LAUNCH SERVICES CONTRACTS
EXHIBIT 10.28
CONFIDENTIAL TREATMENT REQUESTED
--------------------------------
REDACTED The asterisked portions of this
document have been omitted and are
filed separately with the Securities
and Exchange Commission
AMENDED AND RESTATED
LAUNCH SERVICES AGREEMENT
-------------------------
This AMENDED AND RESTATED LAUNCH SERVICES AGREEMENT (the "Agreement") is
entered into on January 17, 1997 by and between ▇▇▇▇▇▇ SPACE AND COMMUNICATIONS,
INC., a corporation organized under the laws of the State of California
("HSCI"), and ▇▇▇▇▇▇ COMMUNICATIONS GALAXY, INC., a corporation organized under
the laws of the State of California ("HCG").
RECITALS
WHEREAS, HSCI and HCG have previously entered into a Launch Services Agreement
effective as of August 29, 1996 (the "Initial Agreement"), pursuant to which HCG
agreed to purchase from HSCI, and HSCI agreed to sell to HCG, certain launch
services; and
WHEREAS, HSCI and HCG desire to amend and restate the Initial Agreement in the
manner set forth herein and consistent with the parties' original intent with
respect to the Initial Agreement;
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration, the sufficiency and receipt of which is hereby
acknowledged, HSCI and HCG hereby amend and restate the Initial Agreement to
read in its entirety as follows:
1. HSCI shall sell to HCG, and HCG shall buy from HSCI, three (3) launch
services to which HSCI is contractually entitled pursuant to certain launch
services agreements between HSCI and the launch providers thereof. Such launch
services shall be provided as follows:
(a) HCG shall pay HSCI ************* for one (1) Lockheed ▇▇▇▇▇▇ Commercial
Launch Service Atlas IIAS launch service during the launch period beginning
September 1, 1997 through November 30, 1997 for HCG's Galaxy VIII(i) mission.
(b) HCG shall pay HSCI ************* for one (1) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Corporation Delta III launch service during the launch period beginning April
1, 1998 through June 30, 1998 for HCG's Galaxy X mission.
(c) HCG shall pay HSCI ************* for one (1) Sea Launch Partnership Sea
Launch launch service during the launch period beginning June 1, 1998 through
September 30, 1998 for HCG's Galaxy XI mission.
2. The rights and obligations of the parties with respect to such launch
services are further specified in Exhibit A attached
hereto.
3. This Agreement shall be made effective as of August 29, 1996.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as
of the date first above written.
▇▇▇▇▇▇ SPACE AND COMMUNICATIONS ▇▇▇▇▇▇ COMMUNICATIONS
INTERNATIONAL, INC. GALAXY, INC.
By: /s/ ▇.▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------- -----------------------
Its: CEO Its: President
----------------------- -----------------------
EXHIBIT A
CONFIDENTIAL TREATMENT REQUESTED
--------------------------------
REDACTED The asterisked portions of this
document have been omitted and are
filed separately with the
Securities and Exchange Commission
SPACECRAFT CONTRACTS (FOR REFERENCE ONLY)
GALAXY VIII (i) GALAXY X GALAXY XI
PERFORMANCE PURCHASED Paragraph 3.2.1.5 Paragraph 3.2.1.5.1 Paragraph 3.2.1.5
Standard Transfer Orbit Standard Transfer Orbit Standard Transfer Orbit
2.3 Sigma 3.0 Sigma 2.3 Sigma
8150 Pounds 8400 Pounds (9000) Pounds
3696.8 Kilograms 3810 Kilograms (4200) Kilograms
LAUNCH SERVICES CONTRACTS
GALAXY VIII (i) GALAXY X GALAXY XI
LAUNCH PROVIDER International Launch Services ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Sea Launch Limited Partnership
VEHICLE Atlas IIAS Block I Delta III Sea Launch Zenit
PRICE ** ** **
PAYMENT SCHEDULE Contract Award **% Contract Award **%
L** Months **% L** Months **%
L** Months **% L** Months **%
L** Months **% L** Months **% L** Months **%
L** Months L** Months **% L** Months **%
L** Months **% L** Months **% L** Months **%
(plus Launch slot selected) (plus Launch slot selected) (plus Launch slot selected)
L** Months **% L** Months **% L** Months **%
L** Months L** Months **% L** Months **%
(plus Launch slot selected) L** Months **%
Booster On Stand **% Booster On Stand**% (plus Launch day selected)
(plus 30 days) L** Months **% L** Months **%
L** Months **%
PERFORMANCE PURCHASED Standard Transfer Orbit Standard Transfer Orbit Standard Transfer Orbit
2.3 Sigma 3.0 Sigma 2.3 Sigma
See Interface Requirements 8150 Pounds 8400 Pounds 4600 Kilograms
Documents 3696.8 Kilograms 3810 Kilograms
Performance of the launch vehicle is specified consistently between the
spacecraft contract above and the respective Interface Requirement Document.
