##### 



Exhibit 4.25



| |                                                              
| | -------------------------------------------------------------
| | CONFIDENTIAL TREATMENT REQUESTED                             
| | The asterisked (**) portions of this document have been    
| | Omitted and filed separately with the Securities and Exchange
| | Commission pursuant to a requested for confidential Treatment
| |                                                              

Intelsat LLC
14 Dundonald Street West
Hamilton, Bermuda HM 09

Amendment No. 3 to
Contract INTEL-2400

between

Intelsat LLC

and

Astrium SAS

for

INTELSAT X Spacecraft and
Associated Equipment and Services

Date: January 14, 2003





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Amendment No.3
INTEL-2400

THIS Amendment No. 3, entered into this 14th day of January 2003 by and
between Astrium SAS (hereinafter referred to as the Contractor), a
corporation incorporated in France, with its principal place of business
located at 37, avenue Louis-Breguet-BP1, 78146 Velizy-Villacoublay Cedex,
France and Intelsat LLC (hereinafter referred to as Intelsat), a Delaware
limited liability company, having an office at 14 Dundonald Street West,
Hamilton, Bermuda HM 09;

WITNESSETH THAT:

WHEREAS, the parties entered into Contract INTEL-2400, dated 2 February
2000, hereinafter referred to as the Contract; and

WHEREAS, pursuant to the 18 July 2001 Privatization of INTELSAT and the
Novation Agreement entered into by and among INTELSAT, Intelsat LLC and Astrium
as of 16 July 2001, the Contract was novated from INTELSAT to Intelsat LLC; and

WHEREAS, due to the change in ownership of Astrium SAS from Marconi
Electronic Systems, Ltd. and Aerospatiale Matra, SA to BAE Systems and EADS,
the parties wish to revise the Contract to incorporate these updated
shareholder guarantees; and

WHEREAS, the parties wish to revise the Contract to incorporate the
following Contract Change Notices (CCNs):



|1. |  | CCN 004  Miscellaneous Update to Exhibits A and B;                                                                                                                                                                                                                                  
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | CCN 005  Brazil and Andean Beam Coverage Update;                                                                                                                                                                                                                                    
|  
|3. |  | CCN 006  Failure Detection Isolation and Recovery in Chemical
Station Keeping  Additional Level of Monitoring (******** due to even
trade between CCN 006 and RDW0016 Block Switchings, resulting in a no
cost CCN), which changes the Contract Terms and Conditions and Exhibit
A;
|  
|4. |  | CCN 007  Optimization of LTWTA Phase Shift ******* which changes
Exhibit D;                                                                                                                                                                                                         
|  
|5. |  | CCN 008  Final Antenna Coverage INTELSAT 10-02, which changes
Exhibit A;                                                                                                                                                                                                            
|  
|6. |  | CCN 009  Dynamic Satellite Software Simulator ********; which
changes the Contract Terms and Conditions and Exhibits B and F;                                                                                                                                                       
|  
|7. |  | CCN 011  NMA Modification ********; which changes the Contract Terms
and Conditions, Exhibits A and F; and                                                                                                                                                                          

-2-



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Amendment No.3
INTEL-2400



|8. |  | CCN 012  Normal Mode Observability IP *******; which changes the
Contract Terms and Conditions and Exhibits A and F; and
|-- |  | -------------------------------------------------------------------------------------------------------------------------

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Amendment No.3
INTEL-2400

WHEREAS, Intelsat issued an Authorization to Proceed (ATP) dated 14 March
2002 exercising the Launch Support and Integration Service option in Article
40. Options, Paragraph C, for one (1) Proton Breeze M launch support service
and one (1) Sea Launch launch support service for the 10-01 and 10-02
Spacecraft; and

WHEREAS, the entities with whom Intelsat has entered into Launch Services
contracts for the I-X program are Lockheed Martin Commercial Launch Services
(LMCLS) and Sea Launch Company, thus requiring changes to Article 29, Damage to
Persons or Property under the contract.

NOW THEREFORE, the parties hereto agree that Contract INTEL-2400, as
amended, is hereby further amended as follows:



|1. |  | Exhibit A, Spacecraft Performance Specification   is revised to Exhibit
A (Rev. 2) as set forth in Attachment No. 1 hereto.                                                     
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Exhibit B, Statement of Work  is revised to Exhibit B (Rev. 2) as set
forth in Attachment No. 2 hereto.                                                                         
|  
|3. |  | Exhibit D, Spacecraft Test Plan  is revised to Exhibit D (Rev. 2) as set
forth in Attachment No. 3 hereto.                                                                      
|  
|4. |  | Exhibit F, Milestone Payment Plan  is revised to Exhibit F (Rev. 2) as
set forth in Attachment No. 4 hereto.                                                                    
|  
|5. |  | The text of the Table of Contents of the Contract is changed by replacing
the following Attachments and Exhibits with either Revision 1 (Rev.1) or
Revision 2 (Rev.2) as follows:

|                          |  |   |  |                                      
|------------------------- |  | - |  | -------------------------------------
|Attachment No.2 (Rev. 1) |  |   |  | Shareholder Guarantee                
|Exhibit A (Rev. 2)        |  | - |  | Spacecraft Performance Specifications
|Exhibit B (Rev. 2)        |  | - |  | Statement of Work                    
|Exhibit C                 |  | - |  | Product Assurance Plan               

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Amendment No.3
INTEL-2400

|                  |  |   |  |                        
|----------------- |  | - |  | -----------------------
|Exhibit D (Rev.2) |  | - |  | Spacecraft Test Plan   
|Exhibit E         |  | - |  | [Reserved]             
|Exhibit F (Rev.2) |  | - |  | Milestone Payment Plan



|6. |  | In Article 2, Scope of Work, delete the list of Exhibits set forth
therein, and substitute therefore the following new list of Exhibits:
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------

|                    |  |   |  |                                      
|------------------- |  | - |  | -------------------------------------
|Exhibit A (Rev. 2) |  | - |  | Spacecraft Performance Specifications
|Exhibit B (Rev. 2)  |  | - |  | Statement of Work                    
|Exhibit C           |  | - |  | Product Assurance Plan               
|Exhibit D (Rev.2)   |  | - |  | Spacecraft Test Plan                 
|Exhibit E           |  | - |  | [Reserved]                           
|Exhibit F (Rev.2)   |  | - |  | Milestone Payment Plan              

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Amendment No.3
INTEL-2400



|7. |  | In Article 3, Equipment and Services to be Furnished and Prices
Therefor, delete the table set forth therein and substitute therefore
the following new table:
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|      |  |          |  |                                                                  |  |            |  |            
|----- |  | -------- |  | ---------------------------------------------------------------- |  | ---------- |  | -----------
|"Item |  | Quantity |  | Description                                                      |  | Unit Price |  | Total Price
|      |  |          |  |                                                                  |  |            |  |            
|1     |  | 1 each   |  | INTELSAT 10-01 Spacecraft, including the                         |  |            |  |            
|      |  |          |  | following Not Separately Priced (NSP) items:                     |  |            |  |            
|      |  |          |  | Recurring                                                        |  | **         |  |            
|      |  |          |  | Non-recurring                                                    |  | **         |  |            
|2     |  | 1 each   |  | INTELSAT 10-02 Spacecraft                                        |  |            |  | **         
|      |  |          |  | Recurring                                                        |  | **         |  |            
|      |  |          |  | Non-recurring                                                    |  | **         |  |            
|      |  |          |  |                                                                  |  |            |  | **         
|3     |  | lot      |  | Documentation and Data per Exhibit B                             |  | NSP        |  |            
|4     |  | lot      |  | Test Data Handling System                                        |  | NSP        |  |            
|5     |  | 1 each   |  | Communications Simulator                                         |  | NSP        |  |            
|6     |  | 1 each   |  | Spacecraft Control Simulator                                     |  | NSP        |  |            
|7     |  | 1 lot    |  | Life Test Battery and Battery Cell Components                    |  | NSP        |  |            
|8     |  | 1 lot    |  | Mission and Integration Services                                 |  | NSP        |  |            
|9a    |  | 1 lot    |  | Optimization of LTWTA Phase Shift (CCN 007)                      |  | **         |  |            
|9b    |  | 1 lot    |  | Dynamic Satellite Software Simulator (CCN 009)                   |  | **         |  |            
|9c    |  | 1 lot    |  | Normal Mode Acquisition Modification (CCN 011)                   |  | **         |  |            
|9d    |  | 1 lot    |  | Normal Mode Observability IP (CCN 012)                           |  | **         |  |            
|      |  |          |  | CCN TOTAL                                                        |  |            |  | **         
|10    |  | 1 each   |  | Proton Launch Support & Integration                              |  |            |  | **         
|11    |  | 1 each   |  | Sea Launch Launch Support & Integration                          |  |            |  | **         
|      |  |          |  | Non Recurring                                                    |  |            |  | **         
|      |  |          |  | TOTAL                                                            |  |            |  |            
|      |  |          |  | Recurring TOTAL                                                  |  |            |  | **         
|      |  |          |  | BASE PRICE                                                       |  |            |  | **         
|      |  |          |  | Less *** Recurring Cost Put at Risk (Risk Money)               |  |            |  | **         
|      |  |          |  | TOTAL DELIVERABLE PRICE*                                         |  |            |  | **         
|     
|      |  |          |  | Performance Payments (Article 6)                                 |  |            |  |            
|      |  |          |  | *** Recurring Cost Put at Risk                                   |  | *****      |  |            
|      |  |          |  | In-Orbit Performance Payments                                    |  | *****      |  |            
|     
|      |  |          |  | SUBTOTAL Performance Payments                                    |  | *****      |  |            
|     
|      |  |          |  | TOTAL CONTRACT PRICE
                
                
    ***** |  |            |  |            

-6-



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Amendment No.3
INTEL-2400



|8. |  | In Article 4, Delivery Schedule, in Paragraph A delete the list of items set
forth therein, and substitute therefore the following new list:
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|      |  |                                          |  |              
|----- |  | ---------------------------------------- |  | -------------
|"Item |  | Description                              |  | Delivery Date
|      |  |                                          |  |              
|1     |  | Flight Spacecraft:                       |  |              
|      |  | INTELSAT 10-01 Spacecraft Delivered      |  | *****        
|      |  | INTELSAT 10-02 Spacecraft Delivered      |  | *****        
|2     |  | Test Data Handling System                |  | *****        
|3     |  | Communications Simulator                 |  | *****        
|4     |  | Intermediate Spacecraft Simulator (DSSS) |  | *****        
|5     |  | Spacecraft Simulator                     |  | *****        
|6     |  | Life Test Battery Pack                   |  | *****        



|9.  |  | In Article 29, Damage to Persons or Property, throughout this article
wherever it may appear change the name ILS or International Launch Services
to LMCLS or Lockheed Martin Commercial Launch Services.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|10. |  | In Article 29, Damage to Persons or Property, throughout this article
wherever it may appear, change the name Atlas launch vehicles to Atlas
and/or Proton launch vehicles.                                  
|   
|11. |  | In Article 29, Damage to Persons or Property, throughout this article
wherever it may appear change the name Boeing to Boeing or Sea Launch
Company.                                                         
|   
|12. |  | In Article 55, Parent Guarantee, replace Attachment No.2 with
Attachment No.2 (Rev. 1).                                                                                                                       

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Amendment No.3
INTEL-2400

Except as expressly provided herein, all other terms and conditions of
Contract INTEL-2400, as amended, shall remain unchanged and in full force and
effect.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 3
to Contract INTEL-2400.

|       |  |                                |  |        |  |                                                             
|------ |  | ------------------------------ |  | ------ |  | ------------------------------------------------------------
|       |  | Astrium SAS
(Contractor)     |  |        |  | Intelsat LLC
(Intelsat)                                   
|      
|By:    |  | /s/ Kevin Parvin(Signed)       |  | By:    |  | /s/ Donald s. Bridwell(Signed)                              
|      
|       |  | Kevin Parvin(Typed)            |  |        |  | Donald L. Bridwell(Typed)                                   
|      
|Title: |  | Contracts Manager
Astrium Ltd. |  | Title: |  | President
Intelsat (Bermuda), Ltd.
On behalf of Intelsat LLC
|      
|Date:  |  | November 19, 2002              |  | Date:  |  | January 14, 2003                                            

-8-



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Amendment No.3
INTEL-2400

EXHIBIT A

INTELSAT X
SPACECRAFT PERFORMANCE SPECIFICIATIONS

REVISION 2

-9-



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Amendment No.3
INTEL-2400

**********





*********

138 pages of revised Exhibit A have been omitted and filed separately with the
Securities and Exchange Commision pursuant to a request for confidential
treatment.

-10-



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Asterisks (**) indicate omitted material
pursuant to a request for confidential treatmentINTEL-2400

EXHIBIT B

INTELSAT X SPACECRAFT
STATEMENT OF WORK

Revision 2





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##### 



INTEL-2400
EXHIBIT B
REVISION 2

TABLE OF CONTENTS

|   |  |      |  |                                                   |          |   
|-- |  | ---- |  | ------------------------------------------------- | -------- | --
|   |  |      |  |                                                   | Page No.
|  
|1. |  |      |  | SCOPE AND PURPOSE                                 |          | 1 
|   |  | 1.1  |  | DOCUMENT ORGANIZATION                             |          | 1 
|   |  | 1.2  |  | DEFINITION OF WORK TO BE PERFORMED                |          | 1 
|   |  | 1.3  |  | RESPONSIBILITIES                                  |          | 2 
|   |  | 1.4  |  | APPLICABLE DOCUMENTS                              |          | 2 
|2. |  |      |  | DELIVERABLE AND CONTRACTOR FURNISHED ITEMS        |          | 4 
|   |  | 2.1  |  | SPACECRAFT AND ASSOCIATED FLIGHT EQUIPMENT        |          | 4 
|   |  | 2.2  |  | OTHER DELIVERABLE EQUIPMENT                       |          | 4 
|   |  | 2.3  |  | SERVICES                                          |          | 5 
|   |  | 2.4  |  | ANALYSES                                          |          | 7 
|   |  | 2.5  |  | DELIVERABLE DATA AND DOCUMENTATION                |          | 8 
|   |  | 2.6  |  | CONTRACTOR FURNISHED ITEMS                        |          | 8 
|   |  | 2.7  |  | VISIBILITY OF FAILURES/PROBLEMS ON OTHER PROGRAMS |          | 8 
|3. |  |      |  | QUALIFICATION PROCESS AND REVIEWS                 |          | 10
|   |  | 3.1  |  | EQUIPMENT QUALIFICATION                           |          | 10
|   |  | 3.2  |  | DESIGN REVIEWS                                    |          | 12
|   |  | 3.3  |  | OTHER REVIEWS                                     |          | 17
|4. |  |      |  | PROGRAM MANAGEMENT REQUIREMENTS                   |          | 21
|   |  | 4.1  |  | SCOPE AND RESPONSIBILITIES                        |          | 21
|   |  | 4.2  |  | PROGRAM MANAGEMENT ORGANIZATION                   |          | 21
|   |  | 4.3  |  | PROGRAM MANAGEMENT PLAN                           |          | 23
|   |  | 4.4  |  | INTELSAT/CONTRACTOR RELATIONS                     |          | 23
|   |  | 4.5  |  | DOCUMENTATION MANAGEMENT                          |          | 24
|   |  | 4.6  |  | MEETINGS                                          |          | 29
|   |  | 4.7  |  | REVIEW MEETINGS                                   |          | 31
|   |  | 4.8  |  | PROGRAM SCHEDULES                                 |          | 31
|   |  | 4.9  |  | PROGRAM MILESTONE PAYMENT STATUS                  |          | 33
|   |  | 4.10 |  | MANAGEMENT OF CONTRACT CHANGES                    |          | 34
|5. |  |      |  | PRODUCT ASSURANCE REQUIREMENTS                    |          | 38
|6. |  |      |  | SPACEFLIGHT EQUIPMENT REQUIREMENTS                |          | 39
|   |  | 6.1  |  | GENERAL MANUFACTURING REQUIREMENTS                |          | 39
|   |  | 6.2  |  | THERMAL REQUIREMENTS                              |          | 40
|   |  | 6.3  |  | BATTERY STORAGE                                   |          | 40
|   |  | 6.4  |  | COMMAND SECURITY                                  |          | 40

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INTEL-2400
EXHIBIT B
REVISION 2

TABLE OF CONTENTS

|    |  |      |  |                                                               |          |   
|--- |  | ---- |  | ------------------------------------------------------------- | -------- | --
|    |  |      |  |                                                               | Page No.
|   
|7.  |  |      |  | SPACECRAFT CONTROL SIMULATOR                                  |          | 41
|    |  | 7.1  |  | DESIGN REVIEWS                                                |          | 44
|    |  | 7.2  |  | TEST REQUIREMENTS                                             |          | 45
|    |  | 7.3  |  | DOCUMENTATION                                                 |          | 45
|    |  | 7.4  |  | TRAINING                                                      |          | 46
|    |  | 7.5  |  | WARRANTY                                                      |          | 46
|8.  |  |      |  | COMMUNICATIONS SIMULATOR                                      |          | 47
|    |  | 8.1  |  | DESIGN REVIEWS                                                |          | 48
|    |  | 8.2  |  | COMMUNICATIONS SIMULATOR TEST DATA                            |          | 42
|    |  | 8.3  |  | DOCUMENTATION                                                 |          | 49
|    |  | 8.4  |  | TRAINING                                                      |          | 49
|    |  | 8.5  |  | WARRANTY                                                      |          | 49
|9.  |  |      |  | MISSION SUPPORT SERVICES                                      |          | 51
|    |  | 9.1  |  | PREPARATION FOR IN-ORBIT OPERATIONS                           |          | 51
|    |  | 9.2  |  | MISSION REVIEWS AND SATELLITE PERFORMANCE REVIEWS             |          | 52
|    |  | 9.3  |  | MISSION SUPPORT DOCUMENTATION                                 |          | 52
|    |  | 9.4  |  | TRAINING OF INTELSAT OPERATIONS PERSONNEL                     |          | 52
|    |  | 9.5  |  | VERIFICATION OF COMMAND GENERATOR EQUIPMENT                   |          | 53
|    |  | 9.6  |  | VERIFICATION OF INTELSAT GROUND PROCESSING SOFTWARE           |          | 53
|10. |  |      |  | TEST DATA HANDLING SYSTEM                                     |          | 54
|    |  | 10.1 |  | REQUIRED TDHS CAPABILITIES                                    |          | 54
|    |  | 10.2 |  | POINTS OF DATA ORIGINATION AND DELIVERY                       |          | 54
|    |  | 10.3 |  | DATA TRANSMISSION INTEGRITY                                   |          | 55
|    |  | 10.4 |  | DELIVERY TIMELINESS REQUIREMENT                               |          | 55
|    |  | 10.5 |  | NETWORK SECURITY PROVISIONS                                   |          | 55
|    |  | 10.6 |  | TDHS STANDARD DATA                                            |          | 55
|    |  | 10.7 |  | DELIVERY OF REAL-TIME DATA                                    |          | 57
|    |  | 10.8 |  | COMPUTER SYSTEM TIME COORDINATION                             |          | 58
|    |  | 10.9 |  | SPACECRAFT CONFIGURATION DATA                                 |          | 58
|11. |  |      |  | CONTRACT OPTIONS                                              |          | 59
|    |  | 11.1 |  | OPTION DECISIONS AND DELIVERIES                               |          | 60
|    |  | 11.2 |  | ADDITIONAL SPACECRAFT                                         |          | 60
|    |  | 11.3 |  | OPTIONAL LAUNCH SUPPORT AND INTEGRATION SERVICES              |          | 63
|    |  | 11.4 |  | OPTIONAL SPACECRAFT EXTENDED STORAGE AND RETEST               |          | 65
|    |  | 11.5 |  | OPTIONAL SPACE SEGMENT SERVICES                               |          | 65
|    |  | 11.6 |  | OPTION FOR ON-BOARD DIGITAL VIDEO BROADCAST (DVB) MULTIPLEXER |          | 73

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EXHIBIT B
REVISION 2

LIST OF TABLES

|         |  |                                                                            |          |   
|-------- |  | -------------------------------------------------------------------------- | -------- | --
|         |  |                                                                            | Page No.
|        
|Table 1. |  | Deliverable Flight Hardware                                                |          | 4 
|Table 2. |  | Other Deliverable Equipment                                                |          | 5 
|Table 3. |  | Types Of Design And Manufacturing Reviews For Various Equipment Categories |          | 12
|Table 4. |  | Meetings Conducted Or Participated In By Contractor                        |          | 29
|Table 5. |  | Options Decisions And Deliveries                                           |          | 59
|Table 6. |  | Spacecraft With Modified Payload                                           |          | 57

LIST OF APPENDICES

|           |  |                                                                                    
|---------- |  | -----------------------------------------------------------------------------------
|APPENDIX 1 |  | Equipment Suppliers and Categorization List                                        
|APPENDIX 2 |  | Data Item Descriptions and Detailed Contract Documentation Requirements List (CDRL)
|APPENDIX 3 |  | Design Analysis Requirements                                                       

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Asterisks (**) indicate omitted material pursuant to a request for confidential treatmentINTEL-2400
EXHIBIT B
REVISION 2

INTELSAT X SPACECRAFT
STATEMENT OF WORK

1.           SCOPE AND PURPOSE

1.1         Document Organization

This Exhibit provides the Statement of Work (SOW) for the INTELSAT X Spacecraft
Contract. Sections 1 through 10 define baseline Contract requirements, and
Section 11 defines Contract options. Appendix 1 details flight equipment
qualification requirements, Appendix 2 gives data item requirements, and
Appendix 3 summarizes requirements for analyses.

1.2         Definition of Work to Be Performed

This Exhibit defines the work to be performed by the Contractor to design,
manufacture, test, and deliver for launch complete spacecraft and to provide
ancillary goods and services. In summary, efforts to be provided by the
Contractor are as follows:



| | 1. |  | Design, manufacture, test, and deliver complete spacecraft
ready for launch, including propellants and any required airborne
support equipment (ASE). Delivered spacecraft and ASE shall be
designed, fabricated, and tested in accordance with the requirements
given in Contract Exhibits A, C, and D.
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Provide documentation and data delivered in accordance with
the Contract Data Requirements List (CDRL) given in Appendix 2 of
Exhibit B.                                                                                                                                                                
|
| | 3. |  | Design, manufacture, test, and deliver one spacecraft
simulator per Section 7 of this Exhibit B.                                                                                                                                                                                                        
|
| | 4. |  | Design, manufacture, test, and deliver one communications
simulator set, which shall be representative of various
communications channel characteristics and repeater elements
specified in Exhibit A and per Section 8 of Exhibit B.                                                                   
|
| | 5. |  | Provide support for mission operations and provide support
services per Section 9 of Exhibit B for all spacecraft procured
under this Contract.                                                                                                                                                         
|
| | 6. |  | Furnish Test Data Handling System (TDHS), equipment,
software, communications, services and efforts per Section 10 of
Exhibit B.                                                                                                                                                                        

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EXHIBIT B
REVISION 2



| | 7.  |  | Provide transportation of spacecraft and ASE to the launch
site corresponding to any Launch Support Services Option exercised
by INTELSAT.                                                       
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 8.  |  | Provide storage of spacecraft (including any required retest)
and ASE for up to one year at the Contractors facilities.                                                                         
|
| | 9.  |  | Provide launch site integration efforts, engineering support,
launch support, and post-launch services corresponding to any Launch
Support and Integration Services Option exercised by INTELSAT.
|
| | 10. |  | Provide shipping and storage containers as required to
protect, store, and ship spacecraft. (Shipping and storage
containers are not deliverable.)                                               
|
| | 11. |  | Provide options for additional spacecraft, equipment,
extended storage and retest, and services as exercised by INTELSAT
and as specified in Exhibit A and Section 11 of Exhibit B.              
|
| | 12. |  | Deliver life test batteries and battery components in
accordance with 2.2.3 of Exhibit B.                                                                                                        

1.3    Responsibilities

The Contractor shall be fully responsible for all tasks related to the design,
development, fabrication, integration, testing, storage and shipment of all
flight equipment and associated hardware, test equipment, and software. The
Contractors responsibilities also include the documentation of all work
conducted under the Contract and reporting to INTELSAT on the status and
progress of the program.

Without relieving the Contractors responsibilities (including spacecraft
compliance to launch vehicle Contractor requirements), INTELSAT will separately
contract for the launch vehicle for each spacecraft procured under this
Contract and will coordinate the activities of the launch vehicle and
spacecraft contractors at the launch site.

1.4         Applicable Documents

The following documents shall be applicable to this Statement of Work:



| | 1. |  | Contract Instrument: Terms and Conditions of the Contract
| | -- |  | ---------------------------------------------------------
| | 2. |  | Exhibit A: Spacecraft Performance Specifications         
| | 3. |  | Exhibit C: Product Assurance Plan                        

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EXHIBIT B
REVISION 2



| | 4. |  | Exhibit D: Spacecraft Test Plan
| | -- |  | -------------------------------

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Asterisks (**) indicate omitted material pursuant to a request for confidential treatmentINTEL-2400
EXHIBIT B
REVISION 2

2.           DELIVERABLE AND CONTRACTOR FURNISHED ITEMS

This section summarizes items to be delivered to INTELSAT by the Contractor or
furnished by the Contractor for use on this spacecraft program. Unless
otherwise requested by INTELSAT, delivery shall be to the following places:



| | 1. |  | Each spacecraft and associated flight equipment: to the
launch site designated by INTELSAT in accordance with Launch Support
Services option(s) or to the designated storage location.  
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Other Deliverable Equipment: to INTELSAT Headquarters,
Washington, D.C., U.S.A.                                                                                                         
|
| | 3. |  | Data and documentation: to the resident INTELSAT Spacecraft
Program Office (ISPO) and INTELSAT Headquarters as defined in the
Contract Documentation Requirements List (see Appendix 2).

2.1         Spacecraft and Associated Flight Equipment
The Contractor shall design, fabricate, test, and deliver to INTELSAT for
launch complete sets of flight equipment consisting of the spacecraft and its
propellants as shown in Table 1.

Table 1. Deliverable Flight Hardware

|        |  |               
|------- |  | --------------
|ITEM    |  | DELIVERY DATES
|******* |  | ********      
|******* |  | ********      

In case of development difficulties with the PPS, INTELSAT shall have the right
to direct the Contractor to remove the PPS until ******* at ******** and
********* impact. In this case the OML minimum performance shall be according
to Section 1.1.4 of Attachment 1 Part A and Part B to Exhibit A.

2.2         Other Deliverable Equipment

2.2.1      Spacecraft Control Simulator. The Contractor shall deliver an
Intermediate Dynamic Satellite Software Simulator and a complete real time
Spacecraft Control Simulator

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(SCS) in accordance with Section 7 herein, which shall provide software
simulation of the spacecraft operating in transfer, drift, and geosynchronous
orbits.

2.2.2      Communications Simulator. The Contractor shall deliver a complete
Communications Simulator in accordance with Section 8 herein, which shall
provide hardware sufficient to permit INTELSAT to simulate communications
signal transmissions through the spacecraft communications channels specified
in Section 8.

2.2.3      Life Test Battery and Battery Cell Components. The Contractor shall
provide the following:



| | 1. |  | A 6 cell, flight-representative model for real-time life test
by INTELSAT;
| | -- |  | --------------------------------------------------------------------------
|
| | 2. |  | 15 individual flight-representative cells; and                            
|
| | 3. |  | The following hardware per activation lot:                                

| | A. |  | 2 cells,                   
| | -- |  | ---------------------------
| | B. |  | 10 dry positive plates,    
| | C. |  | 10 dry negative plates, and
| | D. |  | 10 separators.             

2.2.4      Delivery Schedules. The Contractor shall deliver the Spacecraft
Simulator, the Communications Simulator, and the life test battery equipment in
accordance with Table 2.

Table 2. Other Deliverable Equipment

|                                  |  |               
|--------------------------------- |  | --------------
|ITEM                              |  | DELIVERY DATES
|Intermediate Spacecraft Simulator |  | ********      
|Spacecraft Simulator              |  | ********      
|Communications Simulator          |  | ********      
|Life Test Battery Pack            |  | ********      
|Battery Cell Components           |  | ********      

2.3         Services

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2.3.1      Launch Vehicle Compatibility and Interface Validation. The Contractor
shall perform all work necessary to ensure the compatibility of the spacecraft
design with all required launch vehicles, and shall provide the evidence
necessary to demonstrate and document such compatibility as required by
INTELSAT. Design compatibility with these launch vehicles shall be maintained
for all spacecraft throughout the duration of the spacecraft program.

Unilateral requirement changes imposed by the launch vehicle agencies after EDC
will be reviewed by the Contractor and the status of compatibility of the
spacecraft with regard to launcher requirements shall be updated. This update
shall include interface control documentation, safety submissions, mathematical
models and any other analyses required justifying compatibility statements.
Provided there is no impact on hardware or on contractual delivery dates, such
changes will become part of the applicable requirements.

The Contractor shall demonstrate that the spacecraft design is compatible with
all interface recommendations and requirements (mechanical, electrical, RF,
etc.), all environmental recommendations and requirements and conditions
(loads, thermal, RF, etc.), and all constraints (operational, safety, etc.)
associated with each of the required launch vehicles and in effect at the time
of the spacecraft launches, as defined by the launch services suppliers (e.g.,
in the corresponding launch vehicle users manuals, launch site facilities
guides and safety regulations). The Contractor shall also demonstrate
compatibility with standard launch vehicle mission profiles and sequences, as
defined by each of the launch services suppliers.

The Contractor shall demonstrate that the spacecraft is designed to permit
launch to occur on any day of the year on any of the launch vehicles with which
spacecraft compatibility is required. In addition, the Contractor shall
demonstrate that the spacecraft design is compatible with launch window
constraints determined to be acceptable by INTELSAT and/or any of the launch
services suppliers.

Spacecraft-to-launch vehicle interfaces and design and operational data
sufficient to demonstrate compatibility with all required launch vehicles and
their associated services, facilities, etc. shall be presented in all system
level design reviews.

INTELSAT will elect a Contract option, as described in Section 11.3 (Optional
Launch Support and Integration Services) of this exhibit, for the additional
detailed launch vehicle compatibility and interface validation tasks to be
performed corresponding to the specific launch vehicle(s) INTELSAT will elect
for this mission.

2.3.2      Launch Vehicle/Spacecraft Interface Support. The Contractor shall
support and participate in launch vehicle/spacecraft interface verification
tests and in meetings with

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INTELSAT and the launch vehicle authorities or agencies to ensure that all
spacecraft-to-launch vehicle interfaces are fully defined and that the design
satisfies all interface requirements.

2.3.3      Spacecraft Storage and Delivery. The Contractor shall submit a general
Spacecraft Storage and Delivery Plan, which shall be applicable to all of the
optional launch vehicle cases given in Attachment 1 to Exhibit A. This plan
shall cover spacecraft delivery and storage. The plan shall cover short (up to
1 year) duration storage and retest, which shall be part of the baseline
Contract effort. The plan shall also cover extended duration (1 to 3 years)
spacecraft storage and retest which shall be optional in accordance with
Section 11.4 of this Exhibit B. The plan shall indicate the storage locations
for both short duration and long term storage. For any required storage period
and location, the Contractor shall be responsible for all activities relating
to the transportation, handling, storage, security, maintenance of the
spacecraft, and retest.

2.3.4      Mission Support Services. The Contractor shall provide mission support
services as defined in Section 9 of this Exhibit B, for all spacecraft procured
under this Contract.

2.3.5      Support for Anomaly Investigations. The Contractor shall provide support
for investigation of anomalies of satellites from delivery through end-of-life
of the satellite. It shall include tracing of hardware, analyses, testing of
spacecraft hardware on ground at the Contractors facilities, generation of
special in-orbit and ground test plans/procedures, generation of work-around
plans (including development and validation of on-board processor reprogramming
code), modification and re-issue of Contractor supplied control and/or
monitoring software, review of data, etc.

2.4         Analyses

The Contractor shall perform any analyses deemed necessary to demonstrate
compliance with Contract requirements or to substantiate the integrity of the
spacecraft delivered under this Contract. All analyses shall be consistent
with requirements of other applicable Contract exhibits. The Contractor may
use, where relevant, results of valid and applicable analyses already performed
for similar spacecraft or equipment and properly updated for this Contract.
The Contractors existing valid, and applicable computer/mathematical models
and analytical/design tools used for similar spacecraft or equipment may also
be used to perform the analyses defined herein. The minimum scope of design
analyses shall be as defined in Appendix 3 to this Exhibit B.

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2.5         Deliverable Data and Documentation

INTELSAT shall have access to all non-financial data, documentation, and
information related to the Contract that is generated under this Contract by
the Contractor and subcontractors. Certain specific items of information shall
be produced and formally submitted to INTELSAT by the Contractor as specified
in the CDRL and data item descriptions given in Appendix 2 of this Exhibit.
For these submissions, alternate media from those specified in Appendix 2 may
be acceptable. ISPO will have full access to Eurostar 3000 reports, as
necessary, if applicable to the INTELSAT X program.

2.6         Contractor Furnished Items

2.6.1      Test and handling equipment. The Contractor shall furnish, and in a
timely manner, the necessary mechanical, electrical and RF support equipment
required for the assembly, handling and transportation, test, storage and
launch. Test and handling equipment shall be properly calibrated and certified
prior to its use. Test and handling equipment to be provided by the Contractor
for the performance of work under this Contract is not deliverable.

2.6.2      Shipping and Storage Containers. The Contractor shall make available, as
necessary, shipping containers, which shall protect the Spacecraft and other
flight equipment from damage during shipment from the Contractors or
Subcontractors site to the launch site or storage site designated by INTELSAT.
The Contractor shall make available, as necessary, storage containers, which
shall protect the Spacecraft and its flight equipment from damage during
storage. Such containers shall remain property of the Contractor.

2.6.3      Test Data Handling System (TDHS). The Contractor shall furnish a Test
Data Handling System (TDHS) in accordance with Section 10 herein, which shall
interface with and provide data to INTELSAT-provided TDHS processing and
display equipment. The Contractor shall provide space, power, and data line
access for INTELSAT-provided TDHS data evaluation equipment. Additionally, the
Contractor shall ship the INTELSAT equipment to and from remote test sites
(such as launch base and any offsite thermal vacuum and dynamics locations)
with the Contractors system test equipment and shall provide data line access
to such sites.

2.7         Visibility of Failures/Problems on Other Programs

INTELSAT shall immediately be provided with full visibility of all
technical/programmatic aspects of failures and problems occurring at component
(piece part), unit, subsystem, or system level on other programs, on ground or
in orbit, and of associated corrective actions that are relevant to the
INTELSAT spacecraft produced under this Contract. However, the Contractor

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may protect the confidentiality and commercial sensitivity of the Contractors
relationships with other customers. The identities of other customer programs
do not need to be revealed to INTELSAT, either directly or by inference, except
with the express permission of the respective customers.

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3.           QUALIFICATION PROCESS AND REVIEWS

3.1         Equipment Qualification

Prior to delivery for launch, all flight equipment shall be fully qualified
(with specified test margins and including all life testing amenable to
accelerated life testing and prolonged life testing which can be completed real
time prior to the contracted delivery date of the first flight spacecraft) for
all space flight environments to which it can be subjected as defined in
Exhibit D. If failures or anomalies occur during the subsystem or system level
test program, corrective actions will be permitted but shall be subject to
review and approval by INTELSAT. The Contractor shall repeat all, or such
portions of, system or subsystem level tests that are deemed necessary by
INTELSAT. Qualification of units shall be in accordance with the requirements
of the unit categorization (refer to section 3.1.2).

