Exhibit
10.9


 


Execution Copy


 


LAND EARTH STATION
SERVICES AGREEMENT


 


This LAND EARTH STATION SERVICES AGREEMENT (the “Agreement”) is effective as of November
 29, 2000 (the “Effective Date”),
between Motient Services Inc., a Delaware corporation (“Motient”), and Aether Systems, Inc., a
Delaware corporation (“Aether”).


 


RECITALS


 


A.            Aether wishes to house
certain land earth stations owned by Aether at Motient’s premises, and to
obtain certain services related to the housing of such land earth stations by
Motient, and Motient wishes to provide such space to house the land earth
stations and to provide such services to Aether, on the terms and conditions
stated herein.


 


B.            Together with this
Agreement, the parties are entering into an Asset Sale Agreement of even date
herewith (the “Sale Agreement”),
providing for the sale by Motient to Aether of certain assets (including the
land earth stations) and the assumption of certain liabilities by Aether, all
in accordance with and subject to the terms and conditions set forth in the
Sale Agreement.


 


NOW, THEREFORE, in consideration of the premises, and
the mutual covenants contained herein and of other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:


 


1.             Contract Documents
and Definitions


 


1.1           This
Agreement shall consist of this Land Earth Station Services Agreement by and
between Motient and Aether, including all addenda to this Agreement entered
into in the manner set forth herein (each an “Addendum”
and collectively the “Addenda”).
This Agreement shall be interpreted wherever possible to avoid conflicts
between the Sections hereof and the Addenda, provided that if such a conflict
shall arise, the Addenda shall control.


 


1.2           Whenever
it is provided in this Agreement for a matter to be mutually agreed upon by the
parties and set forth in an Addendum to this Agreement, either party may
initiate the process of determining such matter by submitting a proposed
outline or contents of such Addendum to the other party.  Each party shall appoint a primary contact
and a secondary contact for the completion of such Addendum, who shall be the
contact points for every issue concerning such Addendum and who shall be informed
of the progress of the project.  The names
of the contacts will be exchanged in writing by the parties.  Using the contacts, the parties shall work
together in good faith with such diligence as shall be commercially reasonable
under the circumstances to complete such Addendum.  Upon the completion of such Addendum, it shall be set forth in a
written document and executed by the parties and shall become a part of this
Agreement and shall be deemed to be incorporated herein by reference.


 

















 


1.3           Whenever
used in this Agreement, the words and phrases listed below shall have the
meanings given below, and all defined terms shall include the plural as well as
the singular.  Unless otherwise stated,
the words “herein,” “hereunder” and other similar words refer to this Agreement
as a whole and not to a particular Section or other subdivision.  The words “included” and “including” shall
not be construed as terms of limitation.


 


“Affiliate”
of a party means the party, any entity that is directly or indirectly
controlling, controlled by or under common control with the party, and the
directors, officers, employees and agents of all of them, when acting in their
corporate capacity.


 


“Confidential
Information” means all information concerning the business of
Motient, Aether or any third party doing business with either of them that may
be obtained from any source (i) by Motient by virtue of its performance under
this Agreement or (ii) by Aether by virtue of its use of the Services (as
defined below).  Such information shall
also include the terms of this Agreement (and negotiations and proposals from
one party to the other related directly thereto), network designs and design
recommendations, tools and programs, pricing, methods, processes, financial
data, software, research, development, strategic plans or related
information.  All such information
disclosed prior to the execution of this Agreement shall also be considered
Confidential Information for purposes of this Agreement.  Confidential Information shall not include
information that:


 


(a)           is already rightfully
known to the receiving party at the time it is obtained by such party, free
from any obligation to keep such information confidential;


 


(b)           is or becomes publicly
known through no wrongful act of the receiving party; or


 


(c)           is rightfully received
by the receiving party from a third party without restriction and without
breach of this Agreement.


 


“Effective Date”
means the date set forth in the Preamble of this Agreement.


 


“Land Earth Station”
means each of the following Standard C “store and forward” data switches
serving as a gateway between the terrestrial packet data network owned by
Motient Communications Company and the satellite network owned by Motient: [*]
land earth stations, as well as the Application Test (AT) system used in
conjunction with such land earth stations, and, in each case, including all
accessory cabling and equipment used in conjunction with such land earth
stations and the AT system, and all software included within such land earth
stations (“Software”).


