Attachment redacted

redacted

REQUEST submitted by EchoStar

redacted

2005-05-11

This document pretains to SAT-STA-20050203-00018 for Special Temporal Authority on a Satellite Space Stations filing.

IBFS_SATSTA2005020300018_434806

ST E P TO E &J o H N s oN LLP ATTORNEYS AT LAW Pantelis Michalopoulos 1330 Connecticut Avenue, NW 202,429,6494 Washington. DC 20036-1795 prnichalo@steptoe.com Tel 202.429.3000 Fax 202.429.3902 steptoe.com May 12,2005 RECEIVED MAY 1 2 2005 YiLHAND DELIVERY Federal Communications Commission Office of Secrelery Marlene H. Dortch Secretary Federal Communications Commission 445 12th Street, S.W. Wdshington, D.C. 20554 Re: EchoStar Satellite L.1. .C. Application for Special Temporary Authority T o Nlove EchoStar 5 to 1 2 9 O W.I.. and To Conduct Telemetry, Tracking and Command Cperatioas During the Relocation to this Orbital Location (File Number: SAT-STA-20r)Sr~~rr:;-QIiiE f 8) 5t:rir h.Is. Dortch, Yesterday, EchoStar Sateilite L.L.C. (“Echostar”) submitted its response to the International Bureau’s April 4. 2005 request for additional information regarding the above-captioiied application, together with a request that portions of “Attachment 1” to that response be treated as confidential and not for public inspection under 47 C.F.R. 55 0.457 and 0.459. See Lctter from Patitelis Michalopoulos, Counsel for EchoStar Satellite L.L.C. to Marlene H. Dortch, Secretary, FCC {May 11, 2005). Please find enclosed a redacted copy of ‘‘Attachment 1” for inclusion on the public record. If you have any questions regarding this matter, please contact the undersigned. Yours sincerely, Pantelis Michalopoulos Counselfor EchoStar Satellite L. L.C. Enclosure WASHINGTON NEW YORK PHOENIX LOS ANCELES LONDON BRUSSELS

REDACTED -- FOR PUBLIC INSPECTION SATELLITE RELOCATION AND USE AGREEMENT FOR THE 129O W.L. ORBITAL LOCATION THIS AGREEMENT between EchoStar Satellite L.L.C. (“EchoStar”), a limited liability company organized under the laws of Colorado, and Ciel Satellite Communications Inc. (“Ciel”), a corporation organized under the laws of Ontario, is made effective as of 1lth May 2005 (the “Effective Date”). Defined terms used in this Agreement have the meanings specified herein. This Agreement constitutes the “Satellite Relocation and Lease Agreement”, the “Interim Satellite Services Agreement” and, as regards the Satellite, the “TT&C Agreement” contemplated by the Satellite Agreement between the parties dated 14 May 2004. ARTICLE 1. SCOPE l.A. Relocation of EchoStar V Satellite. In order to preserve Canada’s ITU priority with respect to the modification (CAN-BSS4A, 4B) to the ITU Region 2 Plan for BSS filed on or about 7 June 1996 by - Industry Canada relating to the use by Ciel of BSS frequencies at the 129” W.L. orbital location (the “Orbital Location”) and thereby permit the use of the Orbital Location for service into Canada and the United States, Canada is required to have a satellite with certain technical parameters brought into use at the Orbital Location by 25 August 2005. Subject to and in accordance with the terms and conditions stated herein, EchoStar has agreed to relocate the satellite known as “Echostar V” (the “Satellite”) to the Orbital Location in order for Ciel to meet the above-referenced ITU requirements. l.B. Reelatow Matters. l.B(1) 129” W.L. Licence. Ciel agrees to use commercially reasonable efforts to preserve the AIP and to secure, as soon as reasonably practicable, all other Authorizations necessary for the Service Term from Industry Canada, all other Canadian Governmental Entities and the ITU to (a) relocate the Satellite to the Orbital Location, and (b) permit (i) TT&C hctions for the Satellite at the Orbital Location to be performed fiom an Echostar-licensed earth station in the United States, (ii) Echostar to uplink fiom the United States to, and downlink into the United States fiom, the Satellite and the Ciel-2 Satellite using all of the 129” W.L. Frequencies at the Orbital Location, (iii) Echostar to use the Satellite at the Orbital Location for the Intended Purpose, and (iv) (collectively, the “129” W.L. Licence”). (The parties acknowledge and agree that the references in the foregoing clauses (iii) and (iv) to the Intended Purpose respectively, are not intended and shall not be construed to foreclose EchoStar from use of the Satellite or the Ciel-2 Satellite for other authorized purposes.) In connection with the foregoing, Ciel agrees to file all documents and take all actions necessary to obtain the 129”W.L. Licence as soon as reasonably practicable. Ciel agrees to use commercially reasonable efforts to respond promptly to requests for further information from Industry Canada, other Canadian Governmental Entities and the ITU. Ciel agrees to consult regularly with EchoStar during the regulatory process for the 129” agrees to provide reasonable support to assist Ciel in the regulatory process for the 129” W.L. Licence. l.B(2) FCC Approvals. EchoStar agrees to use commercially reasonable efforts o-t secure, as soon as reasonably practicable, all Authorizations necessary for the Service Term from United States Governmental Entities (including without limitation the FCC and Department of State) to (a) -1-

