Exhibit 10.4



 Exhibit 10.4 

Confidential treatment has been requested for portions of this exhibit and such portions have been filed separately with the Commission. The copy
filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  

			
	
 



	 	AMENDMENT 5

  

AMENDMENT 5 TO 

CONTRACT 

BETWEEN 

TERRESTAR NETWORKS INC. AND HUGHES NETWORK SYSTEMS, LLC 

FOR DESIGN, DEVELOPMENT AND SUPPLY OF 

SATELLITE BASE STATION SUBSYSTEM (S-BSS) 

This Amendment 5 to Contract (the “Amendment”) is made as of April 14, 2010 (the “Amendment
Effective Date” or “EDA”) by and between Hughes Network Systems, LLC (the “Contractor”) with its principal place of business at 11717 Exploration Lane, Germantown, Maryland, 20876, and TerreStar Networks
Inc., a corporation organized under the laws of Delaware with its principal place of business at One Discovery Square, Suite 600, 12010 Sunrise Valley Drive, Reston, Virginia 20190 (“TerreStar”). As used herein, Contractor and
TerreStar may each be referred to individually as a “Party” and collectively as the “Parties.” 

WHEREAS, TerreStar has contracted with Contractor for the design, development and supply of an S-BSS and related Deliverable Items
under the contract between the Parties titled “Contract Between TerreStar Networks Inc. and Contractor for Design, Development and Supply of Satellite Base Station Subsystem (S-BSS),” dated February 6, 2007, as amended by that certain
Addendum and Amendment to Contract between the Parties dated April 13, 2007, and as further amended by that second Amendment to Contract between the Parties dated August 1, 2008, the third Amendment to Contract between the Parties dated
March 9, 2009, and that fourth Amendment to Contract between the Parties dated July 15, 2009 (collectively the “Contract”); and 

WHEREAS, Contractor agrees to provide additional work under the Contract, including free of charge engineering development
services; and 
 WHEREAS, the Parties desire to amend the Contract as set forth herein. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and intending to be legally bound, the
Parties hereby agree to the following: 
 I. The Contract is hereby amended as follows: 

1. Additional Work. 
  

	 	(a)	 Contractor agrees to perform the engineering development work required to implement the ATT-QOS Workaround (Phase-1 and Phase-2), and to perform the
engineering development work to design an Optical RF Converter (“ORC”), with an option to purchase ORC 



 


			
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		  	03/03/2010
		  	Page 1 of 50










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filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  


	 	
‘equipment at a reduced unit price, all in accordance with Exhibit A3 and Exhibit B3 respectively which are attached to this Amendment. For greater certainty, the engineering development
work associated with the ATT-QOS Workaround and ORC will be provided to TerreStar by Contractor free of charge. 

  

	 	(b)	As set forth in the attached Exhibit A4 (as further defined below), Contractor agrees to perform the engineering development work required to implement the S-BSS Test
Gateway feature for the GMR1-3G SBSS and Chipset (“Test Gateway Feature”) allowing Production UTs and Test UTs to be controlled so they can selectively ignore or connect to an S-BSS Test-Gateway or Production Gateway, in accordance with
the GMR1-3G Specification. 

 2. Deleted Exhibits. On the Amendment Effective Date the following Exhibits to the Contract
shall be deleted in their entirety and replaced with the revised versions of such Exhibits which are described in Article I-2 below and which are attached to this Amendment: 

 

	 	(a)	Exhibit C, Revision 5.2 – S-BSS Price and Payment Milestone Schedule 

  


	 	(b)	Exhibit D – Options, dated February 6, 2007 


3. Added Exhibits. On the Amendment Effective Date the following Exhibits to the Contract shall be added: 

 

	 	(a)	Exhibit A3, Revision 1.2 — Statement of Work for ATT-QOS Workaround and Optical RF Converter dated April 15, 2010. 


 

	 	(b)	Exhibit A4, Revision A.02 — 3G Satellite Base Station Sub-System (3G S-BSS) Test S-BSS Overview dated March 18, 2010. 


 

	 	(c)	Exhibit B3, Revision 1.0 — Functional Requirements including Appendix A: Functional Requirements for ATT-QOS Workaround Version 1.2 and Appendix B: Functional
Requirements for Optical RF Converter Version 1.0 

  

	 	(d)	Exhibit C, Revision 5.4 — S-BSS Price and Payment Milestone Schedule, dated April 16, 2010 


 

	 	(e)	Exhibit D — Revision 2.0 Options, Dated March 5, 2010 


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

 4. Test Gateway Feature Period of Performance: The schedule for the delivery of the Test Gateway Feature is approximately 6 weeks
after the Amendment Effective Date. Contractor will develop and deliver the Test Gateway Feature software for the S-BSS and the Phase-1 Chipset and integrate the Test Gateway software at NLV. 

