Attachment contract

contract

OTHER submitted by Star One

contract

2005-10-14

This document pretains to SAT-PPL-20050708-00144 for Permitted List on a Satellite Space Stations filing.

IBFS_SATPPL2005070800144_461741

STEPTOE &JOHNSON« arrormeys at taw Phip L Maler 1330 Comnecteut Avenve: NW amamene WashingonDC 200361795 indbiqist i FHgtes Hatresmams ved tax2024003002 oc? Fefeeton RECE October 14, 2004 IvED OCT 1 4 2005 Ma rl H. Dortch Secr ene Feden Commnteatons Conmison etary Offce t Serey Federal Communications Commission 455 12th Street, S.W. Washington, D.C. 20554 Res Star One S.A., File No. SAT—PPL—20050708—00144, Call Sign $2678 Dear Ms. Dortch: Star One S.A. (*Star One"), in accordance with Section 25.164(c) of the Rules," hereby submits a public redacted version of the contract (and related materials) between Star One and Alcatel Space for the construction ofthe Star One C2 satellite — a Brazilian—licensed, hybrid C— and Ku—band satellite —— to be located at the 70° W.L.orbit location. The information is being submitted to demonstrate compliance with the contract execution milestone contained in the declaratory ruling adding the Star One C2 satellite tothe Permitted Space Station List" In a separate submission, Star One is requesting confidential treatment for the portions of the contract and related materials that were redacted from this public version." The redactions are indicated by brackets in the public version. ‘arc §25.164(0). ? See Stamp Grant, SAT—PPL—2005070—00144, at condition (f) (granted Sept.9, 2005; corrected Sept. 13, 2005) (establishing a contract execution milestone of September 9, 2006). * See attached Letter from Philip L. Malet, Counsel to Star One, to Marlene H. Dortch, Secretary, FCC, (Oct. 14, 2005). wasiinoton +. New york +. rwornix + tos aNotits + tonbon +. skussiis

STEPTOE &JOHNSONw Marlene H. Dortch October 14, 2005 Page2 Please do not hesitate to contact me if you have any questions conceming this submission. Respectfully submitted, Counselfor Star One $.4. Enclosures e: Andrea Kelly, Intemational Bureau Robert Nelson, Interational Bureau

wAMENDMENT N°4 To THE SATELLITE EQUIPMENT CONTRACT BETWEEN STARONE S.A. ALCATEL SPACE

flrh@ Amendment N° 4 to the Satellite Equipment Contract, dated as of January, // 2005 by and between StarOne S.A. (‘StarOne"), a sociedade anonima duly organized and existing under the laws of the Pederative Republic of Brazil, having its principal offices at Praia de Botafogo, 228 — 30 andar CEP 22359—900, Rio de Janeiro, RJ, Brazil, and Aleatel Space ("Alcatel"), a sociéié. anonymg,duly organized and existing under the laws of France and having its principal place ofbusiness3t 12, rue de l Baume, 75008 Paris, France (StarOne and Alcatel, each a "Party" and collectively the "Parties®) (the "Fourth Amendment"). WHEREAS, StarOne has signed a contract with Aleatel on May 21, 2003 (the "Contzact®) for the purchase of a Satellte (the "StarOne C1 Satellte") and Associated Equipment and corresponding services. The Contract has been amended thereafter through Amendments 1, 2 and 3 ; and WHEREAS, StarOne has signed a contract with Alcatel on May 23, 2003 (the "Ground Equipment Contrct‘) for the purchase of Ground Equipment related to the Star One C1 Satellite ; and WHEREAS, StarOne has elected, pursuant to Article 2.3 of the Contract, to exercise the Option 19.1, as set forth in Appendix C, for the purchase and in—orbit delivery of an additional Satellite (‘Star One C2 satellite") Capitalized terms used but not otherwise defined herein shall have the meanings set forth to them in the Contrict NOW, THEREFORE, subject to the terms and conditions herein, Alcatel undertakes to deliver in orbit to StarOne the StarOne CZ Satellite in accordance with and pursuant to the Contract as amended by this Fourth Amendment, and, in consideration of the foregoing, the Parties hereby agree as follows :

