Common use of Termination By PanAmSat For Cause Clause in Contracts

Termination By PanAmSat For Cause. PanAmSat may terminate this Agreement if Customer fails: (a) to make payment of any amount due and such amount remains unpaid within ten (10) business days after receiving from PanAmSat a notice of such nonpayment (but, only if the payment is at least twenty (20) business days past due at the time of termination), or (b) to cease any activity in violation of Section 4.1 or 6.1 upon receiving telephone or facsimile notice from PanAmSat (provided that PanAmSat shall not be entitled to terminate the Agreement under this clause (b) if all of the following requirements are met: (i) Customer is (and remains) in compliance with Section 15.5(a), and the operator on duty mistakenly did not implement PanAmSat's initial notice; (ii) the mistake was rectified as soon as it became apparent to Customer; (iii) appropriate steps are taken to prevent a future recurrence of the mistake and the problem is not [***] Filed separately with the Commission pursuant to a request for confidential treatment. recurring; and (iv) no damage occurred as a result of the mistake or Customer immediately reimburses and indemnifies PanAmSat for all such damage, or (c) to cease any other activity in violation of Customer's material obligations under this Agreement other than any part of Section 1.8 of this Agreement (exclusive of the payment obligations set forth under clauses (iv) and (v) of Section 1.8(d) or Section 3.2(c), the failure of which to meet shall be subject to PanAmSat's termination and related rights under clause (a) of this Section 7.5) within thirty (30) days after receiving from PanAmSat a notice of such violation. In the event of a termination under Section [******] PanAmSat may declare immediately due and payable the [*******] for all of the Service Transponders based on the then predicted life of the Satellites, provided that, if such termination occurs during Phase 2, calculations will be made assuming no retention of PAS-3 or PAS-6 Transponders upon the Service Date of PAS-6B (which will be assumed to occur on its then predicted date), and if termination occurs during Phase 3A, calculations will be made assuming that the termination right specified in [************] if still available would be exercised. Such amount shall then be [************] for [******************************************* *******************] from the date paid to the date otherwise due in the absence of termination. In the event of a termination under Section [****************] Customer shall be responsible for payments of the remaining [*******] for all of the Service Transponders that would be otherwise due and as they would otherwise become due on and after the date of such termination; provided that if Customer fails to make payment of any such amount due and such amount remains unpaid within ten (10) business days after receiving from PanAmSat a notice of such nonpayment (but only if payment is at least twenty (20) business days due at the time of termination), then PanAmSat may declare immediately due and payable the remaining Service Fees [******************************************************* **********************] as provided above. For purposes of this paragraph, [*******] shall be deemed to equal the greater of: [************************** **************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************] The foregoing notwithstanding, with respect to PAS-6, if the termination right under Section [****] has been exercised, Customer's termination [***] Filed separately with the Commission pursuant to a request for confidential treatment. liability under this Section 7.5 shall be limited to the amount calculated as due above through the date that is fifteen (15) years, seven (7) months after the PAS-6 Service Date. In the event of such termination, in addition to all of PanAmSat's other remedies at law or in equity, PanAmSat shall be entitled to [***] the Service Transponders or to [****************] on such Transponders to [**************] PanAmSat [***********] and Customer shall [*****************] to any [****************] with respect to such [***] or any [********] of amounts paid to PanAmSat; provided, as follows: In the event that Customer has paid (and, if applicable, continues timely to pay to) PanAmSat all amounts due hereunder including, without limitation, pursuant to the preceding paragraphs of this Section 7.5 (the "Termination Payment(s)"), PanAmSat shall use all [******************] to [***********] the Service Transponders and in the event PanAmSat subsequently reaches an agreement to provide service to a [***************] a Service Transponder during the period that said Service Transponder would have otherwise been available to Customer hereunder, PanAmSat shall remit to Customer as a [********] of the Termination Payment(s) any [**************] it receives from [******************] with respect to such Service Transponder during such period, up to the Termination Payment(s) paid by Customer for such Service Transponder over and above all Service Fees that were paid or due prior to the date that this Agreement was terminated, less (i) any amounts owed by Customer to PanAmSat under this Agreement; (ii) any [*******************] (including [*****************************************] by PanAmSat in [**************************] such amounts from Customer; (iii) any other [******************************] by PanAmSat as a result of Customer's breach of its obligations hereunder; (iv) any [******************] (including [*****************************************] by PanAmSat in [*************] such Service Transponder to, or [**************] a [******************] with, [****************] and (v) any [******************************] by PanAmSat in [*****************************] and equipment for which PanAmSat is not [**********************] that may be associated with the provision of such service in addition to those agreed to be provided under this Agreement. Nothing herein shall be [********************] PanAmSat to [**************] such [*************************] if the [********] of the party, the party's proposed use of the transponder or [***********] for terms and conditions for service, or other reasonable and appropriate factors, lead PanAmSat [************** ******************] to determine not to enter such a service agreement; nor shall PanAmSat be obligated to [****] the capacity formerly used to provide Service to [***] Filed separately with the Commission pursuant to a request for confidential treatment. Customer [*******] of any other [************] that PanAmSat may also have available. Customer acknowledges that the foregoing rights of PanAmSat: (i) are [***************] under all of the circumstances existing as of this date; (ii) constitute [*********************] for the [*****] of a [**********]; and (iii) do [**************************]

