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  Exhibit 10.25    
    


 
    EXPLANATORY NOTE    
    


This
Exhibit 10.25 was originally filed as Exhibit 10.33 to the Annual Report on Form 10-K of EchoStar for the year ended December 31, 2008, Commission File
No.001-33807. We are re-filing this Exhibit 10.25 in response to comments we received from the Securities and Exchange Commission on a confidential treatment request we
made for certain portions of this Exhibit in our original filing. 


 
 

  SATELLITE SERVICE AGREEMENT FOR QUETZSAT-1    
    


        THIS AGREEMENT between EchoStar 77 Corporation ("EchoStar 77"), on the one hand, and
DISH Network L.L.C. ("Customer") and DISH Network Corporation (solely as to the obligation set forth in Section 3.C of this Agreement), on the other hand, is made effective as of
24 November 2008 (the "Effective Date"). Defined terms used in this Agreement have the meanings specified herein. 


 
 

  ARTICLE 1. SERVICE PROVIDED    
    


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


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



Attachment
A—Technical Performance Specifications

Attachment B—[Reserved]

Attachment C—Model for QuetzSat-1 MRC Calculation

Attachment D—[Reserved]

Attachment E—QuetzSat-1 Spacecraft System Requirements dated 24 November 2008

Attachment F—Concession

Attachment G—*** 



 
 

CONFIDENTIAL AND PROPRIETARY    
    


This document contains confidential and proprietary information of DISH Network L.L.C. and EchoStar 77 Corporation that may not be shared with third parties without the express
prior written approval of DISH Network L.L.C. and EchoStar 77 Corporation.


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







 

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


        1.B(1)    EchoStar 77 and Customer confirm their understanding and agreement that, in the multiple provisions of this Agreement
in which EchoStar 77 is obligated to use commercially reasonable efforts to cause SES-LA to take certain actions, EchoStar 77's ability in such efforts to cause SES-LA to take
such actions are specifically subject to the rights and obligations of SES-LA in the SES-LA Agreement. 


        1.B(2)    EchoStar 77 shall cause SES-LA to (a) enter into a contract (the "Construction Contract") with
Vendor for the construction of the QuetzSat-1 Satellite, (b) enter into a Launch Service Agreement for the launch of the QuetzSat-1 Satellite, and (c) negotiate
insurance contracts with insurers for the launch and for the first year (or such period as is then commercially available) of in-orbit operation for the QuetzSat-1 Satellite. 



        1.B(3)    Pursuant to Subsection 1.B(3) of the SES-LA Agreement, SES-LA, EchoStar 77, Customer
and EchoStar Corporation shall collaborate in good faith toward reaching agreements on the Technical Performance Specifications and other requirements for, and toward the successful construction,
insurance and launch of, the QuetzSat-1 Satellite, *** The *** of the QuetzSat-1 Satellite are described in Attachment E. Upon reaching agreement on the Technical Performance
Specifications for the QuetzSat-1 Satellite in accordance with Subsection 1.B(3) of this Agreement and Subsection 1.B(3) of the SES-LA Agreement, pursuant to
Subsection 1.B(3) of the SES-LA Agreement, SES-LA, EchoStar 77 and Customer shall mutually agree upon the necessary modifications, if any, to Attachment B *** to reflect
the terms of such Technical Performance Specifications. 


        Subject
to the parties' respective rights and obligations set forth in the immediately preceding paragraph, the parties shall use commercially reasonable efforts (and EchoStar 77 shall
cause SES-LA to use commercially reasonable efforts) to cause the execution of the Construction Contract as soon as reasonably practicable and complete the Technical Performance
Specifications as soon as reasonably practicable, in each case in accordance with the steps outlined in this paragraph and the immediately following paragraph. Upon completion, *** attached hereto as
Attachment A, and shall be deemed to be incorporated herein by reference in their entirety. *** 


        1.B(4)    ***  


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


2







 

        1.B(5)    Subject to any applicable ITAR and EAR restrictions and Vendor's standard security procedure requirements, pursuant to
Subsection 1.B(5) of the SES-LA Agreement Customer shall be permitted to participate in and be present at ***. Participation by Customer as contemplated herein shall include
attendance by Customer employees and U.S. citizen representatives at such events and meetings, consultation with Customer on engineering decisions that affect the Satellite's performance (including
the ability to meet the applicable Technical Performance Specifications) that affect the DISH Payload, and the review of relevant reports and test results. When available, EchoStar 77 shall cause
SES-LA to distribute un-redacted versions of all design review documents to Customer. EchoStar 77 shall cause SES-LA to instruct Vendor to make available to
Customer and Customer's U.S. citizen representatives access to un-redacted versions of all technical documents under the Construction Contract, including without limitation the spacecraft
performance specification. With reasonable prior notice, pursuant to Subsection 1.B(5) of the SES-LA Agreement, Customer shall be permitted, *** to view program hardware in progress
in accordance with Vendor's access policies and procedures. Subject to any confidentiality restrictions set forth in the Construction Contract, pursuant to Subsection 1.B(5) of the
SES-LA Agreement, Customer and Customer's U.S. citizen representatives shall be provided access, *** provided that such access does not unreasonably interfere with such work or any other
work. Pursuant to Subsection 1.B(5) of the SES-LA Agreement, Customer and Customer's U.S. citizen representatives shall be provided access, while accompanied by SES-LA
(or its designee), to work being performed pursuant to the Construction Contract in Vendor's subcontractors' facilities to the extent Vendor obtains such access, subject to the right of Vendor and
SES-LA (or its designee) to accompany Customer and Customer's U.S. citizen representatives on any such visit and subject further to the execution by Customer and Customer's U.S. citizen
representatives of non-disclosure or similar agreements as may be required by said subcontractors. *** 



        1.B(6)    In the event that Customer requests a modification of the DISH Payload, then EchoStar 77 shall cause
SES-LA to negotiate in good faith with Vendor and in accordance with SES-LA's obligations under Subsection 3.A(10) of the SES-LA Agreement to implement such
modification***. Customer further acknowledges that any permitted modification of the DISH Payload would be subject to the change procedures set forth in the Construction Contract and the Launch
Service Agreement *** Customer further acknowledges that any such modification may also require (x) additional approvals or authorizations from SCT, COFETEL and/or other Mexican Governmental
Entities and/or the ITU, which EchoStar 77 shall use commercially reasonable efforts to cause SES-LA to obtain ***, and/or (y) additional approvals or authorizations from the FCC
and/or other United States Governmental Entities, which Customer shall use its commercially reasonable efforts to obtain. EchoStar 77 shall use commercially reasonable efforts to support
(i) the efforts of SES-LA to obtain such additional approvals or authorizations from SCT, COFETEL and/or other Mexican Governmental Entities and/or the ITU, and (ii) the
efforts of Customer to obtain such additional approvals or authorizations from the FCC and/or other United States Governmental Entities. EchoStar 77 shall use commercially reasonable efforts to cause
SES-LA to support and to cause SES-LA to cause the then-current Mexican citizen shareholders in QuetzSat to support Customer's efforts pursuant to
clause (ii). Upon the request of EchoStar 77, Customer agrees to provide reasonable support, as soon as reasonably practicable, to assist SES-LA and/or EchoStar 77 in such
regulatory process. *** 


        1.B(7)    EchoStar 77 agrees to keep Customer promptly apprised of all material third party discussions related to the Launch
Service Agreement. *** Subject to any applicable ITAR and EAR restrictions, pursuant to Subsection 1.B(7) of the SES-LA Agreement, Customer and Customer's U.S. citizen
representatives shall be permitted to participate in reviews of each of LSA Vendor's milestone events with respect to launch of the Satellite. Customer and Customer's guests may at Customer's expense
attend the launch of the Satellite.  