 


“Services”
means the services provided by Motient to Aether hereunder.


 












* Confidential information. Information has been redacted.


 

















 


2.             Floor Space and
Services


 


2.1           Motient
agrees to provide Aether with approximately [*] at Motient’s premises located
at 10802 Parkridge Boulevard, Reston, Virginia (the “Reston Premises”), which
shall be reasonably necessary to accommodate the Land Earth Stations, as well
as to accommodate all employees of Aether who are located at the Reston
Premises and whose job function involves the operation, control, maintenance,
monitoring or other day-to-day interface with the Land Earth Stations. The fees
and charges for providing the foregoing space shall be included within the
overall fees and charges for the services to be provided hereunder, as set
forth in the Addendum attached hereto. 
In addition, the provision of such floor space and office space shall be
subject to the additional terms and conditions set forth in the Addendum
attached hereto.



If requested by Aether, Motient shall consider in good faith the feasibility of
providing additional floor and office space to Aether to accommodate any
additional land earth stations or related equipment, or employees, that Aether
may wish to house at the Reston Premises in the future, which shall be on terms
and conditions to be mutually agreed by the parties.



Motient also agrees to provide Aether with the services listed in the Addendum
attached hereto, which shall be referred to in this Agreement collectively as
the “Services” and individually as a “Service.”


 


2.2           A
detailed description of any additional Services to be provided by Motient to
Aether shall be set forth in an Addendum to be mutually agreed upon by the
parties.  Any changes to the Services
shall be mutually agreed upon by the parties and shall be set forth in an
Addendum to this Agreement in the manner set forth herein.


 


3.             Rates and Charges


 


For the term of this Agreement, Motient shall charge
Aether the rates and charges for the Services set forth in the Addendum to this
Agreement.


 


4.             Invoices


 


4.1           The
amounts due to Motient from Aether for the Services shall be paid monthly in
advance on the first day of each month. 
Fees for Services will be determined in accordance with an Addendum
hereto.


 


4.2           Aether
shall pay any sales, use, federal excise, utility, gross receipts, state and
local surcharges, and similar taxes, charges or levies lawfully levied by a
duly constituted taxing authority against or upon the Services.


 












* Confidential information. Information has been
redacted. 


 

















 


5.             Term and Extensions


 


5.1           The
initial term of this Agreement shall be thirty (30) days, commencing on the
Effective Date, and shall continue in full force and effect unless terminated
in accord with the provisions hereof.


 


5.2           The
term of this Agreement shall automatically extend for consecutive thirty (30)
day periods unless either party gives the other party advance written notice of
such party’s intent not to extend not less than thirty (30) days, provided,
in the event of a termination pursuant to this Section, Aether shall remove the
Land Earth Stations, at its sole cost, within thirty (30) days of the
termination of this Agreement.


 


6.             Termination by Aether


 


6.1           Aether
shall have the right to terminate this Agreement, with no liability to Motient
other than for charges (less any applicable credits) for Services provided
prior to such termination, if:


 


(a)           Aether provides ten
(10) days written notice of its intent to terminate in the event that Motient
has failed to perform or comply with or has violated any material
representation, warranty, term, condition or obligation of Motient under this
Agreement, and Motient has failed to cure such failure or violation within
twenty (20) days after receiving notice thereof from Aether; or


 


(b)           Motient becomes the subject
of a voluntary or involuntary bankruptcy, insolvency, reorganization or
liquidation proceeding, makes an assignment for the benefit of creditors, or
admits in writing its inability to pay debts when due.


 


6.2           In
the event of Aether’s termination pursuant to this Section 6, Aether shall
remove the Land Earth Stations, at its sole cost, within thirty (30) days of
the termination of this Agreement.


 


7.             Termination by
Motient


 


7.1           Motient
shall have the right to terminate this Agreement if:


 


(a)           Aether has failed to
pay any invoice that is not the subject of a bona fide dispute within thirty
(30) days of the date on which such payment is due and Motient has provided
Aether with written notice thereof, provided that Aether shall have twenty (20)
days from the time it receives such notice from Motient of nonpayment to cure
any such default;


 


(b)           Motient provides ten
(10) days written notice of its intent to terminate in the event that Aether
has failed to perform or comply with or has violated any material representation,
warranty, term, condition or obligation of 


 

















 


Aether under this Agreement, and Aether has failed to
cure such failure or violation within twenty (20) days after receiving notice
thereof from Motient; or


 


(c)           Aether becomes the
subject of a voluntary or involuntary bankruptcy, insolvency, reorganization or
liquidation proceeding, makes an assignment for the benefit of creditors, or
admits in writing its inability to pay debts when due.