3.1.1      Definitions of Equipment Items and Qualification Status. At the
Effective Date of Contract, spacecraft equipment items and their qualification
status shall be as listed in Appendix 1. If for any reason, the Contractor
wishes to utilize a unit and/or subsystem with a different manufacturer and/or
qualification heritage than those defined in Appendix 1, prior INTELSAT
approval shall be required. This approval would be based on INTELSATs
assessment of the technical and schedule implications of the proposed change.

3.1.2      Substantiation of Qualification Status. Within one month after the
Effective Date of Contract, for each item of Category B, C, and D (see Appendix
1, to this Exhibit B,), the Contractor shall hold equipment categorization
reviews to substantiate the initial equipment categorizationThe Contractor
shall prepare and present manufacturing, qualification, and design summary
information and compatibility with the applicable contractual requirements in a
tabular format. This tabular summary shall cross-reference published
manufacturing design, analyses, and qualification documentation as necessary to
support these reviews.

This review will include battery cells and ancillary RF components.

Supporting detailed documentation covering the heritage equipment shall be
available for INTELSAT review to permit INTELSAT to independently verify that
the equipment qualification and design standards are compatible with Contract
requirements. In the event that existing information does not confirm full
compatibility with contract requirements, the category shall be changed.
Alternatively, the Contractor may propose for INTELSAT approval a program of
supplemental (delta qualification) tests and/or analyses activities that would
achieve full compatibility.

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If the Categorization Review concludes that the change from heritage design for
any equipment in Category B or C is minor, and if prior agreement is obtained
from INTELSAT, then the equipment CDR data package may cover only the changes
to the heritage design. However, the CDR meeting shall include a presentation
describing elements of the complete design.

The Contractor shall review equipment categorization during the program any
time there is a design change or a change in the applicable environment, or if
new information becomes available, that invalidates the existing category. The
equipment categorization shall be reviewed again at unit FDR or at unit
acceptance review to ensure that no changes occurred during the course of the
program, which may have invalidated the qualification status (refer to sections
3.2.3 and 3.3.6). The unit categorization list shall be part of the data
packages for the system PDR and system CDR.

If additional Spacecraft are procured, the Contractor shall hold equipment
categorization reviews to cover any equipments which were not included in the
initial Spacecraft, or for which there are changes in the equipment
requirements or design subsequent to the previous review.

INTELSAT will have full visibility on the status and results of equipment
protoflight testing performed for other programs, if they are applicable to
INTELSAT X.

3.1.3      Design and Readiness Review Requirements per Equipment Category. The
requirements for each unit category shall be as specified in Table 3.

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Table 3.     Types of Design and Manufacturing Reviews for Various Equipment
Categories

|                   |   |                    |     |                 |     |                  |              |                     |     |                   |     |  |  |  |  |  |  |  |  |  | 
|------------------ | - | ------------------ | --- | --------------- | --- | ---------------- | ------------ | ------------------- | --- | ----------------- | --- |  |  |  |  |  |  |  |  |  | 
|Equipment          |   | Preliminary Design |     | Critical Design |     | Manufacturing    |              | Final Design Review |     | Equipment        
|Category           |   | Review             |     | Review (Note 1) |     | Readiness Review |              | (Note 1)            |     | Acceptance Review
|                   |   |                    |     |                 |     |                  |              |                     |     |                  
|                   | A |                    | Yes |                 | Yes |                  | Yes          |                     | Yes |                   | Yes
|                   | B |                    | No  |                 | Yes |                  | Yes (Note 3) |                     | Yes |                   | Yes
|                   | C |                    | No  |                 | No  |                  | No           |                     | Yes |                   | Yes
|                   | D |                    | No  |                 | No  |                  | No           |                     | No  |                   | Yes
|Subsystem (Note 4) |   | Yes (Note 2)       |     | Yes             |     | Yes              |              | Yes                 |     | NA               
|System (Note 5)    |   | Yes                |     | Yes             |     | Yes              |              | Yes                 |     | NA               

Notes:



| | 1. |  | Life test data, where applicable shall be contained in these
reviews.                                                                                                    
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | If a subsystem contains only category C and D equipment
units, then no PDR for that subsystem needs to be held.                                                          
|
| | 3. |  | For Category B, only a delta MRR shall be required.                                                                                                                      
|
| | 4. |  | If a subsystem has been modified from one Spacecraft to
another, then a PDR, CDR and/or FDR shall be conducted in accordance
with the outcome of the corresponding EQSRs.
|
| | 5. |  | If a Spacecraft includes modifications from the initial
Spacecraft ordered, then a dedicated System PDR, CDR and FDR shall
be conducted.                                 

3.2         Design Reviews

Preliminary Design Reviews (PDRs) and Critical Design Reviews (CDRs) shall be
conducted at unit, subsystem, and system level as defined in Table 3. For each
unit and subsystem level design review, the Chairperson and the supporting
review committee members shall be selected by the Contractor or its
subcontractor. For unit level Critical Design Reviews, the review committee
shall include independent Contractor staff as detailed in 3.2.5.3 herein.

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Without relieving the Contractor of its responsibilities for efforts under this
Contract, the INTELSAT Project Manager will co-chair design reviews (PDR, CDR,
and FDR). The Contractor shall provide the logistics for these reviews, shall make the review
presentations, and shall provide the documentation as described within
Appendices 2 and 3 to Exhibit B.

The Contractor shall compile and maintain a uniform program listing of all
actions items. The status of these action items shall be tracked through
closure. Design Reviews shall be considered complete only after all action
items are closed and a Notification of Review Completion has been approved by
INTELSAT.

3.2.1      Preliminary Design Review (PDR). The purpose of the PDR is to allow
INTELSAT and the parties responsible for the item under review to agree on the
baseline concept, configuration, specifications, and preliminary design of that
item. The design review package shall be submitted in accordance with the CDRL
(Appendix 2, Section 2.3.1). INTELSAT shall have the right to approve the
review in accordance with 3.2.7 herein. The system PDR shall comprise a
comprehensive review of the spacecraft requirements and their flow down to the
subsystems and units.

A Spacecraft System Preliminary Design Review shall be held to address specific
requirements for each additional Spacecraft, when these requirements are
modified from the initial Spacecrafts requirements.

3.2.2      Critical Design Review (CDR). The purpose of a CDR is to allow INTELSAT
and the parties responsible for the item under review to agree on the adequacy
of the unit, subsystem, and system design, performance, and test plans.
INTELSAT shall have the right to approve the review in accordance with 3.2.7
herein.

CDRs shall be held for all equipment after completion of development tests, if
required for that item. New unit and subsystem designs shall comply with the
full requirements of a CDR. The CDR data package shall be submitted in
accordance with the CDRL (Appendix 2, Section 2.3.2).

A Spacecraft System Critical Design Review shall be held to address specific
requirements for each additional Spacecraft, when these requirements are
modified from the initial Spacecrafts requirements.

A preliminary version of the Mission Sequence of Events shall be included in
the data requirements of the Spacecraft System CDR.

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3.2.3      Final Design Review (FDR). The purpose of a FDR is to allow INTELSAT and
the parties responsible for the item under review to agree on the qualification
of the item based on qualification test results; the conformance of the item to Exhibit A
requirements based on test results, design studies and analyses; and any
modifications to the acceptance test plan for the item. INTELSAT shall have
the right to approve the review in accordance with 3.2.7 herein.

For all equipment categorization levels, flight equipment items shall not be
considered qualified for this spacecraft program until completion of the
relevant FDR. At the FDR, supporting detailed documentation covering
qualification of the equipment categories A, B, and C shall be available for
INTELSAT review to permit verification that the equipment qualification and
design standards are still compatible with Contract requirements and unaffected
by any changes that may have occurred during the course of the program.

For each additional Spacecraft, an FDR shall be conducted at the System level,
and for all subsystems and units which have changes in requirements and/or
design with respect to the initial Spacecraft.

3.2.4      Progression of Design Reviews. PDRs shall sequence from the System PDR
to subsystem PDRs to respective subsystem unit PDRs. The System PDR shall be
held prior to all subsystem and unit PDRs. Subsystem PDRs shall be held prior
to the PDRs of respective subsystem units.

CDRs shall sequence from unit level CDRs to the respective subsystem CDR and
then to the System CDR. FDRs shall sequence from unit level FDRs to the
respective subsystem FDR and then to the System FDR. No equipment CDR shall be
held before its PDR and outstanding action items have been completed. No
equipment FDR shall be held before its CDR (if required) and outstanding action
items have been completed. Before completion of any subsystem Critical or
Final Design Review, all units in that subsystem shall have completed their
corresponding Critical or Final Design Reviews and all corresponding action
items shall be completed.

The System Critical or Final Design Reviews shall not be completed until all
corresponding subsystem and unit Critical or Final Design Reviews have been
completed and outstanding action items have been completed.

3.2.5      Conduct of Design Reviews.

3.2.5.1   Design Review Board. A qualified Contractor Program System Engineering
Manager shall, along with the INTELSAT Program Manager or delegated individual,
co-chair the Design Review Board. Board members shall include representatives
of Program

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Management, System Engineering, responsible engineering activities,
Manufacturing, Product Assurance, procurement, INTELSAT representatives, and other technical specialists as
required to provide a comprehensive appraisal of the item design.

The Board shall make recommendations and assign action items that shall be
investigated ad resolved by responsible personnel.

For each scheduled review, copies of the design review package shall be sent to
each member of the review team who shall be responsible for:



| | 1. |  | Studying the data package carefully prior to the review
meeting.                                        
| | -- |  | --------------------------------------------------------------------------------------------------------
|
| | 2. |  | Notifying the responsible engineer of major discrepancies or
oversights discovered prior to the meeting.
|
| | 3. |  | Attending the meeting fully prepared to discuss the assigned
areas of responsibility.                   
|
| | 4. |  | If required, submitting written recommendations for improving
the design.                               

INTELSAT representative(s) may submit written recommendations and questions.
All design review recommendations and questions submitted by INTELSAT and
Contractor committee members shall be evaluated by the Contractor, and
responses to all recommendations and questions submitted shall be provided.
Responsibility for action items shall be assigned and a schedule for completion
of such items shall be included in the design review report.

3.2.5.2   INTELSAT Participation in Design Reviews. INTELSAT representative(s)
shall be included as member(s) of the Design Review Committee for Design
Reviews. However, INTELSAT may elect not to participate as members of the
Design Review Committees.

3.2.5.3   Independent Review Team. The Contractor is invited to establish an
independent review team, designated as the Red Team, to participate in all
system and subsystem design reviews. Unit level Critical Design Reviews
requiring Red Team participation shall be as mutually agreed during the
equipment categorization reviews or as events warrant during the program. The
participants in this team shall be senior level staff supplied by the
Contractor, and shall be either Contractor staff not assigned other duties on
this spacecraft program or shall be external experts. This team shall be
structured, organized, and qualified to provide an independent, expert
assessment of the review subject matter. In addition, if events warrant an

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independent expert assessment, INTELSAT shall have the right to request that
the Contractors Red Team participate in any review.

3.2.5.4   Design Review Notification. Transmittal of the data packages,
including a detailed agenda, date, time and location of the review, to INTELSAT
and to the Design Review Board members shall constitute design review
notification. The data packages and agenda shall be received at INTELSAT (ISPO
and HQ) at least two full weeks in advance of the scheduled PDRs and CDRs and
at least one full week in advance of the FDRs.

3.2.5.5   Data Packages. Data packages shall be prepared to support the design
review presentations. Generally, the packages for the PDRs, CDRs and FDRs
shall be structured to be standalone packages. However, for all CDRs, Category
C unit FDRs, and the system FDR, detailed materials (e.g., analyses provided as
appendices) provided at the respective PDR, which have not changed, need not be
resubmitted. For Category A and B unit FDRs and for all subsystem FDRs, the
data packages shall be comprehensive standalone packages. Each shall include
all design details, analysis data, qualification test results, design
verification test results, and all updated data from PDRs and CDRs. All data
packages shall comply with the requirements given in the CDRL description
(Appendix 2).

3.2.5.6   Presentation materials. Presentation materials used in the design
reviews shall be distributed to the participants immediately before the start
of each review. Presentation materials shall use updated data applicable, but
differences between the presentation and data packages shall be noted.

Recommendations on the design being considered shall be the immediate objective
of the design review; recommendations resulting from the course of the meeting
shall be submitted in writing to the chairperson. The chairperson shall close
the meeting with a summary discussion of the written recommendations and
assignment of action items and completion dates.

3.2.5.7   Minutes. Minutes of the design reviews shall be taken by the
Contractor. Minutes shall include a list of attendees, action items,
agreements, recommendations, updates and errata to the presentation material
and summary of issues. Minutes shall be signed by the Contractor and by
INTELSAT. Minutes shall be distributed to INTELSAT and all attendees in draft
form at the end of the review and officially transmitted within five (5)
working days after the review.

3.2.5.8   Design Review Reports. A written response to design review
recommendations and action items approved by the design review Chairman and
Program Manager shall constitute design review closeout. Each design review
report shall be signed by the Design Review Board Co-Chairpersons and the
Contractor program manager to signify concurrence. The closeout

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reports for all design reviews shall be submitted to INTELSAT for approval. Action items
that affect the performance or testing of the hardware shall be closed out
prior to the start of protoflight testing.

3.2.6      Review Design Analyses Requirements. The Contractor shall perform design
analysis on all Category A and B units, subsystems and systems and shall
provide to INTELSAT similar analyses and studies performed previously on
Category C and D units, subsystems, and systems. Copies of such analyses shall
be provided to INTELSAT upon request. The minimum scope of the analyses shall
be as specified in Appendix 3.

The Contractor shall submit Performance Verification Matrices at unit,
subsystem and system level specifying the performance verified by similarity,
by test, and by analysis.

3.2.7      INTELSAT Approval Rights. INTELSAT shall have approval rights on all
design reviews including submittal of the data package, completion of the
review, review meeting minutes, and action item responses. Where applicable
(as identified by INTELSAT or the Contractor at the respective design review),
design review action item responses shall be approved by a Red Team member
prior to transmittal to INTELSAT.

3.3         Other Reviews

The Contractor shall conduct other reviews as outlined in this section.
Notification of an upcoming review and all documentation pertinent to the
review and agenda, time and location shall be submitted to INTELSAT at least 5
working days prior to the review. Review meetings shall be attended by
cognizant Contractor Engineering and management representatives. Minutes and
action items shall be signed by the Contractor and INTELSAT and provided to
INTELSAT in draft form at the end of the review. Minutes and action items
shall be formally submitted in a summary report to INTELSAT no more than 5 days
following the respective review.

3.3.1      Manufacturing Readiness Reviews (MRR). MRRs shall be conducted prior to
the start of manufacturing of flight hardware for all category A and B
equipment, and delta MRRs shall be conducted prior to the start of
manufacturing of flight hardware for all category B equipment. These reviews
shall consider the status of design reviews, materials and processes,
facilities, manufacturing plans, and flow down of product assurance
requirements. For category C and D, and the need of an MRR will be determined
at the categorization review (Section 3.1.2).

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For any additional Spacecraft procured, the MRR shall be conducted for any
equipment which has changes in requirements or design with respect to the
initial Spacecraft.

3.3.2      Test Procedure Reviews (TPR). To permit the timely incorporation of
changes, test procedures shall be reviewed in advance of the start of any
qualification testing and any acceptance testing. These reviews shall consider
the completeness and accuracy of test procedures, the flow-down of requirements
into the test procedures, and test pass /fail criteria. These reviews shall be
held at least two weeks prior to the start of the respective testing.

3.3.3      Equipment Test Readiness Reviews (TRR). Test readiness reviews shall be
conducted prior to the start of qualification testing (QM or PFM) of Category A
and B equipment and prior to acceptance testing of all equipment (category A,
B, C, D). These reviews shall consider the readiness of equipment to be
tested, impacts of any relevant design review action items, and the review
shall determine whether the test may properly proceed. The reviews shall cover
test plans, test procedures, test criteria, test equipment, test software, test
facilities, and data management procedures.

3.3.4      Subsystem and System Test Readiness Reviews (TRR). (Refer to Appendix 2
of this Exhibit B, subsection 2.4.3) Test Readiness Reviews shall be conducted
prior to major subsystem test activities, and prior to all major spacecraft
test activities (such as integrated subsystem and system ambient reference
performance, subsystem and spacecraft dynamics, subsystem (if applicable) and
spacecraft thermal vacuum, integrated subsystem and system ambient final
performance, repeater/antenna range performance, TC&R antenna range
performance, health checks). These reviews shall consider readiness of flight
hardware, test equipment and software, test predicts (based on unit test data),
test facilities, test plans and procedures, data management arrangements, and
the status of any anomalies or action items that have a bearing on the upcoming
test activity.

3.3.5      Post Test Reviews (PTR). Post test reviews shall be conducted as soon as
possible following the completion of each subsystem and system test activity.
These reviews shall include summaries and analyses of the test data, including
trend analyses, a review of all anomalies encountered during the test and their
resolution status, deviations and waivers, and review of the conduct of the
test for any lessons learned. Formats for the presentations of data shall be
subject to ISPO approval.

3.3.6      Equipment acceptance review. The Contractor shall review the test data
of all units prior to their being shipped from subcontractors and installation
on the spacecraft. These unit reviews shall include failure report closure.
The reviews shall also include the review of unit acceptance test data and
certification of the qualification status of the unit. The review shall

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permit reassessment of the categorization reviews and verification that the equipment
qualification and design standards are still compatible with Contract
requirements and unaffected by any changes occurred during the course of the
program. All test data shall be made available to INTELSAT at the time of the review.
INTELSAT shall have the right to participate to such reviews but may elect not to participate.

Unit qualification and acceptance review for category A and B equipment can be
held as part of the FDR. Test data shall be delivered to INTELSAT at least one
week prior to the review, in accordance with the CDRL.

3.3.7      Detailed Data Reviews. Detailed data reviews shall be held during the
course of testing so that Contractor systems engineering, I&T engineering, and
INTELSAT may concur on readiness to break a test configuration, readiness to
move to another test phase, or on any retest requirement. The purpose of these
reviews shall be to assure test data validity in a near-real time manner.
Executed procedures, non-processed test results, processed test results,
anomaly reports, and daily activities logbooks shall be made available to
INTELSAT for review. These reviews shall not be subject to formal submittals.
It is intended that all data shall be reviewed by cognizant Contractor staff
and by INTELSAT prior to the formal post test review.

3.3.8      Shipment Readiness Review (SRR). This review shall be conducted at the
completion of spacecraft acceptance testing and shall cover hardware status,
deviations and waivers to performance specifications, and status of all other
CDRL items. The review shall also include mission operation readiness and
launch campaign planning. SRRs shall all also be held for major modules and
subassemblies originating from locations other than the S/C integration
facility. It can be combined with the equipment acceptance review.

3.3.9      Spacecraft Pre-Fueling Review. This review shall be conducted following
launch site functional testing and just prior to spacecraft transfer to the
fueling facility. Results of functional testing, battery charge status, and
any required launch vehicle compatibility tests shall be reviewed to confirm
agreement by the Contractor and INTELSAT that the spacecraft is ready to
proceed with fueling and final launch activities. Additionally, any actions
from the SRR scheduled for completion before spacecraft fueling shall be
reviewed and confirmed closed.

3.3.10   Launch Readiness Reviews (LRR). This review shall be conducted at the
launch site by the Contractor, upon completion of launch site functional
testing and S/C fueling. The review shall cover the flight readiness of all
spacecraft subsystems and launch mission support plans. Upon successful
completion of this review and after the final weighing of the spacecraft,
INTELSAT will certify that final acceptance and delivery (per Article 14 of the
Contract) have occurred.

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3.3.11   Test Review Boards (TRB). INTELSAT shall have the right to participate
in all pre- and post-test review boards.

3.3.12   INTELSAT Approval Rights. INTELSAT shall have approval rights on the
Other Reviews (paragraphs. 3.3.1 - 3.3.11) including, completion of the review,
review meeting minutes, and action item responses.

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4.           PROGRAM MANAGEMENT REQUIREMENTS

4.1         Scope and Responsibilities

This section defines the specific services to be performed by the Contractor in
the management of the program, the interfaces between the Contractor and
INTELSAT, and the management information to be provided by the Contractor to
permit INTELSATs evaluation of program progress, including milestone payment
status, schedule, and performance.

4.2         Program Management Organization

4.2.1      INTELSAT Management Organization. The resident INTELSAT Spacecraft
Program Office (ISPO) will be the primary technical point of contact between
the Contractor and INTELSAT for technical management of this spacecraft
Contract. An ISPO will be established in and/or nearby the Contractors
facility. This on-site team is intended to consist of approximately 10
INTELSAT staff.

The ISPO team will be managed by the INTELSAT Spacecraft Program Manager who
will be responsible for ensuring that all technical and programmatic
requirements of the spacecraft program are satisfied and will have the
authority (and may delegate authority) to approve for INTELSAT on all review
boards and related documentation matters to which INTELSAT is a member.

An INTELSAT Contracts Officer will be identified who is responsible for
conducting contract negotiations, contract administration, and all
modifications to the spacecraft program (including waivers, deviations, and
contract change notices).

Upon request by INTELSAT, the Contractor shall provide at the Contractors
facilities, and collocated with the Contractors PMO offices, adequate office
space for up to 15 people to accommodate the on-site plus any temporary
(visiting) staff or consultants. This space shall include adequate lighting,
heating, ventilation, air conditioning, office furniture, and telephones. The
Contractor shall also provide such space for up to 3 people at major
subcontractors facilities, if requested by INTELSAT. All office space shall be
provided at the Contractors own expense. Office space at the Contractors
facility shall be available from EDC plus one month until one month past the
last spacecraft delivery. INTELSAT requested space at major subcontractors
facilities shall be available for the duration of the relevant major
subcontract activities.

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In Addition, at the Contractors facility, a room for a copying machine and a
facsimile machine (with Contractor provided telephone line connection), a room
for records storage and a library, a computer room, and a conference room shall
be provided. The Contractor shall also provide adequate parking spaces for
INTELSAT on-site personnel. INTELSAT personnel shall have 24-hours per day and
7-days per week access to such office space.

The Contractor shall provide adequate space and accommodations at all subsystem
and system test locations to facilitate real time on-site review of test
results by the Contractor and INTELSAT. Space, tables, chairs, power, and
voice line access shall be provided at subsystem and system test locations,
near the test conductors console, for INTELSAT data evaluation personnel.

4.2.2      Contractor Management Organization. The Contractor shall establish a
Program Management Organization (PMO) for this Contract to manage, coordinate,
and control all program activities, including those of the subcontractors and
suppliers. As a minimum, key personnel shall include the following:



| | 1. |  | Program Manager. This individual shall be assigned full time
to the program , and shall be responsible for the execution of the
Contractors tasks as defined in the Contract.                                                                                                                                                                                                                                                                                     
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Contracts Officer. This individual shall be responsible for
coordinating the Contract and modifications thereto on behalf of the
Contractor.                                                                                                                                                                                                                                                                                                                       
|
| | 3. |  | Systems Engineering Manager. This individual shall have
primary responsibility for all technical activities of the
spacecraft program from the initial Contract phase through the
post-launch support phase.                                                                                                                                                                                                                                                       
|
| | 4. |  | Product Assurance Manager. This individual shall be
responsible for all product assurance activities relating to the
Contract. This individual shall have unimpeded access to any top
company management and shall have independence in the overall
management structure, specifically from program, procurement, and
manufacturing operations, to be able to ensure that hardware
reliability, quality, and performance will not be compromised over
mission life.
|
| | 5. |  | Subcontracts Manager. This individual shall be responsible
for all subcontract activities.                                                                                                                                                                                                                                                                                                                                                                         

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| | 6. |  | Integration and Test Manager. This individual shall have
overall responsibility for all subsystem and system level
integration and test activities.       
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 7. |  | P/L Manager. This individual shall have responsibility for
all technical activities of the payload (repeater and antenna
subsystem).                      
|
| | 8. |  | PA P/L Manager. This individual shall be responsible for all
product assurance activities of the payload. He reports to the S/C
product assurance manager.

4.3         Program Management Plan

A program management plan for this Contract shall be submitted in accordance
with the CDRL (Appendix 2 to this Exhibit B).

4.4         INTELSAT/Contractor Relations

The resident INTELSAT Program Office (ISPO) staff will provide the on going,
day-to-day, technical and programmatic interfaces with the Contractor. The
Contractor shall cooperate with INTELSAT representatives and shall ensure that
such cooperation is extended by all Subcontractors. The INTELSAT (ISPO)
Program Manager will have the authority for all technical decisions and
approvals on the program, including those, which require additional formal
Contractual approval via the INTELSAT Procurement Division (e.g., CCNs, RDWs,
invoices, etc.)

At Contract award, the Contractor shall promptly obtain all necessary
government clearances to provide unimpeded access to INTELSAT personnel to all
design information relating to the Contract.

The Contractor shall consider and treat all assigned command radio frequencies
and command address codes utilized for the spacecraft under this contract and
all on-orbit performance data for the spacecraft under this contract as
proprietary to INTELSAT. No information proprietary to INTELSAT shall be
released to third parties without INTELSATs prior approval in accordance with
the Terms and Conditions of this Contract.

In addition to formal contact and communication between INTELSAT and the
Contractor, the Contractors PMO shall arrange for cooperative, open, and
unimpeded informal contact and communication between ISPO personnel and their
counterparts in the Contractors organization.

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Technical facilities, data, and information used by the Contractor and its
subcontractors for the program shall be open to inspection and evaluation by
INTELSAT representatives at all reasonable times.

INTELSAT shall have unrestricted access to work in process and to technical and
status reviews, regardless of whether the activities are conducted during or
outside normal working hours. If a concern develops at any time, points of
contact in the PMO shall be those individuals designated in 4.2.2 herein,
depending on the nature of the concern. The Contractor shall ensure that, any
time spacecraft fabrication, integration and test activities are in progress
during non-business hours, a designated PMO representative is on call as a
point of contact.

Upon request, INTELSAT shall have unrestricted access to work in progress at
subcontractors locations.

All unit, subsystem, and system level test data shall be available for INTELSAT
to review at any time after the data is taken. Test data, which is required to
be delivered to INTELSAT via the Test Data Handling System (TDHS), shall be
transmitted electronically in accordance with Section 10 of this Exhibit B and
in accordance with Exhibit D. If requested by INTELSAT, hard copy test data
shall be delivered within 24 hours to a location specified by INTELSAT.

INTELSAT shall also be provided a communications line connection to spacecraft
system level real-time telemetry data for checkout of INTELSAT ground network
functions. INTELSAT will provide the hardware to process telemetry data.
Access to telemetry data shall be on a non-interference basis with spacecraft
testing.

4.5         Documentation Management

4.5.1      General. The Contractor shall establish and maintain a system for
documentation and test data control for the spacecraft program. This system
shall provide for: 1) methods for document/test data preparation, review and
formal release; 2) control of document/test data changes; 3) document/test data
storage and retrieval; 4) document/test data distribution; and 5) interfaces
with INTELSAT regarding document/test data submission.

4.5.2      Test Data Handling System. The Contractor shall supply a Test Data
Handling System for test data acquisition, formatting, validation, storage, and
digital transmission to INTELSAT. This system shall conform to the
requirements specified within this Exhibit B.

4.5.3      Data Management Plan. The Contractors general data management system
(including test data management) shall be described in a Data Management Plan
which shall be

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submitted as part of the Program Management Plan. All data
under this Contract shall be managed in accordance with the Data Management
Plan.

4.5.4      Configuration Management Program Requirements. The Contractor shall
establish and implement a Configuration Management Program to ensure that
adequate definition and control of designs and equipment configurations are
maintained during all Contract phases. The program shall include requirements
and procedures relative to configuration control, change control, drawings, and
specifications. The details of the program shall be included in the Product
Assurance Plan.

4.5.4.1   Organization and Interface Responsibilities. The Contractor shall
designate one person as a single focal point for all matters pertaining to
configuration and data management. The responsibilities for interfaces with
design, manufacturing and Quality Assurance functions shall be clearly
described. A formal Change Control Board (CCB) shall be established for the
review and approval of changes to all configuration documentation following
initial release. For all changes with the potential to affect compliance with
Contractual Requirements, INTELSAT approval shall be required throughout the
CCN and RDW process specified herein in Section 4.10.

4.5.4.2   Program Requirements. The Contractor shall establish and maintain a
configuration management and control system for all equipment and software that
is designed, manufactured, tested, and delivered as part of the Contract and
for all software used in the testing thereof. The system, policies, and
procedures shall be described in the Product Assurance Plan. As a minimum,
this system shall provide for the following:



| | 1. |  | Continual document control of the spacecraft configuration,
at all levels of hardware and software assembly, integration, and
testing;                  
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Effective integration of approved changes to, and systematic
control of, departures from the baseline configuration;                                    
|
| | 3. |  | Verification that the manufactured configuration complies
with the appropriate design baseline and the appropriate issue of
specifications and drawings;
|
| | 4. |  | Specification of necessary configuration control requirements
and constraints on subcontractors and suppliers;                                          
|
| | 5. |  | Definition of spacecraft performance and design by a system
of specifications and drawings;                                                             

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| | 6. |  | Maintenance of specification and drawing trees and work
breakdown structures;
| | -- |  | -----------------------------------------------------------------------------
|
| | 7. |  | Control of interfaces; and                                                   
|
| | 8. |  | Configuration traceability between the part level and the
system level.      

For non-flight hardware (e.g., engineering models), as a minimum, traceability
of changes from its baseline design shall be maintained.

4.5.4.3   Documentation. The Configuration Management function shall as a
minimum produce and maintain the following records:



| | 1. |  | Indentured parts lists containing all levels of hardware from
piece parts to the complete satellite;
| | -- |  | ----------------------------------------------------------------------------------------------------
|
| | 2. |  | Specification and Drawing Trees;                                                                    
|
| | 3. |  | As Designed and As Built Lists;                                                                     
|
| | 4. |  | A running record of the difference between the As Designed
and As Built lists;                      
|
| | 5. |  | The qualification status of all hardware;                                                           
|
| | 6. |  | Configuration Index List (CIL); and                                                                 
|
| | 7. |  | Listings of all equipment installed on the spacecraft by
serial or lot number.                      

All equipment installed on the spacecraft shall be listed by serial or lot
number. However, accumulation of minor items (fasteners, brackets and the
like) may be reported as part of assembly documentation. It shall be possible
at any point in time to determine the exact configuration of the partially or
fully assembled spacecraft down to the least significant installed item.

The configuration index list (CIL) shall provide details down to the lowest
serialized item above the piece part level for flight hardware. Subcontracted
hardware will be reported in the same
manner. Reconciliation of as-designed configuration versus as-built
configuration shall be performed down to the least significant installed item
on the spacecraft.

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The Contractor shall establish and maintain a database of
failures/non-conformances occurring on the program to provide effective means
of retrieval of data to support status reporting, trend analyses, failure
assessments, and determination of the Nonconformance Control System
effectiveness. A database for flight hardware configuration shall also be
maintained reflecting as built versus as designed information, next higher
assembly, lower indentured levels, item name, item number and serial number.

Provisions shall be made for the electronic delivery of hardware configuration
(Configuration Index List data) and failure/nonconformance data to INTELSAT.
The Contractor shall deliver this information at least on a monthly basis.

The nomenclature and terminology used in the failure database shall be
consistent with that used in the configuration database.

As an alternative to electronic delivery, hard copies of all failure reports
and nonconformance reports at the unit level and above can be used and shall
then be delivered to INTELSAT.

4.5.5      Submission Criteria. Contractually deliverable documentation shall be
submitted under one of the following criteria in accordance with the CDRL:



| | 1. |  | For Information: Routine documentation, which will be
evaluated by INTELSAT to determine current program status, progress
and future planning requirements. A formal INTELSAT response is not
required, but INTELSAT may elect to provide comments.                                                                                                                                                                                                                                                                                                 
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | For Review: Documentation to be evaluated by INTELSAT (ISPO)
for technical acceptance or rejection prior to its intended use. In
the event that the information submitted fails to meet contractual
requirements, INTELSAT will respond to documents for review within
10 working days of receipt at the INTELSAT Spacecraft Programs
Office.                                                                                                                                                                                                       
|
| | 3. |  | For Approval: Documentation that requires written approval
from an INTELSAT Contracting Officer before its acceptance or
intended use. Approval of any documentation is understood to mean
permission to proceed but is not to be construed in any way as
relieving the Contractor of any contractual obligation. INTELSAT
will approve the document or ask for resubmission within 10 working
days of its receipt at INTELSAT. Provisions shall be made for
INTELSAT signature on the cover of documents for Approval. If the
Contractor proceeds

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| |  |  | without INTELSAT approval at those approval
points specified in the Contract, it does so at its own risk.
| |  |  | ---------------------------------------------------------------------------------------------------------

Revision to any contractually deliverable document shall be subject to the same
submission criteria as applied to the initial release of that document.
INTELSAT may request a resubmission of all or part of any document not
conforming to its contractual definition. Resubmission shall require the same
type of concurrence as the original document.

The Contractors procedures for handling documentation for Approval and Review
shall be described in the Data Management Plan.

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4.6         Meetings

The major Contract meetings are summarized in Table 4.

Table 4. Meetings Conducted or Participated in by Contractor

|                                                          |  |          |  |                                                                          
|--------------------------------------------------------- |  | -------- |  | -------------------------------------------------------------------------
|Meeting                                                   |  | Date     |  | Place                                                                    
|                                                          |  |          |  |                                                                          
|Contract Kickoff Meeting                                  |  | ******** |  | Contractors facility                                                    
|Equipment Qualification Status Review                     |  | ******** |  | Contractors facility                                                    
|Working Level Engineering and Program
Management Meetings |  | ******** |  | Contractors facility                                                    
|Quarterly Progress Meetings                               |  | ******** |  | Contractors facility (or
INTELSAT Headquarters if
requested by INTELSAT)
|Senior Management Meetings                                |  | ******** |  | INTELSAT Headquarters                                                    
|Progress Meetings with Major
Subcontractors               |  | ******** |  | Subcontractor facilities                                                 
|Design Review Meetings                                    |  | ******** |  | Contractors/subcontractors
facilities as appropriate                    
|Manufacturing Readiness and Test
Readiness Reviews        |  | ******** |  | Contractors/subcontractors
facilities as appropriate                    
|Post Test Reviews                                         |  | ******** |  | Contractors/subcontractors
facilities as appropriate                    
|Equipment acceptance reviews                              |  | ******** |  | Contractors/subcontractors
facilities as appropriate                    
|Shipment Readiness Review                                 |  | ******** |  | Contractors facility                                                    
|Launch Readiness Review                                   |  | ******** |  | Launch site (in
accordance with option
selected by INTELSAT)             
|Meetings with launch service contractors                  |  | ******** |  | As appropriate (in
accordance with option
selected by INTELSAT)          

4.6.1      Contract Kickoff Meeting. Within 3 weeks after the Effective Date of
Contract, the Contractor shall conduct a contract kickoff meeting. The purpose
of this meeting is to confirm the spacecraft configuration and program
requirements. An additional purpose is to

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discuss and define the details of
implementing cooperative working procedures and arrangements between ISPO and
the Contractor.