 


			
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		  	03/03/2010
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	  	AMENDMENT 5
	  	

  
  

 5. Test Gateway Feature Price and Payment. Contractor will perform the work to develop and
deliver the Test Gateway Feature under this Amendment for a fixed price of $[***] ([***]). Contractor will invoice TerreStar as follows: 
  

	 	•	 	 Upon the Amendment Effective Date: $[***] 


  

	 	•	 	 Upon delivery of the Test Gateway Feature Deliverables: $[***] 



TerreStar shall pay each undisputed invoiced amount within thirty (30) days after TerreStar receives the invoice. 

6. Optical RF Converter Option – No Warranty. Notwithstanding anything to the contrary in the Contract, including Article 9 entitled Warranty
and Support, the Parties agree that the equipment provided under the ORC Option, if exercised by TerreStar, shall be provided by Contractor “as-is” and without any warranties of any kind, express or implied, including any warranty of
merchantability or fitness for a particular purpose. Contractor agrees to provide support to TerreStar for the ORC equipment on a time and material basis upon request from TerreStar. 

II. Capitalized terms shall have the meaning ascribed to them in the Contract, and the related Exhibits and Glossary attached to the Contract, as may be
amended by this Amendment. 
 III. This Amendment and the Contract together constitute the entire agreement and understanding between the
Parties in connection with the transactions hereby contemplated. This Amendment supersedes all previous agreements, arrangements and understandings between the Parties with regard to such transactions. Except as specifically amended in this
Amendment, the Contract remains in full force and effect, and is ratified and confirmed. 
 IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be executed by their duly authorized representatives as of the Amendment Effective Date. 
  

									
	ACCEPTED:	 		 	
			
	TERRESTAR NETWORKS INC.	 		 	HUGHES NETWORK SYSTEMS, LLC
					
	By:	 	  
	 		 	By:	 	  


  



			
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		  	03/03/2010
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filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  


			
	Typed Name: Vincent Loiacono	 	Typed Name: Matthew Mohebbi
		
	Title: Chief Financial Officer	 	Title: Vice President
		
	Date: April 16, 2010	 	Date: April 21, 2010

  


			
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		  	03/03/2010
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filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 Appendix B to Exhibit B3 

TerreStar Satellite Base Station Subsystem 

(S-BSS) 

Optical RF Converter Functional Requirements 

Hughes Doc. # H35516, Version
1.0.                                 March 3, 2010 

Hughes Network Systems, LLC 
 11717
Exploration Lane 
 Germantown, Maryland 20876 

TerreStar Networks, Inc. 
 One Discovery
Place 
 12010 Sunset Hills Road, 6th Floor 

Reston, Virginia 20190 
  


			
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		  	03/03/2010
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filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  


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



			
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		  	03/03/2010
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filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 Revision History 

 

							
	 Date
	  	Version	  	 Description
	  	Author
	3/2/10	  	1.0	  	Initial Release	  	[***]

  

 These commodities, technology or software were exported from the United States in
accordance with 
 the Export Administration Regulations. Diversion contrary to U.S. law is prohibited. 

Use or disclosure subject to the provisions of Contract signed on 31 March, 2009. 









 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 TABLE OF CONTENTS 

 

					
	 SECTION
	  	PAGE
	1.0	  	INTRODUCTION	  	1-1
	1.1	  	 Purpose
	  	1-1
	1.2	  	 Overview
	  	1-1
	1.3	  	 RELEVANT DOCUMENTS
	  	1-1
	2.0	  	INTERFACES	  	1
	2.1	  	 Fiber interface to SBSS
	  	2
	2.2	  	 Analog interface
	  	2
	2.3	  	 10 MHz interface
	  	2
	2.4	  	 IF to Fiber Mapping
	  	2
	2.5	  	 Control Software
	  	2
	2.6	  	 Photograph of the ORC
	  	3

  

 ii 

HUGHES PROPRIETARY 









 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 LIST OF FIGURES 

 

					
	 FIGURE
	  	 	  	PAGE
			
	Figure 1-1.	  	[***]	  	1-1
	Figure 2-1.	  	[***]	  	1
	Figure 2-2.	  	[***]	  	2
	Figure 2-3.	  	[***]	  	3

  

 iii 

HUGHES PROPRIETARY 









 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 LIST OF TABLES 

 

					
	 TABLE
	  	 	  	PAGE
			
	Table 2-1.	  	Interfaces	  	1
	Table 2-2.	  	Port Definition/Capabilities	  	2

  

 iv 

HUGHES PROPRIETARY 








 Confidential treatment has been requested for portions of this exhibit and such portions have been filed
separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 

Hughes Optical to RF Converter for TerreStar 

(3/10) 
  

	1.	INTRODUCTION 

  

	 	1.1.	Purpose 

 This document provides an
overview of the external interfaces and main function of the Hughes Optical RF Converter (ORC) for TerreStar. 
  