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


3







 

        1.B(8)    EchoStar 77 agrees to keep Customer promptly apprised of all material third party discussions related to insurance.
Pursuant to Subsection 1.B(8) of the SES-LA Agreement, EchoStar 77 shall cause SES-LA to collaborate with and include Customer in all significant decisions related to
insurance, including without limitation the placement of insurance, ***. EchoStar 77 shall cause SES-LA to use commercially reasonable efforts to include terms in the insurance policies
that would include a return of all premiums (or as much of such premiums as possible) in the event of a cancellation of the policies. 


***



        1.B(11)    Customer acknowledges and agrees that it is SES-LA's intention to procure commercial launch and
in-orbit insurance covering the Net Book Value of the Satellite *** based on an allocation of such Net Book Value to the various payloads on the Satellite, as determined by mutual
agreement of EchoStar 77, SES-LA, Customer and EchoStar Corporation subsequent to execution of the Construction Contract (and subject to later modification by mutual agreement of EchoStar
77, SES-LA, Customer and EchoStar Corporation). *** 


        1.B(12)    EchoStar 77 shall cause SES-LA to use commercially reasonable efforts to obtain specific payload-level
insurance coverage (i.e., in the initial launch coverage and the subsequent in-orbit coverages), consistent with the allocation of Net Book
Value determined under Subsection 1.B(11). During such periods of the Service Term in which such payload-level coverage exists, the terms and conditions of this Agreement shall be equitably
adjusted as necessary to reflect the existence of such coverage. 


1.C.    Service Term.    The term for Service (the "Service Term") on any Satellite
(including a Replacement Satellite or a Successor Satellite) shall commence on the In-Service Date for that Satellite, and, except as otherwise provided herein, shall expire on the earlier
of (1) ten (10) years after such In-Service Date (the "Initial Term"), or (2) the date that Satellite becomes a Failed Satellite. The Service Term on any Satellite
(including a Replacement Satellite or a Successor Satellite) that is not a Failed Satellite may be extended at Customer's sole option for successive
one-year periods (or a portion thereof in the case of the final extension) until the Satellite reaches its End-of-Life (each an "Extended Term") *** 



1.D.    Notices.    All notices regarding technical or operational matters requiring
immediate attention shall be given by telephone to the telephone numbers set forth below and shall be followed by written notification in accordance with the procedure set forth below. Any other
notice required or permitted to be given hereunder shall be in writing and shall be sent by facsimile transmission or by overnight courier service, charges prepaid, to the party to be notified,
addressed to such party at the address set forth below, or sent by facsimile to the fax number set forth below, or such other address or fax number as such party may have substituted by written notice
to the other party. The sending of such notice with confirmation of receipt thereof (in the case of facsimile transmission) or receipt of such notice (in the case of delivery by overnight courier
service) shall constitute the giving thereof. 


        If to be given to EchoStar 77:  




Attn:
*** 


cc:
*** 





        If to be given to Customer:  




Attn:
***  




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


4







 

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




EchoStar
77 Tel #: *** 


Customer
Tel #: To be provided by Customer, as such number may be changed by Customer from time to time upon written notice to EchoStar 77. 





1.E.    *** 


 
 

  ARTICLE 2. PAYMENTS AND OTHER CONSIDERATIONS/ FUTURE SATELLITES    
    


2.A.    [Reserved]


2.B.    Monthly Recurring Charges.


        2.B(1)    Commencing on the In-Service Date and for the duration of the Service Term (including any Extended Terms)
Customer shall pay to EchoStar 77 for the Service a monthly recurring service charge (the "MRC") with respect to the DISH Payload of the QuetzSat-1 Satellite *** 


        2.B(2)    [Reserved]


        ***


        2.B(5)    At an appropriate time, and from time to time in the event that, after receipt of Unanimous Instructions pursuant to
Subsection 2.G(10), EchoStar 77 exercises its right in Subsection 2.G(10) of the
SES-LA Agreement to locate the Satellite at an Alternate Orbital Location and as otherwise necessary, pursuant to Subsection 2.B(5) of the SES-LA Agreement,
SES-LA, EchoStar Corporation, EchoStar 77 and Customer shall collaborate in good faith as to the methods by which TT&C will be provided for the QuetzSat-1 Satellite, provided
that *** such methods must meet the minimum requirements of the Concession when the Satellite is located at the Orbital Location. With respect to periods when the QuetzSat-1 Satellite is
located at the Orbital Location, such collaboration shall include without limitation the following topics: (x) location of TT&C facilities in Mexico in accordance with the terms and conditions
of the Concession, and whether to build a facility or contract for services from a third party; and (y) tax considerations, including with respect to permanent establishments. EchoStar 77
agrees to keep Customer promptly apprised of all material third party discussions related to TT&C for the QuetzSat-1 Satellite. Pursuant to Subsection 2.B(5) of the
SES-LA Agreement, EchoStar 77 shall cause SES-LA to collaborate with and include Customer in all significant decisions related to TT&C for the QuetzSat-1 Satellite,
including without limitation the purchase of TT&C equipment and other terrestrial facilities necessary to perform TT&C services ***. 


2.C.    Monthly Recurring Charges Adjustments/Refunds.    *** In the event of a
Satellite Failure for any reason whatsoever, Customer's obligation to pay the MRCs due for the period after the Satellite Failure shall automatically terminate as of the date of the Satellite Failure,
***. EchoStar 77 shall refund to Customer any MRCs paid for periods subsequent to the date of a Satellite Failure, including the period between and including the date of the Satellite Failure and the
date upon which it is determined that a Satellite Failure has occurred.  


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


5







 

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


2.F.    Taxes and Other Charges.    *** EchoStar 77 represents that, as of the date hereof, it has no actual knowledge of any Taxes
(1) which would be or are proposed to be levied on EchoStar 77, SES-LA or any of their Affiliates by any Governmental Entities, (2) which would apply or are proposed to apply
to the Service at the Orbital Location or the facilities used to provide the Service at the Orbital Location to Customer, or (3) *** The parties shall use their respective commercially
reasonable efforts to support each other in (a) the optimization of
tax-related strategies, and (b) actions against the establishment of new Taxes that would be payable or reimbursable by Customer pursuant to this Section 2.F ***. 


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


        2.G(1)    SES-LA Authorizations.    *** EchoStar 77 shall
use commercially reasonable efforts to cause SES-LA to maintain the Concession and to pursue, secure, as soon as reasonably practicable, and maintain all other Authorizations necessary for
the Service Term from SCT, COFETEL, all other Mexican Governmental Entities and the ITU to (a) locate the QuetzSat-1 Satellite at the Orbital Location, and (b) permit
(i) TT&C functions for the Satellite at the Orbital Location to be uplinked from an earth station in Mexico, (ii) Customer to uplink video, data and audio services from the United States
to, and downlink video, data and audio services into the United States, Mexico and Central America from, the DISH Payload using the 77° W.L. Frequencies utilized by the DISH Payload at the
Orbital Location, and (iii) Customer to use the DISH Payload at the Orbital Location consistent with the Technical Performance Specifications and for the Intended Purpose, with the exception of
the separate concession that is required to provide direct-to-home service into Mexico from the QuetzSat-1 Satellite and any additional authorizations specifically
relating thereto (collectively, the "77° W.L. License"). (The parties acknowledge and agree that *** (y) the reference in the foregoing clause (iii) to the Intended Purpose
is not intended and shall not be construed to foreclose Customer from use of the DISH Payload for other authorized purposes.) EchoStar 77 agrees to use commercially reasonable efforts to cause
SES-LA to respond promptly to requests for further information from SCT, COFETEL, other Mexican Governmental Entities and the ITU. *** EchoStar 77 agrees to consult regularly with Customer
during the regulatory process for the 77° W.L. License, and shall advise Customer on a timely basis of all material developments concerning such process. Pursuant to
Subsection 2.G(1) of the SES-LA Agreement, if any filing or submission made by SES-LA during the regulatory process for the 77° W.L. License mentions
Customer or any of the terms or conditions set forth in this Agreement, then EchoStar 77 shall cause SES-LA to obtain the prior approval of Customer before filing or submitting material to
any Governmental Entities, such approval not to be unreasonably withheld or delayed. Upon the request of EchoStar 77, Customer agrees to provide reasonable support, as soon as reasonably practicable,
to assist SES-LA and/or EchoStar 77 in the regulatory process for the 77° W.L. License. ***  


