exv10w32






Exhibit 10.32




SATELLITE SERVICE AGREEMENT FOR QUETZSAT-1




     THIS AGREEMENT between SES Latin America S.A. (“SES-LA”) ***, on the one hand, and EchoStar 77
Corporation (“Customer”), on the other hand, is made effective as of 24 November 2008 (the
“Effective Date”). Defined terms used in this Agreement have the meanings specified herein. This
Agreement constitutes the “New Satellite Agreement” contemplated by the 77° W.L. Agreement.



ARTICLE 1. SERVICE PROVIDED




     1.A. Scope. QuetzSat is the licensee of the BSS frequencies at the 77° W.L. orbital
location (the “Orbital Location”). SES-LA and its Affiliates intend to construct and launch a BSS
communications satellite designated as the “QuetzSat-1 Satellite” and QuetzSat intends to operate
the QuetzSat-1 Satellite in the Orbital Location. In accordance with and subject to the terms and
conditions of this Agreement, SES-LA has agreed to provide certain satellite services to Customer
and, as stated in Subsection 2.G(8), reserve certain of the capacity of the QuetzSat-1 Satellite in
observance of QuetzSat’s obligations set forth in the Concession. In accordance with and subject
to the terms and conditions of this Agreement, SES-LA shall provide to Customer, Customer shall pay
the applicable MRC for, and Customer (including DISH Network and EchoStar in accordance with their
respective Secondary Agreements) shall be entitled to utilize solely for the Intended Purpose, the
Service.



     The Service shall be provided in accordance with and subject to the terms and conditions set
forth in this agreement, including Attachments A — G (as listed below), which are hereby
incorporated by reference in their entirety (collectively, the “Agreement”). In the event of any
conflict or inconsistency between the terms and conditions set forth in the body of this Agreement
and the terms and conditions set forth in any Attachment hereto, then the terms and conditions set
forth in the body of this Agreement shall control.



     Attachment A — ***



     Attachment B — ***



     Attachment C — ***



     Attachment D — ***



     Attachment E — ***



     Attachment F — Concession



     Attachment G — ***


1.B. Terms Related to Construction Contract, Launch Service Agreement, and Insurance.




     1.B(1) [Reserved]



     1.B(2) SES-LA shall (a) enter into a contract (the “Construction Contract”) with Vendor for
the construction of the QuetzSat-1 Satellite, (b) enter into a Launch Service Agreement for the
launch of the QuetzSat-1 Satellite, and (c) negotiate insurance contracts with insurers for the
launch and for the first year (or such period as is then commercially available) of in-orbit
operation for the QuetzSat-1 Satellite.



     1.B(3) SES-LA, Customer, DISH Network and EchoStar shall collaborate in good faith toward
reaching agreements on the Technical Performance Specifications and other requirements for, and
toward the successful construction, insurance and launch of, the QuetzSat-1 Satellite, *** The
proposed *** are described in
Attachment E. Upon reaching agreement on the Technical Performance Specifications for the
QuetzSat-1 Satellite in accordance with this Subsection 1.B(3), SES-LA and Customer shall mutually
agree upon the necessary modifications, if any, to (x) Attachment B ***, and


 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



 









 







(y) Attachment D *** in each case to reflect
the terms of such Technical Performance Specifications.



     Subject to the parties’ respective rights and obligations set forth in the immediately
preceding paragraph, the parties shall use commercially reasonable efforts to cause the execution
of the Construction Contract as soon as reasonably practicable and complete the Technical
Performance Specifications as soon as reasonably practicable, in each case in accordance with the
steps outlined in this paragraph and the immediately following paragraph. Upon completion, *** attached hereto as Attachment A, and shall be deemed
to be incorporated herein by reference in their entirety. ***



     1.B(4) ***



     1.B(5) Subject to any applicable ITAR and EAR restrictions and Vendor’s standard security
procedure requirements, Customer, DISH Network and EchoStar shall be permitted to participate in
and be present at: ***. Participation by Customer, DISH Network and EchoStar as contemplated
herein shall include attendance by their employees and U.S. citizen representatives at such events
and meetings, consultation with Customer, DISH Network and EchoStar on engineering decisions that
affect the Satellite’s performance (including the ability to meet the applicable Technical
Performance Specifications) and the review of relevant reports and test results. When available,
SES-LA shall distribute un-redacted versions of all design review documents to Customer, DISH
Network and EchoStar. SES-LA shall also instruct Vendor to make available to Customer, DISH
Network and EchoStar and their U.S. citizen representatives access to un-redacted versions of all
technical documents under the Construction Contract, including without limitation the spacecraft
performance specification. With reasonable prior notice, Customer, DISH Network and EchoStar shall
be permitted, ***, to view program hardware in progress in accordance with Vendor’s access policies
and procedures. Subject to any confidentiality restrictions set forth in the Construction
Contract, Customer, DISH Network and EchoStar and their U.S. citizen representatives shall be
provided access, ***, to all work, *** provided that such access does not unreasonably interfere
with such work or any other work. Customer, DISH Network and EchoStar and their U.S. citizen
representatives shall be provided access, ***, to work being performed pursuant to the Construction
Contract in Vendor’s subcontractors’ facilities to the extent Vendor obtains such access, subject
to the right of Vendor and SES-LA (or its designee) to accompany Customer, DISH Network and
EchoStar and their U.S. citizen representatives on any such visit and subject further to the
execution by Customer, DISH Network and EchoStar and their U.S. citizen representatives of
non-disclosure or similar agreements as may be required by said subcontractors. ***



     1.B(6) In the event that Customer requests a modification of any Satellite *** in compliance
with Subsection 1.B(6) of each of the Secondary Agreements, then SES-LA shall negotiate in good
faith with Vendor and in accordance with SES-LA’s obligations under Subsection 3.A(10) to implement
such modification. *** SES-LA and Customer agree to negotiate, in advance and in good faith, the
necessary changes to this Agreement, if any, reasonably related to such modifications, prior to
implementing any such modifications. *** Customer further acknowledges that any such modification
may also require additional approvals or authorizations (a) from SCT, COFETEL and/or other Mexican
Governmental Entities and/or the ITU, which SES-LA shall use its commercially reasonable efforts to
***, and/or (b) from the FCC and/or other United States Governmental Entities, which Customer shall
use its commercially reasonable efforts to cause DISH Network and/or EchoStar, as applicable, to
obtain. Upon the request of SES-LA, Customer agrees to provide reasonable support and to use
commercially reasonable efforts to cause DISH Network and EchoStar to provide reasonable support,
as soon as reasonably practicable, to assist SES-LA in the regulatory process for the approvals and
authorizations described in clause (a) of the preceding sentence. Upon the request of Customer,
SES-LA agrees to
provide reasonable support, as soon as reasonably practicable, to assist Customer, DISH
Network and EchoStar in the regulatory process for the approvals and authorizations described in
clause (b) of the preceding sentence,


 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



2









 







***. In the event that, notwithstanding such commercially
reasonable efforts by SES-LA and/or Customer, as applicable, such reasonable support from SES-LA
and/or Customer, as applicable, and such commercially reasonable efforts by Customer to cause DISH
Network and EchoStar to provide such reasonable support *** any required additional approvals or
authorizations are not obtained, then no modifications to the Satellite shall be made.