Whl@ 1—The following articles are modified by this Fourth Amendment : ARTICLE 1 Definitions m{l' Interpretation a The following defiaitions shall be added to Article 1.1 of the Contract : "StarOne C1 Satellite" means the satellite purchased in accordance with the Contract, as amended by ts Firt, Second and Third amendments®. "StarOne C2 Satellite" means the follow on satelite, as set forth in Option 19.1 of Appendiz C, purchased by StarOne under the Fourth Amendment to the Contract". "EDC of the Fourth Amendment® means the date which is defined according to the criteria set forth in ArticlII of the Fourth Amendment to this Contract." ARTICLE 2 Scope of the Contract The following Article 2.2.1 shall be added to Article 2.2 of the Contract: en ‘The scope of this Contract in relation to StarOne C2 Satelite does not include [ which shall be negotiated and acquired by Star One from Alcatel prior to EDC of the Fourth Amendment in the frame of a dedicated amendment to the Ground Equipment Contrect." The following Article 2.3.1 shall be added to Article 2.3 of the Contract: 31 Star One shall have the right to exercise the Options in relation to the Star One C2 Satellite as described in Appendix C, through amendments pursuant to Article 24.9." ) 7

ARTICLE3 Description of the Activites Thefollowing Article 3.1.1 shall be added to Article 3.1 of the Contract: w ~ "3.1.4 Appendices A, B, C, E, F and the Technical Specifications shall be applicable to the Activites related the StarOne C2 Satelite, except as otherwise modified, or specifically defined to be valid only for Star One C1 Satelite or Star One C2 Satellite, by the attachments of the Fourth Amendment to this Contract. A new Exhibit A2, named Exhibit A2 for StarOne C2 Satellite Baseline without L—Band_301104, applicable only for StarOne C2 Satelite, has been issued and is attached to the Fourth Amendment to the Contract." ARTICLE 4 Prices and Taxes The following Article 4.1.1 shall be added to Article 4.1 of the Contract: "4.1.1.—— In consideration for the Activities in relation to Star One C2 Satellte, StarOne shall pay to Alcatel [ ARTICLE 6 Master Program Schedule and Delivery Schedule ‘The following Article 6.2.1 shall be added to Article 6.2 of the Contract: "62.1 For the purpose of the Contract, in relation to the StarOne C2 Satellite, the extiest Launch Date currently planned for the StarOne C2 Satellite is estimated to be LA & 4 a

Strtais ] Ary Emdifiufiun of this Launch Date shall be notified by Alcatel in writing to Star One and agreed by the Parties, which shall for all other purposes of the Contract, continue to be responsible to meet the mutually agreed revised Master Program Schedule, subject to the provisions of Articles 167. 4p 16.10. [ ‘The following Article 6.3.1 shall be added to Article 6.3 of the Contract: «s3 [ 1 ARTICLE 7 Payment Method Milestone Payment The following Article 7.5.1 shall be added to Article 7.5 of the Contract: ©7.5.1.— Aleatel shall be entiled to invoice a Milestone Payment related to Star oues Satelite when it s completed, in sccordance with the payment plan shown in Appendix E attached to the Fourth Amendment to this Contract." Orbha'l Performance Incentives The following Article 7.10.1 shall be added to Article 7.10 of the Contract: emoa [ 1 The following Article 7.12.1.1 shall be added to Article 7.12.1 of the Contract: 75 f

surmes zns U 1 The following Article 7.12.2.1 shall be added to Article 7.12.2 of the Contract: ©7.12.2.1 Orbital Performance Incentives camed upon In—Orbit Acceptance Review for the StarOne C2 Satellite. After In—Orbit Acceptance Review of the StarOne C2 Satellte, the following shall apply: o I 1 C 1 [ 1 [ 1 The following Article 7.12.3.1 shall be added to Article 7.12.3 of the Contract: =r2sa [

The following Article 7.13.1 stall be.added to Article 7.13 of the Contract: "asa [

surmis ARTICLE 8: Alcatel‘s linbility for Late Delivery ‘The following Article 8.6.1 shall be added to Article $.6 of the Contract: "16.1 [ ARTICLE 9 Stop Work and Termination for Default The following Article 9.1.9 shall be added to Article 9 of the Contract: s19 [ s191 [