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


6









 



































 





        2.G(2)    Customer Authorizations.    Customer agrees to use
commercially reasonable efforts at its expense to pursue, secure, as soon as reasonably practicable, and maintain all Authorizations necessary for the Service Term from United States Governmental
Entities (including without limitation the FCC and Department of State) to permit (i) Customer to uplink video, data and audio services from the United States to, and downlink video, data and
audio services into the United States, Mexico and Central America from, the DISH Payload using the 77° W.L. Frequencies utilized by the DISH Payload at the Orbital Location, and
(ii) Customer to use the DISH Payload at the Orbital Location consistent with the Technical Performance Specifications and for the Intended Purpose (collectively, the "FCC Approvals"). (The
parties acknowledge and agree that the reference in the foregoing clause (ii) to the Intended Purpose is not intended and shall not be construed to foreclose Customer from use of the DISH
Payload for other authorized purposes.) *** In connection with the foregoing and in consultation with EchoStar 77 and SES-LA, Customer agrees to file all documents and take all actions
reasonably necessary to obtain the FCC Approvals as soon as reasonably practicable. Customer agrees to use commercially reasonable efforts to respond promptly to requests for further information from
United States Governmental Entities (including without limitation the FCC and Department of State). Customer agrees to consult regularly with EchoStar 77 and SES-LA during the regulatory
process for the FCC Approvals, and shall advise EchoStar 77 and SES-LA on a timely basis of all material developments concerning such process. Customer agrees that if any filing or
submission made by Customer during the regulatory process for the FCC Approvals mentions EchoStar 77, SES-LA or any of the terms or conditions set forth in this Agreement, then Customer
shall obtain the prior approval of EchoStar 77 (and EchoStar 77 shall use commercially reasonable efforts to obtain the approval of SES-LA to the extent that such approval is required
under the SES-LA Agreement) before filing or submitting material to any Governmental Entities, such approval not to be unreasonably withheld or delayed, provided that it shall be
reasonable for EchoStar 77 to withhold its approval in the event that EchoStar 77 is unable to obtain SES-LA's approval despite the use of commercially reasonable efforts to do so. Upon
the request of Customer, EchoStar 77 agrees to provide (and EchoStar 77 shall use commercially reasonable efforts to cause SES-LA to provide) reasonable support, as soon as reasonably
practicable, to assist Customer in the regulatory process for the FCC Approvals, and EchoStar 77 shall use commercially reasonable efforts to cause SES-LA to cause the
then-current Mexican citizen shareholders in QuetzSat to provide such reasonable support. *** 


        2.G(3)    Concession.    Customer and EchoStar 77 acknowledge the
terms and conditions for the concession to occupy the Orbital Location, develop its corresponding BSS frequencies, and broadcast and receive signals established and issued by SCT to QuetzSat on
2 February 2005 (the "Concession")(a copy of which is appended to this Agreement as Attachment F). 


        2.G(4)    Coordination. 




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


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



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





        2.G(5)    [Reserved]


        2.G(6)    *** 


        2.G(7)    [Reserved]


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


7







 

        2.G(8)    Capacity Obligation.    The parties acknowledge QuetzSat's
obligation (the "Capacity Obligation") *** 


        2.G(9)    *** 


        2.G(10)    *** 


        2.G(11)    *** 


        2.H(1)(a)    In the event that, at any time during the effectiveness of this Agreement, any Satellite (including any Replacement
Satellite or Successor Satellite) becomes a Failed Satellite, then Customer shall have the option to request *** that EchoStar 77 provide the Service on a Replacement Satellite *** 


        2.I(1)    *** Customer shall have the option to request *** that EchoStar 77 provide the Service on a successor satellite *** 


2.J.    Additional Conditions as to Customer Rights.


        2.J(1)    Notwithstanding clause (a) of Subsection 2.H(1), clause (a) of Subsection 2.H(2),
clause (a) of Subsection 2.H(3), and Subsection 2.I(1), Customer's rights with respect to Replacement Satellites and Successor Satellites shall not be exercisable if *** 


        2.J(2)    Other than as set forth in Subsection 2.H(5), Customer's rights with respect to Interim Satellites shall not be
exercisable unless *** 


 
 

  ARTICLE 3. REPRESENTATIONS, WARRANTIES AND COVENANTS    
    


3.A.    EchoStar 77's Representations, Warranties and Covenants.    EchoStar 77
hereby represents, warrants and covenants to Customer as follows: 


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



        3.A(2)    Subject to the Board of Directors approval contemplated by Section 10.R, the execution, delivery and
performance (as provided herein) by EchoStar 77 of this Agreement has been duly authorized by all requisite corporate action of EchoStar 77 (including without limitation any necessary action of its
directors and shareholders) and shall not violate any applicable provisions of law or any order of any court or any agency of government and shall not conflict with or result in a breach under
(a) its Articles of Incorporation or By-Laws, or (b) any material agreement to which EchoStar 77 is a party or by which it is bound. This Agreement is a legal, valid and
binding obligation of EchoStar 77, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally.  


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


8







 

        3.A(3)    EchoStar 77 has not retained or authorized anyone to represent it as a broker or finder in connection with this
Agreement. 


        3.A(4)    In connection with EchoStar 77's performance under this Agreement, EchoStar 77 shall comply in all material respects
with all applicable laws, regulations, or orders of any Governmental Entity, *** 


        3.A(5)    [Reserved]


        3.A(6)    EchoStar 77 shall not (and EchoStar 77 shall ensure that SES-LA and its Affiliates and EchoStar
Corporation and its Affiliates shall not) shall place another satellite in service
that would cause interference with the 77° W.L. Frequencies being utilized by the DISH Payload. 



        3.A(7)    EchoStar 77 shall not consent to an amendment of the Construction Contract that would adversely impact Customer and
EchoStar 77 shall not consent to a termination of the Construction Contract, in either case without the express written concurrence of Customer, provided that Customer's concurrence shall not be
required if notice has been given of the termination of this Agreement. 


        3.A(8)    Except with respect to the "QuetzSat-1" designation, EchoStar 77 hereby grants to Customer and its
Affiliates a non-exclusive, royalty-free, fully-paid-up and irrevocable license under all patents, copyrights, trade secrets and other intellectual
property of SES-LA and EchoStar 77 and their respective Affiliates necessary for Customer to use the QuetzSat-1 Satellite for the purposes permitted hereunder, such license to
expire on the expiration or termination of this Agreement. 


        3.A(9)    [Reserved]


        3.A(10)    [Reserved]



        3.A(11)    As of the Effective Date and to the best of the present knowledge and belief of EchoStar 77, after reasonable
investigation, EchoStar 77 and its Affiliates are in compliance with the terms, conditions and requirements of all of the FCC Approvals received by EchoStar 77 and its Affiliates to date and there has
occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to any person or entity any right of revocation, modification, suspension, cancellation or
termination (with or without notice or lapse of time or both) of any such FCC Approvals. 


        3.A(12)    As of the Effective Date and to the best of the present knowledge and belief of EchoStar 77, after reasonable
investigation, all of the FCC Approvals received by EchoStar 77 and its Affiliates to date (a) are valid and in full force and effect, (b) have not been stayed, and (c) are not
subject to any request for stay, reconsideration, review or judicial appeal. 


        3.A(13)    EchoStar 77 and its Affiliates have not received notice of any revocation, modification, suspension, cancellation or
termination of any FCC Approvals received by EchoStar 77 and its Affiliates to date and are not aware of any fact and has not received any communication, formal or informal, indicating that any
Governmental Entity is considering revoking, modifying adversely, suspending, canceling, rescinding or terminating any such FCC Approvals. 



        3.A(14)    As of the Effective Date and to the best of the present knowledge and belief of EchoStar 77, after reasonable
investigation, this Agreement and the operation of the Satellite contemplated hereby, including without limitation the TT&C functions described herein, complies with all of the FCC Approvals received
by EchoStar 77 and its Affiliates to date.  