     1.B(7) SES-LA agrees to keep Customer promptly apprised of all material third party
discussions related to the Launch Service Agreement. *** Subject to any applicable ITAR and EAR
restrictions, Customer, DISH Network and EchoStar and their U.S. citizen representatives shall be
permitted to participate in reviews of each of LSA Vendor’s milestone events with respect to launch
of the Satellite. Customer and Customer’s guests may at Customer’s expense attend the launch of
the Satellite.



     1.B(8) SES-LA agrees to keep Customer promptly apprised of all material third party
discussions related to insurance. SES-LA shall collaborate with and include Customer, DISH Network
and EchoStar in all significant decisions related to insurance, including without limitation the
placement of insurance, ***. SES-LA shall use commercially reasonable efforts to include terms in
the insurance policies that would include a return of all premiums (or as much of such premiums as
possible) in the event of a cancellation of the policies.



     1.B(9) ***



     1.B(10) ***



     1.B(11) Customer acknowledges and agrees that it is SES-LA’s intention to procure commercial
launch and in-orbit insurance covering the Net Book Value of the Satellite *** based on an
allocation of such Net Book Value to the various payloads on the Satellite, as determined by mutual
agreement of SES-LA, Customer, DISH Network and EchoStar subsequent to execution of the
Construction Contract (and subject to later modification by mutual agreement of such parties). The
terms and conditions of this Agreement shall be equitably adjusted as necessary to reflect the
original or modified allocation (e.g., the formula in clause (e) of Subsection 2.H(3), *** Attachment B, and the terms and conditions referencing a Failed Payload may need
adjustment). Upon the request of SES-LA, Customer, DISH Network or EchoStar, SES-LA, Customer,
DISH Network and EchoStar shall use commercially reasonable efforts to mutually agree upon the
original allocation or a modified allocation. ***



     1.B(12) SES-LA shall use commercially reasonable efforts to obtain specific payload-level
insurance coverage (i.e., in the initial launch coverage and the subsequent in-orbit coverages),
consistent with the allocation of Net Book Value determined under Subsection 1.B(11). During such
periods of the Service Term in which no such payload-level coverage exists, the references to
“Failed Payload” in Subsection 2.A(3), Subsection 2.C(2), Subsection 5.B(1) and Subsection 7.B(1)
shall be disregarded. During such periods of the Service Term in which such payload-level coverage
exists, the foregoing references shall apply and the terms and conditions of this Agreement shall
be equitably adjusted as necessary to reflect the existence of such coverage.


1.C. Service Term. The term for Service (the “Service Term”) on any Satellite *** shall
commence on the In-Service Date for that Satellite, and, except as otherwise provided herein, shall
expire on the earlier of ***



1.D. Notices. All notices regarding technical or operational matters requiring immediate attention
shall be given by telephone to the telephone numbers set forth below for Customer and the telephone
number set forth in the User’s Guides for Technical Representative (on behalf of SES-LA) and shall
be followed by written notification in accordance with the procedure set forth below. Any other
notice
required or permitted to be given hereunder shall be in writing and shall be sent by facsimile
transmission or by

 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



3









 






overnight courier service, charges prepaid, to the party to be notified,
addressed to such party at the address set forth below, or sent by facsimile to the fax number set
forth below, or such other address or fax number as such party may have substituted by written
notice to the other party. The sending of such notice with confirmation of receipt thereof (in the
case of facsimile transmission) or receipt of such notice (in the case of delivery by overnight
courier service) shall constitute the giving thereof.




     If to be given to Customer:



          Attn: ***



          cc: ***



     If to be given to SES-LA:



          Attn: ***



           cc: ***



     Customer’s 24-Hour Emergency Telephone # for Technical/Operational Issues:



     ***


1.E. ***




ARTICLE 2. PAYMENTS AND OTHER CONSIDERATIONS/ FUTURE SATELLITES



***




     2.A(2) [Reserved]



     ***



     2.A(5) [Reserved]



     2.A(6) [Reserved]


2.B. Monthly Recurring Charges.




     2.B(1) ***



     2.B(2) [Reserved]



     2.B(3) ***



     2.B(4) ***



     2.B(5) At an appropriate time, and from time to time in the event that Customer exercises its
right in Subsection 2.G(10) to locate the Satellite at an Alternate Orbital Location after receipt
of, and consistent with, Unanimous Instructions pursuant to Subsection 2.G(10) of each of the
Secondary Agreements and as otherwise necessary, SES-LA, Customer, DISH Network and EchoStar shall
collaborate in good faith as to the methods by which TT&C will be provided for the QuetzSat-1
Satellite, provided that, *** such methods must meet the minimum requirements of the Concession
when the Satellite is located at the Orbital Location. With respect to periods when the QuetzSat-1
Satellite is located


 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



4









 




at the Orbital Location, such collaboration shall include without limitation the
following topics: (x) location of TT&C facilities in Mexico in accordance with the terms and
conditions of the Concession, and whether to build a facility or contract for services from a third
party; and (y) tax considerations, including with respect to permanent establishments. SES-LA
agrees to keep Customer, DISH Network and EchoStar promptly apprised of all material third party
discussions related to TT&C for the QuetzSat-1 Satellite. SES-LA shall collaborate with and
include Customer, DISH Network and EchoStar in all significant decisions related to TT&C for the
QuetzSat-1 Satellite, including without limitation the purchase of TT&C equipment and other
terrestrial facilities necessary to perform TT&C services, although the parties agree that SES-LA
shall make the final decisionswith respect to TT&C for the QuetzSat-1 Satellite (provided that such
decisions are consistent with SES-LA’s obligations under this Agreement). ***




     2.B(6)***


2.C. Monthly Recurring Charges Adjustments/Refunds.




     2.C(1) *** In the event of a Satellite Failure for any reason whatsoever, Customer’s
obligation to pay the MRCs due for the period after the Satellite Failure shall automatically
terminate as of the date of the Satellite Failure, ***. SES-LA shall refund to Customer any MRCs
paid for periods subsequent to the date of a Satellite Failure, including the period between and
including the date of the Satellite Failure and the date upon which it is determined that a
Satellite Failure has occurred.



