Exhibit 10.1



 Exhibit 10.1 

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 [***]. 
 Space
Systems/Loral 
 3825 Fabian Way 

Palo Alto, CA 94303-4604 
 USA 

  

					
		 		  	26 August 2009
		 		  	In Reply Cite:
		 		  	TS/SMS/09/65

 [***] 

TerreStar Networks Inc. 
 12010 Sunset Hills Road

 Suite 600 
 Reston, VA 20190

  

			
	Subject:	  	TerreStar-2 Satellite Program; Stop Work and Restart
		
	Reference:	  	a) Telecon between [***] and [***] on 26 August 2009

 Dear
Mr. [***]: 
 During the Reference a) telecom, the following terms for the TerreStar-2 Restart were agreed upon: 

 

	 	1.	The price for the Restart will be $23.986M. This price is based upon not having to perform more than one off-site thermal vacuum test for other SS/L spacecraft. The
payment schedule for the above-stated amount will be provided in a subsequent letter. 

  

	 	2.	As date for the availability of the SS/L thermal vacuum testing facility for TS-2 is not known at this time, the target “ready to ship” date is estimated to
be in the fourth quarter of 2011. There will be no liquidated damages associated with the “ready to ship” date. 

  

	 	3.	The above price does not include the price for the replacement batteries. The price for the batteries will be determined upon the establishment of the approximate ship
date of the spacecraft. 

  

	 	4.	Receipt of the payment of Milestone T2-15, [***], in the amount of [***] is to be wired to SS/L’s account as soon as possible but no later than 3 weeks from the
date of this agreement. 

 Please indicate your concurrence with these terms below. Should you have questions on this matter,
please contact [***] on [***] or [***] on [***] (fax: [***]). 
  

							
	Very truly yours,	  		  	CONCUR	  	  

		  		  		  	TerreStar Networks Inc.
		  		  		  	Jeffrey W. Epstein
		  		  		  	President
		  		  		  	August 27, 2009

 R.A. Haley 

Senior Vice President and 
 Chief Financial
Officer 
  

 1 









 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 [***]. 
  


 Space Systems/Loral 

3825 Fabian Way 
 Palo Alto, CA
94303-4604 
 USA 
  

					
		 		  	23 September 2009
		 		  	In Reply Cite:
		 		  	TS/SMS/09/67

 [***] 

TerreStar Networks Inc. 
 12010 Sunset Hills Road

 Suite 600 
 Reston, VA 20190

  

			
	Subject:	  	TerreStar-2 Satellite Program; Stop Work and Restart Payment Plan
		
	Reference:	  	a) TS-2 Restart Agreement, dated 26 August 2009

 Dear
Mr. [***]: 
 In Item 1 of the Reference a) agreement, SS/L stated that a payment schedule for the Restart Effort would be provided in
a subsequent letter. This matter has been discussed between [***] of TerreStar and [***] of SS/L and verbal agreement was reached on the following payment plan: 
  

								
	 No.
	  	STOP/STORE/RESTART
(RS) MILESTONES	 	AMOUNT	 	INOICE DATE
	 RS 1
	  	[***]	 	 	[***]	 	[***]
	 RS 2
	  	[***]	 	 	[***]	 	[***]
	 RS 3
	  	[***]	 	 	[***]	 	[***]
	 RS 4
	  	[***]	 	 	[***]	 	[***]
	 RS 5
	  	[***]	 	 	[***]	 	[***]
	 RS 6
	  	[***]	 	 	[***]	 	[***]
		  	Total Restart=	 	$	23,986,000	 	

 Payment is due 30 days after receipt of invoice. 

Please provide your written concurrence below. Should you have questions on this matter, please contact [***] on [***] or [***] on [***] (fax: [***]).

  

							
	Very truly yours,	  		  	CONCUR	  	  

		  		  		  	TerreStar Networks Inc.
		  		  		  	Jeffrey W. Epstein
		  		  		  	President
		  		  		  	October 2, 2009

 S.M. Smith 

Cc: [***] 










 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 [***]. 
  


 EXHIBIT E – TerreStar Satellite Program – TerreStar 2 

Payment Plan and Termination Liability Amounts 

(not including Orbital Performance Incentive Payments) 

January 12, 2010        (US$) 

[***] 
  

									
	 Payment Number
	 	 TerreStar 2 Time

Payment Due Dates
	 	 Payments
	 	 Cumulative Payment Amount
& Termination
Liability
Amount **
	 	 Time Payments /
Program
Milestones