	 	1.2.	Overview 

 The TerreStar ORC [***]

 [***] 
 Figure
1-1. [***] 
  

	1.3.	RELEVANT DOCUMENTS 

 The relevant document
is as follows: 
 [***] 
  

 1-1 

HUGHES PROPRIETARY 









 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 2.        INTERFACES 

Figure 2-1 shows the [***] 
 [***]

 Figure 2-1. [***] 

Table 2-1 is a list of [***]. 

Table 2-1. Interfaces 
  

							
	 Interface
	  	 Purpose
	  	 Qty
	  	 Connector
Type

	 [***]
	  	[***]	  	[***]	  	[***]
	 [***]
	  	[***]	  	[***]	  	[***]
	 [***]
	  	[***]	  	[***]	  	[***]
	 [***]
	  	[***]	  	[***]	  	[***]
	 [***]
	  	[***]	  	[***]	  	[***]

  


			
	 Exhibit C
	  	Version 5.4
		  	04/16/2010
		  	Page 1 of 50










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filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  


	2.1.	Fiber interface to SBSS 

 The Fiber
interface [***]. 
 Table 2-2. Port Definition/Capabilities 

 

					
	 Port Number
	  	 Capability
	  	LC Connector
	 [***]
	  	[***]	  	[***]
	 [***]
	  	[***]	  	[***]

 Figure 2-2 shows [***].

 [***] 
 Figure
2-2. [***] 
 The Fiber interface is [***] 
  

	2.2.	Analog interface 

 The Analog IF interface
[***] 
  

	2.3.	10 MHz interface 

 The 10 MHz Interface
[***]. 
  

	 	2.4.	IF to Fiber Mapping 

 Each fiber carries
[***] 
  

	 	2.5.	Control Software 

  


			
	Exhibit C	  	Version 5.4
		  	04/16/2010
		  	Page 2 of 50










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filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 Control scripts are used [***] 

 

	 	2.6.	Photograph of the [***] 

 The below
picture is [***]. 
 Figure 2-3. [***] 

 


			
	Exhibit C	  	Version 5.4
		  	04/16/2010
		  	Page 3 of 50










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filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 Exhibit C 

TerreStar Satellite Base Station Subsystem 

(S-BSS) 

Price and Payment Milestone Schedule 
  

			
	Hughes Doc. # H35516, Version 5.4.	 	April 16, 2010

  

			
	Hughes Network Systems, LLC	  	
	 11717 Exploration Lane
	  	
	 Germantown, Maryland 20876
	  	  

		
	TerreStar Networks, Inc.	  	
	 One Discovery Place
	  	
	 12010 Sunset Hills Road, 6th Floor
	  	
	 Reston, Virginia 20190
	  	  

		  	Vincent Loiacono, Chief Financial Officer

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

 


			
	Exhibit C	  	Version 5.4
		  	04/16/2010
		  	Page 4 of 50










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filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 Revision History 

 

							
	 Date
	  	Version	  	 Description
	  	Author
	 2/6/07
	  	4.0	  	Initial Release and Contract Execution Copy	  	[***]
	 1/31/08
	  	4.1	  	Incorporate CCN #6	  	[***]
	 5/22/08
	  	4.2	  	Incorporate CN #	  	[***]
	 6/17/08
	  	4.3	  	Amend 2 Final Version	  	[***]
	 2/20/09
	  	5.0	  	Amend 3	  	[***]
	 6/18/09
	  	5.1	  	Amendment 4 (Including Satellite Launch July 8, 2010)	  	[***]
	 7/8/09
	  	5.2	  	Changed Milestone 13 to AP	  	[***]
	 3/2/10
	  	5.3	  	Added ORC and T&M Options	  	[***]
	 4/16/10
	  	5.4	  	Revised MS payment table to reflect Test Gateway Feature	  	[***]

  


			
	Exhibit C	  	Version 5.4
		  	04/16/2010
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filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 TABLE OF CONTENTS 