     2.C(2)***


2.D. MRC Calculation and Audit Rights. ***



2.F. Taxes and Other Charges. *** SES-LA represents that, as of the date hereof, it has
no actual knowledge of any Taxes (1) which would be or are proposed to be levied on SES-LA or any
of its Affiliates by any Governmental Entities, (2) which would apply or are proposed to apply to
the Service at the Orbital Location or the facilities used to provide the Service at the Orbital
Location to Customer, or ***. The parties shall use their respective commercially reasonable
efforts to support each other in (a) the optimization of tax-related strategies, and (b) actions
against the establishment of new Taxes that would be payable or reimbursable by Customer pursuant
to this Section 2.F ***



2.G. Terms Applicable to the QuetzSat-1 Satellite.




     2.G(1) SES-LA Authorizations. *** SES-LA agrees to use commercially reasonable efforts to
maintain the Concession and to pursue, secure, as soon as reasonably practicable, and maintain all
other Authorizations necessary for the Service Term from SCT, COFETEL, all other Mexican
Governmental Entities and the ITU to (a) locate the QuetzSat-1 Satellite at the Orbital Location,
and (b) permit (i) TT&C functions for the Satellite at the Orbital Location to be uplinked from an
earth station in Mexico, (ii) DISH Network and its Affiliates to uplink video, data and audio
services from the United States to, and downlink video, data and audio services into the United
States, Mexico and Central America from, the DISH Payload using the 77o W.L. Frequencies utilized
by the DISH Payload at the Orbital Location, (iii) EchoStar and its Affiliates to uplink video,
data and audio services from the United States to, and downlink video, data and audio services into
the United States, Mexico and Central America from, the EchoStar Payload using the 77o W.L.
Frequencies utilized by the EchoStar Payload at the Orbital Location, (iv) DISH Network and its
Affiliates to use the QuetzSat-1 Satellite at the Orbital Location consistent with the Technical
Performance Specifications and for the Intended Purpose, and (v) EchoStar and its Affiliates to use
the QuetzSat-1 Satellite at the Orbital Location consistent with the Technical Performance
Specifications and for the Intended Purpose, with the exception of the separate concession
that is required to provide direct-to-home


 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



5









 







service into Mexico from the QuetzSat-1 Satellite
and any additional authorizations specifically relating thereto (collectively, the “77° W.L.
License”). (The parties acknowledge and agree that *** (y) the reference in the foregoing clauses (iv) and
(v) to the Intended Purpose is not intended and shall not be construed to foreclose Customer, DISH
Network and EchoStar from use of the QuetzSat-1 Satellite for other authorized purposes.) SES-LA
agrees to use commercially reasonable efforts to respond promptly to requests for further
information from SCT, COFETEL, other Mexican Governmental Entities and the ITU. *** SES-LA
agrees to consult regularly with Customer during the regulatory process for the 77° W.L. License,
and shall advise Customer on a timely basis of all material developments concerning such process.
SES-LA agrees that if any filing or submission made by SES-LA during the regulatory process for the
77° W.L. License mentions Customer, DISH Network and/or EchoStar, or any of the terms or conditions
set forth in this Agreement, then it shall obtain the prior approval of each of those mentioned
(i.e., from among Customer, DISH Network and/or EchoStar) before filing or submitting material to
any Governmental Entities, such approval not to be unreasonably withheld or delayed. Upon the
request of SES-LA, Customer agrees to provide reasonable support, and to use commercially
reasonable efforts to cause DISH Network and EchoStar to provide reasonable support, in each case
as soon as reasonably practicable, to assist SES-LA in the regulatory process for the 77° W.L.
License. ***



     2.G(2) Customer Authorizations. Customer agrees to cause DISH Network to use commercially
reasonable efforts at the expense of DISH Network to pursue, secure, as soon as reasonably
practicable, and maintain all Authorizations necessary for the Service Term from United States
Governmental Entities (including without limitation the FCC and Department of State) to permit (a)
DISH Network to uplink video, data and audio services from the United States to, and downlink
video, data and audio services into the United States, Mexico and Central America from, the DISH
Payload using the 77o W.L. Frequencies utilized by the DISH Payload at the Orbital Location, and
(b) DISH Network to use the QuetzSat-1 Satellite at the Orbital Location consistent with the
Technical Performance Specifications and for the Intended Purpose, including without limitation all
necessary blanket authorizations of earth stations (with respect to the number of earth stations
reasonably deemed necessary by Customer from time to time) seeking to receive direct-to-home
transmissions in the United States from the QuetzSat-1 Satellite at the Orbital Location
(collectively, the “DISH FCC Approvals”). Customer further agrees to cause EchoStar to use
commercially reasonable efforts at the expense of EchoStar to pursue, secure, as soon as reasonably
practicable, and maintain all Authorizations necessary for the Service Term from United States
Governmental Entities (including without limitation the FCC and Department of State) to permit (aa)
EchoStar to uplink video, data and audio services from the United States to, and downlink video,
data and audio services into the United States, Mexico and Central America from, the EchoStar
Payload using the 77o W.L. Frequencies utilized by the EchoStar Payload at the Orbital Location,
and (bb) EchoStar to use the QuetzSat-1 Satellite at the Orbital Location consistent with the
Technical Performance Specifications and for the Intended Purpose (collectively, the “EchoStar FCC
Approvals”). (The parties acknowledge and agree that the references in the foregoing clauses (b)
and (bb) to the Intended Purpose are not intended and shall not be construed to foreclose Customer,
DISH Network and EchoStar from use of the QuetzSat-1 Satellite for other authorized purposes.) ***


 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



6









 







*** In connection with the foregoing and in consultation with SES-LA,
Customer agrees to use commercially reasonable efforts to cause DISH Network to file all documents
and take all actions reasonably necessary to obtain the DISH FCC Approvals as soon as reasonably
practicable and EchoStar to file all documents and take all actions reasonably necessary to obtain
the EchoStar FCC Approvals as soon as reasonably practicable. Customer agrees to use commercially
reasonable efforts to cause DISH Network and EchoStar to respond promptly to requests for further
information from United States Governmental Entities. Customer agrees to cause DISH Network to
consult regularly with SES-LA during the regulatory process for the DISH FCC Approvals and EchoStar
to consult regularly with SES-LA during the regulatory process for the EchoStar FCC Approvals, and
shall advise SES-LA on a timely basis of all material developments concerning such process.
Customer agrees that if any filing or submission made by DISH Network or EchoStar during the
regulatory process for the FCC Approvals mentions SES-LA or any of the terms or conditions set
forth in this Agreement, then it shall obtain the prior approval of SES-LA before filing or
submitting material to any Governmental Entities, such approval not to be unreasonably withheld or
delayed. Upon the request of Customer, SES-LA agrees to provide reasonable support, as soon as
reasonably practicable, to assist Customer, DISH Network and EchoStar in the regulatory process for
the FCC Approvals, and to use best reasonable efforts to cause the then-current Mexican citizen
shareholders in QuetzSat to provide such reasonable support ***



     2.G(3) Concession. Customer and SES-LA acknowledge the terms and conditions for the
concession to occupy the Orbital Location, develop its corresponding BSS frequencies, and broadcast
and receive signals established and issued by SCT to QuetzSat on 2 February 2005 (the
“Concession”)(a copy of which is appended to this Agreement as Attachment F).