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


9







 

        3.A(15)    [Reserved]


        3.A(16)    [Reserved]


        3.A(17)    [Reserved]


        3.A(18)    [Reserved]


        3.A(19)    EchoStar 77 (a) has the right to provide Service to Customer on the Satellite, and (b) is party to and
shall maintain the SES LA Agreement that grants EchoStar 77 the rights necessary for EchoStar 77 to provide Customer with Service as stated in this Agreement throughout the Service Term, for EchoStar
77 to otherwise perform its obligations hereunder, and for Customer to exercise its rights and otherwise receive all benefits anticipated hereunder. 


        3.A(20)    Certain of the obligations to be performed by EchoStar 77 as stated in this Agreement may be performed on behalf of
EchoStar 77 by one or more Affiliates of EchoStar 77. EchoStar 77 shall cause each such Affiliate to perform such obligations and shall be responsible for the actions or inactions of such Affiliates
as to such obligations as if the same were actions or inactions of EchoStar 77. 



3.B.    Customer's Representations, Warranties and Covenants.    Customer hereby
represents, warrants and covenants to EchoStar 77 as follows: 


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



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


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


        3.B(4)    *** in connection with Customer's performance under this Agreement, Customer shall comply in all material respects
with all applicable laws, regulations, or orders of any Governmental Entity, including without limitation those governing content of transmissions and all SCT, COFETEL and FCC license requirements. 



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


        3.B(6)    [Reserved] 


        3.B(7)    Customer hereby grants EchoStar 77 and SES-LA and any successor owner of the QuetzSat-1
Satellite and their respective Affiliates a non-exclusive, royalty-free, fully-paid-up and irrevocable license under all patents, copyrights, trade
secrets and other intellectual property of Customer and its Affiliates necessary for EchoStar 77 and SES LA to *** 


        3.B(8)    [Reserved] 


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


10









 



































 






        3.B(9)    [Reserved] 


        3.B(10)    [Reserved] 


        3.B(11)    [Reserved] 


        3.B(12)    Customer shall be responsible for any breaches of this Agreement resulting from the actions or inactions of
Customer's Affiliates as if the same were actions or inactions of Customer. 


3.C.    DISH Network Corporation Representations, Warranties and Covenants.


        3.C(1)    DISH Network Corporation hereby represents, warrants, and covenants, solely with respect to the obligation set forth
in Subsection 3.C(2), as follows: 



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


        3.C(1)(b)    Subject to the Board of Directors approval contemplated by Section 10.R, the execution, delivery and
performance (as provided herein) by DISH Network Corporation of the obligation set
forth in Subsection 3.C(2) has been duly authorized by all requisite action and will not violate any applicable provisions of law or any order of any court or agency of government and will not
conflict with or result in a breach under (i) its Articles of Incorporation or By-Laws, or (ii) any material agreement to which DISH Network Corporation is a party or by
which it is bound. 




        3.C(2)    In the event that Customer's *** then DISH Network Corporation, or any successor entity thereto that is the ultimate
parent of Customer, shall become, effective at the end of such calendar quarter, absolutely, irrevocably, unconditionally and continually obligated to EchoStar 77 to perform fully and timely all of
the payment and other obligations and covenants of Customer hereunder. 


 
 

  ARTICLE 4. SERVICE RESPONSIBILITIES    
    


4.A.    Laws and Regulations Governing Service.    Construction, launch, location
and operation of the Satellite and Customer's and EchoStar 77's performance of all obligations pursuant to this Agreement, are subject to all applicable laws and regulations of Mexico, the United
States and other relevant jurisdictions, including without limitation ITAR and EAR, the Ley Federal de Telecomunicaciones (Mexico), as amended, the
Communications Act, all applicable policies, decisions, orders, rules and regulations of SCT, COFETEL, COFECO and the FCC, and coordination agreements with other operators and administrations,
provided that it is understood that location and operation of the Satellite at the Orbital Location shall be subject to the licensing jurisdiction of Mexico and that the United States shall not have
responsibility for the Satellite during its location and operation at the Orbital Location. Unless otherwise specified in this Agreement *** this Section 4.A shall take precedence over any
terms and conditions of this Agreement that could otherwise result in an action contrary to applicable laws and regulations.  


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


11







 

4.B.    Use Conditions.


        4.B(1)    Customer shall use the Service in accordance with (a) all applicable laws and regulations *** and
(b) the conditions of use to be contained in the Commercial Operations Systems User's Guide as agreed to by SES-LA, EchoStar 77 and Customer pursuant to Subsection 4.B(1) of
the SES-LA Agreement with respect to the DISH Payload (the "User's Guide"). *** Customer shall not use the Service for any unlawful purpose, including violation of laws governing the
content of material transmitted using the Service. *** EchoStar 77 shall also cause SES-LA to provide continuous monitoring of the Satellite in accordance with generally accepted industry
standards. 


        4.B(2)    Customer shall be responsible for the failure of third parties (e.g.,
subcontractors) who Customer utilizes in conjunction with the Service ("Customer's Designees") to meet the requirements of Subsection 4.B(1) as if such failures were actions of Customer. 


 
 

  ARTICLE 5. OPERATIONAL MATTERS    
    


5.A.    Service Access.    Customer is responsible for providing, operating and maintaining the equipment
necessary to access the Satellite and Service. When signals are being transmitted from an earth station provided by Customer, Customer shall be responsible for proper illumination of the Transponders.
Should improper illumination be detected by SES-LA, Customer shall be notified and shall take corrective action promptly. *** Customer at its expense shall provide EchoStar 77 with any
descrambling or decoding devices that may be required for signal monitoring. At a mutually agreed time, and prior to Customer transmitting from its earth station(s), Customer shall demonstrate to
SES-LA's designated Technical Operations Center that its earth station(s) comply with the satellite access specifications contained in the User's Guide. 


***



5.C.    Certain Other Operational Matters.


        5.C(1)    Pursuant to Subsection 5.C(1) of the SES-LA Agreement, EchoStar 77 and Customer shall participate
in monthly meetings with SES-LA to discuss the status of and developments in the construction, launch and insurance of the Satellite. In such meetings, EchoStar 77 shall provide updates
on, among other things, the decisions made in the "Trouble Review Board" and "Test Review Board" meetings. Without limitation of Subsection 1.B(5), Customer shall be provided
with copies of or, at SES-LA's election, access to full manufacturing test data (i.e., "box level") of components of special importance to
the payload performance. 


        5.C(2)    Without limitation of Subsection 1.B(5), pursuant to Subsection 5.C(2) of the SES-LA
Agreement, Customer shall have the right to witness (with a reasonable number of attendees) in-orbit testing of the Satellite from the SES-LA station at which the tests are
controlled, and to receive the complete IOT test data results. 


        5.C(3)    Pursuant to Subsection 5.C(3) of the SES-LA Agreement, EchoStar 77 shall cause SES-LA
to provide to Customer monthly health reports on the Satellite in a form to be agreed by SES-LA, EchoStar 77 and Customer consistent with industry practice (except for redactions of
information related to the payload(s) on which Customer is not taking Service). 


        5.C(4)    Pursuant to Subsection 5.C(4) of the SES-LA Agreement, prior to the In-Service Date of
the Satellite, the parties shall document a procedure to govern the methods by which the network operation center of Customer (or its permitted designee) shall instruct SES-LA's network
operation center as to changes in its payload configurations, including transmission parameters.***  


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


12







 

        5.C(5)    In the event that EchoStar 77 receives conflicting directions from Customer or a Customer Affiliate as to
payload-related matters, EchoStar 77 shall follow Customer's directions. *** 


 
 

  ARTICLE 6. INDEMNIFICATION    
    


6.A.    By Customer.