Termination By PanAmSat For Cause. PanAmSat may terminate this Agreement if Customer Buyer fails: (a) to make payment of any amount due and such amount remains unpaid within ten (10) business days after receiving from PanAmSat a notice of such nonpayment (but, but only if the payment is at least twenty (20) business days past due at the time of termination), or (b) to cease any activity in violation of Section 4.1 or 6.1 upon receiving telephone or facsimile notice from PanAmSat (provided that PanAmSat shall not be entitled to terminate the Agreement under this clause (b) if all of the following requirements are met: (i) Customer Buyer is (and remains) in compliance with Section 15.5(a), and the operator on duty mistakenly did not implement PanAmSat's initial notice; (ii) the mistake was rectified as soon as it became apparent to CustomerBuyer; (iii) appropriate steps are taken to prevent a future recurrence of the mistake and the problem is not [***] Filed separately with the Commission pursuant to a request for confidential treatment. recurring; and (iv) no damage occurred as a result of the mistake or Customer Buyer immediately reimburses and indemnifies PanAmSat for all such damage, or (c) to cease any other activity in material violation of CustomerBuyer's material obligations under this Agreement Agreement, other than any part of Section 1.8 of this Agreement (exclusive of the payment obligations set forth under clauses (iv) and (v) of Section 1.8(d) or Section 3.2(c)1.7, the failure of which to meet shall be subject to PanAmSat's termination and related rights under clause (a) of this Section 7.5) within thirty (30) days after receiving from PanAmSat a notice of such violation. In the event of a termination under Section [******] PanAmSat may declare immediately due and payable the [*******] balance of the remaining Installments (principal and interest as if not prepaid) for all of the Service Buyer's Transponders based on the then predicted life of the SatellitesSatellites (and, provided thatin the case of PAS-3 and PAS-6, if the Transponders are still subject to trade-in under Section 1.2 or Section 1.2A, the date of such termination occurs during Phase 2contemplated trade-in, calculations will be made assuming and, in the case of PAS-6 (if no retention of PAS-3 or PAS-6 Transponders upon the Service Date of PAS-6B (which will be assumed longer subject to occur on its then predicted datetrade in), and if termination occurs during Phase 3A, calculations will be made assuming that the termination right specified in [************] if Section 7.9 is still available would be exercised. Such amount shall then be [************] for available, through the [******************************************* *******************] from the date paid to the date otherwise due in the absence of termination. In the event of a termination under Section PAS-6 Delivery Date), [****************] Customer shall be responsible for payments of the remaining [*******] for all of the Service Transponders that would be otherwise due and as they would otherwise become due on and after the date of such termination; provided that if Customer fails to make payment of any such amount due and such amount remains unpaid within ten (10) business days after receiving from PanAmSat a notice of such nonpayment (but only if payment is at least twenty (20) business days due at the time of termination), then PanAmSat may declare immediately due and payable the remaining Service Fees [******************************************************* ****************] from the date paid to the date otherwise due in the absence of termination, and apply any remaining unapplied portion of the Deposit against the termination liability. In the event of a termination under Section [******] Buyer shall be responsible for payments of the remaining Installments that would be otherwise due and as they would otherwise become due on and after the date of such termination; provided that if Buyer fails to make payment of any such amount due and [***] Filed separately with the Commission pursuant to a request for confidential treatment. such amount remains unpaid within ten (10) business days after receiving from PanAmSat a notice of such nonpayment (but only if payment is at least twenty (20) business days due at the time of termination), then PanAmSat may declare immediately due and payable the remaining Installments (principal and interest as if not prepaid), discounted for present value as provided above. For purposes of this paragraphThe foregoing notwithstanding, with respect to PAS-6, if the termination right under Section [*******] has been exercised, Buyer's termination liability under this Section 7.5 shall be deemed limited to equal the greater of: amount of [************************** **************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************] The foregoing notwithstanding, with respect to PAS-6, if through the termination right under Section [****] has been exercised, Customer's termination [***] Filed separately with the Commission pursuant to a request for confidential treatment. liability under this Section 7.5 shall be limited to the amount calculated as due above through the date that is fifteen (15) years, seven (7) months after of the PAS-6 Service Delivery Date. In the event of such termination, in addition to all of PanAmSat's other remedies at law or in equity, PanAmSat shall be entitled to [***] the Service Buyer's Transponders or to [****************] on such Transponders to [**************] PanAmSat [***********] and Customer Buyer shall [*****************] to any [****************] with respect to such [***] or any [********] of amounts paid to PanAmSat; provided, as follows: In the event that Customer Buyer has paid (and, if applicable, continues timely to pay to) PanAmSat all amounts due hereunder including, without limitation, pursuant to the preceding paragraphs of this Section 7.5 (the "Termination Payment(s)"), PanAmSat shall use all [******************] to [***********] the Service Buyer's Transponders and in the event PanAmSat subsequently reaches an agreement to provide service to a [***************] a Service Buyer's Transponder during the period that said Service Transponder would have otherwise been made available to Customer Buyer hereunder, PanAmSat shall remit to Customer as a [*****] to Buyer as a [***] of the Termination Payment(s) any [**************] it receives from [******************] with respect to the use of such Service Buyer's Transponder during such period, up to the Termination Payment(s) amount paid by Customer Buyer for such Service Buyer's Transponder for its use during such period over and above all Service Fees Installments that were paid or due prior to the date that this Agreement was terminated, less (i) any amounts owed by Customer Buyer to PanAmSat under this Agreement; (ii) any [*******************] (including [*****************************************] by PanAmSat in [**************************] such amounts from CustomerBuyer; (iii) any other [******************************] by PanAmSat as a result of CustomerBuyer's breach of its obligations hereunder; (iv) any [******************] (including [*********] by PanAmSat in [***] such Buyer's Transponder to, or [************] with, [***********] and (v) any [*********] by PanAmSat in [*************] such Service Transponder to, or [**************] a [******************] with, [****************] and (v) any [******************************] by PanAmSat in [*****************************] and equipment for which PanAmSat is not [**********************] that may be associated with the provision of such service in addition to those agreed to be provided under this Agreement. Nothing herein shall be [********************] PanAmSat to [**************] such [*************************] if the [********] of the party, the party's proposed use of the transponder or [***********] for terms and conditions for service, or other reasonable and appropriate factors, lead PanAmSat [************** ******************] to determine not to enter such a service agreement; nor shall PanAmSat be obligated to [****] the capacity formerly used to provide Service to [***] Filed separately with the Commission pursuant to a request for confidential treatment. Customer [*******] of any other [************] that PanAmSat may also have available. Customer acknowledges that the foregoing rights of PanAmSat: (i) are [***************] under all of the circumstances existing as of this date; (ii) constitute [*********************] for the [*****] of a [**********]; and (iii) do [**************************].