REDACTED -- FOR PUBLIC INSPECTION transmissions in the United States from the Satellite at the orbital Location, and (iv) - relocate the Satellite to the Orbital Location, and (b) permit (i) lT&C functions for the Satellite at the Orbital Location to be performed from an Echostar-licensedearth station in the United States, (ii) Echostar to uplink from the United States to, and downlink into the United States from,the Satellite and the Ciel-2 Satellite using all of the 129" W.L. Frequencies at the Orbital Location, (iii) Echostar to use the Satellite at the Orbital Location for the Intended Purpose, including without limitation all necessary blanket authorizations of earth stations (ix., for up to one million earth stations) seeking to receive direct-to-home including without limitation all necessary blanket authorizations of earth stations (ie., for up to one million earth stations) seeking to receive direct-to-home transmissions in the United States from the Ciel-2 Satellite at the Orbital Location (collectively, the "FCC Approvals"). (The parties acknowledge and agree that the references in the foregoing clauses (iii) and (iv) to the Intended Purpose respectively, are not intended and shall not be construed to foreclose EchoStar from use of the Satellite or the Ciel-2 Satellite for other authorized purposes.) In connection with the foregoing, EchoStar agrees to file all documents and take all actions necessary to obtain the FCC Approvals as soon as reasonably practicable. EchoStar agrees to use commercially reasonable efforts to respond promptly to requests for further information from United States Governmental Entities. EchoStar agrees to consult regularly with Ciel the regulatory process for the FCC Approvals. l.B(3) Coordination. EchoStar agrees that its use of the Satellite at the Orbital Location shall

REDACTED -- FOR PUBLIC INSPECTION LB(4) Miscellaneous. l.B(4)(a) Each party's obligations under this Agreement are subject to such party receiving all Authorizations necessary for such party to undertake the obligations to which it has aereeA -3-

REDACTED -- FOR PUBLIC INSPECTION l.C. Satellite Relocation. 1,C(1) Once the specific FCC Approvals necessary to relocate the Satellite have been received, EchoStar shall commence relocating the Satellite to the Orbital Location as soon as reasonably practicable and use commercially reasonable efforts to a esting of the Satellite withinY ation as soon as reasonably practicable and (c) complete the operational plan developed pursuant to Section 5.B to bring into use, for ITU purposes, the 129" W.L. Frequencies. Maintenance of the Satellite at the Orbital Location for the duration of the Service Term is subject to Echostar's rights under Section 2.D. 1.D. Direction of Operations. Notwithstanding any other provision of this Agreement, the Satellite shall be under the direction or control of Ciel consistent with Section 3(3)(b) of the Radiocommunication Act at all times during which the Satellite is being operated at the Orbital Location pursuant to the 129" W.L. Licence. Subject to the immediately preceding sentence, EchoStar shall perform TT&C functions for the Satellite. EchoStar and Ciel agree that the use and operations of the Satellite shall at all times be subject to the authority of the Canadian government, and comply with applicable Canadian and United States laws and regulations, including without limitation the right of the Canadian government to assume and retain possession of any radio station pursuant to Section 7 of the Radiocommunication Act. In the -4-

REDACTED -- FOR PUBLIC INSPECTION l.E. Term. The term for the Service provided under this Agreement (the “Service Term”) shall commence on the In-Service Date for the Satellite at the Orbital Location (the “Commencement Date”). Unless earlier terminated by either party in accordance with the terms and conditions of this Agreement, l.F. Notices. All notices regarding technical or operational matters requiring immediate attention will be given by telephone to the telephone numbers set forth below and shall be followed by written notification. Any notice required or permitted to be given hereunder shall be in writing and shall be sent by facsimile transmission, or by first class certified mail, postage prepaid, or by overnight courier service, charges prepaid, to the party to be notified, addressed to such party at the address set forth below, or sent by facsimile to the fax number set forth below, or such other address or fax number as such party may have substituted by written notice to the other party. The sending of such notice with confirmation of receipt thereof (in the case of facsimile transmission) or receipt of such notice (in the case of delivery by mail or by overnight courier service) shall constitute the giving thereof. If to be given to EchoStar: - Echostar’s 24Hour Emergency Telephone # for TechnicaUOperational Issues: -5-