     2.G(4) Coordination.



          2.G(4)(a) ***



           2.G(4)(b) ***



          2.G(4)(c) ***



     2.G(5) [Reserved]



     2.G(6) ***



     2.G(7) [Reserved]



     2.G(8) Capacity Obligation. The parties acknowledge QuetzSat’s obligation (the “Capacity
Obligation”) *** Customer shall be responsible for meeting all requirements related to the
Capacity


 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



7









 




Obligation, including any requirements resulting from the failure of capacity provided on the
QuetzSat-1 Satellite or failure of the Alternate Capacity in the manner described in Subsection
2.G(8) of each of the Secondary Agreements. Upon the request of Customer, SES-LA agrees to provide
reasonable support, as soon as reasonably practicable, to assist Customer in meeting all
requirements related to the Capacity Obligation, and to use best reasonable efforts to cause the
then-current Mexican citizen shareholders in QuetzSat to provide such reasonable support ***




     2.G(9) ***



     2.G(10) ***



     2.G(11) ***



     2.G(12) ***


     2.H(1)(b) [Reserved]


     ***




     2.H(2)(b) [Reserved]


     2.H(2)(c) ***


     2.H(3)(e) ***




ARTICLE 3. REPRESENTATIONS, WARRANTIES AND COVENANTS



3.A. SES-LA’s Representations, Warranties and Covenants. SES-LA hereby represents,
warrants and covenants to Customer as follows:




     3.A(1) It is a limited liability company (Société Anonyme) duly organized, validly existing
and in good standing under the laws of Luxembourg. It is duly licensed or qualified to do business
as a foreign entity in all jurisdictions where the failure to be so qualified would materially
adversely affect its ability to perform its obligations hereunder. It has all requisite power and
authority to own its properties and carry on its business as now conducted.



     3.A(2) Subject to the Board of Directors approval contemplated by Section 10.Q, the execution,
delivery and performance (as provided herein) by SES-LA of this Agreement has been duly authorized
by all requisite corporate action of SES-LA (including without limitation any necessary action of
its directors and shareholders) and will not violate any applicable provisions of law or any order
of any court or any agency of government and will not conflict with or result in a breach under (a)
its constating documents, or (b) any material agreement to which SES-LA is a party or by which it
is bound. This Agreement is a legal, valid and binding obligation of SES-LA, enforceable in
accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally.



     3.A(3) SES-LA has not retained or authorized anyone to represent it as a broker or finder in
connection with this Agreement.



     3.A(4) ***



     3.A(5) [Reserved]


 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



8









 





     3.A(6) Neither SES-LA nor any of its Affiliates shall place another satellite in service that
would cause interference with the 77o W.L. Frequencies.



     3.A(7) ***



     3.A(8) Except with respect to the “QuetzSat-1” designation, SES-LA hereby grants to Customer
and any successor owner of the QuetzSat-1 Satellite and their respective Affiliates (a) a
non-exclusive, royalty-free, fully-paid-up and irrevocable license under all patents, copyrights,
trade secrets and other intellectual property of SES-LA and its Affiliates necessary for Customer
to use the QuetzSat-1 Satellite for the purposes permitted hereunder *** such license to expire on
the expiration or termination of this Agreement (except in the case of a Purchased Satellite, for
which such license shall expire on the End-of-Life of the Purchased Satellite), and (b) the right
to sub-license the license described in clause (a) to DISH Network and/or EchoStar and/or their
Affiliates under terms that are consistent with clause (a).



     3.A(9) ***



     3.A(10) ***



     3.A(11) [Reserved]



     3.A(12) [Reserved]



     3.A(13) ***



     3.A(14) ***



     3.A(15) ***



     3.A(16) ***



     3.A(17) ***



     3.A(18) ***



     3.A(19) ***



     3.A(20) ***



     3.A(21) ***


3.B. Customer’s Representations, Warranties and Covenants. Customer hereby represents,
warrants and covenants to SES-LA as follows:




     3.B(1) It is a corporation duly organized, validly existing and in good standing under the
laws of Delaware. It is duly licensed or qualified to do business as a foreign entity in all
jurisdictions where the failure to be so qualified would materially adversely affect its ability to
perform its obligations hereunder. It has all requisite power and authority to own its properties
and carry on its business as now conducted.



     3.B(2) Subject to the Board of Directors approval contemplated by Section 10.Q, the execution,
delivery and performance (as provided herein) by Customer of this Agreement has been duly
authorized by all requisite corporate action of Customer (including without limitation any
necessary action of its directors


 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



9









 







and shareholders) and will not violate any applicable provisions
of law or any order of any court or agency of government and will not conflict with or result in a
breach under (a) its Articles of Incorporation or By-Laws, or (b) any material agreement to which
Customer is a party or by which it is
bound. This Agreement is a legal, valid and binding obligation of Customer, enforceable in
accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally.



     3.B(3) Customer has not employed or authorized anyone to represent it as a broker or finder in
connection with this Agreement.



     3.B(4) ***



     3.B(5) Customer shall properly illuminate and shall use commercially reasonable efforts to
cause third parties that Customer authorizes to use the Service to properly illuminate the
Transponders.



     3.B(6) [Reserved]



     3.B(7) ***



     3.B(8) ***



     3.B(9) ***



     3.B(10) ***



     3.B(11) ***



     3.B(12) ***


***




ARTICLE 4. SERVICE RESPONSIBILITIES



4.A. Laws and Regulations Governing Service. Construction, launch, location and operation
of the Satellite, SES-LA’s satellite system, and Customer’s and SES-LA’s performance of all
obligations pursuant to this Agreement, are subject to all applicable laws and regulations of
Mexico, the United States and other relevant jurisdictions, including without limitation ITAR and
EAR, the Ley Federal de Telecomunicaciones (Mexico), as amended, the Communications Act, all
applicable policies, decisions, orders, rules and regulations of SCT, COFETEL, COFECO and the FCC,
and coordination agreements with other operators and administrations, provided that it is
understood that location and operation of the Satellite at the Orbital Location shall be subject to
the licensing jurisdiction of Mexico and that the United States shall not have responsibility for
the Satellite during its location and operation at the Orbital Location. Unless otherwise
specified in this Agreement *** this Section 4.A shall take precedence over any terms and
conditions of this Agreement that could otherwise result in an action contrary to applicable laws
and regulations.