Topics to be covered at the Contract Kickoff Meeting shall include the
following:



| | 1. |  | Formal communication requirements and formats;                                                                                                                                                                                                   
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Contractors organizational charts with specific names of all
key individuals;                                                                                                                                                                   
|
| | 3. |  | Arrangements for ISPO access to documentation, work in
progress, and informal technical discussions;                                                                                                                                             
|
| | 4. |  | The organization, scope, and frequency of management,
technical, and review meetings;                                                                                                                                                            
|
| | 5. |  | System/subsystem-level budgets reflecting the performance
commitments and predictions provided by the Contractor prior to
contract award and demonstrating the ability of the proposed design
to meet all Exhibit A performance requirements; and
|
| | 6. |  | System and subsystem-level schedules and procurement
schedules for all units listed in Appendix 1 to Exhibit B,
Equipment Suppliers and Categorization List.                                                                                   

4.6.2      Quarterly Progress Meetings. (Refer to Appendix 2 of this Exhibit B,
Section 2.2) The Contractor shall organize and conduct, under the chairmanship
of a PMO member, regular technical and program meetings at which INTELSAT
representatives will participate. These meetings shall cover reviews of
overall program status, hardware deliveries, schedules, planning, major
technical problem areas, system budgets, product assurance activities, action
items status, any contractual/financial issues, and any proposed Contract
changes and any requests for deviations or waivers. In addition, these
meetings shall include open discussions of appropriate courses of action for
maintaining the integrity of the program with the intent of achieving mutual
agreement on such courses of action.

Presentation materials shall be delivered to INTELSAT at least 5 working days
before the meetings.

4.6.3      Senior Management Meetings. Senior Management Meetings shall be
conducted at six-month intervals between the Contractor and INTELSAT senior
management to discuss the

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Contractors progress and related matters. The venue
of these meetings shall normally be INTELSAT Headquarters in Washington, D.C.

The ISPO Program Manager and the PMO Program Manager may jointly prepare the
presentation for this meeting based on the agenda identified by the senior
management staffs of both organizations.

4.7        Review Meetings

The Contractor shall conduct reviews as specified in Section 3 of this Exhibit.
The Contractor shall be responsible for the reviews. INTELSAT approval rights
shall be as specified in Sections 3 and 4.

The Review Chairperson(s), with the assistance of the review committee, shall
conduct the review and shall prepare and issue a Review Summary Report which
shall include the purpose of the review and its conclusions and a list of
action items.

If the review process reveals further activities that need to be conducted
before the review requirements can be said to be fully met, specific Action
Items may be placed by and/or on the Contractor or INTELSAT. All Action Items
shall be reviewed and accepted by the appropriate organization at the
conclusion of the review meeting. The ISPO and PMO will retain ultimate
responsibility for the closure of Action Items accepted by their organizations.

The PMO shall be responsible for ensuring the timely completion of Action Items
and for tracking and reporting their status. Responses shall be addressed to
the Review Chairperson who is responsible for their evaluation and disposition.
A review shall be considered conducted when the review chairperson issues the
review summary and INTELSAT has approved the review summary. A review shall
not be considered completed until after all Action Items taken at the review
meeting have been closed by INTELSAT. Review Summary Report, Action Item, and
Notification of Review Completion submittals shall be in accordance with the
CDRL (Appendix 2 of this Exhibit B).

4.8         Program Schedules

The Contractor shall conduct program schedule monitoring and analysis and
provide INTELSAT with various program activity networks and schedule charts to
assist in the forecasting of and preparation for critical program events, as
well as for progress evaluation. For each Spacecraft, the Contractor shall
prepare and maintain schedules in logic network format and in Gantt chart
format derived from logic network schedule analyses. The logic networks shall
be constructed

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using methods and schedule inputs, which shall indicate the
critical path elements of the program.

A minimum of five types of schedules (as described in 4.8.1  4.8.5) shall be
updated and formally submitted to INTELSAT on a regular basis (but not less
frequently than monthly) and as significant changes occur. Throughout the
program, all schedule information shall be continuously available to INTELSAT
on an informal basis.

4.8.1      Level I Spacecraft Schedules. These schedules shall provide a summary
overview of each spacecraft with each spacecraft shown on a single page. Only
top level activities and critical program events shall be shown. Generally,
these schedules shall show a line item for each spacecraft subsystem and/or
major spacecraft assembly and line items for major spacecraft level integration
and test activities. These schedules shall be updated and included in the
Quarterly Progress Report.

4.8.2      Level II Spacecraft Schedules. These schedules shall consist of a series
of bar or Gantt charts for each spacecraft. For hardware manufacturing and
related efforts, theses schedules shall indicate activities down to the unit
(major equipment) level. For spacecraft integration and test activities, these
schedules shall provide a breakdown to a level that can typically be shown on
one page. Granularity of these schedules shall be such that progress can be
assessed at least on a weekly basis. For activities lasting longer than one
month, intermediate milestones shall be defined. Updates shall be provided
whenever significant schedule changes occur, but at least monthly. These
schedules shall also be updated and included in the Quarterly Progress Report.

4.8.3      Level III Short Term Activity Schedules. These schedules shall show the
significant program activities/ events planned for the current plus the next
two months for all spacecraft. Such significant events may include design and
test and data reviews, unit qualification and acceptance tests, system level
tests, analyses, hardware milestones, etc. These schedules shall be updated
and provided at least on a bi-weekly basis. These schedules shall also be
updated and included in the Quarterly Progress Report.

4.8.4      Level III Satellite Integration and Test Schedules. These schedules
shall consist of a series of bar or Gantt charts for each spacecraft covering
integration and test activities for the spacecraft platform, the spacecraft
communications repeater, and spacecraft system level. Granularity of these
schedules shall be such that progress can be assessed on a day-by-day basis.
These schedules shall be updated whenever significant changes occur, but at
least on a weekly basis during the respective integration and test activities.
These schedules shall be updated and provided to the ISPO and INTELSAT
Headquarters whenever updated.

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4.8.5      Tabular Schedule of Meetings and Reviews. This schedule shall
consist of a tabular listing (in date sequence) of program meetings and
reviews. It shall be prepared in a
Microsoft Excel or Word format and shall show all system, subsystem, major
unit, and integration and test reviews (e.g., design reviews, TPRs, TRRs, MRRs,
data reviews, etc.) and Quarterly Progress Meetings. This listing shall be
updated whenever significant changes occur, but at least on a weekly basis.
Each update shall be provided to the ISPO and to INTELSAT Headquarters in
electronic format.

4.8.6     Status of Critical Units. In addition to the schedules described
above, the Contractor shall provide a current, informal status of all major
subcontract items, critical equipment units, and other critical path items.
The schedule status of these items shall be reviewed with INTELSAT at the
weekly Engineering Meetings, or more frequently if warranted by schedule
changes (e.g., during system integration and test phases). Subcontract items
may utilize the subcontractors unedited schedule submissions to the
Contractor. Status of items supplied directly by the Contractor may be
illustrated by other working schedules prepared by the Contractor. Schedule
materials provided only for the purpose of the weekly Engineering Meetings
shall be informal submissions to INTELSAT at the respective meeting.

4.8.7     Schedule Conflicts. The schedules prepared by the Contractor
shall clearly indicate all known potential conflicts, which could impact
spacecraft delivery. Schedule conflicts shall consider any potential
conflicting needs for resources by another program including the impact of
potential late availability of items within and outside of this Contract.

4.9     Program Milestone Payment Status

The Contractor shall present to INTELSAT in the Quarterly Progress Reports,
tables and graphs of the actual and anticipated invoice submittals of contract
payment milestones as described below.

4.9.1     Submitted Invoices. The Contractor shall present a table of
milestone payment invoices that have been submitted during the program up to
the month of issue of the table. The table shall contain at least the
following columns:



| | 1. |  | Milestone identification number;
| | -- |  | --------------------------------
|
| | 2. |  | Milestone description;          
|
| | 3. |  | Invoice date;                   

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| | 4. |  | Milestone dollar amount; and
| | -- |  | ----------------------------
|
| | 5. |  | Amount approved.            

The amount approved should be summed by month, year and program to date.

4.9.2      Anticipated Invoice Submittals. The Contractor shall present a
table of anticipated milestone invoice submittals for a period of one year from
the month of issue of the table. The table shall contain at least the
following columns:



| | 1. |  | Milestone identification number;                                                               
| | -- |  | -----------------------------------------------------------------------------------------------
|
| | 2. |  | Milestone description;                                                                         
|
| | 3. |  | Value;                                                                                         
|
| | 4. |  | Anticipated (realistic) invoice date (coordinated with
schedule, analysis and production task).

The milestone values shall be summed by month and provided to INTELSAT in
accordance with the CDRL (Appendix 2 of this Exhibit B)

4.9.3      Milestone Payment Status Graphs. The Contractor shall present a
graph of cumulative milestone values over the entire program duration,
indicating the Partial Payments Plan amounts, and the cumulative amounts
approved to date.

4.9.4      Reporting of Payments. In accordance with Article 52 of the
Contract entitled Reporting of Payments, the Contractor shall have its
auditors certify to INTELSAT annually that any gratuity (exceeding $100 US)
which has been given to any INTELSAT official in connection with this contract
has been reported to INTELSAT.

4.10      Management of Contract Changes

The Contractor shall establish and maintain a system for managing the following
types of changes to the INTELSAT Contract:



| | 1. |  | Change to Technical Requirements;
| | -- |  | ---------------------------------

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| | 2. |  | Change to the Scope of Work (additions or deletions); and
| | -- |  | ---------------------------------------------------------
|
| | 3. |  | Change to the Delivery Requirements (schedule).          

4.10.1   Preliminary Change Assessment. Prior to formal request for
change, the Contractor shall provide to INTELSAT a preliminary change
assessment which includes the following: 1) a brief description of the change;
2) a rough order of magnitude (ROM) of the cost impact of the change; 3) an
estimated schedule impact; and 4) other special programmatic considerations,
including time required for a response. INTELSAT will evaluate the preliminary
change assessment and advise the Contractor whether to proceed with a detailed
proposal.

4.10.2   Contract Change Notice (CCN). Any contract change, whether
initiated by the Contractor or at INTELSATs request, shall be submitted to
INTELSAT for approval using a Contract Change Notice form. The information to
be included on a CCN form is given below:



| | 1. |  | A unique reference number (e.g., Contract
Designation-CCN-00x);                                               
| | -- |  | --------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Date of submittal;                                                                                            
|
| | 3. |  | Identification of organization requesting the change, as well
as description and justification for the change;
|
| | 4. |  | A detailed description of the envisaged tasks in the form of
a brief statement of work;                       
|
| | 5. |  | A statement of schedule impact;                                                                               
|
| | 6. |  | Cost/price breakdown for the proposed change (increase or
decrease);                                          
|
| | 7. |  | Suggested contract language revision as applicable;                                                           
|
| | 8. |  | Proposed implementation date and                                                                              
|
| | 9. |  | Copy of all relevant Contract or Exhibit pages in their
original form and proposed amended form.              

4.10.3   Review and Approval of Contract Change Notice. INTELSAT will
notify the Contractor of its acceptance or rejection of a CCN within the time
limits defined in Article 18 of the Contract Terms and Conditions. Whenever
the proposed CCN implementation date is

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deemed critical, INTELSAT shall be so
notified, and a specific response date requested of INTELSAT by the Contractor.

If the Contractor implements a change prior to obtaining INTELSAT approval,
this shall be at the Contractors own risk.

4.10.4   Waivers and Deviations. If, during the execution of the
Contract, the Contractor desires to depart from the requirements in the
Contract for a specific item or a limited number of items, a Request for
Deviation/Waiver (RDW) shall be submitted. Such requests shall comply with the
definition of Deviations and Waivers specified herein below.

An RDW shall contain at least the information defined as follows:



| | 1.  |  | A unique RDW reference number;                   
| | --- |  | -------------------------------------------------
|
| | 2.  |  | Title or subject of RDW;                         
|
| | 3.  |  | Affected equipment item name;                    
|
| | 4.  |  | Affected equipment item part number;             
|
| | 5.  |  | Affected requirement;                            
|
| | 6.  |  | Description of the waiver or deviation requested;
|
| | 7.  |  | Purpose or justification for request;            
|
| | 8.  |  | Date of issue;                                   
|
| | 9.  |  | Cost/schedule impact, if any; and                
|
| | 10. |  | Copy of affected Contract or Exhibit pages.      

A Waiver shall be defined as a specific written authorization to accept an item
of equipment which is found to depart from specified requirements but is
nevertheless considered suitable for use as is or after rework by an
appropriate method.

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A Deviation shall be defined as a specific written authorization, granted prior
to the manufacture of an item or equipment, to depart from a particular
performance or design requirement for a specific number of items or specific
period of time.

4.10.5   Review and Approval of an RDW. INTELSAT will normally notify the
Contractor of its acceptance or rejection of the RDW within ten (10) working
days of its receipt. If the reason for its rejection is lack of adequate
supporting documentation (or other evidence), the Contractor will be informed
within ten (10) days of receipt.

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5.           PRODUCT ASSURANCE REQUIREMENTS

The Contractor shall establish and implement a Product Assurance Program in
accordance with the requirements defined in Exhibit C.

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6.           SPACEFLIGHT EQUIPMENT REQUIREMENTS

6.1         General Manufacturing Requirements

The Contractor shall maintain adequate facilities and personnel resources to
sustain manufacturing, assembly, integration, handling and transport of
INTELSAT hardware at all levels during the course of the program. The
Contractor shall ensure that the standards of in-house, subcontractor and
supplier manufacturing are compatible with the requirements set forth in
Exhibit C of this Contract.

The Contractor shall ensure adequate documentation to describe all
manufacturing processes. All manufacturing documents shall be reviewed by
pertinent specialists prior to release for manufacture. Subsequent changes
shall also be reviewed and controlled through the Contractors document control
procedures.

6.1.1      Manufacturing Readiness Review (MRR). The Contractor shall hold
MRRs in accordance with Table 3. The MRR shall be a working review involving
those staff directly responsible for the manufacture of the equipment and those
staff directly involved in the equipment design and in the inspection of the
work. INTELSAT reserves the right to participate in any MRR. Manufacture of
the flight hardware shall not commence until the MRR is complete, unless
specifically authorized by INTELSAT.

6.1.2      Content of the MRR. The following documentation shall be provided
as part of the MRR data package:



| | 1. |  | Manufacturing flow diagram showing significant manufacturing
events in sequence and identifying relevant inspection points;
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Lists of materials and processes used;                                                                                     
|
| | 3. |  | Indentured drawing list for the item reviewed;                                                                             

The following documentation shall be made available for INTELSAT review at the
Contractors and vendors facilities:



| | 4. |  | Complete set of design and manufacturing drawings;                           
| | -- |  | -----------------------------------------------------------------------------
|
| | 5. |  | Complete set of planning documents (logbooks for parts
already manufactured);

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| | 6. |  | Part, material, process, and manufacturing control
procedures; and,
| | -- |  | -------------------------------------------------------------------
|
| | 7. |  | Any other documents needed to describe the manufacturing
process.  

6.2         Thermal Requirements

If data from a satellite in orbit indicates that the thermal subsystem for
spacecraft manufactured under this Contract will not meet its performance
specifications throughout the orbital design life, INTELSAT shall be notified.
Additionally, the Contractor, upon INTELSATs request, shall take the necessary
steps to ensure that the spacecraft not yet launched will meet these
requirements.

6.3         Battery Storage

When not used on the flight spacecraft, flight batteries and activated cells
shall be stored in accordance with mutually agreed procedures.

6.4         Command Security

************************************

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7.           SPACECRAFT CONTROL SIMULATOR

The Contractor shall deliver a complete real time Spacecraft Control Simulator
that shall provide software simulation of the spacecraft operating in transfer,
drift, and geosynchronous orbits. This simulator shall be suitable for use for
validation of flight control procedures, ground station operator training,
validation of the ground station software, anomaly investigations, and attitude
recovery training. As a minimum, the simulator shall provide for:



| | 1. |  | Simulation start up and initialization;                                                                                                                                                                    
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Simulation control;                                                                                                                                                                                        
|
| | 3. |  | Anomaly and failure injections;                                                                                                                                                                            
|
| | 4. |  | Command and telemetry processing;                                                                                                                                                                          
|
| | 5. |  | Dynamics simulation with internal and external disturbance
torques;                                                                                                                                        
|
| | 6. |  | Orbits simulation; and                                                                                                                                                                                     
|
| | 7. |  | Spacecraft subsystem simulation (including Telemetry and
Control, Attitude Determination and Control, Propulsion, Electrical
Power, Thermal Control, Mechanisms, and payload control and status
functions).

The Attitude Determination and Control subsystem shall contain high fidelity
models of the spacecraft dynamics with deployed and stowed appendages, attitude
sensors and actuators, and internal and external disturbances. All versions of
flight firmware/software shall be implemented as software routines and the
interface between the flight firmware/software and flight computer shall be
modeled accurately. Should any firmware/software changes on the on-board
flight computer occur after simulator delivery, the Contractor shall modify and
re-validate the simulator software.

The simulator shall have a non-real time or accelerated simulation capability
to simulate slow loops.

The simulator Orbit Model shall model the position of the spacecraft relative
to the Earth, Moon, and Sun. The Orbit Model shall include transfer, drift,
and geosynchronous orbits. The orbit shall be updated during Apogee Engine
firings based on the orientation and total change in velocity due to the burn.
It shall be possible to start a simulation from any orbit position at its
associated time, which may be different from the epoch defined for initial
orbital elements. The Sun, Moon, and Earth positions shall be modeled with
respect to the spacecraft and in accordance with the commanded startup and
epoch times.

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Availability of an Intermediate DSSS

The Contractor shall deliver an Intermediate DSSS in December 2001. This
intermediate version of the DSSS shall consist of a software deliverable only,
and will include a subset of the simulator software components (including the
TM/TC protocol and the SVE as a minimum) to allow Intelsat to test the DSSS-SCC
interfaces. A draft version of the DSSS User Manual and Installation Manual
will be also provided at this time. No installation support or training
courses will be provided for this version, neither will any warranty be
provided. Telephone assistance to aid bug identification and fixing will be
available.

Other subsystems shall be modeled as follows:



| | 1. |  | TC&R: The model shall include functional and anomaly
representations of all TC&R hardware. A primary function of the
TC&R model shall be to simulate the responses to commands in the
telemetry stream. Telemetry values from all the models in the
simulator shall be collected by the TC&R Subsystem Model formatted
into telemetry and provided to the INTELSAT ground system.                                                                                                                                                                                                                                                           
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Power: The model shall include spacecraft power
generation, storage, and distribution functions. The model shall
calculate the overall power balance. Power consumed by the
Communications and Propulsion Subsystems shall be modeled as a
function of time after the application of power.                                                                                                                                                                                                                                                                                                                                                 
|
| | 3. |  | Mechanisms: The model shall simulate the deployment
mechanisms of the solar arrays and antenna reflectors. This model
shall accept anomaly data for setting failure conditions. The model
shall output the stowed and deployment status to the Spacecraft
Dynamics Model for spacecraft attitude calculation and to the T&C
Subsystem for telemetry generation. The models shall output the
deployment status to the Power Subsystem Model for shadowing and
power generation calculations. Deployment of each mechanism shall
be initiated by its associated deployment command, unless it has an
anomaly condition set for that mechanism.
|
| | 4. |  | Propulsion: The model shall include the apogee
engines and the RCS of the spacecraft. It shall include all
thrusters, latching valves, and propellant tanks and lines. The
model shall calculate the thrust levels of all the thrusters, the
propellant mass, and the tank pressures.                                                                                                                                                                                                                                                                                                                                                       

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| | 5. |  | Thermal Control Subsystem model: The model shall
utilize an ESTAN node-based thermal model, in which each sensor and
temperature-dependent unit has a calculated temperature based upon
the state of neighboring heat-producing, dissipating elements and
spacecraft environment. Such ESATAN model shall provide an estimate
that the on-board temperatures are compatible with the theoretical
results predicted by the Critical Design Review of the spacecraft
thermal subsystem (the accuracy of such prediction is in the region
of +/-10°). The model shall take into account all effects due to
thermal radiation of the outside environment, radioactive heating
due to the Sun and cooling during eclipses. The model shall be
derived from the ESATAN CDR thermal model. Two different models
shall be provided:
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | TRANSFER phase with solar arrays partially deployed
| |  | - | ---------------------------------------------------
|
| |  |  | ON-STATION phase with all appendages deployed      



| | 6. |  | LAE firing: During the firings, the temperature shall be
simulated as follows:                        
| | -- |  | ------------------------------------------------------------------------------------------------------
|
| |    |  | From the beginning of the firing and during the firing,                                               
|
| |    |  | T = Tmax + (Tnominal  Tmax) d-t/r ,                                                                  
|
| |    |  | with       T = 0 at the beginning of the firing,                                                      
| |    |  | r = the time constant of the temperature evolution                                                    
|
| |    |  | At the end of firing, the soak back effect shall be modeled as a
step:                                
|
| |    |  | T = Tmax + (Delta)T during n seconds                                                                  
|
| |    |  | After these n seconds, the temperature decreases with a constant
rate down to the nominal temperature.
|
| |    |  | The User shall be able to define the Tmax and r (time constant)
values. This shall allow:             



| |  |  | To nominally simulate the actual selected motor
(using firing data not yet available)
| |  | - | -------------------------------------------------------------------------------------
|
| |  |  | To simulate thermal run-away cases for abort
practices.                              

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Capability to alter the SCID (TC and TM identifier).

The SCID is defined in four different places of the DSSS components:



| |  | In the on-board software which is in charge of the definition of the TM frame                                                                   
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | In the simulation of the SCU/TIF TC PROM which is in charge of the identification
of the TC                                                     
| 
| |  | In the EIF TM which is the DSSS software component in charge of the decommutation
of the TM frame (i.e. for synoptic visualization)             
| 
| |  | In the EIF TC which is the DSSS software component in charge of the conversion of
the symbolic TC (sent by the DSSS operator) into a bit stream.

The Contractor will provide the necessary tools to alter the SCID (TC and TM identifiers):



| |  | A simulator LNG sequence to patch the on-board software and to modify the
simulation parameters of the PROM TIF. This modification shall be performed
after the start of the simulation.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | A UNIX shell command performing the change of the EIF TC and EIF TM configuration
files. This change shall be performed off-line before stating a simulation run.                       

In general, no parameter shall be hard-coded (fixed in the design). Coding
shall allow the user to modify parameters on-the-fly (during the simulation).
These parameters shall include, but not be limited to, all hardware, software
logic, and dynamic modules.

The spacecraft simulator shall be implemented on a Contractor supplied and
mutually agreed computer platform (workstation and operating system). The
simulator shall be able to receive spacecraft commands a TCP/IP serial
interface. In addition, via the operators control console, the user shall be
able to formulate and execute any spacecraft command using the spacecraft
telemetry and command list. The simulator shall output an RS232 PCM (NRZL)
stream of telemetry at the same bit rate and with the same format as that
provided by the spacecraft, and shall also be capable of simultaneously
generating a stream of dwell telemetry. In addition the telemetry shall be
output via TCP/IP interface.

7.1         Design Reviews

The Contractor shall conduct three formal reviews of the Spacecraft Simulator.
All three shall be held at the Contractors facility. A Preliminary Design
Review (PDR) and a Critical Design Review (CDR) shall be held during the design
and development phases but no later than 10 and

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16 months, respectively, after
Effective Date of Contract. In addition, a Pre-Shipment Review
(PSR) shall be held 1 week before shipment of the simulator to INTELSAT. These
reviews shall be conducted as outlined in Section 3.2.5 of this Exhibit B.

The PDR shall cover Spacecraft Simulator Specification (analysis, methods,
equations, etc.), computer sizing analysis, and simulator development schedule.
The CDR shall cover detailed software flow diagrams, software descriptions,
and test plan. The PSR shall cover the simulator users manual, test results,
and equipment and data inventory.

7.2         Test Requirements

Tests of each model shall be performed. Results shall be compared to actual
hardware test results or analytical predictions when available, and an
acceptable degree of correlation shall be verified. The pre-shipment test
shall consist of verifying proper simulator response in each mode. A
post-shipment test shall also be performed to verify that the simulator is
functional at INTELSAT.

7.3         Documentation

Simulator documentation shall be delivered in accordance with the CDRL. The
following documentation shall be required:



| | 1. |  | PDR and CDR data packages;                              
| | -- |  | --------------------------------------------------------
|
| | 2. |  | PDR and CDR reports, including minutes and action items;
|
| | 3. |  | Simulator users manual;                                
|
| | 4. |  | Monthly progress reports; and                           
|
| | 5. |  | Pre-shipment test results.                              

The following data shall be supplied with the simulator:



| | 1. |  | Annotated software listings, including source code;                 
| | -- |  | --------------------------------------------------------------------
|
| | 2. |  | Each mathematical model used, with a detailed technical
description;
|
| | 3. |  | Interface drawings;                                                 
|
| | 4. |  | Hardware drawings for any custom hardware used by the
simulator;    
|
| | 5. |  | Computer hardware and software manuals;                             
|
| | 6. |  | Simulator users manual; and                                        
|
| | 7. |  | Pre-shipment test results.                                          

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7.4         Training

The Contractor shall conduct a comprehensive training course to instruct up to
three (3) INTELSAT staff in the operations and maintenance of the simulator.
The course shall be conducted at the Contractors facility prior to shipment of
the simulator to INTELSAT and shall combine classroom instruction with hands-on
training. The student material for the training course shall include, but not
be limited to, the simulator users manual, spacecraft orbital operations
handbook, and class handouts.

A second training program (for one week and up to ten (10) INTELSAT staff)
shall be conducted at INTELSAT headquarters after delivery, installation, and
checkout of the simulator. This training shall review the material covered at
the previous training and shall focus on hands-on use of the simulator.

7.5         Warranty

The Contractor shall guarantee the Spacecraft Simulator for ****** except for
the commercial computer hardware, operating system software, and peripheral
units. The warranty shall start after *********************************



| | 1. |  | Analysis of simulator anomaly reports issued by INTELSAT and
sent to the Contractor;
| | -- |  | ------------------------------------------------------------------------------------
| | 2. |  | Software corrections including modifications and validations;                       
| | 3. |  | Updates of documentation and of the configuration item data
list; and               
| | 4. |  | Generation and delivery of new software releases.                                   

All commercially available elements of the work station including work station
hardware, its operating system software/firmware, and peripheral unit hardware
and software/firmware and shall be covered by their manufacturers standard
warranties, which shall be extended by the Contractor until the units are
accepted by and installed at INTELSAT. The Contractor shall provide for the
transfer of these manufacturers guarantees to INTELSAT. INTELSAT, at its
option, shall be entitled to continue those guarantees outside of the scope of
this contract.

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8.           COMMUNICATIONS SIMULATOR

The Contractor shall deliver a complete Communication Simulator capable of
simulating each of the following transponder configurations one at a time.

***************
***************
***************

Reconfiguration from one configuration to another shall be achieved using
switches provided as part of the simulator. The switches to be used for
reconfiguration may be commercial grade (non-space qualified) switches.

The simulator shall contain communications payload equipment units, which shall
provide valid representations of the spacecraft communications channel
performances. The following communications equipment units shall be provided:

****************************************

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*************************

The simulator shall provide the capabilities for the inputting of
communications signals to a selected channel of interest and for the
observation of the outputs of that channel with its specified adjacent
channel(s) operating (those channels specified above for simultaneous
operation). The simulator shall contain equipment units representative of the
spacecraft units used for signal amplification, limiting, linearization, up and
down conversions, and multiplexing.

The Communications Simulator may utilize any available engineering model or
qualification model equipment, which has electrical performance identical to
the actual flight equipment. Breadboard models may be acceptable if it can be
demonstrated that they have the required electrical characteristics and are
constructed in a manner suitable for extended laboratory use.

The simulator equipment shall operate from 117 VAC primary power, and shall be
contained in standard 19-inch equipment racks no higher than 80 inches. The
HPAs shall be baseplate mounted with adequate thermal dissipation for the HPAs,
their power supplies, and RF loads. The thermal design shall be such that
operation of the simulator in a laboratory environment provides a valid
representation of the actual performance of the satellite equipment.

RF input and output ports shall be type N coaxial connectors. The simulator
outputs shall be coupled from the HPAs to provide a nominal +10 dBm (at
saturation) at the output panel connectors.

The simulator layout shall be such that connections to and from the simulator
and reconfiguration of its equipment (during the normal use of the simulator)
can be readily accomplished without disassembly of equipment from the
enclosure. The simulator shall provide means to command all functions of each
RF unit (e.g., gain adjustment, setting of the HPA operating point). All
command functions necessary for the operation of the simulator shall be
provided in a rack mounted control unit.

8.1         Design Reviews

The Contractor shall conduct three formal reviews of the Communications
Simulator. All three shall be held at the Contractors facility. A
Preliminary Design Review (PDR) shall be held during the design phase but no
later than 10 months after Effective Date of Contract. A Critical Design
Review (CDR) shall be held at the conclusion of the design phase. In addition,
a Pre-

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Shipment Review (PSR) shall be held 1 week before shipment of the simulator to
INTELSAT. These reviews shall be conducted as outlined in Section 3.2.5 of
this Exhibit B.

8.2         Communications Simulator Test Data

Ambient temperature test data for primary RF parameters shall be provided.
End-to-end data, taken across the operating frequency range, shall be provided
for the complete simulator channel and for each major functional unit within
the channel.

8.3         Documentation

Simulator documentation shall be provided in accordance with the CDRL. At the
time of Communications Simulator shipment to INTELSAT, the Contractor shall
deliver the following documentation: 1) simulator schematics and functional
block diagrams; 2) equipment layout drawings/photographs; 3) electrical
interface drawings; 4) hardware drawings (schematics, functional block
diagrams, and equipment layout) for any custom hardware used by the simulator;
5) simulator pre-shipment test data; and 6) simulator users manual.

8.4         Training

The Contractor shall conduct a comprehensive training course to instruct up to
three (3) INTELSAT staff in the operation of the simulator. The course shall
be conducted at the Contractors facility prior to shipment of the simulator to
INTELSAT. The course shall combine classroom instruction with hands-on
training. The student material for the training course shall include, but not
be limited to, the simulator users manual and class handouts.

A second training program (for up to 2 days and for up to five (5) INTELSAT
staff) shall be conducted at INTELSAT headquarters after delivery,
installation, and checkout of the simulator. This training shall review the
material covered at the previous training and shall focus on hands-on use of
the simulator.

8.5         Warranty

The Contractor shall guarantee the Communications Simulator for ******* except
for any commercial computer hardware, operating system software, and peripheral
units. The warranty shall start after installation in the INTELSAT premises or
one-month after the end of in-plant acceptance review. As a minimum, the
guarantee shall cover:

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| | 1. |  | Analysis of simulator anomaly reports issued by INTELSAT and
sent to the Contractor;
| | -- |  | ------------------------------------------------------------------------------------
| | 2. |  | Hardware corrections; and                                                           
| | 3. |  | Updates of documentation.                                                           

INTELSAT will remove, and return to the Contractor for warranty activity,
hardware that has been diagnosed as defective.

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9.           MISSION SUPPORT SERVICES

The Contractor shall assist INTELSAT in the preparation for the in-orbit
operations of the satellite and in its actual operation during at least the
first six months in orbit. Support for anomaly investigations, if required,
shall be provided for as long as the satellite remains in orbit.

9.1         Preparation for In-Orbit Operations

The Contractor shall provide the following to INTELSAT at dates to be
determined:



| | 1. |  | A detailed sequence of events defining all operations, from
beginning of the countdown through launch vehicle separation and
through earth pointing acquisition in synchronous orbit with all
appendages deployed including testing and validating. The commands
in the sequence of events shall be verified on a flight
representative spacecraft simulator and flight spacecraft;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Test plans and detailed test procedures for In-Orbit Test of
all subsystems.                                                                                                                                                                                                                                                                                                       
|
| | 3. |  | Operational procedures, including all commands and telemetry
verification points for on-orbit operations.                                                                                                                                                                                                                                                                          
|
| | 4. |  | Analysis of failures and/or anomalous events which might
occur during the transfer orbit, apogee injection, earth acquisition
and deployment phases and which could prove hazardous to the
mission.                                                                                                                                                                                
|
| | 5. |  | A set of detailed contingency plans and procedures with flow
diagrams and command sequences for corrective actions during
transfer orbit.                                                                                                                                                                                                                                          
|
| | 6. |  | A set of detailed contingency plans and procedures for
similar events, covering the on-station phase through end-of-life,
including those for reacquisition and recovery after triggering of
the on-board safety logic.                                                                                                                                                            
|
| | 7. |  | Preparation of transfer orbit mission burn plans and launch
windows, including, but not limited to, primary and back-up
strategies, sensor calibration windows and algorithms and penalties
for delayed apogee/perigee burns.                                                                                                                                                      

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9.2         Mission Reviews and Satellite Performance Reviews

The Contractor and INTELSAT will conduct mission-related reviews. Satellite
Performance Reviews will be conducted by INTELSAT after completion of the
in-orbit testing of the individual satellite prior to acceptance for operation.

9.2.1      Mission Readiness Review. INTELSAT will hold a Mission Readiness
Review prior to each launch. For launches conducted under Option 1 of Section
11.5, Contractor participation in this review is not required. For launches
conducted under Option 3 of Section 11.5 herein, INTELSAT staff will attend the
Mission Readiness Review at the Contractors facility.

9.2.2      Post-Mission Review. A review of each satellite mission will be
held by INTELSAT at either the INTELSAT Mission Control Center or the
Contractors facility following earth acquisition in geosynchronous orbit with
all appendages deployed. The location will be the same as for the Mission
Readiness Review. The Contractor shall participate in this review.

9.2.3      Satellite Performance Reviews. A Satellite Performance Review
will be held by INTELSAT within two weeks after completion of all in-orbit
tests of each satellite. The review may be held earlier if a major anomaly is
discovered or suspected. In such a case, the Contractors participation shall
be required; otherwise, Contractor participation is optional.

9.3         Mission Support Documentation

Mission support documentation shall be developed and submitted in accordance
with the CDRL (Appendix 2 to this Exhibit B).

9.4         Training of INTELSAT Operations Personnel

The Contractor shall prepare and present a comprehensive training course for
INTELSAT satellite operations staff. The course shall cover spacecraft design,
mission, operations, functional constraints, and detailed descriptions of the
Attitude Determination and Control, Propulsion, Telemetry, Command, Ranging,
Electric Power, Structure, Mechanism, Thermal, Antenna and Communications
subsystems.

The course shall consist of a two-week session held 6 months prior to the
launch of the first spacecraft. Each day of the course shall consist of two
three-hour sessions. The course shall utilize subsystem specialists as
instructors, and shall be held at INTELSAT headquarters in

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Washington, DC. Questions not answered during the course shall be responded to
within two days in writing.

The training material shall be submitted to INTELSAT for approval at least one
month prior to the presentation. Thirty sets of the printed documentation
shall be submitted to INTELSAT at least one week prior to the start of the
course. An electronic version of the training material, which can be
duplicated, shall also be delivered at least one week prior to the start of the
course.

9.5         Verification of Command Generator Equipment

The Contractor shall support a test, to verify the compatibility between the
command generation equipment to be used in INTELSAT TT&C ground stations and
the spacecraft during the Integrated System Test of the first flight
spacecraft. The test duration will not exceed 24 hours of spacecraft time
scheduled over a maximum of three days as mutually agreed between the
Contractor and INTELSAT.

9.6         Verification of INTELSAT Ground Processing Software

The Contractor shall provide recorded telemetry data and a copy of the actual
sequence of testing of the Integrated System Test performed during the data
recording. These test sequences shall include command functional performance,
deployments, positioning of antennas and other mechanisms, spin (or simulated
spin) testing, if applicable, etc. The recorded data shall be in raw serial
telemetry form on a medium agreed upon by INTELSAT.

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10.         TEST DATA HANDLING SYSTEM

The Contractor shall establish a Test Data Handling System (TDHS) which shall
interface with and provide data to INTELSAT-provided TDHS processing and
display equipment. Data designated by Exhibit D to be delivered shall be
delivered to INTELSAT equipment according to the timeliness requirements of
10.4 of this Exhibit B. Testing shall not be considered complete, and the test
configuration shall not be broken, until all test data is delivered to INTELSAT
Space Programs Office (ISPO).