REDACTED -- FOR PUBLIC INSPECTION If to be given to Ciel: Ciel’s 24-Hour Emergency Telephone # for TechnicaYOperational Issues: ARTICLE 2. SPECIFIC TERMS 2.A. Ripht to Use. Subject to and in accordance with the terms and conditions stated herein, EchoStar shall have the exclusive right to use all of the capacity of the Satellite (the “Service”) at the Orbital Location for the Service Term of this Agreement. Subject to Ciel’s rights under the first sentence of Section 1.D, EchoStar shall be responsible for the provision, installation, operation and maintenance of all earth station facilities and equipment for transmitting signals to, and receiving signals from, the Satellite. 2.C. Conditions of Licence. EchoStar and Ciel have accepted the application of the conditions for the 1 2 9 O W.L. Licence issued by Industry Canada as part of the AIP (the “Conditions of Licence”) (such A I P appended to this Agreement as Attachment A). 2.D. -6-

REDACTED -- FOR PUBLIC INSPECTION 2.E Health Reports. Appended to this Agreement as Attachment B is a summary health report for the Satellite. As soon as reasonably practicable following the end of each calendar quarter during the Service Term,EchoStar will provide a summary health report to Ciel in a substantially similar form as Attachment B. Ciel is authorized by EchoStar to provide copies of such health reports to cognizant Governmental Entities to the extent required under applicable law. Both Attachment B and the summary health reports to be provided during the Service Term are subject to appropriate redactions in order to comply with ITAR and other applicable laws. Upon request of Ciel, EchoStar agrees to provide an unredacted version to a “U.S. person” (as such term is defmed in ITAR) designated by Ciel and acceptable to Echostar. ARTICLE 3. PAYMENT 3.A. Monthly Recumny Service Charpe. Beginning on the Commencement Date and for the -7-

REDACTED -- FOR PUBLIC INSPECTION ARTICLE 4. SERVICE RESPONSIBILITIES 4.A. Laws and Regulations Governinp the Service. Location and operation of the Satellite and Echostar's and Ciel's performance of all obligations pursuant to this Agreement are subject to all applicable laws and regulations of both Canada and the United States, including without limitation the ITAR, the Radiocommunication Act, the Tekcommunications Act (Canada), as amended, the Communications Act, and all applicable policies, decisions, orders, rules and regulations of Industry Canada, the Canadian Radio-television and Telecommunications Commission and the FCC;provided that it is understood that location and operation of the Satellite at the Orbital Location shall be subject to the licensing jurisdiction of Canada and that the United States shall not have responsibility for the Satellite during its location and operation at the Orbital Location. 4.B. Use Conditions. 4.B(1) EchoStar will use the Service in accordance with all applicable laws and regulations. ARTICLE 5. OPERATIONAL MATTERS 5.A. Service Access. EchoStar is responsible for providing, operating and maintaining the equipment necessary to access the Satellite and the Service. EchoStar at its expense shall provide Ciel with any descrambling or decoding devices that may be required for signal monitoring.

REDACTED -- FOR PUBLIC INSPECTION - ARTICLE 6. INDEMNIFICATION ARTICLE 7. REPRESENTATIONS, WARRANTIES AND COVENANTS; WARRANTY DISCLAIMER; LIMITATION OF LIABILITY 7.A. Ciel’s Representations, Warranties and Covenants. Ciel hereby represents, wanants and covenants to EchoStar as follows:

REDACTED -- FOR PUBLIC INSPECTION 7.A 4 7.B. Echostar's ReDresentations, Warranties and Covenants. Echostar hereby represents, warrants and covenants to Ciel as follows: - 7.B 4 -10- -

REDACTED -- FOR PUBLIC INSPECTION 7.C. Warrantv Disclaimer. - 7.D. Limitation of Liabilitv. - 7.E Survival. The provisions of this Article 7 shall survive expiration or termination of this - Agreement indefinitely. -1 1-