Fal ® [ 0 I 10

.flrhq> The following Article 9.5 shall be added to Article 9: s [ asa [ ose [ ssz [

hbt@ ARTICLE 22 — Obligations Of StarOne The following Article 22.1.1 shall be added to Article 22.1 of the Contract: x % in [ ARTICLE 24 — Miscellancous The following Articles 2433 and 24.3.4 shall be added to section "Guaranty" of the Contract: s3 [ ® [ ® [ L;‘, / 12

c [ 6 [ 2434 PS 13

) 2 id uo ab us surmis" e hn es on w unc en ud 5) en ud ol ho ud If — Effective Date of the Fourth Amendment 1 The Effective Date ofghis Fourth Amendment ("EDC of Fourth Amendment") shall be the date when the following conditions have been fulfilled : ) signature ofthis Fourth Amendment by both Parties ; and ® [ IIT — Misccllancous 1 All terms and conditions of the Contract which are not expressly modified by this Amendment remain in fullforce and effect for the purpose ofthe Contract, as amended. 2 References to "Satelite" in the Contract could be references to cither the StarOne C1 Satellite or the C2 Satelite, or both, depending on the context in which the term is inserted. 3. ‘StarOne, no later than thirty (30) Working days from the signature of this Fourth ‘Amendment, shall have the option, at its sole discretion, to reject the insertion in the Contract of Article 9.1.9, and its sub—articles, made through this Fourth Amendment. If such is the choic ofStarOne, then Article $.6 (and not Article 8.6.1, as added herein) shall ‘be considered automatically replaced (es if were added to Contract on the date of signature ofthis Fourth Amendment)by the following: |_/v‘ 4 14

Should StarOne not exercise its aforementioned right on or before thity (30) Working days from the date of signature of this Fourth Amendment, then Article 9.1.9 and its sub—articles shall be deemed to have been definitely added to the Contract and not Article $.6 as written above. 4 Within thity (30) days affer the signature of the Fourth Amendment, Alcatel shall make its reasonable efforts to improve the conditions of the Launch Contract. In case of" improvement of such conditions, this Fourth Amendment shall be modified to reflect such improved conditions. Otherwise, this Fourth Amendment shall remain unchanged." 1 / 1}‘, 15

us fat tot 10 N000 N S NB N J 5B ob ud xd B 3 uh hh@ In witness whereof, the Parties hereto have signed two (2).copies of equal content and — form, so that they may produce their due and legal results v & Date li,"’:muym 1 C 9m M M w N w e n S e w e ue 16

APPENDIX E Satellite of Amendment 4 REDACTED

EXHIBIT A1: SYSTEM REQUIREMENTS REDACTED

EXHIBIT A2: COMMUNICATION PAYLOAD REQUIREMENT REDACTED

EXHIBIT A3: SATELLITE REQUIREMENTS REDACTED

q:). Amendment 3 to C.0OE—011/03 StarOne — AMENDMENT N*3 To ThE SATELLITE EQUIPMENT CONTRACT & BETWEEN STAR ONE 8A. ALCATEL

mmn@ Amendment 3 to C.DOE—011/03 Amendment N° 3 to the Satefte Equipment Contract dated as of January 3" 2008, between Star One S.A. (‘Star One‘), a sociedade andnima duly organized and existing under the laws ofthe Federative Republic ofBrazi, having its principal ofes at Praia de Botafogo, 228 — 30 andar CEP 22359—900, Rio de Janeiro, RJ, Brazil, and Alcatel Space, a soclété anonyme duly organized and existing under the laws of France and having ts principal place of business at Rue de la Baume 12, 75008 Paris, France (Ster One and Alcatel each a "Pary" and collectively,the "Parties®) WHEREAS, Star One has signed a contract with Aleatel on May 21st, 2003 (*the Contract") _ for the purchase ofthe Satelite such Contract came into force on September 30®, 2003 WHEREAS, the Parties have signed Amendments 1 and 2, on November 19° 2003 and March 31° 2004, respectively % WHEREAS, the Parties now desire o amend certain specifications of Exhibit A2 to reflect the modifications agreed between the Partls on September 6°, 2004 with respect to the ‘definitions used for Uplink / DownLink Antenna Isolation and the solation specifications for the C—band and Ku—band coverage zones, as well asa correction of the X—Band polygon —_ NOW, THEREFORE, the Partes hereby agree as follows: The Exhibit A2 shall be updated in accordance with the. modifications that are annexed in this Amendment 3 All other terms and conditions of the Satelite Equipment Contract, as modiied by the previous Amendments 1 and 2, not affected by this Amendment 3 shall remain applicable in full forceand effect In witness whereof, the Parties hereto have signed three (3) copies ofequal content and form; m so thatthey may produce their due and legal results. ) Date: January 3°,2005 es By Star One: ga ont fl,—_ aurloica gee Carfos Henrique Moreira arl Attorney—in fact A President EMBRATEL Procurement Exécutive Difector — EMBRATEL By Aucatet: x P Pascale Sourisse Chairman and CEO (‘?Im @