The Contractor shall provide space, power, and data line access for
INTELSAT-provided TDHS data evaluation equipment. Additionally, the Contractor
shall ship the INTELSAT equipment to and from remote test sites (such as launch
base and any offsite thermal vacuum and dynamics locations) with the
Contractors system test equipment and shall provide data line access to such
sites.

The Contractor shall allow INTELSAT use of the current versions of TDHS data
evaluation software tools, which will be used on INTELSAT-provided computers.

10.1      Required TDHS Capabilities

The Contractor shall establish a Test Data Handling System (TDHS) for test data
acquisition, formatting, validation, storage, correction, and transmission to
INTELSAT of the following electronically deliverable data:



| | 1. |  | TDHS engineering measurements and associated files, hereafter
referred to as TDHS standard data, as defined to be deliverable in
the Program Test Plan (Exhibit D).
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | TDHS spacecraft telemetry and associated files hereafter
referred to as TDHS telemetry data.                                                                       
|
| | 3. |  | TDHS spacecraft thermal vacuum measurements hereafter
referred to as TDHS thermal data.                                                                            

10.2      Points of Data Origination and Delivery

The Contractor shall deliver all three types of TDHS data from the Contractors
facility to INTELSAT ISPO. The Contractor shall provide for the electronic
transmission of all data from all Contractors facilities and launch bases to
ISPO computers at the respective test sites.

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The Contractor shall establish for TDHS standard data a single routing point at
the Contractors primary testing facility. Additional facilities shall deliver
all TDHS standard data to this routing point. TDHS telemetry and thermal data
shall be available directly from the spacecraft test equipment to INTELSAT
without intermediate routing.

10.3      Data Transmission Integrity

The Contractor shall be responsible for verification of error-free receipt by
ISPO of each type of TDHS data. Loss of data shall be precluded by a backup
plan acceptable to INTELSAT. All data in all three categories shall be
available for retransmission at INTELSATs request. A process for correction
and retransmission shall be established for any data found to be erroneous or
incomplete.

10.4      Delivery Timeliness Requirement

Validated TDHS standard data shall be electronically transferred from the
Contractor to ISPO in machine-readable format using Contractor supplied network
link(s) between the Contractor and ISPO as the data is generated. TDHS
telemetry data and TDHS thermal data shall be delivered immediately (in real
time) to ISPO whenever it is generated at the Contractors site(s). In the
event that data must be retransmitted or corrected, the retransmitted and
corrected data must be delivered to ISPO within 24 hours of the request for
retransmission or correction.

10.5      Network Security Provisions

Security features shall be required in any network connection between the
Contractor and ISPO. These security measures shall be approved by INTELSAT and
shall be defined in such a way as to prevent hindering the flow of deliverable
data. INTELSAT will provide and control any necessary routers used for the
control of network traffic between the Contractor and ISPO.

10.6      TDHS Standard Data

TDHS standard data is to contain information that clearly reflects the test
conditions. All records shall have a header that uniquely identifies the data.
Validation of the records contents shall be performed at the spacecraft test
areas generating the data by a responsible engineering authority.

10.6.1   Data Required to be Delivered. Subsystem and system level
repeater performance testing and antenna CATR or near-field testing at unit,
subsystem, and system levels shall provide data to TDHS unless specifically
exempted by INTELSAT. The details of the tests for

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which TDHS standard data is required shall be provided in Exhibit D. The TDHS
file structure for antenna data will be specified by INTELSAT (the same as
those used on previous INTELSAT programs).

10.6.2   Basic TDHS Standard File Structure. The basic TDHS standard file
structure is made of plain ASCII data (MICROSOFT Excel spreadsheet compatible,
i.e., all the ASCII data entries in the file are separated by the CRLF ASCII
line separator and the TAB ASCII column separator). More detailed file
structure information shall be provided in the TDHS ICD.

10.6.3   Format Description Files (FDFs). Format Description Files are
used to precisely specify the contents and format of test data. Format
Description Files (FDFs) will be used by INTELSAT as a means for interpreting
TDRs and displaying their values for engineering analysis.

Format Description Files are to be delivered to INTELSAT prior to the delivery
of any TDRs that reference the FDF and are subject to INTELSATs approval.

10.6.4   Test Data Records (TDRs). All engineering test measurements
deliverable to INTELSAT as defined in the Detailed Test Plan are to be
formatted into Test Data Records (TDRs) and transmitted to INTELSAT. A TDR
consists of a TDHS header followed by test data, textual descriptions,
calibration information, and any other relevant data.

10.6.5   Data Acquisition Requirements. All TDHS standard data operations
at each Contractors facility shall be actively managed by a central
responsible authority hereafter referred to as the Program Data Exchange System
(PDES). The function of PDES is to accept spacecraft subsystem and
system-level test data from various sources, at the Contractors facility, and
act as the transfer point between the Contractor and INTELSAT. All records
shall be transferred electronically to INTELSAT via network.
All spacecraft test areas that perform acceptance tests above the unit level
are responsible for providing to INTELSAT via PDES their test records in TDHS
format.

All FDFs and TDRs (including corrections or retests) are to be validated at the
test areas. This validation requires the appropriate engineering authority,
under the direction of the Spacecraft Manager, to review the data and to verify
that the record is accurate. No records of any type are to be declared valid
and passed on to PDES without this human interaction.

10.6.6   Computer Interface Definitions. The Contractor shall provide
INTELSAT with a network connection to a data relay server through a Contractor
supplied computer communications network. The data relay server (a Contractor
computer) shall provide

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INTELSAT with a combination of services that provide controlled access to
contract deliverable test data information. These services shall support
delivery of TDHS Standard Data via conventional File Transfer Protocol (FTP)
and real-time data (TDHS Telemetry Data and TDHS Thermal Data) via TCP/IP
connections. The TDHS shall be located at contractors premises and shall
provide an Ethernet connection to the ISPO. The interfaces between the TDHS
and other Contractors tests site (including satellite environmental test site
and launch site) shall be performed via a 64 Kps Contractor leased line.

10.6.6.1  Test Data Correction. The Contractor shall have the means to
make corrections to TDRs, and FDFs, resubmit them to PDES, and transmit the
corrections to INTELSAT ISPO.

10.6.7     Data Analysis Tools. The Contractor shall have in place a set of
computer programs for analysis of repeater and payload data collected in all
contractual test phases. These programs shall be made available to the
INTELSAT network for use on its computers and shall, as a minimum, comprise the
following:



| | 1. |  | A program for tracking the progress and completion of
contractually required testing. This program shall at any time
during the progress of testing, by querying the test data records
database, give an account of which configurations have been tested
and which configurations remain to be tested for each test type.                                                                
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. |  | A program for plotting and visualizing the collected data.
This program shall facilitate overlay plotting where a reference
data set can be compared to specification and/or predict and/or data
for the same configuration from other test phases. This program
shall work for all test types.                                                                                           
| | 3. |  | A program for calculating deltas for essential parameters for
all operational configurations. Deltas shall be calculated between
measured data and specification and/or predict and/or data for the
same configuration from other test phases. Examples of essential
parameters are input-power-to-saturate and end-to-end performances
such as e.i.r.p. considering actual antenna gains.

10.7       Delivery of Real-time Data

TDHS Telemetry Data and TDHS Thermal Data and any other frame-based stream
data that may be defined and agreed to in the future shall have a common means
of delivery to the INTELSAT host computer via a computer communications network
supplied by the Contractor. In addition, spacecraft telemetry streams (Main
and Dwell) will be available as
PCM baseband signals at each test station.

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The Contractor shall be responsible for the establishment of a data link
between the integration and test facility and ISPO for the purpose of realtime
delivery of satellite telemetry and thermal data.

10.8      Computer System Time Coordination

The Contractors computer system time shall be coordinated so that all the
computers generating or handling TDHS standard data, TDHS telemetry data, or
TDHS thermal data will be using the same time. All of these computers will
be synchronized to within one second of the UTC (Universal Coordinated Time).

10.9      Spacecraft Configuration Data

Spacecraft as built configuration data for units installed on each spacecraft
shall be provided to INTELSAT. The data shall include:



| | 1. |  | Spacecraft identifier;                   
| | -- |  | -----------------------------------------
| | 2. |  | Unit part number;                        
| | 3. |  | Unit serial number;                      
| | 4. |  | Spacecraft location reference designator;
| | 5. |  | Date of unit installation; and           
| | 6. |  | Date of unit removal.                    

The Contractor will maintain this data in a manner, which will allow the
Contractor and INTELSAT to determine the as tested configuration for any
subsystem or system test during the test program. Changes to this table shall
be made simultaneously at PDES and INTELSAT.

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11.          CONTRACT OPTIONS

The Contract options defined herein may be exercised by INTELSAT at its sole
discretion. The decision periods from Effective Date of Contract (EDC), or
from date of order of additional Spacecraft(s), for INTELSAT to provide the
Contractor the Authority to Proceed with the option(s) and the delivery of each
option are given in Table 5.

Table 5. Options Decisions and Deliveries

|                                                                                                                                                        |  |                |  |               
|------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | --------------
|OPTION                                                                                                                                                  |  | DECISION DATE  |  | DELIVERY DATE 
|                                                                                                                                                        |  |                |  |               
|Additional Flight Spacecraft  310
Degrees East Design (per 11.2.1 of
Exhibit B and Attachment1 and 2 to
Exhibit A)                                     |  | ************** |  | **************
|                                                                                                                                                        |  |                |  |               
|Additional Flight spacecraft 359
degrees East Design (per exhibit B
and Attachments 3 and 4 to exhibit A)                                               |  | ************** |  | **************
|                                                                                                                                                        |  |                |  |               
|Additional protoflight spacecraft
with modified communications payload
designs (per 11.2.2 of Exhibit B)                                                |  | ************** |  | **************
|                                                                                                                                                        |  |                |  |               
|Modification to protoflight
spacecraft 359 degrees east design
per: Attachments 3 Annex 1, and
Attachment 4 Annex 1 of Exhibit A;1
Annex 1 to Exhibit D |  | ************** |  | **************
|                                                                                                                                                        |  |                |  |               
|Launch Support and Integration
Services including Spacecraft
transportation(per Exhibit B, 11.3)                                                        |  | ************** |  | **************
|                                                                                                                                                        |  |                |  |               
|Spacecraft Extended Storage and Retest
(per Exhibit B, 11.4) 
Optional Space Segment Services (per
Exhibit B, 11.5)                                     |  | ************** |  | **************
|                                                                                                                                                        |  |                |  |               
|Option 1: Traditional Launch Service
(per Exhibit B, 11.5.1)                                                                                            |  | ************** |  | **************
|                                                                                                                                                        |  |                |  |               
|Option 2: Stand alone Ground System
Service (GSS) (per Exhibit B, 11.5.2)                                                                               |  | ************** |  | **************
|                                                                                                                                                        |  |                |  |               
|Option 3: LEOP/IOT (per Exhibit B,
11.5.3)                                                                                                              |  | ************** |  | **************
|                                                                                                                                                        |  |                |  |               
|Option 4: On Station Services (per
Exhibit B, 11.5.4)                                                                                                   |  | ************** |  | **************
|                                                                                                                                                        |  |                |  |               
|On-Board DVB multiplexer (per Exhibit
B, 11.6, and Attachment 5 to Exhibit A)                                                                           |  | ************** |  | **************

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REVISION 2

11.1      Option Decisions and Deliveries

Consistent with the Contract Article 40 entitled Options, the decision and
delivery dates for additional flight spacecraft and for each of the options
described in Section 11 of this Exhibit are given in Table 5.

11.2     Additional Spacecraft

This Statement of Work applies in its entirety except for the activities
already performed for the first procured spacecraft and applicable to the
selected option, i.e.: EQSR, communication simulator, Spacecraft simulator,
life test battery and battery cell components. In the event that a new or
modified unit is included as a part of the additional Spacecraft, a
corresponding unit level EQSR review shall be held; additional unit reviews
(PDR, CDR, MRR, and/or FRR) shall be held in accordance with the outcome of the
corresponding EQSR

Unless otherwise noted, documentation requirements of Exhibit B, Appendix 2,
shall apply for each additional Spacecraft ordered. For additional spacecraft,
and unless otherwise stated in Exhibit B, Appendix 2, the Contractor may refer
to previous delivered documentation when such documentation is unchanged.

11.2.1   Optional Additional Flight Spacecraft  310 °E Design. This
option shall provide INTELSAT with the ability to order a replacement flight
Spacecraft identical to the 310 °E design, as specified in Attachments 1 and 2
to Exhibit A.

11.2.2   Optional Additional Flight Spacecraft  359 °E Design

This option shall provide INTELSAT with the ability to order a replacement
Flight Spacecraft identical to the 359°E design, as specified in Attachments 3
and 4 to Exhibit A.

11.2.3   Additional Spacecraft with Modified Designs. This option shall
provide INTELSAT with the ability to order additional spacecraft with modified
communications payload designs. These spacecraft may require different antenna
configurations, different antenna coverage patterns, and different frequency
plans (including frequency bands and transponder bandwidths) from the baseline
spacecraft specified within Exhibit A. As a minimum and with respect to the
baseline spacecraft specified in Exhibit A, the scope of the modifications
available to INTELSAT under this option shall include spacecraft with
different:

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| | 1. |  | Number of antenna beams;                                        
| | -- |  | ----------------------------------------------------------------
| | 2. |  | Antenna coverage patterns (polygon definitions);                
| | 3. |  | Antenna isolation polygon definitions;                          
| | 4. |  | Antenna beam polarizations;                                     
| | 5. |  | Transponder high power amplifier output levels to antenna
beams;
| | 6. |  | Transponder frequency plans;                                    
| | 7. |  | Transponder bandwidths;                                         
| | 8. |  | Transmission and/or reception frequency bands; and/or           
| | 9. |  | Interconnectivities of transponders.                            

With respect to the baseline spacecraft specified in Exhibit A, the scope of
the modifications available to INTELSAT under this option is defined in the
following table:

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Table 6. Spacecraft with Modified Payload

|                                                                        |  |                                 
|----------------------------------------------------------------------- |  | --------------------------------
|                                                                        |  | Spacecraft with Modified payload
|Ku-BAND ANTENNAS
Number
Antenna type
Reflector size
Polarization        |  | **************                  
|C-BAND ANENNAS
Number
Feed number
Reflector size
Polarization           |  | **************                  
|FREQUENCY
C-Band uplink
C-Band downlink
Ku-Band uplink
Ku-Band downlink |  | **************                  
|INSTALLED DOCON
C + Ku                                                  |  | **************                  
|CROSS STRAPPING
Ku/C
C/Ku                                               |  | **************                  
|TWTA
Installed TWTA
C-Band
Ku-Band
Active TWTA
C-Band
Ku-Band           |  | **************                  
|OUTPUT CHANNELS
C-Band
Ku-Band                                          |  | **************                  
|BUDGETS
Payload Mass
Payload Power                                      |  | **************                  
|DEVELOPMENT
Equipment type                                              |  | **************                  
|Reflector Shaping                                                       |  | **************                  
|Antenna Configuration                                                   |  | **************                  

Prior to an exercise of the Option, INTELSAT will update the specifications
within Exhibit A for orbital location(s) to be designated by INTELSAT.

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11.3      Optional Launch Support and Integration Services

For each Launch Support and Integration Services Option exercised by INTELSAT,
the scope of work to be performed by the Contractor shall be as defined herein.

11.3.1   Documentation and Support Requirements. The
documentation/support to be provided by the Contractor shall include, but not
be limited to, the following:



| | 1. |  | Spacecraft (including any airborne support equipment) to
launch vehicle interfaces and launch site interface data;                                                                                                                                     
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Launch site support requirements, including space,
environmental controls, electrical power, lifting or moving
equipment, telecommunications capabilities, and all other services
or equipment normally supplied by the launch site agency or
INTELSAT;
|
| | 3. |  | Demonstrations of compliance of design and integration and
test procedures with launch agency safety requirements;                                                                                                                                     
|
| | 4. |  | Spacecraft structural dynamic and thermal mathematical
models;                                                                                                                                                                                         
|
| | 5. |  | Mission descriptions;                                                                                                                                                                                                                                  
|
| | 6. |  | Qualification and acceptance test plans and results;                                                                                                                                                                                                   
|
| | 7. |  | Special monitoring or test equipment required;                                                                                                                                                                                                         
|
| | 8. |  | Launch configuration including all telemetered and
non-telemetered status limits for analog telemetry parameters; and                                                                                                                                  
|
| | 9. |  | Requirements for spacecraft environmental control and test
after installation on the launch vehicle and following any launch
attempt aborts.                                                                                                           

Documentation submitted shall be in accordance with the requirements delineated
in the Users Manuals of the applicable launch vehicles.

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Following launch, the Contractor shall remove and return ship all
Contractor-furnished equipment from facilities provided by the launch vehicle
Contractor within the time span specified by the launch vehicle Contractor.

11.3.2   Integration and Test Facilities at the Launch Site. The
Contractor shall provide and install all items of flight test or handling
equipment in the launch site facilities and shall ensure such items are fully
functional prior to their scheduled date of use. Included shall be all
equipment required for spacecraft test and for monitoring or control of the
spacecraft after its installation on the launch vehicle. Also included shall
be blockhouse and/or launch pad equipment, hard-line connections between the
spacecraft and the blockhouse and or/launch pad, and radio links between the
spacecraft and the spacecraft launch test equipment area, to the extent that
these items/efforts are not normally performed by the launch vehicle agency.

11.3.3   Spacecraft Preparation at the Launch Site. The Contractor shall
be responsible for all efforts necessary to prepare the spacecraft at the
launch site, including among others:



|1. |  | Preparing launch site test plans and associated procedures;                                                                       
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Handling and operating of the spacecraft and test equipment during the
launch base test program and other pre-launch preparations;
|  
|3. |  | Assembling, and/or testing of all components needed to attain the
required spacecraft launch configurations;                      
|  
|4. |  | Providing propulsion subsystem propellants and pressurant; and                                                                    
|  
|5. |  | Supporting transportation of the spacecraft within the launch facilities.                                                         

11.3.4   Support to INTELSAT. During the launch campaign, the INTELSAT
Launch Manager will be the formal point of contact for all matters related to
launch site agency requirements, launch site facilities, and launch vehicle
interfaces. The Contractors staff shall take direction from the INTELSAT
Launch Manager in all such matters and shall support him/her in all meetings
called to review spacecraft and launch vehicle progress, to identify and
resolve interface or facility issues, and to coordinate near-terms events. The
ISPO Program Manager will continue to be the formal point of contact for all
matters related to the spacecraft.

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The Contractor shall support INTELSAT during the Launch Readiness Reviews by
preparing a presentation describing the results of the spacecraft launch base
integration and test programs and demonstrating that the spacecraft satisfies
all requirements to make it ready for launch.

The Contractor shall monitor all activities during transportation of the
spacecraft to the launch vehicle and installation on the launch vehicle and
shall verify that these steps are conducted and controlled in accordance with
approved procedures. Procedures shall be submitted in accordance with the
CDRL.

11.3.5   Spacecraft Transportation to the Launch Site. For each Launch
Support and Integration Services Option exercised by INTELSAT, the Contractor
shall ship (from the Contractors facilities to the launch site designated by
INTELSAT) the spacecraft and all necessary electrical and mechanical ground
support equipment (GSE). Whichever the launch vehicle, spacecraft and GSE will
be shipped by air.

Prior to each Shipment Readiness Review, any updates to the Spacecraft Storage
and Delivery Plan, which may be necessary for a specific spacecraft launch,
shall be submitted. Submissions shall be in accordance with the CDRL.

11.4      Optional Spacecraft Extended Storage and Retest

If this option is exercised by INTELSAT, the Contractor shall provide
spacecraft storage and retest in a controlled environment for periods of more
than 1 year and up to 3 years. Flight batteries and activated cells shall be
stored in an appropriate configuration in an environmentally controlled,
refrigerated area. INTELSAT shall have approval rights regarding both the
storage configuration and the storage environment.

The Contractor shall provide the spacecraft storage/shipping container, storage
facilities, all related transportation to and from the facilities, and all
retest equipment and efforts. The spacecraft storage/shipping container shall
remain the property of the Contractor.

11.5      Optional Space Segment Services

This section defines the optional tasks to be performed by the Contractor to
provide the Space Segment Services (SSS) for operations of satellite(s)
provided under this Contract.

11.5.1   OPTION 1: Traditional INTELSAT Launch. Under this option,
INTELSAT will develop the necessary ground system and operate the satellite
immediately following launch vehicle separation. Contractor support is
required as specified below.

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11.5.1.1  Preparation for In-Orbit Operations. In addition to the tasks
listed in Section 9.1, the Contractor shall participate in mission operations
meetings and rehearsals at INTELSAT Headquarters, Washington, D.C., as needed
and under the direction of INTELSAT.

Technical meetings shall be held at INTELSAT Headquarters and at the
Contractors facility to finalize such preparation for in-orbit operation.
Participation in the meetings at INTELSAT shall require no more than three
trips of nine persons for five days each for the total program. The meetings
at the Contractors facility shall be at INTELSATs request and shall require
participation of the specialists in the various subsystems and in mission
operation.

11.5.1.2  Support for Initial In-Orbit Operation The Contractor shall
provide personnel to assist INTELSAT during the initial in-orbit operations of
each satellite. This assistance shall include:



| | 1. |  | Participation of a team of nine persons for each mission, in
the activities conducted at the INTELSAT mission control center in
Washington, D.C., from launch through earth pointing acquisition in
synchronous orbit with all appendages deployed. These nine persons
shall be senior engineering specialists who shall have experience
from the design, manufacturing and test phases of this spacecraft
contract. This team shall provide expertise for the following
areas: a) Telemetry, Command and Ranging; b) Attitude Determination
and Control; c) Propulsion; d) Electrical Power; e) Thermal Control;
f) Deployment Mechanisms; g) On-Board Software/Firmware; h)
Spacecraft Dynamics; i) Mission Direction; and j) Systems
Engineering.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Participation of at least one subsystem specialist for each
subsystem in the post-launch bus subsystems checkout and performance
verification. These tests will be conducted from the INTELSAT
Mission Control Center in Washington, D.C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | 3. |  | Participation of one payload specialist for 3 weeks in the
in-orbit checkout and testing of the communications payload. The
tests will be conducted from either the INTELSAT earth station at
Clarksburg, Maryland (U.S.A.), Fucino, Italy or Beijing, China as
determined by INTELSAT.                                                                                                                                                                                                                                                                                                                                                                                                                                                             

11.5.2     OPTION 2: Stand-alone Ground System Service (GSS). The
Contractor shall provide a stand-alone ground system (hardware and software)
required for daily operations of the satellite(s). The software includes
commanding, telemetry processing, graphical and alphanumeric displays, and
flight dynamics. The Contractor shall integrate this system with

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existing systems in INTELSAT Satellite Control Center (SCC) and back-up control
facility according to the interface requirements to be defined.

The Contractor shall deliver and install a stand-alone system (hardware,
documentation and software) to perform commanding, telemetry processing, and
flight dynamics for the INTELSAT X satellite(s).

The stand-alone system shall consist of a fully redundant system at INTELSAT
Headquarters in Washington DC, one non-redundant system at INTELSAT back-up
facilities in Clarksburg, Maryland, USA, and one non-redundant equipment at one
INTELSAT TTC earth station required to support in-orbit testing.

The stand-alone system will interface with the INTELSAT Wide Area Network to
receive telemetry and range data and to transmit commands and orbital product
files.

The Contractor shall propose the system administration, maintenance and
training plans. The system described in this option will be operated by
INTELSAT staff on the INTELSAT X satellites(s).

The functionality of the system shall include the following:



| | 1. |  | Satellite commanding in both an interactive manner as well as
via automated procedures.                                                                                                                                                                                                                                                                                      
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Real time telemetry processing, validation, and monitoring.
This shall include but not be limited to integrity validation of
incoming telemetry data, limit checking of real time telemetry,
display, both graphical and alphanumeric display of real-time
telemetry data, real-time monitoring of satellite safety, health and
status for all critical subsystem parameters.
|
| | 3. |  | Historical telemetry storage, retrieval, and analysis
capability.                                                                                                                                                                                                                                                                                                            
|
| | 4. |  | Flight Dynamics capability to support orbit determination and
control, propellant accounting and maneuver life estimation.                                                                                                                                                                                                                                                   
|
| | 5. |  | Tools to automatically control battery charging and a means
assessing any on-board battery control firmware.                                                                                                                                                                                                                                                                 

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11.5.3   OPTION 3: Transfer Orbit/In-Orbit Test Service. If requested by
the Contractor, INTELSAT will provide and operate the TT&C ground network. The
Contractor shall coordinate the mission with other satellite operators.

The Contractor shall perform the transfer orbit Mission by following the
planned Sequence of Events (SOE) and Contingency Plans, as required. The
Contractor shall plan Transfer Orbit Mission with a mission team that shall
consist of Contractor staff. The Contractor shall supply and operate the
necessary support equipment including computer and software, databases and
procedures, for the transfer orbit mission of the satellite.

All activities required for transfer orbit mission, bus in-orbit tests and
payload in-orbit tests required for any or all INTELSAT X satellite(s), shall
be performed by the Contractor from the Contractors control center.
Responsibility for daily operations shall be transferred to INTELSAT
headquarters after the successful acquisition of orbital control box.

The categories of services and deliverables for this option are:



| | 1. |  | Satellite Transfer Orbit Mission                        
| | -- |  | --------------------------------------------------------
|
| | 2. |  | Bus In Orbit Tests                                      
|
| | 3. |  | Payload In Orbit Tests at an INTELSAT approved longitude
|
| | 4. |  | Acquisition of the orbital control box                  

In the provision of these services to INTELSAT, the Contractor will operate all
systems in accordance with the spacecraft operational requirements.

INTELSAT will have 4-6 staff at the Contractors facility in order to actively
monitor the actual transfer orbit mission and In-Orbit Test under this option.
However, successful completion of the transfer orbit mission and IOT is the
sole responsibility of the Contractor. In addition, INTELSAT will provide two
leased lines for voice coordination and data exchange between the Contractors
operational center and INTELSAT Headquarters. The maintenance of these
facilities would be INTELSATs responsibility.

The IOT shall verify all the performance of all operational modes, functions,
cross strapping, and combinations of primary and redundant units prior to
placing the satellite into commercial service. The IOT shall not include any
operations that pose a significant risk to the satellites proper operation or
risk of not meeting performance requirement throughout the Orbital Design

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Life. The Contractor shall be responsible for the operations and state of
health of the satellite for the entire test period.

The test plan shall be submitted to INTELSAT for approval at least 90 days
prior to the start of test.

INTELSAT can provide and operate the ground network to support the in-orbit
test service, if necessary.

The Contractor shall also coordinate the frequencies and the use of the orbital
position for IOT with other satellite operators, as needed.

11.5.4   OPTION 4: In-Orbit Operation Service. Following completion of
Option 3, the Contractor shall operate the satellites from the Contractors
control center for six months, with option to extend the duration by an
additional six months. The Contractor shall be responsible for the state of
health and orbital control of the satellite(s) for the contract period.
Payload re-configuration shall be performed by the Contractor upon the request
from INTELSAT. INTELSAT shall be notified of any significant anomaly or event
by telephone and fax as soon as possible.

11.5.5   INTELSAT Provided Facilities and Services. Where applicable,
INTELSAT can make available some of its facilities to support Contractors
optional space segment services. These include: the Satellite Control Center
(SCC) at INTELSAT HQ in Washington DC, USA, the Telemetry, Tracking, and
Control, (TTC) network, the In-Orbit Test Equipment (IOTE) at Beijing,
Clarksburg and Fucino, the Control and Coordination Circuits (CCC), and the
operational back-up facility at the INTELSAT Technical Annex Facility (ITAF) in
Maryland, USA.

11.5.6   Deliverables. The Contractor shall deliver the services at the
performance levels specified herein. The performance level is contingent upon
the INTELSAT X satellite meeting the satellite manufacturers specifications.

The major deliverables are the services themselves. In addition, the
Contractor will provide reports for all the services provided as mentioned
below.

All reports shall be prepared in INTELSATs standard format. INTELSAT will
provide the standard format to CONTRACTOR for reference purposes.

11.5.7   Satellite Transfer Orbit Mission Service

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11.5.7.1.   Performance Goals. The main performance goal is the
successful delivery of the INTELSAT X satellite(s) at the final orbital control
box, in the normal configuration. The Contractor shall place the INTELSAT X
satellite(s) at the INTELSAT approved Bus IOT and Payload IOT location(s)
according to INTELSAT approved drift rate(s) and schedule(s).

11.5.7.2    Reports

11.5.7.2.1 Pre Launch Reports. Prior to the launch of the satellite,
the Contractor shall provide to INTELSAT the following documentation:

All mission parameters relevant to the provision of Transfer Orbit Mission,
including:



| | 1.  |  | Mission Schedule which includes lift-off time and Apogee
Engine Fire (AEF) times;
| | --- |  | ---------------------------------------------------------------------------------
| | 2.  |  | Mission analysis;                                                                
| | 3.  |  | Backup AEF plans;                                                                
| | 4.  |  | Launch Windows;                                                                  
| | 5.  |  | Schedule of usage of TTC Stations;                                               
| | 6.  |  | Schedule of planned mission Rehearsals;                                          
| | 7.  |  | Final Mission Sequence of Events;                                                
| | 8.  |  | Final Mission Contingency Plans;                                                 
| | 9.  |  | Delta-v penalty for delayed apogee/perigee burns;                                
| | 10. |  | Key Events Time Line;                                                            
| | 11. |  | Frequency Plan;                                                                  
| | 12. |  | Nominal Injection Orbital Elements; and                                          
| | 13. |  | Predicted orbit elements prior to and post of Apogee Engine
Fire (AEF).          

These data and information shall be submitted to INTELSAT no later than ninety
(90) days before the scheduled start of Transfer Orbit Mission for the
applicable satellite unless otherwise mutually agreed.



| | 1. |  | A complete list of support functions required for the
rehearsal(s) including:
| | -- |  | -----------------------------------------------------------------------------

| | A. |  | Number of data streams;                                                                                         
| | -- |  | ----------------------------------------------------------------------------------------------------------------
| | B. |  | Type of data streams;                                                                                           
| | C. |  | Outline of each days exercise;                                                                                 
| | D. |  | Orbital elements and attitude data necessary for
INTELSAT to compute antenna pointing and polarization data;
and
| | E. |  | Real or simulated data.                                                                                         

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| | 2. |  | If required, spacecraft ranging delays, including variations
in the delays with flux density and temperature.                                                                  
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 3. |  | Latest Mission Time Line updated nominal injection and
predicted AEF orbit elements.                                                                                           
|
| | 4. |  | Satellite-specific information, which is necessary to
describe the time and frequency characteristics of the command and
ranging uplink and the telemetry and ranging downlink.

11.5.7.3    In-Orbit Tests

11.5.7.3.1 Performance Goals. Contractor shall perform Bus and Payload
In-Orbit tests and verify all the parameters of the INTELSAT X satellite(s)
according to the INTELSAT approved schedule.

11.5.7.3.2 Reports. The Contractor shall prepare final detailed test
plans and command queues for Bus and Payload IOT and shall generate and provide
detailed test reports.

11.5.7.4    Standalone Ground System. The Contractor shall deliver a
stand-alone ground processing equipment and software no later than **********.
The system shall be delivered on a turnkey basis and shall meet all the
functional requirements described in section 11.5.2 of this Exhibit B.

11.5.7.5    In-Orbit Operations

11.5.7.5.1 Performance Goals. The Contractor shall maintain a
transponder availability of at least 99.995%.

Following a spacecraft anomaly, the Contractor shall restore service within
********** of the cases.

The Contractor shall reconfigure the payload upon request from INTELSAT within
********* of the cases.

11.5.7.5.2 Reports. The Contractor shall provide orbital data and
status reports weekly. The Contractor shall provide quarterly updates to
propellant budget and predicted Orbital Maneuver Life. Satellite health status
reports shall be provided annually. Each spacecraft anomaly shall be

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REVISION 2

thoroughly analyzed and the result of this analysis shall be reported to
INTELSAT. Analyses which require an extended period to complete shall have
interim reports on a mutually agreed upon basis.

11.5.8     Facilities. INTELSAT will use the following facilities and
systems to support the services provided by the Contractor:



| | 1. |  | Satellite Control Facility (SCF);                                                      
| | -- |  | ---------------------------------------------------------------------------------------
| | 2. |  | TTC network which currently consists of 6 stations;                                    
| | 3. |  | Control and Coordination Circuits (CCC);                                               
| | 4. |  | INTELSAT Technical Annex Facility (ITAF), the operational
back-up facility for SCF; and
| | 5. |  | In-Orbit Test facilities.                                                              

The SCC and IOC are manned on a 24 hours per day, 7 days per week basis. All
other facilities are manned as deemed appropriate by INTELSAT.

INTELSAT will perform normal maintenance of its facilities.

11.5.9      Interfaces

11.5.9.1   Communications Circuits. INTELSAT will be responsible for
establishing communications circuits between INTELSAT and the Contractors
operational headquarters and/or ITAF, and between INTELSATs earth stations and
the Contractors operational headquarters.

11.5.10    Training. The Contractor is required to provide a training plan
for Options 1 and 2. Training shall take place at INTELSAT Headquarters in
Washington, DC.

11.5.10.1 Training Option 1
The proposed training is the same as the one required by INTELSAT at paragraph
9.4 Exhibit B.

11.5.10.2 Stand-Alone Ground System Training (Option 2)
A high qualify programme on the ground system is proposed for the following
categories of personnel :



| |  |  |  spacecraft controllers which operate the ground system,
| |  |  | ---------------------------------------------------------
|
| |  |  |  computer system maintenance engineers.                 

It is intended :

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| |  |  |  to give the customer personnel in charge of the operation and the
maintenance of the ground system all the information he needs to operate
and maintain it,
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  |  to provide the customer personnel with a theoretical to a practical
training on the ground system,                                                         
|
| |  |  |  to give the customer personnel a detailed description of the ground
system design, operations and maintenance.                                             

Typically the following topics will be addressed :



| |  |  |  description of performance characteristics and capabilities of each ground system,
| |  |  | ------------------------------------------------------------------------------------
|
| |  |  |  detailed organisation of the ground system,                                       
|
| |  |  |  general data of the theory of operation of the ground system,                     
|
| |  |  |  detailed element interfaces,                                                      
|
| |  |  |  operational procedures,                                                           
|
| |  |  |  maintenance activities,                                                           
|
| |  |  |  practical exercise of the various functions and operating modes of the subsystem. 

The training duration is 2 weeks. It will be performed at INTELSAT facilities
after the ground System installation.

11.6      Option for On-board Digital Video Broadcast (DVB) Multiplexer

When identified as an option for a particular Spacecraft design, and exercised
by INTELSAT, the on-board DVB multiplexer capability shall be provided as
specified by Attachment 5 to Exhibit A.

Once exercised by INTELSAT, the DVB multiplexer capability shall be subject to
all applicable design analyses and to all qualification, design and readiness
reviews as described in this Statement of Work. This shall include unit level
reviews of the DVB multiplexer equipment, as described in Section 3. Test
requirements at the unit, subsystem and system levels are as defined in Exhibit
D.

For purposes of establishing the applicable review and test requirements, the
equipment category (as defined in Exhibit B, Appendix 1) shall be determined at
the DVB Multiplexer categorization review.

