ex10_4.htm


    
      
        
          	  	
                  Exhibit
      10.4

                


        

         

        
          Pursuant
to 17 CFR 240.24b-2, confidential information has been omitted in places marked
"[***]" and has been filed separately 

          with the
Securities and Exchange Commission pursuant to a Confidential Treatment
Application filed with the Commission.

        
AMENDMENT
TO CONTRACT

    

    BETWEEN

    TERRESTAR
NETWORKS INC. AND HUGHES NETWORK SYSTEMS, LLC

    FOR
DESIGN, DEVELOPMENT AND SUPPLY OF

    SATELLITE
BASE STATION SUBSYSTEM (S-BSS)

    


    This Amendment to Contract (the “Amendment”) is made
as of August 1, 2008 (the “Amendment Effective
Date” or “EDA”) by and between
Hughes Network Systems, LLC (the “Contractor”) with its
principal place of business at 11717 Exploration Lane, Germantown, Maryland,
20876, and TerreStar Networks Inc., a corporation organized under the laws of
Delaware with its principal place of business at One Discovery Square, Suite
600, 12010 Sunrise Valley Drive, Reston, Virginia 20190 (“TerreStar”).  As
used herein, Contractor and TerreStar may each be referred to individually as a
“Party” and collectively as the “Parties.”

    


    WHEREAS, TerreStar has contracted
with Contractor for the design, development and supply of an S-BSS and related
Deliverable Items under the contract between the Parties titled “Contract
Between TerreStar Networks Inc. and Contractor for Design, Development and
Supply of Satellite Base Station Subsystem (S-BSS),” dated February 6, 2007, as
amended by that certain Addendum and Amendment to Contract between the Parties
dated April 13, 2007 (collectively the “Contract”);

    


    WHEREAS, the Parties desire to
amend the Contract to extend the Key Milestone date and to include certain other
revisions as set forth herein.

     

    NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained herein and
intending to be legally bound, the Parties hereby agree to the
following:

     

    
      	
              I. 

            	
              The
      Contract is hereby amended as
follows:

            


    

     

    
      	
              1. 

            	
              Replacement Exhibits.  The
      following Exhibits to the Contract shall be deleted in their entirety and
      replaced with the revised versions of such Exhibits attached to this
      

            


    

    
      	
              Amendment:

            


    

     

    
      	
            	
              (a)

            	
              Exhibit A –
      S-BSS Statement of Work;

            


    

     

    
      	
            	
              (b) 

            	
              Exhibit
      B – S-BSS Functional Requirements;
and

            


    

     

    
      	
            	
              (c) 

            	
              Exhibit C –
      S-BSS Price and Payment Milestone
Schedule.

            

          

    All other
Exhibits to the Contract shall remain in full force and effect, except to the
extent the same are expressly amended herein.

     

    
      	
              2. 

            	
              Article 3.B (Liquidated
      Damages).  Article 3.B (Liquidated Damages) is hereby
      amended to read as follows:

            


      
        
        

      

    

     

    
      
        
          This
Amendment and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

          be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Amendment and the Contract.

        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    

     

    B.    Contractor
acknowledges that time is of the essence with respect to the Milestone Schedule
and timely delivery of the Work, and that if Contractor fails to meet the Key
Milestone by [***], TerreStar may incur substantial damages that will be
difficult to calculate.  If Contractor fails to complete the Key
Milestone by [***], then Contractor shall pay liquidated damages in accordance
with Article 18.

     

    
      	
              3. 

            	
              Article 5.B (S-BSS
      Acceptance). 
               The following
      paragraph shall be inserted between the first and second paragraph of
      Article 5.B (S-BSS Acceptance”):

            


    

     

    “Operational
Acceptance Testing shall be conducted during the Operational Verification Phase
for S-BSS Release 2, once Contractor has completed all prerequisite Work to be
performed under this Contract with respect to S-BSS Release 2 and prior
Releases, and has successfully achieved all previous applicable Milestones for
S-BSS Release 2 and prior Releases through the end of the Technical Verification
Phase.”

     

    
      	
              4. 

            	
              Article 7.E
      (Invoices).  Article 7.E is hereby amended to read as
      follows:

            


    

     

    All
invoices required to be delivered by Contractor hereunder shall be submitted by
overnight courier to TerreStar (original and one (1) copy), including supporting
documentation and data at the following address:

     

    TerreStar
Networks Inc.

    Attn:
Accounts Payable

    12010
Sunset Hills Road, Sixth Floor

    Reston,
VA 20190

    


    With
Copies to:

    


    TerreStar
Networks Inc.

    Attn:
[***], Sr. Director, Satellite Operations

    12010
Sunset Hills Road, Sixth Floor

    Reston,
VA 20190

    Tel:
[***]

    Fax:
703/483-7977

    


    TerreStar
Networks Inc.

    Attn:  [***],
Director of Contracts

    12010
Sunset Hills Road, Sixth Floor

    Reston,
VA 20190

    Tel:
[***]

    Fax:
703/483-7977

    


    


    
      
        
          This
Amendment and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

          be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Amendment and the Contract.

        

      

      
        Page
2

        
          

        

      

      
        
        

      

       

      

       

       

    

    
      	
              5. 

            	
              Article 9.F (Spare
      Parts).  The sixth sentence of Article 9.F (Spare Parts)
      is deleted in its entirety and replaced with the
  following:

            



     

    “After
the Warranty Period, and for a period of seven (7) years from Provisional
Acceptance, at TerreStar’s request, Contractor shall sell additional spare parts
(those not included in the then-current replenished spare parts inventory) to
TerreStar and/or its service providers on commercially reasonable terms and
prices.”

     

    
      	
              6. 

            	
              Article 9.R (Post-Warranty
      Support).  Article 9.R (Post-Warranty Support) is deleted
      in its entirety and replaced with the
following:

            



     

    “Contractor
shall use commercially reasonably efforts to ensure that post-warranty hardware
and software support may be procured from Contractor for the Deliverable Items,
on commercially reasonable terms and pricing, for a period of seven (7) years
from Provisional Acceptance.”

     

    
      	
              7. 

            	
              Article 18.A (Liquidated
      Damages).  Article 18.A (Liquidated Damages) is hereby
      amended to read as follows:

            


    

     

    A.    Liquidated
Damages.  In the event that the relevant Key
Milestone is not completed as specified therefor in Exhibit A by [***], then Contractor shall
pay liquidated damages, which are not intended to be, and shall not be construed
as, a penalty, for each calendar day of delay after [***].  Contractor
shall pay TerreStar:

     

    With
respect to the S-BSS Work, for each [***] ([***]) [***] period after [***],
liquidated damages for each [***] of additional delay during such [***] period
shall be equal to [***] ([***]%) of the total S-BSS
Purchase Price multiplied by [***].

    


    With
respect to the Chipset Work, for each [***] ([***]) [***] period after [***],
liquidated damages for each [***] of additional delay during such [***] period
shall be equal to [***] percent ([***]%) of the portion of the Chipset Purchase
Price applicable to Phase 1 of the Chipset Work as set forth in Exhibit C2 (the
“Phase 1 Chipset Purchase Price”) multiplied by
[***].

     

    The total
accumulated liquidated damages payable by Contractor under this Contract for
delays in meeting the Key Milestone Date shall not exceed [***] percent ([***]%)
of the total S-BSS Purchase Price and [***] percent ([***]%) of the Phase 1
Satellite Chipset Purchase Price as applicable as adjusted by any price impact
resulting from changes to the respective Purchase Price (for these purposes
total Purchase Price will not include the value of any options exercised under
this Contract as listed in Exhibits D and
D2).

     

    
      
        
          This
Amendment and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

          be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Amendment and the Contract.

        

      

      
        Page
3

        
          

        

      

      
        
        

      

       

      

       

       

      
        	
                8. 

              	
                
                  Attachment 1 -
      Glossary.  The following term is hereby added to
      Attachment 1
(Glossary):

                

              


      

    

     

    “Operational Acceptance
Testing” means operational testing of the Canadian gateway S-BSS as
described on Exhibit A.

     

    The
following term in Attachment 1 (Glossary) is hereby amended to read as
follows:

     

    “Release 1 - Alpha” shall mean
the Deliverable Items and Work associated with completing the alpha version of
the first release of the Chipset Software as further described in Exhibit
B2 and/or the associated Satellite Chipset, as
the context requires.

     

    
      	
              9. 

            	
              
                Article 9.D (Warranty Period).
      Article 9D is hereby amended to read as
  follows:

              

            


    

     

    D.     Warranty
Period.  With respect to each Deliverable Item or Service associated
with the S-BSS Work, these warranty and support obligations shall run for
a period of one (1) year from the completion of Technical Verification Review
for Release 1 (the “S-BSS
Warranty Period”).  With
respect to the Chipset Work, these warranty and support obligations shall run
for a period of one (1) year from Final Acceptance of Phase 2 (the “Chipset
Warranty Period”).  Notwithstanding the preceding, as part of
the Services included in the Purchase Price, Contractor shall remedy any
problems or defects in Releases
1 and 2 of the Phase 1 Satellite Chipset that arise between their respective
Acceptance dates and Final Acceptance of the Phase 2 Satellite
Chipset.  With respect to the Deliverable
Items or Service,
TerreStar may purchase an extended Warranty as provided for in Exhibit
D
and D2.

     

    
      	
              10. 

            	
              
                Article
      10.C (Key Personnel).  Article 10.C Item 2. is hereby
      amended to read as
follows:

              

            


    

     

    (2)    Dedicated
Engineering
Manager for Chipset Phase 1: [***]

     

    
      	
              11. 

            	
              
                Article
      29.A (Notification Address).  Article 29.A is
      hereby amended to replace Dennis Matheson, Sr. VP, Satellite Operations
      with Tann Pinney, Sr. Director, Satellite
    

              

            


    

    
      	
              Operations.:

            


    

     

    II.    Capitalized
terms shall have the meaning ascribed to them in the Contract, and the related
Exhibits and Glossary attached to the Contract, as may be amended by this
Amendment.

     

    
      
        
          This
Amendment and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

          be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Amendment and the Contract.

        

      

      
        Page
4

        
          

        

      

      
        
        

      

       

    

    

    
 

    III.    This
Amendment and the Contract together constitute the entire agreement and
understanding between the Parties in connection with the transactions hereby
contemplated.  This Amendment supersedes all previous agreements,
arrangements and understandings between the Parties with regard to such
transactions.  Except as specifically amended in this Amendment, the
Contract remains in full force and effect, and is ratified and
confirmed.

     

    IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by their duly
authorized representatives as of the day and year first above
written.

    
 

    


    ACCEPTED:

     

    
      
        
          	TERRESTAR NETWORKS
      INC. 	 	HUGHES NETWORK SYSTEMS,
      LLC	 
	 	 	 	 
	By: 	
                  /s/
      Neil Hazard

                	 	By:	
                  /s/
      Matthew Mohebbi

                	 
	 	 	 	 	 	 
	Typed
      Name:	
                  Neil
      Hazard

                	 	Typed
      Name:	
                  Matthew
      Mohebbi

                	 
	 	 	 	 
	
                  Title: 

                	
                  Chief
      Financial Officer

                	 	
                  Title:

                	
                  Vice
      President

                	 
	 	 	 	 	 	 
	Date:	August 1,
    2008	 	Date:
      	July 25,
    2008	 


        

      



    


    
       

      
        
          
            This
Amendment and the information contained therein are confidential and proprietary
to TerreStar and Contractor and shall not

            be
published or disclosed to any third party except as permitted by the Terms and
Conditions of this Amendment and the Contract.

          

        

        
          Page
5

          
            

          

        

        
          
          

        

         

      

      
        	
                

                 

              	
                AMENDMENT
      2

                 

              
	
                TerreStar
      Satellite Base Station Subsystem SOW

                 

              	 
      


      

       

       

       

       

      TerreStar
Satellite Base Station Subsystem

       

      (S-BSS)

       

      


       

      Statement
of Work

       

      


       

      TSN_SAT_2_REQ-Satellite
Base Station Subsystem SOW V 2.5

       

      


       

       

      July
16, 2008

       

      
         

        
 

      

      
        
          	
                  This
      document contains data and information proprietary to TerreStar Networks
      Inc. This data is being furnished pursuant to the provisions of the
      Contract between TerreStar Networks Inc. and Hughes Network Systems, LLC
      for the TerreStar Satellite Base Station Subsystem.  Hughes
      Network Systems, LLC and TerreStar Networks Inc. shall have the right to
      duplicate, use or disclose the data and information to the extent
      specified in the Contract and herein.

                
	
                  This
      document contains information subject to the U.S. Export Administration
      Regulations (EAR).  Re-export or retransfer not in conjunction
      with the U.S. EAR is prohibited.

                   

                


        

      

      


      


      


      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 1 of
32

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                    

                     

                  	
                    AMENDMENT
      2

                     

                  
	
                    TerreStar
      Satellite Base Station Subsystem SOW

                     

                  	 
      


          

        

         

      

      Revision
History

       

      
        	
                Date

              	
                Version

              	
                Description

              	
                Author

              
	
                1/31/07

              	
                1.0

              	
                Initial
      Release

              	
                [***]

              
	
                1/31/07

              	
                1.1

              	
                Changed
      KOR/SRR to 45 days after go ahead

              	
                [***]

              
	
                2/2/07

              	
                1.2

              	
                Added
      Clarification to Acceptance Criteria

              	
                [***]

              
	
                2/06/07

              	
                1.3

              	
                Renamed
      to correct Execution Copy Errors

              	
                [***]

              
	
                2/07/07

              	
                1.4

              	
                Clarified
      Acceptance Criteria for the TVR and ORR

              	
                [***]

              
	
                2/09/07

              	
                1.5

              	
                Changed
      the Export Control Language to eliminate ITAR

              	
                [***]

              
	
                1/31/08

              	
                2.0

              	
                Incorporated
      CCN #6

                Removed
      references to [***] Alpha

                Minor
      editorial updates

              	
                [***]

              
	
                5/1/08

              	
                2.1

              	
                Updated
      milestones for extended schedules.  Added upgrade and rollback
      of releases.

