Attachment submission

submission

SUBMISSION FOR THE RECORD submitted by EchoStar

submission

2005-04-26

This document pretains to SAT-STA-20050321-00068 for Special Temporal Authority on a Satellite Space Stations filing.

IBFS_SATSTA2005032100068_429118

STEPTOE &JOHNSONw OHIGINAL atroraners at law Pantels Michlopoutos Recen' red 1330 Connectiut AreNW anamean Washingon. DC 20036795 prichilogsteproccom APK 2 7 2005 Tncuamame weproecom Il"llflhnonu&u-u RECEIVED April 26, 2005 APR 2 6 2005 Fedenl Conmuncaton Conniann Oficeo Secminy Mariene H. Dortch s Communications Com iesion 445 1 2th Strect, S.W. Wastington, D.C. 20554 Rec— EchoStars & Application for Spectal TemporaryAuth to Conduct Telemetry. Tracking end Command Operatious Ourh ‘ic Relocation of EchoStar 4 to 770 W.L. ile No. SAT—S7A—20050321—00068 i requested additional inform: cetion with the above—referenced application. SzeLetter lze Division, Intemational Bureau to Pantelis Micha Counsel for Echostor Satellite L.L.C. (Apr. 13. 2005) ("dpril 13 Letter®). oStar hercbysubmits as partil response to the Bureau‘s information request an government dated Pebr ate at the 77° W.L. orbital position. EchoSte: will fully respondto the Bureau‘s request by the due dare set forth in the April 73 Letter — i.e., May 13, 2005 wasiincton + new vork + rnornix +. tos anorits +/ tonpon + srusstis

STEPTOE &JOHNSON« Marlene H. Dortch April 26, 2005 Page2 Please contact the undersigned if you have any questions about this filing. Yours sincerely, Pantelis Michalopoulos Counselfor EchoStar Satellite L.LC. Enclosure ce: (by hand) Thomas S. Tyez, Intemnational Bureau Karl Kensinger, Interational Bureau Jay Whaley, Intemational Bureau ce: (by mail) Karis A. Hastings, Hogan & HartsonL L.P., Counselfor SES Americom, Inc.

MINISTRY OF COMMUNICATIONS AND TRANSPORTATION viCE—MINISTRY OF COMMUNICATIONS Concession to occupythe geostationary orbital positin 77° West assigned to the country and to develop its corresponding frequency bands 12.2 —12.7 GHz. and 17.3 — 17.8 GH., as well asthe rightsto broadcast and receive signals granted by the Federal Government through the Ministry of Communications and Transportation hercinafter referred t as "the Ministry"®, in favor ofQUETZAT, 5. DE RL. DE C.V., pursuant to the following antecedents and conditions: ANTECEDENTS Dated March 2, 1995, the Offiial Gazette published the amendment to Article 28, paragraph 4 ofthe Political Constitution of the United Mexican States,in order to replace the exclusive participation reaime ofthe State regarding rendering communications services via stelltefor another mean allowing private companies participation. As part oftabove, on June 7 year the Federal Telecommunications Law was issued, which, among other issued, sets out the ruling framework for this activity. On August 1, 1997, the Oficial Gazette published the Rulesand Regulations for the Satelite Communications. This ordinance is intended to gover the Federal Telecommunications Law regarding Satelite Communications. u. Appendix 30 ofthe International Telecommunications Union‘s Radio communications Rules and Regulations includes the Region 2 Satelite Radicbroadeast Service Plan for the American continent on frequency bands 12.2—12.7 GHz. Also, Appendix 30A ofthe sid Rules and Regulations includes the Plan associated t the links for the Satelite Radiobroadcast Servicefor the same Region 2, on frequency bands 17.3—17.8 GHtz Hereinafte referred to as "The Plans". Both documents were issued by the International Telecommunications Union, which resulted from the "Regional Radio communications Adminisrative Conference for Planning the Region 2 Satellte Radiobroadcast Service" summoned in 1983. The final minutes were approved by the "World Radio communications Administrative Conference to Use ofGeostationary Satelltes® Orbits and Planning the Associate Spatil Services using it" (CAMR—ORBSS)of 1985. By virtueof the said Plans, each Member State ofthe International Telccommunications Union was awarded the use ofa certain number ofgeostationary orbital positions for permanent rights on same. For Mexico, one of the orbital positions assigned is the orbital position located at 78 Degrees West Longitude (78° West, which coverage is defined on its own territory. 1v. Usingthe procedure established in Section 4.2, Article 4 ofthe above Appendixes, the Interational Telecommunications Union allows a member country to request amendment to the Plans. For that purpose, it i set forth that the International Telecommunications Union publishing the notification that such Member State may file, in such a way as to other Member States considering the requested amendment may afect them, have the opportunity

to negotiate a Coordination Agreement with the requesting country. By those Coordination Agreements, member countries may setle any difficulty or technical incompatibilty that may arise by the requested Plans amendment Upon the requesting country had entered into the appropriate Coordination Agreements, the Interational Telecommunications Union shall record the new characteristics ofthe orbial position subject matter ofthe coordination agreements and will seta term to startthe satellite network operations, which is to occupy the orbital position under such characteristies. in April 1996, the Federal Govermment requested from the International Telecommunications Union an amendment o the Plans for the orbitl position 78° West, including the intention ofhe using geostationary orbitl position 77 Degrees Longitude West (77° West, instead ofthatlocated at 78° West. The International Telecommunications Union published said modification in Special Sections APS30TE/129 and APS30A/E/129 ofthe Interational Telecommunications Union‘s Weekly bulletin ssue 2409 dated December 21, 1999,and associated corrections in Special Sections APS30/!E120 Corr—1 and APS30A/E/129 Corr—1, published in the Internationalinformative bulleting about Spatial Services Frequencies,IFIC No. 2449, dated July 24, 2001 These Special Sections all technicalloperational parametersfor the satellte network to be located in the above position were se. Also, all countries potentilly getting harmfulinterference ~ both to their satelite networks and to theirland systems!services were identifed. vi Pursuant to proceduzes set forth in the Radio communications Rules and Regulations,all technicalioperational parameters of the satellite network to be located the gcostationary orbital position 77° West,resulting from the corresponding coordination agreements, would remain n forceuntilJuly 10, 2005 — date on which the satelite network must stat its operation. vit In spite of tabove, on November 4, 2003, the Federal Goverment submitted a new request before thIntemational Telecommunications Union including the same technicaVoperational information regarding the amendment to the Plans for the geostationary orbital position 77° West, considering identical coverage zones asthe ones published in the Intermational Telecommu ions Union‘s Weekly bulltin issue 2409 dated December 21, 1999, with the purpose of obtaining a new term to initate the corresponding satelite network operations. vi. QUETZAT, S. DE RL. DE C.V. it was organized pursuant to the Mexican laws, as appears in public decd number 15,622, dated December 10, 2004, before Notary Public number 122 at Mexico City, Mexico Mr. Arturo Talavera Autrique