Termination By PanAmSat For Cause. PanAmSat may terminate this Agreement if Customer fails: (a) to make payment of any amount due and such amount remains unpaid within ten (10) business days after receiving from PanAmSat a notice of such nonpayment (but, but only if the payment is at least twenty (20) business days past due at the time of termination), or (b) to cease any activity in violation of Section 4.1 or 6.1 upon receiving telephone or facsimile notice from PanAmSat (provided that PanAmSat shall not be entitled to terminate the Agreement under this clause (b) if all of the following requirements are met: (i) Customer is (and remains) in compliance with Section 15.5(a), and the operator on duty mistakenly did not implement PanAmSat's initial notice; (ii) the mistake was rectified as soon as it became apparent to Customer; (iii) appropriate steps are taken to prevent a future recurrence of the mistake and the problem is not [***] Filed separately with the Commission pursuant to a request for confidential treatment. recurring; and (iv) no damage occurred as a result of the mistake or Customer immediately reimburses and indemnifies PanAmSat for all such damage, or (c) to cease any other activity in violation of Customer's material obligations under this [***] Filed separately with the Commission pursuant to a request for confidential treatment. Agreement other than any part of Section 1.8 of this Agreement (exclusive of the payment obligations set forth under clauses (iv) and (v) of Section 1.8(d) or Section 3.2(c), the failure of which to meet shall be subject to PanAmSat's termination and related rights under clause (a) of this Section 7.5) within thirty (30) days after receiving from PanAmSat a notice of such violation. In the event of a termination under Section [*******] PanAmSat may declare immediately due and payable the [*******] for all of the Service Transponders based on the then predicted life of the Satellites, provided thatSatellite (or, if such termination occurs during Phase 2, calculations will be made assuming no retention of PAS-3 or PAS-6 Transponders upon the Service Date of PAS-6B (which will be assumed to occur on its then predicted date), and if termination occurs during Phase 3A, calculations will be made assuming that the termination right specified in [************] if still available would be is exercised. Such amount shall then be , through the date that is [***************************************] after the Service Date) [*********] for [******************************************* *******************] from the date paid to the date otherwise due in the absence of termination, and apply any remaining unapplied portion of the Deposit against the termination liability. In the event of a termination under Section [****************] Customer shall be responsible for payments of the remaining [*******] for all of the Service Transponders that would be otherwise due and as they would otherwise become due on and after the date of such termination; provided that if Customer fails to make payment of any such amount due and such amount remains unpaid within ten (10) business days after receiving from PanAmSat a notice of such nonpayment (but only if payment is at least twenty (20) business days due at the time of termination), then PanAmSat may declare immediately due and payable the remaining Service Fees [******************************************************* **********************] as provided above, and apply any remaining unapplied portion of the Deposit against the termination liability. For purposes of this paragraph, [*******] shall be deemed to equal the greater of: [************************** **************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************] The foregoing notwithstanding, with respect to PAS-6, if the termination right under Section [****] has been exercised, Customer's termination [***] Filed separately with the Commission pursuant to a request for confidential treatment. liability under this Section 7.5 shall be limited to the amount calculated as due above through the date that is fifteen (15) years, seven (7) months after the PAS-6 Service Date. In the event of such termination, in addition to all of PanAmSat's other remedies at law or in equity, PanAmSat shall be entitled to [***] the Service [***] Filed separately with the Commission pursuant to a request for confidential treatment. Transponders or to [***********************] on such Transponders to [**************] PanAmSat [***********] and Customer shall [*****************] to any [****************] with respect to such [***] or any [********] of amounts paid to PanAmSat; provided, as follows: In the event that Customer has paid (and, if applicable, continues timely to pay to) PanAmSat all amounts due hereunder including, without limitation, pursuant to the preceding paragraphs of this Section 7.5 (the "Termination Payment(s)"), PanAmSat shall use all [********** ***********] to [***********] the Service Transponders and in the event PanAmSat subsequently reaches an agreement to provide service to a [*****************] a Service Transponder during the period that Service from said Service Transponder would have otherwise been available to Customer hereunder, PanAmSat shall remit to Customer as a [********] of the Termination Payment(s) any [**************] it receives from [*********************] with respect to such Service Transponder during such period, up to the Termination Payment(s) paid by Customer for such Service Transponder over and above all Service Fees that were paid or due prior to the date that this Agreement was terminated, less (i) any amounts owed by Customer to PanAmSat under this Agreement; (ii) any [**********************] (including [*****************************************] by PanAmSat in [**************************] such amounts from Customer; (iii) any other [******************************] by PanAmSat as a result of Customer's breach of its obligations hereunder; (iv) any [*********************] (including [******************************************] by PanAmSat in [*************] such Service Transponder to, or [**************] a [********************] with, [****************] and (v) any [******************************] by PanAmSat in [*****************************] and equipment for which PanAmSat is not [************************] that may be associated with the provision of such service in addition to those agreed to be provided under this Agreement. Nothing herein shall be [********************] PanAmSat to [**************] such [************ ********************] if the [********] of the party, the party's proposed use of the transponder or [***********] for terms and conditions for service, or other reasonable and appropriate factors, lead PanAmSat [************** ******************] to determine not to enter such a service agreement; nor shall PanAmSat be obligated to [****] the capacity formerly used to provide Service to [***] Filed separately with the Commission pursuant to a request for confidential treatment. Customer [*******] of any other [************] that PanAmSat may also have available. Customer acknowledges that the foregoing rights of PanAmSat: (i) are [***************] under all of the circumstances existing as of this date; (ii) constitute [**********************] for the [*****] of a [**********]; ] and (iii) do [************************] [**]*] Filed separately with the Commission pursuant to a request for confidential treatment.

