Attachment Bond

Bond

LETTER submitted by Rainbow DBS Company LLC

Bond and Letter

2003-12-19

This document pretains to SAT-LOA-20030827-00172 for Application to Launch and Operate on a Satellite Space Stations filing.

IBFS_SATLOA2003082700172_350031

Mintz, Levin, Colm, Ferris, Glovsky and Popeo, P.C. 701 Pennsylvania Avenue, NW. Washington, D.C. 20004 Benjamin J. Griffin 202 434 7300 Christopher R. Bjornson 202 434 7400 fax Direct dial 202 661 8720 bgriffin@mintz.com December 19, 2003 VIA HAND DELIVERY AND E—MAIL Marlene H. Dortch RECEIvEp Office of the Secretary DEC Federal Communications Commission . 1 $ 2003 The Portals VEDERAL COmmunjcayyons 445 12th Street, SW OFFICE OF ThE seneySON Room TW—A325 Washington, D.C. 20554 Re: Bond Filing, Rainbow Ka 1 Satellite, Rainbow SAT—LOA—20030827—00172, Call Sign $2485 Dear Ms. Dortch: On behalf of Rainbow DBS Company LLC, and pursuant to the procedures set forth in the First Space Station Reform Order, and the Public Notice issued by the International Bureau on August 6, 2003 (DA 03—2602, 18 FCC Red 16283), we hereby submit the attached bond in connection with the Rainbow Ka 1 satellite (SAT—LOA—20030827—00172, Call Sign $2485). Once launched, the satellite will operate at 62° W.L. Also attached is a letter from Travelers Casualty and Surety Company of America explaining the nature of the bonds. As required by the Public Notice and 47 CFR § 1.51(c)(2), we are transmitting five copies of the bond along with an extra copy. Please date—stamp the extra copy and return it with our messenger. If you have any questions regarding the foregoing, please contact the undersigned. Sincerely, m&é L. %\—_fi» Benjamin J. Griffin Christopher R. Bjornson Counselfor Rainbow DBS Company LLC Boston Washington Reston New York New Haven Los Angeles London

MINTZ, LEVIN. COHK, FERRIS, GLOVsKY aANb Porro, P.C. Marlene H. Dortch December 19, 2003 Page 2 ce: Mr. Donald Abelson Ms. Jennifer Gilsenan Ms. Fern Jarmulnek Ms. Jacqueline Ponti Ms. Mary Jane Solomon Mr. Steven Spaeth Mr. Thomas Tycz WDC 343028v1

