AMENDING AGREEMENT NO.
1
TO SATELLITE DELIVERY
AGREEMENT
THIS AGREEMENT
(herein referred to as the “
Amending Agreement No. 1 ”) is made effective as of
October
, 2008 (the “Amendment
Effective Date” ) by and between Mobile Satellite
Ventures (Canada) Inc. ( “MSV Canada” ) and
Mobile Satellite Ventures LP ( “MSV LP”
).
WHEREAS , MSV LP and MSV Canada are parties to a
satellite delivery agreement dated as of February 22, 2007 (the
“ Satellite Delivery Agreement ”);
and
WHEREAS , the parties to the Satellite Delivery
Agreement desire to amend that agreement;
NOW THEREFORE
, in consideration of the agreements
and obligations set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
(a) The
Satellite Delivery Agreement is hereby amended by adding the
following definition after the definition of the term
“Governmental Entity” in Section 1 of the Satellite
Delivery Agreement:
“In-Orbit
Test” or
“IOT” has the meaning given to such term in the
Satellite Construction Contract.”
(b) The
Satellite delivery Agreement is hereby amended to delete Section
2.2 thereof and to replace it with the following new Section
2.2:
“2.2
Transfer of Title. Subject to the receipt of all necessary
governmental approvals, title to the MSV-2 Satellite shall be
transferred from MSV LP to MSV Canada at such time as MSV LP and
MSV Canada mutually agree upon in writing; provided that such
transfer of title to the MSV-2 Satellite from MSV LP to MSV Canada
shall occur: (a) no earlier than immediately after the point in
time that title to the MSV-2 Satellite is transferred from the
Satellite Vendor to MSV LP in accordance with Section 12.1 of the
Satellite Construction Contract, subject to the provisions stated
therein in the event of a “Terminated Ignition” and,
(b) no later than the completion of the In-Orbit Test. Title to the
MSV-2 Satellite