Termination By PanAmSat For Cause. PanAmSat may terminate this Agreement if Customer failsAgreement, declare immediately due and payable the Lease Fee for each month that would have remained in the Lease Term pursuant to Article 2 (based upon the then anticipated fuel life of the Satellite) on and after the date of such termination, and apply the Deposit held under Section 3.1, against the termination liability, if: (a) Customer fails to make payment of any amount due and such amount remains unpaid within ten (10) business [ ]* days after receiving from PanAmSat a notice of such nonpayment (but, only if the payment is at least twenty (20) business days past due at the time of termination)nonpayment, or (b) Customer fails to cease any activity in violation of Section 4.1 Sections 4.1, 6.1 or 6.1 7.6 upon receiving telephone or facsimile notice from PanAmSat in accordance with Section 14.5(a) (provided that PanAmSat shall not be entitled to terminate the this Agreement under this clause (b) if all of the following requirements are met: (i) Customer is (and remains) in compliance with Section 15.5(a14.5(a), and the operator on duty mistakenly did not implement PanAmSat's initial notice; (ii) the mistake was rectified as soon as it became apparent to Customerapparent; (iii) appropriate steps are taken to prevent a future recurrence of the mistake and the problem is not [***] Filed separately with the Commission pursuant to a request for confidential treatment. recurring; and (iv) no damage occurred as a result of the mistake or Customer immediately reimburses and indemnifies PanAmSat for all such damagemistake), or (c) Customer fails to cease any other activity in violation of Customer's material obligations under this Agreement other than any part of Section 1.8 of this Agreement (exclusive of the payment obligations set forth under clauses (iv) and (v) of Section 1.8(d) or Section 3.2(c), the failure of which to meet shall be subject to PanAmSat's termination and related rights under clause (a) of this Section 7.5) within thirty (30) days after receiving from PanAmSat a notice of such violation. In the event of a termination under Section [******] PanAmSat may declare immediately due and payable the [*******] for all of the Service Transponders based on the then predicted life of the Satellites, provided that, if such termination occurs during Phase 2, calculations will be made assuming no retention of PAS-3 or PAS-6 Transponders upon the Service Date of PAS-6B (which will be assumed to occur on its then predicted date), and if termination occurs during Phase 3A, calculations will be made assuming that the termination right specified in [************] if still available would be exercised. Such amount shall then be [************] for [******************************************* *******************] from the date paid to the date otherwise due in the absence of termination. In the event of a termination under Section [****************] Customer shall be responsible for payments of the remaining [*******] for all of the Service Transponders that would be otherwise due and as they would otherwise become due on and after the date of such termination; provided that if Customer fails to make payment of any such amount due and such amount remains unpaid within ten (10) business days after receiving from PanAmSat a notice of such nonpayment (but only if payment is at least twenty (20) business days due at the time of termination), then PanAmSat may declare immediately due and payable the remaining Service Fees [******************************************************* **********************] as provided above. For purposes of this paragraph, [*******] shall be deemed to equal the greater of: [************************** **************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************] The foregoing notwithstanding, with respect to PAS-6, if the termination right under Section [****] has been exercised, Customer's termination [***] Filed separately with the Commission pursuant to a request for confidential treatment. liability under this Section 7.5 shall be limited to the amount calculated as due above through the date that is fifteen (15) years, seven (7) months after the PAS-6 Service Date. In the event of such termination, in addition to all of PanAmSat's other remedies at law or in equity, PanAmSat shall be entitled to [***] use the Service Transponders or to [****************] on such Transponders to [**************] Customer's Transponder Capacity for whatever purpose PanAmSat [***********] sees fit, and Customer shall [*****************] not be entitled to any [****************] equitable relief with respect to such [***] use or any [********] refund of amounts paid to PanAmSat; provided, as follows: In the event that Customer has paid (and, if applicable, continues timely to pay to) PanAmSat all amounts due hereunder including, without limitation, pursuant to the preceding paragraphs of this Section 7.5 (the "Termination Payment(s)"), PanAmSat shall use all [******************] to [***********] the Service Transponders and in the event PanAmSat subsequently reaches an agreement to provide service to a [***************] a Service Transponder during the period that said Service Transponder would have otherwise been available to Customer hereunder, PanAmSat shall remit to Customer as a [********] of the Termination Payment(s) any [**************] it receives from [******************] with respect to such Service Transponder during such period, up to the Termination Payment(s) paid