4.B. Use Conditions.




     4.B(1) Customer shall use the Service in accordance with (a) all applicable laws and
regulations *** and (b) the conditions of use to be contained in a Commercial Operations Systems
User’s Guide to be agreed to by SES-LA, Customer and DISH Network with respect to the DISH Payload
and a Commercial Operations Systems User’s Guide to be agreed to by SES-LA, Customer and EchoStar
with respect to the EchoStar Payload (collectively the “User’s Guides”). *** Customer shall not
use the Service for any


 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



10









 







unlawful purpose, including violation of laws governing the content of
material transmitted using the Service. ***
SES-LA shall also provide continuous monitoring of the Satellite in accordance with generally
accepted industry standards.



     4.B(2) ***



ARTICLE 5. OPERATIONAL MATTERS



5.A. Service Access. Customer is responsible for providing, operating and maintaining the
equipment necessary to access the Satellite and Service. When signals are being transmitted from
an earth station provided by Customer, Customer shall be responsible for proper illumination of the
Transponders. Should improper illumination be detected by SES-LA, Customer shall be notified and
shall take corrective action promptly. *** Customer at its expense shall provide SES-LA with any
descrambling or decoding devices that may be required for signal monitoring. At a mutually agreed
time, and prior to Customer transmitting from its earth station(s), Customer shall demonstrate to
SES-LA’s designated Technical Operations Center that its earth station(s) comply with the satellite
access specifications contained in the User’s Guides.



***



5.C. Certain Other Operational Matters.



***



ARTICLE 6. INDEMNIFICATION


***



ARTICLE 8. CONFIDENTIALITY AND NONDISCLOSURE



8.A. Certain Information Regarding Service. Except for disclosures required by a court or
governmental agency or to assignees permitted under Section 10.I, each party hereby agrees not to
disclose to third parties (without the prior written consent of the other party) the material terms
and conditions of this Agreement and the Secondary Agreements (including but not limited to the
prices, payment terms, schedules, protection arrangements, and restoration provisions thereof), and
all information provided to Customer, DISH Network and EchoStar and SES-LA related to the design
and performance characteristics of the Satellite, and any subsystems or components thereof,
including the Transponders. ***



8.B. Proprietary Information.



 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



11









 








     8.B(1) To the extent that either party discloses to the other any other information which it
considers proprietary or is proprietary information of a third party, in written or tangible form,
said party shall identify such information as proprietary when disclosing it to the other party by
marking it clearly and conspicuously as proprietary information. Any proprietary disclosure to
either party, if made orally,
shall be identified as proprietary information at the time of disclosure, if the disclosing
party wishes to keep such information proprietary under this Agreement. Any such information
disclosed under this Agreement shall be used by the recipient thereof only in its performance under
this Agreement.



     8.B(2) Neither party shall be liable for the inadvertent or accidental disclosure of such
information marked as proprietary, if such disclosure occurs despite the exercising of the same
degree of care as the receiving party normally takes to preserve and safeguard its own proprietary
information (but not less than reasonable care) or if such information (a) is or becomes lawfully
available to the public from a source other than the receiving party before or during the period of
this Agreement, (b) is released in writing by the disclosing party without restrictions, (c) is
lawfully obtained by the receiving party from a third party or parties without obligation of
confidentiality, (d) is lawfully known by the receiving party prior to such disclosure and is not
subject to any confidentiality obligations, or (e) is at any time lawfully developed by the
receiving party completely independently of any such disclosure or disclosures from the disclosing
party.



     8.B(3) In addition, neither party shall be liable for the disclosure of any proprietary
information which it receives under this Agreement or the Secondary Agreements pursuant to judicial
action or decree, or pursuant to any requirement of any Governmental Entity or any agency or
department thereof, having jurisdiction over such party, provided that in the reasonable opinion of
counsel for such party such disclosure is required, and provided further that such party shall have
given the other party notice, to the extent reasonably practicable, prior to such disclosure.



     8.B(4) Customer, DISH Network, EchoStar and SES-LA agree to negotiate in good faith a
five-party non-disclosure agreement with Vendor for information to be disclosed related to this
Agreement.


8.C. Survival. The provisions of this Article 8 are in addition to, and not in lieu of,
any agreements of the parties regarding confidentiality executed by the parties on or before the
date hereof and shall survive expiration or termination of this Agreement indefinitely.




ARTICLE 9. TERMINATION




     9.A. Termination for Default.



     ***


9.F. Expiration of Agreement/Survival.




     9.F(1) ***



     9.F(2) Neither party shall have any further rights, obligations or liability to the other
under this Agreement in the event of the termination or expiration of this Agreement, except for
any rights, obligations or liability (a) arising prior to such termination or expiration, (b)
expressly arising upon or as a result of such termination or expiration, (c) expressly described in
this Agreement as surviving such expiration or termination, (d) that logically would be expected to
survive termination or expiration, or (e) arising as a result of or in connection with the
representations, warranties and covenants in Article 3.


***



 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



12









 








ARTICLE 10. GENERAL PROVISIONS



10.A. Force Majeure. If a Force Majeure Event under this Agreement has occurred and is
continuing, then the performance obligations of the party directly affected by such Force Majeure
Event under this
Agreement shall be tolled for the duration of such Force Majeure Event and such party shall not be
liable to the other by reason of any delay or failure in performance of this Agreement which arises
out of such Force Majeure Event, provided that the party directly affected by such Force Majeure
Event shall promptly take and continue to take all reasonable actions to abate such Force Majeure
Event as soon as possible. *** If Service is unavailable as a result of a Force Majeure Event
affecting the Satellite, then Customer’s obligation to pay the MRCs shall be suspended during such
period Service is unavailable and shall resume upon the Service becoming available.



10.B. No Implied License. Except to the extent that the Satellite and associated equipment
are used for the Intended Purpose (or as otherwise set forth to the contrary in this Agreement),
the provision of services or the conveying of any information under this Agreement shall not convey
any license by implication, estoppel or otherwise, under any patents or other intellectual property
rights of Customer or SES-LA, and their Affiliates, contractors and vendors (including Vendor).



10.C.
No Third-Party Rights; No Fiduciary Relationship.
*** this Agreement does not, is not intended to, and shall not be deemed or
construed by the parties or by any third party to confer any enforceable rights or remedies on, or
create any obligations or interests in, any person other than the signatories to this Agreement; or
to create the relationship of principal and agent, partnership or joint venture or any other
fiduciary relationship or association among the signatories to this Agreement.