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APPENDIX 1
to
EXHIBIT B

EQUIPMENT SUPPLIERS AND CATEGORIZATION LIST

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REVISION 2

EQUIPMENT SUPPLIERS AND CATEGORIZATION LIST

1.0     GENERAL

Table 1-1 defines: the supplier and qualification status of all major
spacecraft equipment units and subsystems; the subsequent development and
qualification efforts to be conducted under this Contract; and the level of
unit/subsystem testing to be conducted under this Contract.

Table 1-1. Equipment Units and Categorization Listing

|                         |  |                        |  |                            |  |                                                                              |  |                                        |  |                                          |  |                |  |               
|------------------------ |  | ---------------------- |  | -------------------------- |  | ---------------------------------------------------------------------------- |  | -------------------------------------- |  | ---------------------------------------- |  | -------------- |  | --------------
|                        
|Unit/                    |  | Unit                   |  | Unit                       |  | Proposed Unit                                                                |  | Special                                |  | Proposed                                 |  | Number of      |  | Number of     
|Subsystem                |  | Manufacturer           |  | Category                   |  | Test Level for                                                               |  | Tests                                  |  | Development Units                        |  | Flight Units   |  | Life Test     
|Name                     |  |                        |  |                            |  | This Contract                                                                |  | Required                               |  | for This Contract                        |  | per Spacecraft |  | Units Proposed
|                        
|List Unit/Subsystem
Name |  | List Unit
Manufacturer |  | A, B, C, or D (See
Note 1) |  | (Full
Qualification,
Protoflight
Qualification, or
Acceptance Level Testing) |  | PIM, ESD, EMC,
Shock, MP, Corona,
etc. |  | BB, EM, QM, or PFM
or none) (See Note
2) |  | List Quantity  |  | List Quantity 
|                        

NOTES FOR TABLE 1-1:



|1. |  | Unit/Subsystem categories are defined as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | CATEGORY A: New design or substantially modified unit/subsystem for this
Contract. Units/subsystems will be designed and qualified specifically
for this Contract.                                                                                                                                                                                                                                                                                                                                                           
|  
|   |  | CATEGORY B: Unit/subsystem derived from an earlier design, but with minor
hardware and/or firmware/software modifications. Units/subsystems
derived from equipment developed and qualified for other programs, but
with design, fabrication and/or control procedures, or with parts and
materials that must be changed for this Contract.                                                                                                                                                                                   
|  
|   |  | CATEGORY C: Existing units/subsystems, but previously qualified for an
environment or level of performance less severe than required by this
Contract. Units/subsystems developed and qualified for previous
programs, and whose design, fabrication and control procedures, as well
as parts and materials need no modification for this contract, but which
are subject to more stringent specifications (e.g., higher performance,
longer operational life, environment specifications, etc.) when used for
this Contract.

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REVISION 2



|   |  | CATEGORY D: Existing unit/subsystem, which will not require
requalification for this Contract. Units/subsystems developed and
qualified for previous programs, whose design, fabrication and control
procedures, as well as parts and materials can be used for this Contract
without modification and whose application for this Contract exposes it
to environments and requires performance, reliability and life consistent
with those demonstrated in the previous qualification program and
consistent with the qualification requirements of this Contract.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Definitions of Models are:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |  | BB (Breadboard Model): An engineering breadboard with no
configuration control requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   |  | EM (Engineering Model): The unit shall represent the flight model
structurally, thermally and electrically. Parts, materials and processes
shall also be flight representative, but commercial quality parts may be
used. No configuration control is required.                                                                                                                                                                                                                                                                                                   
|  
|   |  | QM (Qualification Model): The unit shall be identical to flight
model and shall undergo flight qualification testing. The unit shall not
be used for flight without the explicit permission of INTELSAT.                                                                                                                                                                                                                                                                                                                                                          
|  
|   |  | EQM (Engineering Qualification Model): The unit shall represent
the flight model structurally, thermally and electrically. Parts,
materials and processes shall also be flight representative, but
MIL-grade standard parts may be used. Configuration control is required.
This model shall undergo qualification testing.                                                                                                                                                                                                                                       
|  
|   |  | PFM (Protoflight Model): The unit shall be identical to flight
model and shall undergo protoflight qualification testing. The unit may
be used for flight.                                                                                                                                                                                                                                                                                                                                                                                                        

The supplier and categorization list is provided in this section.

Two type of tables are attached:

The categorization matrix which shows for each unit:



| |  |  | The proposed baseline and, if any, alternate supplier.
| | - |  | ------------------------------------------------------
|
| |  |  | The unit categorisation.                              

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REVISION 2

*********************

*********************

*********************

15 pages of Appendix 1 to revised Exhibit B have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request
for confidential treatment.

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APPENDIX 2
to
EXHIBIT B

DATA ITEM DESCRIPTIONS AND
DETAILED CONTRACT DOCUMENTATION REQUIREMENTS LIST (CDRL)

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REVISION 2

TABLE OF CONTENTS

|                           |                                                       |  |          |    | 
|-------------------------- | ----------------------------------------------------- |  | -------- | -- | 
|                           |                                                       |  | Page No.
|                          
|1.0 GENERAL                |                                                       |  | 1        |   
|                           | 1.1 LANGUAGE                                          |  |          | 1  | 
|                           | 1.2 UNITS AND DIMENSIONS                              |  |          | 1  | 
|                           | 1.3 NOMENCLATURE, ACRONYMS AND ABBREVIATIONS          |  |          | 1  | 
|                           | 1.4 DOCUMENT REFERENCE/IDENTIFICATION SYSTEM          |  |          | 2  | 
|2.0 CDRL ITEM DESCRIPTIONS |                                                       |  | 3        |   
|                           | 2.1 PROGRAM PLANS                                     |  |          | 3  | 
|                           | 2.2 QUARTERLY PROGRAM PROGRESS REPORTS                |  |          | 4  | 
|                           | 2.3 DESIGN REVIEW PACKAGE                             |  |          | 6  | 
|                           | 2.4 SPACECRAFT TEST PLAN                              |  |          | 12 | 
|                           | 2.5 SPACECRAFT SYSTEMS SUMMARY                        |  |          | 14 | 
|                           | 2.6 COLOR PHOTOGRAPHS                                 |  |          | 15 | 
|                           | 2.7 SPACECRAFT LOG BOOKS                              |  |          | 15 | 
|                           | 2.8 SPACECRAFT PRODUCT ASSURANCE PLAN                 |  |          | 16 | 
|                           | 2.9 SPACECRAFT ASSEMBLY DRAWINGS AND CIRCUIT DIAGRAMS |  |          | 16 | 
|                           | 2.10 FOREGROUND DATA AND BACKGROUND DATA LIST         |  |          | 16 | 
|                           | 2.11 INVENTION REPORTS                                |  |          | 17 | 
|                           | 2.12 INVENTORY RECORDS                                |  |          | 17 | 
|                           | 2.13 REPORTING OF PAYMENTS                            |  |          | 18 | 
|                           | 2.14 FLIGHT SOFTWARE/FIRMWARE DOCUMENTATION           |  |          | 18 | 
|                           | 2.15 SPACECRAFT THERMAL ANALYTICAL MODELS             |  |          | 19 | 
|                           | 2.16 CONTRACT WORK BREAKDOWN STRUCTURE                |  |          | 19 | 
|                           | 2.17 TELEMETRY AND COMMAND DATABASES                  |  |          | 19 | 
|                           | 2.18 SPACECRAFT OPERATIONS HANDBOOK AND PROCEDURES    |  |          | 23 | 
|                           | 2.19 SPACECRAFT PARAMETER HANDBOOK                    |  |          | 26 | 
|                           | 2.20 MASS PROPERTIES REPORTS                          |  |          | 31 | 
|                           | 2.21 S/C POWER BUDGET REPORTS                         |  |          | 31 | 
|                           | 2.22 ANALYSES AND STUDIES                             |  |          | 32 | 
|                           | 2.23 MISSION AND IN-ORBIT OPERATIONAL ALGORITHMS      |  |          | 30 | 
|                           | 2.24 PROPULSION PERFORMANCE MODELS                    |  |          | 30 | 
|3.0 DETAILED CDRL LISTING  |                                                       |  | 33       |   





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REVISION 2

DATA ITEM DESCRIPTIONS AND
DETAILED CONTRACT DOCUMENTATION REQUIREMENTS LIST

1.0       GENERAL

The specific items of information which shall be produced and formally
submitted to INTELSAT by the Contractor are specified herein. General
requirements are outlined in Section 1. Data items which have specific content
requirements are described in Section 2. (Items not described in Section 2 may
be submitted in accordance with the Contractors own standards.) The listing
of data items to be submitted and their corresponding submittal requirements
are given in Section 3, the Detailed CDRL Listing.

INTELSAT-ISPO will have direct access to the INTELSAT X Database
(Mezzanine/SDM). This data base incorporated all the project configured
documentation.

1.1       Language

All deliverable documentation shall be written in the English language, with
the exception of the daily activity log books and work orders, which may be
prepared in the national language of the suppliers country.

1.2       Units and Dimensions

Unless otherwise specified, the international system (SI) of units and
dimensions shall be used in deliverable program documentation, however, if the
Contractor desires, documentation may contain dual units in the format SI
(English). SI units shall be used for deliverable spacecraft level and unit
top assembly level, documents and drawings except as follows: 1) American
Standard fasteners may be used; 2) launch vehicle interface information will be
as defined by the launch vehicle supplier; and 3) drawings for existing units
or components for which the existing drawings are in English units.

1.3       Nomenclature, Acronyms and Abbreviations

The nomenclature and terminology used to define all hardware, software, and
data items shall be consistent throughout the program. The Contractor shall
provide a list of acronyms and abbreviations used in the program documentation,
along with their meanings.

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1.4       Document Reference/Identification System

All contract deliverable documents submitted to INTELSAT shall contain in the
headings at least the following:



| | 1. |  | Date of issue;                                                                           
| | -- |  | -----------------------------------------------------------------------------------------
|
| | 2. |  | Subject of document;                                                                     
|
| | 3. |  | Author or issuing authority;                                                             
|
| | 4. |  | Program unique reference identifier and Contract Work
Breakdown Structure identifier; and
|
| | 5. |  | Contract Documentation Requirements List (CDRL) item number.                             

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REVISION 2

2.0       CDRL ITEM DESCRIPTIONS

The requirements for those CDRL items listed in Table 2-1, which have specific
requirements for their contents, are described below. Documents not described
below may be provided in accordance with the Contractors standard contents and
formats.

2.1       Program Plans

2.1.1     Program Management Plan. The Program Management Plan shall
describe the system, and procedures employed by the Contractor to manage, plan,
and control the program. It shall summarize all work to be performed under the
Contract. The general outline and organization of the plan shall be as
follows:



| | 1. |  | Program management approach, including organization and
responsibilities;                                               
| | -- |  | ------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Subcontractor management;                                                                                               
|
| | 3. |  | Spacecraft manufacturing/integration plan including
facilities utilization;                                             
|
| | 4. |  | Review program;                                                                                                         
|
| | 5. |  | Information, data, and documentation (Data Management Plan);                                                            
|
| | 6. |  | Program schedules, schedule evaluation and control;                                                                     
|
| | 7. |  | Milestone payment monitoring and forecasts and partial
payments schedule and events (Milestone Schedule without prices);
|
| | 8. |  | Contract Work Breakdown Structure (CWBS) (without cost/price
information). (refer to Appendix 2, section 2.16)          

Where applicable, activity flow diagrams that indicate the primary sequence of
events and the name or titles of the individual responsible for their
accomplishments shall be used. The points in each flow at which interfaces
with INTELSAT are required shall be indicated as well as the necessary output
and responses from INTELSAT.

2.1.2     Spacecraft Storage and Delivery Plan. A plan for spacecraft
handling, storage, and transportation including launch vehicle integration
shall be prepared. The Spacecraft Storage and Delivery Plan shall be
applicable to all candidate launch vehicle cases. This plan shall

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REVISION 2

define the
activities necessary to prepare the spacecraft and associated support equipment
for shipment,
the general logistical details of the shipment itself, the implementation of
monitoring equipment to record the environment of the spacecraft and critical
support equipment during shipment, and a general definition of any support
required to be provided by the applicable launch vehicle contractor once the
spacecraft and associated equipment arrive at the launch site. Detailed
support required of the applicable launch vehicle contractor and any other
launch-vehicle-specific information shall be provided in updates in accordance
with each Launch Support and Integration Service option exercised by INTELSAT.

2.2       Quarterly Program Progress Reports

(Refer to Exhibit B, SOW section 4.6.3)

The Quarterly Program Progress Report is an executive summary of the program
status showing accomplishments against progress plan milestones and
highlighting significant events and problems in the schedule. It is intended
to describe the overall program status at a level appropriate for the INTELSAT
Management, Signatories, and Governors.

This document shall provide the minimum amount of material necessary for
tracking the program. The report shall be provided in a form, which highlights
critical changes to the elements defined within this section. A structure,
which minimizes the repetition of material from quarter-to-quarter, shall be
used.

For the key system budgets (noted below) and the orbital maneuver life
achievable with each launch vehicle, changes from the previous report shall be
highlighted and documented, and an action plan for correcting any predicted
specifications non-compliance shall be presented.

The report shall contain at least the following:



| | 1. |  | Program organization and management.                                                                                                           
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | A summary of the status of critical performance or schedule
issues and of corrective actions undertaken.                                       
|
| | 3. |  | General descriptions of progress accomplished during the
quarter at unit, subsystem, and spacecraft system level. Status of
hardware deliveries
|
| | 4. |  | A description of progress accomplished during the quarter by
each major subcontractor.                                                         

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| | 5.  |  | Schedule overview, in bar chart form, showing the dates of
the subsystem and system reviews and the dates of their delivery
(refer to SOW section 4.8 for schedules to be provided). Potential
schedule, facilities and resource conflicts and workarounds within
the INTELSAT X program and between INTELSAT X and other programs.                                 
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 6.  |  | A summary description of any significant changes to the
Contract in terms of design, performance, schedule or work
distribution requirements. This shall include a status summary of
Requests for Waiver/Deviation and Contract Change Notices.                                                                                                                     
|
| | 7.  |  | List of milestones reached during the quarter, and of
milestones forecast for the next period.                                                                                                                                                                                                                                                                      
|
| | 8.  |  | Spacecraft Mass Budget, as defined in section 2.20                                                                                                                                                                                                                                                                                                                  
|
| | 9.  |  | Spacecraft Power Budget, as described in section 2.21                                                                                                                                                                                                                                                                                                               
|
| | 10. |  | E.i.r.p., SFD and G/T budgets which shall provide for each
coverage and beam arrangement, the best- and worst-case predicted
performance, the margins towards specifications, and contour plots
of the nominal and worst case performance.                                                                                                                          
|
| | 11. |  | Predicted Orbital Maneuver Life (OML) and Satellite
Propellant Budget Summary for the duration of the nominal mission
for each launch vehicle. The estimated propellant margins shall
also be defined in each case. For alternative propulsion systems
(ion, plasma, arc), budgets for system outage must be shown,
assuming only classical propulsion is available.
|
| | 12. |  | Spacecraft Thermal Budget Summary for each phase of the
mission, with updated data, including:                                                                                                                                                                                                                                                                      



| | a. |  | A tabulation of the predicted temperatures for
all equipment.             
| | -- |  | --------------------------------------------------------------------------
|
| | b. |  | A tabulation of the temperature uncertainty
margins for each equipment.   
|
| | c. |  | A tabulation of the flight-acceptance test
temperature for each equipment.
|
| | d. |  | A tabulation of the qualification test
temperature for each equipment.    

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REVISION 2



| | 13. |  | Satellite Pointing Budget Summary covering an estimate of the
satellite antenna pointing error for each antenna beam, the
distribution of its component errors, including long, term/short
term, seasonal, diurnal effects, and the appropriate margins.                                                                   
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 14. |  | Status of launch vehicle integration activities and launch
vehicle interfaces.                                                                                                                                                                                                                                             
|
| | 15. |  | A review of the Product Assurance program including a summary
of the past quarters significant accomplishments, problems, parts
procurement shortages, failures and solutions, program status,
subcontractor and supplier status, trends, and statistics.
Additionally, the plan for the next quarter shall be summarized.
|
| | 16. |  | Reliability and safety assessment.                                                                                                                                                                                                                                                                                         
|
| | 17. |  | Design review action items status.                                                                                                                                                                                                                                                                                         

2.3       Design Review Package

As a minimum, each review package shall include adequate pertinent information,
supporting design and performance data and any analytical studies that fully
describe the spacecraft various hardware subsystems and systems performance and
capability for satisfying the performance requirements. All packages shall
contain a compliance matrix showing design parameters versus requirements.
This matrix shall be cross-referenced to the documentation within the package.

2.3.1     Preliminary Design Review Data Package. As a minimum, the
following data will be provided in the Preliminary Design Review (PDR) data
package:

2.3.1.1    Equipment PDR:



| | 1. |  | Design and test specification with supporting compliance
analysis;   
| | -- |  | ---------------------------------------------------------------------
|
| | 2. |  | Trade-off studies and design adequacy justification;                 
|
| | 3. |  | Mathematical models and numerical predictions;                       
|
| | 4. |  | Identification of critical parts, devices, processes, and
materials; 
|
| | 5. |  | Schedule considerations, and availability of facilities,
parts, etc.;

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| | 6.  |  | Environmental and interface requirements;                                                                               
| | --- |  | ------------------------------------------------------------------------------------------------------------------------
|
| | 7.  |  | Block diagrams, layouts, sketches, and signal level diagrams
(as applicable);                                           
|
| | 8.  |  | Mechanical, electrical, and thermal interface data;                                                                     
|
| | 9.  |  | Power requirements analyses for all mission modes;                                                                      
|
| | 10. |  | Design limitations (thermal, ESD, EMC, EMI, radiation, power
handling, multipaction, PIM, etc.)                         
|
| | 11. |  | Interchangeability;                                                                                                     
|
| | 12. |  | Development and preliminary qualification test plan
information including test equipment and test software requirements;
|
| | 13. |  | Flight and ground support software (as applicable); and                                                                 
|
| | 14. |  | Telemetry and Command data bases (as part of applicable
reviews).                                                       

2.3.1.2    Subsystem and System PDR. The following shall be supplied as
applicable:



| | 1. |  | Program Organization and management description;                                                                                                  
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Program Master Schedule including identification of critical
path items, availability of facilities and resources, and any
potential problem area;
|
| | 3. |  | Current design and test specifications with supporting
compliance analysis;                                                                       
|
| | 4. |  | Trade-off studies and design adequacy justification;                                                                                              
|
| | 5. |  | Summary of functional, performance and environmental
requirements;                                                                                
|
| | 6. |  | Summary description of spacecraft system and/or subsystems,
including block diagrams, layouts, sketches, and signal level
diagrams;               

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| | 7.  |  | Mathematical models and performance predictions compared to
contractual requirements;                                                      
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|
| | 8.  |  | Summary of deviations from heritage hardware:                                                                                              
|
| | 9.  |  | Identification of critical parts, devices, processes and
materials;                                                                        
|
| | 10. |  | Mechanical, electrical and thermal interface data;                                                                                         
|
| | 11. |  | Power, thermal, structural, mass, and propulsion analysis
results and budgets (for all mission modes);                                     
|
| | 12. |  | E.i.r.p., SFD and G/T budgets;                                                                                                             
|
| | 13. |  | Design limitations (thermal, ESD, EMC, EMI, radiation, power
handling, multipaction, PIM, etc.);                                           
|
| | 14. |  | Reliability assessment including redundancy, failure modes,
effects and criticality, and single point failure identification;              
|
| | 15. |  | Interchangeability;                                                                                                                        
|
| | 16. |  | Subsystem and system test plan and comparison with
contractual requirements;                                                               
|
| | 17. |  | Preliminary launch vehicle interface requirements (System PDR
only);                                                                       
|
| | 18. |  | Flight and ground support software;                                                                                                        
|
| | 19. |  | Telemetry and Command data bases;                                                                                                          
|
| | 20. |  | Preliminary release of all system and/or subsystem level
analyses and of the reliability evaluation;                                       
|
| | 21. |  | Categorization lists (system PDR only); and                                                                                                
|
| | 22. |  | Steerable antenna pointing determination methodology
including process flow chart, pointing parameters, and preliminary
pointing algorithm.
|
| | 23. |  | ADTM pointing parameters and algorithm.                                                                                                    

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REVISION 2



| | 24. |  | Radiation verification test document (RVTD)(at System PDR
only)
| | --- |  | ---------------------------------------------------------------
|
| | 25. |  | Custom devices list (System PDR only).                         

2.3.2     Critical Design Review Data Package. As a minimum, the following
data shall be provided in the Critical Design Review (CDR) data package:

2.3.2.1     Equipment CDR



| | 1.  |  | Interface Control Drawings;                                                            
| | --- |  | ---------------------------------------------------------------------------------------
|
| | 2.  |  | Updated design and test specifications                                                 
|
| | 3.  |  | Compliance with specification requirements, including
environmental considerations;    
|
| | 4.  |  | Acceptance and qualification (and/or protoflight) test plans
including test software;  
|
| | 5.  |  | Product assurance analyses;                                                            
|
| | 6.  |  | Telemetry and Command data bases (as part of applicable
reviews);                      
|
| | 7.  |  | Critical item, limited-life, and age-sensitive parts and
materials definitions;        
|
| | 8.  |  | Recommended maintenance actions (if applicable, e.g.,
batteries in orbit);             
|
| | 9.  |  | Functional and circuit schematics (including part types and
values) and logic diagrams;
|
| | 10. |  | Analyses data, including:                                                              



| | a. |  | Mathematical model and numerical predictions,
| | -- |  | ---------------------------------------------
|
| | b. |  | All design and analysis numerical predictions



| | 11. |  | Identification of critical parts, devices, processes and
materials;
| | --- |  | -------------------------------------------------------------------

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REVISION 2



| | 12. |  | Flight and ground support software (as applicable);
| | --- |  | ---------------------------------------------------

2.3.2.2    System and subsystem CDRs. The following shall be supplied as
applicable:



| | 1. |  | Program Organization and management description update;                                                                                           
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Program Master Schedule including identification of critical
path items, availability of facilities and resources, and any
potential problem area;
|
| | 3. |  | Updated design and test specifications with supporting
compliance analysis;                                                                       
|
| | 4. |  | Interface control drawings;                                                                                                                       
|
| | 5. |  | Summary of functional, performance, interface and
environmental requirements and performance compliance matrix;                                   
|
| | 6. |  | Summary description of S/C system and/or subsystems:                                                                                              



| | a. |  | Results and summary description of satellite
system subsystem or units design analyses,                                                     
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | subsystem and units design summaries                                                                                                        
|
| | c. |  | functional and circuit schematics and logic
diagrams;                                                                                       
|
| | d. |  | layout and assembly drawings;                                                                                                               
|
| | e. |  | Mass, power, pointing and fuel budgets;                                                                                                     
|
| | f. |  | Results of failure mode, effects and criticality
analysis (FMECA), where applicable, and updates to single
point failure identification;    
|
| | g. |  | Results of system/subsystem reliability analysis;                                                                                           
|
| | h. |  | Updates to design limitations and environmental
considerations (thermal, ESD, EMC, EMI, radiation, power
handling, multipaction, PIM, etc.);
|
| | i. |  | Available measured performance;                                                                                                             

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| | j. |  | Degradation and wear-out considerations;
| | -- |  | ----------------------------------------



| | 7. |  | Analyses data, including:
| | -- |  | -------------------------



| | a. |  | Mathematical model and numerical predictions,                                                                                                
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | All design and analysis numerical predictions
compared to contractual requirements, and                                                      
|
| | c. |  | All design and analysis documents related to the
design of the control laws of the Attitude and Control
subsystem (ACS and System CDRs only);



| | 8.  |  | Identification of critical parts, devices, processes and
materials;                                                                   
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------
|
| | 9.  |  | System and/or subsystem test plan, supporting documentation
and compliance with contractual requirements, including launch site
tests;
|
| | 10. |  | Flight and ground support software (as applicable);                                                                                   
|
| | 11. |  | Preliminary version of the mission sequence of events and
contingency plan (system CDR only);                                         
|
| | 12. |  | Preliminary mission operations plan (system CDR only);                                                                                
|
| | 13. |  | System safety and hazard assessment (system CDR only);                                                                                
|
| | 14. |  | Launch vehicle interface requirements and compatibility
analyses (system CDR only);                                                   
|
| | 15. |  | Telemetry and command date bases (system CDR only);                                                                                   
|
| | 16. |  | Categorization lists (system CDR only); and                                                                                           
|
| | 17. |  | Steerable antenna pointing algorithm including the pointing
determination, command database and pointing validation test plan.        
|
| | 18. |  | ADTM pointing parameters and algorithm.                                                                                               
|
| | 19. |  | RVTD (at System CDR only).                                                                                                            

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| | 20. |  | Custom Devices list (System CDR only).
| | --- |  | --------------------------------------

2.3.3       Final Design Review Data Package. As a minimum, the following
shall be provided in the Final Design Review (FDR) data package:



| | 1. |  | Updates to CDR data package documentation as required based
on changes since CDR;              
| | -- |  | -----------------------------------------------------------------------------------------------
|
| | 2. |  | Qualification test data;                                                                       
|
| | 3. |  | Final version of the mission Sequence of Events and the
Contingency Plan (System FDR only); and
|
| | 4. |  | Preliminary version of the Spacecraft Operations and
Parameters Handbooks (System FDR only).   
|
| | 5. |  | Updates to the Categorization reviews and categorization
list.                                 

2.4       Spacecraft Test Plan

The Contractor shall conduct test activities as specified in the Spacecraft
Test Plan (Exhibit D), to verify the compliance of the equipment with Exhibit
A. This document shall be maintained to be consistent with any changes to
Exhibit A made during the program.

2.4.1     Test Activities. The Contractor shall prepare and maintain a Test
Requirements Document (TRD) which shall be appended to Exhibit D. The TRD
shall contain a test verification matrix showing the manner in which compliance
with each of the Exhibit A specifications will be verified (i.e., system level
test, test other than at system level, analysis, inspection, test sample
demonstration, etc.). As the Contract progresses, test activities to be
performed by the Contractor shall verify the compliance of equipment with the
specifications of Exhibit A of the Contract and shall verify proper equipment
behavior. All test activities shall be in accordance with Exhibit D of the
Contract.

2.4.2     Test Environments Criteria Document. The Contractor shall prepare
and maintain a criteria document which shall specify the environmental test
limits (number of thermal cycles, temperature limits, vibration, acoustic,
shock, EMI/EMC, ESD, etc.) and required instrumentation for all unit,
subsystems, and spacecraft level testing. This document shall be appended to
Exhibit D.

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2.4.3     Test Review Documentation. The Contractor shall provide test
review documentation packages to support Test Procedure Reviews (TPRs), Test
Readiness Reviews (TRRs), and Post Test Reviews (PTRs), as specified in Exhibit
B. The test review documentation shall include, as a minimum, the following
data:

2.4.3.1    TPR Documentation. The following items shall be supplied:



| | 1. |  | A matrix, which relates test procedures to performance
verification requirements;
| | -- |  | ---------------------------------------------------------------------------------
|
| | 2. |  | Test specifications;                                                             
|
| | 3. |  | Test scope;                                                                      
|
| | 4. |  | Test pass and fail criteria;                                                     
|
| | 5. |  | Test procedure; and                                                              
|
| | 6. |  | Test equipment and instrumentation.                                              

2.4.3.2    TRR Documentation. The following items shall be supplied:



| | 1. |  | Test item configuration;                                        
| | -- |  | ----------------------------------------------------------------
|
| | 2. |  | As-built versus as-designed information;                        
|
| | 3. |  | Test procedure;                                                 
|
| | 4. |  | Test equipment and test software readiness and calibration
data;
|
| | 5. |  | Test results predictions;                                       
|
| | 6. |  | Test schedule and timeline; and                                 
|
| | 7. |  | Test review organization and personnel.                         

2.4.3.3    TRB/PTR Documentation. The following items shall be supplied:

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| | 1. |  | Executed (as-run) test procedure;                           
| | -- |  | ------------------------------------------------------------
|
| | 2. |  | Test results (non processed);                               
|
| | 3. |  | Processed test results and comparison with test predictions;
|
| | 4. |  | Test timeline, including start/end of each test module;     
|
| | 5. |  | Test sign-off sheets for customer concurrence;              
|
| | 6. |  | Test command files; and                                     
|
| | 7. |  | Anomaly reports.                                            

2.4.4     Test Plans and Procedure Reviews. Equipment test plans,
descriptions, and procedures shall be prepared according to the requirements of
Exhibit D and reviewed in accordance with the requirements of Exhibit B.

The initial release and updates of unit test plans and procedures shall be
presented to INTELSAT for review. Initial release and substantive revisions to
subsystem and system test plans and procedures shall require INTELSAT approval.
Minor modifications may be submitted for review at the corresponding Test
Readiness Review.

2.5       Spacecraft Systems Summary

The main objective of this document is to provide a good understanding of the
spacecraft design, performance, and operation to INTELSAT staff not routinely
associated with the INTELSAT Spacecraft Program Office (ISPO), and not
receiving the subsystem and system design review packages.

The spacecraft system summary shall contain general descriptions of the
spacecraft and any airborne support equipment down to unit level, their modes
of operation and performance, layout and overall configuration drawings, and
functional diagrams of major assemblies and subsystems. Current versions of
the mass, power, pointing, orbital maneuver life, and propellant budgets shall
be included, using the same format as the quarterly reports (i.e. including
mass and power breakdown down to the unit level). The communication subsystem
performance shall be presented in detail, and shall provide a summary of the
communications performance analyses specified in Appendix 3 of Exhibit B. Each
revision shall be provided as a standalone document.

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2.6       Color Photographs

The following photographs shall be delivered for each spacecraft:



| | 1. |  | Prior to launch for each spacecraft:
| | -- |  | ------------------------------------



| | a. |  | Assembled spacecraft, with and without thermal
covers, blankets, and barriers from a minimum of six different
angles in all configurations from launch through full on-orbit
deployment. The view angles shall be
selected so that the set of photographs show all external
portions of each spacecraft configuration with sufficient
detail to photo-document interfaces and installations.
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | Partially assembled spacecraft showing all
equipment locations, cabling layouts, test instrumentation,
and the locations of all sensors and transducers.                                                                                                                                                                                                                                    
|
| | c. |  | All deployable appendages in final flight
configuration (typically at the launch site) showing final
blanket installation and critical interfaces and clearances.                                                                                                                                                                                                                           



| | 2. |  | Each type of bus and payload unit with two orthogonal side
views, one view from the top, and one view from the bottom of the
unit with and without covers installed. There shall be sufficient
detail that both external and internal assembly details are
adequately documented to facilitate technical discussions and/or
anomaly investigations.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.7       Spacecraft Log Books

Copies of spacecraft daily activity log books used by the I&T organization for
daily integration and test (I&T) activities, which start with the delivery to
I&T of the spacecraft core structure or the transponder panels, shall be
available for INTELSAT examination throughout the course of integration and
test activities. The book(s) shall contain detailed information on a
shift-by-shift basis or as dictated by the I&T test schedule. The information
contained in the log book(s) shall include mechanical and electrical
activities, including any anomalies or discrepancies encountered, whether these
are raised to the level of material review board or not. Examples of
mechanical activities include box installation/removal and waveguide/coaxial
cable installation/removal. Mechanical testing activities, including unit
evaluation records

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generation/closure, shall also be included. The electrical
test activities shall include test modules performed, results of the test
module whether data passed or, if it failed, a test discrepancy report.

Each test discrepancy report investigation shall be summarized. Connector
mating/demating shall be included. This document shall also include
environmental test activities. Required information shall be: 1) type of test,
integration or inspection; 2) hardware configuration changes, 3) date and
start/end time; 4) anomalies/failures; 5) summary of work completed by shift,
and 6) any other type information required by the Contractor.

Log-books may be prepared in the countrys national language.

2.8       Spacecraft Product Assurance Plan

A Product Assurance Plan in accordance with the requirements defined in Exhibit
C shall be provided.

2.9       Spacecraft Assembly Drawings and Circuit Diagrams

Complete sets of spacecraft assembly drawings and circuit diagrams (from top
level down to equipment) shall be provided either electronically or in the form
of microfilm aperture cards and on hard copy, accompanied by an index
identifying the subject and number of the aperture card and with a drawing tree
identifying the way to find the aperture card number of a specific drawing or
diagram.

The circuit diagrams shall completely define the power, RF, and signal
interconnections at the unit level, by specific connector pin assignment.
Where necessary, wiring lists may be used to supplement the circuit diagrams to
provide this information. These documents shall be supplied at CDR and updates
shall be delivered when released.

For the Propulsion Subsystem, a fully dimensioned set of drawings complete with
a parts list shall be provided.

During the program, all released drawings for spacecraft produced under this
Contract shall be available for INTELSAT review as soon as each drawing is
released.

2.10      Foreground Data and Background Data List

In accordance with the Article of the Contract entitled Foreground and
Background Data, three months after the Effective Date of Contract and at
the end of each three-month period thereafter

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until the completion of all work;
the Contractor shall deliver to INTELSAT a written list, by subject, of all
Foreground Data and Background Data under the Contract or a written
certification that there is no Foreground Data or Background Data.

2.11      Invention Reports

In accordance with the Article of the Contract entitled Inventions, the
Contractor shall submit the following.

2.11.1    Notification of Subject Inventions and Background Patents. Three
months after the Effective Date of Contract and at the end of each three-month
period thereafter until the completion of all work, the Contractor shall
deliver to INTELSAT a written list, by subject, of all
not previously reported Subject Inventions and Background Patents under this
Contract, or a written certification that there were no Subject Inventions or
Background Patents. The list shall set forth the reference number, title,
inventor(s), and date of conception, reduction to practice, patent application
or patent issuance, whichever is latest as well as the assigned Patent
application number or Patent number, if any, and specifically identify any
unnecessary background patents and limitations on authority to grant rights in
background patents. Upon completion of all work under this Contract and prior
to final acceptance, the Contractor shall deliver to INTELSAT a written list,
by subject, of all Subject Inventions and Background Patents under this
Contract, whether or not previously reported, or a certification that there are
no such Subject Inventions or Background Patents.

2.11.2    Disclosure of Subject Inventions. Within six (6) months
following conception or first actual reduction to practice of each Subject
Invention, whichever occurs first under this contract, the Contractor shall
deliver to INTELSAT a written disclosure of each Subject Invention not
previously disclosed.

2.11.3    Patent Applications. The Contractor shall deliver to INTELSAT
copies of each patent application and each patent promptly after the filing or
issuance thereof, as applicable.

2.12      Inventory Records

The Contractor shall, periodically, physically inventory all INTELSAT property
in its possession and shall cause subcontractors to do likewise. The type and
frequency of such inventory shall be established by the Contractor, and
notification of the same shall be provided to INTELSAT. The Contractor shall
retain and cause its subcontractors to retain inventory records of INTELSAT
property, until the last item to be delivered, and shall have such records
available for INTELSAT review, upon reasonable notice, at any time during the
period of this Contract. These records

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shall be submitted to INTELSAT. If
there is no INTELSAT property in the Contractors or its subcontractors
possession at that time, notification shall also be provided to that effect to
INTELSAT.

2.13      Reporting of Payments

In accordance with the Article of the Contract entitled Reporting of
Payments, the Contractor shall have its auditors certify to INTELSAT
annually that any gratuity (exceeding $100 US) which has been given to any
INTELSAT official or consultant in connection with this contract, has been
reported to INTELSAT.