        6.A(1)    General.    Upon notice by EchoStar 77 and/or
SES-LA to Customer, Customer shall have the obligation to indemnify, defend and hold harmless, or at its option to settle, and Customer agrees, at its own expense, to defend or at its
option to settle, (a) any third-party claim (including those of Customer's Designees) (including, to the extent permitted by law, any fines and penalties), suit, or proceeding brought against
EchoStar 77, SES-LA and/or any of their Affiliates arising out of, resulting from or in connection with any failure to provide Service or any use of Service provided hereunder *** The
defense provided by Customer shall be conducted by principal counsel which is *** Customer agrees to pay any final judgment or settlement entered against EchoStar 77 and/or SES-LA on such
issue in any such suit or proceeding defended by Customer. EchoStar 77 and/or SES-LA shall notify Customer promptly in writing of any such claim, suit or proceeding, and EchoStar 77 shall
give to Customer (and shall cause SES-LA to give to Customer), at Customer's expense, proper and full information, of which it is aware, and reasonable assistance to settle and/or to
defend any such claim, suit, or proceeding. Notwithstanding the foregoing, this indemnity shall not apply to the extent that the loss is based on third-party claims (including those of Customer's
Designees) that arise from *** Customer shall not be liable for any cost or expense incurred by EchoStar 77 or SES-LA in connection with a claim within the scope of this
Subsection 6.A(1) without Customer's authorization. 


        6.A(2)    ITAR and EAR-Related.    With respect to any
access, documents or other information that is provided to Customer under this Agreement *** 


6.B.    By EchoStar 77.



        6.B(1)    Patent Infringement.



        6.B(1)(a)    Upon notice by Customer to EchoStar 77, EchoStar 77 shall cause SES-LA to indemnify, defend and hold
harmless, or at its option to settle, any claim (including, to the extent permitted by law, any fines and penalties), suit, or proceeding brought against Customer and/or any of its Affiliates by a
third party *** Customer shall notify SES-LA promptly in writing of any such claim, suit or proceeding, and at SES-LA's expense, give SES-LA proper and full
information, of which it is aware, and reasonable assistance to settle and/or to defend any such claim, suit, or proceeding. Customer confirms its understanding that an indemnification and defense
provided by SES-LA may be provided in coordination
with similar defenses and indemnifications provided by SES-LA for the benefit of EchoStar 77 and/or EchoStar Corporation. *** Neither SES-LA nor EchoStar 77 shall be liable for
any cost or expense incurred by Customer in connection with a claim within the scope of this clause (a) of Subsection 6.B(1) without SES-LA's authorization ***
Subsection 6.B(1) of this Agreement and Subsection 6.B(1) of the SES-LA Agreement states the entire obligation of EchoStar 77 and SES-LA, respectively, and the
exclusive remedy of Customer, with respect to *** 




        6.B(2)    ITAR and EAR-Related.    With respect to any
access, documents or other information that is provided to EchoStar 77 under this Agreement ***  


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


13







 

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


 
 

  ARTICLE 7. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY    
    


7.A.    Warranty Disclaimer.    No warranties, express,
implied, or statutory, including any warranty of merchantability or fitness for a particular purpose, apply to Service provided hereunder or the equipment and facilities used to provide Service. The
conveying by EchoStar 77 of proprietary information or other information to Customer shall in no way alter this disclaimer.


7.B.    Limitation of Liability.


        7.B(1)    As a material condition of entering into this Agreement at the price specified herein, and in regard to any and all
causes arising out of or relating to this Agreement, including but not limited to claims of negligence, breach of contract or warranty, failure of a remedy to accomplish its essential purpose or
otherwise, Customer agrees that EchoStar 77's and its Affiliates' entire liability shall not exceed, in the aggregate, *** 



        7.B(2)    As a material condition of entering into this Agreement at the price specified herein, and in regard to any and all
causes arising out of or relating to this Agreement, including but not limited to claims of negligence, breach of contract or warranty, failure of a remedy to accomplish its essential purpose or
otherwise, EchoStar 77 agrees that Customer's and its Affiliates' entire liability shall not exceed, in the aggregate *** 


        7.B(3)    Each party agrees that in no event shall the other party, Affiliates of such other party, Vendor, or LSA Vendor be
liable to the first party for any indirect, incidental, consequential, punitive, special or other similar damages (whether in contract, tort (including without limitation negligence), strict liability
or under any other theory of liability), including but not limited to loss of actual or anticipated revenues or profits, loss of business, customers or good will. (For clarification purposes, the
foregoing sentence does not apply to the obligations in Sections 6.A or 6.B as to claims by third parties.) 


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


 
 

  ARTICLE 8. CONFIDENTIALITY AND NONDISCLOSURE    
    


8.A.    Certain Information Regarding Service.    Except for disclosures to
SES-LA or EchoStar Corporation or required by a court or governmental agency or to assignees permitted under Section 10.I, each party hereby agrees not to disclose to third parties
(without the prior written consent of the other party) the material terms and conditions of this Agreement, the SES-LA Agreement or the EchoStar Corporation SSA (including but not limited
to the prices, payment terms, schedules, protection arrangements, and restoration provisions thereof), and all information provided to Customer and EchoStar 77 related to the design and performance
characteristics of the Satellite, and any subsystems or components thereof, including the Transponders. ***  


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


14







 

8.B.    Proprietary Information.


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


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



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


        8.B(4)    Customer and EchoStar 77 agree to negotiate in good faith, and EchoStar 77 shall cause SES-LA and EchoStar
Corporation to negotiate in good faith, a five-party non-disclosure agreement with Vendor for information to be
disclosed related to this Agreement and that certain Satellite Service Agreement for QuetzSat-1 between EchoStar 77 and EchoStar Corporation dated 24 November 2008 (the "EchoStar
Corporation SSA"). 


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


15







 
 
 

  ARTICLE 9. TERMINATION    
    



        9.A.    Termination for Default.    In addition to any rights of
termination provided in other Articles of this Agreement, either party may terminate this Agreement (a "Termination for Default") by giving the other party written notice thereof in the event:
(1) the other party materially breaches this Agreement (except for a breach of Article 8) and fails to cure such breach within *** days after receipt of written notice thereof (except
that, if the breaching party fails to pay amounts due hereunder, such cure period shall be reduced to *** days *** and, in lieu of termination, EchoStar 77 may, in its sole and absolute discretion
(for any reason or no reason), suspend the provision to Customer of the Service, with no liability to Customer); or (2) the other party becomes insolvent or the subject of insolvency
proceedings, including without limitation if the other party is judicially declared insolvent or bankrupt, or if any assignment is made of the other party's property for the benefit of its creditors,
or if a receiver, conservator, trustee in bankruptcy or other similar officer is appointed by a court of competent jurisdiction to take charge of all or any substantial part of the other party's
property, or if a petition is filed by or against the other party under any provision of the Ley de Concursos Mercantiles (Mexico) or the Bankruptcy
Code (U.S.) now or hereafter enacted, and such proceeding is not dismissed within *** days after filing, or if a petition is filed by the other party under any provision of the  Ley de Concursos Mercantiles (Mexico) or the Bankruptcy Code (U.S.) now or hereinafter enacted. Notwithstanding anything to the contrary contained in
this Agreement, Customer acknowledges and agrees that this Agreement shall automatically be terminated upon the expiration or earlier termination of the SES-LA Agreement, provided that
EchoStar 77 shall not exercise any right of termination that EchoStar 77 may have under the SES-LA Agreement without the prior written consent of Customer, which consent may be withheld in
Customer's sole and absolute discretion (for any reason or no reason). 


9.B.    Termination for Convenience.


        9.B(1)    This Agreement may be terminated by Customer, at any time, by written notice to EchoStar 77 (a "9.B(1) Termination"),
provided that any such termination shall be effective on the date upon which EchoStar 77's termination of the SES-LA Agreement becomes effective (the "9.B(1) Effective Date"). *** 


9.C.    Termination for Delay or Force Majeure.