10.D. No Waiver; Remedies Cumulative. No waiver, alteration, or modification of any of the
terms of this Agreement shall be binding unless in writing and signed by all parties. All remedies
and rights hereunder and those available at law or in equity shall be cumulative and the exercise
by a party of any such right or remedy shall not preclude the exercise of any other right or remedy
available under this Agreement, at law or in equity.



10.E. Costs and Legal Fees. In any action brought with respect to this Agreement by one
party hereto against the other party hereto, in addition to any other money damages awarded by a
court of competent jurisdiction, the prevailing party shall be entitled to recover from the other
party its reasonable costs, including reasonable legal fees, in successfully bringing or defending
against such action.



10.F. Governing Law and Exclusive Jurisdiction.



 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



13









 








     10.F(1) Each party hereby irrevocably and unconditionally agrees that the relationship between
the parties, including without limitation all disputes, controversies or claims, whether arising in
contract, tort, or under statute, shall be governed by and construed in accordance with the laws of
***, applicable to contracts to be made and performed entirely within ***, without giving any
effect to its conflict of law
provisions.



     10.F(2) Each party hereby irrevocably and unconditionally (a) agrees that any suit, action or
proceeding with respect to this Agreement shall be instituted only in the trial court of *** as
such party may elect in its sole and absolute discretion (for any reason or no reason), (b)
consents and submits, for itself and its property, to the jurisdiction of such courts for the
purpose of any such suit, action or proceeding instituted against it by any other, and (c) agrees
that a final judgment in any such suit, action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.



     10.F(3) Each party hereby irrevocably and unconditionally agrees that service of all writs,
process and summonses in any suit, action or proceeding pursuant to Subsection 10.F(2) may be
effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to such
party at its address for notices pursuant to Section 1.D, such service to become effective thirty
(30) days after such mailing, provided that nothing contained in this Subsection 10.F(3) shall
affect the right of any party to serve process in any other manner permitted by law.



     10.F(4) Each party hereby irrevocably and unconditionally (a) waives any objection which it
may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of
or relating to this Agreement brought in any court specified in clause (a) of Subsection 10.F(2),
(b) waives any claim that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum, and (c) agrees not to plead or claim either of the foregoing.



     10.F(5) The provisions of this Section 10.F shall survive expiration or termination of this
Agreement indefinitely.


***



10.H. Headings; Severability; Customer Purchase Orders. All titles and headings in this
Agreement are for reference purposes only; they shall not affect the meaning or construction of the
terms of this Agreement. If any part or parts of this Agreement are held to be invalid, the
remaining parts of the Agreement shall continue to be valid and enforceable. Customer agrees that
any purchase order or other similar document that Customer may issue in connection with this
Agreement shall be for Customer’s internal purposes only and, therefore, even if acknowledged by
SES-LA, shall not in any way add to, subtract from, or in any way modify the terms and conditions
of this Agreement.



 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



14









 







10.I. Assignment and Other Third Party Use.



***



10.J. Inter-Party Waiver. Customer, on behalf of itself and its officers, employees,
Affiliates, agents, insurers, owners and customers, agrees to accept the inter-party waiver and
related indemnity provisions required by the applicable Launch Service Agreement for a launch, modified so as to apply to
Customer and LSA Vendor. SES-LA likewise, on behalf of itself and its officers, employees,
Affiliates, agents, insurers, owners and customers, agrees to accept the inter-party waiver and
related indemnity provisions required by the applicable Launch Service Agreement for a launch,
modified so as to apply to SES-LA and LSA Vendor. In no event shall such inter-party waiver and
related indemnity provisions have any effect on the rights, obligations and liabilities of and
between Customer and SES-LA under this Agreement.



10.K. Publicity. Neither party shall in any way or in any form publicize or advertise in
any manner this Agreement or the Services to be provided pursuant to this Agreement without the
express written approval (which shall not be unreasonably withheld, conditioned or delayed) of the
other party, obtained in advance, for each item of advertising or publicity. The foregoing
prohibition shall include but not be limited to news releases, letters, correspondence, literature,
promotional materials or displays of any nature or form (for clarification purposes, the foregoing
shall not apply to the marketing of the Service by Customer to prospective third-party customers).
Each request for approval hereunder shall be submitted in writing to the representative designated
in writing; and approval, in each instance, shall be effective only if in writing and signed by
said representative. Nothing herein shall prevent either party from providing SCT, COFETEL, the
FCC, or any other Governmental Entity, information concerning this Agreement as required by law or
in response to a request for information by such Governmental Entity, provided that the party
providing such information shall have given the other party notice, to the extent reasonably
practicable, prior to such disclosure. Notwithstanding the foregoing, either party may refer to
the fact that SES-LA is providing the Service to Customer without the other party’s prior approval
so long as such statements are limited to a statement of such fact and are not an endorsement
(positive or negative) of any product or service.



10.L. ITAR/EAR. Information exchanged under this Agreement may be subject to U.S. export
control laws and regulations, such as the ITAR and the EAR. The parties agree that information
subject to the export control laws and regulations shall not be disclosed or transferred to a third
party without first obtaining written approval from the disclosing party and complying with all
applicable U.S. export control laws and regulations.



10.M. Currency. All monetary amounts in this Agreement are expressed in U.S. dollars and
shall be paid in U.S. dollars.



10.N. Documents. Subject to compliance with applicable legal requirements of Mexico and
the United States (e.g., ITAR and EAR), each party agrees to provide information and to execute,
and if necessary to file with the appropriate Governmental Entities and international
organizations, such documents as the other party shall reasonably request in order to carry out the
purposes of this Agreement.



10.O. [Reserved]



10.P. Entire Agreement. This Agreement contains the entire and exclusive understanding of
the parties with respect to the subject matters hereof and, except (1) as expressly set forth to
the contrary in Section 8.C, (2) for the Interim Agreement, *** (5) for the Secondary Agreements,
and (6) for the 77° W.L. Agreement, supersedes all prior negotiations and agreements between the
parties with respect thereto. To the extent that any Attachment may be inconsistent with the text
of the Agreement, the text of the Agreement shall control.



 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



15









 








10.Q. Board Approval. This Agreement is subject to approval by the Boards of Directors of
Customer, SES-LA ***, and the approval of the Boards of Directors, member(s) or
manager(s), as applicable, for the relevant parties to the other agreements (e.g., the DISH
Secondary Agreement ***) to be executed
and delivered concurrent with the execution and delivery of this Agreement.



ARTICLE 11. DEFINITIONS




     As used in this Agreement:



	 	 	 
	A.

	 	***
	 
	 	 
	D.

	 	“77° W.L. Agreement” means the Agreement Regarding 77° W.L. BSS Frequencies among SES-LA (formerly known as SES GLOBAL
Latin America, S.A.), *** DISH Network, *** dated 17 November 2004, as such agreement has concurrently been amended and
may be amended in the future. (The rights and obligations of DISH Network were assigned to EchoStar in connection with
the recent spin-off of certain businesses and assets of DISH Network Corporation and its Affiliates.)
	 