STEPTOE &JOHNSON« artormeys at caw PhilL Matet 1310 Connectiut Avenve. NW 2ormeme Washingron. DC 200%6795 pmatet®steptoccom Teror293000 racaora293002 steproccom October 14, 2005 Marlene H. Dortch Secretary Federal Communications Commission The Portals, Room TW—A325 455 12th Street, S.W. Washington, D.C. 20554 REQUEST FOR C IDENTIAL TREATME Re: StarOneS.A. Petition for Declaratory Ruling —— Contract Execution Milestone File No. SAT—PPL—20050708—00144, Call Sign 52678 Dear Ms Dortch: Pursuant to Sections 0.457 and 0.450 of the Commission Rules governing the submission ofconfidential materials, 47 C.F.R. §§ 0.457, 0.459, Star One S.A. ("Star One"), respectfully requests that portions ofthe attached "Amendment No. 4 to the Satellte Equipment Contract between Star One S.A. and Alcatel Space" ("C2 Contract") be treated as confidential and not routinely available to the public." A redacted version ofthe C2 Contractis being submitted separately for placement in the public file. ‘ The C2 Contractisthe result of Star One‘s exercise of an option in its contract for the construction ofthe Star One CI satelite (°C1 Contract"). Confidential and redacted versions of the C1 Contract were submitted to the Commission in July 2005. See Star One S.4., Peritionfor Declaratory Ruling, SAT—PPL—20050706—00143 (filed July 6, 2005); Letter from Alfred Mamlet, Counsel to Star One to Marlene H. Dortch, Secretary, FCC, File No. SAT—PPL—20050706—00143 (July 6, 2005). To the extent necessary, the C2 Contract should be read together with the C1 Contract. A copy of "Amendment No. 3 to the Satellite Equipment Contract between Star One S.A. and Alcatel® is also attached. wasiineron +/ New vork +/ réornix + tos anorits + tonbon + srusstls

STEPTOE &JOHNSON« Marlene H. Dortch October 14, 2005 Page2 The C2 Contract contains information relating to the construction of the Star One C2 satelite, licensed by Brazil, to be located at the 70° W.L. orbit location. Star One is submitting the C2 Contract in satisfaction ofthe contract execution milestone in condition (1 of the above—referenced declaratory ruling and in accordance with Sections 25.137 and 25.164(a) of the Rules.®. Star One respectfully requests that the Commission confirm expeditiously that the C2 Contract satisfies the contract execution milestone so that Star One can reduce the amount of" itsperformance bond for the satellite by 25%." ‘The redacted information in the C2 Contract qualifies as "commercial or financial information‘ that "would customarily be guarded from competitors"regardless ofwhether or not such materials are protected from disclosure by a privilege. See 47 C.F.R. § 0.457(d); see also Critical Mass Energy Project v. NRC, 975 F.2d 871, 879 (D.C. Cir. 1992)(‘(WJe conclude that financial or commercialinformation provided to the Government on a voluntary basis is ‘confidential" for the purpose of Exemption 4 if it is ofa kind that would customarily not be released to the public by the person from whom it was obtained."). in addition, the C2 Contract contains sensitive information thati disclosed could place Star One and Alcatel Space at a competitive disadvantage, including specific information regarding price terms, interest terms, insurance terms and obligations, allocation of liability, and termination provisions, and therefore warrant protection under Section 0.459 ofthe Rules. Both Star One and Alcatel Space would be placed at a significant disadvantage if these detailed terms of their contract were revealed to competing service providers, who stand to benefit competitively from any knowledge ofthe redacted commercial terms included in these materials. In support ofthis request, and pursuant to Section 0.459(b) ofthe Rules, Star One hereby states as follows: 1: As noted above, the information for which confidential treatment is sought is being submitted to satisty Star One‘s contract execution milestone under the above—referenced declaratory ruling and the Rules. See 47 C.FR. * Star One is separately fling an application to modify its authorization to reflect the updated technical parameters of the satellite set forth in the C2 Contract. See SAT—MOD— 200510_—____ (filed Oct. 14, 2008). * Star One filed a performance bond for the Star One C2 satellte with the Commission on October 6, 2005, with a face amount of $3 million. See Letter from Philip L. Malct, Counsel for Star One S.A. to Marlene H. Dortch, Secretary, FCC (Oct.6, 2005).