        9.C(1)    EchoStar 77 shall keep Customer reasonably informed of Vendor's adherence to the schedule set forth in the
Construction Contract. Subject to the terms in this Subsection 9.C(1) set forth below, Customer shall have the right to terminate ("Termination for Delay") this Agreement if *** 



9.D.    Refunds.    In the event of the expiration of this Agreement pursuant to
Subsection 9.F(1), or in the event of termination by Customer or wrongful termination by EchoStar 77 pursuant to this Agreement, EchoStar 77 shall refund any portion *** By way of
clarification, this Section 9.D shall not limit Customer's rights under this Agreement, at law, in equity or otherwise, in the event of Termination for Default or otherwise by Customer. 


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


16







 

9.E.    Termination Liability.    In the event of a Termination for Default by
EchoStar 77, EchoStar 77 shall be entitled to retain *** 


9.F.    Expiration of Agreement/ Survival.


        9.F(1)    This Agreement shall expire on the later of (a) the date that is *** days after the end of the Service Term (or
*** days after the date of a Satellite Failure occurring prior to the In-Service Date) for any Satellite (including any Replacement Satellite or Successor
Satellite), if by such date Customer has not exercised its option to require EchoStar 77 to construct, launch and provide the Service to Customer on a Replacement Satellite or a Successor Satellite,
or (b) the end of the period during which an Interim Satellite is located at the Orbital Location in accordance with the terms of Subsection 2.H(5). 


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


 
 

  ARTICLE 10. GENERAL PROVISIONS    
    


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


10.B.    No Implied License.    Except to the extent that the Satellite and
associated equipment are used for the Intended Purpose (or as otherwise set forth to the contrary in this Agreement), the provision of services or the conveying of any information under this Agreement
shall not convey any license by implication, estoppel or otherwise, under any patents or other intellectual property rights of Customer or EchoStar 77, and their Affiliates, contractors and vendors. 


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


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


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


17







 

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


10.F.    Governing Law and Exclusive Jurisdiction.



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


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


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


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


18







 

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



*** 


10.H.    Headings; Severability; Customer Purchase Orders.    All titles and
headings in this Agreement are for reference purposes only; they shall not affect the meaning or construction of the terms of this Agreement. If any part or parts of this Agreement are held to be
invalid, the remaining parts of the Agreement shall continue to be valid and enforceable. Customer agrees that any purchase order or other similar document that Customer may issue in connection with
this Agreement shall be for Customer's internal purposes only and, therefore, even if acknowledged by EchoStar 77, shall not in any way add to, subtract from, or in any way modify the terms and
conditions of this Agreement. 


10.I.    Assignment and Other Third Party Use.


        10.I(1)    Customer shall have the right to assign or transfer its rights or obligations in whole or in part under this
Agreement, provided that Customer shall obtain EchoStar 77's prior written consent *** 


        10.I(2)    EchoStar 77 shall, without Customer's prior consent, have the right to assign or transfer its rights or obligations
in whole or in part under this Agreement to any Affiliate or third party, provided that *** 



        10.I(3)    The provisions hereof shall be binding on and inure to the benefit of the parties, their successors and permitted
assigns. The provisions hereof shall not apply to transactions with subscribers or other end users in their capacity as such. 


10.J.    Inter-Party Waiver.    Customer, on behalf of itself and its officers,
employees, Affiliates, agents, insurers, owners and customers, agrees to accept the inter-party waiver and related indemnity provisions required by the applicable Launch Service Agreement for a
launch, modified so as to apply to Customer and LSA Vendor. EchoStar 77 likewise, on behalf of itself and its officers, employees, Affiliates, agents, insurers, owners and customers, agrees to accept
the inter-party waiver and related indemnity provisions required by the applicable Launch Service Agreement for a launch, modified so as to apply to EchoStar 77 and LSA Vendor. In no event shall such
inter-party waiver and related indemnity provisions have any effect on the rights, obligations and liabilities of and between Customer and EchoStar 77 under this Agreement.  


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


19







 

10.K.    Publicity.    Neither party shall in any way or in any form publicize or
advertise in any manner this Agreement or the Services to be provided pursuant to this Agreement without the express written approval (which shall not be unreasonably withheld, conditioned or delayed)
of the other party and SES-LA, obtained in advance, for each item of advertising or publicity. The foregoing prohibition shall include but not be limited to news releases, letters,
correspondence, literature, promotional materials or displays of any nature or form (for clarification purposes, the foregoing shall not apply to the marketing of the Service by Customer to
prospective third-party customers). Each request for approval hereunder shall be submitted in writing to the representative designated in writing; and approval, in each instance, shall be effective
only if in writing and signed by said representative. Nothing herein shall prevent either party from providing SCT, COFETEL, the FCC, or any other Governmental Entity, information concerning this
Agreement as required by law or in response to a request for information by such Governmental Entity, provided that the party providing such information shall have given the other party and
SES-LA notice, to the extent reasonably practicable, prior to such disclosure. Notwithstanding the foregoing, either party may refer
to the fact that EchoStar 77 is providing the Service to Customer without the other party's prior approval so long as such statements are limited to a statement of such fact and are not an endorsement
(positive or negative) of any product or service. 


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


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


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


10.O.    [Reserved]


10.P.    Entire Agreement.    This Agreement contains the entire and exclusive
understanding of the parties with respect to the subject matters hereof and, except (1) as expressly set forth to the contrary in Section 8.C, and (2) for the SES-LA
Agreement; and (3) *** supersedes all prior negotiations and agreements between the parties with respect thereto. To the extent that any Attachment may be inconsistent with the text of the
Agreement, the text of the Agreement shall control. 


10.Q.    *** 


10.R.    Board Approval.    This Agreement is subject to approval by the Boards of
Directors, member(s) or manager(s), as applicable, of EchoStar 77, *** and Customer, and the approval of the Boards of Directors, member(s) or manager(s), as applicable, for the relevant parties to
the other agreements (e.g., the Security-Related Agreements) to be executed and delivered concurrent with the execution and delivery of this Agreement. 


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


20








 








































 
 

  ARTICLE 11. DEFINITIONS    
    


        As used in this Agreement: 

 






 



			
	A.	 	"9.B(1) Effective Date" shall have the meaning specified in Subsection 9.B(1).
	
B.	
 	
"9.B(1) Termination" shall have the meaning specified in Subsection 9.B(1).
	
C.	
 	
"9.B(2) Termination" shall have the meaning specified in Subsection 9.B(2).
	
D.	
 	
"77° W.L. Agreement" means the Agreement Regarding 77° W.L. BSS Frequencies among SES-LA (formerly known as SES GLOBAL Latin America, S.A.), *** DISH Network L.L.C. (formerly known as EchoStar Satellite
L.L.C.), *** dated 17 November 2004. (The rights and obligations of DISH Network L.L.C. were assigned to EchoStar Corporation in connection with the recent spin-off of certain businesses and assets of DISH Network Corporation and its
Affiliates.)
	
E.	
 	
"77° W.L. Frequencies" means the thirty-two (32) Ku-Band BSS frequencies at the Orbital Location assigned to the Republic of Mexico by the ITU Region 2 Plan for BSS.
	
F.	
 	
"77° W.L. License" shall have the meaning specified in Subsection 2.G(1).
	
G.	
 	
***
	
J.	
 	
"Affiliate" means, with respect to a party, any person or entity (1) more than fifty percent (50%) of the capital securities of which on an as-converted basis are owned by, or (2) directly or indirectly
controlling, controlled by, or under common control with, such party at the time when the determination of affiliation is being made. For purposes of this definition, the term "control" (including the correlative meanings of the terms "controlled by"
and "under common control with"), as used with respect to a person or entity, shall mean the possession, directly or indirectly, of the power to (a) direct or cause the direction of management policies of such person or entity, whether through
the ownership of voting securities or by contract or otherwise, or (b) select a majority of the Board of Directors of such person or entity.
	
K.	
 	
"Agreement" shall have the meaning specified in Section 1.A.
	
L.	
 	
"Alternate Capacity" shall have the meaning specified in Subsection 2.G(8).
	
M.	
 	
"Alternate Orbital Location" shall have the meaning specified in Subsection 2.G(10).
	
N.	
 	