2.14      Flight Software/Firmware Documentation

Documentation deliverables for flight firmware shall include the following:



| | 1.  |  | Software/Firmware Requirements Specification;                                        
| | --- |  | -------------------------------------------------------------------------------------
|
| | 2.  |  | Software/Firmware Design Document;                                                   
|
| | 3.  |  | Software/Firmware Test Report;                                                       
|
| | 4.  |  | Software/Firmware Test and Validation Plan;                                          
|
| | 5.  |  | Development Standards;                                                               
|
| | 6.  |  | Flight Software/Firmware listings (hard copy and electronic)                         
|
| | 7.  |  | Flight Software/Firmware object code (electronic)                                    
|
| | 8.  |  | Flight Software/Firmware memory map database (electronic);                           
|
| | 9.  |  | Software/Firmware Quality Assurance/Product Assurance Plan;                          
|
| | 10. |  | Software/Firmware Configuration Control Plan; and                                    
|
| | 11. |  | Firmware/Software flow diagrams with sufficient text to
describe logic and operation.

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All flight software/firmware shall be developed using the Contractors
established standards and procedures. Source code shall be controlled and
changed using only a designated librarian. After release, flight
software/firmware shall be subject to Engineering Change Notice (ECN) control.

2.15      Spacecraft Thermal Analytical Models

The Contractor shall deliver all test and flight correlated thermal analytical
models used in the final design of the spacecraft. These models shall be
provided in a machine independent ASCII Character Set. The models shall be
delivered in the most recent version of SINDA commercially available.

2.16      Contract Work Breakdown Structure

The Contractor shall provide, as part of the Program Management Plan, a
Contract Work Breakdown Structure (CWBS), without cost or price data,
which systematically defines the total
program in such a way that all elements have the proper relation to each other
and that all elements are incorporated.

The CWBS shall include all the deliverable (and non-deliverable but critical)
end items called out in this Contract, including flight equipment (from unit
level up), ground support/test equipment, facilities, services, manuals,
reports, etc. It shall also include the major functional tasks that must be
performed to conceive, design, fabricate, assemble, test and deliver the end
items.

Each CWBS element shall have a unique identification number which also reflects
its logical relationship to other CWBS elements, and as such can be the basis
for the production of specification and drawing trees.

The reference numbers of deliverable data shall include references to the
corresponding CWBS numbers.

2.17      Telemetry and Command Databases

The Contractor shall create and maintain such electronic telemetry and command
databases (T&C databases) as are required to interpret all spacecraft telemetry
and generate all spacecraft commands.

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For each database, the Contractor shall create and maintain documentation
providing detailed information on the structure and interpretation of the
database.

The sufficiency of the content of the T&C Databases shall be approved by
INTELSAT.

2.17.1    Telemetry Format Specifications. The Contractor shall provide
the telemetry format specifications. These specifications shall detail each
telemetry stream, format, and mode, and how each mode is determined in
telemetry, and how each mode is structured in the database.

2.17.2    Command Format Specifications. The Contractor shall provide the
command format specifications. These specifications shall detail each command
type (e.g., simple one word commands, complex commands, command block, etc.)
and shall detail how these command types are structured in the database.

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2.17.3    Processor Specifications. The Contractor shall provide documents
describing each processor on the spacecraft, especially with respect to their
memory configurations (e.g. 32 k/16-bit) and memory maps. These documents shall
also describe how memory data is accessed by users on the ground, and which
memory locations should be monitored as a part of satellite
performance maintenance. The concepts behind any stored command processes and
autonomous processes like battery charge measurement, thermal control, fault
detection and correction, etc. shall be described in detail.

2.17.4    Database Model Definitions. The Contractor shall deliver
documents describing manufacturers data models. Detailed descriptions of each
table and column shall be included. An example generic database shall be
included for illustration purposes. The database definition document shall
address Telemetry, Commanding, all on-board memory maps, and any other
satellite specific databases (e.g., command macros, ground procedures, etc.).

2.17.5    Telemetry Database. For telemetry parameters, the database model
definition shall include:



| | 1.  |  | A unique identifier;                                                                                                                   
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|
| | 2.  |  | A short textual label;                                                                                                                 
|
| | 3.  |  | A detailed textual description;                                                                                                        
|
| | 4.  |  | The underlying data representation of the parameter
(unsigned, twos-complement, etc.);                                                
|
| | 5.  |  | The subsystem to which the parameter belongs;                                                                                          
|
| | 6.  |  | The calibration algorithm and coefficients of the parameter
in SI units and the engineering units or lookup table values as
applicable;
|
| | 7.  |  | Parameter measurement accuracy, range, and resolution;                                                                                 
|
| | 8.  |  | The hardware unit and address of the multiplexer providing the data if
applicable;                                                     
|
| | 9.  |  | The physical location of the sensor providing the measurement
if applicable (e.g., thermistor, strain gauge, pressure sensor,
etc.);   
|
| | 10. |  | Identification of spare sensors inputs and spare telemetry words;                                                                      

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| | 11. |  | Identification of the telemetry stream in which the parameter
is found, the position and length of the parameter within the
telemetry format (minor frame, byte offset, number of bits); and
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 12. |  | All information necessary to dwell on the parameter if applicable.                                                                                                                          

2.17.6    Command database. The data model shall include for each command:



| | 1.  |  | Spacecraft affectivity;                                                                                                                                              
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2.  |  | A unique identifier;                                                                                                                                                 
|
| | 3.  |  | The bit pattern for the command including an indication of
the variable portions
of the command and the data type, conversion algorithms, and units
of the variables;
|
| | 4.  |  | Subsystem designation;                                                                                                                                               
|
| | 5.  |  | A short textual label;                                                                                                                                               
|
| | 6.  |  | A detailed textual description;                                                                                                                                      
|
| | 7.  |  | A list of warnings for the command where applicable;                                                                                                                 
|
| | 8.  |  | A list of conditions which vary the function of the command
when executed (these conditions shall be part of the normal
telemetry frame);                            
|
| | 9.  |  | Complimentary or related commands;                                                                                                                                   
|
| | 10. |  | An indication if a commands is potentially hazardous or irreversible;
and                                                                                            
|
| | 11. |  | A list of post conditions which indicate the successful
execution of the command (these conditions shall be part of the
normal telemetry frame).                     

2.17.7    Initial Generic Databases. Initial telemetry and command
databases shall be delivered in accordance with Table 2/1. Payload specific
details do not need to be included, but heritage unit memory maps, telemetry
and commands shall be included.

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2.17.8    Initial Spacecraft Unit Databases. For the initial spacecraft,
the Contractor shall deliver in accordance with Table 2/1 spacecraft unique
command and telemetry databases. (For any subsequent optional spacecraft, each
respective initial database shall be delivered after date of exercise of option
in accordance with Table 2/1).

2.17.9    Intermediate Databases. For the initial spacecraft, the
Contractor shall deliver in accordance with Table 2/1 an intermediate database
containing final bus telemetry and command databases and updated memory maps.
(For any subsequent optional spacecraft, each respective
intermediate database shall be delivered after date of exercise of option in
accordance with Table 2/1). A report shall be provided in electronic format
specifying which items have been modified from the previous version of the
database. Initial payload telemetry and command assignments shall be included
in this release. Updates to the intermediate databases shall be delivered after
test that affect database values are completed (in accordance with Table 2/1).

2.17.10    Complete Databases. For the initial spacecraft, the Contractor
shall deliver in accordance with Table 2/1 the complete memory maps, and
complete telemetry and command databases. (For any subsequent optional
spacecraft, each respective complete database shall be delivered after date of
exercise of option in accordance with Table 2/1). A report shall be provided in
electronic format specifying which items have been modified from the previous
version of the database. Updates to the complete databases shall be delivered
after tests that affect database values are completed (in accordance with Table
2/1).

2.17.11    Final Databases. For each spacecraft procured under this
contract, the Contractor shall deliver in accordance with Table 2/1 the final
version of the databases. All updates including final calibration curve
coefficients, database corrections, and final memory maps shall be included. A
report shall be provided in electronic format specifying which items have been
modified from the previous version of database. Updates after this point shall
be limited to emergency fixes and launch base calibrations only.

2.17.2    Submission Requirements. INTELSAT shall have unimpeded access to
the T&C databases and supporting descriptive documentation at all times. The
T&C databases shall be controlled by revision number and shall be maintained to
accurately reflect the configuration of the spacecraft during testing and until
shipment. INTELSAT shall be notified whenever the databases are revised.

2.18     Spacecraft Operations Handbook and Procedures

2.18.1    Spacecraft Operations Handbook. This document shall detail the
satellite operations including component descriptions, their TCR interfaces,
and operational needs. The document shall include all the necessary background
information and requirements to enable

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development and understanding of
operation procedures using any ground system. This document shall be used as
the operating procedure requirements document. This handbook shall be designed
for inclusion of supplemental information relating to changes in satellite
design and operation and shall include the following information:



| | 1. |  | Descriptions of all sensors, actuators, or other devices
including telemetry and commanding details and behavior in all
operational regimes, for all subsystems.                            
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Description of the data handling system.                                                                                                                                                    
|
| | 3. |  | Description of the satellite safety system, recommended
configurations during different phases of the mission the
rational for the recommendations, and recommended recovery
procedures.    
|
| | 4. |  | Description of all operational modes and details of
related telemetry and commands for all subsystems.                                                                                      
|
| | 5. |  | Operational constraints including a detailed list and
discription, categorized by subsystem, of all hazardous operations,
conditions and performance limitations.                           
|
| | 6. |  | Operational plans and procedure requirements for both routine
and emergency operations. The operational plans shall include
background information and rationale for recommended operations.
|
| | 7. |  | Telemetry predictions and signatures of all relevant
operational parameters. Representative data from ground testing at
unit, subsystem, and system levels shall be provided.               
|
| | 8. |  | If the slew method is used for antenna pattern measurement,
all information related to ADCS macros and ground based data
reduction software shall be delivered.                             

This data shall include, but shall not be limited to, the following:



| | 1. |  | For Thermal Control. A tabulation of unit operating
and non-operating design, acceptance and qualification temperature
limits for all units in the spacecraft and the temperature gradients
between the qualification temperature control location and the
flight sensor. The flight sensor limits necessary to detect that
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |    |  | temperatures are within thermal design limits on all units shall be
separately defined.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    |  | A complete set of steady state minimum and maximum thermal
predictions for all units at beginning and at end-of-life
conditions at solstice and at equinox and in transfer orbit, for
thrusters in all operational modes, and transient predictions for
the battery in all charge and discharge and reconditioning states.
The predictions shall include definition of the configurations
assumed in these analyses. The thermal sensitivity to operation of
varying numbers and configurations of each
type of unit and each heater shall be specified. Sensitivity
information shall be provided for payload units at no-drive and at
saturation.
|
| |    |  | A description of the minimum and maximum survival thermal
configurations including limiting factors. The minimum thermal
configuration shall be defined for a nominal operational
environment and the minimum survival thermal configuration
(non-operational) shall be defined for recovery conditions defined
in the contingency plans. The maximum thermal survival
configuration shall be defined for the maximum payload
configuration which shall not exceed thermal design limits at both
beginning-of-life and at end-of-life conditions (worst case
season).                                                                              
|
| |    |  | Figures showing the location of all temperature telemetry and
control sensors shall be included. Schematics of all systems
indicating type of control, heater resistance, and identification
of controlling element (e.g., thermostat, thermistor), shall be
provided.                                                                                                                                                                                                                                                                                                                                                                             
|
| |    |  | Summary data from the Solar Beam and spacecraft thermal vacuum test
shall be included in tabular and graphical form.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | 2. |  | For Power Control. Battery Depth-of-Discharge (DOD)
plot profile during transfer orbit, annotated with major events.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |    |  | If used, the efficiency of boost regulators under all conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |    |  | The 24 hours profile, including a 72 minutes eclipse, of typical
battery voltage, discharge current and battery temperature at
beginning of life and at end of life.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |    |  | Battery strain gauge drift prediction from launch to satellite
end-of-life.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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| |    |  | Solar array current and charge current predictions from launch to
satellite end-of-life.                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    |  | Battery cell voltage and pressure profiles versus state-of-charge
at 0°, 10°, and 20°C, and other appropriate temperatures.                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | 3. |  | For Attitude Control. Nominal and extreme values of
the control system parameters in tabular form.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |    |  | Simulation plots of all ADCS operations from launcher separation
to satellite end-of-life, including transfer orbit maneuvers,
apogee burns, earth acquisition, synchronous orbit maneuvers
(all modes), equipment switching transient responses, deorbiting
maneuvers, equipment failure simulations, backup control system
simulations and reacquisition simulations at midlife and
satellite end-of-life scenarios.                                                                                                               
|
| | 4. |  | For Propulsion Subsystem. Tabular data for nominal
moment arms, cant angles and locations of all thrusters, nominal
thruster performance (thrust, specific impulse, etc.), propulsion
tank blow-down and sensitivity tables. Plotted data for propulsion
tank blow-down and pressurant tank blow-down response. A line
drawing depicting the physical thruster location shall also be
included. For electric propulsion, inter-relationships with other
critical subsystems, such as Power (battery DOD and thermal), shall
be shown.
|
| | 5. |  | For Mechanisms. Nominal bus current signatures during
stepping or deploying. Nominal stepping rates and deployment times.
Idiosyncrasies of stepper motor drives, if any. Predictions of
spacecraft in-orbit rigid body dynamics for all deployments,
especially solar arrays, booms, and/or antennas. Provide all
positioners and mechanism pointing data in both step count and
absolute spacecraft angles.                                                                                                                        

2.18.2    Spacecraft Operations Procedures. The operational procedures
shall be developed jointly by the Contractor and INTELSAT using the Operations
Handbooks as a guide. All operational procedures shall be validated using the
Spacecraft Control Simulator. The operational software shall be validated with
the support of the contractor. The Operations Procedures shall include the
procedures for normal operations and for emergency operations.

2.19     Spacecraft Parameters Handbook

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A complete set of pre-launch measurements for spacecraft payload and bus
performance data unique to each flight spacecraft shall be delivered to
INTELSAT prior to each spacecrafts Shipment Readiness Review. Both the
payload and bus data below shall be provided in the form of a handbook to be
used as a reference by INTELSAT spacecraft operations personnel.

Additionally, the payload and TC&R data below shall be provided via magnetic
tape or other mutually agreed upon media in a format consistent with INTELSATs
existing spacecraft processing software (for use in INTELSAT communications
modeling, in-orbit test, and operations support software). In addition, a
sufficient number of appropriate contour plots, transfer characteristics, and
frequency response curves shall be provided in hardcopy (plotted and
tabular) form for end-to-end data transfer verification. Furthermore,
spacecraft bus operational data (e.g., thruster data) shall also be delivered
via electronic media for direct input into INTELSAT provided spacecraft control
software.

Initial release of the Spacecraft parameters handbook shall be provided prior
to the first training course (refer to Exhibit B, Section 7.4).

2.19.1    Payload Performance Data. As a minimum, the following shall be
provided for the communications and TC&R subsystems:



| | 1. |  | Antenna pattern measurements for each beam at the center
frequency of each transponder. These data shall be an array of gain
measurements versus spacecraft offset angle (elevation and azimuth)
over the entire earths disc measured with a step size of 0.2° or
less. Both co-polar and cross-polar gain data shall be required for
each receive and transmit beam.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    |  | Antenna pattern measurements for each tracking beacon and TC&R
antenna including co-polarization and cross-polarization data.                                                                                                                                                                                                                                         
|
| |    |  | A final update of the antenna pointing error budget based on
measured data shall be included.                                                                                                                                                                                                                                                                         
|
| | 2. |  | Peak antenna gain measurements for each beam at the center
frequency of each transponder. (Notes 3, 4)                                                                                                                                                                                                                                                                
|
| |    |  | Band-center insertion losses from receive antenna input (including
the antenna insertion loss) to the input to the primary and
redundant receivers for each beam.                                                                                                                                                                                                     

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| |    |  | Peak antenna gain data of each tracking beacon antenna and TC&R
antenna at clearly identified reference interfaces.                     
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|
| | 3. |  | Performance data (Note 4) at beam peak for each receiver and
high power amplifier (HPA) combination and transmission channel,
including:



| | a. |  | Saturation flux density (SFD)               
| | -- |  | --------------------------------------------
|
| | b. |  | E.i.r.p.                                    
|
| | c. |  | G/T in transponder high and low SFD settings



| | 4. |  | Performance data (Notes 1,3,4) including:
| | -- |  | -----------------------------------------



| | a. |  | Input power-to-saturate for all combinations of
primary and redundant units, channel center frequencies,
beam-to-beam cross-straps, and transponder operating modes.                                                                                                                                                                                                                                
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | Saturated output power and HPA power transfer
curves from -20 dB to +3 dB input back off (IBO) in 1 dB
steps. This data shall be provided for all HPAs in each
channel of operation, and transponder operating mode, which
affects these parameters.                                                                                                                                                
|
| | c. |  | Noise figures in loop back for primary and
redundant receivers in each transmission channel and beam of
operation in high and low SFD setting. If components after the
receivers contribute to the system noise figure, then noise
figure data shall be provided for those channels, beam-to-beam
cross straps, unit combinations, and operating modes, which
contribute to the system noise figure.
|
| | d. |  | Transponder gain step values over the complete
gain adjustment range. The gain step data shall be (i)
normalized to zero in the gain for which SFD data is provided,
(ii) provided as step-to-step gain deltas, and (iii) total
cumulative gain change relative to item (i).                                                                                                                        



| | 5. |  | High power amplifier transfer characteristics for all ground
selectable configurations for a sample of 10 HPAs of each power
level and type from each HPA subcontractor (Notes 1, 2). These
transfer characteristics shall include: a) single carrier amplitude,
DC power, and phase, b) two carrier amplitude, c) two
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |     |  | carrier
intermodulation d) NPR (noise power ratio) and e) multi-carrier
(using a band of noise) amplitude. Data shall be measured at the
center frequency of each transponder at the following input power
levels referenced to single carrier IBO: +3, +2, +1, 0, -1, -2, -3,
-4, -5, -6, -7, -10, -13, -17, -20 dB. For HPAs for which the
linearizers or limiters can be bypassed, the HPA shall, in addition,
be measured in the bypass mode at the center frequency of each band
at the above listed IBO levels.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 6.  |  | Input multiplexer swept frequency response characteristics
for one complete flight compliment of filters (Notes 1, 2). This
includes in-band and out-of-band amplitude and group delay for each
channel.                                                                                                                                                                                                                                                                                                             
|
| | 7.  |  | Output multiplexer swept frequency characteristics for one
complete flight compliment of filters (Notes 1,2). This includes
in-band and out-of-band amplitude and group delay for each channel.                                                                                                                                                                                                                                                                                                                      
|
| | 8.  |  | Total transponder swept frequency characteristics: This
includes in-band and out-of-band amplitude and group delay for each
channel. Data shall be provided for each transponder configuration
specified to be measured or calculated in the subsystem/system test
plan (Note 1).                                                                                                                                                                                                                                    
|
| | 9.  |  | Transponder conversion frequencies for all combinations of
primary and redundant units (Note 1).                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | 10. |  | Tracking beacon peak-of-beam e.i.r.p.s and frequencies (Note
1).                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | 11. |  | Telemetry transmitter e.i.r.p., frequency; baseband
frequencies and modulation indices for the different modes of
operation (Note 1).                                                                                                                                                                                                                                                                                                                                                                                
|
| | 12. |  | Command SFD thresholds, deviation sensitivity, command signal
strength, telemetry versus SFD, and command bandwidth for all modes
of operation (Note 1).                                                                                                                                                                                                                                                                                                                                                             
|
| | 13. |  | Ranging phase delay for the different modes of operation (as
a minimum, measured during spacecraft level thermal vacuum test)
(Note 1).                                                                                                                                                                                                                                                                                                                                                                              
|
| | 14. |  | High power amplifier power consumption versus drive
characteristics up to +3dB RF drive relative to SFD (Note 1).                                                                                                                                                                                                                                                                                                                                                                                                    

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REVISION 2



| | 15. |  | Anode voltage (for TWTAs), helix current (for TWTAs), and
gate current (for SSPAs) versus drive level for all high power
amplifiers (Note 1).
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------

Notes for Items in 2.19.1:



| | 1. |  | Data shall be provided at ambient, hot, and cold
temperatures. All filter data shall be normalized to vacuum center
frequency.                                                                                                                                                                                                                                              
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Unit level test data may be provided.                                                                                                                                                                                                                                                                                                                                       
|
| | 3. |  | Referenced to the repeater/antenna interface point defined in
Exhibit A.                                                                                                                                                                                                                                                                                                    
|
| | 4. |  | Data shall consist of measured subsystem/system data (i.e.,
after post test correction for test anomalies and calibrations)
where directly available from test, and as required,
calculated data (i.e., based on measured data to the maximum extent
practical). All post test correction factors and data points
corrected using these factors shall be clearly documented.

2.19.2    Bus Performance Data. The following shall be included:



| | 1. |  | Data lists of the power consumption of all spacecraft units
for expected unit temperatures, voltages and RF drive levels (if
applicable). The unit power data shall also indicate the power bus
which supplies the power to the specific unit.                           
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | All unit alignment data including principal axis
misalignments, actuator and sensor alignments, and as shipped
sequenced mass properties. (NOTE: Final sequenced mass properties
must be provided from the launch site no later than 7 days before
the scheduled launch.)
|
| | 3. |  | Spacecraft appendage flexible modal frequencies.                                                                                                                                                                                                                         
|
| | 4. |  | Earth Sensor torsion bar resonant frequencies (if applicable).                                                                                                                                                                                                           
|
| | 5. |  | Ground tested gyro drift rates (if applicable).                                                                                                                                                                                                                          
|
| | 6. |  | Predicted disturbance torques during liquid apogee engine firing.                                                                                                                                                                                                        
|
| | 7. |  | Solar pressure disturbances during in-orbit operations.                                                                                                                                                                                                                  
|
| | 8. |  | Spacecraft configuration including serial numbers of all units of that
spacecraft.                                                                                                                                                                                       

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REVISION 2



| | 9.  |  | Actual thruster performance data including thrust levels, specific
impulses, etc.
| | --- |  | ---------------------------------------------------------------------------------
|
| | 10. |  | PPS maneuver algorithm and S/W.                                                  

2.19.3    Unit Data Documentation and Delivery. In general, unit data
shall be provided to INTELSAT at the unit acceptance review. As a minimum, the
following data shall be provided:



| | 1. |  | High power amplifier transfer characteristics as given in
items 4 and 5 in subsection 2.19.1;
| | -- |  | ---------------------------------------------------------------------------------------------
|
| | 2. |  | Output multiplexer narrowband out-of-band amplitude response;
and                            
|
| | 3. |  | Total transponder group delay.                                                               

All other data shall be delivered to INTELSAT as part of the unit end item data
package (EIDP).

2.20     Mass Properties Reports.

Mass properties shall be provided on a monthly basis and shall contain, as a
minimum, the following data:



| | 1. |  | A statement of the current actual or estimated dry spacecraft
mass and that of any airborne support equipment, relative to the
launch vehicle carrying capacity.                                                                                                                                
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | A spacecraft subsystem-by-subsystem mass budget, indicating
the actual and estimated mass elements, and the current mass margin.                                                                                                                                                                
|
| | 3. |  | A graph showing a month-by-month plot of the estimated total
spacecraft dry mass, and the maximum allowable dry mass (defined as
a function of launch vehicle capacity and the mass of propellant
required to meet the Contract orbital design life and orbital
maneuver life of the satellite).
|
| | 4. |  | An updated computer listing providing the mass breakdown per
unit.                                                                                                                                                                                                                              
|
| | 5. |  | Updated sequenced mass properties                                                                                                                                                                                                                                                               

2.21     Spacecraft Power Budget Reports.

Spacecraft power budget reports shall be provided on a monthly basis and shall
contain, as a minimum, the following data:

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REVISION 2



| | 1. |  | A summary for each phase of the mission (launch, transfer
orbit, drift orbit, geostationary on station orbit), indicating the
estimated power margin in each phase including the comparison of no
failure, one solar array string failure, and one battery cell
failure cases. For the geostationary orbit the following conditions
shall be provided: sunlight summer/winter solstice, spring/fall
equinox, and eclipse. Solar array margins and battery DOD shall be
provided.
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | An updated computer listing, which provides the power
breakdown per unit for the payload and for the spacecraft bus.                                                                                                                                                                                                                                                                                                                                                            

2.22     Analyses and Studies

All analyses and studies performed shall be documented. The reports shall
include:



| | 1. |  | Statement of the objectives of the analysis and outline of
the methodology.                                                          
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Definition of all symbols used in equations and statement of
all assumed boundary conditions and values of constraints.              
|
| | 3. |  | References, if appropriate, to reduce the amount of
explanatory texts, or indication of sources of common equations,
algorithms, etc.
|
| | 4. |  | Methodology and/or listing of computer analyses.                                                                                     
|
| | 5. |  | Sufficient information to allow INTELSAT to verify the
adequacy and accuracy of the analyses.                                        

The reports shall be updated when new information becomes available during the
Contract period, and shall adequately describe any differences.

2.23     Mission and In-Orbit Operational Algorithms

All algorithms, which are needed for flight dynamics and ADCS operations both
during launch and transfer orbit mission phases and during in-orbit operations
shall be provided.

2.24     Propulsion Performance Models

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REVISION 2

Propulsion performance models for transfer orbit and in-orbit operations shall
be provided. These models shall be customized by spacecraft based on unit level
acceptance test data and shall be suitable for use by INTELSAT to predicted and
reconstruct maneuver performance and propellant utilization.

2.25     Configuration Status Document (CSD)

The Configuration Status Document provides a summary description of the
technical baseline for the INTELSAT X program. As a minimum, the following
shall be included:



|a. |  | all subsystem functional block diagrams;                                                                                            
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | a spacecraft hardware composition list, including reference designators,
subsystem identification, item quantity, item part number,.

2.26     Ring Redundancy Switching Software

For the INTELSAT 10-01 payload, the Contractor shall provide a software tool to
assist in determining the most appropriate switch positions of the Ku-band ring
during routine and contingency operations, including:



| |  | evaluation of initial ring configurations and alternatives.                            
|- |  | ---------------------------------------------------------------------------------------
| 
| |  | re-planning of operational channels and/or reassignment of channelised sections.       
| 
| |  | reconfiguration of the channelised section redundancy in case of an unexpected failure.
| 
| |  | during in-orbit test and routine operations                                            

The software tool shall be provided in runtime code, under standard commercial
software development and verification practices, and shall be compatible with
HP-UX 10. 20 and 11.0. Additionally supplied documentation, required to allow
INTELSAT integration into the INTELSAT ground network software, shall include:
user manual; administration guide (for installation, maintenance,
configuration); identification of exact compiler version used; software
verification test plans and results.

Software Functional Requirements

The optimization criteria for the switching algorithms shall be selectable as
one or a combination of:



| |  | minimum number of operational channels suffering interruptions due to switch rotations
|- |  | --------------------------------------------------------------------------------------

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REVISION 2



| |  | minimum number of operational channels suffering interruptions due to the dual EPC
design                                            
|- |  | -------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | minimum total number of switch position changes                                                                                      
| 
| |  | minimum global loss for active (operational) channels (the losses are based on RF
computed loss values related to the output matrix).

Additional constraint criteria for the switching algorithms shall be defined:



| |  | channelised sections (input channel to output channel) which may not have their
input/output paths disrupted
|- |  | ------------------------------------------------------------------------------------------------------------
| 
| |  | maximum number of switch crossed for any active chain.                                                      

The final output of the algorithm shall be a set of switch position changes
required, and the sequence of such switch position changes, to configure or
reconfigure the redundancy ring. The correct outputs shall be achieved in the
case where input and output redundancy rings are non-symmetrical, for example
where different switch types are used in the input and output matrix.
The tool shall also take into account the operational interruption due to the
dual EPC design for INTELSAT X.

Software Interface Requirements

The software shall offer file based interfaces (with Contractor specified file
formats), in order to:

Input



|1. |  | Specify the present position of each switch.                                                                                             
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Provide association of telecommands with switch position and necessary
TWT/CAMP configuration telecommands.                              
|  
|3. |  | Provide the status of switches (usable, unusable, jammed), channels
(active, inactive) and tubes (nominal, unusable, degraded or parked).

Output



|1. |  | Provide the required position of each switch for each configuration
meeting the required optimization constraints and criteria.        
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Provide the optimization criteria values and configuration information
(number of switches crossed, loss) for each channelised section.

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REVISION 2



|3. |  | Provide the telecommand string associated with the input and output
switch matrix in the correct sequence necessary to reconfigure the
redundancy ring.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------

Note  the definition of required switch positions shall be the same as the
position of the present switch positions and the file format shall be similar
to allow for feedback of output file to input (such as look forward analyses
of multiple events).

Training

Training for INTELSAT operators of the switch configuration software will be
provided, for up to 5 persons. The training shall be of two days duration, and
shall be held at the contractors facility.

3.0       DETAILED CDRL LISTING

Documentation items shall be delivered in accordance with Table 2-1.
Submission requirements given in days shall be understood as receipt at the
specified destination in full working days.

Some documents shall be provided in both hard-copy (paper) and electronic
formats. This electronic format shall be Word or Excel. Documents provided in
this electronic format shall include the Spacecraft Telemetry and Command (T&C)
List, the Spacecraft Systems Summary, the Spacecraft Operations Handbook, and
the Spacecraft Parameters Handbook. In addition, the Spacecraft Systems
Summary and the Spacecraft Operations Handbook electronic format shall be
written using an indexed search Hypertext format, similar to Help functions
on many commercial software packages. Diagrams shall also be provided in
electronic format (AUTOCAD or other). Propulsion data for INTELSATs
propulsion models shall also be provided in electronic format (diskette).

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APPENDIX 2 TO EXHIBIT B
REVISION 2

|       |  |                                         |  |                    |  |            |  |             |  |                   |  |          |   |   |  |   |  |  |   |  |  |                                                   
|------ |  | --------------------------------------- |  | ------------------ |  | ---------- |  | ----------- |  | ----------------- |  | -------- | - | - |  | - |  |  | - |  |  | --------------------------------------------------
|      
|CDRL   |  | Item                                    |  | Contract           |  | Submission |  | Submission  |  | Electronic (E) or |  |         
|Number |  |                                         |  | Reference          |  | Criteria   |  | Requirement |  | Number of Paper   |  | Comments
|       |  |                                         |  |                    |  |            |  |             |  | (P) Copies        |  |         
|       |  |                                         |  |                    |  |            |  |             |  |                   | 
|       |  |                                         |  |                    |  |            |  |             |  | HQ                |  | ISPO     |   |  
|       |  |                                         |  |                    |  |            |  |             |  |                   | 
|       |  |                                         |  |                    |  |            |  |             |  | E                 |  | P        |   | E |  | P |  | 
|      
|A01    |  | Foreground and Background Data Lists    |  | Ex B., Ap2
2.10    |  | Info       |  | ******      |  |                   |  |          | 2 |   |  |   |  |  | 1 |  |  | Delivered in conjunction with the Quarterly Report
|A02    |  | Inventions and Background Patents Lists |  | Ex B., Ap2
2.11    |  | Info       |  | ******      |  |                   |  |          | 2 |   |  |   |  |  | 1 |  |  | Delivered in conjunction with the Quarterly Report
|A03    |  | Inventory Records                       |  | Ex. B, Ap 2, 2.12  |  | Info       |  | ******      |  |                   |  |          | 2 |   |  |   |  |  | 1 |  |  |                                                   
|A04    |  | Reporting of Payments Audit Report      |  | Ex. B, Ap. 2, 2.13 |  | Info       |  | ******      |  |                   |  |          | 2 |   |  |   |  |  |   |  |  | To be submitted by Contractors external auditor  
|      

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APPENDIX 2 TO EXHIBIT B
REVISION 2

|       |  |                                               |  |                   |  |            |  |             |  |                   |  |          |    |   |  |   |  |  |    |  |  |                                                                                                                                        
|------ |  | --------------------------------------------- |  | ----------------- |  | ---------- |  | ----------- |  | ----------------- |  | -------- | -- | - |  | - |  |  | -- |  |  | ---------------------------------------------------------------------------------------------------------------------------------------
|      
|CDRL   |  | Item                                          |  | Contract          |  | Submission |  | Submission  |  | Electronic (E) or |  |         
|Number |  |                                               |  | Reference         |  | Criteria   |  | Requirement |  | Number of Paper   |  | Comments
|       |  |                                               |  |                   |  |            |  |             |  | (P) Copies        |  |         
|       |  |                                               |  |                   |  |            |  |             |  |                   |  |         
|       |  |                                               |  |                   |  |            |  |             |  | HQ                |  | ISPO     |    |  
|       |  |                                               |  |                   |  |            |  |             |  |                   |  |         
|       |  |                                               |  |                   |  |            |  |             |  | E                 |  | P        |    | E |  | P |  | 
|      
|B01    |  | Program Management Plan                       |  | Ex.B., Ap2
2.1.1  |  | Approval   |  | ******      |  |                   |  |          | 3  |   |  |   |  |  | 5  |  |  |                                                                                                                                        
|B02    |  | Acronyms and Abbreviations List               |  | Ex.B., Ap2
1.3    |  | Info       |  | ******      |  |                   |  |          |    |   |  |   |  |  |    |  |  | Include in Quarterly Report                                                                                                            
|B03    |  | Configuration Status Document (CSD)           |  | Ex. B, Ap 2, 2.25 |  | Info       |  | ******      |  |                   |  |          | 2  |   |  |   |  |  | 5  |  |  |                                                                                                                                        
|B04    |  | Organization Charts                           |  |                   |  | Info       |  | ******      |  |                   |  |          | 2  |   |  |   |  |  | 2  |  |  |                                                                                                                                        
|B05    |  | Data Management Plan                          |  | Ex. B, Ap2
2.1    |  | Approval   |  | ******      |  |                   |  |          |    |   |  |   |  |  |    |  |  |                                                                                                                                        
|B06    |  | Review Notification and Documentation
Package |  | Ex. B, Ap2
2.3    |  | Approval   |  | ******      |  | 5                 |  |          | 2  |   |  | 1 |  |  |    |  |  | Applies to PDR, CDR, FDR, MRR, TPR, TRR, PTR, SRR &
Equipment Acceptance Reviews.                                                      
|       |  |                                               |  | Ex. C,            |  |            |  |             |  | 5                 |  |          | 10 |   |  | 1 |  |  | 10 |  |  | Elec. + 2paper copies to Headquarters for system level PDR,
CDR and FDR, SRR.                                                          
|       |  |                                               |  |                   |  |            |  |             |  |                   |  |          |    |   |  |   |  |  |    |  |  | For additional spacecraft, the documentation packages may
refer to previous submittals for sections where the
information is unchanged.
|B08    |  | Action Item Responses                         |  | Ex. B, 3.2        |  | Review*    |  | ******      |  |                   |  |          | 2  |   |  |   |  |  | 10 |  |  | Except for critical and system level reviews which shall be
for approval.                                                              
|B09    |  | Mission and In-Orbit Operational Algorithms   |  | Ex. B Ap2, 2. 23  |  | Review     |  | ******      |  | 1                 |  |          |    |   |  | 1 |  |  |    |  |  | For additional spacecraft, updates due 6 months after date
of order.                                                                   
|      

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APPENDIX 2 TO EXHIBIT B
REVISION 2

|    |  |                                   |  |                 |  |         |  |        |  |  |   |  |  |   |  |  |   |  |  |   |  |                                                               
|--- |  | --------------------------------- |  | --------------- |  | ------- |  | ------ |  |  | - |  |  | - |  |  | - |  |  | - |  | --------------------------------------------------------------
|   
|B10 |  | Propulsion Performance Models     |  | Ex. B Ap2, 2.24 |  | Review  |  | ****** |  |  | 1 |  |  |   |  |  | 1 |  |  |   |  | Dedicated model required for each Spacecraft                  
|B11 |  | Notification of Review Completion |  | Ex. B, 3.2      |  | Review* |  | ****** |  |  |   |  |  | 1 |  |  |   |  |  | 1 |  | * Except for system level reviews which shall be for
approval.
|   

