exv10w1



 



EXHIBIT 10.1


SATELLITE SERVICE AGREEMENT



     THIS AGREEMENT between SES Americom, Inc., as agent for SES Americom
California, Inc. (for the period prior to the In-Service Date) and SES Americom
Colorado, Inc. (for the period on and after the In-Service Date), on the one
hand, and EchoStar Satellite Corporation (“Customer”) and EchoStar
Communications Corporation (solely as to the obligation set forth in Section
3.C of this Agreement), on the other hand, is made effective as of March 21,
2003 (the “Effective Date”). All references to “SES Americom” herein shall
include SES Americom California, Inc., SES Americom Colorado, Inc., and SES
Americom, Inc. as agent for each. Defined terms used in this Agreement have
the meanings specified herein.


ARTICLE 1. SERVICE PROVIDED



A.     Scope. SES Americom has entered into a contract (the “Construction
Contract”) with Vendor for the construction of one Ku-Band and Ka-Band hybrid
communications satellite designated as the “AMC-15 Satellite,” and one
substantially identical satellite designated as the “AMC-16 Satellite” for use
as a ground spare. The AMC-15 Satellite is planned to be In-Service on or
about November 1, 2004. SES Americom will provide to Customer, and Customer
will pay the applicable MRC for, and be entitled to utilize solely for the
Intended Use, the entire communications capacity (including all spare capacity)
on the Satellite in accordance with this Agreement (the “Service”). The
Satellite will be located at the 105° W.L. orbital position (the “Orbital
Location”). Technical performance criteria for the Service on the AMC-15
Satellite and the AMC-16 Satellite (the “Technical Performance Specifications”)
are appended to this Agreement as Attachment A. ***


     The Service will be provided in accordance with the terms and conditions
set forth in this Agreement, including Attachments A — E (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 terms and conditions set
forth in the body of this Agreement shall control.



	 	Attachment A — Technical Performance Specifications

Attachment B — Hypothetical MRC Partial Loss Adjustments

Attachment C — ***

Attachment D — ***

Attachment E — ***



     Customer may use the Channels for the transmission of digital services,
and for the transmission of analog services, but only to the extent that all
services are consistent with SES Americom’s applicable licenses and
coordination agreements. SES Americom shall have no obligation to modify
existing licenses or coordination agreements or enter into new coordination
agreements to allow analog services.


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


     (1)  SES Americom agrees to collaborate with and include Customer in all future
significant decisions related to the Construction Contract, and to obtain
Customer’s prior approval (which approval may be withheld in Customer’s sole
and absolute discretion) prior to making any changes to the Technical
Performance Specifications, although the parties agree that SES Americom will
make the final decisions under all aspects of the Construction Contract not
affecting the Technical Performance Specifications


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CONFIDENTIAL AND PROPRIETARY


This document contains confidential and proprietary information of SES Americom,
Inc. and EchoStar Satellite Corporation that may not be shared with third
parties without the express prior written approval of SES Americom and EchoStar.



	*** 	 	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.



 






 


(provided such decisions are consistent with SES Americom’s obligations under
this Agreement). Notwithstanding the foregoing, SES Americom agrees to notify
Customer of all changes to the Satellite (even if the relevant changes do not
affect the Technical Performance Specifications), within a reasonable period of
time after making such changes. Subject to any applicable ITAR restrictions
and Vendor’s standard security procedure requirements, Customer shall be
permitted to participate in and be present at: (a) reviews of each of Vendor’s
milestone events leading up to launch of the Satellite (the only remaining
milestones for the AMC-15 Satellite are “PSR” and “Launch”); (b) Vendor’s
“Final Integration and Test,” “Pre-ship Review” and “Launch and In-Orbit
Testing Sessions”; and (c) informal Project Manager meetings and informal
project level technical review meetings. Participation by Customer as
contemplated herein shall include attendance by Customer employees and U.S.
citizen representatives at such events and meetings, consultation with Customer
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 to SES Americom
and upon completion of any necessary ITAR reviews and redactions, if
applicable, SES Americom shall distribute all design review documents to
Customer. SES Americom shall also instruct Vendor to make available to
Customer employees and Customer’s U.S. citizen representatives access to all
technical documents under the Construction Contract, including without
limitation the spacecraft performance specification, subject to any applicable
ITAR reviews and redactions. With reasonable prior notice, SES Americom shall
allow Customer, in the presence of SES Americom and Vendor, 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, SES Americom shall afford Customer and Customer’s U.S.
citizen representatives access, while accompanied by SES Americom, to all work,
including without limitation technical data and information, test data,
drawings, documentation (not containing cost information), tooling, and
manufacturing processes, testing and hardware in progress, being performed at
Vendor’s facilities pursuant to the Construction Contract at all times during
the period of Construction Contract performance, provided that such access does
not unreasonably interfere with such work or any other work. SES Americom shall
afford Customer and Customer’s U.S. citizen representatives access, while
accompanied by SES Americom, 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 Americom to
accompany Customer and Customer’s U.S. citizen representatives on any such
visit and subject further to the execution by Customer and Customer’s U.S.
citizen representatives of non-disclosure or similar agreements as may be
required by said subcontractors. SES Americom shall use its reasonable
commercial efforts to obtain Customer and Customer’s U.S. citizen
representatives access, while accompanied by SES Americom, to the work being
performed pursuant to the Construction Contract in Vendor’s subcontractor’s
facilities. With respect to any access, documents or other information that
Vendor or SES Americom is obligated to provide to Customer’s U.S. citizen
representatives under this Agreement, Customer shall be fully responsible for,
and shall indemnify and hold harmless SES Americom for any losses, fines,
penalties or liabilities arising from, any violation by Customer or any of
Customer’s U.S. citizen representatives of any ITAR restrictions in connection
with access, documents or information so provided.