x On July 31, 2001, the Official Gazette published the call for bids to award a concession to occupy the gcostationary orbital position 77° West and, develop frequency bands 12.2—12.7 GHz. and 17.3—17.8 GHe, and the rights to broadeast and receive signals. Such bid declared as desert QUETZAT, S. DE RL. DE C.V.filed his appliation to the Federal Telecommunications Commission dated September 30, 2004, in order to take part in the bid for a concession to occupy the geostationary orbital position 77°West and develop frequency bands 12.2—12.7 GHz. and 17.3— 17.8 GHz and thrights to broadeast and receive signals,in accordance to the SECOND Summon published in the Official gazette on September 0, 2004, and the Concessionaire appointed as the domicile to receive notification the one located at Avenida de los Insurgentes SuNo. 1605, piso 12, Col. San José Insurgentes, C.P. 03900, Mexico, D.F.. x The Plenum ofthe Federal Competence Commission resolved, during a session held on November 11, 2004, issuing a favorable opinion to the participation of QUETZAT, S. DE RL. DE C.V. for thaforementioned bid Said order was notified under official notice No. SE—10—096—2004—806 dated November 12, 2004. xu. The Ministry, through the Federal Telecommunications Commission, analyzed and issued an opinion on the QUETZAT, S. DE R.L. DE C.V application documentation, and in accordance to the bidding procedure stages provided for in the Bidding Boses and in Article 29 and, other associated ofthe Federal Telecommunications Law, resolved through officil communication PEXT/171104/54 dated November 17, 2004, granting o the QUETZAT, S. DE R.L. DC.V. the Partcipation Certification as said application was duly filed out and having metall requirements set forth for that purpose xin. Provided that QUETZAT, S. DE R.L. DE C.V. by the end oftbidding submitted the highest valid bid for the concession subject matter ofte said bid. in accordance tothe Bidder‘s Manual handed outto the concessionaire. The Plenum ofthe Federal Telecommunications Commission, dated P/EXT/241 104/59 date November 24, 2004, issued the awarded in favor of QUETZAT,S. DE RL. DE C.V. declaring him as the winner. xiv. On November 14, 2004, QUETZAT, S. DE RL. DE C.V. made the payment fo the corresponding consideration tothe Federal Govemnment in the amount of $153,013,050.00 (One hundred and fity three millions thirteen thousand and fifty pesos 00/100) For the above, and based on Article 36 ofthe Organic Law ofFederal Public Administration; 11, section II, 12, 29 and other associated of the Federal Telecommunications Law; 4 and 5, Section XL ofthe Ministry of Communications and Transportation‘s Internal Regulations; 4,5, 12, and other applicable ofthe Satellite Communication Regulation; QUETZAT, S. DE R.L. DE C.V., hereinafter "The Concessionaire, is awarded the concession to oecupy the gcostationary orbital position 77° West assigned to the country, and develop ts corresponding frequency

bands 12.2—12.7 GHiz. and 17.3—17.8 GHtz, plus the rightsto broadcast and receive signals. This concession shall be subject to the fllowing: conprrions Chapter One — General provisions 1.1..— Terms definitions. For his Concession Title and the Technical Exhibits which are itegral part ofthe same, plus the definitions mentioned in Article 3 of the Federal Telecommunications Law and, 2 ofthe Satelite Communication Rules and Regulations, the following definitions apply: 1.1.1.. Affilates:those companies with common sharcholders/parmers who shall hold shares or equity allowing them to exercise control in both companies. 1.1.2. Law: the Federal Telecommunications Law as published in the Oficial Gazette on June 7,1995. 1.1.3. Commission: the Federal Telecommunications Commission: 1.1.4. Coneession: The stated in this til to occupy the geostationary orbital position 77° West assigned to the country and, develop ts corresponding frequency bands 12.2—12.7 GHe. and 17.3—17.8 GHe, and therights to broadeast and receive signals. 1.1.5, Rules and Regulations: the Satelite Communication Rules and Regulations as published in the Offcial Gazette on August 1, 1997. 1.1.6. Satelite System: one or more satelltes with associated frequencies and their control centers operating in an ntegral manner to make satelte capacity availsble forthe rendering ofsatellte services, and 1.1.7. Users:Individuals or companies having a public networks telecommunications concession or permitsas provided for in the Law, as well as those having a concession or permit granted under the Federal Radio and TV Law, who acquired the right to temporarily use ofany portion ofthe satelite capacity referred to in the Technical Exhibit ofhe Concession 1.2__ Purpose and Service. This Concession is awarded to occupy the eostationary orbital position 77° West assizned to the country and. develop its coresponding frequency bands 12.2—12.7 GHe. and 17.3—17.8 GH, as well as th rights to broadcast and receive signals, as described in the Technical ExhibitI ofthe Concession, in order to provide satellite capacity for Satelite Radiobroadcast Services (*SRS"), and Satellte Fixed Services (‘SFS") 1.3 Rendering of Services. Concessionaire may make satelite capacity available to individuals or companies having a concession oftelecommunications public networks or,a permit as provided for in Article 31 ofthe Law Should the Concessionaire intends rendering services to other persons than those mentioned sbove, sameshallbe done through its affiliates, subsidiaries, or branches

