Attachment redacted

redacted

REQUEST submitted by DIRECTV

redacted

2006-12-18

This document pretains to SAT-STA-20061213-00149 for Special Temporal Authority on a Satellite Space Stations filing.

IBFS_SATSTA2006121300149_540441

FOR PUBLIC INSPECTION r oanlNAL 3 Before the FILED/ACCEPTED FEDERAL COMMUNICATIONS COMMISSION Washington, DC 20554 DEC 1 8 2006 Federa! Communications Commission Office of the Secretary Cw in n n n n yz In the Matter of DIRECTV ENTERPRISES, LLC File No. SAT—STA—20061213—00149 Request for Special Temporary Authority to Relocate DIRECTV 1R to 72.5° W.L. and to Conduct Telemetry, Tracking and Command Operations for an Interim Period REQUEST FOR CONFIDENTIAL TREATMENT DIRECTV Enterprises, LLC! ("DIRECTV") respectfully requests that, pursuant to Sections 0.457 and 0.459 of the Commission‘s rules, 47 C.F.R. §§ 0.457 and 0.459, the Commission withhold from public inspection and accord confidential treatment to redacted portions of Amendment No. 1 to the Memorandum of Agreement between DIRECTV and Telesat Canada and the documents attached as Exhibits thereto (collectively, "Amendment 1"), submitted for the International Bureau‘s consideration in connection with the above referenced request for special temporary authority ("S TA”)‘2 These documents contain sensitive trade secrets, and commercial and financial information that fall within Exemption 4 of the Freedom of Information Act ("FOIA")." DIRECTV Enterprises, LLC is a licensee in the high—power Direct Broadcast Satellite ("DBS") service and a wholly owned subsidiary of The DIRECTV Group, Inc. As noted below, these documents have also been submitted by Telesat to Industry Canada, with a request that they be accorded confidential treatment. 3 5 U.S.C. § 552(b)(4).

FOR PUBLIC INSPECTION Exemption 4 of FOIA provides that the public disclosure requirement of the statute "does not apply to matters that are . . . (4) trade secrets and commercial or financial information obtained from a person and privileged or confidential."" DIRECTV is voluntarily providing this trade secret and commercial and financial information "of a kind that would not customarily be released to the public" in conformance with the documentation requested by the Commission staff in connection with similar applications filed previously by DIRECTV;" therefore, this information is "confidential" under Exemption 4 of FOIA." Moreover, DIRECTV would suffer substantial competitive harm if the Amended MOA were disclosed." In support of this request and pursuant to Section 0.459(b) of the Commission‘s rules," DIRECTV hereby states as follows: 1. IDENTIFICATION OF THE SPECIFIC INFORMATION FOR WHICH CONFIDENTIAL TREATMENT Is SoucHtT DIRECTV seeks confidential treatment of those portions of Amendment 1 that were redacted from the version that is being publicly filed in the above referenced proceeding. These portions of Amendment 1 describe the ongoing plan and process of implementing a capacity expansion of DIRECTV‘s Ku band DBS satellite system and therefore should be treated in the entirety as a trade secret. In the context of FOIA, a trade secret is defined as "as secret, commercially valuable plan, formula, process, or device that is used for the making, preparing, compounding, or processing of trade commodities and that can be said to be the end product of * Id. 5 See, e.g., DIRECTV Enterprises, LLC, 19 FCC Red. 15529 (Int‘l Bur. 2004). See Critical Mass Energy Project v. NRC, 975 F.2d 871, 879 (D.C. Cir. 1992). 7 See National Parks and Conservation Ass ‘n v. Morton, 498 F.2d4 765 (D.C. Cir. 1974). 8 47 C.F.R. § 0.459(b). ° 47 C.F.R. § 0.459(b)(1).

FOR PUBLIC INSPECTION either innovation or substantial effort. ""° The parties have extensively negotiated the terms of Amendment 1, including capacity leases and terms of the development and construction of a new DBS satellite. The arrangement is unique and competitively sensitive. Furthermore, certain categories of confidential commercial and financial information appear throughout Amendment 1, including without limitation the disclosure of business plans and commercial and financial terms negotiated between the parties. 2. DESCRIPTION OF CIRCUMSTANCEs Givinc RisE To tHE Susmission‘‘ Amendment 1 is being submitted to the Commission in conformity with requests for documentation from the staff for purposes of processing nearly identical STA requests filed by DIRECTV over the last two years. DIRECTV has submitted redacted versions of these documents with its publicly filed application, but anticipates that the staff will request to review the entire text as it did in connection with the prior applications. 3. EXPLANATION OF THE DEGREE TO WHICH THE INFORMATION IS COMMERCIAL OR FINANCIAL, OR CONTAINS A TRADE SECRET OR Is PriviLEczED" The information for which DIRECTV seeks confidential treatment contains sensitive commercial and financial information "which would customarily be guarded from competitors.""" Amendment 1 documents the details of a process by which DIRECTV has secured additional DBS capacity for the operation and expansion of its DBS system and intends to continue that arrangement subject to certain adjustments. In this regard, DIRECTV competes with its DBS competitors in the multichannel programming video distribution ("MVPD") 10 Public Citizen Health Research Group v. FDA, 704 F.2d 1280, 1288 (D.C. Cir. 1983); see also, AT&T Information Systems, Inc. v. GSA, 627 F. Supp. 1396, 1401 n.9 (D.D.C. 1986). it 47 C.F.R. § 0.459(b)(2). 12 47 C.F.R. § 0.459(b)(3). 13 47 C.FR. § 0.457.

FOR PUBLIC INSPECTION marketplace in efforts to find such new satellite capacity for service expansion; Amendment 1 is a unique arrangement to do so, and thus is very sensitive from a commercial standpoint. The information contained in Amendment 1 would not customarily be released by the persons from whom they are obtained and are therefore covered by Exemption 4 of FOIA when, as here, it is submitted by such persons to the Government. 4. EXPLANATION OF THE DEGREE TO WHICH THE INFORMATION CONCERNS A SERVICE THAT Is SUBJECT To COMPETITION"* DIRECTV competes in the MVPD marketplace and faces competition from terrestrial and satellite MVPD competitors. U.S. DBS competitors to DIRECTV with deployed U.S. DBS systems include EchoStar Communications Corporation, which appears to be actively in search of new sources of radio frequency capacity that can be used to provide direct—to—home satellite services. In addition, a number of foreign DBS systems have sought or may seek access to U.S. consumers, which will further increase competition to DIRECTV and place further constraints on DIRECTV system capacity."" 5. EXPLANATION oF How DISCLOSURE OF THE INFORMATION COULD RESULT In SUBSTANTIAL COMPETITIVE Harm‘"* Because Amendment 1 details the inter—related steps of a plan and process of developing a valuable source of additional DBS capacity for DIRECTV, the information for which DIRECTV seeks confidential treatment could be used by its competitors in attempts to disrupt the arrangement, causing substantial competitive harm to the DIRECTV business. In addition, if these competitors obtained access to the information for which DIRECTV seeks confidential 14 47 C.F.R. § 0.459(b)(4). See, e.g., Amendment ofthe Commission‘s Policies and Rules for Processing Applications in the Direct Broadcast Satellite Service, 21 FCC Red. 9443 (2006) (discussing the proposed entry of foreign DBS systems into the U.S. MVPD market). 16 47 C.F.R. § 0.459(b)(5).