     (2)  In the event that Customer requests a modification of any Satellite ***
then SES Americom will negotiate in good faith and in accordance with SES
Americom’s duties and obligations under Subsection 3.A(11) with Vendor to
implement such modification Customer acknowledges that any requested
modification of the Satellite would be subject to the change procedures set
forth in the Construction Contract and, to the extent such modification results
in an increase or decrease in price or a change to the milestone schedule under
the Construction Contract, such increase or decrease in price and/or the impact
of such change to the milestone schedule shall be passed through to Customer in
the manner provided below. Customer further acknowledges that any such
modification may also require additional approvals or authorizations from the
FCC, which SES Americom shall use its reasonable commercial efforts to obtain.
The parties agree that the increase or decrease in the Satellite Investment as
a result of such a


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	*** 	 	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.








 


modification requested by Customer will be reflected in the calculation of the
MRC and that the planned In-Service Date will be adjusted to reflect the change
to the milestone schedule in the Construction Contract. The parties agree to
negotiate, in advance and in good faith, regarding any other changes to this
Agreement, if any, reasonably related to such modifications, including without
limitation the Termination Payment, prior to implementing any such
modifications. *** In the event that, notwithstanding good faith
negotiations, the parties are unable to agree to the other changes, if any, to
this Agreement reasonably related to such modifications, no modifications to
the Satellite will be made.


     (3)  SES Americom agrees to collaborate with and include Customer in all future
significant decisions related to the matters surrounding the Launch Service
Agreement, although the parties agree that SES Americom will make the final
decisions under the Launch Service Agreement (provided such decisions are
consistent with SES Americom’s obligations under this Agreement and do not
adversely impact the rights of Customer under this Agreement). Subject to any
applicable ITAR restrictions, Customer employees and Customer’s U.S. citizen
representatives shall be permitted to participate in reviews of each of the
launch service provider’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.


     (4)  To the extent that a failure by SES Americom to make payments in
accordance with the terms of the Construction Contract or the Launch Service
Agreement is the direct cause of a delay in the In-Service Date of the
Satellite, then in addition to any rights and remedies that Customer may have
in this Agreement, SES Americom will pay Customer ***.


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) ten years after
such In-Service Date (the “Initial Term”), or (2) the date that Satellite
becomes a Failed Satellite. The Service Term on any Satellite *** that is not
a Failed Satellite may be extended at Customer’s sole option for successive
one-year periods (or a portion thereof in the case of the final extension)
until the Satellite reaches its End-of-Life (each an “Extended Term”), upon
written notice to SES Americom provided at least 180 days prior to the end of
the Initial Term and/or the then current Extended Term, and provided that, at
the time of each such extension, Customer is in full compliance with all of its
obligations under this Agreement.


D.     Service Priorities. In the event of a Partial Loss, SES Americom shall
immediately initiate all commercially and technically reasonable measures,
consistent with protecting the Satellite and all services provided thereon, to
restore the Service as quickly as possible. Restoration shall be effected by
utilizing any available spare equipment on the Satellite to restore the Service
and/or the Channel. If access to spare equipment on the Satellite is required
for more than one Channel as a result of a single event or simultaneous events,
Customer will determine the preferred use of the spare equipment, provided that
Customer’s decision does not adversely impact the Satellite.


E.     Notices. All notices regarding technical or operational matters requiring
immediate attention will be given by telephone to the telephone number set
forth below for Customer and the telephone number set forth in the User’s Guide
for SES Americom and shall be followed by written notification. Any notice
required or permitted to be given hereunder shall be in writing and shall be
sent by facsimile transmission, or by first class certified mail, postage
prepaid, or by overnight courier service, charges prepaid, to the party
notified, addressed to such party at the address set forth below, or sent by
facsimile to the fax number set forth below, or such other address or fax
number as such party may have substituted by written notice to the other party.
The sending of such notice with confirmation of receipt thereof (in the case
of facsimile transmission) or receipt of such notice (in the case of delivery
by mail or by overnight courier service) shall constitute the giving thereof.


Execution Copy


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	*** 	 	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.