              	
                [***]

              
	
                6/6/08

              	
                2.2

              	
                Amendment
      2 Update for extended schedule

              	
                [***]

              
	
                6/13/08

              	
                2.3

              	
                Further
      Amendment 2 Updates

              	
                [***]

              
	
                6/17/08

              	
                2.4

              	
                Final
      Amendment 2 Changes

              	
                [***]

              
	
                7/16/08

              	
                2.5

              	
                Final
      Amendment 2 Changes (New Payment Schedule and [***] CTS Date
      Change}

              	
                [***]

              


      

      


      


      


      


      


      


      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 2 of
32

          
            

          

        

        
          
          

        

         

      

      
        
          	
                  

                   

                	
                  AMENDMENT
      2

                   

                
	
                  TerreStar
      Satellite Base Station Subsystem SOW

                   

                	 
      


        

      

      
         

      

       

      Table
of Contents

       

      
        
          
            	
                    Revision
      History

                  	 	 	2	 
	
                    Table
      of Contents

                  	 	 	3	 
	
                    1   Introduction

                  	 	 	4	 
	
                    1.   Purpose
      and Objective

                  	 	 	4	 
	
                    1.2   Scope

                  	 	 	4	 
	
                    2   Applicable
      Specifications

                  	 	 	5	 
	
                    3   Requirements

                  	 	 	6	 
	
                    3.1   General
      Requirements

                  	 	 	6	 
	
                    3.2   Program
      Management

                  	 	 	7	 
	
                    3.3   System
      Design and Development

                  	 	 	10	 
	
                    3.4   Production
      and Implementation

                  	 	 	14	 
	
                    3.5   Technical
      and Operational Verification Phase

                  	 	 	15	 
	
                    3.6   System
      Deliverables

                  	 	 	16	 
	
                    3.7   Deployment

                  	 	 	17	 
	
                    3.8   Technical
      Verification

                  	 	 	17	 
	
                    3.9   Operational
      Verification

                  	 	 	18	 
	
                    3.10   First
      Call

                  	 	 	18	 
	
                    3.11   Documentation

                  	 	 	18	 
	
                    3.12   Training

                  	 	 	24	 
	
                    3.13   Customer
      Furnished Equipment

                  	 	 	26	 
	
                    4   Project
      Schedule

                  	 	 	27	 
	
                    4.1   General

                  	 	 	27	 
	
                    4.2   Program
      Milestones

                  	 	 	27	 
	
                    4.3   Operational
      Verification

                  	 	 	30	 
	
                    4.4   Operational
      Capability

                  	 	 	32	 
	 
      	 	 	 	 
	 
      	 	 	 	 
	
                    Figure
      3-1 S-BSS Test Objectives

                  	 	 	15	 
	
                    Figure
      3-2 Contract Deliverable Schedule

                  	 	 	19	 
	
                    Figure
      3-3 [***]

                  	 	 	25	 
	
                    Figure
      4-1 High Level S-BSS Project Schedule

                  	 	 	27	 
	
                    Figure
      4-2 Technical Meetings

                  	 	 	28	 
	
                    Figure
      4-3 Integration and Test High Level Schedule

                  	 	 	29	 
	
                    Figure
      4-4 [***]

                  	 	 	30	 


          

        

      

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 3 of
32

          
            

          

        

        
          
          

        

         

        
          
            	
                    

                     

                  	
                    AMENDMENT
      2

                     

                  
	
                    TerreStar
      Satellite Base Station Subsystem SOW

                     

                  	 
      


          

        

         

      

      
        1  Introduction

      

      
         

          
            

          

        

        
          1.1  
Purpose
and Objective

        

         

      

      This
statement of work (SOW) defines the program partnership, tasks, deliverable
data, and schedules for the design, development, manufacture, installation,
test, integration with the TerreStar Network (TSN) and the ongoing support of
the satellite base station subsystem.  The SOW defines the design,
development, integration, test, deployment, integration with the TSN, and
operational verification of two Functionality Releases anticipated for full
S-BSS functionality.  At Provisional and Final Acceptance an
operations and maintenance (O&M) handover shall occur.

       

      
        
          

        

        
          1.2  
Scope

           

        

      

      Contractor
shall develop the satellite base station subsystem (S-BSS) within the satellite
segment of the TSN.  The satellite segment includes the [***]. The
development of the two functionality releases shall include all tasks necessary
to bring the S-BSS into Initial Operational Capability and Full Operational
Capability as a part of the TSN and shall progressively add functionality until
full S-BSS functionality is attained.  These tasks
include:

       

      
        	
                ·  

              	
                S-BSS
      Operational Concepts Development

              


      

      
        	
                ·  

              	
                S-BSS
      Design, Development, Fabrication, Spare Parts, Implementation, Integration
      and Test

              


      

      
        	
                ·  

              	
                S-BSS
      Delivery and Technical and Operational Performance
      Verification

              


      

      
        	
                ·  

              	
                Satellite
      Segment Integration and Test

              


      

      
        	
                ·  

              	
                Documentation

              


      

      
        	
                ·  

              	
                Training

              


      

      
        	
                ·  

              	
                Program
      Management

              


      

       

      The S-BSS
interfaces with the Satellite Beam Access Subsystem (SBAS) [***].  It
shall include a [***] defined in Exhibit B, TSN_SAT_2_TRD-S-BSS Functional
Requirements.  The S-BSS interfaces to [***].  The S-BSS
shall be composed of two components of equipment located at the satellite
gateways in Ontario, Canada, and North Las Vegas, Nevada (NLV) and an S-BSS Test
Bed located at a TerreStar facility to be identified prior to
shipment.

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 4 of
32

          
            

          

        

        
          
          

        

         

      

      
        
          	
                  

                   

                	
                  AMENDMENT
      2

                   

                
	
                  TerreStar
      Satellite Base Station Subsystem SOW

                   

                	 
      


        

         

      

      
        2  
Applicable
Specifications

      

       

      The S-BSS
development shall conform to the requirements in the following
specifications.

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

       

      The
following documents are included as reference documents to ensure all components
of the satellite segment are designed in a consistent manner where
applicable.

       

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 5 of
32

          
            

          

        

        
          
          

        

         

      

      
        
          
            	
                    

                     

                  	
                    AMENDMENT
      2

                     

                  
	
                    TerreStar
      Satellite Base Station Subsystem SOW

                     

                  	 
      


          

           

        

        3  Requirements

      

       

      
        
          

        

        
          3.1
  General
Requirements

        

         

      

      
        3.1.1 
 S-BSS
Development

      

       

      The
Contractor shall perform all tasks necessary to design, prototype, develop,
implement, install, test, and operationally deploy a satellite base station
subsystem which meets the requirements set forth in this SOW, the [***], and the
other documents that comprise the S-BSS contract.  To facilitate a
progressive development of S-BSS functionality, the S-BSS project shall include
a succession of [***] functionality releases as defined in Exhibit B,
[***].  The definitions contained in the Exhibit B were determined
based on the following TerreStar requirements.  [***].  The
following are the major program milestones:

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      [***]
shall have an SRR/PDR, CDR, CTS, Technical Verification Test (TVT) and
Operational Verification Test (OVT) in accordance with sections 3.2 and 3.5 with
acceptance of the Release occurring after successful completion of Operational
Verification.  [***] shall include documentation updates for all
affected S-BSS documents defined in section 3.10 in

      accordance
with the schedule defined in Figure 3-2 Contract Deliverable
Schedule.  The dates for the SRR/PDR and CDR shall be determined by
mutual consent.

       

      
        
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or disclosure of the data contained on this sheet is subject to the restiction
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Network capacity for each Operational Verification Test shall
be as follows:

       

      
        	
                ·  

              	
                [***]

              


      

       

      
        	
                ·  

              	
                [***]

              


      

       

      The
network capacity at each gateway shall be capable of being used within any of
the [***] satellite beams required to cover the Primary and Secondary coverage
areas as defined in the satellite specification, in any amount of bandwidth, as
selected by TerreStar.

       

       

      
        3.1.2  
Acceptance

      

       

      There
will be [***] acceptance milestones for the S-BSS.

      


      
        	
                ·  

              	
                [***]

              


      

      
        	
                ·  

              	
                [***]

              


      

      
        	
                ·  

              	
                [***]

              


      

       

      
        3.1.3 
 Operations
and Maintenance Handover

      

       

      The
Contractor shall provide the necessary documentation in accordance with section
3.11 and training in accordance with section 3.12to transition O&M
responsibility to TerreStar.  The documentation and training shall be
provided during the Operational Verification Phase for handover of O&M
responsibilities for [***] at [***].  The documentation and training
shall be provided during the Operational Verification Phase for handover of
O&M responsibilities for [***] Functionality at Operational Acceptance of
the Canadian gateway S-BSS. After Operational Acceptance of the Canadian gateway
S-BSS, the Contractor shall upgrade and regression test the NLV S-BSS to
[***].  The Contractor shall demonstrate upgrade and regression
procedures in the lab.

       

      
        
          

        

        
          3.2  
Program
Management


        

      

      
         

        3.2.1  
Program
Management Organization

      

       

      
        3.2.1.1 
 Program
Manager

      

       

      The
Contractor shall assign a full time program manager who has the responsibility
for accomplishment of all the tasks defined in this SOW.  This shall
include planning, directing, controlling and reporting progress on all program
activities from contract award through Operational Acceptance.

       

      The
Program Manage shall be supported by an Engineering Manager/Chief System
Engineer with responsibility for all technical tasks defined in this
SOW.

       

      
        
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        3.2.1.2  
Subcontracts

      

       

      If the
Contractor elects to subcontract portions of the contract, the Contractor shall
provide technical and administrative subcontract management sufficient to ensure
successful performance of all subcontracts.  Successful performance is
delivery of the required products on time, with full compliance to the technical
specifications.  Procurement specifications shall be generated for all
subcontracts to assure compliance with the standards and requirements of this
contract.  The Contractor shall ensure that maintenance and support is
provided, either by his own or subcontractor personnel, for the duration of the
Operational Verification Phases.

       

      
        3.2.1.3  
Program
Communications

      

       

      The
Program Manager shall be the principal interface between the Program and the
Contractor’s corporate organization, the Contractor and Subcontractors (if
applicable), and between the Contractor and the TerreStar Program Office for all
matters relating to the contract.  The Program Manager shall also
serve as the focal point for the identification and resolution of all
problems.

       

      
        3.2.2  
Program
Plans

      

       

      
        3.2.2.1 
 Program
Management Plan

      

       

      The
Contractor shall prepare and submit a Program Management Plan (PMP) describing
the S-BSS Program activities.  The plan, at a minimum, shall describe
the organizational structure and the contractual and technical lines of
communication; define program responsibilities; describe the management
objectives and priorities and any risk areas; describe the risk management
process; personnel and staffing profiles and any plans for using subcontractors;
describe all program interfaces, including any subcontractor interfaces;
describe the documentation control and configuration management processes; and
describe the quality assurance processes.

       

      The
Contractor shall submit a Preliminary PMP with the Contractor’s
proposal.  The Final PMP shall be submitted at the Kick-Off
Meeting.  The Program Manager shall manage the S-BSS program in
accordance with the approved PMP.

       

      
        3.2.2.2  
Program
Schedule

      

       

      The
Contractor shall develop and maintain a Master Phasing Schedule and Detailed
Program Schedules.  The Master Phasing Schedule shall clearly identify
all key milestones including all hardware, software, and data deliveries, all
customer furnished items and the date required, major technical and programmatic
reviews, and all TerreStar milestones that are dependent on S-BSS
deliveries.  The Detailed Program Schedules shall be used by the
contractor to plan all tasks, task dependencies, and critical
path.  The Detailed Program Schedules shall be updated monthly to
reflect program progress and provided to the TerreStar PMO with the monthly
status report.

       

      
        3.2.3  
Program
Management Reviews, Meetings, and Status Reports

      

       

      
        3.2.3.1  
Kick-Off
Meeting

      

       

      The
Contractor shall conduct a Program Kick-Off Meeting [***] after letter contract
go ahead to ensure a mutual understanding on all contractual requirements
incorporated into the negotiated contract and the Contractor’s Program
Plan.  The meeting shall review the total program including
contractual, technical, schedule, business conduct and risk and mitigation
plans.  Business conduct subjects would include topics such as: lines
of authority and communication, meeting formats, TerreStar/Contractor
Responsibilities, scope change process, etc.  The Contractor shall
deliver a Kick-Off Meeting data package one week prior to the meeting that
includes all the draft, preliminary, and final documents listed in Figure 3-2
Contract Deliverable Schedule.

       

      
        
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or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
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        3.2.3.2  
Program
Status

      

       

      The
Contractor shall provide TerreStar full visibility into all S-BSS contractual
efforts through both formal and informal communications.  The formal
communications shall be in the form of monthly program reviews, ad hoc meetings
to discuss contractual issues, and monthly written reports.  The PMP
shall specify which metrics will be used to certify milestone
completion.

       

      
        3.2.3.3  
Monthly
Program Management Reviews

      

       

      The
Contractor shall conduct Monthly Program Management Reviews (PMR) to present a
summary of major accomplishments, problems and concerns, and status the Master
Phasing Schedule.  All technical, schedule and management problem
areas shall be identified and discussed with risk and risk mitigation efforts
detailed.  The schedule review shall include a comparison of the work
planned to the work accomplished, an update on staffing status, and a discussion
of the activities planned for the next month.  The Contractor shall
provide summary Project Status Reports at the PMRs.  Action items
shall be assigned and recorded in an Action Item Log with specific closure dates
for each item and a person responsible for resolving the action.  All
recently closed or on-going action items from previous reviews shall be
individually reviewed and discussed.  If the Contractor team includes
any subcontractors, the monthly reviews shall include a review of the individual
subcontractor major accomplishments and problems and concerns, including an
update on the schedule progress.

       

      The PMR
shall be held in a face-to-face meeting at least once every three months at a
mutually agreed location.  Other venues for this meeting can be
teleconferences, web meetings, video conferences, etc.

       

      The
Contractor shall generate an agenda for each PMR and provide a copy to TerreStar
one week prior to the review.  The Contractor shall generate minutes
of the PMRs, including the current status of the Action Item Log, and deliver a
copy to TerreStar within one week after the review.

       

      
        3.2.3.4  
Additional
Management Reviews

      

       

      Additional
program management meetings shall be scheduled as required to insure TerreStar
is fully apprised of status and risk issues that might impact S-BSS
functionality or delivery date.

       

      
        3.2.4  
Technical
Reviews, Meetings, and Reports

      

       

      
        3.2.4.1  
General

      

       

      The
Contractor shall conduct formal reviews to provide TerreStar an assessment of
system performance.  These reviews shall include a System Requirements
Review (SRR), a Preliminary Design Review (PDR), A Critical Design Review (CDR)
a Consent-to-Ship Test Review, an Operational Readiness Review, and an
Operational Acceptance Review.

       

      
        3.2.4.2  
SRR

      

       

      The
Contractor shall conduct the SRR at a mutually agreed time to
[***].  The Contractor shall deliver an SRR Data Package one week
prior to the meeting that includes all the draft, preliminary, and final
documents listed in Figure 3-2 Contract Deliverable Schedule.

       

      
        
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or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
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        3.2.4.3  
PDR

      

       

      The
Contractor shall conduct a PDR at a mutually agreed time.  The
Contractor shall review the [***]. The Contractor shall deliver a PDR data
package two weeks prior to the meeting that includes all the draft, preliminary,
and final documents listed in Figure 3-2 Contract Deliverable
Schedule.

       

      
        3.2.4.4  
CDR

      

       

      The
Contractor shall conduct a CDR at a mutually agreed time.  The
Contractor shall present data that [***].  The Contractor shall
deliver a CDR data package two weeks prior to the meeting that includes all the
draft, preliminary, and final documents listed in Figure 3-2 Contract
Deliverable Schedule.

       

      
        3.2.4.5
  Consent
to Ship

      

       

      The
Contractor shall conduct a CTS Review to present the results of the system
integration and test activities and the status of deployment preparations prior
to shipping and installing at the operational sites.  Section 4.2.7
defines the documentation required at this review.

       

      
        3.2.4.6 
 Meeting
Minutes

      

       

      The
Contractor shall provide reports and/or minutes for each of the technical
reviews including a listing of action items with specific closure dates for each
item.  All engineering assumptions and agreements made or reached
during the technical meetings shall be documented in the minutes.

       

      
        3.2.4.7  
Additional
Meetings

      

       

      The
Contractor or TerreStar may schedule additional meetings to provide a technical
interchange on topics requiring a greater level of detail or involvement of
technical specialists.  An agenda for each technical interchange
meeting (TIM) shall be generated and copies distributed to all participants one
week prior to the TIM.  The Contractor shall prepare minutes of each
TIM, including the assigned action item list, and deliver a copy to TerreStar
within one week after the TIM.

       

      
        3.2.4.8  
Readiness
Reviews

      

       

      The
Contractor shall conduct Test Readiness Reviews (TRR) prior to formal tests
defined in Section 3.5 of this SOW.

      
         

        
          

        

        
          3.3
  System
Design and Development


        

      

       

      The
Contractor shall perform the system engineering, software design and
development, hardware design and development, and prototyping efforts necessary
to ensure that the S-BSS satisfies all of the functional and performance
requirements set forth in the S-BSS Procurement Specification.

