Item 1.01. Entry into a Material Definitive Agreement.
On March 11, 2008 (the "Effective Date"), EchoStar Corporation ("EchoStar")
entered into a transponder service agreement (the "Transponder Agreement") with
Bell ExpressVu Inc., in its capacity as General Partner of Limited Partnership
("Bell ExpressVu"), which provides, among other things, for the provision by
Bell ExpressVu to EchoStar of service on sixteen (16) BSS transponders on the
Nimiq 5 satellite at the 72.7° W.L. orbital location, all in accordance with the
terms and conditions of the Transponder Agreement. The Nimiq 5 satellite is
expected to be launched in the second half of 2009. Bell ExpressVu currently has
the right to receive service on the entire communications capacity of the Nimiq
5 satellite pursuant to an agreement with Telesat Canada. On March 11, 2008,
EchoStar also entered into a transponder service agreement with DISH Network
L.L.C. ("DISH L.L.C."), a wholly-owned subsidiary of DISH Network Corporation
("DISH Network"), pursuant to which DISH L.L.C. will receive service from
EchoStar on all of the BSS transponders covered by the Transponder Agreement
(the "DISH Agreement"). DISH Network guaranteed certain obligations of EchoStar
under the Transponder Agreement. DISH Network was EchoStar's former parent
corporation and is an affiliate of EchoStar by virtue of their common
controlling shareholder, Charles W. Ergen. In addition, certain officers and
directors of DISH Network, including Charles W. Ergen, are also directors and
officers of EchoStar.
Under the terms of the Transponder Agreement, EchoStar will make certain
up-front payments to Bell ExpressVu through the service commencement date on the
Nimiq 5 satellite and thereafter will make certain monthly payments to Bell
ExpressVu for the remainder of the service term. Unless earlier terminated under
the terms and conditions of the Transponder Agreement, the service term will
expire fifteen years following the actual service commencement date of the Nimiq
5 satellite. Upon expiration of this initial term, EchoStar has the option to
continue to receive service on the Nimiq 5 satellite on a month-to-month basis.
Upon a launch failure, in-orbit failure or end-of-life of the Nimiq 5 satellite,
and in certain other circumstances, EchoStar has certain rights to receive
service from Bell ExpressVu on a replacement satellite.
Under the terms of the DISH Agreement, DISH L.L.C. will make certain monthly
payments to EchoStar commencing when the Nimiq 5 satellite is placed into
service (the "In-Service Date") and continuing through the service term. Unless
earlier terminated under the terms and conditions of the DISH Agreement, the
service term will expire ten years following the In-Service Date. Upon
expiration of the initial term, DISH L.L.C. has the option to renew the DISH
Agreement on a year-to-year basis through the end-of-life of the Nimiq 5
satellite. Upon a launch failure, in-orbit failure or end-of-life of the Nimiq 5
satellite, and in certain other circumstances, DISH L.L.C. has certain rights to
receive service from EchoStar on a replacement satellite.