 



	 	 	 
	If to be given to Customer:	 	
If to be given to SES Americom:
	Attn: ***	 	
Attn: ***
	Vice President, Space Programs and Operations	 	
General Counsel
	EchoStar Satellite Corporation	 	
SES Americom, Inc.
	5701 South Santa Fe Drive	 	
Four Research Way
	Littleton, CO 80120	 	
Princeton, NJ 08540
	Fax #: ***	 	
Fax #: ***
	 	 	 
	cc: David K. Moskowitz, Esq	 	 
	Senior Vice President & General Counsel	 	 
	(same address and fax number)	 	 
	 	 	 
	***	 	 



ARTICLE 2. PAYMENTS AND OTHER CONSIDERATIONS/ ***



A. Option Payment.



     (1)  On May 1, 2003, Customer shall pay SES Americom a non-refundable (except as
otherwise set forth in this Agreement) option payment of Fifty Million Dollars
($50,000,000) (the “Option Payment”) by Customer check. ***


     (2)  The parties agree that SES Americom shall be deemed to have fully earned
the Option Payment as of the In-Service Date, following which neither the
Option Payment nor any portion of the Option Payment shall be returnable or
creditable to Customer, and Customer hereby waives and relinquishes any right
whatsoever to pursue any such refund or credit, except: ***


B.     Monthly Recurring Service Charge. Commencing on the In-Service Date, and
for the duration of the Service Term (including any Extended Terms) Customer
will pay to SES Americom for the Service a monthly recurring service charge
(the “MRC”) of, ***


C.     MRC Adjustments/Refunds.


     (1)  In the event of a Partial Loss (but not a Satellite Failure), Customer
shall be entitled to a refund of any MRC already paid, and a reduction of the
MRC to be paid, in either case applicable to the period of such Partial Loss
until either (i) such Partial Loss is restored through the use of spare
equipment on the Satellite, or (ii) the Service Term ends, in an amount
calculated in accordance with the provisions in Attachment B hereto, *** In
the event of a Satellite Failure for any reason whatsoever, Customer’s
obligation to pay the MRC due for the period after the Satellite Failure shall
automatically terminate as of the date of the Satellite Failure, ***. SES
Americom will refund to Customer any MRC 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)  ***


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	*** 	 	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.








 


E.     Billing and Payment. On the In-Service Date, initial invoices for the MRC
will be issued for the first two months (or first partial month and subsequent
month, as applicable) of Service, and are payable within 15 Business Days after
the In-Service Date. Invoices for the MRC will thereafter be issued monthly
thirty (30) days in advance of the month in which Service is to be provided and
are payable on the first day of such month by wire transfer or Customer check
as per the remittance instructions on the respective monthly invoice (or, in
the event Customer has not received such invoice, in accordance with SES
Americom’s most recent remittance instructions). Invoices for partial months
will be prorated on the basis of a 30-day month. On payments not received by
the due date, SES Americom will assess a late payment charge of the lesser of
(1) ***, or (2) the maximum rate permitted by applicable law, ***. A failure
or delay by SES Americom to send an invoice will not relieve Customer either of
its obligation to pay on a timely basis for Service or of its obligation to pay
late payment charges in the event of late payment.


F.     Taxes and Other Charges. The MRC shall be exclusive of taxes, duties and
other fees or charges levied by governmental authorities on the Service or the
facilities used to provide the Service to Customer. Customer will pay directly
or reimburse SES Americom for all such taxes, duties and other fees or charges.
SES Americom represents that, as of the date hereof, it has no actual knowledge
of any taxes, duties or other fees or charges (1) which would be levied on SES
Americom by any governmental authorities, (2) which would apply to the Service
at the Orbital Location or the facilities used to provide the Service at the
Orbital Location to Customer, provided that the Service is used solely for its
Intended Use, and (3) for which SES Americom would seek reimbursement from
Customer. Notwithstanding the foregoing, in no event will Customer be liable
for any taxes based upon or measured by SES Americom’s net income or property
or employment taxes of SES Americom or any license or permit fees imposed
generally on SES Americom’s use of the Orbital Location, SES Americom’s
operation of the Satellite or the facilities used to provide the Service.


***


ARTICLE 3. REPRESENTATIONS, WARRANTIES AND COVENANTS



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


     (1)  It is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware. It is duly licensed or qualified to
do business as a foreign corporation 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 corporate power and authority to
own its properties and carry on its business as now conducted.


     (2)  The execution, delivery and performance (as provided herein) by SES
Americom of this Agreement has been duly authorized by all requisite corporate
action 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 Articles of Incorporation or By-Laws, or (b) any material
agreement to which SES Americom is a party or by which it is bound.


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


     (4)  In connection with SES Americom’s performance under this Agreement, SES
Americom shall


Execution Copy



5

	*** 	 	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.








 


comply in all material respects with all applicable laws, regulations, or
orders of any governmental entity, including without limitation the FCC.