REDACTED -- FOR PUBLIC INSPECTION ARTICLE 8. CONFIDENTIALITY AND NONDISCLOSURE 8.A. Certain Information Repardine the Service. Except for disclosures required by a court or Governmental Entity or to assignees permitted under Section 10.1, each party hereby agrees not to disclose to third parties (without the prior written consent of the other party) the material terms and conditions of this Agreement (including but not limited to the prices, payment terms, schedules, protection arrangements, and restoration provisions thereof) and all information provided to Ciel related to the design and performance characteristics of the Satellite, and any subsystems or components thereof. 8.B. Proprietarv Information. 8.B(1) To the extent that either party discloses to the other any other information which it considers proprietary or is proprietary information of a third party, in written or tangible form, said party shall identify such information as proprietary when disclosing it to the other party by marking it clearly and conspicuously as proprietary information. Any proprietary disclosure to either party, if made orally, shall be identified as proprietary information at the time of disclosure, if the disclosing party wishes to keep such information proprietary under this Agreement. Any such information disclosed under this Agreement shall be used by the recipient thereof only in its performance under this Agreement. 8.B(2) Neither party shall be liable for the inadvertent or accidental disclosure of such information marked as proprietary, if such disclosure occurs despite the exercising of the same degree of care as the receiving party normally takes to preserve and safeguard its own proprietary information (but not less than reasonable care) or if such information (a) is or becomes lawfully available to the public from a source other than the receiving party before or during the period of this Agreement, (b) is released in writing by the disclosing party without restrictions, (c) is lawfully obtained by the receiving party fkom a third party or parties without obligation of confidentiality, (d) is lawhlly known by the receiving party prior to such disclosure, or (e) is at any time lawfklly developed by the receiving party completely independentlyof any such disclosure or disclosures fiom the disclosing party. 8.B(3) In addition, neither party shall be liable for the disclosure of any proprietary information which it receives under this Agreement pursuant to judicial action or decree, or pursuant to any requirement of any Government or any agency or department thereof, having jurisdiction over such party, provided that in the reasonable opinion of counsel for such party such disclosure is required, and provided further that such party to the extent reasonably practical shall have given the other party notice prior to such disclosure. 8.C. Survival. The provisions of this Article 8 are in addition to, and not in lieu of, any agreements of the parties regarding confidentiality executed by the parties on or before the date hereof and shall survive expiration or termination of this Agreement indefinitely. ARTICLE 9. TERMINATION 9.A. Termination. In addition to any rights of termination provided in other Articles of this

REDACTED -- FOR PUBLIC INSPECTION 9.E Relocation of Satellite upon ExDiration or Termination. Upon expiration or termination of this Agreement, EchoStar shall have discretion to relocate the Satellite to another BSS orbital location, subject to the prior approval of the Governmental Entity to which that orbital location is allotted by the ITU. ARTICLE 10. GENERAL PROVISIONS 10A. Force Majeure. If a Force Majeure Event under this Agreement has occurred and is continuing, then the performance obligations of the party directly affected by such Force Majeure Event under this Agreement shall be suspended for the duration of such Force Majeure Event and such party shall not be -13-

REDACTED -- FOR PUBLIC INSPECTION liable to the other by reason of any delay or failure in performance of this Agreement which arises out of such Force Majeure Event; provided that the party directly affected by such Force Majeure Event shall promptly take and continue to take all reasonable actions to abate such Force Majeure Event as soon as possible. If a payment is made late as a result of a Force Majeure Event (e.g.,unscheduled closure of the banking settlement system), then interest at 30-day LIBOR shall be paid fkom the due date until the date actually paid. If the Service on all transponders on the Satellite is unavailable as a result of a Force Majeure Event affecting the Satellite, then Echostar's obligation to pay the MRC shall be suspended during such period that the Service is unavailable and shall resume upon the Service becoming available. 10.B. No ImDlied Licence. The provision of services or the conveying of any information under this Agreement shall not convey any licence by implication, estoppel or otherwise, under any patents or other intellectual property rights of Ciel or Echostar, and their Affiliates, contractors and vendors. 10.C. No Third Partv Rights: No Fiduciarv RelationshiR. Nothing contained in this Agreement shall be deemed or construed by the parties or by any third party to create any rights, obligations or interests in third parties, or to create the relationship of principal and agent, partnership or joint venture or any other fiduciary relationship or association between the parties. 10.D. No Waiver: Remedies Cumulative. No waiver, alteration, or modification of any of the terms of this Agreement will be binding unless in writing and signed by both parties. All remedies and rights hereunder and those available in law or in equity shall be cumulative, and the exercise by a party of any such right or remedy shall not preclude the exercise of any other right or remedy available under this Agreement in law or in equity. 10.F. Governiw Law and Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to conflict of law principles. Any controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be determined by binding arbitration administered by the American Arbitration Association in accordance with its then-current International Arbitration Rules and Supplementary Procedures for Large, Complex Disputes, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The number of arbitrators shall be three (3). Within fifteen (15) days after the commencement of arbitration, each party shall select one (1) person to act as an arbitrator and the two (2) selected shall select a third arbitrator within ten (10) days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon a third arbitrator within twenty (20) days after the commencement of the arbitration, the third arbitrator shall be selected by the American Arbitration Association. The place of arbitration shall be New York City, New York USA. The language of the arbitration shall be English. The arbitrators shall have no authority to award punitive or other damages not measured by the prevailing party's actual damages. In furtherance and without limitation of the foregoing, the arbitrators shall not award consequential damages in any arbitration initiated under this Section 10.F. The arbitrators shall award to the prevailing party, in addition to any other money damages awarded, its reasonable costs, including reasonable attorneys' fees, in successfully bringing or defending against such arbitration. The award of the arbitrators shall be in writing, shall be signed by a majority of the arbitrators, and shall be accompanied by a reasoned opinion, including findings of fact, the reasons for the disposition of each -14-