FOR PUBLIC INSPECTION treatment, they could unfairly benefit from the time and resources that DIRECTV has expended in working towards the implementation of this new source of capacity, and "piggyback" on DIRECTV‘s efforts to negotiate similar arrangements. 6. IDENTIFICATION OF ANv MEASURES TAKEN By THE SUBMITTING PaRTY To PREVENT UNAUTHORIZED Discu.osuRre"" Amendment 1 contains provisions and Exhibits requiring both parties to maintain the confidentiality of proprietary information, which includes the terms of Amendment 1 itself."® Those materials include detailed procedures for use of proprietary information by representatives of both parties and require written consent of the other party for the release of any proprietary information. Upon termination of their agreement, the parties agree to cease use of all proprietary information and return or destroy such proprietary information, including all copies of such information in the possession of the other party. 7. IDENTIFICATION OF WHETHER THE INFORMATION Is AVAILABLE TO THE PUBLIC AND THE EXTENT OF ANY PREvIOUS DISCLOSURE OF THE INFORMATION TO THIRD ParRTIES" The redacted portions of Amendment 1 submitted today have not previously been disclosed to the public. Accordingly, DIRECTV requests that the Commission accord the information covered by this Request confidential treatment under Sections 0.457 and 0.459 of the Commission‘s rules. 17 47 C.F.R. § 0.459(b)(6). See, eg., Amendment 1, " 10 (ratifying and affirming all aspects of prior agreements not specifically amended) and Exhibit 1, DIRECTV 1R Lease, Schedule 1 4 1.2; Original MOA, § 8 and Exhibit A, Confidentiality and Nondisclosure Agreement; Original MOA, Exhibit B, DIRECTV 3 Lease, [ 8.1 and Exhibit B thereto; Amended MOA, 8 (incorporating prior Confidentiality and Nondisclosure Agreement). 19 47 C.F.R. § 0.459(b)(7).

FOR PUBLIC INSPECTION 8. JUSTIFICATION OF THE PERIOD DURING WHICH THE SUBMITTING PARTY AssERTS THAT MATERIAL SHOULD NOT BE AVAILABLE FOR PUBLIC DISCLOSURE*" DIRECTV requests that Amendment 1 be treated as confidential for a period of at least five years. This period matches the nondisclosure commitment of the parties to the agreement, which is market evidence of the time period necessary to protect the confidentiality of competitively sensitive proprietary information contained therein. Therefore, DIRECTYV‘s request for confidential treatment for a period of five years is reasonable. 9. OTHER InFoRMATION THAT DIRECTV BeuigvEs May BE UsEFUL INn AssEssSING WHETHER ITS REQUEST FOR CONFIDENTIALITY SHOULD BE GRANTED®‘ Amendment 1 has been submitted to Industry Canada, the Canadian regulator, for purposes of obtaining the regulatory approvals contemplated by that agreement, including the approval to operate the relocated DIRECTV 1R satellite at 72.5° W.L. Telesat has requested confidential treatment for Amendment 1, further underscoring the competitively sensitive nature of that agreement. Respectfully submitted, Airlhn,M.Pbbectis William M. Wiltshire Michael D. Nilsson HARRIS, WILTSHIRE & GRANNIS LLP 1200 Eighteenth Street, N.W. Washington, D.C. 20036 (202) 730—1300 Counselfor DIRECTYV Enterprises, LLC December 18, 2006 20 47 C.FR. § 0.459(b)(8). 21 47 C.F.R. § 0.459(b)(9).

Confidential AMENDMENT No. 1 To The MEMORANDUM OF AGREEMENT THIS Amendment No. 1 ("Amendment 1") to the MEMORANDUM OF AGREEMENT dated 6 October 2005 (the “Agrecmem") is made in duplicate and entered into as of the 22nd day of November 2006. BETWEEN: TELESAT CANADA, a company incorporated under the laws of Canada, located at 1601 Telesat Court, Gloucester, Ontario K1B 5P4, Canada. — (hereinafter referred to as "Telesat") AND: DIRECTV ENTERPRISES, LLC., a limited liability company incorporated under the laws of the State of Delaware, located at 2230 East Imperial Highway, El Segundo, California 90245, in the United States of America. (hereinafter referred to as "DIRECTV") Telesat and DIRECTV are hereinafter referred to individually as a "Party" or together as the "Parties". WHEREAS the Parties on December 23, 2003 entered into a Memorandum of Agreement (the "December 2003 MOA") which was subsequently amended and restated on March 10, 2005 (the "March 2005 MOA"), and further amended and restated on October 6, 2005 (the "Agreement"); WHEREAS the Parties have agreed to amend the Agreement as specifically stated herein; WHEREAS, Telesat desires to lease the DIRECTV 1 Satellite for its use either at the 82 W.L. or 91 W.L. orbital location in order to support its operations and provide services into Canada; and WHEREAS, DIRECTV desires to extend DIRECTV‘s Transponder Rights Period through December 31, 2009. NOW THEREFORE for mutual consideration the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree to amend the Agreement as follows: BMR