       

      
        3.3.1  
[***]

      

       

      [***]

       

      
        
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or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
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        3.3.2
  Export
Compliance Analysis

      

       

      The
Contractor shall perform an analysis of the S-BSS components and shall determine
the applicable export compliance regulations (e.g. International Traffic in Arms
Regulations (ITAR) or Export Authorization Regulations (EAR).  A
preliminary assessment shall be made by the Kick-Off Meeting.  Final
rulings from the appropriate export control authorities shall be received NLT
PDR.

       

      
        3.3.3  
System
Engineering

      

       

      The
Contractor shall establish a system engineering office within the S-BSS program
organization and shall maintain this office throughout the duration of the
program.  This office shall implement and maintain the System Design
Plan submitted with the Contractor’s proposal and approved at the Kick-Off
Meeting, and shall ensure that all design activities are conducted in accordance
with the provisions of the plan.

       

      The
system engineering office shall have the overall responsibility of ensuring that
the S-BSS is in full compliance with the functional and performance requirements
contained in the System Procurement Specification, and agreed to in the CONOPS,
the System Performance Specification, and the ICD.

       

      The
Contractors system engineering office shall perform the following specific tasks
and others as necessary.

       

      
        3.3.3.1 
 System
Design

      

       

      The
Contractor shall develop, in accordance with the design plan and the S-BSS
Functional specification, an S-BSS concept and top level subsystem design and
shall document that design in the System Performance Specification
(SPS).  The system design functions shall be allocated to hardware,
software, and procedures and documented in the Hardware Requirements Document,
the Software Requirements Document, and the CONOPS.

       

      
        3.3.3.2 
 Common
Satellite Air Interface Specification Development

      

       

      The
Contractor shall develop an air interface specification for the
[***].  The Contractor shall support TerreStar in the
[***].

       

      
        3.3.3.3  
Interface
Control Document

      

       

      The
Contractor shall specify all external and internal interfaces in a Subsystem
ICD.  This document shall [***].

       

      
        3.3.3.4  
Analysis
and Simulation

      

       

      The
design[***].  The interim results and trade studies shall be presented
at the SRR with final results and trade studies at the PDR.  The
Analysis and Simulation Plan shall be presented and agreed to at the Kick-Off
Meeting.

       

      
        3.3.3.5  
Control
and Management

      

       

      The
Contractor shall develop an S-BSS control and management system integrated into
the Satellite Beam Access Subsystem (SBAS) Control and Management System (CMS)
to provide a single integrated control console.

       

      
        
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or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
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        3.3.4  
Software
Design and Development

      

       

      
        3.3.4.1  
Software
Development Plan

      

       

      The
Contractor shall provide a Software Deployment Plan (SDP) in accordance with
paragraph 3.11.1.5 of this SOW.  The S/W development shall be managed
in accordance with the SDP through delivery of all three functionality
releases.

       

      
        3.3.4.2 
 Contractor
Developed Software

      

       

      The
Contractor shall design, code, integrate, test, deliver, and repair all the
software required for subsystem operation and maintenance: including, software
installation, S-BSS configuration, monitoring, operation, and maintenance
through Operational Acceptance. The Contractor shall specify the software
language to be used.

       

      
        3.3.4.3
  Commercial
Off-the-Shelf Software Products

      

       

      If
commercial off-the-shelf (COTS) software is used in the design, it shall be
products with demonstrable probability for support over the expected life of the
S-BSS in accordance with the contract.

       

      
        3.3.4.4  
Software
Development

      

       

      Where
Contractor-developed software or Contractor modified commercially available,
off-the-shelf software is used as part of the design, the S/W shall be developed
or modified in accordance with the Contractor's approved SDP. The Contractor
shall provide all licenses and documentation required for system operation. S/W
developed or modified under this contract, including all related documentation
and source code, shall be delivered as described in the Contract.

       

      
        3.3.4.5   Software
Design Documentation

      

       

      The
Contractor shall document functional software requirements in the Software
Design Specification, validating the traceability of the requirements from the
System Performance Specification. The Software Design Specification detail shall
be sufficient to ensure a common understanding of the requirements; ensure that
requirements are complete, consistent, and testable; and define the inputs and
outputs for every function. The software shall be designed, selected or
developed to facilitate life-cycle maintenance.

       

      
        3.3.4.6  
Software
Test

      

       

      The
Contractor shall generate and use test plans, procedures, and reports to verify
that each software configuration item (SWCI) performs in accordance with
individual SWCI test specifications and the CI interface requirements. TerreStar
shall have the right to observe and monitor the CI tests. Following completion
of testing, the Contractor shall document the test results, deviations from test
procedures, and all software anomalies and submit a report to
TerreStar.

       

      The
Contractor shall provide all necessary test tools and equipment to support S-BSS
integration and test and Technical and Operational Verification.

       

       

      
        3.3.5  
Hardware
Design and Test

      

       

      
        3.3.5.1  
Hardware
Development Plan

      

       

      The
Contractor shall provide a Hardware Development Plan (HDP) in accordance with
paragraph 3.10 of this SOW.  The H/W development shall be managed in
accordance with the HDP through delivery of all three functionality releases of
the S-BSS Program.

       

      
        
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      The
hardware for this program shall consist of a combination of existing COTS,
modified COTS, modified Contractor equipment, and, if required, newly developed
equipment. The Contractor shall use the latest version of COTS hardware
components wherever possible, when consistent with the results of analysis,
reliability, availability, performance and other technical factors. The HDP
shall clearly define which portions of each HWCI are in each of these categories
with a justification for each selection.

       

      
        3.3.5.2  
Contractor
Developed Hardware

      

       

      The
Contractor shall perform the planning, coordination, and implementation of the
tasks required to develop the S-BSS hardware developed tools, engineering aids,
simulators, tests aids, etc.

       

      All
hardware designed or modified, developed, manufactured, assembled and tested by
the Contractor or its Subcontractors shall be in accordance with the
requirements of the Program Product Assurance Plan.

       

      The
Contractor shall document functional hardware requirements in the Hardware
Design Specification, validating the traceability of the requirements from the
System Performance Specification. The Hardware Design Specification detail shall
be sufficient to ensure a common understanding of the requirements; ensure that
requirements are complete, consistent, and testable; and define the inputs and
outputs for every function. The hardware shall be designed and selected or
developed to facilitate life-cycle maintenance and to permit access to
facilitate replacement of components. The Contractor shall provide recommended
procedures for maintaining the equipment in the CI and System Maintenance
Procedures.

       

      
        3.3.5.3  
Hardware
Test

      

       

      The
Contractor shall generate and utilize test plans, procedures, and reports to
verify that each hardware configuration item (HWCI) performs in accordance with
individual CI test specifications and the interface requirements for each input
and output port. TerreStar shall have the right to observe and monitor the CI
tests. Following completion of testing, the Contractor shall document the test
results, deviations from test procedures, and all hardware anomalies and submit
a report to TerreStar.

       

      
        3.3.6  
Prototyping,
Demonstrations, and Simulations

      

       

      
        3.3.6.1 
 Analysis
and Simulation Plan

      

       

      The
Contractor shall review and analyze all S-BSS requirements, particularly the
[***], to determine which development activities require prototyping and/or
performance demonstrations and which requirements should be tested using
simulation. The results of this review shall be documented in the Analysis and
Simulation Plan and presented at the SRR.

       

      
        3.3.6.2  
Simulators

      

       

      The
Contractor shall develop simulator(s) in accordance with the requirements agreed
to in the Analysis and Simulation Plan. The simulator(s) shall be used for
formal test activities as agreed to in the System Integration and Test Plan. The
simulators shall be capable of run times that allow for rapid turn around of
scenarios that facilitate a thorough engineering analysis and design
optimization effort. In addition, TerreStar intends to use the simulator(s)
after delivery for troubleshooting, verification of new system upgrades, and
traffic loading analysis.

       

      
        3.3.6.3  
Prototyping
and Demonstration Documentation

      

       

      Any
prototyping or demonstrations shall be completely defined and documented by the
Contractor with copies provided to TerreStar. The results of the prototyping and
demonstrations shall be documented in a report and summary data shall be
presented at the PDR. TerreStar shall have the right to be present at any S-BSS
performance demonstrations or simulations.

      
        


        
          
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on the title page.

          

          
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3.4 
 Production
and Implementation

        

         

      

      
        3.4.1   Production
Process, Quality Assurance, and Configuration Management

      

       

      The
Contractor shall establish a production process and be responsible for the
procurement, manufacture, assembly, test and integration of the hardware and
software required for the delivery of a complete and operating
S-BSS.

       

      All
production and implementation of deliverable equipment shall be in accordance
with the requirements of the S-BSS Hardware Development Plan, Software
Development Plan, the Product Assurance Plan, and the Manufacturing Quality
Assurance Plan.

       

      The
Contractor shall be responsible for the configuration management of the
Contractor controlled baseline and shall maintain configuration management until
Final Acceptance.

       

       

      
        3.4.2
  COTS
Hardware and Software

      

       

      
        3.4.2.1
  COTS
Procurement

      

       

      The
Contractor shall be responsible for the procurement of the COTS hardware and
software and for the verification of its performance. All COTS components shall
be selected to facilitate life-cycle maintenance. The configuration shall permit
updates and performance of preventive maintenance on a non-interference basis
with operations.

       

      
        3.4.2.2  
COTS
Performance Verification

      

       

      The
Contractor shall define the specific verification methods to be used to assure
the acceptable performance of all COTS hardware and software items selected to
fulfill the S-BSS requirements. For equipment acquired from original equipment
manufacturers or other vendors, one or more levels of testing may be performed
in the factory according to vendor's methods which conform to industry
standards, or according to approved procedures. Factory demonstrations,
post-installation verification testing and other standard evaluation methods to
ensure that acquired components operate as specified shall be identified in the
System Integration and Test Plan. Vendor-supplied documentation, including
user's guides and operation procedures, shall be validated for accuracy and
completeness for S-BSS use prior to final acceptance from the
vendor.

       

      
        3.4.2.3
  COTS
Post Installation Testing

      

       

      Following
installation in the S-BSS, additional COTS functional and performance tests may
be required to ensure that the item has been properly integrated with other
satellite segment components and continues to operate as specified. It shall be
the Contractor's responsibility to insure ongoing system operation and
performance in accordance with the requirements of the
specification.

       

      
        3.4.3 
 S-BSS
Integration

      

       

      The
Contractor shall be responsible for the integration of the COTS and all
manufactured elements of each CI, including the hardware and software required
for system operation, using the System Integration and Test Plan.

       

      
        
          
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          3.5  
Technical
and Operational Verification Phase

        

         

      

      The
functions and objective performance of each S-BSS Functionality Release shall be
verified during a Technical Verification Phase. This phase shall begin with CI
integration and test and shall conclude with the TVT, [***].

       

      
        3.5.1  
Integration

      

       

      The
Contractor shall perform integration of all hardware and software elements of
all CIs comprising the S-BSS Functionality Releases.  The Contractor
shall perform integration of the S-BSS with all [***]. The integration
activities shall be in accordance with the Contractor developed System
Integration and Test Plan (STP), and the Product Assurance Plan and shall
include TerreStar engineers under the direction of Contractor management. Full
access to all System components at all times shall be granted to TerreStar
personnel.

       

      
        3.5.2 
 Test

      

       

      
        3.5.2.1  
General

      

       

      The
Contractor shall demonstrate S-BSS Functionality Release performance in a series
of formal tests and demonstrations using simulators/emulators, and actual
operational components. The formal tests shall be executed using Test Procedures
approved by TerreStar and generated in accordance with the STP and the System
Integration and Test Plan. The formal tests and demonstrations shall include
active TerreStar and QA participation in execution of procedures. The Contractor
shall execute the following formal tests: [***].  Each formal test
shall be preceded by a TRR conducted by the Contractor.  During the
TRR, all aspects of the formal test shall be reviewed and assessed for readiness
to start testing including personnel, hardware, software, procedures, and
external coordination (i.e. satellite monitoring, external interface support,
etc.). A go/no-go assessment is made by TerreStar at the conclusion of the
TRR.

       

      
        3.5.2.2  
Test
Objectives

      

       

      Each
Formal Test shall accomplish the following:

       

      Figure
3-1 S-BSS Test Objectives

       

      


      
        	
                Test

              	
                Objective

              	
                Entry
      Criteria

              	
                Success
      Criteria

              


      

      


      
        	
                Consent-to-

                Ship

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                Technical
      

                Verification

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                Operational
      

                Verification

              	
                [***]

              	
                [***]

              	
                [***]

              


      

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
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                  AMENDMENT
      2

                   

                
	
                  TerreStar
      Satellite Base Station Subsystem SOW

                   

                	 
      


        
  

      
        3.5.2.3  
Test
Discrepancies

      

       

      The
Contractor shall use his approved Product Assurance Plan processes to document,
correct, and regression test system test discrepancies. These discrepancies
shall be corrected prior to the start of the next formal test or at a later time
approved by TerreStar.

       

      
        3.5.2.4  
Test
Reports

      

       

      The
Contractor shall prepare test reports documenting the results of the test
activity, including procedures executed, procedure pass/fail status,
discrepancies discovered, and data collected. Discrepancies that cause system
degradation or indicate a failure to meet performance specifications shall be
discussed with system impact defined and correction plans
indicated.

       

      
        
          
            
              

            
3.6  System
Deliverables


        

      

       

      The
Contractor shall deliver the hardware and software required to provide the full
capability and service features for each Functionality Release as described in
the S-BSS Functional Requirements.

       

      
        3.6.1 
 Satellite
Base Station

      

       

      The
Contractor shall deliver two components of the S-BSS, one for the satellite
gateway in NLV and one for the satellite gateway in Ontario,
Canada.  The S-BSS, including all its components, shall satisfy the
functional and technical requirements specified in the S-BSS Functional
Requirements.

       

      
        3.6.2  
Spares

      

       

      The
Contractor shall deliver sufficient initial spares, as defined in the Spares
Provisioning Plan, to operate and maintain the S-BSS in accordance with the
S-BSS availability requirements set forth in the TSN_SAT_2_TRD-S-BSS Functional
Requirements.

       

      
        3.6.3  
S-BSS
Test Bed

      

       

      The
Contractor shall deliver and install at a TerreStar facility to be identified
prior to shipment an S-BSS Test Bed comprised of a minimal S-BSS configured with
sufficient Base Station/channel equipment to fully exercise and test the
satellite network, hardware and software upgrades, the air interface, and
network
configurations in a non-operational environment. The S-BSS Test Bed shall
interface to the [***].

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
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                  AMENDMENT
      2

                   

                
	
                  TerreStar
      Satellite Base Station Subsystem SOW

                   

                	 
      


        
  

      
        3.6.4  
System
Simulators and Test Tools

      

       

      The
Contractor shall deliver to TerreStar and install as appropriate the S-BSS
System Simulator(s) used in system development, integration and test, and the
technical and operational verification phases.

      
         

          
            

          

        

        
          3.7  
Deployment

        

         

      

      The
Contractor shall provide a System Deployment Plan to define how the S-BSS will
be deployed for full revenue service. This plan is described in further detail
in the Documentation section.

       

      The
Contractor shall perform the planning and engineering necessary to install the
S-BSS in the two satellite gateway operational facilities at Ontario, Canada,
and NLV, in accordance with TerreStar Engineering and Installation Guidelines
(ref Section 2). Required facility modifications will be presented at CDR with
all supporting documentation. The Contractor shall provide all S-BSS engineering
drawings and other specifications necessary for
installation.  TerreStar shall provide access to the facilities, as
reasonably required by the Contractor, necessary facility modifications, and any
required local permits, licenses, etc. A physical audit will be conducted after
installation and prior to Technical Verification to ensure all required
equipment and documentation is available.

       

      The
Contractor’s deployment plan shall [***].

       

      The
Contractor shall be responsible for packing, shipment, unpacking, and
installation of the S-BSS to the two satellite gateway sites at NLV and Ontario,
Canada and shall do sufficient integrity testing to ensure the S-BSS is ready
for the Technical Verification Phase.