     (5)  SES Americom (a) has filed, and will diligently prosecute,
application(s) with the FCC to launch and operate the AMC-15 Satellite
(including without limitation providing DTH Video Service) in geostationary
orbit at the Orbital Location and (b) agrees to acquire and maintain all
necessary governmental authorizations or permissions to operate the Satellite
(including without limitation providing DTH Video Service) at the Orbital
Location in a manner consistent with the Technical Performance Specifications
and its Intended Use. SES Americom will comply in all material respects with
all applicable FCC and other governmental and intergovernmental orders and
regulations regarding the licensing and operation of the Satellite, including
without limitation those of the ITU. SES Americom shall use all reasonable
efforts to resist any move of the Satellite from the Orbital Location. In the
event that SES Americom is required by order of the FCC to change the Orbital
Location or because of an FCC order or for any other reason (provided such
order or such other reason is not caused solely by the acts or failures to act
of Customer in compliance with its representations, warranties or covenants
under this Agreement) does not have the right to operate the Satellite at the
Orbital Location for the benefit of Customer in accordance with this Agreement
and for its Intended Use, then, effective at the time the Service is terminated
for the foregoing reason, Customer shall be entitled to terminate this
Agreement without any further liability to SES Americom.


     (6)  SES Americom will not place another satellite in service that would cause
interference with the Ku-Band frequencies or the Ka-Band frequencies at the
Orbital Location (including without limitation the Lower Ka-Band Frequencies
and other polarizations available at the Orbital Location).


     (7)  SES Americom has entered into coordination agreements necessary for
operation of the Satellite at the Orbital Location consistent with the
Technical Performance Specifications and the Intended Use and will not amend
such coordination agreements in a way that would adversely impact Customer
without Customer’s prior written consent.


     (8)  In accordance with requests made and instructions given by Customer, SES
Americom shall use commercially reasonable efforts, at Customer’s reasonable
expense, to support Customer’s efforts in obtaining any site licenses, earth
station authorizations and other necessary FCC and other governmental
authorizations to communicate with the Satellite for the Intended Use, provided
that SES Americom shall have no duty or obligation whatsoever under this
Subsection (8) to act or refrain from acting in any way that would materially
adversely impact SES Americom.


     (9)  ***


     (10)  SES Americom’s Program Management for the Satellite will apply the same
degree of care as is normally applied by SES Americom to satellite construction
efforts for the other satellites owned by SES Americom.


     (11)  ***


     (12)  SES Americom will not amend the Construction Contract in a way that would
adversely impact Customer or terminate the Construction Contract without the
express written concurrence of Customer, provided that Customer’s concurrence
shall not be required if notice has been given of the termination of this
Agreement.


     (13)  ***


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	*** 	 	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.








 


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


     (1)  It is a corporation duly organized, validly existing and in good standing
under the laws of Colorado. It is duly licensed or qualified to do business as
a foreign corporation 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 corporate power and authority to own its
properties and carry on its business as now conducted.


     (2)  The execution, delivery and performance (as provided herein) by Customer of
this Agreement has been duly authorized by all requisite corporate action 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.


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


     (4)  In connection with Customer’s performance under this Agreement, Customer
shall comply in all material respects with all applicable laws, regulations, or
orders of any governmental entity, including without limitation those governing
content of transmissions and all FCC license requirements.


     (5)  Customer will properly illuminate and will use commercially reasonable
efforts to cause third parties that Customer authorizes to use the Service to
properly illuminate the Channels.


     (6)  ***


     (7)  Upon a written request therefor by SES Americom, but in no event more often
than once per calendar year, Customer shall provide to SES Americom a
certification duly executed by an officer of Customer, to the effect that
Customer’s net long term assets (as defined under GAAP) reflected on Customer’s
balance sheet for the immediately preceding calendar quarter exceed or are
equal to $1.2 Billion..


C.     EchoStar Communications Corporation Representations, Warranties and
Covenants.


     (1)  EchoStar Communications Corporation hereby represents, warrants, and
covenants, solely with respect to the obligation set forth in Subsection (2)
below, as follows:


          (a) It is a corporation duly organized, validly existing and in good
standing under the laws of Nevada. It is duly licensed or qualified to do
business as a foreign corporation 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 corporate power and authority to
own its properties and carry on its business as now conducted.



          (b) The execution, delivery and performance (as provided herein) by
EchoStar Communications Corporation of the obligation set forth in Subsection
(2) below has been duly authorized by all requisite corporate action 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 EchoStar Communications Corporation
is a party or by which it is bound.



Execution Copy


7

	*** 	 	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 Customer’s net long term assets (as defined under GAAP)
reflected on Customer’s balance sheet for any calendar quarter after the
Effective Date are less than $1.2 Billion, then EchoStar Communications
Corporation, or any successor entity thereto that is the ultimate parent of
Customer, shall become, effective at the end of such calendar quarter,
absolutely, irrevocably, unconditionally and continually obligated to SES
Americom to perform fully and timely all of the payment and other obligations
and covenants of Customer hereunder.


ARTICLE 4. SERVICE RESPONSIBILITIES



A.     Laws and Regulations Governing Service. Construction, launch, location and
operation of the Satellite, SES Americom’s satellite system and SES Americom’s
performance of all obligations pursuant to this Agreement are subject to all
applicable laws and regulations, including without limitation ITAR, as amended,
the Communications Act of 1934, as amended, the rules and regulations of the
FCC, and coordination agreements with other operators and administrations.