Amendment No. 1 to the Memorandum of Agreciment ~ DIRECTY and Telesat Confidentiat 1. New Paragraphs A.2 and A.3; The Parties agree to deletc Paragraphs A.2 and A.3 of the Agrosment and to replace it with the following new Paragraphs A.2 and A.3: "3. Lease of DIRECTV Satellites. Redacted a. DIRECTYV 3. The Parties have negotiated and executed the "Satellite Relocation & Lease Agreement", dated as of September 11, 2003, such agreement was superseded completely by a lease dated as of Decemmber 23, 2003 a copy of which is attached hereto as Exhibit C (the "DIRECTV 3 Lease Agreement"). The Partics agreed to amend the terms of the DIRECTV 3 Lease Agreement as sct out in the Amending Agreement attached to the Agreement as Exhibit D. i. DIRECTY DIRECTY has relocated the DIRECTY 2 satellite to the 82° W.L. Telesat Orbital location. The parties shall co—operate to take all actions to maximize the useful life of DIRECTV 2 including but not limited to opersting the satellite in inclined orbit if Telesat‘s service requirements can be gchieved, Telesat‘s use of the DIRECTV 2 satellite shall be until the end of life of the satellite and is pursuant to the Icase attached to the Agreement as Exhibit E (the "DIRECTV 2 Lease Agreement"), c. DIRECTYV 1. As soon as possible following the placement into service of a noew DIRECTY satellite to be known as DIRECTV 98 at the 101° W.L. orbital location, DIRECTY shall direct its satellite operator to relocate the DIRECTY 1R satellite to the 72.5° W.L. orbital location. Then, after traffic transfer from DIRECTV 1 to DIRECTYV 1R, Telesat shali tuove the DIRECTY 1 satellite to a Telesat Orbital (82° W.L, or 91° W.L). The relocations of the DIRECTV 1 and DIRECTV IR sateflites shall be sabject to the prior approval of the United States and Canadian government authorities. Both Partics agree to use ressonable commercial offorts to obtain such approvals. The Parties shall co—operate to take all actions to maximize the useful life of DJRECTYV 1 including but not limited to operating the satellite in inclined orbit if Telesat‘s service requirements can be achieved. Telesat‘s use of the DIRECTV 1 satellite shall be, at a minimum, untit March 1, 2009, and shall be pursuant to the lease attached hereto as Exhibit 1 (the "DIRECTVY 1 Lease Agreement") which the Partics agree to executeconcurrently with this Amendment 1. gar

Amendmert No. 1 to the Memorandum of Agreement — DIRECTV and Telesat Cenfidential 3. Relocation and Use of Satollites at 72.5.. In order to preserve Canada‘s ITU prority for the modification to the TTU Plan related to the use of BSS frequencies at the 72.5 Location and thereby permit the use of the 72.5 Location for service into all of Canada and into the United States, Canada was required to moct certain conditions related to the 72.5 Location by July 14, 2005, including having a sateilite with certain technical parameters in operation at the 72,5 Location by July 14, 2005, DIRECTV relocated the DIRECTYV 5 satellite to the 72.5 Location in order to meet the TTU requirements and subsequently replaced the DIRECTV 5 satellite with the DIRECTY 1 satellite at the 72.5 Localion. Pursuant to this Amendment 1, it is the Parties‘ intention that DIRECTYV will replace the DIRECTV 1 satellite at the 72.5 Location with the DIRECTV 1R satellite, and that the DIRECTV 1R satellite will be used by DIRECTY at such location until the end of the Transponder Rights Period as set forth in Section B. Paragraph 2. It is in an effort to accomplish the foregoing transactions (the "Transactions") that the Parties agree to their individual and joint undertakings described hercin, Each Party understands and agrees that neither Party will be required to continue pursuing the Transactions if cither Party fails to obtain, or it becomes reasonably certain that a Party will not obtain, the necessary regulatory approvals, licenses and authorizations from various governmental enfifies in the United States and Canada for the applicable Transaction, as more fully described herein ("Regulatory Approvals") and comply with all applicable requirements of law. Each Party shull be solely responsible for obtaining all of its respective Regulatory Approvals in a timely manner and at its expense {except where otherwise expressly provided for herein) to enable completion of the Transactions, and cach Party shall provide the other Patty with necessary information and coopetation in the processof seeking Regulatory Approvals." 2. New Paragraphs B.l.c.: The Partios agree to delete Paragraph B.1.¢ and replace it with the following new Paragraph B.1.¢: s & Redacted BA

Amendment Mo. 1 to the Memorandum of Agreement —DIRECTY and Telesat _ Conflidential 3. New Paragraph B.2.a: The Parties agree to delete Paragraph B.2.a of the Agreement and to tcplace it with the following new Paragraph B.2.a: "q, Redacted Redacted

Amendment No. I to the Memorandum of Agreement — DIRECTV and Trlesat Confidenttal Redacted 4. New Paragraph B.2.d: The Parties agree to delete Paragraph B.2.d of the Agreement and to replace it with the following new Paragraph B.2.d¢; "d. Redacted 8. New Paragraph B.3: The Parties agreo to delete Paragraph B.3 of the Agreement and to replace it with the following new Paragraph B.3: "3. Regulatory Corcspondence and Assistance. Telesat agrees that, if, in any fubire application(s) to regulatory authoritics or cortespondence or other communications with such authorities about the use of, DIRECTY 2, or DIRECTY 3, or DIRECTY 1, or DIRECTV 1R at a Telesat Orbital, Telesat mentions DIRECTV, Telesat shall obtain the prior written approval of DARECTYV before filing or submitting such material to the regulatory authonty." 6. New Paragraph C.1; The Parties agroc to delete Paragraph C.1 of the Agreoment and to replace it with the following newParagraph C.1: "L. Lease of DIRECTYV Satellites. As set out in Section A. Paragraph 2, the Parties have negotiated and agreed to the DIRECTV 3 Lcasc Agreement and the DIRECTY 2 Lease Agreement and the DIRECTYV 1 Lease Agreement." 7. Paragraph C.S5 Deleted: The Parties agree to delete Faragraph C.S from the Agreement. 8. New Paragraph D.1: The Parties agree to delets Paragraph D.1 of the Agreement and to replace it with the following new Paragraph D.1; 41, Redacted A Redacted gak

Amendment Mo. L to the Memorandum ofAgreement = DEBECTYV and Telesat Confideatial Redacted Redacted 9, New Paragraph D.2: The Pattics agree to delete Paragraph D.2 of the Agreement and to replace it withthe following new Paragraph 13.2; «3 Redacted Redacted gmk

Ameudment No. 1 to the Mempranduzs of Agreement — DIRECTY and Telesat Confidential Redacted 16 Entire Agreement, This Amendment 1, including the Exhibit aftached herceto, constitutes the entire agreement between the Parties, and supersedes and terminates all previous understandings, commitments or representations, concerning the subject matter hereof, Except as otherwise expressly stated in this Amendment 1, the Parties agree that the Agreement remains in full force and effect, and the Partics hercby ratify and affirm the Agreetient. IN WEFNESS WHEREOF, each Party has cxocuted this Amendment | to the Agreement in duplicate originals, through persons duly authorized to do so on their behalf, as of the date indicated above, notwithstanding the actual dates of execution. TELESAT CANADA MRECTYV ENTERPRISES, LLC By# chael W. Palkovic ul D. Bushk Its: \H’.‘_ Grcq‘dc«-.shofl [A Hté: Executive Vice President & CFO Cm&+¢ Deve { *!fli' . pate: [lea 12. 2006 Date: _ Nov, 22, 28046