       

      
        
          
            

          

        

        
          3.8  Technical
Verification

        

         

      

      The S-BSS
Technical Specifications for each Functionality Release and all interfaces with
the TerreStar Network Segments shall be verified at each satellite gateway
operational facility [***]. This verification shall begin after site
installation is complete and a TRR is conducted.  Tests shall include
[***] shall include verification of critical and relevant technical
parameters.  If the Contractor elects to perform portions of the TVTs
without using the in orbit satellite, those test shall be specifically mentioned
in the test plan and a strong justification provided.

       

      [***].  Test
deficiencies shall be documented and resolution plans developed and
implemented.

       

      [***]

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
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      2

                   

                
	
                  TerreStar
      Satellite Base Station Subsystem SOW

                   

                	 
      


        

      

       

      [***]

       

      
        
          

        

      

      
        3.9  Operational
Verification

         

      

      The
readiness of the S-BSS Functionality Releases to enter operational service shall
be verified during an Operational Verification Phase. This phase shall begin
after the Technical Verification Review and shall conclude with the completion
of the operational demonstration/User Acceptance Test (UAT) for each
Functionality Release. [***]. Each test shall be preceded by a TRR conducted by
TerreStar.

       

      [***]

       

      [***]

      
        


        
          
            

          

        

        
          3.10 
 First
Call

        

         

      

      The
Contractor shall use commercially reasonable efforts to assist TerreStar to
establish a voice and data call using the satellite chipset and the S-BSS
communicating through the satellite using the 2000 – 2020 MHz and 2180 – 2200
MHz bands as soon as possible after access to the satellite in its orbital
position is granted.  The parameters of a voice and data call shall be
defined by the end of CTS.

      
         

        
          
            

          

        

        
          3.11 
 Documentation

        

         

      

      The
Contractor shall follow industry standard documentation and data management
practices and procedures. Data Management shall encompass developed data and
data pertaining to COTS products.

       

      For each
Functionality Release, the Contractor shall provide COTS manuals for all
delivered COTS hardware and software and shall prepare CI and Subsystem
Maintenance Procedures for all developed hardware and software.

       

      Documentation
shall be delivered in a format compatible with the latest version of Microsoft
Office Professional Edition 2003 or higher and can be transferred
electronically. Delivery shall be in accordance with the schedules defined below
and shall allow a minimum of four weeks for TerreStar review prior to approval.
TerreStar shall approve/disapprove all documentation within four weeks of
receipt of final copy. Information contained in each document shall be as
proposed by the Contractor. The documents to be delivered for the Kick-Off
Meeting shall be delivered for review at a mutually agreed date to allow
TerreStar sufficient preparation time for the meeting.

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 18
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                    AMENDMENT
      2

                     

                  
	
                    TerreStar
      Satellite Base Station Subsystem SOW

                     

                  	 
      


          

        



      Figure
3-2 Contract Deliverable Schedule

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Deliverable

                                	
                                  Proposal

                                	
                                  Kick-Off

                                	
                                  SRR

                                	
                                  PDR

                                	
                                  CDR

                                	
                                  CTS

                                	
                                  Comments

                                
	
                                  Program
      Master Phasing Schedule

                                	
                                  Prelim

                                	
                                  Final

                                	 
      	 
      	 
      	 
      	 
      
	
                                  Project
      Mgmt Plan

                                	
                                  Prelim

                                	
                                  Final

                                	 
      	 
      	 
      	 
      	 
      
	
                                  Product
      Assurance Plan

                                	
                                  Prelim

                                	
                                  Final

                                	 
      	 
      	 
      	 
      	 
      
	
                                  System
      Engineering Design Plan

                                	
                                  Prelim

                                	
                                  Final

                                	 
      	 
      	 
      	 
      	 
      
	
                                  Software
      Development Plan

                                	
                                  Prelim

                                	
                                  Final

                                	 
      	 
      	 
      	 
      	 
      
	
                                  Hardware
      Development Plan

                                	 
      	 
      	
                                  Prelim

                                	
                                  Final

                                	 
      	 
      	 
      
	
                                  Data
      Management Plan

                                	
                                  Prelim

                                	
                                  Final

                                	 
      	 
      	 
      	 
      	 
      
	
                                  System
      Performance Specification

                                	
                                  Define
      Approach

                                	
                                  Review
      Proposal

                                	
                                  Prelim

                                	
                                  Final

                                	 
      	 
      	 
      
	
                                  Interface
      Control Document

                                	
                                  Define
      Approach

                                	
                                  Review
      Proposal

                                	
                                  Prelim

                                	
                                  Final

                                	 
      	 
      	 
      
	
                                  CONOPS

                                	
                                  Define
      Approach

                                	
                                  Review
      Proposal

                                	
                                  Prelim

                                	
                                  Final

                                	 
      	 
      	 
      
	
                                  Air
      Interface Specification

                                	
                                  Define
      Approach

                                	
                                  Review
      Proposal

                                	
                                  Prelim

                                	
                                  [***]

                                	 
      	 
      	 
      
	
                                  System
      Integration and Test Plan

                                	
                                  Concept
      provided by TerreStar

                                	
                                  Review
      Concept

                                	
                                  Draft

                                	
                                  Prelim

                                	
                                  Final

                                	 
      	 
      
	
                                  Analysis
      and Simulation Plan

                                	 
      	
                                  Prelim

                                	
                                  Final

                                	 
      	 
      	 
      	 
      
	
                                  Export
      Control Analysis

                                	 
      	
                                  Prelim

                                	 
      	
                                  Final

                                	 
      	 
      	 
      
	
                                  Hardware
      Requirements Document

                                	 
      	 
      	
                                  Prelim

                                	
                                  Final

                                	 
      	 
      	 
      
	
                                  Software
      Requirements Document

                                	 
      	 
      	
                                  Prelim

                                	
                                  Final

                                	 
      	 
      	 
      
	
                                  Specification
      Traceability Matrix

                                	 
      	 
      	
                                  Prelim

                                	
                                  Final

                                	 
      	 
      	 
      
	
                                  Hardware
      Design Specification

                                	 
      	 
      	 
      	
                                  Prelim

                                	
                                  Final

                                	 
      	 
      
	
                                  Software
      Design Specification

                                	 
      	 
      	 
      	
                                  Prelim

                                	
                                  Final

                                	 
      	 
      
	
                                  System
      Operator’s Manual

                                	 
      	 
      	 
      	 
      	
                                  Prelim

                                	
                                  Final

                                	 
      
	
                                  System
      Deployment Plan

                                	 
      	 
      	 
      	
                                  Prelim

                                	
                                  Final

                                	 
      	 
      


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 19
of 32

          
            

          

        

        
          
          

        

         

      

      
        
          
            	
                    

                     

                  	
                    AMENDMENT
      2

                     

                  
	
                    TerreStar
      Satellite Base Station Subsystem SOW

                     

                  	 
      


          

           

          
            


            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	
                                                                Deliverable

                                                              	
                                                                Proposal

                                                              	
                                                                Kick-Off

                                                              	
                                                                SRR

                                                              	
                                                                PDR

                                                              	
                                                                CDR

                                                              	
                                                                CTS

                                                              	
                                                                Comments

                                                              
	
                                                                Manufacturing
      QA Plan

                                                              	 
      	 
      	 
      	
                                                                Prelim

                                                              	
                                                                Final

                                                              	 
      	 
      
	
                                                                Spares
      Provisioning Plan

                                                              	 
      	 
      	 
      	
                                                                Prelim

                                                              	
                                                                Final

                                                              	 
      	 
      
	
                                                                Training
      Plan

                                                              	 
      	 
      	 
      	
                                                                Prelim

                                                              	
                                                                Final

                                                              	 
      	 
      
	
                                                                System
      Test Procedures

                                                              	 
      	 
      	 
      	 
      	
                                                                Prelim

                                                              	
                                                                Final

                                                              	 
      
	
                                                                CI
      and System Build Documentation

                                                              	 
      	 
      	 
      	 
      	
                                                                Prelim

                                                              	
                                                                Final

                                                              	 
      
	
                                                                CI
      and System Maintenance Procedures

                                                              	 
      	 
      	 
      	 
      	
                                                                Prelim

                                                              	
                                                                Final

                                                              	 
      
	
                                                                Test
      Reports

                                                              	 
      	 
      	 
      	 
      	 
      	
                                                                Final

                                                              	
                                                                required
      for TVT and OVT

                                                              
	
                                                                Project
      Status Reports

                                                              	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                Due
      at each PMR

                                                              
	
                                                                Maintenance
      and Support Plan

                                                              	 
      	
                                                                Prelim

                                                              	 
      	 
      	
                                                                Final

                                                              	 
      	 
      


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        3.11.1  
Documentation
Descriptions

      

       

      
        3.11.1.1
  Program
Master Phasing Schedule

      

       

      The
Program Master Phasing Schedule shall define the following:

      


      
        	
                -  

              	
                [***]

              


      

      
        	
                -  

              	
                [***]

              


      

      
        	
                -  

              	
                [***]

              


      

       

      
        3.11.1.2  
Program
Management Plan

      

       

      The PMP
shall define the structure and management organization used to execute the
program (ref. para 3.2.2).

       

      
        3.11.1.3 
 Product
Assurance Plan

      

       

      A Product
Assurance Plan shall be developed for Hardware Quality Assurance, Data
Management and Configuration Management. The Software Quality Assurance and
Software Configuration Management processes shall be documented in the Software
Development Plan according to normally accepted commercial practice. The
Hardware Quality and Configuration Management processes shall use best
commercial practices or accepted standards as applicable for the type of
hardware being developed. The Product Assurance Plan shall identify all
standards used.

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
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                    AMENDMENT
      2

                     

                  
	
                    TerreStar
      Satellite Base Station Subsystem SOW

                     

                  	 
      


          
  

      

      
        3.11.1.4  
System
Engineering Design Plan

      

       

      The
Contractor shall provide a System Engineering Design Plan that details the
system engineering process to be used during the development. A structured,
top-down design process that ensures compliance to the SPS shall be used. At a
minimum the process shall consider the following: requirements allocation,
establishment and maintenance of design budgets; consideration of TerreStar
Network design and Satellite Segment design; analysis and simulation efforts;
design oversight of the various system, hardware, and software design
activities; design optimization; use of common methodologies, tools, procedures
and documentation: proactive coordination and resolution of issues with and
among design groups; a coordinated test philosophy; and a responsive
specification design process with TerreStar visibility and joint
Contractor/TerreStar system specification change approval.

       

      
        3.11.1.5 
 Software
Development Plan

      

       

      The
Contractor shall provide a Software Development Plan in accordance with normally
accepted commercial practice. The plan shall be delivered in final at the
Kick-Off Meeting.

       

      
        3.11.1.6 
 Hardware
Development Plan

      

       

      Contractor
shall provide a Hardware Development Plan that defines the hardware development
process to be used for the development of new hardware, the integration of COTS,
and the modification of COTS. The plan shall define required documentation, use
of engineering notebooks, integration processes, discrepancy reporting, and
discrepancy correction.

       

      
        3.11.1.7
  Data
Management Plan

      

       

      The
Contractor shall implement a Data Management Plan to manage and control the
generation, acquisition and maintenance of technical documents, engineering
data, vendor data, manuals, management data and operational support
data.

       

      
        3.11.1.8  
Analysis
and Simulation Plan

      

       

      The
Contractor shall provide a plan which defines which requirements will be
verified by analysis, prototyping, simulation and/or modeling.

       

      
        3.11.1.9  
System
Performance Specification

      

       

      The
System Performance Specification shall define the functional performance,
interface, logistical, and quality requirements of the S-BSS and shall include a
verification matrix to define how and when each requirement in the SPS will be
verified (analysis, inspection, test, computer simulation; unit test, subsystem
test, etc.).

       

      
        3.11.1.10
  Interface
Control Document

      

       

      The
Contractor shall provide an ICD that describes both physically and functionally
all internal and external system interfaces.  It shall be compatible
with existing satellite segment, IP Network, OSS/BSS, and 3G Core/IMS
ICDs.  The IP Network and 3G Core/IMS ICDs will be provided by
TerreStar as described in section 2.

       

      
        3.11.1.11  
System
Operations Concept

      

       

      The
Contractor shall develop a System Operations Concept (CONOPS) that describes the
operation of the S-BSS within the satellite segment and its interfaces with the
IP Network and User Equipment and allocates functional and performance
requirements from the SPS to the operational procedures. The document shall be
written in a format provided by the Contractor and should include: a system
description with functional diagrams, an operations description with data flow
diagrams, operation time lines, Human/Machine Interface (HMI),
etc.  The contractor shall include in the CONOPS likely disaster
scenarios with how the S-BSS would allocate frequency and power to the channels
and the likely capacity of the satellite segment in each scenario.

      
         

        
          
            Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

          

          
            Page 21
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      2

                         

                      
	
                        TerreStar
      Satellite Base Station Subsystem SOW

                         

                      	 
      


              
  

             

          

        

      

      
        3.11.1.12 
 [***]
Specification

      

       

      The
Contractor shall develop a [***] Specification for [***].

       

      The
specification shall be in a form compatible with [***].

       

      
        3.11.1.13
  Hardware
Requirements Document

      

       

      The
Contractor shall provide a Hardware Requirements Document that allocates
functional and performance requirements from the SPS to the system hardware.
This document shall be used as the basis for the Hardware Design
Specification.

       

      
        3.11.1.14
  Software
Requirements Document

      

       

      The
Contractor shall provide a Software Requirements Document that allocates
functional and performance requirements from the SPS to the system software.
This document shall be used as the basis for the Software Design
Specification.

       

      
        3.11.1.15 
 System
Integration and Test Plan

      

       

      The
Contractor shall provide a System Integration and Test Plan that reasonably
conforms with the Test Concept document previously provided to Contractor and
that details the test philosophy and test process to be used to accomplish
system integration and technical and operational verification.
[***].

       

      Examples
of tests that shall be included are: [***].

       

      The Test
Plan shall define a problem reporting process that contains defined severity
levels with Contractor response and resolution times specified.

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 22
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                  AMENDMENT
      2

                   

                
	
                  TerreStar
      Satellite Base Station Subsystem SOW

                   

                	 
      


        
  

      
        3.11.1.16  
Specification
Traceability Matrix

      

       

      The
Contractor shall generate a matrix showing the flow down of the TerreStar system
specifications into the S-BSS subsystem, CIs, and units.

       

      
        3.11.1.17  
Hardware
and Software Design Specifications

      

       

      The
Contractor shall provide design specifications for each hardware and software
configuration item. The specification shall be written in a format provided by
the Contractor and shall include: a configuration item definition, interface
definitions, major components, characteristics, design and construction
standards, physical and functional characteristic, test requirements,
etc.

       

      
        3.11.1.18 
 System
Operators Manual

      

       

      The
Contractor shall provide complete documentation on the proper operation and
features of the S-BSS suitable for the network operators.

       

      
        3.11.1.19 
 System
Deployment Plan

      

       

      The
System Deployment Plan (SDP) shall include the Contractor's plan for S-BSS
delivery and installation, facility requirements, field service support after
Consent-to-Ship, etc. The plan shall also include depot and field support for
software and hardware maintenance, spares provisioning, O&M facility
modifications, and TerreStar operator, customer service, engineering and field
service training.

       

      
        3.11.1.20  
Manufacturing
QA Plan

      

       

      The
Contractor shall provide an equipment manufacturing plan showing the
inspections, procedures and other quality functions it will use to assure that
the deliverable hardware satisfies the program quality
requirements.

       

      
        3.11.1.21  
Spare
Provisioning Plan

      

       

      The
Contractor shall provide a plan for recommended spare parts inventory to be
maintained by TerreStar to assure continued reliable operations.

