exv10w21



 



Exhibit 10.21




	 	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.





Confidential



INTELSAT GLOBAL SERVICE CORPORATION

3400 International Drive N.W.

Washington, D.C. 20008-3006


Amendment No. 1 to

HOST SERVICES CONTRACT No. INTELSAT-2822


BETWEEN


INTELSAT GLOBAL SERVICE CORPORATION


and


KT Corporation

206 Jungja-dong Bundang-gu

Sungnam-si, Kyunggi-do

Republic of Korea


for


Host Station Facilities and Services




                                   

Amendment No 1 to

Intelsat-2822

Page 1





	 	Date: 10th November 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. 1 is entered into this 10th day of November, 2003 (the
“Effective Date”) by and between Intelsat Global Service Corporation
(hereinafter referred to as “Intelsat”), a Delaware Corporation, with offices
located in Washington, D.C., U.S.A. and KT Corporation (hereinafter referred to
as “Contractor”), a corporation organized and existing under the laws of the
Republic of Korea, with offices and its principal place of business located at
206 Jungja-dong Bundang-gu, Sungnam-si, Kyunggi-do, Republic of Korea.


     Intelsat and Contractor hereby agree as follows:


     WITNESSETH THAT:


     WHEREAS, the Parties entered into Contract Intelsat-2822, dated 26 April
2002, hereinafter referred to as the “Contract”; and


     WHEREAS, Intelsat and the Contractor have agreed to revise the Contract to
reflect revised prices resulting from changes to the electrical power system
requirements, and the addition of one man to the earth station staffing
requirements; and


     WHEREAS, Intelsat and the Contractor have agreed to revise the Contract to
reflect a modification to the Service Commencement Date (SCD), and a
modification to the reimbursement of costs for electricity, fuel and radio
frequency usage.


     NOW THEREFORE, the Parties agree that Contract Intelsat-2822 is hereby
amended as follows:


                                   

Amendment No 1 to

Intelsat-2822

Page 1




 







 




     1. Amend
ARTICLE 3 – Price, Invoice and Payment as follows:


(A) Delete the text set forth in Paragraph (a) in its entirety and
insert in lieu thereof:


          “(a) For the satisfactory performance of the Services hereunder,
the total firm fixed price, including recurring and non-recurring
charges, for all work required during the initial five year period
pursuant to this Contract is **********. Of that amount, the
non-recurring charge is ***********. Also included are the fixed
annual recurring charges, that begin at the Service Commencement Date
(SCD) and continue for the duration of the initial five (5) year
period, are as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Contract Term —  Initial 5 year period	 	Year 1	 	Year 2	 	Year 3	 	Year 4	 	Year 5
	

	 	               Total Annual Charges
	 	 	*	****	 	 	*	****	 	 	*	****	 	 	*	****	 	 	*	****
	

	 	 	           Quarterly Charges
	 	 	*	****	 	 	*	****	 	 	*	****	 	 	*	****	 	 	*	****
	






Total recurring charges for years 1 – 5: ******


     


     Note: The fixed charge of ***** includes ***** for two (2)
200 KVA UPS systems and installation.


          Notwithstanding the foregoing, Intelsat will commence payment of
***** of the above recurring charges upon SCD of both the C-Band
Limited Motion Antenna (CLMA) and the Collocated Communications
Antennas (CCAs), and will commence payment of ***** of the above
recurring charge upon SCD of the C-Band Full Performance Antenna
(CFPA) and the Ku-Band Full Performance Antenna (KFPA). The period of
performance as set forth in Article 2 shall commence upon SCD of the
CFPA and KPFA.


          SCD of the CLMA and CCAs is deemed to have occurred on 22 October
2003.”


                                   

Amendment No 1 to

Intelsat-2822

Page 2




 







 




(B) Delete the text set forth in Paragraph (b) in its entirety and
insert in lieu thereof:


               “(b) The fixed annual recurring charges for the optional
additional five (5)
year period, which may be exercised by Intelsat at its sole option per
paragraph (b) of Article 2, are as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Contract Term — Optional 5 year period	 	Year 6	 	Year 7	 	Year 8	 	Year 9	 	Year 10
	

	 	                         Total Annual Charges
	 	 	*	****	 	 	*	****	 	 	*	****	 	 	*	****	 	 	*	****
	

	 	 	                         Quarterly Charges
	 	 	*	****	 	 	*	****	 	 	*	****	 	 	*	****	 	 	*	****
	






Total recurring charges for years 6 – 10: *****


(C) Add the following text set at the end of Paragraph (d):


**********


(D) Add the following text set at the end of Paragraph (f):


“Notwithstanding the foregoing, the recurring charges as set forth in
Article 3 shall exclude ********. The Contractor shall clearly
identify ***** on all applicable invoices.”