EXHIBIT 1 DIRECTV 1R LEASE AGREEMENT

&Telesat D IR EC T V TELESAT CANADA — and — DIRECTV ENTERPRISES, LLC. SATELLITE RELOCATION AND LEASE AGREEMENT For DIRECTV 1 Dated as of November 22, 2006 CONFIDENTIAL + All information contained in or disclosed by this documentis confidential and proprietary to Telesat Canada and DIRECTV Enterprises, LLC. By accepting this material the recipient agrees that this material and the Information contained therein will be held in confidence and will not be reproduced in whole or in part except for purposes of this Agreement. It is understood that no right is conveyed to reproduce or have reproduced any Item herein contained without express written permission from Telesat Canada or DIRECTV Enterprises, LLC, as the case may be. CONFIDENTIAL

ONe Satellite Relocation and Lease Agreement — DIRECTV 1 F TE Article 1.0 Definitions Article 2.0 Relocation and Operation of Satellite Article 3.0 Service Commitment Article 4.0 Representations and Warranties Article 5.0 Additional Covenants and Termination Article 6.0 Miscellaneous 10 SCHEDULES: Schedule 1 Standard Terms and Conditions For Sateilite Relocation and Lease Agreement (1) CONFIDENTIAL

&Telesat SATELLITE RELOCATION AND LEASE AGREEMENT — DIRECTV 1 This Satellite Relocation and Lease Agreement dated as of November 22, 2006, between TELESAT CANADA (CCUSTOMER"), a corporation continued and existing under the laws of Canada, and DIRECTV ENTERPRISES, LLC (CDIRECTV"), a limited liability company incorporated under the laws of the State of Delaware. WHEREAS CUSTOMER has agreed to lease, and DIRECTV has agreed to furnish to CUSTOMER, the DIRECTV 1 Satellite at the rates and the other terms and conditions specified herein; NOW THEREFORE in consideration of the mutual agreements contained in this Agreement and other good and valuable consideration (the receipt and adequacy of which are hereby acknowledged), the Parties agree as follows: ARTICLE 1.0 — DEFINITIONS AND CONDITION PRECEDENT 1.1 As used in this Agreement and the recitals hereto, the followmg terms shall have the following meanings: "Agreement" means this Satellite Relocation and Lease Agreement and all schedules, appendices and instruments in amendment or confirmation of it; *hereof", "hereto", "herein" and "hereunder" and similar expressions mean and refer to this Agreement and not to any particular Article or Section; "Article" or "Section" of this Agreement followed by a number meansandreferstodtespecfledAmdeorSecbonofthIsAgmement "Authorization" means, with respect to any Person, any authorization, order, permit, approval, forbearance decision, grant, licence, consent, right, franchise, privilege or certificate of any Governmental Entity having jurisdiction over such Person, whether or not having the force of law. "Bell ExpressVu" means Bell ExpressVu Inc., in its capacity as general partner of Bell ExpressVu Limited Partnership. "CUSTOMER" means Telesat Canada, a corporation incorporated under the laws of Canada, and its successors and permitted assigns. "Designated Orbital Location" means either the 82° W.L. orbital position or the 91° W.L. orbital position as determined pursuant to Article 3.3. "DIRECTV 1 Satellite" means the satellite owned by DIRECTV and operating at the date of this Agreement at the 72.5° W.L. orbital position. "Effective Date" has the meaning ascribed thereto in Article 1.7. "Governmental Entity" 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; (if) any subdivision, agent, commission, board, or authority of any of the foregoing; or (iil) any 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 exercse of its governmental authority. ,smfl CONFIDENTIAL

Satellite Relocation and Lamse Agromment — DIRECTV 1 Bobween Talesat Canada and DIRECTY Enterprises, LLC Page 2 of 10 "Operations Agreement" means the agreement between the Parties for Satelite Operational Services dated June 23, 2004. "Parties"® means DIRECTV, CUSTOMER and any other person who may become party to this Agreement and "Party" means any one of them. "Person" means an individual, partnership, limited Hability company, corparation, joint stock company, brust, unincorporated association, joint venture or other entity of Governmmental Entity and pronouns have similarly extended meaning. "Required Authorizations" means, with respect to each Paity, all Authorizations and other notifications, licenses, permits, authorizations, approvals and consents of other Persons required for such Party to consummate the transactions contemplated by, and to perform its obligations under, this Agreement. "Service Commencement Date" has the meaning ascribed thereto in Article 3.2(b). "Standard Terms and Conditions" means the standard terms and conditions for the Sate|Re Relocation antd Lease Agreement set forth in Schedule 1. "Term" has the meaning ascribed thereto in Artice 3.2(a). 1.2 Capitalized terms used in this Agreement and not otherwise defined in this Agreement have the same meanings as in the Standard Terms and Conditions. 1.3 Gender and Number, Any reference in this Agreement to gender shall indude ail genders, and words importing the singular number onlyshail include the plural and vice versa. 14 Entire Agreement. This Agreement, including Schedules 1 to 3 attached hereto, and the @greements referred to herein or delivered pursuant hereto, supersedes all prior agreements, term sheets, letter of Intent, understandings, negotlations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof, except that this Agreement shall not supersede the Parties‘ amendment bo the Memorandum of Understarding, dated 2006, that addresses Telesat‘s lease of the DIRECTV 1 satellite, There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject malter of this Agreement, except as specifically set forth in this Agreement and the agreements referred to herein or delivered pursuant hereto. 1.5 Amendments, This Agraement may only be amended, modified or supplemented ty a written agreemenit signed by each of the Partiec. 1.6 Incorporation of Schedulas, The schedules attached hereto shall for all purposes hereof form an integral part of this Agreement. 1.7 Condition Precadent. Notwithstanding anything to the contrary contained herein, indluding execution of this Agreement by both Parties, this Agreement shall not become effective until both Parties have executed an amendment tothe curtent Memoraridum of Agreement, dated 6 October 2005, (the "MOA") with such amendmeant providing for Telesat‘s lease of the DIRECTV 1 Satellite C Redacted . sn T . gmk CONFIDENTIAL

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Sateilite Relocation and Lease Agreement — DIRECTV 1 Between Telesat Canada and DIRECTV Enterprises, LLC Page 4 of 10 (e) Customer shall be responsible for the provision, installation, operation, maintenance and for securing all necessary licenses and/or Authorizations for all earth station facilities and equipment for transmitting signals to, or receiving signals from, the Satellite. Any provision by DIRECTV to Customer of earth station or other terrestrial facilities or services shall be the subject of a separate agreement. gut, CONFIDENTIAL

