractor for postponement fees or liquidated damages. Intelsat’s
right to terminate under this Section 25.3 is conditioned upon
receipt of the Contractor’s written notification of a Launch
postponement or Launch postponements exceeding ******** or upon the
occurrence of a Contractor Launch delay or Contractor Launch delays
which exceed ********.
	 
	25.3	 	In addition to the rights to terminate as expressly provided
in Sections 25.1, 25.2, 25.4, 25.5, 25.8 and 25.9, Intelsat may
terminate this Contract for default when the Contractor commits a
material breach of obligations under the Contract. In the event
that Intelsat asserts that the Contractor has committed a material
breach of any of its obligations under the Contract, Intelsat shall
proceed in accordance with the terms of this



 


	 	 
	 
    	

	 
    	Amendment No. 2 to
	 
    	Intelsat-2799
	 
    	Page 17








 







		 	provision. Intelsat will provide written notice to the Contractor
of the breach and the notice will provide the specifics of the
breach and indicate Intelsat’s intent to terminate the Contract
for default. The Contractor will have ******** from receipt of
Intelsat’s written notice to cure the breach. If the breach is not
cured or corrected within the ********, Intelsat may terminate the
Contract for default by written notice of termination to the
Contractor. Within ******** after receipt of the notice of
termination, the Contractor shall reimburse Intelsat for all
payments made to the Contractor.
	 
	25.4	 	In the event that the Contractor or any of its respective
contractors or subcontractors fail to obtain or maintain any
required permit, license or governmental authorization or approval
as may be required to enable the performance of the Launch Services,
including but not limited to any required for export or re-export
from or import into any country of the Launch Vehicle or technical
data related to either, Intelsat may terminate the Launch under this
Contract, following at least ******** written notice to the
Contractor. If such permit, license or governmental authorization
or approval is not obtained within such ******** notice period, then
the Contractor shall within ******** thereafter, reimburse Intelsat
for all payments made to the Contractor.
	 
	25.5	 	In the event that Intelsat or any of its respective
contractors or subcontractors fails to obtain or maintain any
required permit, license or governmental authorization or approval
as may be required to enable the performance of the Launch Services,
including but not limited to any required for export or re-export
from or import into any country of the Payload or related technical
data, Intelsat may terminate the Launch under this Contract,
following at least ************* written notice to the



 


	 	 
	 	

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		 	Contractor.
If such permit, license or governmental authorization or approval is
not obtained within such ******** notice period then the
Contractor shall within ******** thereafter reimburse Intelsat all
payments made to the Contractor that are in excess of the
Termination Liability amounts specified in Termination Table 25.1.
	 
	25.6	 	Reserved.
	 
	25.7	 	Should Intelsat fail to make payment to the Contractor within
******** of receipt of an undisputed invoice, the Contractor may
terminate the Contract for such non-payment, provided the Contractor
has given Intelsat ******** written notice of its intent to
terminate and Intelsat has to make such payment within such ********
notice period. This termination right shall not apply to deferred
payments by Intelsat pursuant to Article 8, Payment for Launch
Services.
	 
	25.8	 	Should an Event of Force Majeure result in a Launch delay or
postponement in excess of ********, Intelsat shall have the ability
to terminate the Launch and upon such termination Intelsat shall pay
******** of the applicable Termination Liability specified in
Termination Table 25.1.
	 
	25.9	 	Intelsat may terminate this Contract without further
obligation to Contractor if:
	 



	(i)	 	the Contractor files in U.S. Bankruptcy court for
voluntary or involuntary bankruptcy or dissolution; or
	 
	(ii)	 	there is a material change of the membership of
Sea Launch Limited Partnership which adversely impacts the
ability of the Contractor to timely perform its obligations
under this Contract.



 


	 	 
	 	

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		 	If Intelsat terminates this Agreement pursuant to this Section, the
Contractor shall within ******** thereafter, reimburse Intelsat for
all payments made to the Contractor.”
	 



	13)	 	Amend ARTICLE 30 – SUBSTITUTION OF A PAYLOAD as follows:
	 
	 	 	Delete the text set forth therein in it entirety and insert in lieu thereof:




	“30.1	 	Subject to the limitations set forth herein, the provisions
of this Article do not apply to the Payload identified in Intelsat’s
Firm Payload Selection Notification (“Initial Payload”) as outlined
in Article 2, Launch Services to be Provided. Subsequent to
Intelsat’s selection of the Initial Payload or subsequent to
Intelsat’s exercise of any Optional Launch should such option be
exercised prior to the assignment of the Initial Payload (“Prior
Exercised Option”), the Contractor grants Intelsat the right to
substitute a Payload (“Substituted Payload”) in place of Intelsat’s
Initial Payload or Prior Exercised Option to be set forth in Exhibit
A Launch Specification in accordance with the terms and conditions
of this Contract. There shall be no change in Contract price or
schedule if the Substituted Payload is an Astrium Eurostar 3000 bus
or the size and mass of the Substituted Payload is substantially the
same to those of the Initial Payload or Prior Exercised Option as
set forth in Exhibit A, the orbit of the Substituted Payload is
identical to the Initial Payload, and the configuration and mission
requirements of the Substituted Payload are substantially the same
as the Initial Payload. If any of the characteristics or
requirements of the Substituted Payload are substantially different
from the Initial Payload or Prior Exercised Option as set forth in
Exhibit A, an equitable adjustment (increase or decrease) shall be
made to the Contract price to



 


	 	 
	 	

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		 	account for the ******** and, if
required, an equitable adjustment shall be made to the schedule.
	 
	30.2	 	For any Payload selected as part of Intelsat’s exercise of an
Optional Launch (“Optional Payload”) in the event that such Optional
Launch is not exercised prior to the assignment of the Initial
Payload, there shall be no change in Contract price or schedule
provided that the size and mass of the Optional Payload is
substantially the same to those of the Initial Payload or an Astrium
Eurostar 3000 bus. If any of the characteristics or requirements of
the Optional Payload are substantially different from the Initial
Payload or an Astrium Eurostar 3000 bus, an equitable adjustment
(increase or decrease) shall be made to the Contract Option price to
account for the ****************************** and, if required, an
equitable adjustment shall be made to the schedule.”
	 


		 	
	 	          
            EXCEPT as specifically modified by this Amendment No.2, all other terms
and conditions of the Contract, as amended, shall remain in full force and
effect.



 


	 	 
	 	

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     IN WITNESS WHEREOF, the Parties have, as their free acts and deeds, caused
this Amendment No. 2 to be executed by their duly authorized representatives.




	 	 	 
	Sea Launch Limited Partnership	 	
Intelsat LLC
	Acting through its General	 	 
	Partner	 	 
	Sea Launch Company, L.L.C.	 	 




	 	 	 	 	 	 	 
	By:	 	
/s/ Cynthia M. Childs
	 	By:
	 	/s/ Patrick Cerra
	 	 	


	 	 	 	

	 	 	
(Signed)
	 	 	 	(Signed)
	
 	 	 	 	 	 	 
	 	 	
Cynthia M. Childs
	 	 	 	Patrick Cerra
	 	 	


	 	 	 	

	 	 	
(Typed)
	 	 	 	(Typed)
	
 	 	 	 	 	 	 
	Title:	 	
Director, Project Development
	 	Title:
	 	Vice President
	 	 	


	 	 	 	





 



	 	 
	 	

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