 


7.2           In
the event of Motient’s termination pursuant to this Section 7, Aether shall
remove the Land Earth Stations, at its sole cost, within thirty (30) days of
the termination of this Agreement.


 


8.             Contract Managers


 


8.1           Aether Contract Manager. Aether shall
assign a representative (the “Aether Contract Manager”) to serve as Motient’s
point-of-contact for all matters concerning its performance under this
Agreement.  The Aether Contract Manager
shall be identified in a written notice to Motient, and the Aether Contract
Manager may be changed at any time by written notice to Motient.


 


8.2           Motient Contract Manager. Motient shall
assign a representative (the “Motient Contract Manager,” and, together with the
Aether Contract Manager collectively the “Contract Managers” and each
individually, a “Contract Manager”) to serve as Aether’s point-of-contact for
all matters concerning its performance under this Agreement.  The Motient Contract Manager shall be
identified in a written notice to Aether, and the Motient Contract Manager may
be changed at any time by written notice to Aether.


 


9.             Rights and
Obligations of Motient and Aether


 


9.1           Provision of the Services. Motient shall
provide the Services at Motient facilities, unless otherwise stated in the
Addenda.


 


9.2          Insurance.


 


9.2.1        At all times during the term of this Agreement,
Aether shall maintain (i) Worker’s Compensation insurance as prescribed by the
law of the state(s) in which Aether is located; (ii) employer’s liability
insurance with limits of at least $300,000 for each occurrence; (iii)
comprehensive automobile liability insurance if the use of motor vehicles is
required, with limits of at least $1,000,000 combined single limit for bodily
injury and property damage for each occurrence; (iv) Commercial General
Liability (“CGL”) insurance, including Blanket Contractual Liability and Broad
Form Property Damage, with limits of at least $1,000,000 combined single limit
for bodily injury and property damage for each occurrence; and (v) umbrella
excess liability policy. All liability and CGL insurance shall designate Motient
and its affiliates as additional insureds. All such


 

















 


insurance must be primary and required to respond and pay prior to any
other available coverage, and shall be with an insurance carrier having an A.M.
Best rating of at least A-VII.


 


9.2.2        Aether shall furnish to Motient, upon written
request, certificates of insurance or other appropriate documentation
(including evidence of renewal of insurance) evidencing the insurance coverage
referenced above, naming Motient as an additional insured.  Such certificates or other documentation
shall include a proviso whereby fifteen (15) days prior written notice shall be
provided to Aether prior to coverage cancellation or other material alteration
by either Motient or the applicable insurer. 
Such cancellation or material alteration shall not relieve Motient of
its continuing obligation to maintain insurance coverage in accordance with
this Section.


 


9.3          Representations and
Warranties.


 


9.3.1        Motient hereby warrants that the Services will
be provided in accordance with good business management practices. [*]


 


9.3.2        THE FOREGOING WARRANTIES ARE IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


 


10.          Limitations of Liability


 


10.1         Neither
party shall be liable to the other for indirect, incidental, consequential,
exemplary, reliance or special damages, including damages for lost profits,
regardless of the form of action whether in contract, indemnity, warranty,
strict liability or tort, including negligence of any kind with respect to the
Services or other conduct under this Agreement.


 


10.2         Nothing
contained in this Section shall limit either party’s liability to the other for
(a) willful or intentional misconduct, or (b) injury or death, or damage to
tangible real or tangible personal property or the environment, when
proximately caused by Aether’s or Motient’s negligence or that of their
respective agents, subcontractors or employees. Nothing contained in this
Section shall limit Aether’s indemnification obligations under Section 13.


 


11.          Maintenance of Equipment
and Software


 


11.1         Except
for the Services to be provided hereunder as set forth in this Agreement and in
any Addendums, Motient shall not be responsible for the operation or
maintenance of the Land Earth Stations or the Software necessary to operate
such Land Earth Stations. Notwithstanding the generality of the foregoing,
Aether shall


 












* Confidential information. Information has been redacted.