Sutailite Relocation and Lease Agreement — DIRECTY 1 Setwean Tolesat Canada and DERECTV Enterprisas, LLC Page 5 of 10 ARTICLE 3.0 — SERVICE COMMITMENT 3.41 Service Commitment (a) CUSTOMER hereby agrees to subscribe for, and DIRECTV hereby agrees to fumish to CUSTOMER, subject to the terms and conditions of this Agreement, all RF channel services of the DIRECTV 1 Sateflite, Such services shall be used by Customer in any manner, as determined by CUSTOMER (hereinafter collectively referred to as "Customer RF Channel Services") on the DIRECTV 1 Satefite in accordance with this Agreement commendng immediatelyupon the Service Commencement Date. (b) The DIRECTYV 1 Satellite will be operated in fixed station orblt mode uniess CUSTOMER in its sole discration wishes to operate the satailite in inclined orbit in order to maximize fuel Hfe. 3.2 Term and Service Commencement Date (a) The term of this Agreement shall commente upon the date of execution of this Agreement and, subject to the earlier termination in accordanice with the terms hereof, terminate on March 1, 2009 (the "Initial Term"), Following expiry of the Initial Term, the tarm shall be subpmatically extended Redacted and continuing to the end of Iife of the DIRECTY i Sawflhs(filewtfilmmuusalwm\sbnsshaflberefmmher&asthe "Term"). As used herein, the "end of life" shall be the point in time at which the satellite is taken out of commercial operation when there is no longes sufficient fuel to operate the DIRECTV 1 Sateilite , whether the satellite is operated in inclined or fixed station ortit, and de—orbited to a location at least three hundred kilemetres (300 lon) above geostationary orbit. This and of life date, Redacted , is contemplated to be March 31, 2009, Redacted meict n mcwmnmmamammmmmwma Mulmifiwmwmnmm&nmmemdmwwww mapdmizing fuel life to extend end—of life for as long as possible. (6) DIRECTY acknowledges that CUSTOMER © Redacted _ The date of arival of the DIRECTV 1 Setellite at the Designated Orbital Location shall be the "Service Commencement Date". (c) The CUSTOMER may terminate this Agreement, _ Redacted (d} If Customer does not wish to use the DIRECTV 1 Satellite after March 1, 2009, but before th_e Sateifite‘s end uf Jfie“, Redacted 3.3 Designated Orbitat Location, TheCUSTOMER shall notify DIRECTV in vediting Redacted as to the location of the DIRECTV 1 Satedlite and such location shalt CONFIDENTIAL gak.

Sateflita Relocation and LeaseAgreement < DIRECTY 1 Betweon TelesatCanada and DERECTV Entarprises, LLC Page 6of 10 be referred to as the Designated Orbital Location. ‘Testing of the DIRECTY 1 Satellite shall be completed at such position. 3.4 Payments (a) Redacted (b) Redacted (c) Redacted 3.5 Rtresale. The Customer RF Channel Services may not be resoid or subleased for use by an entity or for service to or within the United States without CARECTV‘s prior written consant and in no event may the Customer RF Channel Services be used directly or indirectly to provide direct—to—home services to or within the United States, 3.6 Standard Terms and Conditions, in addition to the terms of this Agreement, the Stendard Terms and Conditions, sttached hereto as Schedule 1, are incorporated by reference in this Agreement and consttute an itegeal part of this Agreement. 3.7 Exclusion of Warranties, The DIRECTV 1 Satelite is expressly leased to Customer on an "as ts" basls. EIRECTV makes no representation or warranty regarding the Satefiite, and any such warranties are expressly exduded and disdaimed, including any warranty of merhantability or fitness for a particufar purpose, and any other warranty implled by statubte or rule of law, wat. CONFIDENTIAL

Satellité Relocation and Lease Agreament —DIRECTV 1 Botwoon Tolseat Canadp and DIRECTY Enterpriges, LLC Page 7 of 10 3.8 Redacted CONFLDENTIAL

Satellite Relocation and Lease Agreement—DIRECTV 1 Between Telesat Canada and DIRECTV Enterprises, LLC Page 8 of 10 ARTICLE 4.0 — REPRESENTATIONS AND WARRANTIES 4.1 Representations and Warranties. Each Party represents and warrants to the other Party, as of the date hereof and as of the Service Commencement Date, as follows and acknowledges and confirms that each other Party is relying thereon without independent inquiry in entering into this Agreement: (a) Organization and Qualification, |It is a corporation, duly incorporated, continued or amalgamated, and validly existing under the laws of the jurisdiction of its Incorporation, continuance or amaigamation, as the case may be, and is duty qualified, ficensed or registered to carry on business under the laws applicable to it in all jurisdictions in which the nature of its assets or business as currently conducted makes such qualification necessary or where the failure to be so qualified would have a material adverse effect on its ability to perform its obligations hereunder. (b) Corporate Power, It has all requisite corporate power and authority to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. (c) Authorizations, etc. The execution and delivery by it of this Agreement and the performance of its respective obligations hereunder, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all requisite corporate action and no Authorization under any applicable Law and no registration, qualification, notification, designation, declaration or filing with any Governmental Entity is or was necessary therefor except such as are in full force and effect, unamended, with the exception of those Authorizations required to fuifil the Relocation Condition Precedent. (d) Execution and Binding Obligation, This Agreement has been duly executed and delivered by it and constitutes legal, valid and binding obligations of it, enforceable against it in accordance with Its terms, except insofar as enforceability may be affected by applicable Laws relating to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors‘ rights generally or by principles governing the availability of equitable remedies. (e) No Breach or Violation. The execution and delivery of this Agreement and performance of its respective obligations under this Agreement and compliance with the terms, conditions and provisions hereof will not conflict with or result in a breach of any of the terms, conditions or provisions of: (i) its constitutive documents or by—laws; (if) any applicable law; ) any contractual restriction binding on it or affecting it or its properties (without regard to requirements of notice, passage of time or elections of any Person}; or (iv) any judgement, Injunction, determination or award which is binding on it. (f) Legal Proceedings. There is no judgement or order outstanding, or any action, suit, complaint, proceeding or investigation by or before any Governmental Entity or any arbitrator pending, or to the best of its knowledge, threatened, which, if adversely determined, would be reasonably expected to have a material adverse effect on its ability to consummate the transactions contemplated hereby or perform its obligations hereunder. (g) No Broker. It does not know of any broker, finder or intermediary involved in connection with the negotlations and discussions Incident to the execution of this Agreement, or of any broker, finder or intermediary who might be entitled to a fee or commission upon the consummation of the services contemplated by this Agreement. gmk CONFIDENTIAL