having a concession for a telecommunications public networks or,with a permit to operate as a telecommunications services marketer As for SRS, the Concessionaire may make available is capacity to those individuals or companies having a concession or permit granted under the Federal Radio and TV Law. 14 Technical Specifications and Coverage Area. The technical specifications for the Satellite System shall comply with the provisions set forth in the Law, the Rules and Regulations, the International Telecommunications Union‘s Radio communications Rules and Regulations (UIT), the Official Mexican Standards, all applicable administrative provisions, and to the tchnical specifications, operation characteristics and coverage area mentioned in the Technical ExhibitI ofthe Concession 1.5..— Satellite System Infrastructure. The infrastructure comprising the Satelite System is described in the Technical Exhibit II ofthe Concession. 116. Modification to the technical specifications and coverage area. When the Concessionaire requires modifying the technical characteristicsor the coverage area described in the Technical ExhibitI ofthe Concession, he shall previously get authorization by the Commission. 1.7_ Capacity Reserve.In accordance to Article 29 ofthe Rules and Regulations, satellite operators shall reserve a portion oftheir capacity in every frequency band, which willbe used by the state at no cost, for national security networks exclusively and for social services. The portion ofstellte capacity intended for the reserve in favor of the State for the geostationary orbital position 77° West, as wellas the specific criteria on the Satelite Capacity Reserved for the State (°CSRE"), is mentioned below: 1.7.1. Satelite capacity equal to $7.48 MHz. with its frequency pairing, or 3 channels ofusable 24—Mhe. bandwidth per channel for SRS, but feasible for SFS, or for Restricted Satellte TV/Audio Services (°STVARVS®)in accordance with UIT‘s Radio communications Rules and Regulations, as well as with Antecedents HIand IV. Said satelite capacity shall cover all ofthe national tervitory. The satelite capacity previously mentioned,is calculated from the total channels of the Satellite System as per the Canalization Plan as defined in the technical exhibitI ofthe Concession, so, in any case, CSRE will be proportional to the installed capscity and available for operations in the Satelite System 1.72. The CSRE‘s use and operation shall be subjectto the technicaVoperational set forth for SRS Plan on frequency bands 12.2—12.7/17.3—17.8 GHz. For Region 2 (Appendix 30 and 30A of UIT°S Radio communications Rules and Regulations, and Antecedent V, for SRS, SFS, and STVARVS. 1.7.3. The transmission quality that the Concessionaire provides for services rendered using CSRE shall be equal to that offered forhis other services 1.7.4.CSRE shall not be used by the Concessionaire, except for duly justification and provided Minisry so expressly authorizes in writing.

1.7.5. CSRE shall be supplied and distrbuted in accordance with determination by the Ministr, once the satellit is in commercial operation 1.7.6. CSRE may be used for SRS, SFS and STVARVS. The Ministry and the Concessionaire could agree thatthe CSRE reserved in a band offrequencies, may be reassigned to other bands, ori ts case, in any other authorized satelite system to operate in Mexico, they cost will be assumed by the Concessionaire and with the same guaranteesofservice of the CSRE in its own system. 1.7.7. Should any assumptions come up resuling in permanent reduction of the total satellite capacity occupying the gcostationary orbitalposition 77° West, CSRE will reduce it in the same rati. 1.7.8. Should the transmissions under the CSRE take place, the Concessionary shall relocate said trismissions asto secure the services continuity and, if necessary, he shall give them priority even above any other transmission. The relocation shall be immediate made, except when thatis not technically feasible 1.7.9. For the CSRE access, the Ministry and the Concessionary shall establish an operative agreement seting the technicaVadminisrative/operative trms and conditions to manage and operate same. 1.7.10. The CSRE provided in this condition shall be managed by the Ministry through the General Direction in charge of he telecommunications policy or by the managing unit that substitutes it For fature satelites, the Ministry is to definethe capacityto be reserved forthe state under the same criteria and principlescontained in the Rules and Regulations and in this concession. 1.8. Term in effect. The concession term in effectshall be for 20 years started to be computed form ts award date, and could be extended per the law, the rules and regulations and other applicable ruling and administrative legal provisions. 1.9 Term to place in orbit thsatelite system. The Concessionaize shall put the satelite system in orbitat the 77 degrees west geostationary satelite position, within a term not exceeding 5 five years from the date of ts award. 1.9.1 Should the placement in orbit and in operations ofa satelite of the satelite system, before July 10, 2005, the Concessionaire shall comply with the satelite coordination conditions in effect on the date the concession is awarded for the 77 degrees west geostationary satellite position, and carry out atits own cost and through the Minisry, before July 10, 2005, the approprite administrative diligence before the UIT. 1.9.2 in case the placement in orbit and operation of said satelite takes place affeJuly 10, 2005, the Concessionaire shall cary out atis own cost, through the Ministry, the necessary satelite coordination procedures to operate the satelite system on the 77 degrees west geostationary satelite position, onlater dates to July 10, 2005, and the Concessionaire shall honor

