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  Exhibit 10.34    
    


 
    [FORM OF] Amendment
  To
  Satellite Transponder Service Agreement for EchoStar [      ]
  Between
  EchoStar Corporation
  and
  DISH Network
L.L.C. (Form A)    
    


        This Amendment (the "Amendment") to that certain Satellite Transponder Service
Agreement for EchoStar [      ] by and between EchoStar Corporation (formerly known as EchoStar Holding Corporation)
("EHC") and DISH Network L.L.C. (formerly known as EchoStar Satellite L.L.C.) ("Customer") dated
[      ] (the "Agreement"), shall be effective as of [      ]. 


        WHEREAS,
Customer desires to continue to receive the Service and EHC desires to continue to provide the Service pursuant to the terms of this Amendment; 


        NOW
THEREFORE, in consideration of these premises and the mutual undertakings herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, EHC and Customer intending to be legally bound, hereby agree as follows: 


	1.
	Term.    Section 1.2 is hereby deleted in its entirety and the following substituted
therefor: 



Term.    The term for Service provided under this Agreement (the "Service Term") shall
commence on [      ] (the "Commencement Date") and, except as otherwise provided herein, shall continue, unless
terminated earlier in accordance with the terms and conditions of this Agreement, until the earliest of: (i) the End-of-Life or the Projected Replacement Date of the
Satellite; (ii) the date the Satellite becomes a Satellite Failure; or (iii) the date the Transponder on which Service is being provided hereunder becomes a Transponder Failure (the
"Projected Termination Date"). 


If
the Replacement Satellite is placed in service on the Replacement Date, then the Service Term (provided that a Satellite Failure has not occurred) may be extended at Customer's sole option for
successive one-year periods (or portion thereof in the case of the final extension) until the Satellite reaches its End-of-Life (each an "Success Extended Term"),
upon written notice to EHC provided at least one hundred and eighty (180) days prior to the Projected Termination Date or the end of the then current Success Extended Term (as applicable);
provided that, at the time of each such extension, Customer is in full compliance with all of its obligations under this Agreement. 


If
the Replacement Satellite fails prior to being placed into service, then Customer, at its sole option, may (provided that a Satellite Failure has not occurred) extend this Agreement through
[      ] (the "Failure Service Term") in accordance with the terms set forth below, provided that, at the time of such
extension, Customer is in full compliance with all of its obligations under this Agreement. Customer may (provided that a Satellite Failure has not occurred) extend, at its sole option, the Failure
Service Term for successive one-year periods (or portion thereof in the case of the final extension) until the Satellite reaches its End-of-Life (each an
"Failure Extended Term"), upon written notice to EHC provided at least one hundred and eighty (180) days prior to the end of the Failure Service
Term or the then current Failure Extended Term; provided that, at the time of each such extension, Customer is in full compliance with all of its obligations under this Agreement. During the Failure
Service Term and each Failure Extended Term, the MRC shall equal [      ].  



	2.
	Payment.    Section 2.1 is hereby deleted in its entirety and the following substituted
therefor: 



Monthly Recurring Service Charge.    During the Service Term, Customer will pay to EHC for Service a monthly recurring service charge of
[      ]. 



1







 
	3.
	Article IX.    Article IX is hereby amended as follows:
[      ].



	4.
	Definition.



	(a)
	The
following definition is hereby added to Article XI: 







"Projected Replacement Date" means the date on which a Replacement Satellite is projected to be placed into service at the orbital location to which the
Satellite is assigned.  



	(b)
	The
following definition is hereby deleted in its entirety and the following substitute therefor: 





"Replacement Satellite" means the [      ] satellite or such other satellite as may be agreed upon by the respective
management of the parties.  




	5.
	No Other Amendment.    Except as expressly set forth herein, all of the terms and conditions of the
Agreement shall remain in full force and effect, without any change whatsoever.



	6.
	Counterparts.    This Amendment may be executed in two (2) or more counterparts, each of
which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same instrument. Facsimile signatures shall be deemed originals.



	7.
	Capitalized Terms.    Capitalized terms used herein, but not otherwise defined, shall have the
meaning ascribed to them in the Agreement.



	8.
	Conflict.    In the event there is any conflict between the terms and conditions of this Amendment
and the terms and conditions of the Agreement, the terms and conditions of this Amendment will prevail.



	9.
	Entire Agreement.    The Agreement, including any Exhibits or Attachments to the Agreement, and
this Amendment constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous agreements, oral or written, between the parties concerning the
subject matter hereof. No modification or amendment of the terms of the Agreement or this Amendment shall be effective except by a writing executed by both parties. 


[SIGNATURE
PAGE FOLLOWS] 


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        IN
WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Amendment. 

 










							
	 	 	ECHOSTAR CORPORATION
	

 	
 	
By:	
 	
  







 
	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	
DISH NETWORK L.L.C.
	

 	
 	
By:	
 	
 







 
	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 




 

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Exhibit 10.34


[FORM OF] Amendment To Satellite Transponder Service Agreement for EchoStar [ ] Between EchoStar Corporation and DISH Network L.L.C. (Form A)