REDACTED -- FOR PUBLIC INSPECTION claim, and a breakdown of any monetary award as to specific claims (if applicable). Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. Notwithstanding the foregoing, the request by either party for equitable relief, including without limitation preliminary or permanent injunctive relief, shall not be subject to arbitration under this Section 10.F, and may be adjudicated before any court of competent jurisdiction. The provisions of this Section 10,F shall survive expiration or termination of this Agreement indefinitely. 10.G. SDecific Performance. Each party recognizes that any material breach of the terms of this Agreement would give rise to irreparable harm to the other party for which money damages would not be an adequate remedy, and accordingly agrees that, any term of this Agreement to the contrary notwithstanding, in addition to all other remedies available to it, each party shall be entitled to enforce the terms of this Agreement by a decree of specific performance against the other party, in each case without the necessity of proving the inadequacy of money damages, provided that EchoStar shall not be entitled to receive such specific performance with respect to any action that would: (1) pose or allow to remain a threat to the health and stable operation of the Satellite; or (2) result in a violation by Ciel of any applicable law or regulation, or any coordination agreement or requirement. Such remedy shall not be deemed the exclusive remedy for breach of this Agreement, but shall be in addition to all other remedies that a party may have at law, in equity, under contract or otherwise. 10.H. HeadinPs: Severabilitv: EchoStar Purchase Orders. All titles and headings in this Agreement are for reference purposes only and will not affect the meaning or construction of the terms of this Agreement. If any part or parts of this Agreement are held to be invalid, the remaining parts of this Agreement will continue to be valid and enforceable. EchoStar agrees that any purchase order or other similar document that EchoStar may issue in connection with this Agreement will be for Echostar’s internal purposes only and, therefore, even if acknowledged by Ciel, will not in any way add to, subtract from, or in any way modify the terms and conditions of this Agreement. 10.1. Assignment and Other Third Partv Use. 10.1(1) EchoStar shall, without Ciel’s prior consent, have the right to assign or transfer (which, for clarification purposes, shall include the right to sublease) its rights or obligations in whole or in part under this Agreement (a) to any Affiliate or third party, or (b) in connection with an assignment or grant of a security interest in this Agreement as part of a financing transaction of Echostar, provided that (i) EchoStar remains obligated for performance of all obligations of “EchoStar” under this Agreement, (ii) such Affiliate or third party agrees to be bound by the terms of this Agreement, and (iii) EchoStar shall obtain Ciel’s prior written consent, which consent may be withheld in its sole discretion, to any proposed assignment or transfer under clause (a) of this Subsection 10.1(1) to (x) a competitor of Ciel that is not an Affiliate of Echostar, or (y) an entity that is not an Affiliate of EchoStar with whom Ciel, acting reasonably and in accordance with its business practices, would choose not to do business. Notwithstanding the foregoing, (A) EchoStar shall be permitted to assign this Agreement to an Affiliate of EchoStar that owns all or substantially all of the revenue-generating activities conducted by EchoStar as of the date hereof, in which case EchoStar shall no longer be obligated for performance of any obligations of “Echostar” under this Agreement, and (B) EchoStar may assign or transfer its rights or obligations in whole under this Agreement to an Affiliate or a third party whose financial condition, in Ciel’s reasonable opinion (to be obtained prior to such assignment or transfer), is equal to or better than Echostar’s financial condition at the time of transfer, in which case EchoStar shall not remain obligated for performance of any obligations of “EchoStai‘ under this Agreement. 10.1(2) Ciel shall, without Echostar’s prior consent, have the right to assign or transfer its rights or obligations in whole or in part under this Agreement to any Affiliate or third party, provided that (a) -15-