said Coordination agreements, including the procedure to amend the plans mentioned in item VIL. Should this occurs, the Concessionaire acknowledges that the coordination terms mentioned in the condition number 1.9.1 could change due to the new plan‘s amendment procedure; therefore he commits to occupy the 77 degrees west geostationary satellte position, and develop the associated frequency bands pursuant to the terms resulting from the procedure mentioned in tem VIL, and within the term set in the frst paragraph of tem 1.9 1.10 Term to start rendering services. The Concessionaire shall starendering services mentioned in item 1.2, at the latest 180 (one hundred cighty) calendar days from the satelite system orbit placement date, stated in item 1.9 above, for that purpose he shall inform the Minisry and the Commission the initation ofservices rendering within 15 (fiteen) calendar days afteri takes place. 1.11 Applieable legistation. The operation and development of the satelite system covered by the concession, including ts services, shall be subject in the applicable to the stated in the Political Constittion of the Estados Unidos Mexicanos, the law, the radio communications UIT‘s rules and regulation,the rules and regulations and to the International treaties, laws, rulesand regulations, decrees, Offcial Mexican standards, orders, agreements, buletins, and other legal adminisrative provisions that for such purpose may be issued by the Ministry or the Commission, and to the conditions set forth in the concession and in the technical exhibits "The Concessionaire acceptsthatif the legal and administrative provisions mentioned in above paragraph, were abolished, amended or modifed, the Concessionaireshall be subject to the new applicable egislation and administrative provisions, from the ime those enter into effect 1.12 Other concessions, The Concession does not grant any exclusive rights to the concessionaie; therefore, the Ministry i entiled to award concessions to other entities to occupy and develop gcosttionary positions or satelite orbit assigned to the country, with their corresponding associated frequency bands and the rights to broadcast and receive signalsto render identicalosimilar services as those under this concession. 1.13 Other satellits in the geostationary position. Pursuant tothe radio communications rules and regulations,the SRS plans are based on an orbitalseparation of 04 degrees between satelites with contra polar adjacent channels, this meaning, every satellite network would operate with two satellites placed at +. 0.2 degreesin regards to the center ofthe cluster ‘The same plans contemplate and allow the possibiity to include in one same spatial station the two channels lusters, both even as odd and, occupying any orbital postion within the cluster For th last case, single satelite could be located at a position within the orbitalarch that uns from 76. degrees o 77.2 degrees west,using all the channels. For tabove, a maintenance tolerance in position of+/~0.1 degreesshall be used: 1.14 Capacity provision through affiiates, filial or subsidiaries. Previous authorization by the Ministry, the concessionaire could render services as stated i item 1.2 hereunder, through affiiates, filial or subsidiaries. In spite ofthis, the concessionaite

shall b atall times the single lible before the Minisry, the Commission and before any competent authority regarding the strict compliance with the concession obligations 1.15.— Assignment of Rights. The Concessionaite could assizn previous authorization by the Ministry, ither total or part ofthe rights and obligations set forth in the concession, pursuant to article 35 ofthe law, and other applicable legal/ruling and administrative provisions. 1116 Powers or mandates. In no case,the concessionaire could grant powers or general mandates for aets ofownership,irevocable in natureintended or that may make possible that the empowered or mandating party to excute rights or obligations regarding the concession. 117. Liens. When the concessionaire constitites a lien on the concession or rights thereunder, he shall record the applicable documents in the Registration Office mentioned in article 64 oftlaw, within 30 (thiry) calendar days from the date it is constitted. The Commission will qualify the documents submitted for it regisration and shall proceed to record them in the tclecommunications registration, when those comply with the stated in this concession,the law and other applicable legal, administrative or ruling provisions. The document thatstates the warranty granted shall expressly set that is exccution,in no case will grant the concessionaire nature to the ereditor orto any third party, it shall also expressly setthat in order for the concession be awarded to the creditor o toa third party, it will be necessary that the Minisry authorizes suchrights assignation pursuant to the terms oFarticle 35 ofthe law, or that such ereditor othird party getsa concession pursuantto articles11, section III of the law, and 4 oftrulesand regulations In no case the concessionary could assizn cause a lin,give as pledge, mortgage or transfer the concession,th rights granted thereunder and the goods related to same to any forcign government o state. 1.18 Nationality. The Concessionaire shall not have in regards to this concession any other right except s the ones granted to the Mexicans;therefore, the concessionaire and his foreign partmers,if any, commit not to request and not to accept the diplomatic intervention from any foreign country, under the penalty of loosing in the benefit ofhe Mexican country, allthe property and rightsthey might had obtained due to the concession 1.19 Nentral investment, Pursuantto tite 5 ofthe forcign investment laws the neutral investment shall not be computed in the concessionaire‘s stack capital to define the forcign investment 120 Companies with state parti n of foreign countries. It wll not be deemed as a share participation ofa foreign country orstate,the one made by companies that have state participation offoreign countries, which are not deemed as authoriies underthintermal egislation ofthe country oforigin and, which have legal standabiliy and own patrimony.

1.21.— Shares underwriting or transference. The Concessionary commits to make available to the Minitry and the Commission, he shares or stock capital distribution with theiapplicable partcipation percentages, whenever so required by any ofthem, when the later exercise their corresponding facultesto verify and require information. Should any assumption regarding underriting or transference ofshares o stock capital, n one action or severalactions representing 10% (ten percent) or more ofthe company‘s stock capital, the Concessionaire shall comply with the fllowing regime. 1.21.1 The Concessionaire shallnotify the Ministry about the interested parties intention to assign the shares or pat ofstock capital either directly or indizectly and, such notification shall include detailed information regarding the interested parties in acquiring such shares orcapital stock parts; 1.21.2 The Ministry within a 90 (ninety) calendar days started to be computed from the notification, to object in wrting and due tojustified cause any such transaction, and 1.21.3 Upon that term had elapsed without any objection from the Ministry, it willbe deemed as approved. Only the transactions that had not been objected by the Ministry could,if any, be recorded in the sharcholders record, withoutthis limiting the fact ogettinall other authorization that may be required from otherauthoritie,this pursuantt the applicable Tegal, rling and adminisrative provisions It willnot be requized to file the notification mentioned in item 1.21.1 under the following cases: a) When the underwriting ortransference is for shares o stock capital representing neutrl investment pursuanttforeign investment terms; b) forcapital increase underritten by the same sharcholders, providing their participation proportion in the stock capital is not modified forany ofthem; c) in cases when such transference or underriting be related to shares with limited vote on matters mentioned in article 113 of the General Law for Mereantle Associations, and d) when acquisitons are made by Managers of Funds for Retirement, orthrough the stock market by investment companies. Should the partyinterested in undernriting or acquiring shares orstock capital is a company, the notification cite in item 1.21.1 above, he shall submit the necessary information disclosing the identity ofthe individuals who may hold patrimonial interests above 10% (ten percen)ofsuch company‘s capital. "This condition shallbe expressly reflected in the Concessionary‘s by—laws, and in the tites or certificates issued by same concessionaite. The Concessionary commits to notify the Ministry about any modification on the shares distribation orto the right enabling the control on the concessionaire‘s sharcholders part, and of the afflited,ifany.