Sabellite Relocation and Loase Agrosment — DIRECTY 1 Rabween Telesat Conade and DIRECTV Enterprimas, LLC Page 9 of 10 ARTICLE 5.0 — ADDITIONAL COVENANTS AND TERMINATION 5.1 Redacted 5.2 General Rights and Remedies, Subject to the exdusions and fimitations of liability in the Standard Terms and Conditions, in the event any representation or warranty of any Party contained in this Agreement shall prove bo have been incorrect in any material respect when made or deemed to have been made or if any Party falls to perform, observe or comply with any of its covenants or ayreements contained in this Agreement, the other Party will be entitied to pursue all of its rights or remedles that are available at low or in equity. Nothing herein shall be deemed to preclude either Party from seeking injunctive rellef, i necessary, in order to prevant the other from wilfully or intertfonally breaching its obligations under this Agreement or to compel the other to perform its gbligations under this Agreament 5.3 Redacted 54 Additional Termination Rights, (a) The Satellite shall be taken out of commercial operation at the Designated Orbital Location if CUSTOMER and DIRECTV reasonably determine and mutually agree thatthere is less than Redacted of usable fuel remaining on the DIRECTV 1 Satellite and therefore there is no longer sufficent fuel to operate the DIRECTY 1 Satellite and maintain geosynchronaus orbit of the Designated Orbital Location within plus or minus 0.1 degress, as wel as allowing sufficent fuel for de—orbiting the Satellite at least 300 km above geostationary arbit. In this event, DIRECTV wilt provide such supporting analysis to CUSTOMER and the Parties shall mutualiy agree to an operational plan to deosbit the DIRECTV 1 Sateilite. This Agreement shall terminate effective the date of the DERECTV 1 Satellite aend of fife. (b) DIRECTV may terminate this Agreement % Redacted CONFICENTIAL

Satelite Relocation and Lease Agreement — DIRECTV 1 Between Telesat Canada and DIRECTV Enterprises, LLC Page 10 of 10 ARTICLE 6.0 — MESCELLANEOUS 6.1 Parties Obligated and Benefitted. This Agreement will be binding upon the Parties and their respective permitted assigns and successors in Interest and will enure solely to the benefit of the Parties and their respective permitted assigns and successors in Interest, and no other Person will be entitled to any of the benefits conferred by this Agreement or to rely on the provisions hereof in any action, suft, proceeding, hearing or other forum. Without the prior written consent of the other Party, no Party will assign any of its rights under this Agreement or delegate any of its duties under this Agreement, provided that either Party may, without the consent of the other Party, assign its rights and obligations hereunder to: (a) any Affiliate or successor Person in connection with any reorganization of its business; provided that: (i) the non—assigning Party is given 30 days‘ prior written notice of the proposed assignment or reorganization, as the case may be; and (}i) the proposed assignee has similar or better finandal creditworthiness and executes and delivers an assumption agreement pursuant to which the assignee assumes the obligations of the assigning Party hereunder in form and substance satisfactory to the other Party acting reasonably. Notwithstanding any such assignment of this Agreement or of a Party‘s rights and obligations hereunder, unless the other Party otherwise agrees, the assigning Party shall remain liable hereunder to the other Party to the same extent as if such assignment had not occurred in the event that and to the extent that the assignee fails to fully perform the assignor‘s obligations hereunder. 6.2 Notices, Any notice, request, demand, waiver or other communication required or permitted to be given under this Agreement will be in writing and will be deemed to have been duly given only if delivered in person or by first class, prepaid, registered or certified mail, or sent by courier or by overnight delivery service or by email, or, if receipt is confirmed, by fax: Telesat Canada DIRECTV Enterprises, LLC 1601 Telesat Court 2230 E. Imperial Highway Ofttawa, ON KIP5B4 B Segundo, CA 90245 Canada U.SA. Telephone: (613) 748—0123 Telephone: (310) 964—3982 Faceimile: (613) 748—8784 Facsimile: (310) 964—4883 Attention: Paxt D. Bush Attention: Chief Financial Officer Copy: Vice President, Law Copy: General Counsel Email: p.bush@telesat.ca Senior Vice President, Engineering Emalls bmregan@directv.com Jrbutterworth@directv.com Either Party may change the address to which notices are required to be sent by giving notice of such change in the manner provided in this Article. All notices will be deemed to have been received on the date of delivery or on the third Business Day after mailing or the next Business Day, If sent by overnight courler, in accordance with this Article, except that any notice of a change of address will be effective only upon actual receipt. 6.3 Expenses. Except as otherwise expressly provided herein, all costs and expenses (induding the fees and disbursements of legal counse}, investment advisers and auditors) Incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses, 6.4 Non—Merger. Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties of the Parties contained in this Agreement shall not merge on and shall survive the Service Commencement Date and, notwithstanding any investigation made by or on behalf of either Party, and shal} continue in full force and effect throughout the Term. 6.5 Governing Law/Compliance. This Agreement shall be governed by and Interpreted and enforced in accordance with the laws of the State of Michigan, U.S.A., (without giving effect to its conflict of CONFIDENTIAL

Satellite Relocation and Lease Agreement—— DIRECTV 1 Between Telesat Canada and DIRECTV Enterprises, LLC Page 11 of 10 law principles) and the Parties Irrevocably submit to the exclusive jurisdiction of the courts thereof. The Parties agree that in carrying out their respective activitles hereunder, all actions and those of the Parties‘ respective employees and/or agents shall be in compliance with all applicable faws and regulations, including, but not limited to, export laws and regulations. 6.6 Order of Precedence, In the event of a conflict between the provisions of this Agreement and the Standard Terms and Conditions of Schedule 1, the provisions of this Agreement shall take precedence over the terms contained in Schedule 1. 6.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same Instrument. IN WITNESS WHEREOF each of the parties hereto has duly executed this Agreement under the hands of its proper officers duly authorized in that behalf as of the day and yearfirst above written, TELESAT CANADA Name: _Faul D. Bush Tite:_ .L Broadcashae 3 Colfibed By:, Name:_JenaiSer E. Perkins Title: \I-P., Law DIRECTV E By: Name: Michael W, Palkovic Title: Executive Vice President & CFO sn nye CONFIDENTIAL