       

      
        3.11.1.22 
 Training
Plan

      

       

      The
Contractor shall develop a plan describing the procedures, materials, media and
methodologies it will use to provide training to all subsystem users and
operators. Training methods may include, but are not limited to, computer
assisted instruction, classroom presentation, supervised on-the-job training,
and video tape presentations.

       

      
        3.11.1.23  
System
Test Procedures

      

       

      The
Contractor shall develop System Test Procedures to test and validate system
performance during the formal test activities.

       

      
        3.11.1.24  
CI
and Subsystem Build Documentation

      

       

      Engineering
documentation shall be delivered for all TerreStar funded development. This
documentation shall include: design specifications, schematics, wiring diagrams,
parts lists, process specifications, assembly instructions, test specifications,
quality standards, licenses, or any other documentation needed to technically
and legally operate the delivered subsystem.  Schematics, wiring
diagrams, parts lists and as installed facility drawings shall be provided for
each S-BSS location.  For S/W developed or modified under this
contract, the Contractor shall provide all licenses and documentation required
for system operation, including all source code, as described in the
Contract.

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 23
of 32

          
            

          

        

        
          
          

        

         

        
          
            	
                    

                     

                  	
                    AMENDMENT
      2

                     

                  
	
                    TerreStar
      Satellite Base Station Subsystem SOW

                     

                  	 
      


          
  

      

      
        3.11.1.25  
CI
and Subsystem Maintenance Procedures

      

       

      CI and
System Maintenance Procedures shall be provided for the S-BSS at each location.
These documents shall include: field service manuals, troubleshooting
instructions and line replaceable unit (LRU) identification, operating
procedures, emergency procedures, network management procedures, Upgrade
procedures for [***] to [***], back-out procedures for [***] to revert to [***],
should also be provided.

       

      
        3.11.1.26  
Test
Reports

      

       

      The
Contractor shall deliver a test report at the conclusion of each formal test
activity. These reports are described in paragraph 3.5.2.

       

      
        3.11.1.27  
Project
Status Reports

      

       

      Project
Status Reports shall be provided at each PMR as described in paragraph
3.2.3.

       

      
        3.11.1.28  
Maintenance
and Support Plan

      

       

      The
Contractor shall develop a Maintenance and Support Plan which details the
organization and activities necessary to provide operational support for S-BSS
throughout the Warranty period.

       

       

      
        3.11.2 
 S-BSS
Specification Tree

      

       

      Figure
3-3 Documentation Specification Tree shows the specification and manual
relationships.

      
        


        
          
            

          

        

        
          3.12
  Training


        

      

       

      3.12.1
  Training
Plan

       

      The
Contractor shall generate an S-BSS Operations and Maintenance Training Plan. The
Contractor shall impart to TerreStar personnel the skills necessary to operate
and maintain the S-BSS in an effective and efficient manner and within subsystem
performance specifications.

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 24
of 32

          
            

          

        

        
          
          

        

         

      

      
        
          	
                  

                   

                	
                  AMENDMENT
      2

                   

                
	
                  TerreStar
      Satellite Base Station Subsystem SOW

                   

                	 
      


        

      

      
         
                  
Figure 3-3 [***]

      


      

       

      
        3.12.2 
 Training
Material

      

       

      The
Contractor shall provide O&M training course materials including course
description, curricula, class handouts, and training course materials; provide
trained and qualified instructors; and conduct the presentation of the training
course.

       

      
        3.12.3  
Training
Courses

      

       

      The
Contractor shall develop a training course that address safety, security,
familiarization with S-BSS equipment, functionality, air interface design,
maintenance, installation, and operation. Course shall be developed for specific
job areas to achieve proficiency levels consistent with assigned tasks, as well
as skills for overall operation of the S-BSS.

       

      
        3.12.4  
Training
Methods

      

       

      Training
methods may include, but are not limited to, computer assisted instruction,
classroom presentation, supervised on-the-job training, and video tape
presentations.

       

      
        3.12.5 
 Training
Documents

      

       

      The
Contractor shall prepare the following documents: Training Plan, Training Course
Materials, Instructor’s Guide, Operations Certification Procedures and
Materials.

       

      
        
          
            Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

          

          
            Page 25
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                    AMENDMENT
      2

                     

                  
	
                    TerreStar
      Satellite Base Station Subsystem SOW

                     

                  	 
      


          
 

          
            

          

        

        
          3.13 
 Customer
Furnished Equipment

        

         

      

      Unless
clearly stated in the body of the following, dates for deliverables are TBD; the
Contractor and TerreStar shall agree dates NLT SRR.

       

       

      
        3.13.1  
Site
Facilities

      

       

      TerreStar
shall be responsible for provisioning the two satellite gateway facilities
including the building and associated infrastructure as specified in the System
Deployment Plan.  The site facilities must be available by
[***].

       

      TerreStar
shall provide the onsite office space, power, communications, storage, etc for
the site installation team.

       

      TerreStar
shall provide the [***] no later than [***].

       

      TerreStar
shall provide connectivity to the CALEA and E911 services.

       

      
         

        3.13.2  
S-BSS
Testing

      

       

      [***]

       

      TerreStar
shall provide access to the satellite 24x7, except for coordinated maintenance
windows, no later than [***] for Technical Verification Testing.

       

      TerreStar
shall provide the User Equipment (UE) and the necessary UE technical support to
be used during the Technical and Operational Verification Phases.  The
UE must be available by [***].

       

      TerreStar
shall provide numbering plans (as required, IP address plans, telephone
numbering plans, or others not later than [***].

       

      TerreStar
shall provide [***] connectivity as required at the Contractor facility for use
during development, test, integration and Consent-to-Ship Testing
[***].

       

      TerreStar
shall provide a functional [***] simulator at Hughes Lab Facilities by [***],
and the operational [***] in the field for field testing by [***].

       

      TerreStar
shall provide access to the [***] for Contractor use during development, test,
integration, Consent-to-Ship Testing, and Technical and Operational Verification
as defined in the System Integration and Test Plan and on a non interference
basis with SBN activities.

       

      After
S-BSS Acceptance, TerreStar will provide access to the TerreStar Development and
Test environments for use during warranty repairs, functionality improvements,
integration and test activities, and other development
requirements.  TerreStar will provide test and development support as
mutually agreed.

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 26
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                  AMENDMENT
      2

                   

                
	
                  TerreStar
      Satellite Base Station Subsystem SOW

                   

                	 
      


        
  

      
        4  
Project
Schedule

      

       

      
        
          

        

        
          4.1  
General

        

         

      

      The S-BSS
project shall be comprised of several functionality releases as described in
section 3.1.  The Functionality [***] phasing is portrayed below. Key
dates are provided in section 3.1.  Planning for [***] starts when a
letter contract/MOU is issued and concludes 45 days later with a Kick-Off
Meeting.  As the [***] development progresses and subsystem
integration begins, the program enters the [***] Technical Verification Phase.
This Phase concludes with the [***] TVT and Technical Verification Review and
the [***] Operational Verification Phase begins. During this phase the
Contractor shall support an operational demonstration/UAT planned and executed
by TerreStar.  This phase concludes with S-BSS [***] after the
successful completion of the operational demonstration/UAT and the Operational
Acceptance Review.  O&M Handover for [***] 1 occurs at [***] and
for [***] at Final Acceptance.

      


      Figure
4-1 High Level S-BSS Project Schedule

       

      

       

      Subsequent
Functionality Releases shall follow the high level project phases shown in
Figure 4-1 High Level S-BSS Project Schedule.


      
         

          
            

          

        

        
          4.2  
Program
Milestones


        

      

      Program
milestones are: Kick-Off Meeting, System Requirements Review, Preliminary Design
Review, Critical Design Review, Consent-to-Ship Review, Technical Verification
Review, and Operational Acceptance. These are defined below.

       

      
        4.2.1 
 Planning
and Development

      

       

      Planning
and development shall be conducted according to the Contractor's PMP, System
Engineering Design Plan, Hardware and Software Development Plans, and the
Product Assurance Plans. Suggested efforts are as follows and required
milestones are defined.

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
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                  AMENDMENT
      2

                   

                
	
                  TerreStar
      Satellite Base Station Subsystem SOW

                   

                	 
      


        
  

      
        4.2.2
  Kick-Off
Meeting

      

       

      The
Kick-Off Meeting purpose, scope and deliverables are defined in paragraph
3.2.3.1.

       

       

      
        4.2.3
  System
Requirements Review

      

       

      The SRR
purpose, scope and deliverables are defined in paragraph
3.2.4.2.  Each Functionality Release shall have an SRR.

       

       

      Figure
4-2 Technical Meetings

       

      

       

       

      4.2.4  
Preliminary
Design Review

       

      The PDR
purpose, scope and deliverables are defined in paragraph
3.2.4.3.  Each Functionality Release shall have a PDR.  The
PDR for [***] may be combined with the SRR by mutual consent.

       

       

      
        4.2.5  
Critical
Design Review

      

       

      The CDR
purpose, scope and deliverables are defined in paragraph
3.2.4.4.  Each Functionality Release shall have a CDR.

       

      
        4.2.6  
Technical
Verification

      

       

      Technical
verification shall be conducted according to the Contractor's PMP, the System
Integration and Test Plan, and the Product Assurance Plan. Suggested efforts are
as follows and required milestones are defined.  Each Functionality
Release shall have a TVT.

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 28
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                  AMENDMENT
      2

                   

                
	
                  TerreStar
      Satellite Base Station Subsystem SOW

                   

                	 
      


        
 

         

      

      Figure
4-3 Integration and Test High Level Schedule

       

       

      

       

      
        4.2.7 
 Consent
to Ship Review

      

       

      
        4.2.7.1 
 CTS
Purpose

      

       

      Verify
the readiness to ship S-BSS to the operational site and the readiness of the
operational sites to accept the S-BSS deliverables.

       

      
        4.2.7.2  
CTS
Scope

      

       

      Review
CTS test results, operational facility preparations, and deployment
preparations.  Each Functionality Release shall have a CTS
Review.

       

      
        4.2.7.3  
CTS
Deliverables

      

       

      Satellite
Base Station; initial spares; S-BSS test tools; lien work-off plan; CI and
System Maintenance Procedures; System Test Procedures; CI and System Build
Documentation; Test Reports.

       

       

      
        4.2.8 
 Technical
Verification Review

      

       

      
        4.2.8.1  
Technical
Verification Purpose

      

       

      There
shall be a Technical Verification Review (TVR) for each functionality release to
determine: [***]

       

      
        4.2.8.2 
 Technical
Verification Scope

      

       

      During
the TVRs the Contractor shall present information on the readiness of the S-BSS
including: a review of the TVT results to validate proper technical performance;
a complete report on all open problem reports that summarize the issue, the
severity, the resolution plan, and when the problem resolution will be available
for integration into the operational system; operations and maintenance
procedures; S-BSS spares availability; S-BSS stability and availability; and
other technical and operational readiness issues.

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 29
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                    AMENDMENT
      2

                     

                  
	
                    TerreStar
      Satellite Base Station Subsystem SOW

                     

                  	 
      


          
  

      

      
        4.2.8.3  
 Technical
Verification Deliverables

      

       

      Test
Reports; technically verified S-BSS; problem report work-off plan.

       

       

      
        4.2.8.4  
Technical
Verification Success Criteria

      

       

      The data
presented at the TVR will be assessed and a determination made on the readiness
of the S-BSS to enter the Operational Verification Phase.  The
following criteria shall be met.  .

      


      
        	
                -  

              	
                [***]

              


      

      
        	
                -  

              	
                [***]

              


      

      
        	
                -  

              	
                [***]

              


      

      


      At
Completion of each TVR TerreStar will approve the TVT results or will
notify the Contractor in writing of any non-conformances with applicable
specifications.  Contractor will promptly correct such nonconformity
and shall notify TerreStar that the corrections are ready for
retest.  Upon successful completion of such retest, TerreStar will
give its approval.  Upon non-successful completion, this process shall
repeat.  In the event TerreStar fails to provide such written notice
within ten (10) days after completion of the TVR, TerreStar will be deemed to
have given its approval of TVR.

      
         

        
          

        

        
          4.3  
Operational
Verification

        

        


      

      Operational
verification shall be conducted according to the Contractor's PMP, TerreStar
System Integration and Test Plan, S-BSS Integration and Test Plan, the Product
Assurance Plan, and the jointly developed operational procedures. Suggested
efforts are as follows and required milestones are defined.  Each
Functionality Release shall have an Operational Verification Test.

      


      Figure
4-4 [***]

      


      

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
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                      AMENDMENT
      2

                       

                    
	
                      TerreStar
      Satellite Base Station Subsystem SOW

                       

                    	 
      


            

          

        

         

        4.3.1  
Operational
Readiness Review (ORR)

      

       

      
        4.3.1.1  
Operational
Readiness Review Purpose

      

       

      There
shall be an Operational Readiness Review (ORR) for Functionality [***], the
Canadian Gateway, and [***] to determine: if the required functionality and
capacity for the release is operating in accordance with the design and
requirements and therefore is ready for revenue generating service.

       

      
        4.3.1.2  
Operational
Readiness Review Scope

      

       

      Review
Operational Verification Test results for trouble reports, system stability,
operational procedure quality, personnel training, and other pertinent
requirements.

       

      During
the ORRs the Contractor shall present information on the readiness of the S-BSS
including: a review of the S-BSS technical performance during the OVT to
validate proper technical performance; a complete report on all open problem
reports that summarize the issue, the severity, the resolution plan, and when
the problem will be available for integration into the operational system;
operations and maintenance procedures; S-BSS spares availability; S-BSS
stability and availability; and other technical and operational readiness
issues.

       

      
        4.3.1.3  
 Operational
Readiness Review Deliverables

      

       

      Operational
procedures and trained personnel.  Problem report work-off
plan.

       

      
        4.3.1.4  
Operational
Readiness Review Success Criteria

      

       

      The data
presented at the ORR will be assessed and a determination made on the readiness
of the S-BSS to enter Revenue Service.  The following criteria shall
be met.

      


      
        	
                -  

              	
                [***]

              


      

      
        	
                -  

              	
                [***]

              


      

      
        	
                -  

              	
                [***]

              


      

      
        	
                -  

              	
                [***]

              


      

      
        	
                -  

              	
                [***]

              


      

      
        	
                -  

              	
                [***]

              


      

      
        	
                -  

              	
                [***]

              


      

      


      [***]  At
Completion of each ORR TerreStar will approve the ORR or will notify the
Contractor in writing of any non-conformances with applicable
specifications.  Where such non-conformance is attributable to
Contractor, Contractor shall promptly correct such non-conformity and shall
notify TerreStar that the corrections are ready for retest.  Upon
successful completion of such retest, TerreStar will give its
approval.  Upon non-successful completion, this process shall
repeat.  With respect to each ORR, in the event (i) TerreStar fails to
provide such written notice within ten (10) days after completion of the ORR, or
(ii) TerreStar fails to complete the ORR within the time schedule set forth in
this Contract, or as amended, and such delay is not attributable to Contractor,
or (iii) TerreStar puts the S-BSS, or portions thereof, in each case covered by
such ORR, delivered by Contractor into revenue generating service, TerreStar
will be deemed to have given its approval of the relevant ORR.

      
         

        
          
            Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

          

          
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                      AMENDMENT
      2

                       

                    
	
                      TerreStar
      Satellite Base Station Subsystem SOW

                       

                    	 
      


            
 

            
              

            

          

        

        
          4.4  
Operational
Capability

        

         

      

      
        4.4.1  
Initial
Operational Capability

      

       

      The [***]
ORR shall be held prior to the start of Initial Operational Capability (ref.
paragraph 3.1).

       

      
        4.4.2  
Canadian
Gateway S-BSS Operational Acceptance

      

       

      The
Canadian gateway ORR shall be held prior to establishing operational capability
from the Canadian gateway S-BSS.  Canadian Gateway Operational
Acceptance shall occur after the successful completion of the Canadian Gateway
ORR.

