Attachment Bond

Bond

LETTER submitted by Rainbow DBS Company LLC

Bond and Letter

2003-12-09

This document pretains to SAT-LOA-20030827-00248 for Application to Launch and Operate on a Satellite Space Stations filing.

IBFS_SATLOA2003082700248_350082

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 701 Pennsylvania Avenue, N.W. 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 RECEIVEp December 19, 2003 DEC 1 9 ?2093 VIa HAaAnND DELIv¥ERY AND E—MAIL i6 Marlene H. Dortch mfi?&%‘f‘r’f«?@'ggiemmm’ Office of the Secretary Federal Communications Commussion The Portals 445 12th Street, SW Room TW—A325 Washington, D.C. 20554 Re: Bond Filing, Rainbow Ka 2 Satellite, Rainbow SAT—LOA—20030827—00248, Call Sign $2554 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 2 satellite (SAT—LOA—20030827—00248, Call Sign $2554). Once launched, the satellite will operate at 129° 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, %,«6/[,/?3/\__ Benjamin J. Griffin Christopher R. Bjornson Counselfor Rainbow DBS Company LLC Boston Washington Reston New York New Haven Los Angeles London

MinTz, LEVIN, Coun, FERRIS, GLovsky anp PorFo, P.C. Marlene H. Dortch December 19, 2003 Page 2 co: Mr. Donald Abelson Ms. Jennifer Gilsenan Ms. Fern Jarmulnek Ms. Jacqueline Ponti Ms. Mary Jane Solomon Mr. Steven Spaeth Mr. Thomas Tycz WDC 343027v1

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 Surcety), are held and firmly bound unto the United States Treasury (hereinafter called the Obligec), 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—00248 Call Sign S 2554 has been granted by the Federal Communications Commission ("FCC") and the Principal is authorized to launch and operate its Rainbow Ka 2 satellite at 129 degrees West Longitude in accordance with the terms and conditions set forth in its authorization which authorization is hereby referred to and made a part of hereof. WHEREAS, the Principal must file a payment bond with the FCC pursuant 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 2 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 oop Complete the Critical Design Review within two years (11/21/2005) Commence construction within three years (1 1/21/2006) 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 tremedy 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 2003, andshall cease at such time as the FCC confirms that the Principal has satisfied all of the milestones set forth in paragraph 1. Signed and sealed this 19°" day December, 2003. Principal: Rainbpw\DBS Company LLC By: s AubEEL W%SEUSARD Cmg(m (Witness) Surety: Travelers Casualty & Surety Company of America By: :ZW W /é/&dfi/ /m\\ i’ ’ Yvonne Oimeda, Attorney—In—Fact (Witress) WDC 343002v1

