Ciel — Licence 9

Our file: 46215-1 (156296 RH)

June 27, 2008

Mr. David Lewis
President & Chief Executive Officer
Ciel Satellite Limited Partnership
240 Terence Matthews Crescent
Kanata, Ontario K4M 2C4

Dear Mr. Lewis:

This is further to Industry Canada's letter of June 15, 2007 advising youthat Ciel was selected to develop and operate several satellites pursuant toIndustry Canada's 2006 Call for Applications to License Satellite OrbitalPositions.

I am pleased to provide Ciel with the Department's approval in principle todevelop and operate a 17 GHz broadcasting service satellite as indicated in thetable below.

This approval is subject to Ciel demonstrating compliance with Canadianownership and control requirements. This approval is also subject to the attachedconditions.

Please note that the onus is on Ciel to demonstrate to the Department at itsown expense, prior to the issuance of radio authorizations and commencement ofservice, their compliance with the applicable regulatory requirements, conditionsand milestones applicable to the licence. Failure to meet any of the applicableregulatory requirements or any of the established implementation milestones mayresult in the withdrawal of an approval in principle for the related licence.

In keeping with our commitment to open, fair and transparent licensingprocesses, this letter will be posted on Industry Canada's spectrum andtelecommunications website. If you have any questions regarding this letter,please contact Richard Hiebert, Manager of Satellite Authorization Policy, at (613) 998-4333.

Sincerely,

J. K. Lindsey
Acting Assistant Deputy Minister
Spectrum, Information Technologies and Telecommunications

Attachment

Ciel Satellite Limited Partnership (Ciel)
Conditions to Obtain Authority to Operate a 17 GHz Band BSS Space Stationat the 91°W Orbital Position

1. Eligibility

Ciel shall conform at all times with the Canadian ownership and control requirements as set outfor a radiocommunication carrier in section 10(2)(d) of the Radiocommunication Regulations.

2. Licence Transferability

This licence may not be transferred or assigned without a full review of the application by theDepartment and without the authorization of the Minister. For clarification, and without limitingthe generality of the foregoing, transfer includes any leasing, sub-leasing or other disposition ofthe rights and obligations of the licence, and also includes any change which would have amaterial effect on the ownership or control in fact of Ciel.

3. Direction or Control of Spacecraft

Ciel shall ensure the satellite is under the direction or control of a Canadian entity as set out insection 3(3)(b) of the Radiocommunication Act. Ciel shall provide information to theDepartment demonstrating that the proposed satellite facilities will be under such direction orcontrol prior to signing a contract for the procurement of the satellite.

4. Implementation Milestones

a) Ciel shall ensure that all implementation milestones and related requirements as set out beloware met.

b) Satellite Design Approval. Prior to entering into a contract for the procurement of the newsatellite, Ciel shall demonstrate to the Department that the satellite design will meet allcommitments made for serving Canada, and conform with the applicable provisions of the ITURadio Regulations and with any applicable conditions of licence.

c) Contracts for Construction and Launch of Satellites. Ciel shall demonstrate to theDepartment by the applicable dates set out in the above table for milestones two and three, that ithas entered into contracts for the construction and launch of the new satellite in a manner that isconsistent with the placing of a satellite into the assigned orbital position and bringing spectruminto use by the date noted for milestone four.

5. Laws, Regulations, and Other Obligations

Ciel and its use of the spectrum assigned in this licence are subject to and must comply with theITU Radio Regulations, the Radiocommunication Act, the Radiocommunication Regulations, andCanada's spectrum utilization policies pertaining to the licensed radio frequency bands.

6. Capacity to Meet Needs of Users and Service Providers in Canada

a) Ciel shall adhere to all commitments made in its application for providing satellite capacityand services, on a non-discriminatory basis, to users and service providers in Canada.

b) Prior to receiving approval by the Department of the final design specifications for the newsatellite under Milestone 1, Ciel shall demonstrate to the Department's satisfaction that it hasmade reasonable efforts to make capacity on the new satellite available to Canadian satelliteusers and service providers. To this end, Ciel shall initiate a public "call for interest" todetermine Canadian needs for capacity on the new satellite.

c) Notwithstanding condition 6(a) and 6(b), Ciel shall retain a minimum of fifty percent (50%) ofthe capacity of the new satellite for use by Canadian satellite users and service providers untilDecember 31, 2008. Ciel shall initiate the "call for interest" referred to above within thirty (30)days of the date of this Approval in Principle, and such "call for interest" shall not close beforeDecember 31, 2008. Should the retained capacity exceed contracted Canadian requirements as ofthat date, Ciel may assign such excess retained capacity for service outside of Canada for theterm of the licence.

d) Should Ciel apply to the Department to license a replacement for the new satellite, theDepartment may review the applicability of conditions 6(a), 6(b), and 6(c).