REDACTED -- FOR PUBLIC INSPECTION Ciel remains obligated for performance of all obligations of “Ciel” under this Agreement, (b) such Affiliate or third party agrees to be bound by the terms of this Agreement, and (c) Ciel shall obtain Echostar’s prior written consent, which consent may be withheld in its sole discretion, to any proposed assignment or transfer to (i) a competitor of EchoStar that is not an Miliate of Ciel, or (ii) an entity that is not an Affiliate of Ciel with whom Echostar, acting reasonably and in accordance with its business practices, would choose not to do business. 10.1(3) The provisions hereof shall be binding on and inure to the benefit of the parties, their successors and permitted assigns. The provisions hereof shall not apply to transactions with subscribers or other end users in their capacity as such. 10.J. Publicitv. Neither party shall in any way or in any form publicize or advertise in any manner this Agreement or the Service to be provided pursuant to this Agreement without the express written approval (which shall not be unreasonably withheld) of the other party, obtained in advance, for each item of advertising or publicity. The foregoing prohibition shall include but not be limited to news releases, letters, correspondence, literature, promotional materials or displays of any nature or form. Each request for approval hereunder shall be submitted in writing to the representative designated in writing; and approval, in each instance, shall be effective only if in writing and signed by said representative. Nothing herein shall prevent either party from providing Industry Canada or the FCC, or any other governmental agency, information concerning this Agreement as required by law or in response to a request for information by such governmental agency. Notwithstanding the foregoing, either party may refer to the fact that Ciel is providing the Service to EchoStar without the other party’s prior approval so long as such statements are limited to a statement of such fact and are not an endorsement (positive or negative) of any product or service. 1O.K. ITAR. Information exchanged under this Agreement may be subject to United States export control laws and regulations, such as the ITAR or the Export Administration Act. The parties agree that infomation subject to the export control laws and regulations shall not be disclosed or transferred to a third party without first obtaining written approval from the disclosing party and complying with all applicable United States export control laws and regulations. 10.L. Entire Ameement. This Agreement contains the complete and exclusive understanding of the parties with respect to the subject matters hereof and, except as expressly set forth to the contrary in be inconsistent with the text of this Agreement, the text of this Agreement shall control. 10.M. Currencv. All monetary amounts in this Agreement are expressed in United States dollars and shall be paid in United States dollars. 10.N Documents. Subject to compliance with applicable legal requirements of Canada and the United States (e.g.,ITAR), each party agrees to provide information and to execute, and if necessary to file with the appropriate Governmental Entities and international organizations, such documents as the other party shall reasonably request in order to carry out the purposes of this Agreement. 10.0 Survival. Neither party shall have any further obligations or liability to the other under this Agreement in the event of the termination or expiration of this Agreement, except for any obligations or liability (a) arising prior to such termination or expiration, (b) expressly arising upon or as a result of such termination or expiration, (c) expressly described in this Agreement as surviving such expiration or -16-

REDACTED -- FOR PUBLIC INSPECTION termination, (d) that logically would be expected to survive termination or expiration, or (e) arising as a result of or in connection with the representations, warranties and covenants in Article 7. ARTICLE 11. DEFINITIONS As used in this Agreement: A. “129” W.L. Freauencies” means the thirty-two (32) Ku-Band BSS frequencies at the Orbital Location assigned to Canada by the ITU Region 2 Plan for BSS. B. “129” W.L. Licence” shall have the meaning specified in Subsection l.B(l). C. ‘‘Affiliate” means,with respect to a party, any person or entity (1) more than 50% of the capital securities of which on an as-converted basis are owned by, or (2) directly or indirectly controlling, controlled by, or under common control with, such party at the time when the determination of affiliation is being made. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to a person or entity, shall mean the possession, directly or indirectly, of the power to (x) direct or cause the direction of management policies of such person or entity, whether through the ownership of voting securities or by contract or otherwise, or (y) select a majority of the Board of Directors of such person or entity. D. “AIP”means the Approval in Principle received from Industry Canada via letter from Jan Skora to Kevin TSmyth dated 1 February 2005, which letter is appended to this Agreement as Attachment A. E. “Arrreement” means this agreement, including any exhibits and attachments. F. “Authorization” means any authorization, order, permit, approval, forbearance decision, grant, license, consent, right, franchise, privilege or certificate of any Governmental Entity of competent jurisdiction, whether or not having the force of law. G. - means the Broadcasting-Satellite Service, as defined by the Radio Regulations of the ITU. “BSS” H. - shall have the meaning specified in the preamble pamgraph. “Ciel” J. “Ciel-2 Satellite” means a new satellite to be constructed by Ciel to provide service at the Orbital Location as contemplated by the Ciel-2 Agreement. K. “Commencement Date” shall have the meaning specified in Section 1.E. L. “CommunicationsAct” means the CommunicationsAct of 1934 (United States), as amended. -1 7-

REDACTED -- FOR PUBLIC INSPECTION N. “Conditions of Licence” shall have the meaning specified in Section 2.C. 0. “EchoStar” shall have the meaning specified in the preamble paragraph. Q. “Echostar’s Designees” shall have the meaning specified in Subsection 4.B(2). R. “Effective Date” shall have the meaning specified in the preamble paragraph. S. “End-of-Life” means the date on which the Satellite should be taken out of service because of insufficient fuel, which for clarification purposes shall include an allowance for sufficient fuel to de-orbit the Satellite. -18- . . __ , . , . . , . ___ ..__ . .__ -. . . ~ .. -.__ _.---_- 1..111-11. “.ll.-