(E) Delete the text set forth in Paragraph (h) in its entirety and
insert in lieu thereof:


               “(h) The non-recurring charge for the building and electrical
activities of ********** shall be paid to the Contractor within thirty
(30) days after receipt by Intelsat of an properly certified invoice
from the Contractor noting that Preliminary Acceptance of the CLMA and
CCAs has been completed. The remainder of the non-recurring charge as
set forth in paragraph (a) above shall be paid to the Contractor
within thirty (30) days after the Service Commencement Date (SCD) and
receipt by Intelsat of an invoice from the Contractor for full
satisfactory performance of the Services to which the charges relate.”


                                   

Amendment No 1 to

Intelsat-2822

Page 3




 







 




     2. Amend
ARTICLE 12 – Correspondence as follows:


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


“All notices, reports and other correspondence, except invoices,
shall be addressed as follows:


If to Intelsat:


             Intelsat Global Service Corporation
             3400
International Drive, N.W.
             Washington,
D.C. 20008-3006, U.S.A.


All contractual issues and deliverable documentation:
             Attn:   Richard
Parker
             Contracts
Manager
             Procurement
Division, Box 25
             Tel:
+1 202 944 7090
             Fax:
+1 202 944 7266
             Cell:
+1 202 445 0607
             Email:
richard.parker@intelsat.com


With a copy to the Program Manager and the Kumsan TTC Manager


All technical issues:
             Attn:   Madgy
Battikha
             Program
Manager
             Tel:
+1 202 944 7374
             Fax:
+1 202 944 7121
             Cell:
+1 202 361 0226
             Email:
madgy.battikha@intelsat.com


With a copy to the Contracts Officer and the Kumsan TTC Manager


             Attn: Sung Lee
             Kumsan
TTC Manager
             Tel:
+82-41-752-9950
             Fax:
+82-41-754-6288
             Cell:
+82-16-434-8915
             Email:
sung.lee@intelsat.com


If to Contractor:


                                   

Amendment No 1 to

Intelsat-2822

Page 4




 







 




             KT Corporation
             206
Jungja-dong Bundang-gu
             Sungnam-si,
Kyunggi-do
             Republic
of Korea


For contractual issues:
             Attn:   Mr. Ha-il
Song
             Tel:
+82-31-727-2552
             Fax:
+82-31-727-2525
             Cell:
+82-16-839-3663
             Email:
hailsong@kt.co.kr


With a copy to:
             Attn:   Mr. Tae-Ho
Youn
             Tel:
+82-31-727-2550
             Fax:
+82-31-727-2525
             Cell:
+82-16-9273-7754
             Email:
thyoun@kt.co.kr


For technical issues:
             Attn:   Mr. Byeong-Guk
(Anthony) Yeom
             Tel:
+82-41-750-1884
             Fax:
+82-41-750-1885
             Cell:
+82-16-458-3584
             Email:
yeombg@kt.co.kr


All invoices shall be addressed as follows:


             Intelsat Global Services Corporation Korea Branch
             259-1,
Yangjeonri
             Kumsungmyun,
Kumsangoon
             
Choongchungnamdo
             Republic
of Korea”


     EXCEPT as specifically modified in Amendment No. 1 herein, all other terms
and conditions of the Contract shall remain in full force and effect.


                                   

Amendment No 1 to

Intelsat-2822

Page 5




 







 




     IN WITNESS WHEREOF, the parties have, as their free acts and deeds, caused
this Amendment No. 1 to be executed by their respective duly authorized
representatives.



	 	 	 	 	 	 	 
	 
	 	
KT Corporation
	 	 	 	Intelsat Global Service Corporation

	 	 	
(“Contractor”)
	 	 	 	(“Intelsat”)
	 	 	 	 	 	 	 
	By:	 	
/s/ Yu-Ho Park
	 	By:
	 	/s/ Robert B.
Mulholland, Jr.

	 	 	


	 	 	 	

	 	 	
(signed)
	 	 	 	(signed)
	 	 	 	 	 	 	 
	 	 	
Yu-Ho Park
	 	 	 	Robert B. Mulholland, Jr.
	 	 	


	 	 	 	

	 	 	
(Typed)
	 	 	 	(Typed)
	 	 	 	 	 	 	 
	Title:	 	
Managing Director
	 	Title:
	 	Manager,
Contracts & Sales

	 	 	


	 	 	 	

	Date:	 	
31, October 2003
	 	Date:
	 	10, November 2003
	 	 	


	 	 	 	






                                   

Amendment No 1 to

Intelsat-2822

Page 6