Exhibit 10.3.2
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission. The
omissions have been indicated by asterisks ("*****"), and the omitted text has
been filed separately with the Securities and Exchange Commission.
AMENDMENT No 1 TO CONTRACT Number T70309257 (IA 7-C9)
This Amendment (the "Amendment") is made as of the 7th day of May
2004 ("Effective Date").
WHEREAS, Andrita Studios, Inc., and Loral SpaceCom Corporation, d/b/a
Loral Skynet ("Loral") executed an agreement for the provision of service on
transponder 9 of the Telstar 7 satellite effective as of 20 November 2003 (the
"Agreement");
WHEREAS, Intelsat LLC, a company organized and existing under the laws of
Delaware, acquired the assets of Loral effective 17 March 2004, and, in
connection with that acquisition, the Agreement was assigned to Intelsat USA
Sales Corp. ("Intelsat"), a company also organized and existing under the laws
of Delaware effective on the same date, and Playboy has validly consented to
said assignment;
WHEREAS Telstar 7 has been renamed Intelsat Americas 7 (IA-7);
WHEREAS Intelsat and CUSTOMER and now desire to amend certain terms of the
Agreement;
NOW THEREFORE, in consideration of the promises herein exchanged and for
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the Parties agree to amend the Terms and Conditions to the
Agreement as described below:
A. All terms not otherwise defined herein shall have the meaning ascribed to
them in the Agreement.
B. All references to Skynet are replaced with "Intelsat," and all references
to Telstar 7 are replaced with "IA-7".
C. Section 2 of the Agreement (Rates and Term of Service) is amended by
adding:
Quantity Service Satellite Transponder Term Monthly Rate
- ---------------------------------------------------------------------------------------------------------
1(one) 18.0 MHz IA-7 C - 9 start: *****
Non-preemptible on or before 5/1/05*
End:
3 years from start date
with option to extend
Service for 2 additional
years with written notice
to Intelsat no later than
60 days prior to end of
current term
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* CUSTOMER may activate this Service ("Additional Service") before 1 May 2005 by
giving 45 days' written notice to Intelsat in advance. If Intelsat does not
receive an activation notice relating to the capacity indicated above, such
capacity shall be activated on 1 May 2005, and billed accordingly.
Once the Additional Service has been activated, but in no event
prior to January 5, 2005, Intelsat may migrate the entire Service provided under
the Agreement to the Intelsat 13 satellite (IA-13) by giving CUSTOMER 100 days'
written notice in advance. Intelsat agrees that the polarity of the transponder
service on IA-13 shall be the same as was provided on IA-7. In order to ensure
continuity of service, Intelsat shall provide satellite capacity on IA-13 and
Intelsat shall downlink CUSTOMER's entire 36 MHz Service from IA-7 and re-uplink
the Service to IA-13 for a period of 30 days prior to CUSTOMER's end of
operation on IA-7 at no additional cost to CUSTOMER to support dual illumination
on IA-7 and IA-13 (the "Dual Illumination Period.") In the event Intelsat elects
to commence a dual illumination as provided for above prior to the Dual
Illumination Period, then Intelsat may do so at any time at its sole expense.
Intelsat may elect to migrate the entire 36 MHz Service only if the parties have
agreed to a mutually acceptable antenna and/or hardware program to provide for
cable system access to services on IA-13.
D. Section 7(ii) of the Agreement is deleted and replaced with:
If to Intelsat: Director, Contracts
Intelsat
3400 International Drive NW
Washington, D.C. 20008
Tel: 202 944 7200
With a copy to: General Counsel
Except as herein amended, all other provisions of the Agreement
shall remain in full force and effect. In the event of any conflict between the
terms of this Amendment and those of the Agreement, the terms of this Amendment
shall supersede those of the Agreement and exclusively govern the matter in
question.
IN WITNESS WHEREOF, the Parties hereto have executed or caused to be
executed this Amendment as of the Effective Date first written above.
INTELSAT USA SALES CORP.
BY: /s/ Stephen Spengler
----------------------------
Stephen Spengler
Director and President
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ANDRITA STUDIOS, INC.
BY: /s/ Alexandra Atkins Shepard
--------------------------------
Alexandra Atkins Shepard
Vice President
3