by Customer for such Service Transponder over and above all Service Fees that were paid or due prior to the date that this Agreement was terminated, less (i) any amounts owed by Customer to PanAmSat under this Agreement; (ii) any [*******************] (including [*****************************************] by PanAmSat in [**************************] such amounts from Customer; (iii) any other [******************************] by PanAmSat as a result of Customer's breach of its obligations hereunder; (iv) any [******************] (including [*****************************************] by PanAmSat in [*************] such Service Transponder to, or [**************] a [******************] with, [****************] and (v) any [******************************] by PanAmSat in [*****************************] and equipment for which PanAmSat is not [**********************] that may be associated with the provision of such service in addition to those agreed to be provided under this Agreement. Nothing herein shall be [********************] PanAmSat to [**************] such [*************************] if the [********] of the party, the party's proposed use of the transponder or [***********] for terms and conditions for service, or other reasonable and appropriate factors, lead PanAmSat [************** ******************] to determine not to enter such a service agreement; nor shall PanAmSat be obligated to [****] the capacity formerly used to provide Service to [***] Filed separately with the Commission pursuant to a request for confidential treatment. Customer [*******] of any other [************] that PanAmSat may also have available. Customer acknowledges that the foregoing rights of PanAmSat: (i) are [***************] reasonable under all of the circumstances existing as of this date; (ii) constitute [*********************] liquidated damages for the [*****] loss of a [**********]bargain; and (iii) do [**************************]not constitute a penalty.

Termination By PanAmSat For Cause. PanAmSat may terminate this Agreement if Customer fails: (a) to make payment of any amount due and such amount remains unpaid within ten (10) business days after receiving from PanAmSat a notice of such nonpayment (but, but only if the payment is at least twenty (20) business days past due at the time of termination), or (b) to cease any activity in violation of Section 4.1 or 6.1 upon receiving telephone or facsimile notice from PanAmSat (provided that PanAmSat shall not be entitled to terminate the Agreement under this clause (b) if all of the following requirements are met: (i) Customer is (and remains) in compliance with Section 15.5(a), and the operator on duty mistakenly did not implement PanAmSat's initial notice; (ii) the mistake was rectified as soon as it became apparent to Customer; (iii) appropriate steps are taken to prevent a future recurrence of the mistake and the problem is not [***] Filed separately with the Commission pursuant to a request for confidential treatment. recurring; and (iv) no damage occurred as a result of the mistake or Customer immediately reimburses and indemnifies PanAmSat for all such damage, or (c) to cease any other activity in violation of Customer's material obligations under this [***] Filed separately with the Commission pursuant to a request for confidential treatment. Agreement other than any part of Section 1.8 of this Agreement (exclusive of the payment obligations set forth under clauses (iv) and (v) of Section 1.8(d) or Section 3.2(c), the failure of which to meet shall be subject to PanAmSat's termination and related rights under clause (a) of this Section 7.5) within thirty (30) days after receiving from PanAmSat a notice of such violation. In the event of a termination under Section [*******] PanAmSat may declare immediately due and payable the [*******] for all of the Service Transponders based on the then predicted life of the Satellites, provided thatSatellite (or, if such termination occurs during Phase 2, calculations will be made assuming no retention of PAS-3 or PAS-6 Transponders upon the Service Date of PAS-6B (which will be assumed to occur on its then predicted date), and if termination occurs during Phase 3A, calculations will be made assuming that the termination right specified in [************] if still available would be is exercised. Such amount shall then be , through the date that is [***************************************] after the Service Date) [*********] for [******************************************* *******************] from the date paid to the date otherwise due in the absence of termination, and apply any remaining unapplied portion of the Deposit against the termination liability. In the event of a termination under Section [****************] Customer shall be responsible for payments of the remaining [*******] for all of the Service Transponders that would be otherwise due and as they would otherwise become due on and after the date of such termination; provided that if Customer fails to make payment of any such amount due and such amount remains unpaid within ten (10) business days after receiving from PanAmSat a notice of such nonpayment (but only if payment is at least twenty (20) business days due at the time of termination), then PanAmSat may declare immediately due and payable the remaining Service Fees [******************************************************* **********************] as provided above, and apply any remaining unapplied portion of the Deposit against the termination liability. For purposes of this paragraph, [*******] shall be deemed to equal the greater of: [************************** **************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************] The foregoing notwithstanding, with respect to PAS-6, if the termination right under Section [****] has been exercised, Customer's termination [***] Filed separately with the Commission pursuant to a request for confidential treatment. liability under this Section 7.5 shall be limited to the amount calculated as due above through the date that is fifteen (15) years, seven (7) months after the PAS-6 Service Date. In the event of such termination, in addition to all of PanAmSat's other remedies at law or in equity, PanAmSat shall be entitled to [***] the Service [***] Filed separately with the Commission pursuant to a request for confidential treatment. 