Schedule Standard Terms And Conditions For Lease of the DIRECTV 1 Satellite (This is Schedule 1 to the Satellite Relocation and Lease Agreement —— DIRECTV 1 between TELESAT CANADA and DIRECTV ENTERPRISES, LLC dated as of November 22, 2006) CONFIDENTIAL

i Telesat ds SUCHEDULE 1 STANDARD TERMS AND CONDITIONS FOR Sateilite Relocation and Lease Agreament me A. GENCRAL conditions of this Schedule, as such sgreemert May be amendéd, modified, supplemented, restated or replaced This Schadule contains the standard terms and conditions from time to time; which are applicable to the lease of the CIRECTV 1 Sateilite. References to the satelite shaft mean the DIRECTY i "CUSTOMER® has the same meaning set forth in t Laose Sabeilite. Al amounts quoted are in Linited States otlars. Agreement; "Term" means the duration for which Customer leases the 6. DEFLINIHIONS DIRECTV 1 Satelite, Induding aty extensions thereof, as "Alfiiate" means with respect to any Persori, any Gther specified in the Lease Agreement; and Person {i) directly: or indirectly: controfling. {Including: aft "User" means any user and/or reseifer of the DIRECTV 1 drectors, officers, members and partriers of such Person), Sateilite capacity furvished by DIRECTY under the Lease controlted by, or under direct or indirect ommmern control Agreement. vaith, such Pergon, or (@) that directy or Indiractly pwns more than 50% of any class of vating or equity secunties of Othercapitailzed terms used and not otherwiise defingd in\ such Person, A Person shall be deemed to control another this Schedule have the some rheanings as in the Lease Person if sudy Person posseises, directly or indrectty, the Agrcement. power to drect ar cause the direction of the management and poliges of the ather Persan, whether Ihrough the C. Reserved ownership of voling securitles or woting. Interests, by contract or otherwise; D. PAYMENT "Busingss Day" meansany day other than a Saturday, Sunday or a day on which banking institutions in Toronts, Ontarie or $. Montreal, Quebec are required as autherined to be diosed; Redacted "Channg" means a path for signal brangmission; "CUSTOMER® has the masning set forth in the Service Agreement, "Laws" meang alt valld, duly enacted or promuigated statutes, codes, ordinances, decress,. rules, requiations, munigpal bydaws, jJudclal or artitral or admintstrative or rninistenad or departmental or regulatoryjudgments, orders, 2. deasions, rulings or awards, policies having the force of lsw Redacted or any provisians. of the foregoing, Including. general princigles of common and oi taw and equity, binding on the Person refered to in the context in which such word is 3. used; and "Law" means any one of foregoing; Redacted C *Parky® means the parties to the Service Agrosment and their respective Succetsors and permitted assigns; 4. *Payment Account" means the account of| DIRECIV Redacted designated by notice In writing from fime to tme by DIRECTV to the CUSTOMER; *Proprietary Information" mearg atl |iformation with respect E. PERFORMANCE OF THE DIRECTV 1 SATELUTE to this Agreement that is disclosed Iy either CUSTOMER or 1. As stated in the wasalvusmsmmemflscw ee§ DIRECTV, induding: any technical speoifications, system Sateiite & being provided to the Customer, for designs, data or material which contains.. proprietary Customar‘s use, on an "as is" basis. Except for information and which is either: pmaedn?aawapn&xc)dmemmc 1/ in witten form clearly labelled as "Proprietary", the CUSTOMER shall bear all risks associated with the "Confidential® or sinilar designation; or performance of the DIRECTV 1 Sateilite, The Customer shatt niot be entitled to caim, and DIRECTV shall fot 2} if decieaed qrally, is identified as confidentiat at the time pay, any damages, losses, fines, fees, perialtics, otc. of oral disclosure and within twenty (20) days after such assoated with or related to the perfomnance of the @sdosire is furished to the recipient in & written DIRECTV 1 Sabeliite summary lnbelied "Proprietary", "Confidential® or sitilar designation; "Leits Agreement‘ means the Satelite Recation and Leese Agreemasnt entered into between the Partes herain, the terms and condiions of which include the tems and Telesat T&C #200—F Puge t of ? Rovemnber 2006

SYANDARL TERMS AND CONDITIONS FOR FULL PEREOD WHOLE RF CHANNEL SERVICES mamnsttvtintmenenensintinintom F. EXCLUDED The amounts due and paysble to DIRECTV are exdusive of all federal, provincal, state and municipal taxes directly related to the DIRECTV 1 Sateiite provided by DIRECTV. The CUSTOMER shall be responsible for the payment of any such taxes, fees or other charges impcsed by aty Governmert Entty {or any poiittical subdivision thereof) with reapect to the DERECTV 1 Sateliite, including but not limited Redacted to any fees or licanse costs impased by Industry Canada (or any smilar regulatory body) to allow the Sateflite to operate in the Designatad Orbitat Location andjor broadcast into Canada or ather country. For the purposes of this paragraph, Govenmental Entty maans any {i) muttinational, federal, provincial, state, muricipal, tocal or other government, gaverndrental or public depatment, central bank, court, commission, board, bureau, agency, or b} If the CUSTOMER terminates the Lease Agreesnent instrurentality, domestic or Foreiqn; ) any subdvision, in any tnanner Other than as set forth in Paragraph agent, commission, beard, or suthority of any of the foregoing; or {i#) any quas—governmental or private body 3.2(c), or If DIRECTV terminates the Leass valty exerosing any: regutatory, expropriation or. taxing Agreement in accordance with Section G.3 a) above, authority under or for the account of any of the foregoing, in each case in the proper exerdse of its governmnental outhority. Nobwithstanding the foregoing, DIRECTY shait be responsible for all taxes imposed by the United States Government Entty on the payments made by Customer for use of the DIRECTV 1 Satellite, 5. CONDITIONS 1.. tise of the DIRECTV 1 Satellite by the CUSTOMER: Redacted a) The CUSTOMER is prohibited from usng the DIRECTY 1 Sateiite or permitting these gervices to be used, for a purpose or in a mander that is contrary to Laws} and b) If the continaed use of the Sateilite would breach any order of & court of competent jurtsdiction, then DIRECTY shall have, in addibon to all other rights hargunder, the immediate fight to prevent the CLISTOMER from using the Sateilite to the extent, but only to the extent, nemessary and for the time necessary, as reasonably determined by DIRECTVY to peevent such breach from contriutng. dJ Termination rights under this Schedule shoHl be addtional to the terminabon rights set forth in the 3. Termination Lease Agreement. ) DIRECTY may terminate the Lease Agreement If: H. GENERALUIMITATIONS 1. Each of DIRECTV and the CUSTOMER shaif promptty notify the other upon Jearning. of any. anomiblies Redacted associated with the DIRECTV 1 Sateliite, &. DIRECTV does not represent nor warrant that Customer use of the DIRECTY 1 Sateilite wil be capubile of achieving any specific resuits in the CUSTOMER‘s business. CUSTOMER covenants indaumsflmmlndlflmwinflu warstanties or conditions with respect to the Suteilite, or any part thereof, its condition, durabliity or sultability for any particular use Redacted Including warranties or candittons of merchantability or fitness for any purpose or use, whether expressed or implled ty contract, tort (includiag negligonce and strict Kability}, statute or other legal theory, are axpressly excuded ind disclalimed. The CUSTOMER exprassly agrees that it waives all remodies ond/or claime of uny kind ngainst the manufacturar(s) of the Satailite, the operator of the sateilite, thei affiliates and/or Tolesal T&C #200—F Page 2 of 8 gmk Noverbar 2006