	 	 
	E.

	 	***
	 
	 	 
	F.

	 	“77° W.L. License” shall have the meaning specified in Subsection 2.G(1).
	 
	 	 
	G.

	 	***
	 
	 	 
	K.

	 	“Affiliate” means, with respect to a party, any person or entity (1) more than fifty percent (50%) of the capital
securities of which on an as-converted basis are owned by, or (2) directly or indirectly controlling, controlled by, or
under common control with, such party at the time when the determination of affiliation is being made. For purposes of
this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common
control with”), as used with respect to a person or entity, shall mean the possession, directly or indirectly, of the
power to (a) direct or cause the direction of management policies of such person or entity, whether through the ownership
of voting securities or by contract or otherwise, or (b) select a majority of the Board of Directors of such person or
entity. ***
	 
	 	 
	L.

	 	“Agreement” shall have the meaning specified in Section 1.A.
	 
	 	 
	M.

	 	“Alternate Capacity” shall have the meaning specified in Subsection 2.G(8).
	 
	 	 
	N.

	 	“Alternate Orbital Location” shall have the meaning specified in Subsection 2.G(10).
	 
	 	 
	O.

	 	“Amendment #1 to the 77° W.L. Agreement” means Amendment #1 to Agreement Regarding 77° W.L. BSS Frequencies effective as
of 24 November 2008 between EchoStar, Customer, ***, SES-LA ***
	 
	 	 
	P.

	 	“Authorization” means any authorization, order, permit, approval, forbearance decision, grant, license, consent, right,
franchise, privilege or certificate of any Governmental Entity of competent





 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



16









 






	 	 	 
	 

	 	jurisdiction, whether or not having the force
of law.
	 
	 	 
	Q.

	 	***
	 
	 	 
	R.

	 	“BSS” means the Broadcasting-Satellite Service, as defined by the Radio Regulations of the ITU.
	 
	 	 
	S.

	 	“Business Day” means Monday through Friday, 8:30 a.m. to 5:00 p.m. (local time in New York, New York USA) exclusive of
banking holidays observed in New York, New York USA.
	 
	 	 
	T.

	 	“Capacity Obligation” shall have the meaning specified in Subsection 2.G(8).
	 
	 	 
	U.

	 	“COFECO” means Mexico’s Comisión Federal de Competencia and any successor agency thereto.
	 
	 	 
	V.

	 	“COFETEL” means Mexico’s Comisión Federal de Telecomunicaciones and any successor agency thereto.
	 
	 	 
	W.

	 	“Communications Act” means the Communications Act of 1934 (United States), as amended.
	 
	 	 
	X.

	 	“Concession” shall have the meaning specified in Subsection 2.G(3).
	 
	 	 
	Y.

	 	“Construction Contract” shall have the meaning specified in Subsection 1.B(2).
	 
	 	 
	Z.

	 	“Continuation Payments” shall have the meaning specified in Section 9.G.
	 
	 	 
	AA.

	 	***
	 
	 	 
	BB.

	 	“Customer” shall have the meaning specified in the preamble paragraph.
	 
	 	 
	CC.

	 	“Customer’s Designees” shall have the meaning specified in Subsection 4.B(2).
	 
	 	 
	DD.

	 	“DISH FCC Approvals” shall have the meaning specified in Subsection 2.G(2).
	 
	 	 
	EE.

	 	***
	 
	 	 
	GG.

	 	“DISH Network” means DISH Network L.L.C., formerly known as EchoStar Satellite L.L.C., a limited liability company formed
under the laws of Colorado.
	 
	 	 
	HH.

	 	***
	 
	 	 
	II.

	 	“DISH Secondary Agreement” means the Satellite Service Agreement for QuetzSat-1 effective as of 24 November 2008 between
Customer and DISH Network.
	 
	 	 
	JJ.

	 	“DISH Transponder” means a Transponder on the DISH Payload.
	 
	 	 
	KK.

	 	“EAR” means the United States Export Administration Act and Export Administration Regulations, as amended.
	 
	 	 
	LL.

	 	“EchoStar” means EchoStar Corporation, a corporation formed under the laws of Nevada.
	 
	 	 
	MM.

	 	***





 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



17









 






	 	 	 
	OO.

	 	“EchoStar FCC Approvals” shall have the meaning specified in Subsection 2.G(2).
	 
	 	 
	PP.

	 	***
	 
	 	 
	RR.

	 	“EchoStar Secondary Agreement” means the Satellite Service Agreement for QuetzSat-1 effective as of 24 November 2008
between Customer and EchoStar.
	 
	 	 
	SS.

	 	“EchoStar Transponder” means a Transponder on the EchoStar Payload.
	 
	 	 
	TT.

	 	“Effective Date” shall have the meaning specified in the preamble paragraph.
	 
	 	 
	UU.

	 	“End-of-Life” means the date on which, in SES-LA’s reasonable judgment, the Satellite should be taken out of service
because of insufficient fuel, which for clarification purposes shall include an allowance for sufficient fuel to de-orbit
the Satellite.
	 
	 	 
	VV.

	 	***
	 
	 	 
	ZZ.

	 	“FCC” means the United States Federal Communications Commission and any successor agency thereto.
	 
	 	 
	AAA.

	 	“FCC Approvals” means collectively the DISH FCC Approvals and the EchoStar FCC Approvals.
	 
	 	 
	BBB.

	 	***
	 
	 	 
	CCC.

	 	“Force Majeure
Event” means ***
	 
	 	 
	DDD.

	 	“Governmental Entity” means any (1) 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, (2) subdivision, agent, commission, board, or authority of any of the foregoing, or (3) quasi-governmental or
private body validly exercising any regulatory, expropriation or taxing authority under or for the account of any of the
foregoing, in each case in the proper exercise of its governmental authority.
	 
	 	 
	EEE.

	 	***
	 
	 	 
	FFF.

	 	“In-Service” means that the Satellite (or a Replacement Satellite or a Successor Satellite, as applicable) is deployed at
the Orbital Location, and, following SES-LA testing and verification
of the entire Satellite, ***
	 
	 	 
	GGG.

	 	“In-Service Date” means the date on which the Satellite (or a Replacement Satellite or Successor Satellite, as applicable)
is In-Service.
	 
	 	 
	HHH.

	 	“Initial Term” shall have the meaning specified in Section 1.C.





 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



18









 






	 	 	 
	III.

	 	***
	 
	 	 
	JJJ.

	 	“Intended Purpose” means the use of the 77° W.L. Frequencies, subject to Subsection 2.G(8), to provide direct-to-home
video, audio and data services into ***
	 
	 	 
	KKK.