REDACTED -- FOR PUBLIC INSPECTION U. - means the United States Federal Communications Commission and any successor agency “FCC” thereto. V. “FCC Auprovals” shall have the meaning specified in Subsection 1.B(2). W. “Force Majeure Event” means acts of God, acts of the other party, acts of govexmnent authority, strikes or other labor disturbances, or any other cause beyond the reasonable control of that party, that (i) as to Ciel, relates to or affects its ability to provide the Service, (ii) as to either party, relates to or affects that party’s ability to make a payment, or (iii) as to either party, relates to or affects its ability to llfill its material obligations under this Agreement. X. “Governmental EntiW” means any (i) multinational, federal, provincial, state, municipal, local or other government, governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) subdivision, agent, commission, board, or authority of any of the foregoing, or (iii) quasi-governmental or private body validly exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, in each case in the proper exercise of its governmental authority. Y. “Gross Negligence” means an action or omission in reckless disregard of (i) the acting or omitting party’s duties and obligations under this Agreement, or (ii) the consequences to the interests of the other party under this Agreement. AA. “In-Service Date” means the date on which the Satellite is In-Service. BB. “Industrv Canada” means Canada’s Department of Industry and any successor agency thereto. DD. “ITAR” shall mean the United States International Traffic in A r m s Regulations. EE. ‘‘ITJ’’ shall mean the International Telecommunication Union. FF. “ITU Region 2 Plan for BSS” means the ITU Region 2 Plan for BSS and Feeder Link Assignments, as contained in Article 4 of Appendix 30 and Article 4 of Appendix 30A, respectively, of the ITU Radio Regulations (Edition 2004). GG. HH. “m’ shall have the meaning specified in Section 3.A. 11. “Orbital Location” shall have the meaning specified in Section 1.A. JJ. “Prime Rate” shall mean the “prime rate” of interest as shown in the Money and Investing Section of the Wall Street Journal as of the applicable date. -19-

11-MAY-05 18:25 De-BUS INESS CENTER FOUR SEASONS HOTEL +5252865588 1-003 P.02 F-022 KK. "Radmc.ommumcancmAct" meam the RudiucummunicationAct IRS. 1985. c. R-2). as amended. LL. '*RegulatoryProvisions" means all applicabk requirements of the Communications Act and the published policies, d e s , decisions, and regulanons of the FCC, in each case as amended from time to time. MM. "Sarelhre" shall have the meaning specified in Scction 1,A. NN. "Satellite Failure" means a satellite (i) that has suffered a total low or desauctron, (11) for whch none of rhe payload can be operated for the Intended Purpose, or (iii)that i s urcapablt o f bnngmg the 129" W.L. Frequencies mto use (far JTU purposes). 00. "Service"shaIl have rhe meaning specified in Secrion 2.A. PP. "Servicc Term" shall have the meaning specrfied in Section 1.E. QQ. 'Termination for &fault" shall have the m e m g specified m Section 9.A. RR. 'Termination Value" shall have the meaning specified in Section 9.C. SS. "TT&C" means telemetry, tracking and control. IN WITNESS WHEREOF, dle parties herm have caused their duly a u t h o d repremurives to execute ths apeemmr as ofJze dare first set forth above. ECHOSTARSATELUTE 1LL.C. CIEL SATELUTE COMMUNICATIONSINC. By: T-4*- By: (Signawe) (Signatwe) -20-

1 1 M a y 2005 2 0 : 2 7 Ciel Satellite G r o u p 613 5 9 9 4 4 5 5 KK. “RadiocommunicationAct“ means the RadiocornmunicufionAct (ILS. 1985. c. R-2). as amended. LL. “RermlatowProvisions” means alI applicable requirements of the Communications Act and the published policies, rules, decisions, and regulations of the FCC, in each case as amended fiom time to time. MM. ‘‘Satellite“hall have the meaning specified in Section 1.A. NN. “SatefliteFailure” means a satellite (i) that has suffered a total Loss or destruction, (ii) €or which none of the payload can be operated for the Intended hupose, or (iii) that is incapable of bringing the 129”W.L. Frequencies into use (for JTU purposes). 00. ”Service” shall have the meaning specified in Section 2.A. PP. “Service Term” shall have the meaning specified in Section 1.E. QQ. ‘“Termination for Defaulf‘ shall have the meaning specified in Section 9.A. RR. “Termination Value” shall have the meaning specifiedin Section 9.C. SS. “TT&C” means telemetry, tracking and control. IN WITNESS WHEREOF, the parties hereto have caused their duly authorid representativesto execute this agreement as ofthe date first set forth above. ECROSTAR SATELLITE L.L.C. CIEL SATELLITE COMMUNICATIONSINC. By: By: (signature) Name: Name: /&/f/ *q2-# (Typed or Printed Name) (Typedor Printed Name) Title: Title: CEO -20- Confldentiul and Propr&taty L : W k a W l i t t s \ ~ c h CiclOSW305 ~.S RSD