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APPENDIX 2 TO EXHIBIT B
REVISION 2

|       |  |                                                     |  |                     |  |            |  |             |  |                   |  |          |  |   |   |   |  |     |  |                                                                                                                                                                              
|------ |  | --------------------------------------------------- |  | ------------------- |  | ---------- |  | ----------- |  | ----------------- |  | -------- |  | - | - | - |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|CDRL   |  | Item                                                |  | Contract            |  | Submission |  | Submission  |  | Electronic (E) or |  |         
|Number |  |                                                     |  | Reference           |  | Criteria   |  | Requirement |  | Number of Paper   |  | Comments
|       |  |                                                     |  |                     |  |            |  |             |  | (P) Copies        |  |         
|       |  |                                                     |  |                     |  |            |  |             |  |                   |  |         
|       |  |                                                     |  |                     |  |            |  |             |  | HQ                |  | ISPO     |  |  
|       |  |                                                     |  |                     |  |            |  |             |  |                   |  |         
|       |  |                                                     |  |                     |  |            |  |             |  | E                 |  | P        |  | E |   | P |  |    
|      
|B12    |  | Action Item Status Report                           |  | Ex.B, Ap2 2.2       |  | Info       |  | ******      |  |                   |  |          |  |   | 1 |   |  |     |  | To be included in Quarterly
        Reports.                                                                                                                                 
|B13    |  | Contract Work Breakdown Structure                   |  | Ex.B, Ap2 2.16      |  | Info       |  | ******      |  |                   |  | 2        |  |   |   |   |  | 2   |  | Updates need only contain sections
        changed since previous issue.                                                                                                     
|B14    |  | Specification and Drawing
        Trees             |  | Ex.B, 4.5.4.3       |  | Info       |  | ******      |  |                   |  | 2        |  |   |   |   |  | 2   |  | Includes unit Interface Control
        Drawings (ICD). Updates need only contain sections changed since previous
        issue.                                             
|B15    |  | Simulator Documentation                             |  | Ex.B, 7.3 Ex. B 8.3 |  | Approval   |  | ******      |  |                   |  | TBD      |  |   |   |   |  | 0   |  | For Communication and Spacecraft
        Simulators.                                                                                                                         
|B16    |  | Level I Spacecraft Schedules                        |  | Ex.B, 4.8.1         |  | Info       |  | ******      |  |                   |  |          |  |   |   |   |  |     |  | To be included in Quarterly
        Progress Report.                                                                                                                         
|B17    |  | Level II Spacecraft Schedules                       |  | Ex.B, 4.8.2         |  | Info       |  | ******      |  | 1                 |  | 1        |  |   | 1 |   |  | 10  |  | Also, include in Quarterly
        Reports. Schedules includes need date for each unit.                                                                                      
|B18    |  | Level III Short Term Activity
        Schedule      |  | Ex.B, 4.8.3         |  | Info       |  | ******      |  | 1                 |  | 1        |  |   | 1 |   |  | 10  |  | Also, include in Quarterly
        Reports.                                                                                                                                  
|B19    |  | Satellite Integration and
        Test Schedules    |  | Ex.B, 4.8.4         |  | Info       |  | ******      |  | 1                 |  | 1        |  |   | 1 |   |  | 10  |  | Level II summaries to be included
        in Level II Spacecraft Schedules in Quarterly Reports                                                                              
|B20    |  | Milestone Payments Status
        Charts and Graphs |  | Ex.B, 4.9.3         |  | Info       |  | ******      |  |                   |  | 2        |  |   |   |   |  | 2   |  | To be included in Quarterly
        Reports.                                                                                                                                 
|B21    |  | Spacecraft Systems Summary                          |  | Ex.B, Ap2 2.5       |  | Review     |  | ******      |  | 1                 |  | 60*      |  |   | 1 |   |  | 10* |  | *For the drafts, 20 copies
        to Headquarters & 10 copies to ISPO. For additional Spacecraft, may
        refer to previous submittals for sections which are unchanged.
|B22    |  | Quarterly Program Progress
        Report           |  | Ex.B, Ap2 2.2       |  | Info       |  | ******      |  |                   |  | 65       |  |   |   |   |  | 15  |  |                                                                                                                                                                              
|B23    |  | Meeting Minutes                                     |  | Ex. B, Sect 4.6     |  | Approval   |  | ******      |  |                   |  | 2        |  |   |   |   |  | 10  |  | Also, copies to all meeting
        attendees. (includes summary report for system reviews)                                                                                  
|      

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APPENDIX 2 TO EXHIBIT B
REVISION 2

|    |  |                                 |  |              |  |          |  |        |  |  |  |  |   |  |  |  |  |  |   |  |  | 
|--- |  | ------------------------------- |  | ------------ |  | -------- |  | ------ |  |  |  |  | - |  |  |  |  |  | - |  |  | 
|   
|B24 |  | Contract Change Notice (CCN)    |  | Ex.B,
4.10.2 |  | Approval |  | ****** |  |  |  |  | 2 |  |  |  |  |  | 2 |  |  | 
|B25 |  | Deviation/Waiver Requests (RDW) |  | Ex.B,
4.10.4 |  | Approval |  | ****** |  |  |  |  | 2 |  |  |  |  |  | 5 |  |  | 
|   

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APPENDIX 2 TO EXHIBIT B
REVISION 2

|       |  |                               |  |                              |  |            |  |             |  |                   |  |          |  |   |  |   |  |                                                                                                                                    
|------ |  | ----------------------------- |  | ---------------------------- |  | ---------- |  | ----------- |  | ----------------- |  | -------- |  | - |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------
|      
|CDRL   |  | Item                          |  | Contract                     |  | Submission |  | Submission  |  | Electronic (E) or |  |         
|Number |  |                               |  | Reference                    |  | Criteria   |  | Requirement |  | Number of Paper   |  | Comments
|       |  |                               |  |                              |  |            |  |             |  | (P) Copies        |  |         
|       |  |                               |  |                              |  |            |  |             |  |                   |  |         
|       |  |                               |  |                              |  |            |  |             |  | HQ                |  | ISPO     |  |  
|       |  |                               |  |                              |  |            |  |             |  |                   |  |         
|       |  |                               |  |                              |  |            |  |             |  | E                 |  | P        |  | E |  | P |  |                                                                                                                                    
|      
|B26    |  | CCN/RDW Status                |  | Ex. B, 4.10                  |  | Info       |  | ******      |  |                   |  |          |  |   |  |   |  | Include in Quarterly Program
        Progress Report. Update as required.                                                          
|B27    |  | Equipment Categorization List |  | Ex. B, Ap 1                  |  | Approval   |  | ******      |  |                   |  | 2        |  | 1 |  | 2 |  | Update as required.                                                                                                                
|B28    |  | Storage and Delivery Plan     |  | Ex B, 2.3.3 Ex. B, Ap2 2.1.2 |  | Approval   |  | ******      |  |                   |  | 2        |  |   |  | 5 |  | Updates as required.                                                                                                               
|B29    |  | Requirements Flow Down Report |  | Ex. B, Ap1                   |  | Info       |  | ******      |  |                   |  |          |  |   |  | 1 |  | Update with new or changed
        suppliers. For each additional Spacecraft, update required 3 months
        after date of order.
|      

B2-41



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##### 



Asterisks (**) indicate omitted material pursuant to a request for confidential treatmentINTEL-2400
APPENDIX 2 TO EXHIBIT B
REVISION 2

|       |  |                                                                              |  |                  |  |            |  |             |  |                   |  |          |   |   |  |   |   |  |  |  |   |  |  |                                                                                                                                                                                                     
|------ |  | ---------------------------------------------------------------------------- |  | ---------------- |  | ---------- |  | ----------- |  | ----------------- |  | -------- | - | - |  | - | - |  |  |  | - |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|CDRL   |  | Item                                                                         |  | Contract         |  | Submission |  | Submission  |  | Electronic (E) or |  |         
|Number |  |                                                                              |  | Reference        |  | Criteria   |  | Requirement |  | Number of Paper   |  | Comments
|       |  |                                                                              |  |                  |  |            |  |             |  | (P) Copies        |  |         
|       |  |                                                                              |  |                  |  |            |  |             |  |                   |  |         
|       |  |                                                                              |  |                  |  |            |  |             |  | HQ                |  | ISPO     |   |  
|       |  |                                                                              |  |                  |  |            |  |             |  |                   |  |         
|       |  |                                                                              |  |                  |  |            |  |             |  | E                 |  | P        |   | E |  | P |   | 
|      
|B30    |  | Spacecraft Assembly Drawings and Circuit
Diagrams                            |  | Ex. B, Ap2
2.9   |  | Info       |  | ******      |  |                   |  |          | 1 |   |  |   | 1 |  |  |  | 2 |  |  | Individual drawings available for inspection throughout program,
especially in support of design reviews. For additional Spacecraft,
reference may be made to previous drawings which are unchanged.
|B30A   |  | Propulsion Subsystem Plumbing Layout Drawings
with Dimensions and Parts List |  | Ex. B, Ap2
2.9   |  | Info       |  | ******      |  |                   |  |          | 4 |   |  |   | 1 |  |  |  | 1 |  |  | For additional Spacecraft, reference may be made to previous drawings
which are unchanged.                                                                                                          
|B31    |  | Functional and Integrated Schematics (subsystem
and system)                  |  | Ex. B, Ap2
2.3.2 |  | Info       |  | ******      |  |                   |  |          | 2 |   |  |   | 1 |  |  |  | 5 |  |  | Include appropriate schematics in design review supporting data. For
additional Spacecraft, reference may be made to previous drawings which
are unchanged.                                         
|B32    |  | Deliverable Equipment Documentation                                          |  | Ex C, 4.3.8      |  | Info       |  | ******      |  |                   |  |          | 1 |   |  |   |   |  |  |  | 1 |  |  | Including equipment schematics                                                                                                                                                                      
|B33    |  | Performance Verification Matrix                                              |  | Ex. B, Ap2
2.3   |  | Review     |  | ******      |  |                   |  |          |   |   |  |   |   |  |  |  |   |  |  | Only updated pages for CDR. For additional Spacecraft, reference may
be made to previous submittals which are unchanged.                                                                            
|B34    |  | Design/analyses/reports                                                      |  | Ex. B, Ap2
2.22  |  | Review     |  | ******      |  |                   |  |          |   |   |  |   |   |  |  |  |   |  |  | For additional Spacecraft, may refer to previous submittals which are
unchanged.                                                                                                                    
|B35    |  | Manufacturing Documents                                                      |  | Ex. B,
3.3.1     |  | Review     |  | ******      |  |                   |  |          |   |   |  |   |   |  |  |  |   |  |  | For additional Spacecraft, may refer to previous submittals which are
unchanged.                                                                                                                    
|B36    |  | Launch Vehicle Integration Documentation                                     |  | Ex. B,
11.3.1    |  | Review     |  | ******      |  |                   |  |          | 5 |   |  |   |   |  |  |  | 2 |  |  | Dates to be as coordinated with launch vehicle agencies. Dedicated
submittals required for each Spacecraft ordered.                                                                                 
|      

B2-42



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##### 



Asterisks (**) indicate omitted material pursuant to a request for confidential treatmentINTEL-2400
APPENDIX 2 TO EXHIBIT B
REVISION 2

|       |  |                                     |  |                 |  |            |  |             |  |                   |   |          |  |   |  |   |   |  |  |  |  |                                                                                     
|------ |  | ----------------------------------- |  | --------------- |  | ---------- |  | ----------- |  | ----------------- | - | -------- |  | - |  | - | - |  |  |  |  | ------------------------------------------------------------------------------------
|      
|CDRL   |  | Item                                |  | Contract        |  | Submission |  | Submission  |  | Electronic (E) or |   |         
|Number |  |                                     |  | Reference       |  | Criteria   |  | Requirement |  | Number of Paper   |   | Comments
|       |  |                                     |  |                 |  |            |  |             |  | (P) Copies        |   |         
|       |  |                                     |  |                 |  |            |  |             |  | HQ                |   | ISPO     |  |  
|       |  |                                     |  |                 |  |            |  |             |  |                   |   |         
|       |  |                                     |  |                 |  |            |  |             |  | E                 |   | P        |  | E |  | P |   | 
|      
|B37A   |  | Telemetry Format Specifications     |  | Ex. B, Ap2 2.17 |  | Approval   |  | ******      |  |                   | 1 |          |  |   |  |   | 1 |  |  |  |  |                                                                                     
|B37B   |  | Command Format Specifications       |  | Ex. B, Ap2 2.17 |  | Approval   |  | ******      |  |                   | 1 |          |  |   |  |   | 1 |  |  |  |  |                                                                                     
|B37C   |  | Processor Specifications            |  | Ex. B, Ap2 2.17 |  | Approval   |  | ******      |  |                   | 1 |          |  |   |  |   | 1 |  |  |  |  |                                                                                     
|B37D   |  | Database Model Definition           |  | Ex. B, Ap2 2.17 |  | Approval   |  | ******      |  |                   | 1 |          |  |   |  |   | 1 |  |  |  |  |                                                                                     
|B37E   |  | Initial Generic Databases           |  | Ex. B, Ap2 2.17 |  | Approval   |  | ******      |  |                   | 1 |          |  |   |  |   | 1 |  |  |  |  |                                                                                     
|B37F   |  | Initial Spacecraft Unique Databases |  | Ex. B, Ap2 2.17 |  | Approval   |  | ******      |  |                   | 1 |          |  |   |  |   | 1 |  |  |  |  | Updated for optional spacecraft, 6 months after effective date of
exercise of option
|B37G   |  | Intermediate Databases              |  | Ex. B, Ap2 2.17 |  | Approval   |  | ******      |  |                   | 1 |          |  |   |  |   | 1 |  |  |  |  | Updated for optional spacecraft, 6 months after effective date of
exercise of option
|B37H   |  | Complete Databases                  |  | Ex. B, Ap2 2.17 |  | Approval   |  | ******      |  |                   | 1 |          |  |   |  |   | 1 |  |  |  |  | Also for optional spacecraft, 6 months prior to SRR                                 
|B37I   |  | Final Databases                     |  | Ex. B, Ap2 2.17 |  | Approval   |  | ******      |  |                   | 1 |          |  |   |  |   | 1 |  |  |  |  | Also for optional spacecraft, at optional spacecraft SRR                            
|       |  |                                     |  |                 |  |            |  |             |  |                   |   |          |  |   |  |   |   |  |  |  |  | *Electrical format TBD and subject to INTELSAT approval                             
|      

Table 2-1 : Detailed CDRL


B2-43



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Asterisks (**) indicate omitted material pursuant to a request for confidential treatmentINTEL-2400
APPENDIX 2 TO EXHIBIT B
REVISION 2

|       |  |                                              |  |                   |  |            |  |             |  |                   |    |          |  |   |   |   |  |  |   |  |  |  |   |  |  |                                                                                                                                                                                                                           
|------ |  | -------------------------------------------- |  | ----------------- |  | ---------- |  | ----------- |  | ----------------- | -- | -------- |  | - | - | - |  |  | - |  |  |  | - |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|CDRL   |  | Item                                         |  | Contract          |  | Submission |  | Submission  |  | Electronic (E) or |    |         
|Number |  |                                              |  | Reference         |  | Criteria   |  | Requirement |  | Number of Paper   |    | Comments
|       |  |                                              |  |                   |  |            |  |             |  | (P) Copies        |    |         
|       |  |                                              |  |                   |  |            |  |             |  |                   |    |         
|       |  |                                              |  |                   |  |            |  |             |  | HQ                |    | ISPO     |  |  
|       |  |                                              |  |                   |  |            |  |             |  |                   |    |         
|       |  |                                              |  |                   |  |            |  |             |  | E                 |    | P        |  | E |   | P |  | 
|      
|B38A   |  | Spacecraft Operations Handbook               |  | Ex. B, Ap2
2.18.1 |  | Approval   |  | ******      |  |                   | 30 |          |  |   | 2 |   |  |  | 1 |  |  |  | 1 |  |  | Provide updates as change pages.
For additional Spacecraft, reference may be made to
previous handbook sections which are unchanged.                                                                                      
|B38B   |  | Spacecraft Operations Procedures             |  | Ex. B, Ap2 2.18.2 |  | Approval   |  | ******      |  |                   | 30 |          |  |   | 2 |   |  |  | 1 |  |  |  | 1 |  |  | Provide updates as change pages.                                                                                                                                                                                          
|       |  |                                              |  |                   |  |            |  |             |  |                   |    |          |  |   |   |   |  |  |   |  |  |  |   |  |  | For additional Spacecraft, reference may be made to
previous procedures which are unchanged.                                                                                                                              
|B39    |  | Color Photographs                            |  | Ex. B, Ap2
2.6    |  | Info       |  | ******      |  |                   |    |          |  |   | 1 |   |  |  |   |  |  |  | 1 |  |  | Complete photos required for each Spacecraft                                                                                                                                                                              
|B40    |  | Spacecraft Parameter Handbook                |  | Ex. B, Ap2
2.19   |  | Review     |  | ******      |  |                   | 10 |          |  |   | 2 |   |  |  | 1 |  |  |  | 1 |  |  | Payload performance data and spacecraft bus operational
data with hardcopy documentation, one copy each to ISPO
and
HQ.
See
2.19.3
of
this
Appendix
2
for
additional
details
regarding
spacecraft
parameter
data
delivery.
|       |  |                                              |  |                   |  |            |  |             |  |                   |    |          |  |   |   |   |  |  |   |  |  |  |   |  |  | A dedicated parameter handbook
        is required for each Spacecraft ordered.                                                                                                                                           
|B41    |  | Spacecraft Thermal Analytical
        Models |  | Ex. B, Ap3 4.6    |  | Review     |  | ******      |  |                   | 1  |          |  |   | 1 |   |  |  |   |  |  |  | 1 |  |  | Dedicated models required for
        each Spacecraft.                                                                                                                                                                    
|B42    |  | Mission Sequence of Events                   |  | Ex. B, 9.1        |  | Review     |  | ******      |  |                   |    |          |  |   |   |   |  |  | 1 |  |  |  |   |  |  | Required for each Spacecraft
        ordered.                                                                                                                                                                             
|B43    |  | Mission Contingency Plans                    |  | Ex. B, 9.1        |  | Review     |  | ******      |  |                   | 1  |          |  |   |   |   |  |  | 1 |  |  |  |   |  |  | For additional Spacecraft,
        reference may be made to previous procedures which are unchanged.                                                                                                                      
|      

B2-44



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##### 



Asterisks (**) indicate omitted material pursuant to a request for confidential treatmentINTEL-2400
APPENDIX 2 TO EXHIBIT B
REVISION 2

|    |  |                                                           |  |                   |  |          |  |        |  |  |   |  |  |    |  |  |   |  |  |   |  |                                                                                                     
|--- |  | --------------------------------------------------------- |  | ----------------- |  | -------- |  | ------ |  |  | - |  |  | -- |  |  | - |  |  | - |  | ----------------------------------------------------------------------------------------------------
|   
|B44 |  | Flight Software and Flight
        Firmware Documentation |  | Ex. B, Ap2 2.14   |  | Approval |  | ****** |  |  | 1 |  |  |    |  |  | 1 |  |  |   |  | For additional Spacecraft,
        reference may be made to previous submittals which are unchanged.
|B45 |  | ESD Control Plan                                          |  | Ex. A, Att 1, 1.4 |  | Approval |  | ****** |  |  | 1 |  |  | 2  |  |  |   |  |  | 2 |  | Part of SPDR data package and
        updated at CDR. Update if needed for additional Spacecraft    
|B46 |  | Satellite Operations Training
        Materials           |  | Ex. B, 9.4        |  | Approval |  | ****** |  |  |   |  |  | 30 |  |  |   |  |  |   |  |                                                                                                     
|   

B2-45



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##### 



Asterisks (**) indicate omitted material pursuant to a request for confidential treatmentINTEL-2400
APPENDIX 2 TO EXHIBIT B
REVISION 2

|       |  |                                       |  |                                |  |            |  |             |  |                   |   |          |  |   |   |   |  |  |   |  |  |  |   |  |  |                                                                        
|------ |  | ------------------------------------- |  | ------------------------------ |  | ---------- |  | ----------- |  | ----------------- | - | -------- |  | - | - | - |  |  | - |  |  |  | - |  |  | -----------------------------------------------------------------------
|      
|CDRL   |  | Item                                  |  | Contract                       |  | Submission |  | Submission  |  | Electronic (E) or |   |         
|Number |  |                                       |  | Reference                      |  | Criteria   |  | Requirement |  | Number of Paper   |   | Comments
|       |  |                                       |  |                                |  |            |  |             |  | (P) Copies        |   |         
|       |  |                                       |  |                                |  |            |  |             |  |                   |   |         
|       |  |                                       |  |                                |  |            |  |             |  | HQ                |   | ISPO     |  |  
|       |  |                                       |  |                                |  |            |  |             |  |                   |   |         
|       |  |                                       |  |                                |  |            |  |             |  | E                 |   | P        |  | E |   | P |  | 
|B47    |  | ADCS Mathematical Models              |  | Ex. B, Ap 3, 4.3               |  | Review     |  | ******      |  |                   | 1 |          |  |   | 2 |   |  |  | 1 |  |  |  | 2 |  |  | Update as needed for additional Spacecraft                             
|B48    |  | Antenna RF Models (for Payload
only)  |  | Ex. B, Ap. 3, 4.1 & Ap.
2, 2.3 |  | Review     |  | ******      |  |                   | 1 |          |  |   |   |   |  |  | 1 |  |  |  |   |  |  | In GRASP format. Dedicated models required for each
Spacecraft ordered.
|B49    |  | Steerable Antenna Pointing Algorithms |  | Ex. B, Ap. 3, 4.9              |  | Review     |  | ******      |  |                   | 1 |          |  |   |   |   |  |  | 1 |  |  |  |   |  |  | Dedicated algorithms required for each Spacecraft
ordered.             
|B50    |  | Mass Properties Reports               |  | Ex. B, Ap. 2, 2.20             |  | Review     |  | ******      |  |                   | 1 |          |  |   | 3 |   |  |  | 1 |  |  |  | 5 |  |  | Also include in Quarterly Report                                       
|B51    |  | S/C Power Budget Reports              |  | Ex. B, Ap. 2, 2.21             |  | Review     |  | ******      |  |                   | 1 |          |  |   | 3 |   |  |  | 1 |  |  |  | 5 |  |  | Also include in Quarterly Report                                       
|      

B2-46



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##### 



Asterisks (**) indicate omitted material pursuant to a request for confidential treatmentINTEL-2400
APPENDIX 2 TO EXHIBIT B
REVISION 2

|       |  |                                                  |  |             |  |            |  |             |  |                   |          |      |  |   |   |   |  |  |  |  |   |  |  | 
|------ |  | ------------------------------------------------ |  | ----------- |  | ---------- |  | ----------- |  | ----------------- | -------- | ---- |  | - | - | - |  |  |  |  | - |  |  | 
|      
|CDRL   |  | Item                                             |  | Contract    |  | Submission |  | Submission  |  | Electronic (E) or |          |     
|Number |  |                                                  |  | Reference   |  | Criteria   |  | Requirement |  | Number of Paper   | Comments
|       |  |                                                  |  |             |  |            |  |             |  | (P) Copies        |          |     
|       |  |                                                  |  |             |  |            |  |             |  |                   |          |     
|       |  |                                                  |  |             |  |            |  |             |  | HQ                |          | ISPO |  |  
|       |  |                                                  |  |             |  |            |  |             |  |                   |          |     
|       |  |                                                  |  |             |  |            |  |             |  | E                 |          | P    |  | E |   | P |  | 
|      
|B52    |  | Project Control Plan                             |  | Ex. B, 11.5 |  | Info       |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B53    |  | Quality Assurance Plan                           |  | Ex. B, 11.5 |  | Info       |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B54    |  | System Assemble Test Definition                  |  | Ex. B, 11.5 |  | Info       |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B55    |  | General Operations Plan                          |  | Ex. B, 11.5 |  | Info       |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B56    |  | Hand Over Plan                                   |  | Ex. B, 11.5 |  | Approval   |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B57    |  | N/A                                              |  |             |  |            |  | ******      |  |                   |          |      |  |   |   |   |  |  |  |  |   |  |  | 
|B58    |  | Flight Plan                                      |  | Ex. B, 11.5 |  | Approval   |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B59    |  | Sequence of Events                               |  | Ex. B, 11.5 |  | Info       |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B60    |  | Flight Control Procedures/ Contingency Plans     |  | Ex. B, 11.5 |  | Review     |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B61    |  | Simulations and Rehearsals Plan                  |  | Ex. B, 11.5 |  | Info       |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B62    |  | Preliminary Mission Analysis                     |  | Ex. B, 11.5 |  | Info       |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B63    |  | Final Mission Analysis                           |  | Ex. B, 11.5 |  | Info       |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B64    |  | Decision Authority Plan                          |  | Ex. B, 11.5 |  | Approval   |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B65    |  | LEOP Progress Report                             |  | Ex. B, 11.5 |  | Info       |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B66    |  | Ground Software Specification                    |  | Ex. B, 11.5 |  | Info       |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B67    |  | Satellite/Ground Segment Interface
Specification |  | Ex. B, 11.5 |  | Info       |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|      

B2-47



---



##### 



Asterisks (**) indicate omitted material pursuant to a request for confidential treatmentINTEL-2400
APPENDIX 2 TO EXHIBIT B
REVISION 2

|       |  |                                         |  |             |  |            |  |             |  |                   |          |      |  |   |   |   |  |  |  |  |   |  |  | 
|------ |  | --------------------------------------- |  | ----------- |  | ---------- |  | ----------- |  | ----------------- | -------- | ---- |  | - | - | - |  |  |  |  | - |  |  | 
|      
|CDRL   |  | Item                                    |  | Contract    |  | Submission |  | Submission  |  | Electronic (E) or |          |     
|Number |  |                                         |  | Reference   |  | Criteria   |  | Requirement |  | Number of Paper   | Comments
|       |  |                                         |  |             |  |            |  |             |  | (P) Copies        |          |     
|       |  |                                         |  |             |  |            |  |             |  |                   |          |     
|       |  |                                         |  |             |  |            |  |             |  | HQ                |          | ISPO |  |  
|       |  |                                         |  |             |  |            |  |             |  |                   |          |     
|       |  |                                         |  |             |  |            |  |             |  | E                 |          | P    |  | E |   | P |  | 
|      
|B68    |  | Ground System Definition                |  | Ex. B, 11.5 |  | Info       |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B69    |  | System Assembly Test Report             |  | Ex. B, 11.5 |  | Info       |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B70    |  | Spacecraft Compatibility Test Procedure |  | Ex. B, 11.5 |  | Review     |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B71    |  | Review Data Packages                    |  | Ex. B, 11.5 |  | Info       |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B72    |  | Bar Chart Planning                      |  | Ex. B, 11.5 |  | Info       |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B73    |  | Bus IOT Test Report                     |  | Ex. B, 11.5 |  | Info       |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B74    |  | Post Mission Report                     |  | Ex. B, 11.5 |  | Info       |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B75    |  | Rehearsal Data                          |  | Ex. B, 11.5 |  | Info       |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B76    |  | Operations Team List                    |  | Ex. B, 11.5 |  | Review     |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B77    |  | Mission Rules                           |  | Ex. B, 11.5 |  | Review     |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B78    |  | Bus In-Orbit Test Plan                  |  | Ex. B, 11.5 |  | Approval   |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B79    |  | Bus In-Orbit Test Procedure             |  | Ex. B, 11.5 |  | Review     |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B80    |  | Simulation Data Format                  |  | Ex. B, 11.5 |  | Review     |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B81    |  | Payload In-Orbit Test Plan              |  | Ex. B, 11.5 |  | Approval   |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B82    |  | Simulation Rehearsal Plan               |  | Ex. B, 11.5 |  | Review     |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B83    |  | Satellite P/L IOT test procedure        |  |             |  |            |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|B84    |  | P/L IOT report                          |  |             |  |            |  | ******      |  |                   | 1        |      |  |   | 5 |   |  |  |  |  | 2 |  |  | 
|      

B2-48



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APPENDIX 2 TO EXHIBIT B
REVISION 2

|       |  |                                    |  |                   |  |              |  |             |  |                   |    |          |  |   |    |   |  |  |    |  |  |  |    |  |  |                                                                                                                               
|------ |  | ---------------------------------- |  | ----------------- |  | ------------ |  | ----------- |  | ----------------- | -- | -------- |  | - | -- | - |  |  | -- |  |  |  | -- |  |  | ------------------------------------------------------------------------------------------------------------------------------
|      
|CDRL   |  | Item                               |  | Contract          |  | Submission   |  | Submission  |  | Electronic (E) or |    |         
|Number |  |                                    |  | Reference         |  | Criteria     |  | Requirement |  | Number of Paper   |    | Comments
|       |  |                                    |  |                   |  |              |  |             |  | (P) Copies        |    |         
|       |  |                                    |  |                   |  |              |  |             |  |                   |    |         
|       |  |                                    |  |                   |  |              |  |             |  | HQ                |    | ISPO     |  |  
|       |  |                                    |  |                   |  |              |  |             |  |                   |    |         
|       |  |                                    |  |                   |  |              |  |             |  | E                 |    | P        |  | E |    | P |  | 
|      
|B85    |  | Ring Redundancy Switching Software |  | Exh B App 2, 2.26 |  | Approval     |  | ******      |  |                   | 2  |          |  |   | 1  |   |  |  | 1  |  |  |  | 1  |  |  | Runtime software for HP-UNIX 11.0. To be provided to
Intelsat using DAT tape                                                
|B86    |  | User Manual                        |  | Exh B App 2, 2.26 |  | Approval     |  | ******      |  |                   | 2  |          |  |   | 5  |   |  |  | 1  |  |  |  | 1  |  |  | Includes description and step by step procedure for program
operation; and the input and output files for external
interfaces.
|B87    |  | Interface Control Document         |  | Exh B App 2, 2.26 |  | Review       |  | ******      |  |                   | 2  |          |  |   | 5  |   |  |  | 1  |  |  |  | 1  |  |  | Describes the ASCII files used to interface th tool.                                                                          
|B88    |  | Installation Guide                 |  | Exh B App 2, 2.26 |  | Approval     |  | ******      |  |                   | 2  |          |  |   | 5  |   |  |  | 2  |  |  |  | 2  |  |  | Detailed description of software tool installation to be
performed by INTELSAT.                                               
|B89    |  | Validation Test Plan               |  | Exh B App 2, 2.26 |  | Consultation |  | ******      |  |                   | NA |          |  |   | NA |   |  |  | NA |  |  |  | NA |  |  |                                                                                                                               
|B90    |  | Software Requirement Document      |  | Exh B App 2, 2.26 |  | Consultation |  | ******      |  |                   | NA |          |  |   | NA |   |  |  | NA |  |  |  | NA |  |  |                                                                                                                               
|      

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APPENDIX 2 TO EXHIBIT B
REVISION 2

|       |  |                                                                        |  |                        |  |            |  |             |  |                   |  |          |   |   |  |   |   |  |  |  |   |  |  |                                                                                                                             
|------ |  | ---------------------------------------------------------------------- |  | ---------------------- |  | ---------- |  | ----------- |  | ----------------- |  | -------- | - | - |  | - | - |  |  |  | - |  |  | ----------------------------------------------------------------------------------------------------------------------------
|      
|CDRL   |  | Item                                                                   |  | Contract               |  | Submission |  | Submission  |  | Electronic (E) or |  |         
|Number |  |                                                                        |  | Reference              |  | Criteria   |  | Requirement |  | Number of Paper   |  | Comments
|       |  |                                                                        |  |                        |  |            |  |             |  | (P) Copies        |  |         
|       |  |                                                                        |  |                        |  |            |  |             |  |                   |  |         
|       |  |                                                                        |  |                        |  |            |  |             |  | HQ                |  | ISPO     |   |  
|       |  |                                                                        |  |                        |  |            |  |             |  |                   |  |         
|       |  |                                                                        |  |                        |  |            |  |             |  | E                 |  | P        |   | E |  | P |   | 
|      
|C01    |  | Subcontractor P.A. Requirements Document                               |  | Ex. C, 2.5.1           |  | Review     |  | ******      |  |                   |  |          | 1 |   |  |   | 1 |  |  |  | 2 |  |  | Updated in whole or in part as necessary during program                                                                     
|C02    |  | Reliability Evaluation Report
- System Level                           |  | Ex. B, Ap. 3,
5.1, 5.2 |  | Review     |  | ******      |  |                   |  |          |   |   |  |   |   |  |  |  |   |  |  | For additional spacecraft, may refer to previous submittals for
sections where the information is unchanged.                
|       |  | - Unit Level                                                           |  |                        |  | Review     |  | ******      |  |                   |  |          |   |   |  |   |   |  |  |  |   |  |  |                                                                                                                             
|C03    |  | FMECA 
- System Level                                                  |  | Ex. B, Ap. 3 5.3       |  | Review     |  | ******      |  |                   |  |          |   |   |  |   |   |  |  |  |   |  |  | For additional spacecraft,
        may refer to previous submittals for sections where the information is
        unchanged.
|       |  | - Unit Level                                                           |  |                        |  | Info       |  | ******      |  |                   |  |          |   |   |  |   |   |  |  |  |   |  |  |                                                                                                                             
|C04    |  | Worst Case Analysis                                                    |  | Ex. B, Ap 3
5.4        |  | Review     |  | ******      |  |                   |  |          |   |   |  |   |   |  |  |  |   |  |  |                                                                                                                             
|C05    |  | Critical Items List                                                    |  | Ex. B, Ap 3
5.5        |  | Review     |  | ******      |  |                   |  |          |   |   |  |   |   |  |  |  |   |  |  | Update as applicable for additional Spacecraft procured.                                                                    
|C06    |  | Subcontractor Surveys/Audits                                           |  | Ex. C, 2.9             |  | Info       |  | ******      |  |                   |  |          |   |   |  |   |   |  |  |  | 2 |  |  |                                                                                                                             
|C07    |  | Transportation, Handling and Storage
Environment Monitoring Procedures |  | Ex. C, 4.3.10          |  | Approval   |  | ******      |  |                   |  |          | 2 |   |  |   |   |  |  |  | 2 |  |  | Updates as necessary during program                                                                                         
|C08    |  | Approved Parts List                                                    |  | Ex. C, 5.13            |  | Review     |  | ******      |  |                   |  |          |   |   |  |   | 1 |  |  |  |   |  |  | Updates as necessary and formal submittal at System PDR and CDR                                                             
|      