 

					
	 SECTION
	  	PAGE
	 REVISION HISTORY
	  	2
	1.1	  	Purpose and Scope	  	5
	1.2	  	DOCUMENT Hierarchy	  	5
	2.0	  	PRICE SCHEDULE	  	6
	2.1	  	PRICE SCHEDULE	  	6
	2.1.1	  	 SBSS Baseline Price
	  	6
	2.1.2	  	 SBSS Options Prices
	  	7
			
	3.0	  	PAYMENT PLAN	  	9
	3.1	  	PAYMENT PLAN	  	9

  


			
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	  	Version 5.4
		  	04/16/2010
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filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 LIST OF TABLES 

 

					
	 TABLE
	  	 	  	PAGE
			
	Table 1-1.	  	Document Hierarchy	  	5
	Table 2-1.	  	S-BSS Baseline Price	  	6
	Table 2-2.	  	[***]	  	7
	Table 2-3.	  	[***]	  	7
	Table 2-4.	  	[***]	  	8

  


			
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	  	Version 5.4
		  	04/16/2010
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filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  


	 	1.1	Purpose and Scope 

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

	 	1.2	DOCUMENT Hierarchy 

 i
Table 2-1. Document Hierarchy 
  

					
	 No.
	  	 Document
	  	 Content

	1.	  	Contract	  	Terms and Conditions
	2.	  	Exhibit A	  	Statement of Work
	3.	  	Exhibit B	  	S-BSS Technical Specification
	4.	  	Exhibit C	  	Price Schedule
	5.	  	Exhibit D	  	Options

  


			
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	  	Version 5.4
		  	04/16/2010
		  	Page 2-8 of 50










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	  	AMENDMENT 5
	  	

  
  

 2.0 Price schedule 

2.1   PRICE SCHEDULE 

2.1.1   SBSS Baseline Price 

ii Table 2-1. S-BSS Baseline Price 

 

					
	 Item
	  	 Description
	  	 Price

	1	  	[***]	  	[***]
		  	[***]	  	[***]
		  	[***]	  	[***]
		  	[***]	  	[***]
		  	[***]	  	[***]
		  	[***]	  	[***]
		  	[***]	  	[***]
		  	[***]	  	[***]
		  	[***]	  	[***]
		  	[***]	  	[***]
		  	[***]	  	[***]
	2	  	[***]	  	[***]
			
	3	  	[***]	  	[***]
			
	4	  	[***]	  	[***]
			
	5	  	[***]	  	[***]
			
	6	  	[***]	  	[***]
			
	7	  	[***]	  	[***]
			
	8	  	[***]	  	[***]
			
	9	  	[***]	  	[***]
			
	10	  	[***]	  	[***]

  


			
	Exhibit D	  	#H35520
		  	March 5, 2010
		  	Page 9 of 50










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	  	AMENDMENT 5
	  	

  
  


					
			
	11	  	[***]	  	[***]
			
	12	  	[***]	  	[***]
			
	13	  	[***]	  	[***]
	14	  	[***]	  	[***]
	15	  	[***]	  	[***]
		  	TOTAL PURCHASE PRICE	  	 $
 46,245,767



 2.1.2   SBSS Options Prices 

iii Table 2-2. S-BSS Options 
  

					
	1	  	[***]	  	[***]
			
	2	  	[***]	  	[***]
			
	3	  	[***]	  	[***]
		  	    [***]	  	    [***]
		  	    [***]	  	    [***]
		  	    [***]	  	    [***]
	4	  	[***]	  	[***]
		  	    [***]	  	    [***]
	5	  	[***]	  	[***]
		  	    [***]	  	[***]
		  	    [***]	  	[***]

 The following options defined as O3M (Option to be
priced in 3 Months) in Table 2-6 of the Technical Specifications and schedule shall be priced at EDC + 3 months: 
  


			
	Exhibit D	  	#H35520
		  	March 5, 2010
		  	Page 10 of 50










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	  	AMENDMENT 5
	  	

  
  

 iv Table 2-3. [***] 

 

					
	1	  	[***]	  	[***]
			
	2	  	[***]	  	[***]
		  		  	    [***]
	3	  	[***]	  	[***]
			
	4	  	[***]	  	[***]
		  		  	    [***]
	5	  	[***]	  	[***]
			
	6	  	[***]	  	[***]

 [***] 

v Table 2-4. [***] 
  

					
	1	  	[***]	  	[***]
			
	2	  	[***]	  	[***]
			
	3	  	[***]	  	[***]

  


