SATELLITE MINUTES AGREEMENT
THIS SATELLITE MINUTES AGREEMENT (the “ Agreement ”) is entered into as of May 6, 2010 (“ Effective Date ”),
between TerreStar Networks Inc., a Delaware corporation (“ TerreStar ”), SkyTerra Communications, Inc., a Delaware
corporation (“ SkyTerra Communications ”) and SkyTerra, LP, a Delaware limited partnership (“ SkyTerra LP ” and together with
SkyTerra Communications, “ SkyTerra ”).
TerreStar has an in-orbit satellite known as TerreStar-1 (together with any Replacement Satellite System or back-up
satellite, the “ Satellite ”) from which TerreStar provides mobile satellite services and capacity;
Each of SkyTerra Communications and SkyTerra LP desire to purchase from TerreStar, and TerreStar desires to sell and
provide to each of SkyTerra Communications and SkyTerra LP, the Satellite Minutes and the accompanying the right to certain
Satellite Capacity in order to use the Satellite Minutes;
THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions . For purposes of this Agreement:
(a) “ ATC ” means ancillary terrestrial component as that term is defined and used by the FCC.
(b) “ Business Day ” means a day, other than a Saturday or Sunday, on which the principal commercial banks located in
the State of New York are open for business during normal banking hours.
(c) “ Capacity Failure ” means the failure of TerreStar to make available to SkyTerra the Minimum Available Satellite
Capacity (and, if applicable all services required for use of the ATC network) for use of the Satellite Minutes in accordance with
the terms and conditions of this Agreement and the SLA for more than [***], in either case excluding planned outages for
scheduled maintenance as set forth in the SLA.
(d) “ Demarcation Point ” means TerreStar’s point-of-presence where the Satellite network interconnects with th