B.     Use Conditions.


     (1)  Customer will 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 the parties (the “User’s
Guide”). Customer will not use the Service for any unlawful purpose, including
violation of laws governing the content of material transmitted using the
Service. If Customer’s non-compliance with the preceding two sentences causes
or threatens, or other circumstances arise from Customer’s use of the Service
which cause or threaten, damage to the Satellite, or if Customer’s use of
Service may reasonably result in the institution of criminal proceedings, or
administrative proceedings that may result in sanctions or other non-monetary
remedies, against SES Americom, SES Global SA, or any Affiliates of either
entity, SES Americom may take actions (including suspension and/or restriction
of Service) it reasonably believes necessary to ensure Customer’s compliance
with the User’s Guide or SES Americom’s compliance with law. SES Americom will
provide Customer with advance notice as reasonably practicable prior to taking
any such action; provided, however, that the foregoing shall not preclude SES
Americom from taking prompt action to preserve its interests. SES Americom
will also provide continuous monitoring of the Satellite in accordance with
generally accepted industry standards.


     (2)  Customer shall be responsible for the failure of third parties (e.g.,
subcontractors) who Customer utilizes in conjunction with the Service
(“Customer’s Designees”) to meet the requirements of Subsection (1) above as if
such failures were actions of Customer.


     (3)  ***


ARTICLE 5. OPERATIONAL MATTERS



A.     Service Access. Customer is responsible for providing, operating and
maintaining the equipment necessary to access the Satellite and Service. At no
additional cost to Customer, SES Americom shall be responsible for providing
telemetry, tracking and control service (“TTC”) for the Satellite, and shall
perform TTC service on the same standards as applied by SES Americom to the
rest of its satellite fleet. Customer at its expense shall provide SES
Americom 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 will demonstrate to SES
Americom’s designated Technical Operations Center that its earth station(s)
comply with the satellite access specifications contained in the User’s Guide.



Execution Copy


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	*** 	 	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.








 


B.     Action to Protect Satellite. SES Americom shall have sole and exclusive
control of operation of the Satellite. If circumstances occur which in SES
Americom’s reasonable judgment pose a threat to the stable operation of the
Satellite, SES Americom shall have the right to take action it reasonably
believes necessary to protect the Satellite, including discontinuance or
suspension of operation of the Satellite or any Channel, without any liability
to Customer, except as otherwise set forth in this Agreement, ***. If the
discontinuance or suspension of operation is permanent, then, if the
discontinuance applies to the entire Satellite, it shall be treated as a
Satellite Failure for purposes of Section 2.C, and if the discontinuance
applies to particular Channels, it shall be treated as a Partial Loss for
purposes of Section 2.C. SES Americom shall give Customer as much notice as
practical under the circumstances of any such discontinuance or suspension. If
it becomes necessary to discontinue or suspend service on one or more Channels
on the Satellite, and operational circumstances allow SES Americom to select
the Channel or Channels to be discontinued or suspended, SES Americom will
consult with Customer and implement Customer’s preferred course of action, such
consultation to take place prior to action by SES Americom unless more
immediate action is necessary.


C.     Certain Other Operational Matters.


     ***


ARTICLE 6. INDEMNIFICATION



A.     By Customer. ***


B.     By SES Americom ***:


***


C.     Survival. The provisions of this Article 6 shall survive expiration or
termination of this Agreement indefinitely.


ARTICLE 7. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY



A.     Warranty Disclaimer. No warranties, express, implied, or statutory,
including any warranty of merchantability or fitness for a particular purpose,
apply to Service provided hereunder or the equipment and facilities used to
provide Service. The conveying by SES Americom of proprietary information or
other information to Customer shall in no way alter this disclaimer.


B.     Limitation of Liability.


     ***


C.     Survival. The provisions of this Article 7 shall survive expiration or
termination of this Agreement indefinitely.


ARTICLE 8. CONFIDENTIALITY AND NONDISCLOSURE



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
(including but not limited to the prices, payment terms, schedules, protection
arrangements, and restoration provisions thereof), and all information provided
to Customer and SES Americom related to the design and performance
characteristics of the Satellite, and any subsystems or components thereof,
including the Channels) Notwithstanding the foregoing, Customer (and not SES
Americom) may disclose



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	*** 	 	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.








 


to its third-party customers making use of the Service, and SES Americom (and
not Customer) may disclose to its third party vendors and contractors providing
services relating to the Satellite (including but not limited to insurance and
launch service providers), the Technical Performance Specifications, the User’s
Guide, and the protection arrangements and restoration provisions of the
Service.


B.     Proprietary Information. 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.


     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 (1) is or becomes lawfully available to
the public from a source other than the receiving party before or during the
period of this Agreement, (2) is released in writing by the disclosing party
without restrictions, (3) is lawfully obtained by the receiving party from a
third party or parties without obligation of confidentiality, (4) is lawfully
known by the receiving party prior to such disclosure and is not subject to any
confidentiality obligations, or (5) is at any time lawfully developed by the
receiving party completely independently of any such disclosure or disclosures
from the disclosing party.


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


     Customer and SES Americom agree to negotiate in good faith a three-party
non-disclosure agreement with Vendor for information to be disclosed related to
this Agreement.


C.     Survival. The provisions of this Article 8 shall survive expiration or
termination of this Agreement indefinitely.