The Interface Requirements Document contains the launch windows, facilities
locations and requirements and other technical requirements.
The Statement of Work contains the general responsibilities for the parties.
▇▇▇▇▇▇ PROPRIETARY DATA
CONFIDENTIAL TREATMENT REQUESTED
--------------------------------
REDACTED The asterisked portions of this
document have been omitted and are
filed separately with the Securities
and Exchange Commission
Galaxy VIII (i) Galaxy X Galaxy XI
Launch Period 1 September 1997 through 30 1 April 1998 through 30 June 01 June 1998 through 30
November 1997 1998 Launch H-1 September 1998
Option Launch 2
----------------------------- --------------------------
The spacecraft contract is The Galaxy II spacecraft
currently in the process of contract will specify a
being modified to be launch from the Sea Launch
consistent with the launch Platform.
contract. The launch contract --------------------------
was originally consistent with
the spacecraft contract but at
the request of the Galaxy
Business unit the launch
contract was re-negotiated.
---------------------------
Postponements - Customer ** of unpaid balance per month Prior to ** days Prior to L ** months
of postponement Payments are adjusted ** of **
unpaid balance per month of Limited to ** months
** if tanking of the Launch postponement for postponement
Vehicle has occurred. postponements.
Less than L ** months
**
Less than ** days
Limited to ** days Payments continue and the
price does not adjust.
Limited to ** months
postponement
Limited to ** postponement
Termination Liability - ** from contract award ** from contract award until L ** from contract award until
Customer Convenience until L ** months. ** months. ** months.
L ** Months **%
L ** Months **% ** from L - ** months
A linear ramp from L ** months L ** Months **% (**) to L**(**)
(** ) to L (**) L ** Months **%
L ** Months **% ** from L - ** months
L ** Months **% (**) to L**(**)
At Launch ** L ** Months **%
L ** Months **% At Launch
L ** Months **%
L ** Months **%
L ** Months **%
L ** Months **%
Linear interpolation between
dates.
Termination for Cause Launch delays in excess of 365 Launch delays to later that 1 Launch delays to later than
days (some conditions apply) January 1999. (Some conditions 1 July 1999.
apply) (Sole conditions apply)
Contractor becomes bankrupt or Contractor becomes bankrupt
insolvent or insolvent
Fails in its performance in a Fails in its performance in
material term of this a material term of this
Agreement. Agreement.
Postponements - Launch No cost. Payments are No cost. Payments are No cost. Payments are
Provider postponed. postponed. postponed.
▇▇▇▇▇▇ PROPRIETARY DATA
CONFIDENTIAL TREATMENT REQUESTED
--------------------------------
REDACTED The asterisked portions of this
document have been omitted and are
filed separately with the Securities
and Exchange Commission
Galaxy VIII (i) Galaxy X Galaxy XI
Replacement Launch - None - Exercise Yes Yes
Compliant Spacecraft to a new launch
Interface option.
The launch occurs within Launch is guaranteed, Launch is guaranteed,
the ** launch period within the priority within the priority
that starts ** after guidelines within ** of guidelines within ** of
notification (some notification notification
conditions apply)
Price and payment Price and payment
Price is ** per the original per the original
escalated by ** per launch. launch.
month the launch is
after October 1996.
▇▇▇▇▇▇ PROPRIETARY DATA
CONFIDENTIAL TREATMENT REQUESTED
--------------------------------
REDACTED The asterisked portions of this
document have been omitted and are
filed separately with the Securities
and Exchange Commission
Galaxy VIII (i) Galaxy X Galaxy XI
Force Majeure ** ** **
▇▇▇▇▇▇ PROPRIETARY DATA