37 Transponders or to [***********************] on such Transponders to [**************] PanAmSat [***********] and Customer shall [*****************] to any [****************] with respect to such [***] or any [********] of amounts paid to PanAmSat; provided, as follows: In the event that Customer has paid (and, if applicable, continues timely to pay to) PanAmSat all amounts due hereunder including, without limitation, pursuant to the preceding paragraphs of this Section 7.5 (the "Termination Payment(s)"), PanAmSat shall use all [********** ***********] to [***********] the Service Transponders and in the event PanAmSat subsequently reaches an agreement to provide service to a [*****************] a Service Transponder during the period that Service from said Service Transponder would have otherwise been available to Customer hereunder, PanAmSat shall remit to Customer as a [********] of the Termination Payment(s) any [**************] it receives from [*********************] with respect to such Service Transponder during such period, up to the Termination Payment(s) paid by Customer for such Service Transponder over and above all Service Fees that were paid or due prior to the date that this Agreement was terminated, less (i) any amounts owed by Customer to PanAmSat under this Agreement; (ii) any [**********************] (including [*****************************************] by PanAmSat in [**************************] such amounts from Customer; (iii) any other [******************************] by PanAmSat as a result of Customer's breach of its obligations hereunder; (iv) any [*********************] (including [******************************************] by PanAmSat in [*************] such Service Transponder to, or [**************] a [********************] with, [****************] and (v) any [******************************] by PanAmSat in [*****************************] and equipment for which PanAmSat is not [************************] that may be associated with the provision of such service in addition to those agreed to be provided under this Agreement. Nothing herein shall be [********************] PanAmSat to [**************] such [************ ********************] if the [********] of the party, the party's proposed use of the transponder or [***********] for terms and conditions for service, or other reasonable and appropriate factors, lead PanAmSat [************** ******************] to determine not to enter such a service agreement; nor shall PanAmSat be obligated to [****] the capacity formerly used to provide Service to [***] Filed separately with the Commission pursuant to a request for confidential treatment. Customer [*******] of any other [************] that PanAmSat may also have available. Customer acknowledges that the foregoing rights of PanAmSat: (i) are [***************] under all of the circumstances existing as of this date; (ii) constitute [**********************] for the [*****] of a [**********]; ] and (iii) do [************************] [**]*] Filed separately with the Commission pursuant to a request for confidential treatment.

Termination By PanAmSat For Cause. PanAmSat may terminate this Agreement if Customer fails: (a) to make payment of any amount due and such amount remains unpaid within ten (10) business days after receiving from PanAmSat a notice of such nonpayment (but, except for the Deposit, only if the payment is at least twenty (20) business days past due at the time of termination), or (b) to cease any activity in violation of Section 4.1 or 6.1 upon receiving telephone or facsimile notice from PanAmSat (provided that PanAmSat shall not be entitled to terminate the Agreement under this clause (b) if all of the following requirements are met: (i) Customer is (and remains) in compliance with Section 15.5(a), and the operator on duty mistakenly did not implement PanAmSat's initial notice; (ii) the mistake was rectified as soon as it became apparent to Customer; (iii) appropriate steps are taken to prevent a future recurrence of the mistake and the problem is not [***] Filed separately with the Commission pursuant to a request for confidential treatment. recurring; and (iv) no damage occurred as a result of the mistake or Customer immediately reimburses and indemnifies PanAmSat for all such damage, or (c) to cease any other activity The information below, marked with [*], is being filed pursuant to a request for confidential treatment. in violation of Customer's material obligations under this Agreement other than any part of Section 1.8 of this Agreement (exclusive of the payment obligations set forth under clauses (iv) and (v) of Section 1.8(d) or Section 3.2(c), the failure of which to meet shall be subject to PanAmSat's termination and related rights under clause (a) of this Section 7.5) within thirty (30) days after receiving from PanAmSat a notice of such violation. In the event of a termination under Section [******] 7.5(a), other than for failure to pay the Deposit, PanAmSat may declare immediately due and payable the [*******] remaining Service Fee payments for all of the Service Transponders based on the then predicted life of the SatellitesSatellite, provided that, if such termination occurs during Phase 2, calculations will be made assuming no retention discounted for present value at a rate of PAS-3 or PAS-6 Transponders upon the Service Date of PAS-6B (which will be assumed to occur on its then predicted date), and if termination occurs during Phase 3A, calculations will be made assuming that the termination right specified in [************] if still available would be exercised. Such amount shall then be [************] for [******************************************* *******************] per annum from the date paid to the date otherwise due in the absence of termination, and apply any remaining unapplied portion of the Deposit against the termination liability. In the event of a termination under Section [****************] 7.5(b) or (c), Customer shall be responsible for payments of the remaining [*******] for all of the Service Transponders Fee payments that would be otherwise due and as they would otherwise become due on and after the date of such termination; provided that if Customer fails to make payment of any such amount due and such amount remains unpaid within ten (10) business days after receiving from PanAmSat a notice of such nonpayment (but only if payment is at least twenty (20) business days due at the time of termination), then PanAmSat may declare immediately due and payable the remaining Service Fees [******************************************************* **********************] Fee payments, discounted for present