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APPENDIX 2 TO EXHIBIT B
REVISION 2

|       |  |                                             |  |                |  |            |  |             |  |                   |  |          |  |   |    |   |  |    |  |                                                                                                                                                 
|------ |  | ------------------------------------------- |  | -------------- |  | ---------- |  | ----------- |  | ----------------- |  | -------- |  | - | -- | - |  | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|      
|CDRL   |  | Item                                        |  | Contract       |  | Submission |  | Submission  |  | Electronic (E) or |  |         
|Number |  |                                             |  | Reference      |  | Criteria   |  | Requirement |  | Number of Paper   |  | Comments
|       |  |                                             |  |                |  |            |  |             |  | (P) Copies        |  |         
|       |  |                                             |  |                |  |            |  |             |  |                   |  |         
|       |  |                                             |  |                |  |            |  |             |  | HQ                |  | ISPO     |  |  
|       |  |                                             |  |                |  |            |  |             |  |                   |  |         
|       |  |                                             |  |                |  |            |  |             |  | E                 |  | P        |  | E |    | P |  |   
|      
|C09    |  | Approved Materials List                     |  | Ex. C, 6.5     |  | Review     |  | ******      |  |                   |  |          |  |   | 1  |   |  |    |  | Updates as necessary and formal
        submittal at System PDR and CDR                                                                         
|C10    |  | Approved Processes List                     |  | Ex. C, 6.5     |  | Review     |  | ******      |  |                   |  |          |  |   | 1  |   |  |    |  | Updates as necessary and formal
        submittal at System PDR and CDR                                                                         
|C11    |  | Non Conformance/Failure Notification        |  | Ex. C, 7.3     |  | Info       |  | ******      |  |                   |  |          |  |   | 1  |   |  | 1  |  | Limited to acceptance/qual
        test at unit level and above                                                                                 
|C12    |  | Non Conformance/Failure Reports             |  | Ex. C, 7.3     |  | Approval   |  | ******      |  |                   |  |          |  |   | 1* |   |  | 1* |  | *Non-conformances: E
        Failure Reports: P                                                                                                 
|C13    |  | Failure Trend Analysis Report               |  | Ex. C, 7.3     |  | Info       |  | ******      |  |                   |  |          |  |   | 1  |   |  |    |  | Histograms of test failures
        by cause                                                                                                    
|C14    |  | Equipment Qualification Status
        List |  | Ex. B, 4.5.4.3 |  | Info       |  | ******      |  |                   |  |          |  |   | 1  |   |  |    |  |                                                                                                                                                 
|C15    |  | Indentured Parts List                       |  | Ex. B, 4.5.4.3 |  | Info       |  | ******      |  |                   |  |          |  |   | 1  |   |  | 2  |  | Update as necessary. For additional
        Spacecraft, may refer to previous submittals for subsystems or units which
        have not changed.
|C16    |  | As Designed vs
        As Built Lists   |  | Ex. B, 4.5.4.3 |  | Info       |  | ******      |  |                   |  |          |  |   | 1  |   |  | 1  |  | Dedicated list required for
        each Spacecraft procured.                                                                                   
|C17    |  | As Launched Lists                         |  | Ex. B, 4.5.4.3 |  | Info       |  | ******      |  |                   |  | 1        |  |   | 1  |   |  | 1  |  | To incorporate any changes
        from as-built list                                                                                         
|C18    |  | Firmware & Software Analyses                |  | Ex. B, 4.5.4.3 |  | Approval   |  | ******      |  |                   |  | 1        |  |   |    |   |  | 2  |  | For additional Spacecraft,
        may refer to previous submittals for information which is unchanged.                                         
|      

B2-51



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APPENDIX 2 TO EXHIBIT B
REVISION 2

|    |  |                                              |  |                                     |  |        |  |        |  |  |  |   |  |  |   |  |  |   |  |                                                                        
|--- |  | -------------------------------------------- |  | ----------------------------------- |  | ------ |  | ------ |  |  |  | - |  |  | - |  |  | - |  | -----------------------------------------------------------------------
|   
|C19 |  | Configuration
        Index List             |  | Ex. B, 4.5.4.3                      |  | Info   |  | ****** |  |  |  |   |  |  | 1 |  |  |   |  | List separately
        for each Spacecraft procured.                  
|C20 |  | Radiation verification test
        document |  | Ex C, 5.7.3                         |  | Review |  | ****** |  |  |  | 1 |  |  | 1 |  |  | 1 |  | Documents plan and results for part radiation testing
        performed
|C21 |  | Custom devices
        list                  |  | Ex C, 5.4.1
        Ex B, Ap 2, 2.3 |  | Review |  | ****** |  |  |  | 1 |  |  |   |  |  | 1 |  | Update list
        provided in PA plan.                               
|   

B2-52



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Asterisks (**) indicate omitted material pursuant to a request for confidential treatmentINTEL-2400
APPENDIX 2 TO EXHIBIT B
REVISION 2

|       |  |                                          |  |                                          |  |            |  |             |  |                   |  |          |  |    |  |    |  |                                                                                      
|------ |  | ---------------------------------------- |  | ---------------------------------------- |  | ---------- |  | ----------- |  | ----------------- |  | -------- |  | -- |  | -- |  | -------------------------------------------------------------------------------------
|      
|CDRL   |  | Item                                     |  | Contract                                 |  | Submission |  | Submission  |  | Electronic (E) or |  |         
|Number |  |                                          |  | Reference                                |  | Criteria   |  | Requirement |  | Number of Paper   |  | Comments
|       |  |                                          |  |                                          |  |            |  |             |  | (P) Copies        |  |         
|       |  |                                          |  |                                          |  |            |  |             |  |                   |  |         
|       |  |                                          |  |                                          |  |            |  |             |  | HQ                |  | ISPO     |  |   
|       |  |                                          |  |                                          |  |            |  |             |  |                   |  |         
|       |  |                                          |  |                                          |  |            |  |             |  | E                 |  | P        |  | E  |  | P  |  |                                                                                      
|      
|D01    |  | Not used                                 |  |                                          |  |            |  |             |  |                   |  |          |  |    |  |    |  |                                                                                      
|D02    |  | Test Environments Criteria               |  | Ex B, Ap 2, 2.4.1 Ex. D, 2.1             |  | Approval   |  | ******      |  |                   |  | 2        |  |    |  | 1  |  | Append to Exhibit D (via
        CCN)                                                
|D03    |  | Test Requirements Document               |  | Ex B, Ap 2, 2.4.1 Ex. D, 2.2.3           |  | Approval   |  | ******      |  |                   |  | 2        |  |    |  | 1  |  | Append to Exhibit D (via
        CCN). Updates (via CCN) before system TRR.          
|D04    |  | Test Plans & Procedures                  |  | Ex B, Ap 2, 2.4.4 Ex. D, 2.2.3           |  |            |  | ******      |  |                   |  |          |  |    |  |    |  |                                                                                      
|       |  | - System & Subsystem
        Level       |  |                                          |  | Approval   |  | ******      |  |                   |  | 1        |  |    |  | 5  |  | Update at TRR                                                                        
|       |  |                                          |  |                                          |  |            |  |             |  |                   |  |          |  |    |  |    |  | For additonal spacecraft, may
        refer to previous documentation when unchanged 
|       |  | - Unit Level                             |  |                                          |  | Review     |  | ******      |  |                   |  | 1        |  |    |  | 5  |  | Update at TRR. (All Categories)                                                      
|       |  |                                          |  |                                          |  |            |  |             |  |                   |  |          |  |    |  |    |  | For additional spacecraft,
        may refer to previous documentation when unchanged
|D05    |  | Unit Qualification Test Data             |  | Ex. B, 3.2.3                             |  | Review     |  | ******      |  |                   |  | 1        |  |    |  | 2  |  | Review at unit FDR                                                                   
|D07    |  | Unit Flight Acceptance Test
        Data |  | Ex B, Ap 2, 2.4.3.3 Ex. D,
        2.2.4 |  | Review     |  | ******      |  |                   |  |          |  | 1* |  | 2* |  | *If requested by INTELSAT,
        1 copy electronically or 2 paper
        copies   
|       |  | - HPA Test Data                          |  | Ex B, Ap 2, 2.4.3.3 Ex. D,
        2.2.4 |  | Review     |  | ******      |  |                   |  | 1        |  | 1  |  | 1  |  |                                                                                      
|      

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APPENDIX 2 TO EXHIBIT B
REVISION 2

|    |  |                                             |  |                     |  |          |  |        |  |  |  |   |  |  |   |  |  |    |  |                                                                                                                                               
|--- |  | ------------------------------------------- |  | ------------------- |  | -------- |  | ------ |  |  |  | - |  |  | - |  |  | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|   
|D08 |  | System/Subsystem Test Data                  |  | Ex. D, 2.2.4, 2.2.5 |  | Approval |  | ****** |  |  |  |   |  |  | 1 |  |  | 1* |  | Specified Data Processed &
        Transmitted via TDHS; other data to be provided if requested by INTELSAT.
        *Paper copy upon request.
|D09 |  | System/Subsystem Test Data
        Analyses |  | Ex. D, 2.2.4, 2.2.5 |  | Review   |  | ****** |  |  |  | 2 |  |  | 1 |  |  | 2  |  |                                                                                                                                               
|D10 |  | TDHS ICD                                    |  | Ex. B, 10           |  | Approval |  | ****** |  |  |  | 2 |  |  |   |  |  | 2  |  |                                                                                                                                               
|D11 |  | Executed (as-run) Test Procedures           |  | Ex. D, 2.2.4        |  | Review   |  | ****** |  |  |  |   |  |  |   |  |  | 1  |  |                                                                                                                                               
|D12 |  | RDR Realtime Life Test Reports              |  |                     |  | Info     |  | ****** |  |  |  | 1 |  |  |   |  |  |    |  |                                                                                                                                               
|   

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APPENDIX 3
to
EXHIBIT B

DESIGN ANALYSIS REQUIREMENTS

Revision 2





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Asterisks (**) indicate omitted material
pursuant to a request for confidential treatmentINTEL-2400
APPENDIX 3 TO EXHIBIT B
REVISION 2

TABLE OF CONTENTS

|                                                           |          |   
|---------------------------------------------------------- | -------- | --
|                                                           | Page No.
|                                                           |         
|1.  INTRODUCTION                                           |          | 1 
|                                                           |          |   
|2.  GENERAL REQUIREMENTS                                   |          | 2 
|                                                           |          |   
|2.1  Design and Performance Analyses Requirements          |          | 2 
|2.2  Submission Requirements                               |          | 2 
|                                                           |          |   
|3.  SYSTEM LEVEL ANALYSES                                  |          | 3 
|                                                           |          |   
|3.1  Mass Properties Analysis                              |          | 3 
|3.2  DC Power Budget Analysis                              |          | 3 
|3.3   Dynamics Analysis                                    |          | 3 
|3.4  Antenna Beam Pointing Error Analysis                  |          | 4 
|3.5  Propellant Budget Analysis                            |          | 4 
|3.6  Mission Analysis                                      |          | 4 
|3.7  Electromagnetic Compatibility (EMC) Analysis          |          | 5 
|3.8  Environmental Effects Analysis                        |          | 5 
|3.9  Passive Intermodulation                               |          | 7 
|                                                           |          |   
|4.  SUBSYSTEM LEVEL ANALYSES                               |          | 8 
|                                                           |          |   
|4.1  Communications Subsystem Performance                  |          | 8 
|4.2  Telemetry, Command and Ranging Subsystem Analyses     |          | 10
|4.3  Attitude Determination and Control Subsystem Analysis |          | 10
|4.4   Propulsion Subsystem Analyses                        |          | 10
|4.5  Electrical Power Subsystem Analysis                   |          | 10
|4.6  Thermal Control Subsystem Analyses                    |          | 11
|4.7  Structure Subsystem Analysis                          |          | 11
|4.8  Mechanism Subsystem Analysis                          |          | 12
|4.9  Steerable Antenna Pointing Algorithms                 |          | 12
|                                                           |          |   
|5.  PRODUCT ASSURANCE ANALYSES                             |          | 14
|                                                           |          |   
|5.1  Reliability Evaluation                                |          | 14
|5.2  Parts Derating and Stress Analysis                    |          | 14
|5.3  Failure Mode, Effect and Criticality Analyses         |          | 14
|5.4  Worst Case Analysis                                   |          | 14
|5.5  Critical Items List                                   |          | 15
|5.6  Safety Analyses                                       |          | 15

B3-i





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Asterisks (**) indicate omitted material
pursuant to a request for confidential treatmentINTEL-2400
APPENDIX 3 TO EXHIBIT B
REVISION 2

DESIGN ANALYSIS REQUIREMENTS

1.       INTRODUCTION

This Appendix specifies the minimum scope of design analyses to be performed by
the Contractor to demonstrate compliance with Contract requirements. However,
the Contractor shall perform any additional analyses deemed necessary by the
Contractor or by INTELSAT to demonstrate compliance with Contract requirements
or to substantiate the integrity of the spacecraft delivered under this
Contract. All analyses shall be consistent with requirements of other
applicable Contract exhibits.

The Contractor may use, where relevant, results of valid and applicable
analyses already performed for similar spacecraft or equipment and properly
updated for this Contract. Any existing, valid, and applicable
computer/mathematical models and analytical/design tools used for similar
spacecraft or equipment may also be used to perform the analyses defined
herein.

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pursuant to a request for confidential treatmentINTEL-2400
APPENDIX 3 TO EXHIBIT B
REVISION 2

2.       GENERAL REQUIREMENTS

2.1     Design and Performance Analyses Requirements

The Contractor shall perform all design, analytical, test, and other efforts
necessary to demonstrate that the spacecraft complies with the requirements of
Exhibit A; that physical parameters are properly understood, managed, and
accounted for; and that the spacecraft design is technically sound taking into
account all earth and space flight environments to which the spacecraft or any
of its component elements potentially can be exposed. These efforts shall
consider all relevant functional, performance, interface, and environmental
requirements, as well as interactions between units and subsystems or
interfaces. Additionally, the relationships between the analyses and the test
verifications of Exhibit D shall be provided.

2.2      Submission Requirements

The format and submittal of analyses and studies shall be in accordance with
the CDRL (Appendix 2 of Exhibit B).

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pursuant to a request for confidential treatmentINTEL-2400
APPENDIX 3 TO EXHIBIT B
REVISION 2

3.       SYSTEM LEVEL ANALYSES

3.1      Mass Properties Analysis

The Contractor shall perform a mass properties analysis which shall include a
detailed listing of the mass of all spacecraft units, unit relative locations,
and unit contributions to the spacecraft center of mass location and moment of
inertia matrix. The analysis shall address the mass uncertainties for each
item, the predicted spacecraft mass margin, and shall consider the impact of
each of the candidate launch vehicles. Sequenced mass properties budgets shall
be prepared in accordance with the mission and propellant budget analyses and
included in the Mission Analysis.

Mass uncertainties shall be subdivided into the following categories:

|   |  |                        |  |  |                                |   | 
|-- |  | ---------------------- |  |  | ------------------------------ | - | 
|1. |  | Initial approximation: |  |  | 20                             | % | 
|2. |  | Estimated:             |  |  | 10                             | % | 
|3. |  | Calculated:            |  |  | 5                              | % | 
|4. |  | Heritage:              |  |  | 1                              | % | 
|5. |  | Actual:                |  |  | measurement equipment accuracy

Mass uncertainties shall be added to determine overall system uncertainty.
Measurement equipment accuracies may be combined by RSS.

Mass properties shall be reported in accordance with, Section 2.20 of Appendix 2.

3.2      DC Power Budget Analysis

A DC-power budget analysis shall be performed and shall consider all critical
phases of spacecraft life including, at least, the conditions for launch,
transfer orbit, for initial and end of design life, and equinox and solstice
periods. The analysis shall also address the individual bus loadings and all
configurations and operational modes which cause the extreme power
requirements. The analysis shall address the power uncertainties for each
item, and the predicted spacecraft power margins with respect to solar array
generated power and battery depth of discharge (DOD). Power uncertainties
shall be additive.

3.3      Dynamics Analysis

An analysis shall be performed for the various dynamic conditions during the
different mission phases. This analysis shall include the effects of fuel
slosh and center of gravity shifts. The analysis shall address the full range
of propellant loadings and the associated dynamics including dynamics of
deployable flexible appendages. Additionally, spacecraft separation dynamics
analyses applicable to each required launch vehicle hall be performed.

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3.4      Antenna Beam Pointing Error Analysis

A detailed pointing error analysis shall be provided for each individual
antenna per design and analysis requirements. The analysis shall account for
all sources of errors to demonstrate that the antenna pointing error
specification can be met. The analysis shall cover various operational modes
and conditions including, but are not limited to, normal mode, N-S
station-keeping and E-W station-keeping mode. Where applicable the effects of
momentum wheel loading, sensor scanning inhibit, magnetic storm and mode
switching, etc. shall be also included.

The contractors shall analyze the temporal behavior of the various error
sources (e.g. short term, diurnal, long term, constant errors, etc.) and shall
combine the effects of pitch, roll and yaw axes in a manner which account for
the worst case conditions. Additionally, margins shall be allocated to reflect
uncertainty of the estimates. RSS addition of errors within a temporal
category shall be used except for the known constant error, which shall be
added algebraically. The error contribution of the different temporal
categories shall be added linearly.

3.5      Propellant Budget Analysis

The Contractor shall analyze the propellant requirements of the spacecraft for
all phases of the mission. The analysis shall be based on each required launch
vehicles performance and the minimum, nominal, and maximum missions defined by
the Contractor, shall be expressed in terms of the sequence of events
established in the mission analysis, and shall take into account all
significant factors which affect propellant usage as well as the methodology
specified in Exhibit A.

The Contractor shall provide details of the performance prediction techniques
used to predict restrictions of operational life due to propellant consumption
and assessment of remaining on-board propellant. The residual propellant mass
prediction shall include both deterministic and random contributions. A
recommendation for a loading strategy for optimization of the maneuver lifetime
shall be provided.

3.6      Mission Analysis

A mission analysis shall be provided which will be used by INTELSAT to define,
with the Contractors support, a detailed sequence of events for all in-orbit
operations and to verify the adequacy of the overall system design. The
mission analysis shall take into account variables available to the Contractor
and shall include the trade-off studies necessary to demonstrate that the
spacecraft design and method of operation have been optimized. The analysis
shall account the minimum, nominal, and maximum lifetime missions defined by
the Contractor. The trade-off studies shall accurately reflect the
characteristics of all spacecraft subsystems during all modes of operation in
terms of both their nominal and dispersed operational characteristics.

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This analysis shall also include but not be limited to: 1) a launch window
analysis with details of launch window constraints and conformance of the
resulting launch windows with the requirements of the launch vehicle agencies
or suppliers; 2) assumed initial orbit conditions for each selected launch
vehicle; and 3) definition of attitude maneuvers as a function of time
considering the characteristics of the attitude determination and control
subsystem during the initial orbit, repositioning, or normal operational mode.

Based on the propellant budgets and mission analyses, the Contractor shall
provide the orbital maneuver lives achievable for the relevant versions of each
launch vehicle.

3.7      Electromagnetic Compatibility (EMC) Analysis

An analysis shall be performed which shall demonstrate that the spacecraft
design: 1) is self compatible with respect to radiated and conducted emissions
and radiated and conducted susceptibility; 2) emission and susceptibility
characteristics shall comply with constraints imposed by all required launch
agencies; and 3) is compatible with the conducted and radiated emissions
characteristics from the launch vehicles. The Contractor shall provide to
INTELSAT for submission to the selected launch vehicle agencies a detailed
satellite frequency plan. This plan shall be prepared in the format required
by the selected launch vehicle agencies to allow them to verify that the
spacecraft has no adverse effect on the launch vehicle subsystems, or on any
co-passenger(s).

3.8      Environmental Effects Analysis

3.8.1    Radiation. The Contractor shall perform a radiation effects
analysis, based on the radiation environments specified in Exhibit A, to
demonstrate compliance with performance requirements (including margins) for
the duration of 1.3 times the orbital design life. The analysis shall be
performed at a level sufficiently detailed to demonstrate the correct operation
of all electronic components and the adequacy of all radiation hardening
protections.

3.8.2    Spacecraft Charging. A detailed system level electrostatic
discharge (ESD) analysis, including internal and external surface charging
analysis and transient response predictions of the spacecraft and critical
subsystems and units, shall be performed to demonstrate that the spacecraft
will be protected from and immune to the effects of the anticipated worst case
environments for electrostatic discharge. This analysis shall determine where
protective devices to mitigate ESD threats need to be incorporated into the
spacecraft design.

3.8.3    Contamination. The Contractor shall perform a contamination
analysis for all phases of the mission from launch (including the fairing
pre-and post-jettison) to the end of the spacecraft orbital design life.

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3.8.4    Venting. The Contractor shall perform a venting analysis for all
phases of the mission from launch (including the fairing pre-and post-jettison)
to on orbit operation.

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REVISION 2

3.9       Passive Intermodulation.

The Contractor shall perform all analyses necessary to verify that levels of
passive intermodulation (PIM) signals, which could be produced on-board the
spacecraft in the simultaneous presence of all permissible uplink and downlink
communications, beacon, command, telemetry, and ranging signals, will not
produce significant interference with the reception of communications and
command subsystems signals by the spacecraft. This analysis shall clearly
identify all component input carrier and PIM frequencies, and input and PIM
power levels in a level diagram form at all points in the system. Supporting
test data shall be provided, to the maximum practicable extent, to support all
analytical assumptions.

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REVISION 2

4.       SUBSYSTEM LEVEL ANALYSES

Where appropriate, subsystem level analyses may be incorporated into the
corresponding systems level analyses defined in Section 3 of this Appendix.

4.1     Communications Subsystem Performance

The Contractor shall analyze the performance of the communications subsystem
including all of its key parameters. All coverage-related performance data
shall be plotted in satellite coordinates, and all beams shall be analyzed and
plotted for each specified orbital location. These results shall be
incorporated into the parameter handbook. Compliance with the performance
requirements shall be demonstrated for the worst case conditions.

Communications subsystem analyses shall include at least the following:



| | 1. |  | G/T. Receive G/T coverage diagrams at the highest
specified value of the saturated flux density (lowest transponder
gain) for each specified satellite orbital location, beam, and
channel center frequency shall be provided. Correction factors for
each gain step of the specified saturation flux density range shall
be provided.                                                                                                                                                                                                                                                                                                                                                                                        
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | E.i.r.p.. Transmit e.i.r.p. coverage diagrams for
each specified satellite orbital location, beam and channel center
frequency shall be provided.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | 3. |  | SFD. Receive saturation flux density coverage
diagrams at the lowest specified transponder gain step for each
specified satellite orbital location, beam and channel center
frequency shall be provided.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | 4. |  | Antenna Polarization Isolation and Sidelobes. Receive
and transmit polarization isolation (C/I) contours which give the
absolute (net co-pol and cross-pol) polarization isolation
everywhere on the visible earth disc and contours which give the
cross polarization isolation within each coverage area, each taking
into account all permissible satellite attitudes, pitch bias, roll
bias, worst-case antenna steering positions (if any), and any
possible sources of performance degradation due to thermal
distortion, setting caused by launch environment, moisture release
and outgassing, and radiation scattering, shall be determined. This
data shall be provided for all beam and channel center frequencies.
|
| |    |  | For steerable antennas, the analysis shall be repeated for at least
9 orientations to cover the whole range of the coverages.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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| |     |  | Test correlated antenna models shall be used to update the on-orbit
predictions. GRASP files of the test correlated antenna models
shall be provided to INTELSAT. For steerable antennas, GRASP files
at 80 degrees pointing interval covering the whole useful range
shall be provided, if performances are dependent on the
antenna-pointing angle.                                                                                                                                                                                                           
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 5.  |  | SFD, G/T, and E.i.r.p. Budgets. Detailed budgets
shall be provided for each receive and transmit beam arrangement at
the center frequency of each transponder, for all redundancy and
cross-strap combinations, and operating modes. Detailed power and
noise figure shall be provided for the specified high and low SFD
transponder settings. Budgets shall include antenna directivity,
antenna gain at repeater interface, input and output circuit losses,
antenna design error allocations, and performance margins for
nominal and worst case conditions.
|
| | 6.  |  | Detailed Transponder Gain Adjustment. Budgets
demonstrating compliance with Exhibit A shall be provided.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | 7.  |  | RF Performance Variation at point of worst antenna gain
slope. For each coverage, over the worst 24-hour period and
over the satellite design life, the receive and transmit performance
variation at the point of worst antenna gain slope taking into
account the antenna beam pointing error and the repeater gain
stability shall be determined.                                                                                                                                                                                                            
|
| | 8.  |  | Spurious Signals. A complete spurious analysis shall
be performed to demonstrate compliance with Exhibit A. Assumed unit
input powers, carrier frequencies, transponder operating modes, and
spurious order and source shall be identified.                                                                                                                                                                                                                                                                                                                     
|
| | 9.  |  | Limiter or Automatic Gain Control Operation and
Overdrive. Repeater performance in limiter or automatic gain
control (AGC) mode (as applicable) and in overdrive conditions using
different gain steps, covering the whole range of the specified
saturation flux density, for co-frequency and adjacent channel
transponders shall be determined.                                                                                                                                                                                                              
|
| | 10. |  | Multipactor Breakdown. The possibilities of
multipactor breakdown occurring within applicable high RF power
areas of the communications payload shall be analyzed. Test powers
and methods of test shall be defined. Minimum margins of safety for
all applicable high RF power components shall be established, and
analyses and test shall be performed to determine that, under worst
case                                                                                                                                                                   

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| |  |  | conditions, these margins will be provided. A minimum of 6 dB
power margin
shall be demonstrated by analysis. Margins shall be confirmed by
testing in accordance with the requirements of Exhibits A and D.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.2     Telemetry, Command and Ranging Subsystem Analyses

Accuracy of all satellite telemetry circuits used in the acquisition of analog
type telemetry data shall be determined. The results of the analysis shall be
incorporated into the Spacecraft Parameters Handbook. Compliance of telemetry
and command link budgets shall be demonstrated. Compliance with the range
determination requirements accounting for all factors significant in range
determination including transponder performance data, calibration data, and
calibration algorithms shall be demonstrated. Confirmation that the TC&R
subsystem will operate in accordance with Exhibit A requirements when
collocated with another spacecraft of the INTELSAT fleet shall be demonstrated.

4.3      Attitude Determination and Control Subsystem Analysis

An analysis and simulation of the attitude determination and control subsystem
(ADCS) shall be performed. This analysis shall demonstrate that the dynamics
conditions and the control subsystem of the satellite fulfill the performance
specifications and provide for safe and reliable satellite operation during all
operational phases and transition modes and in the presence of all anticipated
disturbances. The analysis shall identify all control, structure, and fuel
slosh interactions and provide stability and robustness margins for all the
control loops. Linearized models used in the analysis shall be provided. A
sensitivity analysis shall be performed to show that the Attitude Determination
and Control subsystem can maintain the required attitude and pointing accuracy
during all phases of the mission.

The Contractor shall provide the mathematical model of the attitude control
subsystem and the spacecraft dynamics to enable INTELSAT to analyze maneuvers
for spacecraft operations and simulate critical mission phases for the
operation preparations or anomaly investigations.

4.4      Propulsion Subsystem Analyses

Analyses shall be performed which shall support the propellant mass budget
taking into account all uncertainties, errors, and plume profile and plume
impingement effects. Additionally, potential internal contamination of the
propulsion subsystem and long term materials compatibility with selected
propellants shall be analyzed. Analyses shall include launch and in-orbit fuel
slosh modes, and fuel migration effects with tank propellant management devices
during in-orbit maneuvers.

4.5     Electrical Power Subsystem Analysis

An analysis shall be performed which shall address power requirements for each
spacecraft unit, power profiles showing daily, seasonal and lifetime
variations, estimates of solar array

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characteristics at all critical
conditions, battery operating conditions and management plans,
predictions of battery performance, stability, and evaluation of the electric
power conditioning system as required to define all possible normal and
emergency and operating modes.

4.6      Thermal Control Subsystem Analyses

The thermal control subsystem shall be analyzed for all modes of spacecraft
operation using all available power and non-operation (including lift-off free
molecular heating) and for all critical cases to form the basis for the
temperature ranges to be used in qualification, protoflight and acceptance
testing. Analysis shall include analytical uncertainty and allowances for
degradation as defined in Exhibit A. Thermal analytical models representing
the test conditions shall be used for test predictions and shall be correlated
to Thermal Vacuum Tests or solar beam tests for worst case modes of operation,
and to flight data. Flight models shall be updated accordingly.

The Contractor shall provide thermal nodal models with supporting documentation
for use in launch vehicle Contractors coupled thermal analyses and to INTELSAT
to support spacecraft operations, as defined in Appendix 2 to this Exhibit.

4.7      Structure Subsystem Analysis

Analyses of the spacecraft structure subsystem shall be performed in which all
structural elements, including flexible and/or deployable appendages, are
investigated. All material parameters used in these analyses shall be obtained
from recognized national/international engineering material handbooks or
validated by coupon tests, unless otherwise agreed to by INTELSAT. Elements
which are structurally critical with the attitude control subsystem shall be
analyzed for transients created by thrusters, by deployment of appendages, and
by thermal transients at the beginning and at the end of eclipse periods.

The following shall be included in the structure subsystem design analyses and
study reports:



| | 1. |  | Detailed description of the computer model used to represent
the spacecraft structural configuration for analysis of internal
loads and dynamics, as well as for launch vehicle coupled load
analyses and in-orbit predictions.                                                                                                                                     
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Structural Summary documenting the calculated internal loads
and accelerations at specific grid points of the structural model
for all mission phases and environmental load cases. Additionally,
the Structural Summary shall document deflections at specific grid
points, where clearance or absolute deflections are critical, for
all environmental load cases.

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REVISION 2



| | 3. |  | Natural frequencies, mode shapes with modal mass
participation and damping of the overall spacecraft structure and
appendages.                                                                                                                                      
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 4. |  | Structural distortions and stresses due to thermal
environments during critical operations and test. In particular,
thermal distortion analyses shall be performed for all payload
antennas and results shall be incorporated into the antenna
performance analysis.
|
| | 5. |  | Comprehensive stress analysis of all structural elements to
identify critical stress conditions.                                                                                                                                                                    
|
| | 6. |  | Dynamic analysis of interaction between structural elements
and the attitude control subsystem.                                                                                                                                                                     
|
| | 7. |  | Comparison of test data to analytical results.                                                                                                                                                                                                                      

The mechanical stress analyses shall consider fatigue, creep, and stress
relaxation characteristics. When critical, these characteristics shall be
analyzed in detail and compared to applicable empirical data. If there is no
empirical data, the Contractor shall conduct tests adequate to confirm the
analysis. Fracture mechanics and flaw growth analyses shall include all direct
and cumulative cyclic load combinations occurring during fabrication, testing,
ground handling, transportation, launch and orbit maneuvers.

Structural models representing the test conditions shall be used for test
predictions and shall be correlated with test results. Structural models shall
be correlated with the spacecraft sine vibration and acoustic test results. If
there are significant differences of the structural characteristics between the
predictions and test measurements, the flight level predictions shall be
updated accordingly using the correlated model to validate the required design
and test margins. Flight structural models shall be updated based on the
correlated test model for the final CLA and flight level predictions.

4.8      Mechanism Subsystem Analysis

All mechanisms, including bearing assemblies, positioners, and actuators shall
be analyzed. Analyses shall include: 1) deployment simulation including
latch-up dynamics and loads;
2) lifetime analysis of components and lubrication systems; 3) structural
stiffness of mechanisms in both stowed and deployed on-orbit configurations; 4)
stress analysis for both mission and environmental test loads; and 5) torque
margin analysis including thermal effects and friction due to internal and
external elements.

4.9      Steerable Antenna Pointing Algorithms

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REVISION 2

The following shall be provided to determine the position of all steerable
antennas:



|
|
|
|
|
|
|
|
|



Antenna pointing algorithms shall be verified by test and shall be calibrated
at antenna level and at system level taking into account all error sources and
the telemetry/command chain. The Contractor shall provide a comparison of the
pointing test results and the predictions of the antenna-pointing algorithm by
using the calibration data.

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REVISION 2

5.       PRODUCT ASSURANCE ANALYSES

5.1      Reliability Evaluation

The Contractor shall perform reliability analyses of the equipment at unit and
system level to demonstrate the adequacy of equipment configurations and to
provide analytical evidence that the spacecraft design is based on sound
reliability principles. Reliability Analysis shall be performed and updated as
required and shall use modification factors from MIL-HDBK-217F (or equivalent)
which take into account predicted or actual electrical or temperature stresses.
Failure rates not included in MIL-HDBK-217F shall be provided by the
Contractor and their source made available to INTELSAT.

5.2      Parts Derating and Stress Analysis

Parts derating and stress analyses shall be performed. An updated analysis
shall be provided prior to approval of any design change. A closed-loop system
shall be used by the Contractor to identify any deviation from derating and
application criteria and the required action to correct and/or justify the
deviations.

Parts derating and stress analyses shall be prepared for all circuits utilized
in the spacecraft to verity compliance. Worst-case environments, parameter
variations and stresses including transients, shall be used to obtain the
relative derating of each part.

Mechanical and thermal stress analyses shall also be performed for all
assemblies. These analyses shall be used to evaluate the suitability of the
processes and materials to be used as part of the design with respect to life
and environmental conditions.

5.3      Failure Mode, Effect and Criticality Analyses

Failure Mode, Effect and Criticality Analyses shall be performed with the
objective of detecting single-point failures. Single-point failures shall be
defined as the failure of any single item, which causes spacecraft performance
to degrade below specified subsystem interface requirements. All interfaces
shall be analyzed for compatibility and failure propagation. If multiple units
are packaged in the same equipment housing, coupling paths between units (i.e.,
thermal, mechanical, and electrical) shall be analyzed to identify and correct
any potential failure propagation conditions. Single-point failures existing
in each subsystem shall be listed in the critical item list.

5.4      Worst Case Analysis

All spacecraft assemblies, circuits and on-board software and firmware shall be
evaluated to ensure satisfactory operation under worst case conditions. These
analyses shall consider, but not be limited to, the possible effects of soft
errors (upsets) in digital logic devices, and shall identify

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REVISION 2

methods for the
prevention or reduction of the probability of occurrence. These analyses shall
also include verification of performance with worst case specification
parameters. The worst case analyses shall be performed according to
requirements mutually agreed with INTELSAT.

5.5      Critical Items List

The Contractor shall identify critical items and maintain a list of such items
to monitor their qualification status and the progress of their control.
Criteria to cause items to be classified as critical shall be:



| | 1. |  | Non-redundant major elements;                                
| | -- |  | -------------------------------------------------------------
|
| | 2. |  | Items not previously flight qualified;                       
|
| | 3. |  | Items with single point failures;                            
|
| | 4. |  | Items with highly sensitive processes;                       
|
| | 5. |  | Items which are difficult to be tested on the ground;        
|
| | 6. |  | Items containing life limited parts, i.e., wear out modes; or
|
| | 7. |  | Items which are radiation sensitive or use new technology.   

The Contractor shall define in the Critical Items List the procedure by which
he plans to control the critical aspects of each unit, whether by design,
inspection, or special tests. Testing of critical items shall be completed
before acceptance testing of the first flight spacecraft (except for long-life
testing).

Each item in the Critical Items List shall have complete and documented
acceptance before the launch of the first spacecraft. The Critical Items List
shall be submitted to INTELSAT as defined in the CDRL.

5.6      Safety Analyses

The Contractor shall establish and maintain a Safety Program to ensure that the
spacecraft and all units and subsystems are capable of being manufactured,
stored, handled, transported, installed, and tested safely during all Contract
phases. The details of the program shall be included in the Product Assurance
Plan.

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REVISION 2

The safety analyses shall include consideration of safety provisions for all
spacecraft equipment at all times prior to launch, during launch vehicle abort,
and during emergency launch vehicle operations. Particular attention shall be
given to ground support equipment handling aspects.

Safety data and analyses shall be provided at the relevant CDRs. In addition,
safety data and analyses shall be provided as required by the launch vehicle
agencies.

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Amendment No.3
INTEL-2400

EXHIBIT D

INTELSAT TEST PLAN

REVISION 2

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Amendment No.3
INTEL-2400

*********

*********

238 pages of revised Exhibit D have been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment.

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Amendment No.3
INTEL-2400

EXHBIT F  REVISION 2

INTELSAT X

MILESTONE PAYMENT PLAN

January 2003

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INTEL-2400

***********
************
*************

27 pages of revised Exhibit F have been omitted and file separately with the
Securities and Exchange Commission Pursuant to a request for confidential
treatment.

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