       

      
        4.4.3  
Full
Operational Capability

      

       

      The [***]
ORR shall be held prior to the start of Final Acceptance (ref. paragraph
3.1).  The [***] ORR shall include a summary of the results from the
Canadian Gateway [***] ORR and the NLV [***] to [***] upgrade.  S-BSS
Final Acceptance shall occur after the [***] ORR and shall be no later than
[***].

       

       

       

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 32
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
        
           

           

           

        

         

      

      Exhibit
B

      


      


      


      Satellite
Base Station
Subsystem (S-BSS)

      Functional
Requirements

      


      TSN_SAT_2_REQ-Satellite
Base Station Subsystem Functional Requirements

      


      Version
4.3                                                                June
17, 2008

      


       

      
        
          	
                  Hughes Network Systems, LLC

                	 	
                   

                
	
                  11717
      Exploration Lane

                	 	
                   

                
	Germantown, Maryland 20876	 	 
	 	 	 
	
                   

                	 	
                   

                
	
                  TerreStar Networks,
      Inc.

                	 	 
	
                  One
      Discovery Place

                	 	
                   

                
	12010 Sunset Hills
      Road, 6th Floor	 	 
	 Reston,
      Virginia  20190  	 	 /s/
      Neil Hazard


        

      

       

                                                                                                               

      


      
        
          	
                  This
      document contains data and information proprietary to TerreStar Networks
      Inc. This data is being furnished pursuant to the provisions of the
      Contract between TerreStar Networks Inc. and Hughes Network Systems, LLC
      for the TerreStar Satellite Base Station Subsystem.  Hughes
      Network Systems, LLC and TerreStar Networks Inc. shall have the right to
      duplicate, use or disclose the data and information to the extent
      specified in the Contract and herein.

                
	
                  Information
      included in this Exhibit may contain technical data
      controlled by the Export Administration Regulations ("EAR")
      and/or the International Traffic in Arms Regulations
      ("ITAR").  This document has not been cleared for export or
      transfer to a Foreign Person or foreign
  entity.

                


        

      

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 1 of
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

       

       

      Revision
History

       

      
        
          	
                  Date

                	
                  Version

                	
                  Description

                	
                  Author

                
	
                  1/31/07

                	
                  3.3

                	
                  Initial
      Release/Contract Execution version

                	
                  [***]

                
	
                  1/31/08

                	
                  4.0

                	
                  Incorporate
      CCN 1, 2, 3, 6

                	
                  [***]

                
	
                  5/15/08

                	
                  4.1

                	
                  Incorporate
      CCN 4

                	
                  [***]

                
	
                  5/17/08

                	
                  4.2

                	
                  Draft
      for May 08 Replanning

                	
                  [***]

                
	
                  6/17/08

                	
                  4.3

                	
                  Final
      Execution Copy for Amendment 2

                	
                  [***]

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


        

      

       

       

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 2 of
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      2

                   

                
	
                  
                    TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                  

                	 
      


        

      

       

    

    
       

      Notices:

      


      
        	
                ·  

              	
                The
      S-BSS shall comply
      with stricter of the requirements in Section 1 through12 and Annex 1 of
      this document.

              


      

       

       

       

       

      
 

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 3 of
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
         

      

       

      Table
of Contents

      
        
          	 
      	 	 	 
	
                  1.0   
      OVERVIEW

                	 	 	6	 
	
                  1.1   
      Company Overview

                	 	 	6	 
	
                  1.2   
      Purpose of This Document

                	 	 	6	 
	
                  1.3   
      TerreStar System Architecture

                	 	 	6	 
	
                  1.4   
      S-BSS ARCHITECTURE AND REQUIREMENTS

                	 	 	7	 
	
                  1.5   
      FREQUENCY ALLOCATION

                	 	 	9	 
	
                  1.5.1   
      ATC Network Air Interface

                	 	 	9	 
	
                  1.5.2   
      Satellite Network Air Interface

                	 	 	9	 
	
                  1.5.3   
      Satellite Network Interference

                	 	 	10	 
	
                  1.6   
      FCC REQUIREMENTS

                	 	 	11	 
	
                  1.6.1   
      Out of Channel/Out of Band Emissions

                	 	 	11	 
	
                  1.6.2   
      ATC Satellite Sharing Requirements

                	 	 	11	 
	
                  1.6.3   
      ATC Certification

                	 	 	11	 
	
                  1.7   
      OPERATIONAL REQUIREMENTS

                	 	 	11	 
	
                  2.0   
      S-BSS INTERFACES

                	 	 	12	 
	
                  3.0   
      SERVICES & QUALITY of SERVICE MANAGEMENT OPERATIONS

                	 	 	13	 
	
                  3.1   
      ServiceS

                	 	 	16	 
	
                  3.1.1   
      VoIP:

                	 	 	16	 
	
                  3.1.2   
      Emergency Voice Calling:

                	 	 	17	 
	
                  3.1.3   
      IP Multicast and Push-to-Talk Voice:

                	 	 	17	 
	
                  3.1.4   
      Data Services:

                	 	 	18	 
	
                  3.1.5   
      Video Services:

                	 	 	18	 
	
                  3.1.6   
      Multimedia:

                	 	 	19	 
	
                  3.2   
      Handoff REQUIREMENTS

                	 	 	19	 
	
                  3.3   
      Element Management Operations

                	 	 	20	 
	
                  4.0   
      S-BSS TECHNICAL & PERFORMANCE REQUIREMENTS

                	 	 	22	 
	
                  4.1   
      Radio Performance Requirements

                	 	 	22	 
	
                  4.1.1   
      Transmitter

                	 	 	22	 
	
                  4.1.2   
      Receiver

                	 	 	25	 
	
                  4.2   
      General Performance Requirements

                	 	 	28	 
	
                  4.2.1   
      Synchronization

                	 	 	28	 
	
                  4.2.2   
      Spot Beam Operation

                	 	 	28	 
	
                  4.2.3   
      Inter-Beam Beam C/I

                	 	 	28	 
	
                  4.3   
      INTERFACE TECHNICAL PARAMETERS

                	 	 	28	 
	
                  4.3.1   
      S-BSS to GBBF

                	 	 	29	 
	
                  4.3.2   
      S-BSS to SGSN (Iu-PS)

                	 	 	29	 
	
                  4.3.3   
      S-BSS to SGSN (Iu-BC) (P6M)

                	 	 	29	 
	
                  4.3.4   
      S-BSS Clock Stability

                	 	 	29	 
	
                  4.3.5   
      VLANs, GigE and Routing (TBR by PDR)

                	 	 	30	 
	
                  4.4   
      Physical and Environmental Requirements

                	 	 	30	 
	
                  5.0   
      S-BSS Radio Resource Control Requirements

                	 	 	31	 
	
                  6.0   
      Prioritization and Pre-emption Support

                	 	 	32	 
	
                  7.0   
      Power Control

                	 	 	32	 


        

         

        
          
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or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

          

          
            Page 4 of
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                    AMENDMENT
      2

                     

                  
	
                    
                      TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                    

                  


          

           

        

      

      
        
          	
                  8.0   
      Network Management

                	 	 	33	 
	
                  8.1   
      Fault Management

                	 	 	33	 
	
                  8.2   
      Configuration management

                	 	 	34	 
	
                  8.3   
      Performance and Usage Statistics Collection

                	 	 	34	 
	
                  8.4   
      security and Access Management

                	 	 	34	 
	
                  9.0   
      [***]

                	 	 	34	 
	
                  10.0   
      Two-Satellite Diversity

                	 	 	37	 
	
                  11.0   
      [***]

                	 	 	37	 
	
                  12.0   
      [***]

                	 	 	37	 
	
                  13.0   
      Annex 1- GMR-3G Reference and Requirements

                	 	 	39	 
	
                  A.   GMR-3G
      Physical Channels

                	 	 	42	 
	
                  B.   Logical
      Channels

                	 	 	45	 
	
                  14.0   
      Annex 2 – Schedule of Feature Releases

                	 	 	47	 


        

         

      

      
        
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

       

          1.0    OVERVIEW

       

      1.1    COMPANY
OVERVIEW

       

      TerreStar
Networks Inc. is a Reston, Virginia-based provider of advanced mobile
communications services for the North American market.  TerreStar
plans to launch an innovative communications system to provide mobile coverage
throughout the US and Canada using several classes of devices from a typical
handset to vehicle mounted terminals.  This seamless, ubiquitous
network, based on integrated satellite/ground-based technology, will allow
service in even the most hard-to-reach areas, and will finally allow for the
interoperable, survivable and critical communications infrastructure that our
nation’s first responders need. The TerreStar hybrid network will provide
advanced IMS based 3.5/4G communication services for government, enterprise and
personal customers.  More information is available at
http://www.terrestar.com/

       

      1.2    PURPOSE
OF THIS DOCUMENT

       

      This
document provides the functional requirements for the Satellite Base Station
Sub-system (S-BSS) to provide satellite air interface radio connectivity to User
Equipments (UEs) and their connectivity to the TerreStar IP networks to provide
packet switched IMS based services.

       

      1.3    TERRESTAR
SYSTEM ARCHITECTURE

      


      The
overall hybrid (Terrestrial and Satellite) radio access network (RAN)
architecture is shown in

      Figure 1-1.


      
        


        
          
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                  AMENDMENT
      2

                   

                
	
                  
                    TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                  

                	 
      


        

         



       

       

       

       

       

      [***]

       

      Figure 1-1.   TerreStar
Hybrid Radio Access Network Architecture

       

      The RAN
is composed of two radio subsystems:

       

      
        	
                ·  

              	
                Satellite
      BSS ( S-BSS)

              


      

       

      
        	
                ·  

              	
                Terrestrial
      RAN (ATC-RAN)

              


      

       

      [***]

       

    

    1.4    S-BSS
ARCHITECTURE AND REQUIREMENTS

    


    Figure
1-2 shows the system architecture with S-BSS subsystems.

    


    
      
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              AMENDMENT
      2

               

            
	
              
                TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

              

            	 
      


       


       

       

       

       

       

      [***]

       

    

    1.4.1.1  Figure 1-2.   S-BSS
Segment and Gateways

    S-BSS
Requirements/Specifications:

    [***]

     

    
      
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              AMENDMENT
      2

               

            
	
              
                TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

              

            	 
      

 

       

    

    [***]

     

    1.5    FREQUENCY
ALLOCATION

    


    [***]

    


    1.5.1    ATC
Network Air Interface

    


    [***]

    


    1.5.2    Satellite
Network Air Interface

    


    [***]

     

     

     

    
      
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        Page 9 of
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              AMENDMENT
      2

               

            
	
              
                TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

              

            	 
      


    

     

    [***]

    
       


       

       

       

       

       

      [***]

       

    

    Figure 1-3.   Frequency
Plan

    


    1.5.3    Satellite
Network Interference

    


    [***]

    


    
      
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

       

    

    1.6    FCC
REQUIREMENTS

    


    The
operation of the satellite network elements with regard to RF Spectrum issues
are governed by national regulatory rulings.  For operation within the
US, these rulings are issued by the FCC.  For operation within Canada,
they are issued by Industry Canada.  Both agencies have allowed ATC
operation in conjunction with MSS operation.  The FCC rules pertaining
to operation of the satellite network are contained in 47CFR
part 25.

     

    1.6.1    Out of
Channel/Out of Band Emissions

     

    The FCC
rules contained in 47 CFR 25.202 must be met with respect to out of channel
emissions. Specifically, the mean power of emissions shall be attenuated below the
mean output power of the transmitter in accordance with the following
rules:

     

    
      	
              1.  

            	
              In
      any 4 kHz band, the center frequency of which is removed from the assigned
      edge of channel/band by more than 50% up to and including 100% of the
      authorized bandwidth: 25 dBc

            


    

     

    
      	
              2.  

            	
              In
      any 4 kHz band, the center frequency of which is removed from the assigned
      edge of channel/band by more than 100% up to and including 250% of the
      authorized bandwidth: 35 dBc

            


    

     

    
      	
              3.  

            	
              In
      any 4 kHz band, the center frequency of which is removed from the assigned
      edge of channel/band by more than 250% of the authorized bandwidth: An
      amount equal to 43 dB plus 10 times the logarithm to the base 10 of the
      transmitter power in Watts, i.e. 43 + 10 LOG10 [P
      (W)] dB

            


    

     

     

    1.6.2    ATC
Satellite Sharing Requirements

    


    
      	
              1.  

            	
              47CFR
      25.149 (b) Defines the requirements for ATC and satellite
      sharing

            


    

     

    1.6.3    ATC
Certification

     

    47CFR
25.150 (C) (1).  Equipment must be certified as set forth in
2.803.

     

    47CFR
25.150 (C) (2).  Equipment must comply with RF Safety as outlined in
1.1307(b).

     

    1.7    OPERATIONAL
REQUIREMENTS

    


    [***]

    


    
      
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      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

    

     

        2.0    S-BSS
INTERFACES

    


    The S-BSS
shall interwork with the
following interfaces (as shown in Figure 1-2) :

    


    [***]

    


     

    Figure
2.1 illustrates [***]

     

     

     

    
      
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
         


         

         

         

         

         

        [***]

         

      

    

    Figure
2-1. An interface diagram for SBAS[***].

     

    


    [***]

    


    
      	
              3.0     

            	
              SERVICES
      & QUALITY OF SERVICE MANAGEMENT
OPERATIONS

            


    

     

     

    
 

    
      
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        Page 13
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              AMENDMENT
      2

               

            
	
              
                TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

              

            	 
      


    

    
       


       

       

       

       

       

      [***]

       

    

    
      Figure 3-1:   End-to-End
QoS Model

      


      [***]

       

      
        
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          Page 14
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                  AMENDMENT
      2

                   

                
	
                  
                    TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                  

                	 
      


        
 

      [***]

       

       

       

       

       

       

      
        
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or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 15
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
         

      

      [***]

      


      


      3.1    SERVICES

      


      [***]

      


       

      3.1.1    VoIP:

       

      
        [***]

      

       

       

       

      
        
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on the title page.

        

        
          Page 16
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
         

      

      [***]

       

       

      3.1.2    Emergency
Voice Calling:

       

      


      [***]

       

       

      3.1.3    IP
Multicast and Push-to-Talk Voice:

       

      


      [***]

       

       

       

      
        
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                  AMENDMENT
      2

                   

                
	
                  
                    TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                  

                	 
      


        

      

       

      [***]

      


       

      3.1.4    Data
Services:

       

      


      [***]

       

       

      3.1.5    Video
Services:

       

      


       

      [***]

       

       

       

      
        
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
         

      

       

      3.1.6    Multimedia:

       

      


      [***]

      


      


      3.2    HANDOFF
REQUIREMENTS

      


      The
different possible mobility and hand-off scenarios are shown in the figure
below:

      
         

         

         

         

         

        [***]

      

       

      Figure 3-2:  Hand-off
Scenarios

      


      The S-BSS
shall support the
following [***]:

      


      [***]

       

      
        
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          Page 19
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
         

      

      [***]

      


       

      3.3    ELEMENT
MANAGEMENT OPERATIONS

      


      [***]

      


      


       

      The
element management shall
include the following interfaces at the minimum:

      


      [***]

       

      Fault
Management Requirements:

       

      [***]

       

       

       

      
        
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          Page 20
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
         

      

      [***]

      


      


      Configuration
Management Requirements:

      


      [***]

      


      


      Performance
Management requirements:

      


      [***]

      


      Security
Management Requirements:

      


      [***]

       

       

      
 

      
        
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                  AMENDMENT
      2

                   

                
	
                  
                    TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                  

                	 
      


        

        
           

        

      

      
        	
                5.  

              	
                The
      S-BSS element manager shall log operator
      commands to provide an operations audit
trail.