value as provided above. For purposes , and apply any remaining unapplied portion of this paragraph, [*******] shall be deemed to equal the greater of: [************************** **************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************] The foregoing notwithstanding, with respect to PAS-6, if Deposit against the termination right under Section [****] has been exercised, Customer's termination [***] Filed separately with the Commission pursuant to a request for confidential treatment. liability under this Section 7.5 shall be limited to the amount calculated as due above through the date that is fifteen (15) years, seven (7) months after the PAS-6 Service Dateliability. In the event of such termination, in addition to all of PanAmSat's other remedies at law or in equity, PanAmSat shall be entitled to [***] use the Service Transponders or to [****************] provide service on such Transponders to [**************] whomever PanAmSat [***********] sees fit, and Customer shall [*****************] not be entitled to any [****************] equitable relief with respect to such [***] use or any [********] refund of amounts paid to PanAmSat; provided, as follows: In the event that Customer has paid (and, if applicable, continues timely to pay to) PanAmSat all amounts due hereunder including, without limitation, pursuant to the preceding paragraphs of this Section 7.5 (the "Termination Payment(s)"), PanAmSat shall use all [******************] reasonable efforts to [***********] re-market service from the Service Transponders and in the event PanAmSat subsequently reaches an agreement to provide service to a [***************] third party via a Service Transponder during the period that said Service Transponder otherwise would have otherwise been available provided to Customer hereundervia such Service Transponder, PanAmSat shall remit to Customer as a [********] refund of the Termination Payment(s) any [**************] service fees it receives from [******************] such third party with respect to such Service Transponder during Transponder, applicable to such period, up to the Termination Payment(s) amount paid by Customer for such Service Transponder over and above all Service Fees that were paid or due prior to Transponders for the date that this Agreement was terminatedperiod for which Customer did not receive Service, less (i) any amounts owed by Customer to PanAmSat under this Agreement; (ii) any [*******************] reasonable costs (including [*****************************************] reasonable attorneys' fees) incurred by PanAmSat in [**************************] attempting to collect such amounts from Customer; (iii) any other [******************************] direct damages incurred by PanAmSat as a result of Customer's breach of its obligations hereunder; (iv) any [******************] reasonable costs (including [*****************************************] reasonable attorneys' fees) incurred by PanAmSat in [*************] marketing such Service Transponder to, or [**************] negotiating a [******************] service agreement with, [****************] third parties; and (v) any [******************************] costs reasonably incurred by PanAmSat in [*****************************] providing related services and equipment for which PanAmSat is not [**********************] separately reimbursed that may be associated with the provision of such service in addition to those agreed to be provided under this Agreement. Nothing herein shall be [********************] deemed to require PanAmSat to [**************] enter into such [*************************] a service agreement, if the [********] nature of the party, the party's proposed use of the transponder service or [***********] demand for terms and conditions for service, or other reasonable and appropriate factors, lead PanAmSat [************** ******************] reasonably and in good faith to determine not to enter such a service agreement; nor shall PanAmSat be obligated to [****] use the capacity formerly used to provide Service to [***] Filed separately with the Commission pursuant to a request for confidential treatment. Customer [*******] ahead of any other [************] capacity that PanAmSat may also have available. Customer acknowledges that the foregoing rights of PanAmSat: (i) are [***************] reasonable under all of the circumstances existing as of this date; (ii) constitute [*********************] liquidated damages for the [*****] loss of a [**********]bargain; and (iii) do [**************************]not constitute a penalty.

Termination By PanAmSat For Cause. PanAmSat may terminate this Agreement if Customer fails: (a) to make payment of any amount due and such amount remains unpaid within ten (10) business days after receiving from PanAmSat a notice of such nonpayment (but, but only if the payment is at least twenty (20) business days past due at the time of termination), or (b) to cease any activity in violation of Section 4.1 or 6.1 upon receiving telephone or facsimile notice from PanAmSat (provided that PanAmSat shall not be entitled to terminate the Agreement under this clause (b) if all of the following requirements are met: (i) Customer is (and remains) in compliance with Section 15.5(a), and the operator on duty mistakenly did not implement PanAmSat's initial notice; (ii) the mistake was rectified as soon as it became apparent to Customer; (iii) appropriate steps are taken to prevent a future recurrence of the mistake and the problem is not [***] Filed separately with the Commission pursuant to a request for confidential treatment. recurring; and (iv) no damage occurred as a result of the mistake or Customer immediately reimburses and indemnifies PanAmSat for all such damage, or (c) to cease any other activity in violation of Customer's material obligations under this Agreement other than any part of Section 1.8 of this Agreement (exclusive of the payment obligations set forth under clauses (iv) and (v) of Section 1.8(d) or Section 3.2(c), the failure of which to meet shall be subject to PanAmSat's termination and related rights under clause (a) of this Section 7.5) within thirty (30) days after receiving from PanAmSat a notice of such violation. In the event of a termination under Section [******] [ * * * * ], PanAmSat may declare immediately due and payable the remaining Monthly Service Fees for each month that would [*******] Filed separately with the Commission pursuant to a request for all of confidential treatment. have