Federal Communications Commission (FCC) Ka—Band Satellite License Payment Bond BOND NUMBER KNOW ALL PERSONS BY THESE PRESENTS, That Rainbow DBS Company LLC (hereinafter called the Principal), and Travelers Casualty And Surety Company of America, a corporation of the State of Connecticut (hereinafter called the Surety), are held and firmly bound unto the United States Treasury (hereinafter called the Obligee), in the maximum penal sum of FIVE MILLION DOLLARS ($5,000,000.00) to the payment of which sum, well and truly be made, the Principal and Surety bind themselves, and each of their heirs, administrators, executors and assigns, jointly and severally, firmly by these presents. Regardless of the number of years this bond may in force, the aggregate liability of the Surety payable under this bond shall not be cumulative and is limited to the stated maximum penal sum. WHEREAS, the Principal‘s application, SAT—LOA—20030827—00172 Call Sign S 2485 has been granted by the Federal Communications Commission ("FCC") and the Principal is authorized to launch and operate its Rainbow Ka 1 satellite at 62 degrees West Longitude in accordance with the terms and conditions set forth in its authorization which authorization is hereby referted to and made a part of hereof. WHEREAS, the Principal must file a payment bond with the FCC gursuant to the procedures set forth in Public Notice, DA 03— 2602, 18 FCC Red 16283 (2003) within 30 days of the application being granted. NOW, THEREFORE, THE CONDITION OF THE ABOVE OBLIGATION IS SUCH, that if the Principal shall well and truly perform each and every obligation in said application at the time and in the manner specified during the term of this bond, then this obligation shall be void, otherwise to remain in full force and effect. PROVIDED, HOWEVER, That this bond is subject to the following conditions: 1. Rainbow Ka 1 must be constructed, launched, and placed into operation in accordance with the technical parameters and terms and conditions of the grant authorization by the following specified time periods—milestones. Execute a binding contract for construction within one year (11/21/2004) a o oo» Complete the Critical Design Review within two years (11/21/2005) Commence construction within three years (11/21/2006) Launch and begin operations within five years (11/21/2008) 2. Upon completion of each milestone, confirmation of which will be filed with the FCC by Principal, and issuance of a Public Notice by the FCC confirming same, the maximum penal sum of the bond shall be reduced by 25% ($1,250,000.00) via a rider to this bond sent to the FCC and the Obligee. 3. In the event of a Notice of Default (i.e. an order or public notice revoking Rainbow DBS® authorization) issued by the FCC to the Principal and the Surety regarding the performance of the milestones specified above during the term of this bond, the Surety shall be liable only up to the current outstanding maximum penal sum amount after milestone reductions. It is also understood and unconditionally agreed that upon receipt of such Notice of Default, the sole remedy under this bond will be the tender of payment of the current outstanding maximum penal sum of the bond (taking into account subsequent riders to the maximum penal sum of the bond described above) within thirty (30) business days of such Notice of Default. Any such Notice of Default made under this Bond shall be made in writing and shall be given by a personal delivery or expedited delivery service, postage pre—paid, addressed to the parties at the addresses specified below: To the Surety: Travelers Casualty and Surety Company of America One Tower Square, 3 PB Hartford, CT 06183—9062 Attention: Bond Claim

To the Principal: Rainbow DBS Company LLC 200 Jericho Quadrangle | Jericho, NY 11753 | 4. No right of action shall accrue on this bond to or for the use of any person or corporation other than the Obligee named herein or the heirs, executors, administrators or successors of the Obligee. 5. If any conflict or inconsistency exists between the Surety‘s obligations or undertakings as described in this bond and as described in other documents, statutes or regulations, then the terms of this bond shall prevail. This bond shall be effective on the 19th day of December 20 d Shall cease at such time as the FCC confirms that the Principal has satisfied all of the milestones set forth in paragraph Signed and sealed this 19°" day December, 20 Principal: Rainlbdw DBS Company LL By: \ fi‘fl b ats (;/;fi\ U (Witness) G Surety: Travelers Casualty & S ‘ety Company of America + By: éf/@ @%Afi’r\ Yvonne Oimeda, Attorney—In—Fact 0 (Witness) WDC 343002v1

. ooo L Travelers IMPORTANT DISCLOSURENOTICE OF TERRORISM INSURANCE COVERAGE On November 26, 2002, President Bush signed into law the Terrorism Risk Insurance Act of 2002 (the "Act"). The Act establishes a short—term program— under which the Federal Government will share in the payment of covered losses caused «by.cerfain acts of.international—terrorism..—W.e are:—providing you with . this notice—té6 inform—you of—the keyfeatures ofthe Act, and to let you know what effect, if any, the Act will have on your premium. Under the Act, insurers are required to provide coverage for certain losses caused by international acts of terrorism as defined in the Act.. The Act further provides that the Federal Government _ will pay a share of such losses. Specifically, the Federal Government will pay 90% of the amount of covered losses caused by certain acts of terrorism which is in excess of Travelers‘ statutorily established deductible for that year. The Act also caps the amount of terrorism—related losses for which the Federal Government or an insurer can. be responsible at $100,000,000,000.00, provided that the insurer has met its deductible. Please note that passage of the Act does not result in any change in coverage under the attached policy or bond (or the policy or bond being quoted). Please also note that no separate additional premium charge has been made for the terrorism coverage required by the Act. The premium charge that is allocable to such coverage is inseparable ffrom and imbedded in your overall premium, and is no more than one percent of your premium.

TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA TRAVELERS CASUALTY AND SURETY COMPANY FARMINGTON CASUALTY COMPANY — Hartford, Connecticut 06183—9062 POWER OF ATTORNEY AND CERTIFICATE OF AUTHORITY OF ATTORNEY(8)—IN—FACT _ KNOW ALL PERSONS BY THESE PRESENTS, THAT TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, corporations duly organized under the laws of the State of Connecticut, and having their principal offices in the City of Hartford, County of Hartford, State of Connectiout, (hereinaftor‘the "Companies") hath made, constitutedand appointed, and do by these . prosents make, constitute and appoint: Robert McDonough, Glenn Pelicticre, Betty Calderon, Debra Deming, Vivian Cartl, Hallna Kazmierczak, Camilic Malfland, Authony Cortese, Yvoune Olmeda, Norbert Kruger, Patricla Ng, Francis Santillan, Cynfiua Somersall, Sandra Diaz, Elizabeth Marrero, Thomas Rhatigan, of New York, New York, their true and lawfoal Attorney(s)—in—Fact, with full power and authority hereby conferred to sign, execute and acknowledge, at any place within the United States, the following instrument(s); by his/her sole signature and act, any and all bonds( recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking and anyand all consents incident thereto ~andtobind the Companies, therebyas fullyand tothe same extent as if thesame were signed bytheduly anthorized officers of the Companies, and all the acts of said Attorney(s}—in—Fact, pursuant to the authority herein given, are hereby ratified and confirmed. This appointment iSJnadeunderandbyauthofltyofflm following.Standing Regolutionsof said Companles. WhiehReso}uflonsm . mowthfuill forceandéffect: > | VOTED: Thatthc(haimmn,flmemdmLmwaeChanmm,myBxemfiancPfislda&anySwimVicermdmmyVian:uxdmt,uny Becond‘VicePresident,the Treasurer,; any—Assistafit Trefistrer,MWM«WWMWAWM ‘ qnflAgmtatowtfmmdoubefinlfofiheoompanymdmaygivesuchcppohfloemdlmflnityuhisorhereafifimofwthori@"'y presoribe hdmwkthmpmrlmomdde&mecommny‘uulbmdgmmmmw&Mmimandofimwdtmgsobligutotyh the nature of a bond, recognizance, or conditional undertaking, andanyot'nidoflieersorfieBoatflofDimcfimwatmyhmemaymoveanymch appointes and revoke the power given him or her. VOTED: lhat&eChanmnn,mePreaidmt,myViceChmmm,anyExmhvveeridan.mySmVieePremdentormyVicePresldent mayddega@eallormputofflmfmegomgemhmtymmcmmmofim«mpkye«offix@nmmy,mfidodfiatmhsuohdelegxtionls lnwdfingandaoopymaeofufiledhthcoflioeofflw.%mimy . . VOTED: That any bond, recognizance, oonnwtofindmny orwriungobhgatmymmenauneofuliond,mcognimce or conditional . mdahkingsbnflbenhdmdbindinguponflwCompmywbm(u)mgnedhyfixethdeugauyVioeclninnm,nwEJmuveViocPtuxdmt,any Senlor Vice Presideat or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company‘s seal by a Secretary or Assistant Secretary, or (b) duly executed (under seal, if required) by one or more Attorneys—in—Fact and Ageats pursuant to the power prescribed in his or her certificate or their certificates of authority or .bymemmCompanyoflicaup\mumtmnmfitmdelegufimofmflmdty This Power of Attorney and Certificate of Authority is signed and sealed by facdmfle (mechmicalorprlnted) undcr aud by authority of thefollowing Standing Resolution voted by the Boards of Directors of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS.CASUALTY AND SURETY COMPANY and FARl\flNGTON CASUALTY COMPANY, which Resoluation is now in fall force and effect: VOTED: That the signature of cach of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice Presidont, any Assistant Vice President, any Secretary, any Assistant Sectetary, and the seal of the Company may be affixed by facsimile to any power ofsttorney or to any certificate relatitig thereto appointinig Resident Vice Presidents, Resideat Assistant Secretaries or Attorneys—in—Factfor mmammmwmmmmmmhmmwmmmmwm or certificate bearing such facsimile signatute or faceimile seal shall be valid and binding upon theCompany and any such power so executed and euflfiedbyndzfiwdmfled@mmmdfluinfllowdmunlidandbindingupond\eOonmmyinflmfixtmwlflxmpeottomybondor — mdahfingmwhichhismwhed . (11—00 W)

TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA HARTFORO, connECTIUT ostss FINANCIAL STATEMENT AS OF OECEMBER 31, 2002 AS FILED IN THE STATE OF NEW YORK CAPITAL STOCK $ 6,000,000 <ms maoum n «n ASSETS . CASH £INVESTED CASH s 2re.s43.700 unearneo premiums $ 40625 SONDS 1,677,445,8616 LOSSES | 389,.26; STOCK 24,767,160 LOSS ADJUSTMENT ExPENSES 81,861 OTHER INVESTED AssETs — ACCRUED EXPENSES AND OTHER SNVESTMENT INCOME OUE LABILMES 324.6% ANO ACCRUED . 17,774,761 PROVISION FORREINSURANCE 27486 PREMIUM BALANCES 103,.906,338 |— PAYAGBLE FOR SECuURITiIEs 260454 REINSURANCE RECOVERABLE £0,622,002 FEOERAL INC. TAX RECOVERABLE 26,247,667 TOTAL LIABILUTiES ~~149002 RECENVABLE FoR sEcuRTiEs 6,059,188 OTHERASSETs 11.116,982 CAPITAL STOCK $ 6,000,000 PAID IN SURPLUS 303.207,402 OTHER SURPLUS 397,655.834 SURPLUS TO POLICYHOLOERS 706.063 TOTAL $ 196 TOTAL 5_ 2196 STATE OF CONNECTICUT ) COUNTY OF HARTFORO jSs. CTYOF HARTFORO ) — MWRENOEA. SIUTA, BEING OULY SWORN, SAYS THAT HE IS VICE PRESIOENT, BOND, OF TRAVELERS CASUALTY ANO SURETY COMPANY OF AMERICA, ANO THAT TO THE BEST OF HIS KNOWLEOGE ANO BEUIEF, THE FOREGONG is A TRUE 2lb ANO CORRECT STATEMENT OF THE FINANCIAL CONDITION OF SAIO COMPANY AS OF THE 318T DAY OF DECEMEER, 2002. CE Presibent, Bofo WEOSCRIBED AND SWORN TO BEFORE ME THIS OT. Buc 13TH DAY OF MARCH, 2003

A Richard H. Stanziale — Managet Travelers Bond —— Commercial Surety rrravelers One Tower Square, 3 PB Hartford, CT 06183 Phone: 860—277—1954 Fax: 860—277—3940 Email: rstanzia@travelers.com December 19, 2003 Ms. Fern Jarmulnek, Deputy Chief Ms. Jennifer Gilsenan, Chief, Policy Branch and Mr. Steven Spaeth, Senior Counsel, Policy Branch + Satellite Division International Bureau Federal Communications Commussion 445 Twelfth Street, S.W., 6" Floor Room 6A767 Washington, D.C. 20554 Re: Rainbow DBS Company LLC —— FCC Ka—Band Satellite License Payment Bonds (original bonds attached) Dear Ms. Jarmulnek, Ms. Gilsenan and Mr. Spaeth: Thank you for taking the time to talk with me and my colleague, Tara Quigley, on December 17, 2003, regarding the above matter. As I mentioned, we serve as the surety company for Rainbow DBS Company LLC. As quick confirmation, the above referenced bond (s) that we are issuing for Rainbow DBS Company LLC are strictly payment obligations where the sole remedy under such bonds is for the surety to tender payment of part or all of the bond penalty. Under no circumstances will Travelers, as surety, be required to perform either any of the milestones articulated in the bond or any of the performance obligations required pursuant to the Rainbow DBS authorizations. As all parties in the conference call agreed, the bond form makes this very clear. Once again, thank you for your help in this matter. Sincerely, > — Rich Stanziale Co: Mark Farina — Travelers Bond Tara Quigley — Travelers Bond Rob McDonough — Aon


Document Created: 2003-12-23 12:33:32
Document Modified: 2003-12-23 12:33:32
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