              


      

      
        	
                6.  

              	
                The
      S-BSS element manager shall support operator
      display of the operator log.

              


      

      
        	
                7.  

              	
                The
      S-BSS element manager shall support secure
      command and file access and communication between S-BSS and
      GRM.

              


      

      


      [***]

      


          4.0    S-BSS
TECHNICAL & PERFORMANCE REQUIREMENTS

      


      4.1    RADIO
PERFORMANCE REQUIREMENTS

       

      4.1.1    Transmitter

       

      
        	
                4.1.1.1     

              	
                Output
      Spectrum

              


      

       

      [***]

       

      
        	
                4.1.1.2     

              	
                Number
      of Beams

              


      

       

      [***]

       

      
        	
                4.1.1.3     

              	
                Carrier
      Bandwidth

              


      

       

      [***]

       

      
        	
                4.1.1.4     

              	
                Carrier
      Spacing

              


      

       

      [***]

       

      
        	
                4.1.1.5     

              	
                Number
      of Carriers Supported Per Beam

              


      

       

      [***]

       

      
        	
                4.1.1.6     

              	
                Modulation

              


      

       

      [***]

       

      
        
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          Page 22
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
         

      

      [***]

       

       

      
        	
                4.1.1.7     

              	
                Transmit
      Symbol Rates

              


      

       

      [***]

       

      
        	
                4.1.1.8     

              	
                Transmit
      Pulse Filter

              


      

       

      [***]

       

      
        	
                4.1.1.9     

              	
                Transmit
      Error Vector Magnitude

              


      

       

      [***]

       

      
        	
                4.1.1.10     

              	
                Transmit
      Power Control

              


      

       

      [***]

       

      
        	
                4.1.1.11     

              	
                Frequency
      Accuracy

              


      

       

      [***]

       

      
        	
                4.1.1.12     

              	
                Forward
      Error Correction Coding

              


      

       

      [***]

       

      
        
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
         

      

      [***]

       

       

      
        	
                4.1.1.13     

              	
                TDMA
      Burst and Frame Length

              


      

       

      [***]

       

      Table
4.1: Burst Length for Traffic and Control Channels

      


      
        	
                Channel
      Type

              	
                Nomenclature

              	
                Burst
      Length

              
	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              


      

      


      [***]

       

      Table
4.2: Frame Length for Traffic and Control Channels

      


      
        	
                Traffic
      Channels

              
	
                Channel

              	
                Modulation

              	
                Coding
      Scheme

              	
                Effective
      Code Rate Approx.

              	
                BW
      (KHz)

              	
                Symbol
      Rate

              	
                Approx.
      Net Payload  Bit Rate (Kb/s)

              	
                Frame
      Length (bytes)

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              


      

      


      
        
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or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 24
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                    AMENDMENT
      2

                     

                  
	
                    
                      TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                    

                  	 
      


          

        

         

         

      

      
        	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                Common
      Control Channels

              
	
                Channel

              	
                Modulation

              	
                Coding
      Scheme

              	
                Effective
      Code Rate Approx.

              	
                BW
      (KHz)

              	
                Symbol
      Rate

              	
                Approx.
      Net Payload  Bit Rate (Kb/s)

              	
                Frame
      Length (bytes)

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              


      

      


       

      
        	
                4.1.1.14     

              	
                RF
      Output Spectrum Emissions

              


      

       

      Spectrum
Mask shall comply with FCC requirements.

      


      Spurious
shall meet the FCC requirements.

       

      4.1.2    Receiver

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 25
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

       

      4.1.2.1    Input
Spectrum

       

      [***]

       

      4.1.2.2    Number of
Beams

       

      [***]

       

      4.1.2.3    Carrier
Bandwidth

       

      The
individual carrier bandwidth may be 31.25, 62.5 (R2) and 156.25
KHz.

       

      4.1.2.4    Carrier
Spacing

       

      [***]

       

      4.1.2.5    Number of
Carriers Supported Per Beam

       

      Each beam
output shall support
from 1 to 160 carriers, depending on traffic conditions and carrier bandwidth
options.  Not every beam will simultaneously support the maximum
number of carriers.  This upper limit is derived from using all
5 MHz of a single transponder spectrum as 31.25 kHz bandwidth
carriers.

       

      4.1.2.6    Modulation

       

      [***]

       

      4.1.2.7    Receive
Symbol Rates

       

      [***]


       

      4.1.2.8    Receiver
Matched Filter

       

      [***]

       

      4.1.2.9    Receive
Dynamic Range

       

      [***]

      


      
        
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or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 26
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
         

      

       

      4.1.2.10    Frequency
Accuracy

       

      [***]

       

      4.1.2.11    Diversity
Combining

       

      [***]

       

      4.1.2.12    Forward
Error Correction Coding

       

      [***]

       

      4.1.2.13    TDMA
Burst and Frame length

       

      [***]

       

       

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 27
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
         

      

       

      4.1.2.14    Es/No,
Eb/No Requirements

       

      [***]

       

      4.1.2.15    Receiver
Selectivity

       

      [***]

       

      4.1.2.16    Spurious
Emissions

       

      [***]

      


      4.2    GENERAL
PERFORMANCE REQUIREMENTS

       

      4.2.1    Synchronization

       

      [***]

       

      4.2.2    Spot Beam
Operation

       

      [***]

      


      


      [***]

       

      4.2.3    Inter-Beam
Beam C/I

       

      [***]

      


      4.3    INTERFACE
TECHNICAL PARAMETERS

      


      
        
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          Page 28
of 47

          
            

          

        

        
          
          

        

         

      

      
        	
                

                 

              	
                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
         

      

      4.3.1    S-BSS to
GBBF 

       

      [***]

       

      4.3.2    S-BSS to
SGSN (Iu-PS)

       

      [***]

       

      4.3.3    S-BSS to
SGSN (Iu-BC) (P6M)

       

      [***]

       

      4.3.4    S-BSS
Clock Stability

       

      [***]

       

       

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 29
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
         

      

      4.3.5    VLANs,
GigE and Routing (TBR by PDR)

       

      [***]

       

      


      4.4    PHYSICAL
AND ENVIRONMENTAL REQUIREMENTS

      
        	
                ·  

              	
                [***]

              


      

      
        	
                o  

              	
                [***]

              


      

      
        	
                o  

              	
                [***]

              


      

      
        	
                o  

              	
                [***]

              


      

      


      
        	
                ·  

              	
                [***]

              


      

       

      [***]

       

      
        	
                ·  

              	
                .
      [***]

              


      

      
        	
                o  

              	
                [***]

              


      

      
        	
                o  

              	
                [***]

              


      

      


      
        	
                
                  ·  

                

              	
                [***]

              


      

      
        	
                o  

              	
                [***]

              


      

      
        	
                o  

              	
                [***]

              


      

      
        	
                o  

              	
                [***]

              


      

      


      
        	
                ·  

              	
                [***]

              


      

      
        	
                o  

              	
                [***]

              


      

      


      
        	
                
                  ·  

                

              	
                [***]

              


      

      
        	
                o  

              	
                [***]

              


      

      


      
        	
                ·  

              	
                [***]

              


      

      
        	
                o  

              	
                [***]

              


      

      


      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 30
of 47

          
            

          

        

        
          
          

        

         

      

      
        	
                

                 

              	
                AMENDMENT
      2

                 

              
	
                TerreStar
      Satellite Base Station Subsystem Functional Requirements

              	 
      


      

       

      5.0    S-BSS
RADIO RESOURCE CONTROL REQUIREMENTS

      


      The Radio
Network Control (RNC) function in the TerreStar S-BSS system is similar in many
respects to its counterpart in the [***].

      


      [***]

       

       

       

       

       

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 31
of 47

          
            

          

        

        
          
          

        

         

        
          	
                  

                   

                	
                  AMENDMENT
      2

                   

                
	
                  
                    TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                  

                	 
      


        

      

       

    

    
      [***]

       

      6.0    PRIORITIZATION
AND PRE-EMPTION SUPPORT

      


      In case
traffic congestion or critical conditions such as disasters, the network quickly
becomes overloaded and cannot service its high priority users (for example,
public first responders) or commercial users.  In these cases,
[***]

       

      [***]

       

      7.0    POWER
CONTROL

      


      In some
instances it might be desirable to [***]

       

       

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
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          Page 32
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
         

      

      [***]

       

      8.0    NETWORK
MANAGEMENT

      


      [***]

       

      
        	
                ·  

              	
                [***]

              


      

      
        
           

          
            	
                    ·  

                  	
                    [***]

                  


          

          
             

            
              
                	
                        ·  

                      	
                        [***]

                      


              

              
                 

                
                  
                    	
                            ·  

                          	
                            [***]

                          


                  

                  
                     

                  

                

              

            

          

        

      

      [***]

      


      8.1    FAULT
MANAGEMENT

      


      [***]

       

      
        
          Use
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on the title page.

        

        
          Page 33
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

       

      [***]

       

      8.2    CONFIGURATION
MANAGEMENT

      


       

      [***]

       

      


      8.3    PERFORMANCE
AND USAGE STATISTICS COLLECTION

      


      The S-BSS
shall report performance
parameters representing the health and operation of the S-BSS to network
operations personnel in an accurate, complete, and timely manner.

       

      


      8.4    SECURITY
AND ACCESS MANAGEMENT

      


      [***]

      


      9.0    [***]

      


      
        
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          Page 34
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

       

    

    
      [***]

       

       

       

       

       

       

       

      


      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 35
of 47

          
            

          

        

        
          
          

        

         

      

      
        	
                

                 

              	
                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
        
           


           

           

           

           

           

          [***]

           

        

      

      Figure
9-1: NBBF to SBSS dynamic interfaces

      


      


      


      [***]

      


      
        
          Use
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on the title page.

        

        
          Page 36
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
         

      

      10.0    TWO-SATELLITE
DIVERSITY

      


      [***]

      


      


      11.0    [***]

      


      [***]

      


      12.0    [***]

      


      [***]

       

       

       

      
        
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or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 37
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                  AMENDMENT
      2

                   

                
	
                  
                    TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                  

                	 
      


        

      

       

      [***]

       

       

       

       

       

      
 

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 38
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                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

       

       

      13.0    ANNEX
1- GMR-3G REFERENCE AND REQUIREMENTS

      [***]

       

       

       

       

       

       

      


      
        
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          Page 39
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                  AMENDMENT
      2

                   

                
	
                  
                    TerreStar
      Satellite Base Station Subsystem Functional
Requirements

                  

                   

                	 
      


        

      

      
        
           


           

           

           

           

           

          [***]

           

        

      

      
        Figure A-1.   GMR-3G
User Plane Protocol Stack

      

       

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 40
of 47

          
            

          

        

        
          
          

        

      

      
        	
                

                 

              	
                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
      

       

      
         

         

         

         

         

        [***]

         

      

      
        Figure A-2.   GMR-3G
Control Plane Protocol Stack

      

       

      
        
          
            	
                    Table A-1.   GMR-3G
      Application Specifications

                  
	
                    Section

                  	
                    Reference

                  	
                    Requirement

                  
	 
      	
                    1

                  	
                    The
      S-BSS contractor shall be responsible for
      the design and specification of the [***]

                  
	
                    2

                  	
                    The
      S-BSS shall comply
      [***].

                  
	
                    3

                  	
                    The
      GMR-3G CAI shall
      be based on the [***].

                  
	
                    4

                  	
                    The
      GMR-3G CAI shall
      be an extension of [***].

                  
	
                    5

                  	
                    The
      GMR-3G CAI shall
      extend operation of
[***].

                  


          

        

      

      


      
        
          Use
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on the title page.

        

        
          Page 41
of 47

          
            

          

        

        
          
          

        

         

        
          	
                  

                   

                	
                  AMENDMENT
      2

                   

                
	
                  
                    TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                  

                	 
      


        

        
           

        

         

      

      
        	 
      	
                6

              	
                The
      GMR-3G CAI specification shall
    [***].

              
	
                7

              	
                The
      GMR-3G CAI shall
      be specified in a format that will
[***].

              


      

       

       

      
        	
                A.  

              	
                GMR-3G
      Physical Channels

              


      

      


      [***]

      


      
        
          
            	
                    Table A-2.   Forward
      Link Modulation, Coding, and Information Rates

                  
	
                    Reference

                  	
                    Modulation

                  	
                    Approx.

                  	
                    BW

                  	
                    Symbol
      Rate

                  	
                    Approx.
      Net

                  	
                    Gross
      Bit

                  


          

        

      

       

       

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 42
of 47

          
            

          

        

        
          
          

        

         

        
          	
                  

                   

                	
                  AMENDMENT
      2

                   

                
	
                  
                    TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                  

                	 
      


        

         

         

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    	 
      	 
      	
                                                                            Effective
      

                                                                            Code
      Rate

                                                                          	
                                                                            (KHz)

                                                                          	 
      	
                                                                            Payload  Bit
      Rate (Kb/s)

                                                                          	
                                                                            Rate
      (Kb/s)

                                                                          
	
                                                                            1

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          
	
                                                                            2

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          
	
                                                                            3

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          
	
                                                                            4

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          
	
                                                                            5

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          
	
                                                                            6

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          
	
                                                                            7

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          
	
                                                                            8

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          
	
                                                                            9

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          
	
                                                                            10

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          
	
                                                                            11

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          
	
                                                                            12

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          
	
                                                                            13

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          
	
                                                                            14

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          	
                                                                            [***]

                                                                          


                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      [***]

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                  Table A-3.   Return
      Link Modulation, Coding, and Information Rates

                                                                
	
                                                                  Reference

                                                                	
                                                                  Modulation

                                                                	
                                                                  Approx.

                                                                  Effective
      Code Rate

                                                                	
                                                                  BW
      (KHz)

                                                                	
                                                                  Symbol
      Rate

                                                                	
                                                                  Approx.
      Net Payload Bit Rate (Kb/s)

                                                                	
                                                                  Gross
      Bit Rate (Kb/s)

                                                                
	
                                                                  1

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                
	
                                                                  2

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                
	
                                                                  3

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                
	
                                                                  4

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                
	
                                                                  5

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                
	
                                                                  6

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                
	
                                                                  7

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                
	
                                                                  8

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                
	
                                                                  9

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                
	
                                                                  10

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                
	
                                                                  11

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                	
                                                                  [***]

                                                                


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 43
of 47

          
            

          

        

        
          
          

        

         

        
          	
                  

                   

                	
                  AMENDMENT
      2

                   

                
	
                  
                    TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                  

                	 
      


        

         

      

      [***]

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	
                                                                Table A-4.   Return
      Link Es/No (Modem to Modem)

                                                              
	
                                                                Reference

                                                              	
                                                                Modulation

                                                              	
                                                                FEC

                                                              	
                                                                Approx
      Code Rate

                                                              	
                                                                Symbol
      Rate (KS/s)

                                                              	
                                                                Required
      Es/No (dB)

                                                              	
                                                                BER/FER

                                                              
	
                                                                1

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              
	
                                                                2

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              
	
                                                                3

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              
	
                                                                4

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              
	
                                                                5

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              
	
                                                                6

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              
	
                                                                7

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              
	
                                                                8

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              
	
                                                                9

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              
	
                                                                10

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              
	
                                                                11

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              	
                                                                [***]

                                                              


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            	
                    Table A-5.   S-BSS
      Channel Unit Specifications

                  
	
                    Section

                  	
                    Reference

                  	
                    Requirement

                  
	 
      	
                    1

                  	
                    The
      S-BSS shall
      support [***]

                  
	
                    2

                  	
                    The
      S-BSS shall
      support [***]

                  
	
                    3

                  	
                    The
      S-BSS demodulator shall
      support [***]

                  
	
                    4

                  	
                    The
      S-BSS shall use
      [***]

                  
	
                    5

                  	
                    The
      S-BSS shall
      support [***]

                  
	
                    6

                  	
                    The
      S-BSS shall
      operate [***]

                  
	
                    7

                  	
                    The
      S-BSS shall
      operate [***]

                  
	
                    8

                  	
                    The
      S-BSS shall have
      [***]

                  


          

        

      

      


      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 44
of 47

          
            

          

        

        
          
          

        

         

        
          	
                  

                   

                	
                  AMENDMENT
      2

                   

                
	
                  
                    TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                  

                	 
      


        

        
           

        

         

      

      
        	 
      	
                9

              	
                The
      S-BSS transmitter output spectrum will [***]

              
	
                10

              	
                The
      S-BSS receiver input signal will [***]

              
	
                11

              	
                The
      S-BSS transmit pulse shaping filter [***]

              
	
                12

              	
                The
      S-BSS receiver pulse shaping [***]

              
	
                13

              	
                The
      S-BSS transmitter shall
    [***]

              
	
                14

              	
                The
      S-BSS transmitter shall be capable of
      [***]

              
	
                15

              	
                The
      S-BSS transmitter shall support
      [***]

              
	
                16

              	
                The
      S-BSS receiver shall support
      [***]

              
	
                17

              	
                The
      S-BSS transmitter frequency accuracy [***]

              
	
                18

              	
                The
      S-BSS receiver frequency accuracy [***]

              
	
                19

              	
                The
      air interface burst lengths [***]

              
	
                20

              	
                The
      air interface frame length [***].