 

















 


be solely responsible for any and all upgrades, improvements,
replacements, modifications, repairs or similar items with respect to the Land
Earth Stations and the Software embedded therein. In the event that Aether uses
the Land Earth Stations or any Software in a manner that impairs Aether’s use
of the Land Earth Stations, Aether shall not be excused from payment for such
use.


 


11.2         The
floor and office space housing the Land Earth Stations is provided to Aether on
an “As Is, Where Is” basis, in the current configuration.  If Aether wishes to re-configure the Land
Earth Stations, or employee work stations or any other aspect of the floor or
office space provided hereunder, Aether shall be solely responsible for the
costs associated with such re-configuration. 
Any such re-configuration shall be contained substantially within the
same floor space and office space in which the Land Earth Stations are
currently housed. Aether and its employees shall comply with all applicable
guidelines, policies, procedures and similar rules established by Motient with
respect to the use of the Reston Premises and/or the Land Earth Stations.


 


12.          Confidentiality


 


12.1         During
the term of this Agreement and for a period of three (3) years from the date of
its expiration or termination (including all extensions thereof), each party
agrees to maintain in strict confidence all Confidential Information.  Neither party shall, without prior written
consent of the other party, use the other party’s Confidential Information for
any purpose other than for the performance of its duties and obligations, and
the exercise of its rights, under this Agreement.  Each party shall use, and shall cause all authorized recipients
of the other party’s Confidential Information to use, the same degree of care
to protect the other party’s Confidential Information as it uses to protect its
own Confidential Information, but in any event not less than a reasonable
degree of care.


 


12.2         Notwithstanding
Section 12.1, either party may disclose the Confidential Information of the
other party to: (a) its employees and the employees, directors and officers of
its Affiliates as necessary to implement this Agreement; (b) employees, agents
or representatives of the other party; or (c) other persons (including counsel,
consultants, lessors or managers of facilities or equipment used by such party)
in need of access to such information for purposes specifically related to
either party’s responsibilities under this Agreement, provided that the party
making the disclosure of Confidential Information under clause (c) shall be
responsible for assuring that the recipient of such information shall hold it
in strict confidence.


 


12.3         Upon
the request of the party having proprietary rights to Confidential Information,
the party in possession of such information shall promptly return it (including
any copies, extracts and summaries thereof, in whatever form and medium
recorded) to the requesting party or, with the other party’s written consent,
shall promptly destroy it and provide the other party with written
certification of such destruction.


 

















 


12.4         Either
party may request in writing that the other party waive all or any portion of
the requesting party’s responsibilities relative to the other party’s
Confidential Information.  Such waiver
request shall identify the affected information and the nature of the proposed
waiver.  The recipient of the request
shall respond within a reasonable time and, if it determines, in its sole
discretion, to grant the requested waiver, it will do so in writing over the
signature of an employee authorized to grant such request.


 


12.5         Motient
and Aether acknowledge that any disclosure or misappropriation of Confidential
Information in violation of this Agreement could cause irreparable harm, the
amount of which may be difficult to determine, thus potentially making any
remedy at law or in damages inadequate. 
Each party, therefore, agrees that the other party shall have the right
to apply to any court of competent jurisdiction for an order restraining any
breach or threatened breach of this Section and for any other appropriate
relief.  This right shall be in addition
to any other remedy available in law or equity.


 


12.6         A
party requested or ordered by a court or other governmental authority of
competent jurisdiction to disclose another party’s Confidential Information
shall notify the other party in advance of any such disclosure and, absent the
other party’s consent to such disclosure, use its best efforts to resist, and
to assist the other party in resisting, such disclosure. A party providing
another party’s Confidential Information to a court or other governmental
authority shall use its best efforts to obtain a protective order or comparable
assurance that the Confidential Information so provided will be held in
confidence and not further disclosed to any other person, absent the owner’s
prior consent.


 


12.7         Nothing
contained herein shall preclude either party from disclosing the terms of this
Agreement if required to satisfy its public disclosure obligations under
securities law.