REDACTED -- FOR PUBLIC INSPECTION Attachment A Approval in Principle -21-

ocostectants ; '. l Pxtustry C aradga ndustng Coanadse HH) Slater ircet Ubtaws, {GN KPA @8 Our File: 6213—22 FEP — | 2005 Mr. Kevin B. Smyth Chief Executive Officer Cic! Satellite Communications fnc. 8870 Pettapicee Crescent Manotick, Ontario K4M 1CS Dear Mr. Smyth: This is further to our letter of 1 October, 2004 in which Cicl Satellite Communications Inc, was required to demonstrate compliance with Canadian ownership and control requirements prior to the issuance of an approval in principle for the development and operation of a broadcasting—satelilite space station at the 129°W orhital position. The Department has reviewed and assessed the documentation relating to ownership and control that Ciel Satellite Communications Inc. has submitted, We note that the final corporate structure ofthe licensee will be that of a limited partnership, the Ciel Sateilite Limited Partnership, the general partner of which is Cicl Satetlite Communiecations Inc. Our review indicates that the partners of Cicel Satellite Limited Parmership are individually cligible to hoid licences as radiocommunication carriers hased on the information provided thus far, and subsequent discussions with and commitments by Cied Sateilite Limited Partnership and its partrers. Therefore, | ampleased to provide Ciel Satelliic Limited Partnership with our approval in principle to develop and operate a broadcast—sateflite space station at the 129°Worbital position using the 12 GHz frequency band, This approval is subject to Cicl Satellite Limited Partnershup providing the Department with the final ownership and control information for approval by the Department, and subject to the attached con«litions oflcenee. to Canada

1 Dlook forward to the implementation of your service offerings in the comny years and the contributions your satellite will make toward connecting Canadtians. In keeping with our commitment to open, fair and transparent lhcoensing processes, this letter will be posted on the Department‘s Strategis website. Yours sincerely, Jan Skora ho Director General Radiocommunications and Broadcasting Regulatory Branch Artachment

Attach ment Caadlriom of I.iccncr far riel Satctlltc Limited Partnership (Citl LP) BSS Satellite Operatingat 129%' Orbital Polcftloft Licence Transfer

Milestones Capacity to fmpravc C~nacctfvity Inter satiunal Coordlnstlon

Industrial Benefits Operatioral Requiremen t.4

REDACTED -- FOR PUBLIC INSPECTION Attachment B Summary Health Report for EchoStar V GENERAL Description EchoStar V is a Space SystemsLoral model FS1300 spacecraft that was launched 16 September 1999. The spacecraft is currently used as an on-orbit spare and located at the 119' W.L. orbital location. BUS AND PAYLOAD ANOMALIES Solar Array String Failures EchoStar V is equipped with a total of 96 solar array strings, 92 of which are required to assure full power availability for the 12-year design life of the satellite. To date, EchoStar V has suffered failures to 5 solar array strings, reducing solar array power to approximately 95% of its original capacity. While currently capable of operating 32 transponders, as designed, the solar array anomalies may prevent the use of some of those transponders for the full 12-year design life of the satellite. Momentum Wheels Two momentum wheel anomalies previously experienced require operation of the spacecraft in a modified earth-pointing mode utilizing thrusters to maintain spacecraft pointing. While this operating mode provides adequate earth-pointing performance, it results in both an increase in fuel usage (with corresponding reduction of spacecraft life), and continuous operations of the digital integrated rate assemblies (DIRAs). Current total D I M on-times exceed those recommended by the spacecraft manufacturer. Transponder Failures EchoStar V is equipped with 48 traveling wave tube amplifiers (TWTAs), 16 of which are used as spares. To date, EchoStar V has had 3 TWTAs fail. All failed TWTAs can be replaced with a spare TWTAs. DCU (Data Concentrator Unit) Multiplexer Chip Failures EchoStar V has experienced anomalies in a spacecraft electronic component which affects the ability to receive telemetry f?om certain on-board equipment. Other methods of communication have been established to alleviate the effects of the failed component. Thruster SA Performance Issue EchoStar V experienced a suspected blockage in thruster 5A, which reduced the performance of this thruster. Thruster 5B is currently being used in place of thruster 5A. -22-

REDACTED -- FOR PUBLIC INSPECTION REMAINING MISSION LIFE AND POST-MISSION DISPOSAL Mission Life Due to the previously identified momentum wheel failures, EchoStar V is currently using thrusters to maintain earth-pointing in a “storage mode” at the 119” W.L. orbital location. Analysis based on propellant bookkeeping indicates a remaining mission life of 5.9 years (as of 22 December 2004) in “storage mode” at this location . When EchoStar V is transitioned to a mode supporting broadcast operations at the 129’ W.L. orbital location (assuming the satellite is on-station in June 2005), the estimated mission life is reduced due to tighter earth pointing requirements, but remains at approximately 3.5 years or approximately through December 2008. Post-Mission Disposal The planned end-of-life maneuvers consist of thruster firings to achieve a 300 km increase in mean orbit altitude. The propellant required for the planned maneuvers has been included in all mission life estimates. -23-


Document Created: 2005-05-25 09:47:40
Document Modified: 2005-05-25 09:47:40
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