ARTICLE 9. TERMINATION



A.     Termination for Default. In addition to any rights of termination provided
in other Articles of this Agreement, either party may terminate this Agreement
(a “Termination for Default”) by giving the other party written notice thereof
in the event: (1) the other party materially breaches this Agreement (except
for a breach of Article 8) and fails to cure such breach within thirty (30)
days after receipt of written notice thereof (except that, if the breaching
party fails to pay amounts due hereunder, such cure period shall be reduced to
twenty (20) days for the second and subsequent failures in any one calendar
year, and, in lieu of termination, SES Americom may, in its sole discretion,
suspend the provision to Customer of the Service, with no liability to
Customer); or (2) the other party becomes insolvent or the subject of
insolvency proceedings, including without limitation, if the other party is
judicially declared insolvent or bankrupt, or if any assignment is made of the
other party’s property for the benefit of its creditors or if a receiver,
conservator, trustee in bankruptcy or other similar officer is appointed by a
court of competent jurisdiction to take charge of all or any substantial part
of the other party’s property, or if a petition is filed by or against the
other party under any provision of the Bankruptcy Code now or hereafter
enacted, and such proceeding is not dismissed within sixty (60) days after
filing, or if a petition is filed by the other party under any provision of the
Bankruptcy Code now or hereinafter enacted. ***



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	*** 	 	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.








 


B.     Termination for Convenience. At any time after the Effective Date, Customer
may terminate this Agreement for convenience (a “Termination for Convenience”),
by written notice to SES Americom, provided at least 180 days prior to the
effective date of such termination, provided that, on the effective date of
such termination, Customer shall pay to SES Americom an amount equal to ***
(together, the “Termination Payment”). The Termination Payment *** shall
constitute Customer’s sole obligation in the event of a Termination for
Convenience, and, for the avoidance of doubt, Customer shall have no further
duties or obligations to SES Americom hereunder, except as expressly set forth
in Subsection 9.F(2), provided that, except as provided in Subsection 2.A(2),
Customer understands and agrees that any attempt to recover some or all of the
Option Payment at any time or pay less than the Termination Payment in
connection with a Termination for Convenience would be a breach of this
Agreement and entitle SES Americom to terminate the Agreement for breach under
Section 9.A and recover the Termination Value.


C.     Termination for Delay or Force Majeure.



	 	 	***



D.     Refunds. In the event of the expiration of this Agreement pursuant to
Section 9.F(1), or in the event of termination by Customer or wrongful
termination by SES Americom pursuant to this Agreement, SES Americom shall
refund any portion of the MRC paid by Customer to SES Americom which relates to
Service not provided by SES Americom, and no further MRC or other amounts shall
be due for the period following expiration or termination. By way of
clarification, this Section 9.D shall not limit Customer’s rights under this
Agreement, at law, in equity or otherwise in the event of Termination for
Default or otherwise by Customer.


E.     Termination Liability. ***


F.     Expiration of Agreement/ Survival.


     ***


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


G.     Inability to Regain Satellite. If upon expiration or termination of this
Agreement, SES Americom is unable to regain the use of all, or any part of, the
Satellite free and clear of any claims (including, but not limited to, claims
of a debtor in bankruptcy) or liens arising as a result of the use of the
Satellite by Customer or Customer’s Designees, then in addition to any specific
performance remedy available to SES Americom pursuant to Section 10.G of this
Agreement, Customer shall be obligated, without regard to any such expiration
or termination, to continue to pay SES Americom the payments provided for in
Article 2 in proportion to the portion of the Satellite SES Americom is unable
to regain (the “Continuation Payments”).


***


ARTICLE 10. GENERAL PROVISIONS



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



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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.








 


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 a payment is made late as a result of a
Force Majeure Event (e.g., unscheduled closure of the banking settlement
system), then interest at 30-day LIBOR shall be compounded monthly and paid
from the due date until the date actually paid. If Service is unavailable as a
result of a Force Majeure Event affecting the Satellite, then Customer’s
obligation to pay the MRC shall be suspended during such period Service is
unavailable and shall resume upon the Service becoming available. A “Force
Majeure Event” means acts of God, acts of the other party, acts of government
authority, strikes or other labor disturbances, or any other cause beyond the
reasonable control of that party, that (1) as to SES Americom, relates to or
affects its ability to provide the Service, or (2) as to either party, relates
to or affects that’s party’s ability to make a payment.


B.     No Implied License. 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 Americom, SES Global SA, and their Affiliates, contractors
and vendors (including Vendor).


C.     No Third-Party Rights; No Fiduciary Relationship. Nothing contained in this
Agreement shall be deemed or construed by the parties or by any third party to
create any rights, obligations or interests in third parties; or to create the
relationship of principal and agent, partnership or joint venture or any other
fiduciary relationship or association between the parties.


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


E.     Costs and Attorneys’ 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 attorneys’ fees, in successfully
bringing or defending against such action.