 


13.          Indemnifications


 


Aether will indemnify and hold harmless Motient from
and against all loss, liability, damage and expense, including reasonable
attorneys’ fees, caused by (1) claims for libel, slander, invasion of privacy
or infringement of copyright and invasion and/or alteration of private records
or data arising from any information, data or message transmittal over the Land
Earth Stations, or (2) any breach of the terms and conditions of this Agreement
or any breach of Motient’s policies, rules and procedures applicable to Aether
and/or its employees with respect to the use of the Reston Premises.


 


14.          Assignment


 


Neither party may assign this Agreement or any rights
or obligations hereunder without the prior written consent of the other party,
which the other party may grant or withhold in its sole discretion; provided,
that no prior consent shall be required in connection with the assignment and
transfer of this Agreement by Motient to Motient Satellite Ventures


 

















 


LLC (or its successor) (“MSV”) in connection with the
transfer of Motient’s satellite communications business as an entirety to
MSV.  No assignment of this Agreement
shall relieve either party of any obligations hereunder. Any attempted
assignment in violation of this Section shall be void.  This Agreement shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and
permitted assigns.


 


15.          Force Majeure


 


15.1         In
no event shall either party be liable to the other for any failure to perform
hereunder that is due to war, riots, embargoes, strikes or other concerted acts
of workers (whether of a party hereto or of others), casualties, accidents or
other causes to the extent that such failure and the consequences thereof are
reasonably beyond the control and without the fault or negligence of the party
claiming excuse.  Each party shall, with
the cooperation of the other party, use reasonable efforts to mitigate the
extent of any failure to perform and the adverse consequences thereof.


 


15.2         If
Motient cannot promptly provide a suitable temporary Motient alternative to a
Service subject to an interruption in connection with the existence of a force
majeure condition, Aether may, at its option and at its own cost, contract with
one or more third parties for any or all affected Services for the shortest
commercially available period likely to cover the reasonably expected duration
of the interruption, and may suspend Motient’s provision of such Services for
such period.  Motient shall not charge
Aether for any Services thus suspended during the period of suspension.  Motient shall resume provision of the
suspended Services upon the later of the termination or expiration of Aether’s
legally binding commitments under contracts with third parties for alternative
services or the cessation or remedy of the force majeure condition.


 


15.3         In
the event that a force majeure condition shall continue for more than ten (10)
days, Aether may cancel the affected Services with no further liability to
Motient other than for Services received by Aether prior to the occurrence of
the force majeure condition.


 


16.          Modifications.


 


No modification, amendment or supplement to this
Agreement or any of its provisions shall be binding upon the parties unless
made in writing and signed by an authorized representative of the party against
whom enforcement thereof is sought.  A
failure or delay of either party to enforce any of the provisions of this
Agreement, or to require the performance of any provision hereof shall in no
way be construed to be a waiver of such provision.


 


17.          Notices


 


All notices or other communications required or
permitted to be given or delivered under this Agreement shall be in writing and
shall be sufficiently given if delivered, in the case of disputes arising under
this Agreement, by facsimile transmission (with confirmation of


 

















 


receipt), by registered mail or commercial overnight
courier service, or, in all other cases, by first class mail, addressed as
follows:


 


	
  If to Motient:

  	
  Motient Services Inc.

  10802 Parkridge Boulevard

  Reston, VA 20191

  Attention: Chief Technical Officer 

  
	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
   

  
	
   

  	
  General Counsel

  
	
   

  	
   

  
	
  If to Aether:

  	
  Aether Systems, Inc.

  11460 Cronridge Drive

  Owings Mills, MD 21117

  Attention: Frank Briganti

  
	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
   

  
	
   

  	
  General Counsel

  



 


Either party may from time to time designate another
address by notice to the other party in compliance with this Section.  Any notice or other communication shall be
deemed to be given when received or when delivery is refused.


 


18.          Headings


 


The headings in this Agreement are for purposes of
reference only and shall not in any way limit or otherwise affect the meaning
or interpretation of any of the terms hereof.


 


19.          Severability


 


If any provision of this Agreement is held to be
invalid, illegal or unenforceable, the unaffected provisions of this Agreement
shall be unimpaired and remain in full force and effect. Aether and Motient
shall negotiate in good faith to substitute for such invalid, illegal or
unenforceable provision a mutually acceptable provision consistent with the
original intention of the parties.


 


20.          Governing Law


 


This Agreement shall be governed and enforced in
accordance with, and the validity and performance hereof shall be governed by,
the laws of the Commonwealth of Virginia, without regard to the principles
thereof relating to the choice of law.


