exv10w1



 






Exhibit 10.1




AMENDMENT #4 TO SATELLITE SERVICE AGREEMENT




     THIS AMENDMENT #4 (“Amendment #4”) to the Satellite Service Agreement for AMC-16 effective as
of February 19, 2004, as amended by Amendment #1 effective as of March 10, 2004, Amendment #2
effective as of April 30, 2004, and Amendment #3 effective as of November 19, 2004 (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. (“Customer”) *** on
the other hand, is made effective as of April 6, 2005 (the “Amendment #4 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 #4
have the meanings specified herein or in the Original Agreement. The Original Agreement as amended
by this Amendment #4 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) In-Service Date. The AMC-16 Satellite is deployed at the Orbital Location (which the
parties agree is the orbital location at which the AMC-16 Satellite is initially required to be
placed in service under the Original Agreement). *** the AMC-16 Satellite was ready for commercial
operation in accordance with the Technical Performance Specifications as of February 8, 2005, and
*** the In-Service Date of the AMC-16 Satellite was therefore February 8, 2005. On February 7,
2005, SES Americom issued invoices for the MRC for the partial month of February 2005 *** and the
month of March 2005 *** which have been paid by Customer. In the computation of the MRC on and as
of the In-Service Date in accordance with the methodology set forth in Attachment C, SES Americom
utilized estimated *** for January-February 2005. The MRC will be re-computed
on and as of the In-Service Date at the time that actual *** are available for
such months, and SES Americom will include an appropriate additional billing or credit with the
next following monthly invoice.



(2) AMC-16 Relocations. Pursuant to Subsection 2.G(2) of the Original Agreement, Customer
hereby exercises an option to direct that the AMC-16 Satellite be positioned at the Alternate
Orbital Location (as defined below) of 97° W.L. on the following terms and conditions: ***




          (b) The AMC-16 Satellite has been placed In-Service at the Orbital Location and commenced
regular commercial operations in the Ku-Band and the Ka-Band. For a period of *** following the
In-Service Date, Customer agrees to support SES Americom’s transition of certain of SES Americom’s
Ku-Band third-party customers receiving service on the AMC-9 satellite (“AMC-9”) at the Orbital
Location (the “AMC-9 Customers”) to service on AMC-9 at the 83° W.L. orbital location by making
available up to eight (8) Ku-Band Transponders *** on the AMC-16 Satellite utilizing the Ku-Band LP
Downlink Capability. (SES Americom will utilize such Ku-Band Transponders solely to transition the
AMC-9 Customers from AMC-9 to the AMC-16 Satellite and to provide service on the AMC-16 Satellite
to the AMC-9 Customers, pending relocation of AMC-9 to the 83° W.L. orbital location and subsequent
re-transfer of the AMC-9 Customers to AMC-9.) SES Americom will pay Customer a service charge for
its actual use of each Ku-Band Transponder at a daily rate of ***



          (c) Upon completion of the deployment described in clause (b), the AMC-16 Satellite will be
drifted to the 97° W.L. Alternate Orbital Location (which shall be deemed to be a Customer Orbital
Location for all purposes under the Agreement) ***



           
 
 




			
	***	 	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.







 









 








          (d) Upon completion of the deployment described in clause (c) above, the AMC-16 Satellite
shall be relocated to the Orbital Location (or in the event that all necessary regulatory
authorizations and all necessary coordination with other operators were not timely received for
such deployment, the AMC-16 Satellite shall be located at the Orbital Location), unless Customer
requests that it be relocated to an Alternate Orbital Location pursuant to the terms of this
Agreement.



          (e) Notwithstanding clauses (a)-(d) above, actual positioning of the AMC-16 Satellite at an
Alternate Orbital Location, or return to the Orbital Location after operation at an Alternate
Orbital Location, is in all events subject to and conditioned on grant of all necessary regulatory
authorizations. To effectuate clause (c) above, and following consultation with Customer, SES
Americom filed an appropriate application for special temporary authority with the FCC on January
12, 2005, and that application is pending before the FCC.



          (f) Section 2.G of the Agreement will govern further actions by the parties with respect to
the relocation plan. Notwithstanding clauses (a)-(e) above, the relocation plan and actual
positioning of the AMC-16 Satellite at an Alternate Orbital Location is in all events also subject
to adjustment based on a Force Majeure Event, including in-orbit testing delays and FCC delays that
are beyond the reasonable control of SES Americom. ***



          (g) Notwithstanding clauses (a)-(e) above, SES Americom’s ability to operate the AMC-16
Satellite at an Alternate Orbital Location is in all events subject to and conditioned on
completion of all necessary coordination with other operators. ***


(3) Subsection 10.M(3). The parties note that SES Americom has been granted a “permanent”
authorization by the FCC to operate in the Ku-Band at the 83o W.L. orbital location. ***



(5) Subsection 3.A(8). The parties agree to replace Subsection 3.A(8) of the Original
Agreement with the following:





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 obtaining any site licenses, earth station
authorizations and other necessary FCC, Industry Canada, COFETEL and other
governmental authorizations to communicate with, and coordinate the use of, the
Satellite for the Intended Use ***


(6) New Definition. The following definition is added: ***



(7) 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.







 









 








     This Amendment #4 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
	 	 
	
	 	 	 	 	 	AMERICOM CALIFORNIA, INC.
	 	 
	By: EchoStar DBS Corporation, its
	 	and SES AMERICOM COLORADO, INC.	 	 
	sole member	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	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.