	 	“Interim Agreement” means the Satellite Relocation and Use Agreement for the 77° W.L. Orbital Location among SES-LA
(formerly known as SES GLOBAL Latin America, S.A.), *** DISH Network
and *** dated 13 May 2005, as such
agreement has previously been amended, is concurrently being amended and may be amended in
the future. (The rights and obligations of DISH Network under such agreement were assigned
to EchoStar in connection with the recent spin-off of certain businesses and assets of DISH
Network Corporation and its Affiliates.)
	 
	 	 
	LLL.

	 	“Interim Satellite” shall have the meaning specified in Subsection 2.H(5).
	 
	 	 
	MMM.

	 	“Invoice Date” shall have the meaning specified in Subsection 2.G(11).
	 
	 	 
	NNN.

	 	***
	 
	 	 
	QQQ.

	 	“ITAR” means the United States Arms Export Control Act and International Traffic
in Arms Regulations, as amended.
	 
	 	 
	RRR.

	 	“ITU” means the International Telecommunication Union.
	 
	 	 
	SSS.

	 	“ITU Region 2 Plan for BSS” means the ITU Region 2 Plan for BSS and Feeder Link
Assignments, as contained in Appendices 30/30A of the Radio Regulations.
	 
	 	 
	TTT.

	 	“Launch Service Agreement” means the agreement executed between SES-LA and LSA
Vendor for the launch of the Satellite.
	 
	 	 
	UUU.

	 	***
	 
	 	 
	XXX.

	 	“LSA Vendor” means the launch service provider selected by SES-LA in accordance
with and subject to the terms and conditions of this Agreement.
	 
	 	 
	YYY.

	 	“MRC” shall have the meaning specified in Subsection 2.B(1).
	 
	 	 
	ZZZ.

	 	***
	 
	 	 
	AAAA.

	 	“Non-US Interim Satellite License” shall have the meaning specified in clause
(a) of Subsection 2.H(5).
	 
	 	 
	BBBB.

	 	***
	 
	 	 
	EEEE.

	 	“Orbital Location” shall have the meaning specified in Section 1.A.
	 
	 	 
	FFFF.

	 	“Partial Loss” means any failure of a Transponder to operate in accordance with
the Technical Performance Specifications that does not result in a Satellite
Failure.





 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



19









 







	 	 	 
	GGGG.

	 	***
	 
	 	 
	HHHH.

	 	“Pre-Launch Expected Life” means the length of time from the expected In-Service
Date to the predicted End-of-Life of the QuetzSat-1 Satellite, as determined
immediately prior to launch using ***.
	 
	 	 
	IIII.

	 	“Prime Rate” means the “prime rate” of interest as shown in the Money and
Investing Section of the Wall Street Journal as of the applicable date.
	 
	 	 
	JJJJ.

	 	***
	 
	 	 
	NNNN.

	 	“QuetzSat” means QuetzSat, S. de R.L. de C.V.
	 
	 	 
	OOOO.

	 	“QuetzSat-1 Satellite” shall have the meaning specified in Section 1.A.
	 
	 	 
	PPPP.

	 	***
	 
	 	 
	QQQQ.

	 	“Regulatory Provisions” means all applicable requirements of the Communications
Act and the published policies, rules, decisions, and regulations of the FCC, in
each case as amended from time to time.
	 
	 	 
	RRRR.

	 	***
	 
	 	 
	SSSS.

	 	“RFP” means a request for proposal.
	 
	 	 
	TTTT.

	 	“Satellite” means the QuetzSat-1 Satellite ***
	 
	 	 
	UUUU.

	 	***
	 
	 	 
	VVVV.

	 	“SCT” means Mexico’s Secretaría de Comunicaciones y Transportes and any
successor agency thereto.
	 
	 	 
	WWWW.

	 	“Secondary Agreements” means collectively the DISH Secondary Agreement and the EchoStar Secondary Agreement.
	 
	 	 
	XXXX.

	 	***
	 
	 	 
	YYYY.

	 	“Service” means the use of the entire communications capacity on the Satellite
for the Intended Purpose, subject to the Capacity Obligation.
	 
	 	 
	ZZZZ.

	 	“Service Term” shall have the meaning specified in Section 1.C.
	 
	 	 
	AAAAA.

	 	***
	 
	 	 
	BBBBB.

	 	“SES-LA” shall have the meaning specified in the preamble paragraph.
	 
	 	 
	CCCCC.

	 	***
	 
	 	 
	EEEEE.

	 	“SS/L” means Space Systems/Loral, Inc.
	 
	 	 
	FFFFF.

	 	***





 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



20









 







	 	 	 
	GGGGG.

	 	“Taxes” means
taxes (including duties, fees or charges in the nature of taxes)
levied by Governmental Entities ***
	 
	 	 
	HHHHH.

	 	“Technical Performance Specifications” means the technical performance criteria for the Service on the QuetzSat-1 Satellite.
	 
	 	 
	IIIII.

	 	“Technical Representative” means SES Engineering (US), Inc.
	 
	 	 
	JJJJJ.

	 	***
	 
	 	 
	KKKKK.

	 	“Termination for Default” shall have the meaning specified in Section 9.A.
	 
	 	 
	LLLLL.

	 	“Termination for Delay” shall have the meaning specified in Subsection 9.C(1).
	 
	 	 
	MMMMM.

	 	“Termination Value” shall have the meaning specified in Section 9.E.
	 
	 	 
	NNNNN.

	 	“Transponder” means a discrete communication path by which a signal is transmitted using the Satellite.
	 
	 	 
	OOOOO.

	 	“TT&C” means telemetry, tracking and control.
	 
	 	 
	PPPPP.

	 	“TT&C Costs” shall have the meaning specified in Subsection 2.B(5).
	 
	 	 
	QQQQQ.

	 	***
	 
	 	 
	RRRRR.

	 	“Unanimous Instructions” shall have the meaning specified in the Secondary Agreements.
	 
	 	 
	SSSSS.

	 	“User’s Guides” shall have the meaning specified in Subsection 4.B(1).
	 
	 	 
	TTTTT.

	 	“Vendor” means the satellite manufacturer selected by SES-LA in accordance with
and subject to the terms and conditions of this Agreement.





 
 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.



21









 





IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute
this agreement as of the Effective Date.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ECHOSTAR 77 CORPORATION	 	 	 	SES LATIN AMERICA S.A.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	(Signature)	 	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	 	 	 	 

	 	 
	 	 	(Typed or Printed Name)	 	 	 	 	 	(Typed or Printed Name)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	(Signature)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	(Typed or Printed Name)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	***






[Primary Service Agreement]






 




			
	***	 	Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act.






22