"Amendment #1 to the 77° W.L. Agreement" means Amendment #1 to Agreement Regarding 77° W.L. BSS Frequencies effective as of 24 November 2008 between EchoStar, Customer, *** SES-LA ***
	
O.	
 	
"Authorization" means any authorization, order, permit, approval, forbearance decision, grant, license, consent, right, franchise, privilege or certificate of any Governmental Entity of competent jurisdiction, whether
or not having the force of law.
	
P.	
 	
***
	
Q.	
 	
"BSS" means the Broadcasting-Satellite Service, as defined by the Radio Regulations of the ITU.




 

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


21







 
 






 



			
	R.	 	"Business Day" means Monday through Friday, 8:30 a.m. to 5:00 p.m. (local time in New York, New York USA) exclusive of banking holidays observed in New York, New York USA. S. "Capacity Obligation" shall have the
meaning specified in Subsection 2.G(8).
	
T.	
 	
"COFECO" means Mexico's Comisión Federal de Competencia and any successor agency thereto.
	
U.	
 	
"COFETEL" means Mexico's Comisión Federal de Telecomunicaciones and any successor agency thereto.
	
V.	
 	
"Communications Act" means the Communications Act of 1934 (United States), as amended.
	
W.	
 	
"Concession" shall have the meaning specified in Subsection 2.G(3).
	
X.	
 	
"Construction Contract" shall have the meaning specified in Subsection 1.B(2).
	
Y.	
 	
"Continuation Payments" shall have the meaning specified in Section 9.G.
	
Z.	
 	
***
	
AA.	
 	
"Customer" shall have the meaning specified in the preamble paragraph.
	
BB.	
 	
"Customer Material Adverse Effect" means:
	

 	
 	
(1)    a material adverse effect on (a) Customer's ability to realize the benefits anticipated under this Agreement and/or the SES-LA Agreement, (b) the business, assets, operations,
prospects or condition (financial or otherwise) of Customer and its Affiliates, taken as a whole, or (c) the use by or benefit to Customer of the 77° W.L. Frequencies, excluding (for each of clauses (a), (b) and (c)) any change or
development resulting from (i) events adversely affecting any of the principal markets served by the businesses of Customer or any of its Affiliates, or (ii) general economic conditions, including changes in the economies of any of the
jurisdictions in which Customer or any of its Affiliates conduct business; and/or
	

 	
 	
(2)    with respect to any Authorization or other consent, that such Authorization or other consent contains a condition that would (a) have a material adverse effect (i) on Customer's
ability to consummate the transactions contemplated by this Agreement and/or the SES-LA Agreement, or (ii) on Customer's ability to use the DISH Payload consistent with the Technical Performance Specifications and for the Intended Purpose, or
(b) create any obligation on the part of Customer or any of its Affiliates to accept (as a condition to receipt of such Authorization or otherwise):
	

 	
 	
    (i)    any restriction on the right of Customer or any of its Affiliates to operate pursuant to *** other than (1) any restrictions generally imposed on operators of
high-powered BSS services, by applicable Regulatory Provisions and restrictions of the types generally and customarily imposed by the FCC on operators of high-powered BSS services, and (2) the Concession; or




 

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


22







 
 






 



			
	 	 	    (ii)    a requirement that Customer or any of its Affiliates dispose of all or any part of the *** other than any restrictions generally imposed on operators of high-powered BSS
services, by applicable Regulatory Provisions and restrictions of the types generally and customarily imposed by the FCC on operators of high-powered BSS services. ***
	
CC.	
 	
"Customer's Designees" shall have the meaning specified in Subsection 4.B(2).
	
DD.	
 	
"DISH Network L.L.C." means DISH Network L.L.C., formerly known as EchoStar Satellite L.L.C., a limited liability company formed under the laws of Colorado.
	
EE.	
 	
"DISH Payload" means (1) for purposes of the QuetzSat-1 Satellite, twenty-four (24) 300-watt Transponders in dual-combined mode ***
	
FF.	
 	
"DISH Transponder" means a Transponder on the DISH Payload.
	
GG.	
 	
"EAR" means the United States Export Administration Act and Export Administration Regulations, as amended.
	
HH.	
 	
***
	
II.	
 	
"EchoStar 77" shall have the meaning specified in the preamble paragraph.
	
JJ.	
 	
***
	
KK.	
 	
***
	
LL.	
 	
"EchoStar Corporation" means EchoStar Corporation, a corporation formed under the laws of Nevada
	
MM.	
 	
"EchoStar Corporation SSA" shall have the meaning specified in Subsection 8.B(4).
	
NN.	
 	
"EchoStar Payload" means (1) for purposes of the QuetzSat-1 Satellite, eight (8) 300-watt Transponders in dual-combined mode ***
	
OO.	
 	
"EchoStar Transponder" means a Transponder ***
	
PP.	
 	
"Effective Date" shall have the meaning specified in the preamble paragraph.
	
QQ.	
 	
"End-of-Life" means the date on which, in SES-LA's reasonable judgment, the Satellite should be taken out of service because of insufficient fuel, which for clarification purposes shall include an allowance for
sufficient fuel to de-orbit the Satellite.
	
RR.	
 	
***
	
SS.	
 	
"Failed Satellite" or "Satellite Failure" ***
	
TT.	
 	
"Failed Transponder" ***
	
UU.	
 	
"FCC" means the United States Federal Communications Commission and any successor agency thereto.
	
VV.	
 	
"FCC Approvals" shall have the meaning specified in Subsection 2.G(2).
	
WW.	
 	
***




 

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


23







 
 






 



			
	XX.	 	"Force Majeure Event" means acts of God, acts of the other party, acts of government authority, strikes or other labor disturbances, or any other cause beyond the reasonable control of that party, that (1) as to
EchoStar 77, relates to or affects its ability to provide the Service, (2) as to either party, relates to or affects that party's ability to make a payment, or (3) as to either party, relates to or affects its ability to fulfill its
material obligations under this Agreement.
	
YY.	
 	
"Governmental Entity" means any (1) multinational, federal, provincial, state, municipal, local or other government, governmental or public department, central bank, court, commission, board, bureau, agency or
instrumentality, domestic or foreign, (2) subdivision, agent, commission, board, or authority of any of the foregoing, or (3) quasi-governmental or private body validly exercising any regulatory, expropriation or taxing authority under or
for the account of any of the foregoing, in each case in the proper exercise of its governmental authority.
	
ZZ.	
 	
***
	
AAA.	
 	
"In-Service" means that the Satellite (or a Replacement Satellite or a Successor Satellite, as applicable) is deployed at the Orbital Location, and, following SES-LA testing and verification of the entire Satellite
***
	
BBB.	
 	
"In-Service Date" means the date on which the Satellite (or a Replacement Satellite or Successor Satellite, as applicable) is In-Service.
	
CCC.	
 	
"Initial Term" shall have the meaning specified in Section 1.C.
	
DDD.	
 	
***
	
EEE.	
 	
"Intended Purpose" means the use of the 77° W.L. Frequencies utilized by the DISH Payload, subject to Subsection 2.G(8), ***
	
FFF.	
 	
"Interim Agreement" means the Satellite Relocation and Use Agreement for the 77° W.L. Orbital Location among SES-LA (formerly known as SES GLOBAL Latin America, S.A.), *** DISH Network L.L.C. (formerly known
as EchoStar Satellite L.L.C.) and *** dated 13 May 2005. (The rights and obligations of DISH Network L.L.C. under such agreement were assigned to EchoStar Corporation in connection with the recent spin-off of certain businesses and assets of
DISH Network Corporation and its Affiliates.)
	
GGG.	
 	
"Interim Satellite" shall have the meaning specified in Subsection 2.H(5).
	
HHH.	
 	
"Invoice Date" shall have the meaning specified in Subsection 2.G(11).
	
III.	
 	
***
	
LLL.	
 	
"ITAR" means the United States Arms Export Control Act and International Traffic in Arms Regulations, as amended.
	
MMM.	
 	
"ITU" means the International Telecommunication Union.
	
NNN.	
 	