remained in the Service Transponders based on Term under Section 2.1 above or for the then then-predicted life of the Satellites, provided thatSatellite, if such termination occurs during Phase 2less, calculations will be made assuming no retention of PAS-3 or PAS-6 Transponders upon the Service Date of PAS-6B (which will be assumed to occur on its then predicted date), and if termination occurs during Phase 3A, calculations will be made assuming that the termination right specified in [************] if still available would be exercised. Such amount shall then be [***********[ * * * * * * * *] for [******************************************[ * ******************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ] from the date paid to the date otherwise due in the absence of termination. In the event of a termination under Section [****************[ * * * * * * * * * * * * ] Customer shall be responsible for payments of the remaining [******[ * * * * * * * * * * * *] for all of the Service Transponders that would be otherwise due and as they would otherwise become due on and after the date of such termination; provided that if Customer fails to make payment of any such amount due and such amount remains unpaid within ten (10) business days after receiving from PanAmSat a notice of such nonpayment (but only if payment is at least twenty (20) business days due at the time of termination), then PanAmSat may declare immediately due and payable the remaining Service Fees [******************************************************[ * *********************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ] as provided above. For purposes of this paragraph, [*******] shall be deemed to equal the greater of: [************************** **************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************** ******************************************************************************] The foregoing notwithstanding, with respect to PAS-6, if the termination right under Section [****] has been exercised, Customer's termination [***] Filed separately with the Commission pursuant to a request for confidential treatment. liability under this Section 7.5 shall be limited to the amount calculated as due above through the date that is fifteen (15) years, seven (7) months after the PAS-6 Service Date. In the event of such termination, in addition to all of PanAmSat's other remedies at law or in equity, PanAmSat shall be entitled to [***[ * * ] the Service Transponders or to [***************[ * * * * * * * * * * * *] on such Transponders to [*************[ * * * * * * * * * *] PanAmSat [[ * * * * * * * ***********] ], and Customer shall [*****************[ * * * * * * * * * * * ] to any [****************[ * * * * * * * * * * * ] with respect to such [***[ * * ] or any [*******[ * * * * * *] of amounts paid to PanAmSat; provided, as follows: In the event that Customer has paid (and, if applicable, continues timely to pay to) PanAmSat all amounts due hereunder including, without limitation, pursuant to the preceding paragraphs of this Section 7.5 (the "Termination Payment(s)"), PanAmSat shall use all [******************[ * * * * * * * * * * ] to [***********[ * * * * * * * * ] the Service Transponders and in the event PanAmSat subsequently reaches an agreement to provide service to a [**************[ * * * * * * * * * * * * * * * *] a Service Transponder during the period that Service from said Service Transponder would have otherwise been available to Customer hereunder, PanAmSat shall remit to Customer as a [*******[ * * * * * *] of the Termination Payment(s) any [*************[ * * * * * * * * * *] it receives from [*****************[ * * * * * * * * * * * * *] with respect to such Service Transponder during such period, up to the Termination Payment(s) paid by Customer for such Service Transponder over and above all Service Fees that were paid or due prior to the date that this Agreement was terminated, less (i) any amounts owed by Customer to PanAmSat under this Agreement; (ii) any [******************[ * * * * * * * * * * * * * * * *] (including [*****************************************] [ * * * * * * * * * * * * * * * * * * * ]) incurred by PanAmSat in [*************************[ * * * * * * * * * * * * * * * * *] such amounts from Customer; (iii) any other [******************************[ * * * * * * * * * * * * * * * * * * ] by PanAmSat as a result of Customer's breach of its obligations hereunder; (iv) any [*****************[ * * * * * * * * * * * * * * * *] (including [*****************************************] [ * * * * * * * * * * * * * * * * * * * * ]) incurred by PanAmSat in [*************[ * * * * * * * * ] such Service Transponder to, or [**************[ * * * * * * * ] a [******************[ * * * * * * * * * * * * * ] with, [[ * * * * * * * * * ****************] ]; and (v) any [ * * * * * * * * * * * * * * * * * * ] by PanAmSat in [ * * * * * * * * [******************************] by PanAmSat in [*****************************Filed separately with the Commission pursuant to a request for confidential treatment. -27- * * * * * * * * * * ] and equipment for which PanAmSat is not [**********************[ * * * * * * * * * * * * * * * * * ] that may be associated with the provision of such service in addition to those agreed to be provided under this Agreement. Nothing herein shall be [********************[ * * * * * * * * * * * * * * * * * * ] PanAmSat to [**************[ * * * * * * ] such [*************************] [ * * * * * * * * * * * * * * ], if the [*******[ * * * * * *] of the party, the party's proposed use of the transponder or [***********[ * * * * * * ] for terms and conditions for service, or other reasonable and appropriate factors, lead PanAmSat [*************[ * ******************* * * * * * * * * * * * * * * * * * * ] to determine not to enter such a service agreement; nor shall PanAmSat be obligated to [****[ * * ] the capacity formerly used to provide Service to [***] Filed separately with the Commission pursuant to a request for confidential treatment. Customer [*******[ * * * * ] of any other [***********[ * * * * * * *] that PanAmSat may also have available. Customer acknowledges that the foregoing rights of PanAmSat: (i) are [**************[ * * * * * * *] under all of the circumstances existing as of this date; (ii) constitute [********************[ * * * * * * * * * * * * * * *] for the [*****[ * * * ] of a [**********[ * * * * * * * ]; and (iii) do [*************************[ * * * * * * * * * * * * * * * * *].