The limits for foreign participation stated by the law, could not be execeded, ither directly or through trust, tiles (incorporation documents), or by the by laws, pyramidal frameworks, not by any other mechanisms that might grant the control or a participation reater than the one permitted by the law. 122 Legal representative appointment. Atalltimes, during the concession term in effect, the concessionaire shal have atleasta legal representative with general powers for lawsuits and collection and for managing acts, pursuantt article 2554 of the Federal Civil Code, aceredited before the Minisry and the Commission, without this limitingthe fact that the he can appoint other egal representatives, who may represent the concessionaite before the Ministry and the Commission, previous the payment of the applicable rights. 1.23 Registration in the Telecommunications Registry. The Concessionaire must comply with theregistration obligations citein article 64 ofthe law, and with the terms of the section I, ofabove mentioned articl. The concessionaire shall record this concession and ts technical exhibits and, when applicable,is amendments, within the following 30 (thiry)calendar days after its award date. 1.24 Coneession extracts Publication. The Concessionaire shall make the arrangements athis own cost,the publication in the Offcial Gazette ofthe Federation of an extract ofthis concession, within a 60 (sixty)calendar day term from the date itis awarded. The extract content hereunder shall be coorinated with the Ministry before publishing it The Concessionaires shall send to the Ministry and the Commission a sample ofsuch publication within the following 10 (ten) working days from its publication. Second Chapter Provisions that apply to the satellie system operation and services. 2.1 Satelite system operation. The Concessionaire is obliged to: 2.1.1 The Concessionary shall provide the Ministry with the recourses and information that may be required to conclude any intemational coordination process as well asfor any other process that may be required to operate the satelitesystem. 2.1.2 Assurning the labilty for the satellte system control and operation; for that purpose, he shall establish and maintain the main and alternate satelite system control and operation centers,within the domesti teritory, pursuant to article 57 ofthe law. 2.1.3 Thatthe operation of the above mentioned control entersare carried out preferably by Mexicans; 2.1 4 Make the necessary installtions in order for the contral centers be capable to limit or interupt,atall times, the satellte or satelites emissions whatever they are, upon the Commission‘s request and. 10

2.1.5 Secure that the service be provided with good quality and continuity, even when replacing the satellt or satlltes 2.2 About the international eoordination. In order for the Ministry be n the position to conclude the international coordination process for the orbital postion hereunder, the Concessionaire is obliged before the Ministry to: 2.2.1 Not exceeding the technical and operation parameters set forth in the special sections mentioned in item V, and in the technical exhibit , o of any Jater modification to said parameters that may derive from the amendment mentioned in item VI 2.2 2 Help to conclude the intermational coordination process for he orbital positon and ts associated frequencies, especilly with those countries which coordination agreementis pending. 2.2.3 Comply with the technical requirements that may become demandable derived from the coordination agreements that may be entered with the 2.24 Should thsatelite in position project requires modifying the technical and operation parametersincluded in the specialsections mentioned in item V, and in th technical Exhibit 1 the concessionaire shall be iable to cary out all the necessary actions and provide all the recourses that may be required to conclude a new international coordination process. 2.2.5 The Concessionaire shall deliver the Ministry the definite technical project,including the spatial and terrestralsegments, upon he had agreed upon h finaldesign with the manufacturer of. Said project must comply with the condition and agreements resulting from the international coordination process,and whichare part ofthe technical Attachment I of the concession 2.2.6 Certain portions ofhe associated bandstothe orbial position are curently occupied by pointto point and point to multpoint microwave links. The concessionaire shall comply with the clearance conditions that may be set, iany, in order to avoid damaging interferences to and from other radio communication systems "The Commission wl publish, ait propertime, if such is the case, he guidelines under which he shall carry out tassociated frequency bands clearance ofthe orbital positon hereunder, which may be then used by concessionaries ofthe microwave links, properlyaceredited. 2.2.7 The Ministry could, at any ime, grant the concession ofone or more additional satelite systems within te orbital arch to +2 degrecs (plus/ minus 2 degrecs) ofthe 77 degrees west geostationary orbial position (Le. between 75° and 79° west), but in bands other frequencies;therefore, the concessionaire commits to cary out on his own account and risk, all the necessary operations to enable the co—location ofother satelite systems, for 11

