[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:
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 [ ].
Monthly Recurring Service Charge. During the Service Term, Customer will pay to EHC for Service a monthly recurring service charge of [ ].
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"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.
"Replacement Satellite" means the [ ] satellite or such other satellite as may be agreed upon by the respective management of the 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: |
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Name: | ||||||
Title: | ||||||
DISH NETWORK L.L.C. |
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By: |
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Name: | ||||||
Title: |
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