F.     Exclusive Jurisdiction. Each party hereby irrevocably and unconditionally:


     (1)  (a) agrees that any suit, action or proceeding against SES Americom by
Customer with respect to this Agreement shall be instituted only in the trial
court of Princeton, New Jersey, or the U.S. District Court for the District of
New Jersey (and appellate courts from any of the foregoing), as Customer may
elect in its sole discretion, (b) agrees that any suit, action or proceeding
against Customer by SES Americom with respect to this Agreement shall be
instituted only in the trial court of Denver, Colorado, or the U.S. District
Court for the District of Colorado (and appellate courts from any of the
foregoing), as SES Americom may elect in its sole discretion, (c) 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 the
other, and (d) 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;


     (2)  agrees that service of all writs, process and summonses in any suit, action
or proceeding pursuant to Subsection (1) above 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.E, such service to
become effective 30 days after such mailing, provided that nothing contained in
this Subsection (2) shall



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	*** 	 	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.








 


affect the right of either party to serve process in any other manner permitted
by law; and


     (3)  (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) or clause (b) of
Subsection (1) above (as applicable), (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.


     (4)  The provisions of this Subsection F shall survive expiration or termination
of this Agreement indefinitely.


G.     Specific Performance. Each party recognizes that any material breach of the
terms of this Agreement would give rise to irreparable harm to the other party
for which money damages would not be an adequate remedy, and accordingly agrees
that, any term of this Agreement to the contrary notwithstanding, in addition
to all other remedies available to it, each party shall be entitled to enforce
the terms of this Agreement by a decree of specific performance against the
other party, in each case without the necessity of proving the inadequacy of
money damages, provided that Customer shall not be entitled to receive the
benefit of such specific performance with respect to any action by SES Americom
that would: (i) pose or allow to remain a threat to the health and stable
operation of the Satellite; or (ii) result in a violation by SES Americom of
any applicable law or regulation, or any coordination agreement or requirement.
Such remedy shall not be deemed the exclusive remedy for breach of this
Agreement, but shall be in addition to all other remedies that a party may have
at law, in equity, under contract or otherwise. The provisions of this
Subsection G shall survive expiration or termination of this Agreement
indefinitely.


H.     Headings; Severability; Customer Purchase Orders. All titles and headings
in this Agreement are for reference purposes only; they will not affect the
meaning or construction of the terms of this Agreement. If any part or parts
of this Agreement are held to be invalid, the remaining parts of the Agreement
will 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 will be for Customer’s internal purposes only and, therefore, even if
acknowledged by SES Americom, will not in any way add to, subtract from, or in
any way modify the terms and conditions of this Agreement.


I.     Assignment. ***


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 Services Agreement for a launch, modified so as to apply to
Customer and the launch services provider. SES Americom 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 Services Agreement for a launch,
modified so as to apply to SES Americom and the launch services provider. 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 Americom under this Agreement.


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) of the other party, obtained in advance, for each item
of advertising or publicity. The foregoing prohibition shall include but not
be limited to news releases, letters, correspondence, literature, promotional
materials or displays of any nature or form. Each request for approval
hereunder shall be submitted in writing to the representative designated in
writing; and approval, in each instance, shall be effective only if in writing
and signed by said representative. Nothing herein shall



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	*** 	 	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.








 


prevent either party from providing the FCC, or any other governmental agency,
information concerning this Agreement as required by law or in response to a
request for information by such governmental agency. Notwithstanding the
foregoing, either party may refer to the fact that SES Americom 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.


L.     ITAR. Information exchanged under this Agreement may be subject to U.S.
export control laws and regulations, such as the U.S. International Traffic in
Arms Regulations (“ITAR”) or the Export Administration Act. 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.


M.     Entire Agreement. This Agreement contains the entire and exclusive
understanding between the parties concerning the subject matter hereof and
supersedes all prior communications and understandings between them relative to
the subject matter hereof.


ARTICLE 11. DEFINITIONS



     As used in this Agreement:



	A.	 	“Affiliate” means, with respect to a party, any person or entity (1) 10%
or more of the capital securities 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.
	 
	B.	 	“Agreement” shall have the meaning specified in Section 1.A.
	 
	C.	 	***
	 
	D.	 	***
	 
	E.	 	“AMC-15 Satellite” shall have the meaning specified in Section 1.A.
	 
	F.	 	***
	 
	G.	 	***
	 
	H.	 	***
	 
	I.	 	***
	 
	J.	 	***
	 
	K.	 	***
	 
	L.	 	***
	 
	M.	 	“Business Day” means Monday through Friday, 8:30 a.m. to 5:00 p.m. (local
time in New York City, New York) exclusive of banking holidays observed in
New York City.




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	*** 	 	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.








 



	N.	 	***
	 
	O.	 	“Channel” means a communication path by which a signal is transmitted
using the Satellite.
	 
	P.	 	“Construction Contract” shall have the meaning specified in Section 1.A.
	 
	Q.	 	“Continuation Payments” shall have the meaning specified in Section 9.G.
	 
	R.	 	“Customer” shall have the meaning specified in the preamble paragraph.
	 
	S.	 	“Customer’s Designees” shall have the meaning specified in Subsection
4.B(2).
	 
	T.	 	***
	 
	U.	 	“End-of-Life” means the date on which, in SES Americom’s reasonable
judgment, a satellite should be taken out of service because of
insufficient fuel.
	 