other or the same services i radio electric frequencies segments other than the ones awarded hereunder. "The above, providing the coverage and frequencies usage characteristics, and the satelliin position technical parameters and, of the other systems projected so permit. 2.3 Frequency bands usage coordination in case of damaging interferences. Should any damaging interference arises, the Concessionaire shall coordinate the bands usage associated to the 77 degrees west geostationary orbitalposition, with other concessionaires or operators,which are authorized to operate in Mexico, frequency bands associated to foreign satelitesor o other domestic satelites, as well as the other concessionaries beneficiaries o concessionaries of radio communication networks, authorized to the date the concession is awarded. The Concessionaire shallfile a coordination application before the Commission, and the later will resoive accordingly, pursuantt the procedures set by the UFT. 2.4 Service quality. The Concessionaireis obliged to renderth service hereunder continuously and efficienty, pursuant to the applicable legal uling and adminisrative provisions and, pursuant tothe technical characteristics set in the concession and in the technical Exhibit L Likewise, the concessionaire commits to provide the service covered hereunder under stisfictory quality,competitively, continuity and permanence conditions and, he shall reftain to apply discriminatory or crossed subsidies practices among services in competence or through its affilites or filil, among other ‘The concessionaire commitsthat the service under the concession be rendered under the best price, diversity and quality conditions in the benefit of the users,thi in orderto promote an efficient development ofthe satellte services. For that purpose,the Concessionaireshall send the Commission within 180 (one hundred eighty) following calendar days to the date this concession is awarded, the minimum quality standards for services which h undertakes to honor, without ths imiting the fact that he complies with the generl rules hat forthat purpose may be issued by the Commission. 2.5 Service operation. The Concessionaite shall adopt the measures resulting necessary in orderfor the service covers the domestic territory. When replacing satellites, the Concessionaire shall maintain, at lest,the same satelite capacity to render services in the domesticteritory, which inecessary to handle the intemal demand, could be decreased,as expressly authorized by the Commission, taking care ofthe coverage and eficiency needs during the service rendering. 2.6 Service interruption. Should the service rendering is internpted to one or more users during a term that exceedstterm stted in the plan mentioned in item 2.11 hereunder; the concessionaireshallreimburse the users for the corresponding part for the time such interruption lasts. 2.7 Complaints and repairs system. ThConcessionaire shallestablish a system to receive claims and to epairfailires ofthe service rendering hereunder. 12

"The Concessionaire shall repare a reportincluding failure incidence by month and type, and the corrective actions adopted and, the modifications made, ifany, same that he shall submitto the commission, when the later s requires. Such report mustinclude information for the last 12 months. The Commission may make that information available t the publi alonwith the information from other concessionaires rendering similar services in the country or in the same region. 2.8 Agreements. Withoutprejudice of the provisions ofthe Concession, Concessionaie undertakes t subject to approval by the Commission, atleastthirt (30) calendar days prior t start rendering services, the draft agreements to be exccuted by the Users regarding rendering the sid service, in accordance with all legal, regulatory, and administrtive provisions Any modifications tothe said agreements shall require preapproval by the Commission: 2.9 Commercial Practices Code. Concessionaire shall make available to the Commission and the Users at its Commercial office, a Commercial Practices Code clcarly and shortly describing all service modes provided by Concessionaire, the billing methodology and the application ofthe corresponding rates. It shall also duplicate those provisions contained in the service rendering agreement fo the service modes, and describe the procedures and tools to receive, follow—up, and resolve User complaints. "The Commission may request the modification f its terms based on the opinion issued by the Federal Consumer Agency. 2.10. ContingencyPlans. 2.10.1 Contingency Plans with other Concessionaires. Concessionaire acknowledges and acceptsthat contingency situations may arise which may require to provide technicaloperational assistance, and the supply —based on the recorded rates — of apacity of spatial seament for itsatellites, t the other domestic/ntemational satelite concessionaires, to the degree Concessionairehas available capacity and equivalent coverage to support the failed satelite service In such virte, Concessionaire shall submit for approval by the Commission, within one hundred and eighty (180) calendar days, as oforbitalpositioning ofthe Satelite System, a Contingency Plan to be prepared and signed in coordination with the rest ofthe domestic/ntemational satelite concessionaizes, in order to face the sitations herein referred o. The Commission shall sipervise compliance with this Plan and may at any time request modifications t the same. Should any failures arseaffecting the operation and transmission of other domestic satelites, he Concessionaire shall give prioty t the relocation in itssatelite system ofthe reserved spatil segment capacity forth state to operate the nationalsecurity networks and social nature services, as well as 13

other strategic services operated by the Mexican government, o as to secure the continuity of such services. Such being the case, t uplink signals transmission for those services, shall beinvariably made on domestic territory. 2.10.2 Contingency plan for servicedisruption. Concessionaire shall submit fo approval by the Commission, within one hundred and ighty (180) calendar days as oplacing the Satelite System in orbit, a Contingency Plan in the event ofservice disruption and to secure continuity in case of partial or ttal failir ofany clements of the Satellite system. Such Plan shall include, at least the fllowing: 2.10.2.1. Notifcation procedure between Concessionaire areas engaged in service to failures and coordination with the corresponding areas of the other concessionaizes who will provide backup including their names, numbers and operative contacts for the people in charge ofthe control centers, among other issues; 2.10.2.2. Procedure to coordinate with the satelite service users; 210 Procedure for access and migration of users tothe backup satellite, 2.10.24. Actions and measures to be aken in the short, medium and long term to backup the users in orderto secure service contimuity The Concessionaire shall immediately reportto the Ministry and the Commission about any event that may affect in a general orsignificant manner the service. 2.11. Emergeny services. The concessionaire shall subject to the Commission‘s approval within the folowing one hundred and eighty (180)calendar days, as ofplacing in orbit othe Satellite System, an action plan to render emergency services in case of disaster or acts ofGod. The concessionaire commits to render emergency services within ts coverage area atno cost for as long and in the proportion that the emergency so requires. Chapter Three Rates 3.1. Rates determination. Concessionaire will sethe rates applicable for the service established in the Concession. These will allow the Concessionaire to render the service under satisfictory quality, compettively, security and permanence conditions. These rates shall be recorded with the Commission, prirto their coming into force. Also, Concessionaire may not adopt discriminatory practices in the application ofsaid rates, in accordance with Articles 60 and 61 of the Law. 14