			
	Exhibit D	  	#H35520
		  	March 5, 2010
		  	Page 11 of 50










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filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 3.0 PAYMENT PLAN 

3.1   PAYMENT PLAN 
  

									
	 Number
	  	 Payment Milestone
	  	Value	 	Approximate
Date	 	Estimated
Calendar Date
	1	  	[***]	  	[***]	 	[***]	 	[***]
					
	2	  	[***]	  	[***]	 	[***]	 	[***]
					
	3	  	[***]	  	[***]	 	[***]	 	[***]
					
	4	  	[***]	  	[***]	 	[***]	 	[***]
					
	5	  	[***]	  	[***]	 	[***]	 	[***]
					
	6	  	[***]	  	[***]	 	[***]	 	[***]
					
	7	  	[***]	  	[***]	 	[***]	 	[***]
					
	8a	  	[***]	  	[***]	 	[***]	 	[***]
					
	8b	  	[***]	  	[***]	 	[***]	 	[***]
					
	9a	  	[***]	  	[***]	 	[***]	 	[***]
					
	9b	  	[***]	  	[***]	 	[***]	 	[***]
					
	9c	  	[***]	  	[***]	 	[***]	 	[***]
					
	10a	  	[***]	  	[***]	 	[***]	 	[***]
					
	10b	  	[***]	  	[***]	 	[***]	 	[***]
					
	10c	  	[***]	  	[***]	 	[***]	 	[***]
					
	11	  	[***]	  	[***]	 	[***]	 	[***]
					
	12a	  	[***]	  	[***]	 	[***]	 	[***]
					
	12b	  	[***]	  	[***]	 	[***]	 	[***]
					
	12c	  	[***]	  	[***]	 	[***]	 	[***]

  


			
	Exhibit D	  	#H35520
		  	March 5, 2010
		  	Page 12 of 50










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filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  


									
	12d	  	[***]	  	[***]	 	[***]	 	[***]
					
	12e	  	[***]	  	[***]	 	[***]	 	[***]
					
	12f	  	[***]	  	[***]	 	[***]	 	[***]
					
	13	  	[***]	  	[***]	 	[***]	 	[***]
					
	14	  	[***]	  	[***]	 	[***]	 	[***]
					
		  	Total	  	46,245,767	 		 	

  


			
	Exhibit D	  	#H35520
		  	March 5, 2010
		  	Page 13 of 50










 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 Exhibit D 

TerreStar Satellite Base Station Subsystem 

(S-BSS) 

Options 
  

					
	 Hughes Doc. # H35520
	  	Revision 2.0    March 5, 2010

  

			
	Hughes Network Systems, LLC	 	
	11717 Exploration Lane	 	
	Germantown, Maryland 20876	 	  

		
	TerreStar Networks, Inc.	 	
	One Discovery Place	 	
	12010 Sunset Hills Road, 6th Floor	 	
	Reston, Virginia 20190	 	  

		 	Vincent Loiacono, Chief Financial Officer, April 16, 2010

  

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

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


  


			
	Exhibit D	  	#H35520
		  	March 5, 2010
		  	Page 14 of 50










 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 TABLE OF CONTENTS 

 

					
	 SECTION
	 	 	  	PAGE
	 1.0
	 	INTRODUCTION	  	17
	 1.1
	 	purpose and scope	  	17
	 1.2
	 	reference documents	  	17
	 2.0
	 	OPTIONS	  	1
	 2.1
	 	general terms for options	  	1
	 2.2
	 	List of Options	  	1

  


			
	Exhibit D	  	#H35520
		  	March 5, 2010
		  	Page 15 of 50










 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 LIST OF TABLES 

 

					
	 TABLE
	 	 	  	PAGE
	 Table 1-1.
	 	Document Hierarchy	  	17

  


			
	Exhibit D	  	#H35520
		  	March 5, 2010
		  	Page 16 of 50










 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 1. Introduction 

 

	1.1.	purpose and scope 

 This document is
Exhibit D and defines the Options that can be procured by the Customer under the Satellite Base Station System Contract. 
  

	1.2.	reference documents 


Table 1-1. Document Hierarchy 
  

					
	 No.
	  	 Document
	  	 Content

			
	 1.
	  	Contract	  	Terms and Conditions
			
	 2.
	  	Exhibit A	  	Statement of Work
			
	 3.
	  	Exhibit B	  	S-BSS Technical Specification
			
	 4.
	  	Exhibit C	  	Price Schedule
			
	 5.
	  	Exhibit D	  	Options

  


			
	Exhibit D	  	#H35520
		  	March 5, 2010
		  	Page 17 of 50










 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 2. Options 

 

	2.1.	general terms for options 

  

	 	1.	The Customer may exercise any of the options described in Subsection 2.2 below (the “Options”) at any time before the date specified in the relevant
Option. The exercise of the Option shall be effective and irrevocable upon delivery by Customer to Contractor of a written notice referencing such Option and stating that the Customer is exercising that Option. Subject to the foregoing, the Customer
may exercise as many of the Options listed in Subsection 2.2 as it may elect. 