STANDARD TERMS AND CONDITIONS FOR FULL PERTOD WHOLE RF CHANNEL SERVICES subcontractors and/or the owner of tha provisions of this Section 1. Each Party‘s obligation to Satoliito, its afiliates and/or sub—contractors. hald information in confidence wil be satsfed if it exercses the came care with respect bo such 1. OF Information as it would exerdse in preserve the corfidenilality of its own similar information, but with no 1. less than a resgonable standard of care. 2. Redacted Exceptions Redacted Notwithetanding the above but subject to Section J.4, no Party shall be liable for disciasure of any such Progrietary Infortnation if the same:. a} is now or hereafter becomes avaiable to the public other than by way of distiosure by the redpient Party or any affilate thereof, or b} can be dameonstrated by recorded data #n its own files to be actuafly nown by the reciplent Party prior to being obtaned from the disclosing Party and such other sourcer are not beund by sinitar non—disclosure restrictions; or ¢) becomes availtable from other sources through no fault of the recipient Party; or d)} was dsdosed with, and in accordance with the Redacted terms of pror written approval of the Party daiming proprietary rights; or €) is required by Law. Compelied Disdosure In the event that a receiving Party becomes legaty compelled to. disciose Proprietary Information, such Porty will, to the extent practicable under the crcumstiarices, provide the disdesing Party with witten rotice thereof so that the diaclosing Party may seelc 3 protective order or other appropriate remedy. In any such event, the recelving: Party weill disdose only such information as is legally required and will evertise ressongble efforts to obtain proprietary treatment of any Proprietary Information being disdlosed. Injunctive Reliet J3, USE OF INPORMATION The Parties agree that, in the event of a breach or thraatened breach af the terms of these non—disdiasure 1. Oisclosure of Information obligations, the disdosing Party shail be entitied to seek It is recognized that technicat or other information may an injunction probibiting any such breach, The recaiving Party acknowledges that in the event that it breaches be discosed by ane Party to the other in the course of the activibes contemplated by the Lease Agreementand the terms of these non—dsdosure oblgations, the harm that the disdosing Party may desre to protect such suffered by the disdosing Party may not be adequataly Information against unrestnicted use or dsdosure. to compensated by manetary damages and, accordingly, others, To provide protection for such information, gadh the diedosng Party shall be entitied in seek a court Party agrees to respect such propratary and/or infunction in addition to any other remadies avatable at confidentlal information in accordance with the Tolesat TAC #200—F Page 3 of 6 November 2006

STANDARD TERMS AND CONDITIONS FOR FULL PERIOD WHOLE RF CHANNEL SERVICES law or In equity specifically enforcing the non—disclosure The Partles will execute and deliver to the other, from provisions herein. time to time during the Term, for no additional consideration, such further certificates, Instruments, Rights to Information records, or other documents, assurances or things as It is expressly understood by the Parties hereto that, may be reasonably necessary to give full effect to the except for the right to use Proprietary Information for Lease Agreement or this Schedule and to allow each i the purposes contemplated herein, neither Party has Party fully to enfoy and exercise the rights accorded by | granted to the other Party any other rights whatsoever it under the Lease Agreement or this Schedule, If such i in such information. In no case shall either Party requested further action will not impose any expense or 1 acquire any ownership rights and/or proprietary Interest material additional obligations on the Party from whom in the other Party‘s Proprietary Information, such further action is requested, Upon expiration or termination of the Lease Agreement, . Severability or any other time, all Proprietary Information in the possession of a Party shall, If requested in writing by the Any Artice, Section, Item or other subdivision of the Party that disclosed such Information, be either returned Lease Agreement or this Schedule or any other to the disclosing Party or, at the recelving Party‘s option, provision of the Lease Agreement or this Schedule destroyed provided certification of destruction is which is, or becomes iMlegal, Invalid or unenforceable provided. In all events, the receiving Party mayretain a shall be severed from the Lease Agreement or this single copy of all Confidential Information, as an archive Schedule, as the case may be, and be Ineffective to the record of the contents hereof, accessed solely in the extent of such Illegality, invalldity or unenforceabilty event of a dispute between the Parties concerning such and shall not affect or Impair the remaining provisions contents. hereof or thereof. . Resulting Contract GENERAL TERMS AND CONDITIONS ® The terms and conditions contained in this Schedule, Non—Performance shall form part of and be incorporated in the Lease Any delay or omission of a Party in the enforcement of Agreement, any provision of the Lease Agreement or this Schedule ——00000—— shall not affect the right of such Party thereafter to enforce the same provision, Nor shall the walver by a Party of any breach of any provision of the Lease Agreement or this Schedule be taken or held binding by such Party, uniess in writing, and such waiver shall not be taken or held to be a waiver of any future breach of the same provision or prejudice the enforcement of any other provision. Rights Cumulative Alf rights and remedies of each of the Parties under the Lease "Agregment or this Schedule will be curmulative, and the exerdse of one or more rights or remedies will not predude the exerdise of any other right or remedy available under the Lease Agreement or applicable Law. The Parties agree that each of them shall have the right to seek injunctive rellef, if necessary, in order to prevent the other Party from willfully breaching its respective obligations under the Lease Agreement or this Schedule or to compel the other Party to perform its respedtive obligations under the Lease Agreement or this Schedule. Joint Venture The provision of service by DIRECTV does not establish any foint undertaking, joint venture or partnership with the CUSTOMER or its agent, contractors, any other persons, firms, corporation or entity providing service or facilities to the CUSTOMER Time Time is of the essence under the Lease Agreement. If the last day permitted for the giving of any notice or the performance—of any act required or permitted under the Lease Agreement falls on a day which is not a Business Day, the time for the giving of such notice or the performance of such act will be extended to the next succeeding Business Day, 5. Further Actions Telesat T&C #200—F Page 4 of 6 November 2006


Document Created: 2006-12-20 11:26:49
Document Modified: 2006-12-20 11:26:49
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