"ITU Region 2 Plan for BSS" means the ITU Region 2 Plan for BSS and Feeder Link Assignments, as contained in Appendices 30/30A of the Radio Regulations.
	
OOO.	
 	
"Launch Service Agreement" means the agreement executed between SES-LA and LSA Vendor for the launch of the Satellite.




 

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


24







 
 






 



			
	PPP.	 	***
	
SSS.	
 	
"LSA Vendor" means the launch service provider selected by SES-LA in accordance with and subject to the terms and conditions of the SES-LA Agreement.
	
TTT.	
 	
***
	
UUU.	
 	
"MRC" shall have the meaning specified in Subsection 2.B(1).
	
VVV.	
 	
***
	
WWW.	
 	
"Non-US Interim Satellite License" shall have the meaning specified in clause (a) of Subsection 2.H(5).
	
XXX.	
 	
"Operational Arrangement" shall have the meaning specified in clause (a) of Subsection 2.G(4).
	
YYY.	
 	
"Option Payment" shall have the meaning specified in Subsection 2.A(1) of the SES-LA Agreement.
	
ZZZ.	
 	
"Orbital Location" shall have the meaning specified in Section 1.A.
	
AAAA.	
 	
"Partial Loss" means any failure of a Transponder to operate in accordance with the Technical Performance Specifications that does not result in a Satellite Failure.
	
BBBB.	
 	
***
	
CCCC.	
 	
"Pre-Launch Expected Life" means the length of time from the expected In-Service Date to the predicted End-of-Life of the QuetzSat-1 Satellite, as determined immediately prior to launch using ***
	
DDDD.	
 	
"Prime Rate" means the "prime rate" of interest as shown in the Money and Investing Section of the Wall Street Journal as of the applicable date.
	
EEEE.	
 	
***
	
IIII.	
 	
"QuetzSat" means QuetzSat, S. de R.L. de C.V.
	
JJJJ.	
 	
"QuetzSat-1 Satellite" shall have the meaning specified in Section 1.A.
	
KKKK.	
 	
"Regulatory Provisions" means all applicable requirements of the Communications Act and the published policies, rules, decisions, and regulations of the FCC, in each case as amended from time to time.
	
LLLL.	
 	
"Replacement Satellite" ***
	
MMMM.	
 	
"RFP" means a request for proposal.
	
NNNN.	
 	
"Satellite" means the QuetzSat-1 Satellite, ***
	
OOOO.	
 	
"Satellite Investment" shall have the meaning specified in Section 11.UUUU of the SES-LA Agreement.
	
PPPP.	
 	
"SCT" means Mexico's Secretaría de Comunicaciones y Transportes and any successor agency thereto.
	
QQQQ.	
 	
[Reserved].




 

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


25







 
 






 



			
	RRRR.	 	[Reserved].
	
SSSS.	
 	
"Service" means the use of the DISH Payload for the Intended Purpose, subject to the terms and conditions of Subsection 2.G(8) regarding the Capacity Obligation.
	
TTTT.	
 	
"Service Term" shall have the meaning specified in Section 1.C.
	
UUUU.	
 	
"SES-LA" means SES Latin America S.A.
	
VVVV.	
 	
***
	
WWWW.	
 	
"SES-LA Agreement" means the Satellite Service Agreement for QuetzSat-1 between SES-LA ***, and EchoStar 77 on the other hand, dated 24 November 2008.
	
XXXX.	
 	
***
	
YYYY.	
 	
"Successor Satellite" shall have the meaning specified in Subsection 2.I(1).
	
ZZZZ.	
 	
"Taxes" means taxes (including duties, fees or charges in the nature of taxes) levied by Governmental Entities ***
	
AAAAA.	
 	
"Technical Performance Specifications" means the technical performance criteria for the Service on the QuetzSat-1 Satellite.
	
BBBBB.	
 	
"Technical Representative" means SES Engineering (US), Inc.
	
CCCCC.	
 	
***
	
DDDDD.	
 	
"Termination for Default" shall have the meaning specified in Section 9.A.
	
EEEEE.	
 	
"Termination for Delay" shall have the meaning specified in Subsection 9.C(1).
	
FFFFF.	
 	
"Termination Value" shall have the meanings specified in Section 9.E.
	
GGGGG.	
 	
"Transponder" means a discrete communication path by which a signal is transmitted using the Satellite.
	
HHHHH.	
 	
"TT&C" means telemetry, tracking and control.
	
IIIII.	
 	
"TT&C Costs" shall have the meaning specified in Subsection 2.B(5).
	
JJJJJ.	
 	
"TWTA" means a traveling wave tube amplifier.
	
KKKKK.	
 	
"Unanimous Instructions" means instruction(s) set forth in a written agreement between all persons or entities receiving (or with written agreements to receive) service from EchoStar 77 comprising the entirety of the
DISH Payload and the *** (excluding the capacity being used, if any, to satisfy the Capacity Obligation).




 

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


26







 
 






 



			
	LLLLL.	 	"User's Guide" shall have the meaning specified in Subsection 4.B(1).
	
MMMMM.	
 	
"US Interim Satellite License" shall have the meaning specified in clause (b) of Subsection 2.H(5).
	
NNNNN.	
 	
***
	
OOOOO.	
 	
"Vendor" means the satellite manufacturer selected by SES-LA in accordance with and subject to the terms and conditions of the SES-LA Agreement.




 

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


27







 

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

 






 



							
	 ECHOSTAR 77 CORPORATION	 	 DISH NETWORK L.L.C.
	
 By:	
 	
 







 	
 	
By:	
 	
    






 
	 (Signature)	 	 (Signature)
	
 Name:	
 	
  







 	
 	
Name:	
 	
    







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







 	
 	
Title:	
 	
    






 
	

 	
 	
 	
 	
 DISH NETWORK CORPORATION, solely as to the obligation set forth in Section 3.C of this Agreement
	

 	
 	
 	
 	
By:	
 	
  







 
	 	 	 	 	 (Signature)
	

 	
 	
 	
 	
Name:	
 	
 







 
	 	 	 	 	 (Typed or Printed Name)
	

 	
 	
 	
 	
Title:	
 	
 







 




 

 28








 








































 
 

  ATTACHMENT A—Technical Performance Specifications
  
    ***    
    


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


29







 
 
 

  ATTACHMENT B—***
  
    ***    
    


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


30







 
 
 

  ATTACHMENT C—Model for QuetzSat-1 MRC Calculation
  
    ***    
    


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


31







 
 
 

  ATTACHMENT D—***
  
    ***    
    


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


32







 
 
 

  ATTACHMENT E—QuetzSat-1 Spacecraft Requirements dated 24 November 2008
  
    ***    
    


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


33







 
 
 

  ATTACHMENT F—Concession
  
    ***    
    


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


34







 
 
 

  ATTACHMENT G—***
  
    ***    
    


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


35











QuickLinks



Exhibit 10.25


EXPLANATORY NOTE

SATELLITE SERVICE AGREEMENT FOR QUETZSAT-1

ARTICLE 1. SERVICE PROVIDED

CONFIDENTIAL AND PROPRIETARY

ARTICLE 2. PAYMENTS AND OTHER CONSIDERATIONS/ FUTURE SATELLITES



ARTICLE 3. REPRESENTATIONS, WARRANTIES AND COVENANTS



ARTICLE 4. SERVICE RESPONSIBILITIES

ARTICLE 5. OPERATIONAL MATTERS

ARTICLE 6. INDEMNIFICATION

ARTICLE 7. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY

ARTICLE 8. CONFIDENTIALITY AND NONDISCLOSURE

ARTICLE 9. TERMINATION

ARTICLE 10. GENERAL PROVISIONS


ARTICLE 11. DEFINITIONS


ATTACHMENT A—Technical Performance Specifications

ATTACHMENT B—

ATTACHMENT C—Model for QuetzSat-1 MRC Calculation

ATTACHMENT D—

ATTACHMENT E—QuetzSat-1 Spacecraft Requirements dated 24 November 2008

ATTACHMENT F—Concession

ATTACHMENT G—