3.2. Unduly Charge of Rates. Should the Concessionaize charges the users rates other than those recorded or diferent than the ones established, as the case may be, in accordance with Article 61 ofthe Law, Concessionaire shall reimburse the diference with respecttoregistered/established rates within a term not exceeding thirty (30) calendar days. This without limiting the fact ofany penalties imposed in accordance with the Law and other applicable legal regulatory and administrative provisions. 3.3. No eross—subsidy. The Commission may from time to ime verify that the recorded tates do not constiute cross—subsidy in terms of Article 62 of the Law. For this purpose, Concessionaire shall provide all appropriateinformation, within sixty (60) calendar days following the date he receives the appropriate requestfrom the Commission 34. Specifie Duties. Ifdetermined that Concessionaire has materal power in the relevant market, the Commission, in accordance with the procedure determined by the Commission for this purpose, may set frth Specific Duties for Concessionaite regarding rates, service quality and information. 3.5, Service Brealedown. The invoice issued to the Users by Concessionaire shall break down all charges applied for rendering of the services referred to in he Concession. Chapter Four Verification and Information 4.1. Information. Withoutlimiting the powers of the Ministry and the Commission to require all kinds ofinformation from the Concessionaire, in terms of Article 68 ofthe Law, concessionaire shall submit to the Commission, within one hundred and fity (150) calendar days following closing of the corresponding year 4.1.1. All audited financialstatements broken down by service mode and, athe case may be, by geographical area,and 4.1.2. A description of the Satellite System used for te rendering of the service in accordance with all formats as established by the Commission: 4.2. Statistieal Information. Concessionaire shall make available tothe Commission all statistic information for Satelite System capacity usage. 4.3. Byclaws amendment — Change of domicile. Concessionaireshall notify the Ministry and the Commission, within fiften (15) calendar days following the date the following occur: 4.3.1. By—laws amendment, and 4.3.2. Change of the domicile stated in Antecedent X of the Concession 4.4. Verification and Supervision of Service rendering. Without limiting the provisions contained in this Chapter,the Commission may,atall times, require from Concessionaire, all technical, administrative,and financial information, and any other data or document deemed necessary or advisable by the Commission for supervising duly observance ofthe provisions hereaf, and to exercise the verification and 1s

supervision powers, in order to ensure service rendering complies with alllegal, regulatory and administrative applicable provisions Chapter Five Collateral 5. Collateral. Concessionaire shallset up collsteral for compliance ofall dutics as established herein through a bond contracted with the Bonding Institution authorized by the Ministry of Finance. This bond shall be submitted with the Commission within a term no longer than thiry (30) calendar days as ofgranting hereof,in the amount of $7,385,695.00 (seven million three hundred and eighty five thousand six hundred and. ninety five pesos 00/100 domestic curreney.), in favorofthe Treasury ofthe Federation This bond shall back up the payment ofpecuniary penalties that, as the case may be, are imposed by the Ministry for breach of the dutiesderived herefrom. "The amount othe bond shallbe yearly updated in accordance with the National Consumer Price Index (INPC)or the index replacing INPC, For such a purpose, it shall be submitted with the Commission atthe latest of March 1 of each year or on the date established by the Commission (prionotification to Concessionaire}. For yearly update ofthe bond‘s amount, said amount shall be mukiplied times the INPC of December ofthe immediately preceding year and the result divided by the INPC of December ofthe year preceding the latter. As the case may be, cents and rounding upidown resulting from calculation oftabove update shabe ignored. Without prejudice ofthe above, Concessionaire undertakes t increase the bond‘s amount, when, deemed necessary by the Commission, within a term not exceeding ten (10) working days as of the date ofreception of the corresponding notifcation. This collatralshall remain in force through the term ofthe Concession. However, should upon maturity ofsame there be pending duties, the atest bond set forth shall remain i forceas long as said dutiesare not completed "The policyissued on the bond shall contain an express statement that the Bonding Instiution accepts the provisions ofArticles 95 and 118 of the Federal Law of Bonding Institutions in forceand waiver ofall benefits ofexcussion and discussion. Chapter Six Requisition 6. Requisition. In the terms of Article 66 of the Law, in case of natural disaster, war, serious disturbance ofthe public order or upon anticipation imminent danger to the national security, the country‘s internal peace or to the national economy, the Ministry may perform a requisition oftorbital position and all associated frequencies, all ancillary services, works, constructions and other dependencies and accessories of itas well as all eal and personal property necessary to aperate the service and use allthis as deemed appropriate. The Ministry may also use the personnel ten on duty as deemed necessary. Requisiton will remain for as long as the conditions that caused same. 16

"The Ministry, except in the event of war,shall indemnify Concessionaie, and pay for all damages at their actual value. Should there not be an agreement on the amount of indemnification,all damages shall be determined by experts appointed by both parties: In the case oflosses, they shall be based on the average nincome ofthe year preceding the requisiton. Each party shall pay for halfthe expenses arising from the experts" audit. The rights ofall workers shall be observed in accordance with the approprite Law. Chapter Seven Termination, Jurisdiction, Competence, and Consideration. 7.1. Termination of the Concession. The Ministry shall proclaim the administraive termination of the Concession due to h reasons set forthin Article 37 of the Law 7.2. Promise to lease. If termination ofthe Concession, Concessionaire undertakes to execute a lease with the Ministry with respect to all property associated with operation ofthe Satelite System service. Said obligation shall remain in foree fo four (4) months following termination ofthe Concession. "The term ofthe said lease shall beat east one (1) year and shall be automaticaly renewable for equal terms and up to five (5) years. The amount of the said lease shall be determined by experts(one appointed by Concessionaire and the other by the Ministry and, in case ofdiscrepancies, by a third party appointed by both experts. IF Concessionaire should notassign an expert, or the expert is not stated, it shall be wunderstood as a waiver ofthe right to appointhim and the unconditionalacceptance of the opinion issued by the Ministry‘s expert 7.3. Considerations tothe Rederal Government, In accordance with Article 29 ofthe Law, Concessionaite has paid the Federal Government, dated XXXXXXX a one—time consideration in the amount of $153,013,050.00 (One hundred and fifty three millions thirteen thousand and fify pesos 00/100). This consideration was equal t the value of the valid bid for the highest economic value bid in the final bid. Additionally, Concessionaire shall pay forthe right of use of appropriate radio electric spectrum frequeney bands in order to provide the service herein referred to,in accordance with the provisions ofthe Federal Rights Law in force. Receipt of payment forrights shall be forwarded to the Commission. 7.4. Jurisdietion. Forall that related with the construal ofand compliance with the Concession and all Technical Exhibts, except for adminisrative issues to be resoved by the Ministry/Commission, Concessionaire agreesto be subject to the jurisdiction of the Federal Courts located in Mexico City, Rederal District. Likewise, Concessionaite shall waive the jurisdiction that may apply to Concessionaire by reason of ts current or future domicie. "The scope and effects of the obligations herein contained shall be construed in accordance with the applicable legislation referred to in item 1.11 hereor and all provisions contained in the call for bids, Bases and other documents associated with the BBid Procedure for orbital position 77°Was referred to in Antecedents IX, X y XII hereot 17