  

	2.2.	List of Options 

  

	 	1.	Exhibit C, Table 2-2, Item # 1 – [***] 


[***] 
  

	 	2.	Exhibit C, Table 2-2, Item # 2 – [***] 


[***] 
  

	 	3.	Exhibit C, Table 2-2, Item # 3 – [***] 


[***] 
  

	 	4.	Exhibit C, Table 2-2, Item # 4 – [***] 


[***] 
  

	 	5.	Exhibit C, Table 2-2, Item # 5 – [***] 


[***] 
  

	 	6.	The following options defined as [***] 


[***] 
  

	 	7.	The following options defined as [***] 


[***] 
  


			
	Exhibit A3	  	Version 1.2
		  	04/15/2010
		  	Page 1 of 50










 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 Exhibit A3 

TerreStar Satellite Base Station Subsystem 

(S-BSS) 

Statement of Work for [***]-QoS Workaround and Optical RF Receiver 

 

			
	 Hughes Doc. # H35516, Version 1.2.
	 	April 15, 2010                


Hughes Network Systems, LLC 
 11717
Exploration Lane 
 Germantown, Maryland 20876 

TerreStar Networks, Inc. 
 One Discovery
Place 
 12010 Sunset Hills Road, 6th Floor 

Reston, Virginia 20190 

 

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



			
	Exhibit A3	  	Version 1.2
		  	04/15/2010
		  	Page 2 of 50










 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 Revision History 

 

							
	 Date
	  	 Version
	  	 Description
	  	 Author

	 3/3/10
	  	1.0	  	Initial Release	  	[***]
	 3/30/10
	  	1.1	  	Initial Release	  	[***]
	 4/15/10
	  	1.2	  	Updates for Phase 2	  	[***]

  


			
	Exhibit A3	  	Version 1.2
		  	04/15/2010
		  	Page 3 of 50










 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 Table of Contents 

 

					
	 1
	  	INTRODUCTION	  	4
	 1.1
	  	 Purpose and Objective
	  	
	 1.2
	  	 Scope
	  	

  


			
	Exhibit A3	  	Version 1.2
		  	04/15/2010
		  	Page 4 of 50










 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  


	1	Statement of Work 

  

 

	1.1	Purpose and Objective 

 This
statement of work (SOW) defines work for 2 items 
  

	 	1)	[***]-QoS Workaround, [***] 

  

	 	2)	Optical RF Converter 

  

 

	1.2	Scope 

 The scope of these 2
items is as follows. 
 [***]-QoS Workaround 

Contractor shall develop the enhancements to the software for the satellite base station subsystem (S-BSS) to support [***] 

This work shall comply with the specification in Exhibit B3, Appendix A. 

This work will take place in 2 phases. [***]. 

[***] 

Optical RF Converter 

Contractor shall develop the enhancements to the [***] 
  

 

	1.3	Schedule 

 [***] 

[***] 
  

 This Amendment and the information contained therein are confidential and proprietary to
TerreStar and Contractor and shall not 
 be published or disclosed to any third party except as permitted by the Terms and
Conditions of this Amendment and the Contract. 









 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 Exhibit B3 

TerreStar Satellite Base Station Subsystem 

(S-BSS) 

Functional Requirements for 

[***]-QoS Workaround and Optical RF Receiver 

Version
1.0.                    March 3, 2010 

Hughes Network Systems, LLC 
 11717
Exploration Lane 
 Germantown, Maryland 20876 

TerreStar Networks, Inc. 
 One Discovery
Place 
 12010 Sunset Hills Road, 6th Floor 

Reston, Virginia 20190 

 

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



			
	Exhibit B3	  	Version 1.0
		  	03/03/2010
		  	Page 1 of 50










 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 Revision History 

 

							
	 Date
	  	 Version
	  	 Description
	  	 Author

	 3/3/10
	  	1.0	  	Initial Release	  	[***]

  


			
	Exhibit B3	  	Version 1.0
		  	03/03/2010
		  	Page 2 of 50










 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 Table of Contents 

 

