Attachment request

request

SUBMISSION FOR THE RECORD submitted by Loral Orion

request

2006-04-28

This document pretains to SAT-MOD-20060306-00024 for Modification on a Satellite Space Stations filing.

IBFS_SATMOD2006030600024_503089

WILLKIE FARR & GALLAGHERn» 175 K Sn e Wabingos. Do mtass rac 20 s tss racam sus 200 April 28, 2006 sier t R * Hand Delivery Loral SiynetrinCorporaton Tetsrar Via Ms. Andrea Kelly International. Bureau Federal Communications Conmission 445 12" Street S.W. Washington, DC 20554 Re: Loral Orion, Inc. First Milestone Manufacturing Contract Call Sign §2357 (Telstar 11M) pear Ms. Kelly Please find attached, pursuant to your request, a confidential full version copy of the above—referenced contract. It should be noted that this will be the third copy that Loral has submitted to the Commission. If there is a need for further information, I may be reached at (202)303—1167. Sincerely, ? Asmez D. Rardwick Legal Assistant ce: Karen Henein (w/o attachment) Attachnent Nes Your W¥asiincron Paris Lowpon Mc Rowut Proscruer Brosns

‘ConBidentat— Subject o Requex for Confidental Treximent— Notfor Pubic ospectin B0 NOT COPY WILLKIE FARR & GALLAGHERu» WF&G 1ers K Seen hw stamipin "#3% .s io sawe REQUEST FOR CONFIDENTIAL TREATMENT September 28, 2005 via nanp purvery RECEIVED Ms. Marlene H. Dortch SEP 2 8 2005 Secretary Federal Communications Commission s 445 12® Sreet, SW TW—A325 seomfiaay* Washington, DC 20554 Re:— Loral Orion, Inc.(Debtor in Possession) Fizst Milestone Manufacturing Contract Submission Call Sign: $2357 (Telstar 1IN) Dear Ms. Dortch: Pursuant tothe Commission‘s rules, Loral Orion, Inc. (Debtor in Possession) ("Loral Orion") hereby submits a binding, non—contingent satellte manufacturing contract and accompanying exhibits executed between Loral Orion and Space Systems‘Loral, Inc. (Debtor in Possession) ("SS/L") for Telstar 1IN, to be located at 37.55° W.L." Loral Orion submits two versions ofthe satelite manufacturing contract: a redacted version for publi inspection and an unredacted version thatis confidentia, subject tothis request for confidentia treatment. Consistent with Commission policy, Loral Orion requests confidential treatment of the unredacted copy ofthe satelite manufacturing contract. The unredacted satellite manufacturing contract contains highly sensitive commercial and financial information, including details regarding amounts due, payment terms and schedules, financial and performance incentives, technical specifications, and unique commercial terms and conditions. The disclosure of this information likely would cause ‘ Telstar 1 1N was previously referred to as Telstar L1R. While the TL satelite was originally Ieunched into 37.5° WLpursuant to a March 2005 coordination agreement with SES Americom, Inc., the satelite is operated at 37.55° W.L.. A modification to the license to reflec this relocation was granted on May 6, 2005. Policy Branch Information Actions Taken, International Bureau, 20 FCC Red 8839 (2005). A modification to the Telstar 1 TN authorization will be sought to permit continued operation at this revised orbital location. New Yors: Wanuneron. Pans: Loweow. MRout. Proourr Bivos

‘Confdental— Subjectto Reques t .onfidetal Trextment— Not o Publc nspecion uo NOT COPY Request for Confidential Treatment Page2 substantial financial and competitive harm to Loral Orion and S&/L, and is therefore exempted from mandatory disclosure under Exemption 4 ofthe Freedom ofInformation Act ("FOIA®)° and section 0.457(d) of the Commission‘s rules.® The unredacted satellte manufacturing contract should be withheld from public inspection and should not be placed in the public file. In support of its request for confidentil treatment and pursuant to the requirements of section 0.459(b) ofthe Commission‘s rules,‘ Loral Orion states the following: 1. Loral Orion seeks confidential reatment ofthe unredacted copy of ts satelite manufacturing contract,including related exhibits, with SS/L. The unredacted contract and its exhibits contain trade secrets, unique and negotiated commercial erms and conditions, technical specifications, payment terms and schedules, and financial and performance incentives. Thisinformation has been redacted from the version oftcontract that is available for public inspection.. In addition to portions of e contract, exhibits A through E have been omitted from the public inspection copy. 2.. The satelite contract is submitted pursuant to section 25.164(e) ofthe Commission‘s rules, which requires a satelite licensee to submit a copy of ts manufacturingcontract with the Commission on or before the deadline for entering into such a contract." 3.. The stellite manufacturing contract contains trade secrets, unique and negotiated commercial terms and conditions, tchnical specifications, payment terms and schedules, financial and performance incentives, and other commercial financial and technical information that is customarily guarded from competitors." This information is exempt from disclosure under FOIA Exemption 4" and section 0.457(d) ofthe Commission‘s rules.® The satellte manufacturing contract details unique financial and commercial terms and conditions that have been negotiated extensively by the parties. It also detailsthe negotiated satellite construction schedule,including exhibits A through E, which provide technical specifications for construction, testing, and deployment ofa sophisticated, unique GSO FSS satelite. Thus, this information in the satelite manufacturing contrct qualifiesas a trade secret, which is defined as "a seeret, commercially valuable plan, formula, process,o device that is used for the making, preparing, compounding, or processing oftrade commodities and that can be said to be * 5 USC § 552b)(4). See Public Citien Health Research Group v. FD4, 704 F.2d 1280, 1290—91 (p.c.cin 1983), a7 crR § 04570 *47 CFR §04590). 47 CR § 25.164(c). In addition, the Commission required submission ofthe satellte manufacturing contract when it granted a November 29, 2001 modification request on September 28, 2004. Policy Branch Information Actions Taken, International Bureau, 20 FCC Red 960 (2004). tar CrR $045700). * s UsC § 5520)0). *a7 CrR$04570. insssea