	 T2-1
	 		 	[***]	 	[***]	 	[***]
	 T2-2
	 		 	[***]	 	[***]	 	[***]
	 T2-3
	 		 	[***]	 	[***]	 	[***]
	 T2-4
	 		 	[***]	 	[***]	 	[***]
	 T2-5
	 		 	[***]	 	[***]	 	[***]
	 T2-5a
	 		 	[***]	 	[***]	 	[***]
	 T2-6
	 		 	[***]	 	[***]	 	[***]
	 T2-7
	 		 	[***]	 	[***]	 	[***]
	 T2-8
	 		 	[***]	 	[***]	 	[***]
	 T2-8a
	 		 	[***]	 	[***]	 	[***]
	 T2-9
	 		 	[***]	 	[***]	 	[***]
	 T2-10
	 		 	[***]	 	[***]	 	[***]
	 T2-10a
	 		 	[***]	 	[***]	 	[***]
	 T2-11
	 		 	[***]	 	[***]	 	[***]
	 T2-11a
	 		 	[***]	 	[***]	 	[***]
	 T2-12
	 		 	[***]	 	[***]	 	[***]
	 T2-13
	 		 	[***]	 	[***]	 	[***]
	 T2-13a
	 		 	[***]	 	[***]	 	[***]
	 T2-14
	 		 	[***]	 	[***]	 	[***]
	 T2-15
	 		 	[***]	 	[***]	 	[***]
	 T2-15a
	 		 	[***]	 	[***]	 	[***]
	 T2-15b
	 		 	[***]	 	[***]	 	[***]
	 T2-15c
	 		 	[***]	 	[***]	 	[***]
	 T2-15d
	 		 	[***]	 	[***]	 	[***]
	 T2-16
	 	[***]	 	[***]	 	[***]	 	[***]
	 T2-17
	 	[***]	 	[***]	 	[***]	 	[***]
	 T2-18
	 	[***]	 	[***]	 	[***]	 	[***]
	 T2-19
	 		 	[***]	 	[***]	 	[***]
	 T2-19a
	 		 	[***]	 	[***]	 	[***]
	 T2-20
	 		 	[***]	 	[***]	 	[***]
	 T2-21
	 		 	[***]	 	[***]	 	[***]
	 T2-22
	 		 	[***]	 	[***]	 	[***]
	 T2-23
	 		 	[***]	 	[***]	 	[***]
	 T2-24
	 	[***]	 	[***]	 	[***]	 	[***]
	 T2-25
	 	[***]	 	[***]	 	[***]	 	[***]
	 T2-26
	 		 	[***]	 	[***]	 	[***]
	 T2-27
	 		 	[***]	 	[***]	 	Launch Satellite
		 		 		 		 	Complete IOT **
	 Total Satellite Amount =
	 	218,717,357	 		 	

  

	**	Orbital Performance Incentive amounts shall be paid in accordance with Article 13. 











 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 [***]. 
  



					
	 TerreStar 2 Program

Contract Change Request/Notice

 

	Contract Number	  	Effectivity	  	Number
	N/A	  	TerreStar-2	  	TS2-CCN-01R
			
	Subject/Title	  		  	Date submitted
	Program Restart	  	February 25, 2010
			
	Document(s) Affected	  		  	
	Terms and Conditions; Exhibit E	  		  	
			
	Paragraph Number	  	Description of Change	  	
	various	  		  	
			
	Description of Changes	  		  	

 Terms and Conditions: 
  

	 	1.	Article 3 – Deliverable Item and Delivery Schedule 


Under the “Delivery Date” column of Item 1 of Article 3.1, replace “March 4, 2009” with “TBD (estimated
October 2011)”. 
  

	 	2.	Article 4 – Price 

 Under
the “TerreStar 2 Amount” column of Item 1 o Article 4, replace “$191,697,000” with “$218,717,357*”, 

Under Item 5 of Article 3.1, add the following footnote: “* This Price does not include the price for the replacement batteries.
The price of the batteries will be determined upon the establishment of the date of the shipment of the spacecraft. 
  

	 	3.	Article 22 – Liquidated Damages for Late Satellite Delivery 


The title and contents of this Article are deleted. 

Exhibit E 
 Delete the
Exhibit E dated “November 16, 2007”, and replace with the attached Exhibit E, dated January 12, 2010. 
  

											
	Justification	  		  		  		  		  	
	
	The changes reflect agreements between TererStar and Space Systems/Loral in SS/L letter (-65), dated 26 August 2009, and SS/L letter (-67), dated 23 September
2009, regarding the Restart of the TerreStar 2 Program (letters attached). However, the estimated delivery date of December 2011 set forth in the 26 August 2009 letter has been revised to “TBD (estimated October 2011” by this CCN.

						
	Contract Impacts	  		  		  		  		  	
					
	 The Contract impacts are set forth above.
	  		  		  		  	
		
	 SS/L Contract Manager
	  	 Customer Approval

	 Name
	  	 Signature
	  	Date	  	 Name
	  	 Signature
	  	Date
						
	
 



  
 S. Smith
	  		  	2/25/10	  	Vincent Loiacono	  		  	2/25/2010


											
						
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