 


21.          Entirety of Agreement


 


This Agreement, together with all Addenda attachments
hereto and thereto, constitutes the entire agreement of the parties with
respect to the subject matter hereof, and


 

















 


supersedes all previous agreements, promises,
representations, understanding and negotiations between the parties, whether
written or oral with respect thereto.


 


22.          Counterparts


 


This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of which taken
together shall constitute one and the same instrument.


 


[SIGNATURES BEGIN ON THE NEXT PAGE]


 

















 


IN WITNESS WHEREOF, the parties hereto, each by a duly
authorized officer, have caused this Agreement to be executed as of the date
first above written:


 


	
   

  	
  MOTIENT SERVICES INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  AETHER SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


ADDENDUM TO LAND EARTH STATIONS SERVICES AGREEMENT


 


Services provided by Motient to Aether:


 


In addition to the floor space and office space and
Services described in the Agreement, Motient shall provide Aether with the
following additional Services:


 


•      Motient shall house the Land
Earth Stations in a clean, secure, air conditioned, and monitored environment,
maintained at appropriate temperature and humidity levels, to be mutually
agreed by the parties.


 


•      Motient shall provide
competent janitorial services to clean the Land Earth Stations and surrounding
work areas, consistent with cleaning standards and procedures applicable to
Motient’s other network operations center (NOC) equipment and facilities.


 


•      The Land Earth Stations
shall be located in premises that have adequate infrastructure and back-up
resources in the form of an uninterrupted power supply (“UPS”) and battery,
diesel and standby generator support. The UPS power shall include both AC and
DC power.


 


•      Motient will maintain
reasonable security measures to prevent unauthorized persons from entering the
premises housing the Land Earth Stations, including signage indicating that
access is restricted to authorized personnel.


 


•      Motient will provide a
reasonable amount of additional space in the Reston Premises for the storage of
Aether-owned equipment related to or used in connection with the Land Earth
Stations, such as cabling, test and repair equipment, spare parts, manuals,
diskettes, tapes, etc.


 


•      Aether employees assigned to
the Reston Premises who work on the Land Earth Stations shall be afforded
24-hour access to the Reston Premises, but shall be required to abide by
Motient’s general security and building access rules and regulations. Aether
shall periodically notify Motient in writing of the names of all Aether
employees assigned to work at the Reston Premises or who otherwise are
authorized to have access to the Land Earth Stations.


 


•      Motient will install, at
Aether’s expense, a telephone and phone line within close range of the Land
Earth Stations, to enable Aether and its employees to make long distance and
local calls directly from the Reston Premises.


 


•      Motient will provide Aether
with general RF Engineering support and regulatory/frequency planning support
in connection with Aether’s operation and maintenance of the Land Earth
Stations, to enable Aether to ensure adequate connectivity of the Land Earth
Stations to the Motient satellite and terrestrial networks; provided, that the
provision of such support shall not interfere with Motient’s (or its
employees’) ability to conduct its own business in the ordinary course.


 

















 


•      Motient will make reasonable
efforts to assist Aether with the periodic inspection of the Land Earth
Stations.


 


•      Motient will advise Aether,
when practicable at least 36 hours in advance, of any activity in relation to
the Land Earth Stations or the Reston Premises or a portion thereof, which
could reasonably be anticipated to result in an interruption of power to the
Land Earth Stations.


 


•      Motient will advise Aether
by telephone within 30 minutes after Motient discovers any interruption of
power, abnormal conditions, change in the environmental conditions in the
Reston Premises or other condition which affects, or potentially affects, the
Land Earth Stations or the supply of power thereto; provided, that such
notice shall be deemed to have been provided if Motient so notifies any of the
Aether employees then located on the Reston Premises.


 


•      Motient and Aether intend
that the Land Earth Stations, whether or not physically attached to the Reston
Premises, shall not be construed to be fixtures for the purpose of Motient’s
lease for the Reston Premises, but, rather, are moveable equipment and trade
fixtures of Aether.


 


•      Aether may at any time
remove the Land Earth Stations, at its sole cost, and with reimbursement to Motient
for the costs of any damage or interruption caused by such removal.


 


Fees:


 


•      [*]


 












* Confidential Information. Information has been
redacted.