The Concessionaire‘s domicile shall be located without exception within the teritorial boundaries of the United Mexican States. 7.5 Federal Government Disclaimer. Responsiblity by the Federal Government is limited to granting ofthrightto occupy the 77° W geostationary orbital position and to develop the associated frequeney bands hereunder. Mexico, D. F, February 2, 2005 THE MINISTER OF COMMUNICATIONS AND TRANSPORTATION PEDRO CERISOLA Y WEBER TiE CoNCEssIONAIRE] THE ATTORNEY—N—FACT This page of signatures corzesponds to the TitlofConcession granted by the Federal Govemment via the Minisry in favorof[THE CONCESSIONAIRE},to occupy the 77° West geostationary orbital position assigned to the country and to develop its cortesponding frequency bands 12.2 —12.7 GHz. and 17.3 — 17.8 GHz., aswell as the rights to broadcast en receive signals. is

Technical Exhibit 1 ofthe Concession to occupy 77° West geostationary orbital position allocated to the country and to develop corresponding frequency bands 12.2 — 127 GHz. and 17.3 — 17.8 GHz, as well as the rights to broadcast and receive signals granted by the Federal Government via the Ministry of Communications and Transportation under the Federal Telecommunications Law, in favor of QUETZAT, S. DE RL DE C.V. dated February 2, 2005 Teoinicat sercirications Parameter Value adopted by Parameter Frequency Range Downlinks 122—127 Gbe. (Space—Earth) Uplinks 173 —17.8 Ghe. (Earth—Space) Serviced Zone * Mexico * United States of America (See all related to Special Sections referred o in Antecedent VI of the Concession) Power supplied o tansmission senal 226 dBw Isotropic Gain ofTransmission acrial n 33 am the maximum radiation direction Tsotrapic Gain of reception acril n the 33 am maximum radiation direction Type ofPolarzation Odd Channels Circular Right (dextrogirous) Even Channels Cireular Let (evogirous) Base Band Composition Digital audio‘video and muloplexed data channels Additonal Resirctions derived from Coordination Agreements: — Power Flow Density value produced by — 115 dB(Win) transmission of Satelite that will not be exceed at no time over the Cuban Terrtory 19

Channeling plan for radio electric spectrum frequencies for Satellite Radiobroadeast Service for Region 2, on frequency bands 12.2 — 12.7 Ghz. And 173—178 Ghe. Chamea CoirlFremac oile) Bomings lnts (Spacctardy (artSpaco 7 reesems rizeo : reasase wasess 3 se wassie 3 arm werre s wasess weese C rezseso wrcsso f ramas manas s rexmeos wassse s mos vace ro se wase m ressose iss ® mssise wasise is resssss wsess w rnsse ms is en weane o uze waer @ morze warze i wrise wariss m mss waeas = wsose wearse = rsmes vemss = wsore wesore 3 usure veare x mssose wsose is wsrser worsse & essaso wrsaso # esssos wosse = romse wirse » msee men 3 resssee wras: & mevs ware x weress imase 20

Name of Satellite Type ofSatelite Geostationary Geostationary Orbital Position 77° West Longitude Polarization Circular Right (dextrogirons) Circular Left (evogirous) FREQUENCY BANDS Uplinks 173— 178 oh. Downlinks 122—127 oh. Coverage The oial temtory of the Unied Mexican States Maximum PIRE 53.6 dbw 2

Technical Exhibit 11 of the Concession to occupy the geostationary orbital position 77° West allocated to the country and to develop corresponding frequency bands 12.2— 12.7 GHz. and 17.3 — 17.8 GHz, as well as the rights to broadcast and receive signals granted by the Federal Government, via the Ministry of Communications and Transportation under the Federal Telecommunications Law in favor of QUETZAT, S. DE RL. DE C—V. dated SATELLITE SYSTEM DESCRIPTION * Transmission, elemetry and command Subsystem (TT&C) "The telemetry and command subsystem will consist ofreceptors and redundant transmiters, which may be operated by: (a) An omni directional antenna for operations during the orbitaltransfer and emergency operations in the finalposition, (5) Long range Antenna for operations during the orbialtransfer and operations in the final position (control and telemety), (¢) Through communication antenna for the operational mode in the final position. The design will aloud that all automatic finctions ofthe satellte willbe block thorough the utilzation ofcertain commands, in caseit is necessary. + Communication Subsystem In order t assure the maximum reliability, thsatelite to be built will have redundant receptors and transponders. The communication through receptors ofKu band is typically configured through configuration 4:2 so any one of the two receptors will completethe mission * Operation and Contral Center othe Satellite System Thsatelte network thatwill be positioned in 77° West, will be monitored by an Operation and Control Center located within Mexican teritory. The failits in which the operation and control will beperformed will operated 24 hours per day, seven days a week. The Operation and Control Center will have the capscityto block the automatic functions of the satellite in case it is necessary. 22


Document Created: 2005-04-28 11:47:30
Document Modified: 2005-04-28 11:47:30
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