              


      

      


      
        	
                B.  

              	
                Logical
      Channels

              


      

      


      [***]

      


      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 45
of 47

          
            

          

        

        
          
          

        

         

        
          	
                  

                   

                	
                  AMENDMENT
      2

                   

                
	
                  
                    TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                  

                	 
      


        

        
           

        

         

      

      
        	
                 
      

              	
                [***]

              


      

       

      
        	
                 
      

              	
                [***]

              


      

       

      
        	
                 
      

              	
                [***]

              


      

       

      
        	
                 
      

              	
                [***]

              


      

       

      
        	
                 
      

              	
                [***]

              


      

       

      
        	
                 
      

              	
                [***]

              


      

       

      
        	
                 
      

              	
                [***]

              


      

       

      
        	
                 
      

              	
                [***]

              


      

       

      
        	
                 
      

              	
                [***]

              


      

       

      
        	
                 
      

              	
                [***]

              


      

       

      
        	
                 
      

              	
                [***]

              


      

       

      
        	
                 
      

              	
                [***]

              


      

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 46
of 47

          
            

          

        

        
          
          

        

         

      

      
        	
                

                 

              	
                AMENDMENT
      2

                 

              
	
                
                  TerreStar
      Satellite Base Station Subsystem Functional
    Requirements

                

              	 
      


      

      
         

      

       

      14.0    ANNEX
2 – SCHEDULE OF FEATURE RELEASES

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Release

                                	
                                  Feature

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                
	
                                  [***]

                                	
                                  [***]

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          Use
or disclosure of the data contained on this sheet is subject to the restiction
on the title page.

        

        
          Page 47
of 47

          
            

          

        

        
          
          

        

         

      

    

    
      
        	
                 

                TERRESTAR SATELLITE BASE
      STATION SUBSYSTEM PRICE 

                AND PAYMENT MILESTONE SCHEDULE
      

              	
                  AMENDMENT 2

              


      

       

    


     

    


     

    


     

    Exhibit
C

     

    


     

    TerreStar
Satellite Base Station Subsystem

     

    (S-BSS)

     

    


     

    Price
and Payment Milestone Schedule

     

    


      
        
          
            
              
                
                  
                    
                      
                        	
                                Version
      4.5

                              	
                                July
      22, 2008

                              
	 	 
	 
      	 
      
	
                                Hughes
      Network Systems, LLC

                              	 
      
	
                                11717
      Exploration Lane

                              	 
      
	
                                Germantown,
      Maryland 20876

                              	
                                /s/
      Matthew Mohebbi

                              
	 	 
	 	 
	
                                TerreStar
      Networks, Inc.

                              	 
      
	
                                One
      Discovery Place

                              	 
      
	
                                12010
      Sunset Hills Road, 6th Floor

                              	 
      
	
                                Reston,
      Virginia  20190

                              	
                                /s/
      Neil
Hazard

                              


                      

                    

                  

                

              

            

          

        

      



     

     

     

     

    


    
      
        	
                This
      document contains data and information proprietary to Hughes Network
      Systems, LLC and TerreStar Networks Inc.  This data is being
      furnished pursuant to the provisions of the Contract between TerreStar
      Networks Inc. and  Hughes Network Systems, LLC for the TerreStar
      Satellite Base Station Subsystem.  Hughes Network Systems, LLC
      and TerreStar Networks Inc. shall have the right to duplicate, use or
      disclose the data and information to the extent specified in the
      Contract.

              


      

    

    


    


    



    
      
         


      

      
        Page 1 of
9

        
          

        

      

      
         


      

    

     

    
      
        	
                

                TERRESTAR SATELLITE BASE
      STATION SUBSYSTEM PRICE 

                AND PAYMENT MILESTONE SCHEDULE
      

              	
                  AMENDMENT 2

              


      

       

    

     

    Revision
History

     

    
      
        
          	
                  Date

                	
                  Version

                	
                  Description

                	
                  Author

                
	 
      	 
      	 
      	 
      
	
                  [***]

                	
                  4.0

                	
                  Initial
      Release and Contract Execution Copy

                	
                  [***]

                
	
                  [***]

                	
                  4.1

                	
                  Incorporate
      CCN #6

                	
                  [***]

                
	
                  [***]

                	
                  4.2

                	
                  Incorporate
      CN #

                	
                  [***]

                
	
                  [***]

                	
                  4.3

                	
                  Amend
      2 Final Version

                	
                  [***]

                
	
                  [***]

                	
                  4.4

                	
                  Removed
      % amounts / replaced with actual $ amounts. Release 1 CTS date changed to
      March 2009.

                	
                  [***]

                
	
                  [***]

                	
                  4.5

                	
                  Correction
      made to actual $ amounts; Final Execution Version of Amendment
      2

                	
                  [***]

                
	 
      	 
      	 
      	 
      


        

      

    


    
      
         


      

      
        Page 2 of
9

        
          

        

      

      
         


      

    

     

    
      
        	
                

                TERRESTAR SATELLITE BASE
      STATION SUBSYSTEM PRICE 

                AND PAYMENT MILESTONE SCHEDULE
      

              	
                  AMENDMENT 2

              


      

       

    

    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      	
                              SECTION

                            	 	
                              PAGE

                            	 
	 	 	 	 
	
                              REVISION
      HISTORY

                            	 	 	
                              2

                            	 
	
                              1.1   
      PURPOSE AND SCOPE

                            	 	 	
                              5

                            	
                               

                            
	
                              1.2   
      DOCUMENT HIERARCHY

                            	 	 	
                              5

                            	 
	 	 	 	 	 
	
                              2.0   
      PRICE SCHEDULE

                            	 	 	
                              6

                            	 
	
                              2.1   
      PRICE SCHEDULE

                            	 	 	
                              6

                            	 
	
                              2.1.1   
      SBSS Baseline Price

                            	 	 	
                              6

                            	 
	
                              2.1.2   
      SBSS Options Prices

                            	 	 	
                              7

                            	 
	 	 	 	 	 
	
                              3.0   
      PAYMENT PLAN

                            	 	 	
                              9

                            	 
	
                              3.1   
      PAYMENT PLAN

                            	 	 	
                              9

                            	 


                    

                  

                

              

            

          

        

      

    

     

     

     

     

     

    
 

    
      
         


      

      
        Page 3 of
9

        
          

        

      

      
         


      

    

     

    
      
        	
                

                TERRESTAR SATELLITE BASE
      STATION SUBSYSTEM PRICE 

                AND PAYMENT MILESTONE SCHEDULE
      

              	
                  AMENDMENT 2

              


      

       

    

    
      LIST
OF TABLES

      


      
        
          
            
              	
                      TABLE

                    	 	
                      PAGE

                    	 
	 
      	 	 	 
	
                      Table 1-2.   Document
      Hierarchy

                    	 	 	
                      5

                    	 
	
                      Table 2-1.   S-BSS
      Baseline Price

                    	 	 	
                      6

                    	 
	
                      Table 2-2.   S-BSS
      Options

                    	 	 	
                      7

                    	 
	
                      Table 2-3.   S-BSS
      [***]

                    	 	 	
                      7

                    	 
	
                      Table 2-4.   S-BSS
      [***]

                    	 	 	
                      8

                    	 


            

          

        

      

      
 

       

       

       

       

       

    

    
      
        
        

      

      
        Page 4 of
9

        
          

        

      

      
        
        

      

      
         

        
          
            	
                    

                    TERRESTAR SATELLITE BASE
      STATION SUBSYSTEM PRICE 

                    AND PAYMENT MILESTONE SCHEDULE
      

                  	
                      AMENDMENT
2

                  


          

        

      

       

      1.1   PURPOSE
AND SCOPE

    

    


    This
Exhibit covers the Price Schedule and Payment Plan for the work that will be
performed by Hughes Network Systems, LLC (the Contractor) for the design,
development, fabrication, implementation, integration, delivery, performance
verification, and testing of the Satellite Base Station Subsystem
(S-BSS).

    


    


    1.2   DOCUMENT
HIERARCHY

    


    
      
        	
                Table 1-2.   Document
      Hierarchy

              
	
                No.

              	
                Document

              	
                Content

              
	
                1.

              	
                Contract

              	
                Terms
      and Conditions

              
	
                2.

              	
                Exhibit
      A

              	
                Statement
      of Work

              
	
                3.

              	
                Exhibit
      B

              	
                S-BSS
      Technical Specification

              
	
                4.

              	
                Exhibit
      C

              	
                Price
      Schedule

              
	
                5.

              	
                Exhibit
      D

              	
                Options

              


      

    

    



    
      
         


      

      
        Page 5 of
9

        
          

        

      

      
         


      

    

    
       

      
        
          	
                  

                  TERRESTAR SATELLITE BASE
      STATION SUBSYSTEM PRICE 

                  AND PAYMENT MILESTONE SCHEDULE
      

                	
                    AMENDMENT
2

                


        

      

    

     

    2.0   PRICE
SCHEDULE

    2.1   PRICE
SCHEDULE

    


    2.1.1   SBSS
Baseline Price

    


    
      
        
          
            	
                    Table 2-1.   S-BSS
      Baseline Price

                  
	
                    Item

                  	
                    Description

                  	
                    Price

                  
	
                    1

                  	
                    [***]

                  	
                    $     [***]

                  
	 
      	
                    [***]

                  	
                    [***]

                  
	 
      	
                    [***]

                  	
                    [***]

                  
	 
      	
                    [***]

                  	
                    [***]

                  
	 
      	
                    [***]

                  	
                    [***]

                  
	 
      	
                    [***]

                  	
                    [***]

                  
	 
      	
                    [***]

                  	
                    [***]

                  
	 
      	
                    [***]

                  	
                    [***]

                  
	 
      	
                    [***]

                  	
                    [***]

                  
	 
      	
                    [***]

                  	
                    [***]

                  
	 
      	
                    [***]

                  	
                    [***]

                  
	
                    2

                  	
                    [***]

                  	
                    $       [***]

                  
	 
      	 
      	 
      
	
                    3

                  	
                    [***]

                  	
                    $       [***]

                  
	 
      	 
      	 
      
	
                    4

                  	
                    [***]

                  	
                    $       [***]

                  
	 
      	 
      	 
      
	
                    5

                  	
                    [***]

                  	
                    $       [***]

                  
	 
      	 
      	 
      
	
                    6

                  	
                    [***]

                  	
                    $       [***]

                  
	 
      	 
      	 
      
	
                    7

                  	
                    [***]

                  	
                    $       [***]

                  
	 
      	 
      	 
      
	
                    8

                  	
                    [***]

                  	
                    $       [***]

                  
	 
      	 
      	 
      
	
                    9

                  	
                    [***]

                  	
                    $       [***]

                  
	 
      	 
      	 
      
	
                    10

                  	
                    [***]

                  	
                    $       [***]

                  
	 
      	 
      	 
      
	
                    11

                  	
                    [***]

                  	
                    $       [***]

                  
	 
      	
                    TOTAL
      PURCHASE PRICE

                  	
                    $       [***]

                  


          

        

      

    

    



    
      
         


      

      
        Page 6 of
9

        
          

        

      

      
         


      

    

    
       

      
        
          	
                  

                  TERRESTAR SATELLITE BASE
      STATION SUBSYSTEM PRICE 

                  AND PAYMENT MILESTONE SCHEDULE
      

                	
                    AMENDMENT 2

                


        

         

      

    

    2.1.2   SBSS
Options Prices

    


    
      
        	
                Table 2-2.   S-BSS
      Options

              
	
                1

              	
                [***]

              	
                $       [***]

              
	 
      	 
      	 
      
	
                2

              	
                [***]

              	
                $       [***]

              
	 
      	 
      	 
      
	
                3

              	
                [***]

              	
                $       [***]

              
	 
      	
                Equipment

              	 
      
	 
      	
                Installation
      and Travel

              	 
      
	 
      	
                Test
      and Integration

              	 
      


      

    

    


    


    The
following options defined as [***] ([***]) in Table 2-6 of the Technical
Specifications and schedule shall be priced at [***]:

    


    
      
        	
                Table 2-3.   [***]
      Options

              
	
                1

              	
                [***]

              	
                [***]

              
	 
      	 
      	 
      
	
                2

              	
                [***]

              	
                [***]

              
	 
      	 
      	 
      
	
                3

              	
                [***]

              	
                [***]

              
	 
      	 
      	 
      
	
                4

              	
                [***][***]

              	
                [***]

              
	 
      	 
      	 
      
	
                5

              	
                [***]

              	
                [***]

              
	 
      	 
      	 
      
	
                6

              	
                [***]

              	
                [***]

              
	 
      	 
      	 
      


      

    

    



    
      
         


      

      
        Page 7 of
9

        
          

        

      

      
         


      

    

     

    
      
        	
                

                TERRESTAR SATELLITE BASE
      STATION SUBSYSTEM PRICE 

                AND PAYMENT MILESTONE SCHEDULE
      

              	
                  AMENDMENT 2

              


      



    The
following options defined as [***] ([***]) in Table 2-7 of the Technical
Specifications and schedule shall be priced and defined at [***]:

    


    
      
        
          	
                  Table 2-4.   [***]
      Options

                
	
                  1

                	
                  [***]

                	
                  [***]

                
	 
      	 
      	 
      
	
                  2

                	
                  [***]

                	
                  [***]

                
	 
      	 
      	 
      
	
                  3

                	
                  [***][***]

                	
                  [***]

                
	 
      	 
      	 
      


        

      

    

    


     

     

     

     

    

      
        
           


        

        
          Page 8 of
9

          
            

          

        

        
           


        

      

       

      
        
          	
                  

                  TERRESTAR SATELLITE BASE
      STATION SUBSYSTEM PRICE 

                  AND PAYMENT MILESTONE SCHEDULE
      

                	
                    AMENDMENT 2

                


        

         

      

    

    3.0   PAYMENT
PLAN

    3.1   PAYMENT
PLAN

    


    


    
      
        	
                Number

              	
                Payment
      Milestone

              	
                Percentage
      of 

                Contract
      

                Value

              	
                Approximate
      

                Date

              	
                Estimated
      

                Calendar
      Date

              
	
                1

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                2

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                3

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                4

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                5

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                6

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                7

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                8

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                9

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                10

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                11

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                12

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                13

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	
                14

              	
                [***]

              	
                [***]

              	
                [***]

              	
                [***]

              
	 
      	
                Total

              	
                [***]

              	 
      	 
      


      

    

    


    


     

    Page 9 of
9