					
	 1
	  	INTRODUCTION	  	4
	 1.1
	  	 Purpose and Objective
	  	
	 1.2
	  	 Scope
	  	

  


			
	Exhibit B3	  	Version 1.0
		  	03/03/2010
		  	Page 3 of 50










 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  



	1	Specifications 

  

 

	1.1	Purpose 

 This exhibit contains
the functional requirements for the below 2 items 
 1) [***]-QoS Workaround[***] 

2) Optical RF Converter 
  

 

	1.2	Specification 

 Attached to this document are the
following Appendices: 
 Appendix A to Exhibit B3: Functional Requirements for [***]-QoS Workaround 

Appendix B to Exhibit B3: Functional Requirements for Optical RF Converter 

 

 i 

HUGHES PROPRIETARY 








 Confidential treatment has been requested for portions of this exhibit and such portions have been filed
separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 

Test S-BSS Overview 

H42660 RevA.02 

 

 

 H42660 

Exhibit A4 - 3G SATELLITE BASE STATION SUB-SYSTEM (3G S-BSS) 

Test S-BSS OVERVIEW 

Revision A.02 

03/18/2010 
  

 ii 

HUGHES PROPRIETARY 









 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 

Test S-BSS Overview 

H42660 RevA.02 
  

 PROPRIETARY NOTICE 

All rights reserved. This publication and its contents are proprietary to Hughes Network Systems, LLC. No part of this publication may be
reproduced in any form or by any means without the written permission of Hughes Network Systems, LLC, 11717 Exploration Lane, Germantown, Maryland 20876. 

HUGHES is a registered trademark of Hughes Network Systems, LLC. All other trademarks are the property of their respective owners.

 Copyright 2010 Hughes Network Systems, LLC 

 

 

  

 iii 

HUGHES PROPRIETARY 









 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 

Test S-BSS Overview 

H42660 RevA.02 
  

 REVISION HISTORY 

 

							
	 Revision
	 	 Date of Issue
	 	 Author
	 	 Scope

	A.01	 	03/04/2010	 	HNS	 	Creation
	A.02	 	03/18/2010	 	HNS	 	[***]

  

 iv 

HUGHES PROPRIETARY 









 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 

Test S-BSS Overview 

H42660 RevA.02 
  

 Table of Contents 

 

					
	 1
	  	PURPOSE	  	7
	 1.1
	  	 Definitions and Acronyms
	  	7
	 2
	  	TEST S-BSS	  	8
	 2.1
	  	 Overview
	  	8
	 2.2
	  	 Specification
	  	8
	 2.3
	  	 Configuration
	  	8
	 2.4
	  	 Operation
	  	8
	 2.5
	  	 Test S-BSS Operational Scenario
	  	9
	 2.5.1
	  	 Preconditions
	  	9
	 2.5.2
	  	 Scenario Description
	  	9

  

 v 

HUGHES PROPRIETARY 









 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 

Test S-BSS Overview 

H42660 RevA.02 
  

 List of Tables 

 

					
	 Table 2-1
	  	[***]	  	8
	 Table 2-2
	  	[***]	  	8
	 Table 2-3
	  	[***]	  	10
	 Table 2-4
	  	[***]	  	10

  

 vi 

HUGHES PROPRIETARY 









 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
		  	Test S-BSS Overview
	  	H42660 RevA.02

  


	1.	Purpose 

 This document describes test
mode functionality in the S-BSS. The intent of the document is to provide a system level view of a Test S-BSS and the parameters that are used to configure a S-BSS to put it in test mode. 

 

	1.1.	Definitions and Acronyms 

  

			
	 Acronym
	  	 Meaning

	 S-BSS
	  	Satellite Base Station Subsystem
	 UT
	  	User Terminal
	 BCCH
	  	Broadcast Control Channel
	 EMS
	  	Element Management System

  

 7 

HUGHES PROPRIETARY 









 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 

Test S-BSS Overview 

H42660 RevA.02 
  


	2.	Test S-BSS 

  

	2.1.	Overview 

 In case there are [***].

  

	2.2.	Specification 

 The concept of [***].

  

							
	i     Table 2-1 [***]
				
	 [***]
	  	[***]	 	[***]	 	[***]
				
	 [***]
	  	[***]	 	[***]	 	[***]
	  	 	[***]	 	[***]
				
	 [***]
	  	[***]	 	[***]	 	[***]
	  	 	[***]	 	[***]
				
	 [***]
	  	[***]	 	[***]	 	[***]
	  	 	[***]	 	[***]
				
	 [***]
	  	[***]	 	[***]	 	[***]
	  	 	[***]	 	[***]

  

	2.3.	Configuration 

  

	 	•	 	 [***] 



Note that the 2nd option is [***] 
  

	 	•	 	 S-BSS Configuration : For test mode operation [***] 



 

	 	•	 	 Note that this mode is [***] 



Note that in the current S-BSS software release [***]. 