. //—\ w Travelers IMPORTANT DISCLOSURE NOTICE 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 py.certainacts of.international—terrorism.—We are.providing youwith . this noticet6 inform—you of—the keyfeatures of—the 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 from 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 &f Hartford, State of Connecticut, (hereinafterthe "Companies") hath made, constfituted and appointed, and do by these . presents make, constitute and appoint: Robert McDonough, Gleun Pelletiere, Betty Calderon, Debra Deming, Vivian Cart!, Halina Karmierczak, Camillie Mattiand, Anthony Cortese, Yvoune Olmeda, Norbert Kruger, Patricla Ng, Francis Santillan, Cylthlu Somersall, Sandra Diaz, Elizabeth Marrero, Thomas Rhatigan, of New York, New York, their true and lawfol Attorney(s)—in—Fact, with full power and authority hereby tonferred 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, other writings obligatory in the nature of a bond, recognizance, or conditional undertaking and anyand all consents incldent thereto ~~andtobirrdthe Comipanies,therebyas fullyandtothe same ‘extent as ifthesamewere signed bytheduly authorized officers of the Oompanies and all the acts of said Attorney(s)—in—Fact, pursuant to the authority herein given, are hereby ratified and confirmed. appohmnent{s_made underandbyaufimdty ofthe following.Standing Regolutionsof said Oompanies. whwhkeao}uflonsm . now Th full forceand éffect: _‘ : | VO'IBD ‘Ihat(heauhmn,thererdmt,myVm@anm,mymeVichdafl,mySmiaVieermdmLmyVioa © @31Agentatowtfonndonbehalfofflmoompanymdmnyngenwhuppointeenwhnfiodtyuhmorh«eefiifiemot‘uuhmi(?"ni'iy”pxfiaibe — to sign with the Company‘s name and seal with the Company‘s seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional underttaking, undmyofsaidoflicasordeoatdothWutanyhmemaymoveanymh appointes and revoke the power given him or her. YOTED: 'IhatflwChmnmn,flumsidwt.anyViocChmmm,anyBxemhchioerddfitt.mySmxorVicePwmdmtoranyVicePwddmt Mwm«mpMof&mm;M&m«mmofim«mpkmoffikCompmy pmvidodflutewhamhdelegafimls lnwdfinganduoopymeteofufiledintheofiiceofflmsmy . . VOTED: ’lhatunybond,meognizunoo,oontrwtofindannny mmflngobhgammflleuuneofcbmd,recognimoe or conditional . MaukingduflbevdndmdbhdmgnponmcCompmywhm(a)agnedbymeMdeu:,unyVioeClmlnnm,myExew&veVioermdmt,any Sonior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treamirer, 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) daly executed (under seal, if required) by one or more Attorneys—in—Fact and Ageats pmmmtto(hcpowerpmscfibedinhisother certificate or their certificates of authority or .bymnmmeCompmyofimpmnthnvaifimdelegnfimofmflmfity This Power of Attorney and Certificate of Authority is signed and sealed by faulmfle (meehmicalorprinted) under aud by authority of thefollowing Standing Resolation voted by the Boards of Directors of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, which Resolution is now in full force and effect:. . VOTED: That the signature of cach of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Seorctary, any Assistant Sectetary, and the seal of the Company may be affixed by facaimile to any power ofsitommey or to any cectificate relatifig thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys—in—Factfor mmmlyofaemflngammwmbmdsmdmflauunymdod:umiflngsobflgatmyhflumfimfl:mfluflmymchpowuoflmey or certificate bearing such facsimile signature or faceimile seal shall be valid and binding upon theCompany and any such power so executed and cuflfiedbyndlficthnfledgmturemdfiedmfloudmllbcnfidmdbindingnponficcompmyinflwfiumewifiuespeottomybond« — nnduhfingtowhichithattwhod. (11—00 Standard)

TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA HARTFORD, CONNECTICUT 06183 FINANCIAL STATEMENT AS OF DECEMBER 31 , 2002 AS FILED IN THE STATE OF NEW YORK CAPITAL STOCK $ 6,000,000 ASSETS UABILITiES . CASH & INVESTED CASH $ 276,843,790 UNEARNEO PREMIUNS 406,.2% BONODS 1,677,445,816 LOSSES 389. STOCK 24.767.1760 LOSS AOJUSTMENT ExPENSES 6186 OTHERINVESTEO AassEts — ACCRUEOD EXPENSES AND OTHER INVESTMENT INCOME OUE LABILMES 324.69 ANO ACCRuED . 17,774,761 PROVISION FOR REINSURANCE 27.48 PREMIUM BALANCES 103,006,338 |— PAYABLE FoR sECuRITIEs 260.45 REINSURANCE RECOVERABLE 50,822,002 FEDERAL INC. TAX RECOVERASLE 26,247.667 TOTAL LiABILITiESs T.15002 RECENNABLE FoR sEcurIiEs 6,059,188 OTHER AssETsS 11,116,982 CAPITAL STOCK $ 6,000,000 PAID IN SURPLUS 303,.297,402 OTHER SURPLUS 397,665,034 SURPLUS TO POLICYHOLOERS 706,.95 ToTa 5_ 71i% TOTAL 5 Lige STATE OF CONNECTICUT ) COUuNTY OF HARTFORO jss. CITY OF HARTFrORD ) LAWRENCE A. SIUTA, BEING DULY SWORN, SAYS THAT HE IS VICE PRESIOENT, BOND, OF TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, ANO THAT TO THE BEST OF HIS KNOWLEOGE AND BEUEF, THE FOREGOING IS A TRUE P_A t AND CORRECT STATEMENT OF THE FINANCIAL CONDITION OF SAID COMPANY AS OF THE 31ST DAY OF DECEMBER, 2002. VICE PRESIOENT, BOND SUBSCRIBED AND SWORN TO BEFORE ME THIS OT. 8 C 13TH DAY OF MARCH, 2003

Richard H. Stanziale — Manager Travelers Bond —— Commercial Surety Travelers 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 Jarmuinek, 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, | a Rich Stanziale Ce: Mark Farina — Travelers Bond Tara Quigley — Travelers Bond Rob McDonough — Aon


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