Sample Business Contracts

Contract for Delivery of CD Radio DARS System [Amendment No. 11] - CD Radio inc. and Space Systems/Loral Inc.

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                                AMENDMENT NO. 11
                          CONTRACT NO. SS/L-TP93002-01
                               SPACE SYSTEMS/LORAL
                        DELIVERY OF CD RADIO DARS SYSTEM

               THIS CONTRACT AMENDMENT NO. 11 (the "Amendment") is entered into
effective as of the 24th day of March 1997, between CD RADIO INC. (the
"Purchaser") and SPACE SYSTEMS/LORAL, INC. (the "Contractor").

               WHEREAS, Contractor and Purchaser are parties to Contract No.
               SS/L-TP93002- 01 dated March 2, 1993,

               WHEREAS, Contractor and Purchaser desire to amend the Contract to
               (a) allow Contractor to commence long lead material procurement
               activities, and (b) to extend the term of the contract.

               NOW, THEREFORE, in consideration of the mutual covenants and
               conditions in this Amendment and in the Agreement, the receipt
               and sufficiency of which are hereby acknowledged, the parties
               hereto agree as follows:

               A. Replace "RESERVED" at Article 16 with the following new


               A contract amendment between the parties is contemplated which
               will change the configuration of the satellites to the
               configuration described in the draft Amendment #10 dated 21 March
               1997. In anticipation of the Parties' execution of such an
               amendment, upon Contractor's receipt of $6.5 million, the
               Contractor shall commence to perform the work associated with the
               first five months of the program schedule, which consists
               primarily of long lead material procurement activity.

               B. Change ARTICLE 44 AGREEMENT EXPIRATION to the following:

               It is agreed between the Parties that if CD Radio Inc. has not
               been granted license and construction permit from the Federal
               Communication Commission by the end of April 30, 1997, then the
               provisions of this Contract shall become null and void, and the
               Parties shall have no further obligation whatsoever to each
               other, and no financial obligation shall exist by either Party to
               the other Party.

<PAGE>   2

                                AMENDMENT NO. 11
                          CONTRACT NO. SS/L-TP93002-01

               C. All capitalized terms in this Amendment, not otherwise defined
               herein, shall have the meanings ascribed to them in the Contract.

               D. The Contract, as modified by the express terms of this
               Agreement, is hereby ratified and affirmed by Purchaser and
               Contractor, and shall remain in full force and effect.

               IN WITNESS WHEREOF, the parties have executed this Amendment
effective as of the date first above written.

<S>                                                       <C>
CONTRACTOR:                                                          PURCHASER:

SPACE SYSTEMS/LORAL, INC.                                            CD RADIO INC.

By:             /s/ R.A. Haley                            By:        /s/ R.D. Briskman
                --------------------------------------               -------------------------------------------------
Name:           R.A. Haley                                Name:      R.D. Briskman
                --------------------------------------               -------------------------------------------------

Title:          Vice President & CFO                      Title:     President
                --------------------------------------               -------------------------------------------------