7. Capacity or Other Benefits for Under Served Communities

a) Ciel shall direct a minimum of 2 percent of adjusted gross annual revenues resulting from theoperation of the new satellite, or, subject to the prior approval of Industry Canada, satellitecapacity or services of an equivalent value to the foregoing, toward special initiatives, such as theNational Satellite Initiative being delivered by Industry Canada, aimed at improving connectivityin under served areas of Canada. Such special initiatives will be developed with the Department.

b) Notwithstanding condition 7(a), Ciel shall fulfill the commitment made in its applicationspursuant to the 2006 Call for Applications to License Satellite Orbital Positions to direct anadditional one half percent of its adjusted gross revenue (or equivalent satellite capacity orservices if approved) toward the special initiatives set out in condition 7(a), for the third andevery additional licence granted to Ciel in the above-noted licensing process.

c) The term "adjusted gross revenues" in this context is defined as those revenues attributable tothe use of the space segment capacity, including any pre-sold capacity and revenues arising fromany sale of transponders, less inter-carrier payments, bad debts, third party commissions, andprovincial and federal sales, goods and services taxes.

8. Orbital Debris Mitigation

The satellite, at the end of its life, shall be removed from the geostationary satellite orbit regionin a manner consistent with Recommendation ITU-R S.1003 Environmental Protection of theGeostationary Satellite Orbit.

9. International Satellite Coordination

The satellite must be coordinated internationally prior to commencement of operation, and benotified to the ITU. To this end, Ciel shall participate at its own expense, including the paymentof associated ITU filing fees, in the coordination of the satellite network with the satellite andterrestrial networks of other countries; provide the Department in a form acceptable to the ITUwith the satellite coordination, notification and administrative due diligence information requiredby the ITU; and ensure that the operation of the satellite conforms with the technical parametersnotified to the ITU for the satellite and conforms with any arrangements and agreementsundertaken by Canada with respect to the coordination of the satellite.

10. Domestic Satellite Coordination

Ciel shall coordinate the satellite network with other potentially affected Canadian satellite andterrestrial services, and the satellite must be operated in a manner consistent with anyarrangements made to facilitate domestic satellite coordination.

11. Satellite Licensing Information

Ciel shall submit the administrative licensing information, set out in Annex B of CPC-2-6-02, atleast 60 days in advance of the anticipated launch date of the satellite. Ciel must also submit atraffic report for the satellite every three months thereafter.

12. Earth Station Licensing

All earth stations in Canada communicating with the satellite, except those exempted from thelicensing requirement pursuant to the Radiocommunication Act and RadiocommunicationRegulations, shall be licensed prior to operation pursuant to Client Procedure Circular, CPC-2-6-01, Procedure for the Submission of Applications to License Fixed Earth Stations and toApprove the Use of Foreign Fixed Satellite Service (FSS) Satellites in Canada.

13. Reporting

a) Ciel shall provide the Department with a detailed annual report outlining progress made in allareas respecting the approved satellite project, including:

• an update on all aspects of the design, procurement, construction, coordination and launch of the satellite until all proposed satellites have been put into service;
• an update demonstrating continued compliance with all licence conditions;
• a current listing of all satellite capacity made available through this authorization, the capacity assigned to Canadian service providers and others, including the parties to which it is assigned, and any unused capacity including the terms of its availability; and
• a copy of any existing corporate annual report for its fiscal year with respect to this authorization.

b) These annual reports are to be submitted, in writing, within 120 days of your fiscal year end,to the Director, Space and International Regulatory Activities, Radiocommunication andBroadcasting Regulatory Branch. These annual reports are also to be augmented with semi-annual interim reports providing an update on all aspects of the design, procurement,construction, coordination and launch of the satellite until the proposed satellite has been put intoservice.

c) In providing the reports set out in conditions 13 (a) and 13 (b), Ciel may amalgamate thereports with other reports required pursuant to other licences.