Conidentat— Sabjct o Requesfo befdentalTrextment— Notfor Public Inpecton bu NOT COPY Request for Confidential Treatment Page3 the end product of either innovation or substantial effort."" Neither Loral Orion nor SSA customarily discloses any of tinformation redacted or omited from the satellite manufacturing contract to competitors o to the public. Therefore, all ofthe aforementioned information is exempt from disclosure. 4.. Loral Orion faces competiton from a substantial number of companies involved in or developing Ku—band satellite systems, along with other companies currently providing comparable services using other satellte frequencies. These competitors include, but are not Himited to, PanAmSat Corp, Intelsat, SES Americom,Inc. and New Skies Satelltes. 5. Disclosure of the aforementioned trade secrets, unique and negotiated commercial terms and conditions, technical specifications, payment terms and schedules, inancial and performance incentives, and other commercial, financial and technical information that would customarily be guarded from competitorslikely would resultin substantial competitive harm to both Loral Orion and SSL. Release ofthis information would provide Loral Orion‘s competitors with commercial information developed by Loral Orion and SS/L. The contract and is exhibits contain detailed descriptions oft satelite‘s performance requirements and provide a roadmap ofLoral Orion and SS/L‘s satellite construction. Release ofthat information would provide competitors with valuable proprietary information at no expense, allowing competitors to imitate or build on Loral Orion and S8/L‘s innovations without expending funds for teir own research and development. Competitors could use the information disclosed to develop a competitive marketing strategy likely o cause harm to Loral Orion and SSAL. Furthermore, disclosure of Financial information contained in the contract would provide competitors with valusble insight as t how Loral Orion and SS structure and price satelliteprograms. Disclosure likely would cause SS/L to be disadvantaged in competing for future contract procurements by allowing competitors and potential customers to better estimate and undercut SSML‘s bids. Indeed, release of redacted and omitted portions ofthe satelite manufacturing contract would provide competitors with a "model contract" to use when soliciting SSTL‘s elients. It could also be used to provide other satelite manufacturers with key contractual provisions that they can use in tailoring competitive strategies, adversely affecting Loral Orion and SSML‘s future negotiating postures. 6.. Article 28 ofthe satellite manufacturing contract contains specific provisions requiring both partiesto maintain the confidentiality ofproprietary information included in the contract and disclosed orally during discussions connected with the contract 7. Neither Loral Orion nor SS/L customarily discloses the information redacted or omitted from the satelite manufacturing contract to competitors or to the public. 8. Loral Orion requests that the unredacted copy ofthe satelite manufacturing contract and exhibits be considered confidential indefinitely or for ten years as consistent with Article 28 of the satelite manufacturing contract. Premature disclosure of the redacted and omitted ° See Public Citizen Health Research Group v. FDA, 704 F.24 1280, 1288 (D.C. Cir. 1983) (ciation omited). mnsssea

(Gontdeit~ ubjec to equst s._ofiental Trextment— Not or Publc Inspection — . NOT COPY Request for Confidential Treatment Page 4 information would unfairly advantage other satelite operators and damage Loral Orion‘s competitive position. 9.. Using the National Parks test, commercial, echnical, o financial data is kept confidentiaifts disclosure would either (1) impair the government‘s ability to obtain necessary information in the future, or (2) cause substantial harm to the competitive position of the person from whom the information was obtained."* The Commission has previously determined that the financial and technical data contained in a stellte manufact\n'ing contract are considered confidential under the second prong ofthe National Parks tes." Disclosure of this information would cause the satellite operator t "lose its competitiveedge"" Loral Orion‘s satellite manufacturing contract containsjus such proprietary and confidential financial and technical information. Disclosure would cause substantial competitve injury. To provide appropriate protection from public disclosure, the Commission should strietly limit distribution ofthe unredacted copy of Loral Orion‘s satelite contract within the agency. Should any person outside the Commission request disclosure ofthe unredacted copy, Loral Orion requests to be notified immediately in order to oppose such request otake other actions as deemed necessary." Please contact the undersigned with any questions regarding this submission. Kind regards, Phiip L. Verveer Jennifer D. McCarthy Karen Henein® Counsel to Loral Orion, Inc. (Debtor in Possession) Enclosures cc: Andrea Kelly w/ enclosures (confidentil version) * Admited onlyto the Maryland Bar. Prtiing underthsipervision ofmembers ofhe D.C. Br. ‘" Narional Parks and Conservation Association v. Morton, 498 F.2d 765, 770 (D.C. Cir. 1974). ‘" See American Satellte Company; Requestfor Inspection ofRainbow Satellte,Inc. Documents, Memorandum Opinion and Order, 1985 FCC LEXIS 3117 at 417 (1985). 14. ‘* Please note that although the final page is not numbered in sequence, the contractas submitted is complete as agreed to and executed by both parties. mss


Document Created: 2006-06-01 10:44:11
Document Modified: 2006-06-01 10:44:11
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