STEPTOE &JOHNSON« Marlene H. Dortch October 14, 2005 Page3 5§ 25.164 and 25.137. A public, redacted version ofthe C2 Contract is being submitted separately. This information contains extremely sensitive commercial and financial information that customarily would be kept from competitors. Specifically, the information consists of the price terms and commercially sensitive non—price terms agreed upon with Alcatel Space for the construction and purchase ofthe Star One C2 satellite for Star One. Star One would be severely prejudiced in ts ability to compete if specific information regarding Star One‘s price and critical non—price terms were released to competitors, Moreover, Star One and Alcatel Space would be prejudiced in any future negotiations regarding construction of satelltes if the pricing, technical and related information in the C2 Contract were available to other satellite construction companies or to prospective purchasers ofsatellites. Star One‘s competitors, as well as the competitors of Alcatel Space, stand to benefit competitively from any knowledge ofthe price and critical non— price terms contained in the contract between the two partics Disclosure of the information for which confidential treatment is sought could result i substantial harm to Star One and Alcatel Space by revealing to their competitors, the satelite construction industry and the public Star One‘s agreed—upon price and critical non—price terms. Such information could be used by the competitors of Star One to develop competing service offerings. See /n re Application ofMobile Communications Holdings, Inc. for Authority to Construct the ELLIPSO Elliptical Orbit Mobile Sarellte System, 10 FCC Red. 1547, 1548 (Int‘1 Bur. 1994) ("buyers receive a clear competitive advantage ifthey know the prices that other buyers have been charged as a result ofindividual negotiations."). Moreover, Star One would be prejudiced in any future negotiations regarding construction of satellites if such information were made available to other satelite manufacturers. Star One and Alcatel Space take significant measures to ensure that this information is not disclosed tothe public. The attached material for which non—disclosure is sought is not available to the public. Star One requests that the attached material be withheld from disclosure for an indefnite period. Disclosure ofthis information at any time could jeopardize the competitive position of Star One and Alcatel Space.

STEPTOE &JOHNSON« Marlene H. Dortch October 14, 2008 Page4 Finally, Star One notes that denying its request that this information be kept confidential would impair the Commission‘s ability to obtain this type ofvoluntarily disclosed information in the future. The ability ofa government ageney to continually obtain confidentialinformation was behind the legislative purpose in developing exemptions from the Freedom of Information Act. See Critical Mass Energy Project v. NRC, 975 F.2d 871, 878 (D.C. Cir. 1992) ("Where, however, the information is provided tothe Govenment voluntarily, the presumption is that{the Government‘s]interest will be threatened by disclosure as the persons whose confidences have been betrayed will in all likelihood, refuse further cooperation."). The U.S. Court ofAppeals for the D.C. Circuit has recognized a "private interest in preserving the confidentiality of information that is provided the Government on a voluntary basis." 1d. at 879. The Commission should extend a similar recognition to the enclosed materials. Star One requests that the Commission not release the unredacted C2 Contract if its request for confidentialityis denied in whole or in part withoutfrst consulting with Star One. Respectfully submitted, Philip L. Malet Chung Hsiang Mah Steptoe & Johnson LLP 1330 Connecticut Ave,, N.W. Washington, D.C. 20036 (202) 420—3000 Counselfor Star One $A. Enclosures s Andrea Kelly, nternational Bureau Robert Nelson, International Bureau


Document Created: 2005-10-20 15:46:28
Document Modified: 2005-10-20 15:46:28
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