	V.	 	“Effective Date” shall have the meaning specified in the preamble
paragraph.
	 
	W.	 	***
	 
	X.	 	***
	 
	Y.	 	“Force Majeure Event” shall have the meaning specified in Section 10.A.
	 
	Z.	 	“FSS” shall mean the Fixed-Satellite Service, as defined in the Radio
Regulations of the ITU.




	AA.	 	***
	 
	BB.	 	“In-Service” means that the *** is deployed in the Orbital Location, and, following SES
Americom testing and verification of the entire Satellite, SES Americom determines in
its reasonable business judgment that the Satellite or all usable capacity thereof, is
ready for commercial operation in accordance with the applicable Technical Performance
Specifications, provided that the Satellite is not a Satellite Failure. SES Americom
agrees that it shall provide written notice of such determination to Customer on the
date that SES Americom makes its determination.

	 
	CC. 	 	“In-Service Date”
means the date on which the Satellite *** is In-Service.
	 
	DD.	 	***
	 
	EE.	 	“Intended Use” means the provision by Customer to consumers in the United States of
direct-to-home video, audio, data and broadband and other digital communications
services.
	 
	FF.	 	***
	 
	GG.	 	***
	 
	HH.	 	***
	 
	II.	 	***
	 
	JJ.	 	***
	 
	KK.	 	“ITAR” shall have the meaning ascribed to that term in Section 10.L.
	 
	LL.	 	“ITU” means the International Telecommunications Union.




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	*** 	 	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.








 



	MM.	 	***
	 
	NN.	 	“Launch Service Agreement” means the agreement executed between SES Americom and a
launch provider for the launch of the Satellite.
	 
	OO.	 	“MRC” shall have the meaning specified in Section 2.B.
	 
	PP.	 	***
	 
	QQ.	 	***
	 
	RR.	 	***
	 
	SS.	 	***
	 
	TT.	 	“Orbital Location” shall have the meaning specified in Section 1.A.
	 
	UU.	 	“Partial Loss” shall mean any failure of a Channel to operate in accordance with the
Technical Performance Specifications that does not result in a Satellite Failure.
	 
	VV.	 	“Prime Rate” shall mean the “prime rate” of interest as shown in the Money and
Investing Section of the Wall Street Journal as of the applicable date.
	 
	WW.	 	“Program Management” means the SES Americom effort (both internal and external
resources) to manage the construction, launch, insurance and commissioning of a
satellite.
	 
	XX.	 	***
	 
	YY.	 	***
	 
	ZZ.	 	***
	 
	AAA.	 	***
	 
	BBB.	 	***
	 
	CCC.	 	“Satellite” shall mean the AMC-15 Satellite ***
	 
	DDD.	 	***
	 
	EEE.	 	“Service” shall have the meaning specified in Section 1.A.
	 
	FFF.	 	“Service Term” shall have the meaning specified in Section 1.C.
	 
	GGG.	 	“SES Americom” shall have the meaning specified in the preamble paragraph.
	 
	HHH.	 	***
	 
	III.	 	***
	 
	JJJ.	 	***
	 
	KKK.	 	“Technical Performance Specifications” shall have the meaning specified in Section 1.A.
	 
	LLL.	 	“Termination for Convenience” shall have the meaning specified in Section 9.B.
	 
	MMM.	 	“Termination for Default” shall have the meaning specified in Section 9.A.




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	*** 	 	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.








 



	NNN.	 	“Termination Payment” shall have the meaning specified in Section 9.B.
	 
	OOO.	 	“Termination Value” shall have the meaning specified in Section 9.E.
	 
	PPP.	 	“TTC” shall have the meaning specified in Section 5.A.
	 
	QQQ.	 	“User’s Guide” shall have the meaning specified in Section 4.B.
	 
	RRR.	 	“Vendor” shall mean Lockheed Martin Corporation, ***



This Agreement contains the complete and exclusive understanding of the parties
with respect to the subject matter hereof and 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.



	 	 	 	 	 	 	 
	ECHOSTAR SATELLITE CORPORATION
	 	SES AMERICOM, INC., as agent for SES

AMERICOM CALIFORNIA, INC.

and SES AMERICOM COLORADO, INC.
	 
	By:	 	 	 	By:	 	 
	 	
	 	 	

	(Signature)	 	(Signature)
	 
	Name:	 	Name:
	 	
	 	 	

	(Typed or Printed Name)	 	(Typed or Printed Name)
	 
	Title:	 	Title:
	 	
	 	 	

	 
	
ECHOSTAR COMMUNICATIONS CORPORATION,

solely as to the obligation set forth in

Section 3.C of this Agreement	 	 	 	 
	 
	By:	 	 	 	By:	 	 
	 	
	 	 	

	(Signature)	 	(Signature)
	 
	Name:	 	Name:
	 	
	 	 	

	(Typed or Printed Name)	 	(Typed or Printed Name)
	 
	Title:	 	Title:
	 	
	 	 	





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	*** 	 	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.