It is to be noted that [***] 
  

	2.4.	Operation 

 In a cell [***] 

i    Table 2-2 [***] 
  

									
	 [***]
	  	[***]	  	[***]	 	[***]	 	[***]
	 [***]
	  	[***]	  	[***]	 	[***]	 	[***]

  

 8 

HUGHES PROPRIETARY 









 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 

Test S-BSS Overview 

H42660 RevA.02 
  


									
		  	[***]	  	[***]	  	[***]	  	[***]
	 [***]
	  	[***]	  	[***]	  	[***]	  	[***]
	  	[***]	  	[***]	  	[***]	  	[***]
	  	[***]	  	[***]	  	[***]	  	[***]

 Note 1: The
current implementation [***] 
 Note 2: Similarly with the [***] 

 

	2.5.	Test S-BSS Operational Scenario 

 Test
S-BSS and Normal S-BSS [***] 
 [***] 

2.5.1   Preconditions 

This operational scenario [***] 

[***] 

2.5.2   Scenario Description 

[***] 
  

 9 

HUGHES PROPRIETARY 









 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 

Test S-BSS Overview 

H42660 RevA.02 
  

 Refer to the table below [***] 

i    Table 2-3 [***] 
  

									
	 [***]
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

					
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	  	  	  	[***]	  	[***]
	  	[***]	  	[***]	  	[***]	  	[***]
	  	  	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	  	  	  	[***]	  	[***]
	  	[***]	  	[***]	  	[***]	  	[***]
	  	  	  	[***]	  	[***]

 Refer to the table below [***]

 ii    Table 2-4 [***] 
  

									
					
	 [***]
	  	[***]	  	[***]	  	[***]	  	[***]
					
	 [***]
	  	[***]	  	[***]	  	[***]	  	[***]
	  	[***]	  	[***]	  	[***]	  	[***]
					
	 [***]
	  	[***]	  	[***]	  	[***]	  	[***]
	  	[***]	  	[***]	  	[***]	  	[***]
	  	[***]	  	[***]	  	[***]	  	[***]TR

  

 10 

HUGHES PROPRIETARY 









 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 Appendix A to Exhibit B3 

TerreStar Satellite Base Station Subsystem 

(S-BSS) 

[***]-QOS Workaround Functional Requirements 
  

			
	Hughes Doc. # H35516, Version 1.2.	 	April 5, 2010

 Hughes Network
Systems, LLC 
 11717 Exploration Lane 

Germantown, Maryland 20876 
 TerreStar
Networks, Inc. 
 One Discovery Place 

12010 Sunset Hills Road, 6th Floor 
 Reston,
Virginia 20190 
  

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



			
	Exhibit B3	  	Version 1.2
		  	04/05/2010
		  	Page 1 of 50










 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 Revision History 

 

							
	 Date
	  	Version	  	 Description
	  	 Author

	3/2/10	  	1.0	  	Initial Release	  	[***]
	3/18/10	  	1.1	  	Initial Release	  	[***]
	4/05/10	  	1.2	  	Update for EMS statistics	  	[***]

  


			
	Exhibit B3	  	Version 1.2
		  	04/05/2010
		  	Page 2 of 50










 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 Contents 
  

					
	 REVISION HISTORY
	  	I
	1.0	  	OVERVIEW	  	4
	2.0	  	Requirements	  	4

  


			
	Exhibit B3	  	Version 1.2
		  	04/05/2010
		  	Page 3 of 50










 Confidential treatment has been requested for portions of this exhibit and such portions have been
filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***]. 
  


			
	



	  	AMENDMENT 5
	  	

  
  

 1.0 OVERVIEW 

The SBSS shall support the [***]-QOS workaround in 2 phases. 

[***]. 
 2.0 REQUIREMENTS

 The technical requirements are specified in the TerreStar document APN Issues Draft 0.3 23 February, 2010 with the modifications
contained within section 3.3.2 and listed below: 
  

	 	1.	Addition of a new (second) [***] 

  

	 	2.	Enable (or disable) use of the [***] 

  

	 	3.	Enable the configuration of [***] 

  

	 	4.	The [***] 

  

	 	5.	The [***] 

  


			
	Exhibit B3	  	Version 1.2
		  	04/05/2010
		  	Page 4 of 50